Terms & Conditions

The terms set out below (Terms) apply to Services carried out by the Company

and should be read together with the Proposal. These Terms will apply to the

exclusion of any inconsistent terms and conditions (unless expressly agreed in

writing by the Company). These Terms will apply to any variations to the scope of

the Services which may be agreed (verbally or in writing) by the Parties. The Client

will be deemed to have accepted these Terms on execution of the Proposal or when

the Company commences the Services at the request (written or otherwise) of the

Client.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms, unless the context otherwise requires, the following words have

the following meanings:

Company means Espo Pty Ltd ACN 136 770 566.

Client means any person or entity that places an Order.

Event of Default means:

(a) any breach by the Client of any term of these Terms;

(b) a failure by the Client to pay any part of the Price by the Payment Date;

the Corporations Act 2001 (Cth);

(d) any step being taken for the winding up or dissolution of the Client, including

the appointment of an administrator;

(e) the Client being insolvent within the meaning of the Corporations Act 2001

(Cth);

(f) the Client committing an 'act of bankruptcy' as defined by the Bankruptcy Act

1966 (Cth);

(g) a receiver or a receiver and manager being appointed to the Client whether by

a court or otherwise; and

(h) anything analogous or having substantially similar effect to any of the events

specified in paragraphs (a) to (g) above (inclusive) happens under the law of

any applicable jurisdiction.

Force Majeure Event includes earthquake, flood, landslide, fire, explosion, war,

invasion, act of foreign enemies, hostilities, civil war, rebellion, revolution,

insurrection, military or usurped power, martial law or confiscation by order or any

government or other authority, change in Law, strikes, lockouts, labour difficulties,

rationing or unavailability of essential equipment, labour or supplies and disruption

or unavailability of utilities and services which are beyond a party’s control.

Goods means the goods to be provided by the Company to the Client that are the

subject of an Order.

GST means goods and services tax.

Law includes all legislation, enactments, regulations, standards, by-laws, treaties

and ordinances applicable to any act, omission, conduct, matter or thing for any

reason.

Location means the address for delivery of Goods or provision of Services

specified by the Client in an Order Form, and if no such address is specified, means

the address for the Client listed in the Order Form.

Order Acknowledgement means the Company's written confirmation that an

Order has been received from the Client, and a Contract brought into existence.

Order Form means the document setting out an Order, the form of which is

determined by the Company from time to time.

Order means an order for the supply of Goods or Services placed by the Client

with the Company in accordance with clause 2(a).

Payment Terms means 50% deposit due upon the Order verbally or signed and

presented to the Company and the 50% balance being paid prior to the delivery of

the Goods.

Please note that all deposits are non-refunable.

If the Client is unable to accept delivery within 3 days from notification

of completion from the Company, additional storage fees of 0.5% of the Invoice will

be payable by the Client, per week to the Company.

Perfected has the meaning set out in the PPSA.

Proposal means a quotation and/or Proposal issued by the Company for the

supply of Services and/or Goods by the Company.

PPSA means the Personal Property Securities Act 2009 (Cth) and any regulations

made under it.

PPSR means the Personal Property Securities Register established by the PPSA.

Price means the price for Goods and/or Services specified in the Purchase Order

issued by the Company.

Security Agreement has the meaning set out in the PPSA.

Security Interest has the meaning set out in the PPSA.

Services means the services to be provided by the Company to the Client that are

the subject of an Order.

1.2 Interpretation

In these Terms, unless the contrary intention appears:

(a) a reference to a person or entity includes a natural person, a partnership,

corporation, trust, association, unincorporated body, authority or other entity;

(b) where a word or phrase is defined, its other grammatical forms have a

corresponding meaning;

applicable, any of its provisions) as amended, novated, supplemented or

replaced from time to time;

(d) a reference to a party to these Terms includes that party’s executors,

administrators, successors and permitted assigns;

(e) a reference to "$" or "Dollars" is a reference to Australian currency; and

(f) the word "including" is not to be treated as a word of limitation;

(g) a reference to time is a reference to the time in Adelaide, South Australia; and

(h) a term which purports to bind or benefit two or more persons binds or benefits

them jointly and severally.

1.3 Schedule and Annexure

The Schedule and Annexure are incorporated into, and form part of, these Terms.

