Terms and conditions

1. Definitions

1.1 Luminaire Pty Ltd, its successors and assigns or any

person acting on behalf of and with the authority of Luminaire studio Pty Ltd.

1.2 “Customer” means the person/s or any person acting on behalf of and

with the authority of the Customer requesting Luminaire studio to provide Goods and Services

as specified in any proposal, quotation, order, invoice or other documentation, and:

a) if there is more than one Customer, is a reference to each Customer jointly and

severally; and b) if the Customer is a part of a Trust, shall be bound in their capacity as

a trustee; and c) includes the Customer’s executors, administrators, successors and

permitted assigns.

1.3 “Goods” includes all present and after acquired Goods supplied to the

Customer by Luminaire studio and all services supplied to the customer by Luminaire studio,

pursuant to an order placed by the customer. (where the context so permits

the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).

1.4 "Luminaire studio Intellectual property” means all intellectual property

owned byLuminaire studio, and includes without limitation: a) the Luminaire design trade

mark and any other trade mark used byLuminaire studio, b) product drawings and

renders by Luminaire studio c) Shop Drawings by Luminaire design Lighting Designs by

Luminaire studio to sell or market any goods or services from time to time.

1.5 “Price” means the Price payable (plus any GST where applicable) for the

Goods as agreed between Luminaire studio and the Customer in accordance with clause 6

below.

1.6 “GST” means Goods and Services Tax (GST) as defined within the “A New

Tax System (Goods and Services Tax) Act 1999” (Cth).

1.7 “Agreement” means the Terms of trading between Bluelab Design and the

Customer which applies whenever Bluelab Design supplies Goods or Services to

6. Price and Payment

6.1 At Luminaire studio sole discretion, the Price shall be:

a) as indicated on any invoice provided by Luminaire studio to the Customer; b) Luminaire studio quoted price (subject to clause 6.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.

6.2 Luminaire studio reserves the right to change the price: a) if a variation to the Goods which are to supplied is requested; b) if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested; c) where additional Services are required due to the discovery of hidden or unidentifiable diﬃculties (including, but not limited to, availability of machinery, prerequisite work by any third-party not being completed,

change of design, etc) which are only discovered on commencement of the Services; d) in the event of increases to Luminaire studio in the cost of labour or materials (including but not limited to overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges and/or additional package requests from the Customer) which are beyond Luminaire studios control. 6.3 Variations will be charged for on the basis of Luminaire studio quotation, and will

be detailed in writing, and shown as variations on Luminaire studio invoice. The Customer shall be required to respond to any variation submitted by Luminaire studio within ten (10) working days. Failure to do so will entitle Luminaire studio to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion. 6.4 Luminaire studio require a non-refundable deposit of 50% upon placement of the order, the balance to be paid prior to delivery. Variances to the deposit amount is left entirely to Luminaire studio discretion and can only be accepted in writing. 6.5 Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by Luminaire studio, which may be: a) by way of instalments/progress payments in accordance with Luminaire studio payment schedule b) Balance of payment is due before the delivery of Goods to the

customer; 6.6 Upon the Customer’s failure to make payment in accordance with clause 6.5(b). of these terms and trading, Luminaire studio may charge interest on amounts not paid at a rate of 18% per annum calculated daily from 30 days after the completion of the Goods until the date of payment of the balance outstanding from time to time, such interest payable on demand. Luminaire studio also reserves the right to charge legal fees incurred and/or 15% fee +GST for any debt that has to be recovered via a debt collection agency.

6.7 The Customer shall not be entitled to set oﬀ against, or deduct from the

Price, any sums owed or claimed to be owed to the Customer by Luminaire studio nor to withhold payment of any invoice because part of that invoice is in dispute.

6.8 No allowance has been made in the Price for the deduction of retentions.

In the event that retentions are made, Luminaire studio reserves the right to treat all retentions as placing the Customer’s account into default. 6.9 if the customer notifies Luminaire studio that it requires Luminaire studio to store the goods

for a period of time; or does not collect the Goods, accept delivery of the Goods or on the event where balances for the Goods are not paid inhibiting Luminaire studio from delivering the Goods under clause 2.9, then Luminaire studio may charge the Customer an amount which Luminaire studio considers to be reasonable in consideration for the company storage the relevant Goods until such time the Goods are collected by, or delivered to, the Customer (storage fee) and the Storage fee must be paid by the Customer to Luminaire studio prior to the Goods being released. 6.10 Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to Luminaire studio an amount equal to any GST Luminaire studio must pay for any supply by Luminaire studio under this or any other agreement for the sale of the Goods.