2. APPLICATION OF TERMS

(a) When the Client wishes to accept a Proposal issued by the Company and acquire

Goods and/or Services from the Company it must send a written Order Form to the

Company within 30 days of the date of the Proposal. The Company may, in its

discretion, accept an Order Form submitted following expiry of the Order Period.

(b) The Client acknowledges and agrees that if its Order Form is accepted by the

Company, these Terms will apply in its dealings with the Company, to the exclusion

of all other terms and conditions.

and the acquisition by the Client, of the Goods and/or Services specified in the

Order Form (Contract) will come into existence on the date the Client accepts the

Proposal by submitting a valid Order Form to the Company.

(d) The Contract will comprise:

(i) the terms and conditions set out in these Terms;

(ii) the Proposal;

(iii) the details of the Location and the Goods and/or Services specified in the

Order; and

(iv) the invoice issued by the Company to the Client.

Nothing in this clause or these Terms will affect or restrict any terms, conditions or

guarantees implied or provided for by applicable law which cannot lawfully be

excluded by the Company.

(e) In the event of an inconsistency between any of the documents listed in clause 2(d)

above, the terms and conditions of these Terms will prevail to the extent of the

inconsistency, with the terms of the Proposal (if any) prevailing thereafter..

(f) A separate Contract is entered into each time the Client submits an Order to the

Company. The Company may (but is not obliged to) issue an Order

Acknowledgement to the Client, confirming the terms of the Contract.

(g) No Contract which has been created can be cancelled by the Client except with the

prior written consent of the Company, on such terms and conditions as the

Company may require.

(h) The quantity, quality and description of the Goods and/or Services to be supplied

by the Company pursuant to any Contract will be as set out in the corresponding

Order Form, subject always to clause 2(i).

(i) The Company will use its reasonable endeavours to supply the Goods and/or

Services to the Client in accordance with any Orders Forms submitted, except that

it is acknowledged by the parties that the Company is not under any obligation to

continue to manufacture or stock all or any particular type of Goods or continue to

supply any Services, and is entitled to change the nature of the Goods or Services

as it thinks fit, acting reasonably.

(j) The Company may, at any time, refuse to accept any Order Form submitted by the

Client, and cancel any Contract created under these Terms, in its sole and absolute

discretion.

3. DELIVERY OF GOODS

(a) The Company will deliver the Goods the subject of each Order to the Location. The

costs of transport, delivery, freight and warehousing (if any) will be paid by the

Client.

(b) All Goods will be delivered by the Company to the Client either by the Company or

using the Company's nominated delivery agent, unless the Client engages its own

delivery agent and provides the Company with all necessary information (including

but not limited to contact details and account numbers) at the time of placing an

Order with the Company.

the Goods are approximate only, and agrees that time and date of delivery will not

be of the essence for the purposes of these Terms or any Contract. The Company

will use its reasonable endeavours to keep the Client informed of any delays and

any revised delivery dates.

(d) The Company will not be liable to the Client for any direct, indirect, special or

consequential losses, damages, liabilities, costs or expenses incurred by the Client

as a result of any failure by the Company to deliver the Goods by any estimated or

confirmed delivery date.

4. TITLE AND RISK

4.1 Title

(a) Title in the Goods the subject of any Contract will remain with the Company (despite

delivery to the Client) and will not pass to the Client until the Client has paid to the

Company the Price and any other amounts owed to the Company (whether under

the Contract applicable to the Goods or any other Contract or arrangement then in

force between the parties) in full.

(b) If the Company has not been paid in full at the time of delivery of Goods to the

Client, then until such time as the Company receives payment in full, the Client:

(i) holds the relevant Goods delivered on trust for the Company and must store

the Goods in such a way that they are clearly recognisable as the property

of the Company;

(ii) grants to the Company and its employees and agents an irrevocable right

to enter the premises located at the Location and any other premises

occupied by the Client without notice to search for and remove Goods

supplied. The Client agrees that the Company and its employees and

agents will not be liable to the Client or any person claiming through the

Client for any such action taken; and

(iii) can, as trustee for the Company sell the Goods to third parties in the normal

course of its business subject to the terms of these Terms, provided that the

Client holds the book debt and proceeds of such sales on trust for the

Company. All proceeds must be kept in a separate account and must not

be mixed with any other monies (including the Client's own funds).

4.2 Risk and Returns

(a) Risk in the Goods the subject of each Contract will pass to the Client on and from

shipment of the Goods for delivery to the Client.

(b) The Client must examine the Goods immediately after delivery to the Location has

been completed, and the Company will not be liable or otherwise responsible for

any mis-delivery, shortage, defect or damage or any related direct, indirect, special

or consequential losses, damages, liabilities costs or expenses sustained by the

Client or any other party unless the Company receives complete details in writing

(together with any supporting evidence as is reasonable in the circumstances) of

any delivery issues, losses or defects within 48 hours of delivery of the Goods to

the Location.

notification has been issued by the Client under clause 4.2(b) or outside of the

Warranty Periods outlined in clause 17.3, in no circumstances will any Goods be

accepted for return unless agreed by the Company in its sole discretion. Delivery charges are non-refundable.

5. PPSA

(a) The Client acknowledges that until such time as full title to Goods passes to the

Client under clause 4.1, these Terms constitutes a Security Agreement for the

purposes of the PPSA, and the Company has a Security Interest in the Products.

(b) The Client agrees to do such things as the Company may require from time to time

to ensure that any Security Interest of the Company arising from or connected with

these Terms is Perfected under the PPSA for whatever period the Company

determines including signing documents and providing the Company with all further

information required to enable the Company to register its Security Interests on the

PPSR, and to otherwise protect the Company's position under the PPSA.

regarding it and its activities, including by providing not less than 14 calendar days

notice in writing of any proposed change in its name or contact details, and

immediately advising the Company of material changes in its business activities.

(d) The Client agrees to indemnify the Company for all expenses incurred by the

Company in registering its Security Interests on the PPS Register, and will

reimburse the Company for all such expenses immediately upon demand.

(e) The Client waives its rights under section 157 of the PPSA to receive a notice in

relation to the registration events to which section 157(3)(a) of the PPSA applies,

including without limitation, the right to receive a copy of a verification statement

confirming registration of a financing statement or financing change statement

relating to the Security Interest created by these Terms.

(f) The Client agrees that nothing in sections 125, 132(3)(d), 132(4), 135, 142 and 143

of the PPSA and Part 4.3 (other than Division 6 of Part 4.3) of the PPSA shall apply

to these Terms, all Contracts, and any Security Interest in the Goods created by

these Terms or any Contract, and to the extent permitted by the PPSA, the Client

waives its rights in respect of these Terms, any Contract or any Security Interest

created under either of them, to receive any notice or statement under the following

sections of the PPSA: 95, 118, 121(4), 123, 130, 132(3)(d), 132(4), 135, 157 and

all sections in Part 4.3 (other than those in Division 6 of Part 4.3).

6. PROVISION OF SERVICES

6.1 Provision

(a) The Company will use its reasonable endeavours to perform the Services the

subject of any Contract by the date reasonably requested by the Client, as specified

in the corresponding Order Form and if no date is specified, within a reasonable

period.

(b) The Client acknowledges and agrees that despite clause 6.1(a), any dates for the

completion of the Services are approximate only, and will not be binding on the

Company. The Company will use its reasonable endeavours to keep the Client

informed of any delays and any revised delivery dates.

Order, the Company will provide all material and equipment reasonably necessary

for the Services to be provided.

6.2 Subcontracting

The Company may in its sole discretion subcontract the provision of some or all of

the Services the subject of any Contract to a third party.

7. CLIENT OBLIGATIONS

(a) The Client is responsible for ensuring the accuracy of the terms of each Order

Form. The Client is solely responsible for consideration and validation of design

and functionality of the Goods to confirm suitability for particular applications, as

desired by the Client.

(b) The Client is solely responsible, at its sole cost and expense, for obtaining and

maintaining any necessary licences or permits, and all other clearances and

consents required from government agencies or authorities for the acquisition and

use of the Goods or Services by the Client.

8. PRICE AND PAYMENT

8.1 Price

In consideration of the supply of the Goods and/or Services the Client must pay the

Price to the Company in accordance with the Payment Terms.

8.2 Proposal

The Client acknowledges that each Proposal issued by the Company has been

prepared by the Company on the basis of, and in reliance upon, the information

provided by the Client, and further acknowledges that the provision of incomplete

or misleading information by the Client, unforeseen circumstances,

misinterpretations, variations and similar events may result in charges additional to

those set out in the Proposal being payable by the Client for the Goods and/or

Services the subject of the relevant Order. The Company may vary the Price by

notice to the Client if:

(a) the Company undertakes additional Services at the request (written or verbal) by

the Client;

(b) the Company undertakes additional work or services which are required as a result

of unexpected or undisclosed conditions encountered by the Company whilst

providing the Services;

(d) a change of Law or technological advancement occurs during the provision of the

Services which (in the Company’s reasonable opinion) results in increased cost to

the Company in the provision of the Services.