2. Contract

2.1 This contract supersedes any earlier terms or conditions whenever

published or applying between Luminaire studio and the Customer, and will be deemed to

override all oral and written agreements, negotiations by either party prior to, or at the time of, the making of this agreement. The Customer will be deemed to have accepted these Terms of Trading if the Customer places any order or otherwise deals with Luminaire studio after receiving notice of these Terms of Trading, or if the Customer makes payment of any invoices to which these Terms of Trading are attached. The Customer will be deemed to have accepted these Terms of Trading in the foregoing circumstances, despite any subsequent request by Luminaire studio for the Customer to sign a copy of the Terms of Trading or to otherwise acknowledge the Customer’s acceptance

of this Contract, and despite any omission or refusal of the Customer to do so.

2.2 Any oral representation, warranty or promise whatsoever (other than

those contained herein) made by any employee or agent of Luminaire studio to the Customer does not form any part of this Contract. 2.3 To the extent of any inconsistency, any terms and conditions of the Customer included in documents submission to Luminaire studio are expressly excluded and do not form part of this Contract Acceptance.

2.4 These terms and conditions of sales apply to all sales of Goods by Luminaire studio to the exclusion of all others, including any terms and conditions of the proposed purchaser of the goods ("purchaser") whether on the purchaser’s order form or otherwise. 2.5 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of the Goods.

2.6 These terms and conditions may only be amended with the consent of

both parties in writing, and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and Luminaire studio.

2.7 By placing an order for goods, paid the 50% non-refundable deposit or

taking delivery of goods from Luminaire studio, the purchaser is deemed to have agreed to the immediately bound, jointly and severally, by these terms and conditions. 2.8 Luminaire studio has no obligation to refund the deposit if an order is cancelled. 2.9 Luminaire studio will not deliver any Goods to the Customer until the Goods are paid in full including any variances in pricing and additional charges incurred 2.10 Luminaire will not accept order cancellations from a customer, unless otherwise authorised by Luminaire studios Management in writing. 2.11 The Customer acknowledges and accepts that the supply of Goods for accepted orders may be subject to availability and if, for any reason, Goods are not or cease to be available, Luminaire studio reserves the right to vary the Price with alternative Goods as per clause (relevant clause under Price and Payment). Luminaire studio also reserves the right to halt all Services until such time as Luminaire studio and the Customer agree to such changes. Luminaire studio shall not be liable to the Customer for any loss or damage the

Customer suﬀers due to Luminaire studio exercising its rights under this clause.

2.12 Any changes to the Order whether it be quantity or variances to design will

be subject to a price increase, unless otherwise accepted Luminaire in writing.

2.13 All literature, samples, specifications, submitted with this quotation is

expressly illustrative and is by way of a general description of Goods only in

accordance with industry standards. Any descriptions, dimensions or specifications contained in catalogues and other advertising material while being as accurate as possible but may not necessarily be identical with products and Services Luminaire studio is to supply. Luminaire studio will not accept liability to the Customer for quality of Goods which comply with accepted industry standards.

b) have the site ready for the Services; or

c) notify Luminaire studio that the site is ready.

d) Not place or orders and/or deposit not pain in accordance with clause 2

e) Not pay the balance of Goods or charge variances that may occur

f) Design changes during manufacturing

7.6 Luminaire studio may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

7.7 Any time specified by Luminaire studio for delivery of the Goods is an estimate only and Luminaire will not be liable for any loss or damage incurred by the Customer as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Goods to be delivered at the time and place as was arranged between both parties. In the event that Luminaire studio is unable to supply the Goods as agreed solely due to any action or inaction of the Customer, then Luminaire studio shall be

entitled to charge a reasonable fee for redelivery and/or storage risk.

7. Delivery of Goods

7.1 The Customer must pay GST, without deduction or set oﬀ of any other

amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.Delivery of Goods 7.2 Delivery (“Delivery”) of the Goods is taken to occur at the time that Luminaire studio (or Luminaire studio nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address. 7.3 Delivery of the Goods will occur only when the balance of payment including any price variations or charges as in clauses 2.9, 6.5 (b) and 6.5(c) is received by Luminaire studio as cleared funds. 7.3 At Luminaire studio sole discretion, the cost of delivery is included in the Price (including but not limited to, all Goods ready for dispatch are packaged subject to Luminaire studio standard practice, any additional packaging requested by the Customer,

shall be invoiced as an extra in accordance with clause 6.2. 7.4 Subject to clause 7.5 it is Luminaire studio responsibility to ensure that the Services start as soon as it is reasonably possible. 7.5 The Services commencement date will be put back and/or the completion date extended by whatever time is reasonable in the event that Luminaire studio claims an extension of time (by giving the Customer writen notice) where completion is delayed by an event beyond Luminaire studio control, including but not limited to any failure by the Customer to: a) make a selection; or 13.9 Subject to this clause 13, returns will only be accepted provided that: a) the Customer has complied with the provisions of clause 14.1; and

b) Luminaire studio has agreed that the Goods are defective; and c) the Goods are returned within a reasonable time at the Customer’s cost (if that cost is not significant); and d) the Goods are returned in as close a condition to that in which they were delivered as is possible. 13.10 Notwithstanding clauses 13.1 to 13.9 but subject to the CCA, Luminaire studio shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of: a) b) the Customer failing to properly maintain or store any Goods; no unauthorised works or modifications have taken place by the Customer; c) the Customer using the Goods for any purpose other than that for which d) they were designed;

the Customer continuing the use of any Goods after any defect became

apparent or should have become apparent to a reasonably prudent operator or user; the Customer failing to follow any instructions or guidelines provided by

e) Luminaire studio; f) fair wear and tear, any accident, or act of God.