8.3 Payment

(a) The Company will be entitled to invoice the Client for the Price at any time following

the submission of a valid Order Form.

(b) All payments due by the Client under each Contract must be paid in accordance

with the Payment Terms, in the manner requested by the Company from time to

time. All amounts owed to the Company under each Contract in respect of any

Goods and/or Services must be paid in full by the Client without any setoff,

withholdings or deductions in accordance with the Payment Terms, and it is

acknowledged and agreed that for the purposes of the Client's payment obligations

under these Terms, time is of the essence.

without prejudice to any other right or remedy available to the Company, the

Company can in its discretion:

(i) withhold any Goods or suspend the provision of Services until such default

is corrected;

(ii) cancel any Contract or suspend any further supply of Goods or Services to

the Client; and/or

(iii) charge the Client (both before and after any judgement) on the unpaid

amount at the rate of 10% per annum until payment is made in full.

9. GST

9.1 Consideration GST exclusive

Unless otherwise expressly stated, the Price and other sums payable or

consideration to be provided under these Terms is exclusive of GST.

9.2 Payment of GST

If GST is payable by the Client on any supply made by the Company under these

Terms, the Client must pay to the Company an additional amount that is equal to

the amount payable by the Client for the relevant supply multiplied by the prevailing

GST rate. This additional amount is payable at the same time as the Price or other

consideration for the relevant supply to which the additional amount relates.

9.3 Tax invoice

In the event of a taxable supply, the Company will provide a valid tax invoice (in the

form prescribed by the A New Tax System (Goods & Services Tax) Act 1999 (Cth))

to the Client.

10. REPORTS

Where the Services include the provision of a report to the Client by the Company,

the Client acknowledges and agrees that:

(a) the report has been prepared for the purpose specified in the Proposal and/or report

and the Client may only use the report for that purpose;

(b) the report has been prepared for the sole use of the Client (unless expressly stated

otherwise in the report);

person or used or relied upon by any other person without the prior written consent

of the Company;

(d) the Company is not responsible to the Client or any other person for the

implementation of any recommendation or preferred course of action identified or

referred to in the report or otherwise in the course of providing the Services; and

(e) the Company may issue preliminary findings or reports when undertaking the

Services which require verification (either by the Company or by third parties), and

(f) where the Company issues preliminary findings or reports to the Client, the Client

acknowledges and agrees that:

(i) the Client can only rely on the preliminary findings or reports to the extent

specified in those findings or reports; and

(ii) the Client takes full responsibility for the decision to undertake further

investigative activities as recommended by the Company.

11. INTELLECTUAL PROPERTY

(a) The Company owns all right, title and interest in intellectual property developed,

owned or acquired by the Company prior to the commencement of the Services

(“Intellectual Property”), including any modification or improvement on that

Intellectual Property.

(b) The Client acknowledges and agrees that the Company will own all right, title and

interest in Intellectual Property made, written or developed by the Company in the

course of and for the purpose of providing the Services in accordance with these

Terms.

grants to the Client a non-exclusive, perpetual, irrevocable, worldwide, royalty free

licence (with the right to grant sub-licences) to use, solely for that purpose, such of

the Company’s Intellectual Property as is strictly necessary to enjoy that benefit or

end result.

(d) If necessary to enable the Company to undertake the Services, the Client grants to

the Company a non-exclusive, perpetual, irrevocable, worldwide, royalty free

licence to use, solely for that purpose, such of the Client’s Intellectual Property as

is strictly necessary to undertake the Services.

(e) The Company warrants the Goods contain the following ingress protection ratings

(which designates the degree of protection against the penetration of solid and

liquids bodies and contact with live parts):

(i) PROTECTION SOLID BODIES (first code IP)

(a) 0 Unprotected

(b) 1 Protected against the entry of solid bodies with dimensions of

more than 50 mm.

(d) 3 Protected against the entry of solid bodies with dimensions.

(e) 4 Protected against the entry of solid bodies with dimensions of

more than 1 mm.

(f) 5 Protected against entry of dust.

(g) 6 Completely protected against entry of dust

(i) LIQUID BODIES (second code IP)

(a) 0 Unprotected

(b) 1 Protected against the vertical falling of water drops.

than 12,5 mm. inclination of 15Åã.

(d) 3 Protected against the falling of water with maximum of more

than 2,5 mm. inclination of 60Åã.

(e) 4 Protected against sprinklings.

(f) 5 Protected against water jets.

(g) 6 Protected against heavy water jets.

(h) 7 Temporary immersion proof.

(i) 8 Continually immersion proof.

12. CONFIDENTIAL INFORMATION

12.1 Obligation

(a) The Client must keep confidential any information obtained from the Company in

the course of the negotiations for or performance of these Terms, as well as the

terms of these Terms, the subject matter of these Terms and details of the

transaction provided for in it, where that information is or can reasonably be

considered to be confidential to the Company (Confidential Information).

(b) The Client must not use or disclose the Confidential Information for any purpose

other than that which the information was disclosed.

12.2 Exclusions

The obligations of confidence under these Terms do not apply to any information

that:

(a) is in the public domain (other than through any breach of these Terms);

(b) the Client can prove was known to it at the time of disclosure by the Company, free

from any obligation of confidence; or

12.3 Destruction of Documents

On written notice from the Company the Client must immediately destroy or deliver

to the Company all Confidential Information in a recorded form (including any

copies of that information) which is in the possession or control of the Client.

13. EVENT OF DEFAULT

13.1 Company entitlements

(a) If an Event of Default occurs or is threatened to occur to the Client, the Company

can immediately:

(i) terminate these Terms;

(ii) suspend or terminate any Contracts or other arrangements then in force

between the parties;

(iii) suspend or cancel delivery of Goods;

(iv) suspend or cancel provision of Services;

(v) refuse to accept any further Orders submitted by the Client and cancel any

Contracts which may otherwise be created as a result of such Order

submissions;

(vi) enter the premises of the Client and immediately recover possession of any

Goods delivered to the Client in respect of which the Price has not yet been

paid in full;

(vii) make the Price immediately due and payable; and/or

(viii) charge the Client interest on any amounts then owed to the Company at the

rate of 10 % per annum until payment is made in full,

without liability and without affecting or limiting any other rights or remedies

available to the Company.

(b) If the Company has or recovers possession or control of any Goods, the Company

can sell or otherwise dispose of the Goods in the Company's absolute discretion

and on its own account, but without limiting any of the Company's rights arising as

a consequence of any actual or anticipated Event of Default by the Client.

13.2 Consequences of termination

Any termination of these Terms or any Contract does not relieve the other party of

any obligation remaining to be or performed by it or capable of having effect after

such termination and is without prejudice to any right or cause of action already

accrued to either party in respect of any breach of this by the other party.

13.3 Obligations upon termination

Upon termination of these Terms, any Contract or any part of a Contract the Client

must immediately pay to the Company any outstanding portion of the Price and any

other amounts due and payable for Goods supplied or Services performed by the

Company up until the date of termination.

13.4 Survival

The rights and obligations under clauses 2(e), 4.1, 5, 8.3(b), 12, 13.2, 13.3, 14, 15

and 17 survive the expiry or termination of these Terms and continue in full force

and effect, together with any other rights and obligations which are by their nature

or effect intended to survive.

14. EXCLUSION AND LIMITATION OF LIABILITY

14.1 Applicable law unaffected

The parties acknowledge and agree that:

(a) State and Commonwealth legislation implies certain non-excludable guarantees,

warranties and conditions into particular agreements for the supply of goods and

services, which cannot be excluded, restricted or modified (Non-Excludable

Guarantees);

(b) the Company does not exclude, restrict or modify the Non-Excludable Guarantees

and nothing in these Terms is intended or is to be construed as doing so; and

cannot be lawfully excluded by the Company, including in respect of any of the

Non-Excludable Guarantees which may be applicable.

14.2 Exclusion of liability

(a) The Client acknowledges and understands that apart from any Non-Excludable

Guarantees which may be applicable, the Company does not make or provide any

express warranties or guarantees regarding the Goods or Services.

(b) Subject to clause 14.1, to the maximum extent permitted by law, the Company

excludes all warranties, terms, conditions and guarantees regarding the Goods, the

Services and any other goods or services supplied or provider under these Terms

which are implied by law (including the general law) or custom.