13.11 Notwithstanding anything contained in this clause if Luminaire studio is required by a law to accept a return then Luminaire studio will only accept a return on the conditions imposed by that law. 13.12 Any rectification work is to be completed by Luminaire studio staﬀ in Luminaire studio premises unless otherwise agreed upon. 14. Intellectual Property 14.1 Where Luminaire studio has designed, drawn or developed Goods for the Customer, then the copyright, patents or licences in any designs and drawings and documents

shall remain the property of Luminaire studio. Under no circumstances may such designs, drawings and documents be used without the express written approval of Luminaire studio. 14.2 The Customer warrants that all designs, specifications or instructions given to Luminaire studio will not cause Luminaire studio to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify Luminaire studio against any action taken by a third-party against Luminaire studio in respect

of any such infringement. 14.3 The Customer agrees that Luminaire studio may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Luminaire studio has created for the Customer.

16. Cancellation

16.1 Without prejudice to any other remedies Luminaire studio may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions Luminaire studio may suspend or terminate the supply of Goods to the Customer. Luminaire studio will not be liable to the Customer for any loss or damage the Customer suﬀers because Luminaire studio has exercised its rights under this clause. 16.2 Luminaire studio may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving

written notice to the Customer. On giving such notice Luminaire studio shall repay to the Customer any money paid by the Customer for the Goods. Luminaire studio shall not be liable for any loss or damage whatsoever arising from such cancellation. 16.3 In the event that the Customer cancels delivery of Goods the Customer shall be liable for any and all loss incurred (whether direct or indirect) by Luminaire studio as a direct result of the cancellation (including, but not limited to, any loss of profits). 16.4 Cancellation of orders for Goods made to the Customer’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

9. Compliance

9.1 The Customer and Luminaire studio shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the works. 9.2 The Customer shall obtain (at the expense of the Customer) all licenses, permits, approvals etc. that may be required for the Services. 9.3 All work will be tested to ensure that it is electrically safe and is in accordance with the wiring rules and other standards applying to the electrical installation under the Electrical Safety Regulations. All of the cabling work will comply with the Australian and New Zealand Wiring rules.

9.4 In the event that the Customer requires any additional testing to be carried

out either on site or at Luminaire studios premises or an agreed independent testing facility, all associated costs with such testing shall be borne by Customer. Luminaire studio agrees to advise the Customer by giving at least seven (7) days written notice prior to commencement of the testing. 13. Defects, Warranties and Returns, Competition and Consumer

Act 2010 (CCA) 13.1 The Customer must inspect the Goods on delivery and must within seven (7) days of delivery notify Luminaire studio in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Customer must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Customer must allow Luminaire studio to inspect the Goods.

13.2 Under applicable State, Territory and Commonwealth Law (including,

without limitation the CCA), certain statutory implied guarantees and warranties

(including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).

13.3 To the extent permitted by law, Luminaire studio does not provide any

guarantee or warranty in relation to the Goods if outsourced. The Customer accepts the manufacturer’s warranty (if any) in relation to the Goods. Luminaire studio will provide information to the Customer relating to the applicable manufacturer’s warranty (if any).

13.4 Luminaire design acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees. 13.5 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, Luminaire studio makes no warranties or other representations

under these terms and conditions including but not limited to the quality or suitability of the Goods. Luminaire studio liability in respect of these warranties is limited to the fullest extent permitted by law. 13.6 If the Customer is a consumer within the meaning of the CCA, Luminaire studio liability is limited to the extent permitted by section 64A of Schedule 2. 13.7 If Luminaire studio is required to replace the Goods under this clause or the CCA, but is unable to do so, Luminaire studio may refund any money the Customer has paid for the

Goods. 13.8 If the Customer is not a consumer within the meaning of the CCA, Luminaire studio liability for any defect or damage in the Goods is: a) limited to the value of any express warranty or warranty card provided to

the Customer by Luminaire studio at Luminaire studio sole discretion;

b) limited to any warranty to which Luminaire studio is entitled, if Luminaire studio did not manufacture the Goods; c) otherwise negated absolutely.

d) Limited to any quality assurance testing within Luminaire studio operations

e) Limited to Goods paid for in full by the Customer 13.9 Subject to this clause 13, returns will only be accepted provided that: a) the Customer has complied with the provisions of clause 14.1; and b) Luminaire studio has agreed that the Goods are defective; and c) the Goods are returned within a reasonable time at the Customer’s cost (if that cost is not significant); and d) the Goods are returned in as close a condition to that in which they were delivered as is possible.

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Terms and conditions