14.3 Limitation of liability

(a) To the maximum extent permitted by law, the Company's liability to the Client for a

breach of any of the Non-Excludable Guarantees in respect of any goods or

services provided to the Client under these Terms (including but not limited to the

Goods and Services) is limited to any one of the following, at the option of the

Company:

(i) in the case of goods, including any Goods provided under any Contract -

replacement of the goods or the supply of equivalent goods, repair of the

goods, payment of the cost of replacing the goods or acquiring equivalent

goods, or payment of the costs of having the goods repaired; and

(ii) in the case of services, including any Services provided under any Contract

- the supply of the services again, or payment of the cost of having the

services supplied again.

15. FORCE MAJEURE

A party will not be liable for its inability to perform its obligations under these Terms as a

result of a Force Majeure Event. If a Force Majeure Event occurs, the party suffering it

will notify the other party of the occurrence and expected duration of that event. The party

suffering the Force Majeure Event must use all reasonable endeavours to prevent the force

majeure occurrence. If a Force Majeure Event renders performance of these Terms

impossible for a continuous period of at least thirty (30) days, either party may, by notice

to the other, terminate these Terms.

16. INDEMNITY

To the fullest extent permitted by law, the Client will at all times indemnify and keep

indemnified the Company, its related entities and each of their directors, agents and

employees (those indemnified) against all expenses, losses, damages and costs (on a

solicitor and own client basis and whether incurred by or awarded against those

indemnified) that those indemnified may sustain or incur as a result, whether directly or

indirectly, of the occurrence of an Event of Default or any breach of these Terms or any

Contract by the Client.

17. GENERAL

17.1 Costs

Each party will pay its own costs in connection with the negotiation, preparation

and execution of these Terms.

17.2 Amendment

These Terms may be amended at any time by the Company provided that the

Company provides written notice to the Client.

17.3 Warranty

Subject to compliance with clause 17.12, the Company will repair or replace any

Goods due to defective workmanship or defective material, free of charge (other

than delivery costs), during the following periods (Warranty Periods):

(a) Goods supplied from “Modo”

The Company warrants its products to be free from defects in workmanship and

materials (normal wear expected). Any complaints relating to defects which cannot

be discovered on the basis of a careful inspection upon receipt (hidden defects)

shall be notified to the Company, by registered letter with return receipt, within 7

days from the discovery of the defects and in any not later than 24 months from

delivery. Failing such notification the Client’s right to claim the above defects will

be forfeited. During this warranty period the Company will repair or replace, at its

option, products that are proven to present hidden defects. This warranty does not

apply to damages resulting from accident, alteration, tampering, misuse,

negligence or abuse, natural events. This warranty does not apply to light bulbs.

Disclaimer: all lights to be installed by a certified electrician to the Australian wiring

standards. The 24 month warranty period shall commence from the date of delivery

of the product(s) from the seller;

(b) Goods supplied from “Inarchi”

The Company warrants its products to be free from defects in workmanship and

materials (normal wear expected). Any complaints relating to defects which cannot

be discovered on the basis of a careful inspection upon receipt (hidden defects)

shall be notified to the Company, by registered letter with return receipt, within 7

days from the discovery of the defects and in any not later than 12 months from

delivery. Failing such notification the Client’s right to claim the above defects will

be forfeited. During this warranty period the Company will repair or replace, at its

option, products that are proven to present hidden defects. This warranty does not

apply to damages resulting from accident, alteration, tampering, misuse,

negligence or abuse, natural events. This warranty does not apply to light bulbs.

Disclaimer: all lights to be installed by a certified electrician to the Australian wiring

standards. The 12 month warranty period shall commence from the date of delivery

of the product(s) from the seller; and

The Company warrants its products to be free from defects in workmanship and

materials (normal wear expected). Any complaints relating to defects which cannot

be discovered on the basis of a careful inspection upon receipt (hidden defects)

shall be notified to the Company, by registered letter with return receipt, within 7

days from the discovery of the defects and in any not later than 12months from

delivery. Failing such notification the Client’s right to claim the above defects will

be forfeited. During this warranty period the Company will repair or replace, at its

option, products that are proven to present hidden defects. This warranty does not

apply to damages resulting from accident, alteration, tampering, misuse,

negligence or abuse, natural events. This warranty does not apply to light bulbs.

Disclaimer: all lights to be installed by a certified electrician to the Australian wiring

standards. The 12 month warranty period shall commence from the date of delivery

of the product(s) from the seller.

We would like to provide you with some important information regarding your purchase.

Please read the below information carefully as it concerns the conditions of sale, warranty of your ﬁttings and our speciﬁc concern that all instructions for installation are adhered to for our luminaires.

Strict process is followed in releasing goods from Radiant Lighting, whether from our dispatch by the customer or delivered by our staff to site. This includes ensuring no items are missed from the order and everything is in good, working condition. Any damage or loss once delivered or collected, is the responsibility of the owner.

1) LEAD TIMES

Lead times are provided as an indication only and are aligned with the times provided by our suppliers. Radiant Lighting is not responsible for unforeseen delays, including manufacture and transit delays.

2) INSTALLATION

Radiant Lighting will not accept responsibility for incorrect installation of ﬁttings. Please be sure the following requirements are adhered to;

• The ﬁtting is suitable for the environmental conditions that it will be exposed to. This can be done by checking the Ingress Protection (IP) rating.

• The correct lamp or light source is used. All ﬁttings have been designed, engineered and tested to function correctly with the light source speciﬁed alongside each product.

• All external wall mounted ﬁttings are installed with a seal between the ﬁxture and wall to avoid water damage, this will ensure the warranty is not void.

• All recessed ﬁttings are installed with the appropriate canisters where required.

• Appropriate dimmers are used at all times.

• Appropriate transformers or drivers for low wattage ﬁttings are used at all times.

• Installation is completed by a qualiﬁed technician, compliant with Australian Standards.

3) WARRANTY

All products purchased from Radiant Lighting meet a high quality standard in manufacture and performance. We stand by our brands and hold a solid reputation in the lighting industry.

All products come standard with a manufacturers warranty, the term varies dependent on the manufacturer.

The warranty is void if any of the aforementioned INSTALLATION requirements are not adhered to.

In the event you need to pursue a warranty concern, please contact Radiant Lighting, advise a consultant of the issue and we will take appropriate action immediately in determining if a warranty needs to be raised and if our electrician needs to attend.

Please note: Radiant Lighting will not be responsible for the costs involved if you engage your own electrician.

5) DIMMING and DIMMER COMPATABILITY

Dimming switches / control units are only sold with a small selection of our luminaires, these are otherwise supplied and installed by the electrician.

Please be aware, not all luminaries are dimmable; we suggest you ensure dimming requirements are discussed prior to purchase to avoid disappointment or potential damage to the ﬁtting.

Please ensure the electrician has checked compatibility of the dimmer for the luminaires and also if CBUS or similar is being used; most common dimming systems will be compatible but this is never guaranteed.

Anything over and above standard dimming must be speciﬁcally requested at time of quote, for example: CBUS, DALI, 1-10V Driver. It is incumbent upon the recipient to ensure required dimming protocol has been highlighted or speciﬁed. Whilst all care is taken to meet the speciﬁc needs, following the quote, Radiant Lighting holds no further responsibility for the additional parts or labour costs incurred.

6) RETURNED GOODS POLICY

Returns must be made within 7 days of invoice date.

Radiant Lighting will not accept any Returns where the goods have been specifically manufactured or ordered for the customer. (Special Orders)

All returns must have an original undamaged packing to claim a credit. There will be no credit for missing parts.

Damaged, used or customised goods cannot be taken back.

The company reserves the right to impose up to 30% restocking fee for any returns authorised.

7) DAMAGED GOODS RETURN POLICY

For any items that are either “Damaged", "Damaged in Transit” or “Dead on Arrival” you must contact us within 48 hours of remittance.

If requested, faulty items must be returned to Radiant Lighting in order to be repaired/replaced/refunded. Items must be returned within 14 days of being issued Return of Goods Authority. After this time we cannot accept the product.

Only items deemed damaged will constitute a repair/replacement/refund.

8) LIGHTING PLANS

Radiant Lighting provide detailed lighting plans and speciﬁcation sheets post consultation for veriﬁcation by the client. The owner is to verify all points prior to commencement.

Payment of deposit is conﬁrmation that the client has veriﬁed and

approved all selections and plans provided by Radiant Lighting.

No release of goods are permitted without full payment of the order, with the exception of canisters, which may be released on payment of a

deposit and at the discretion of Radiant Lighting.

Radiant Lighting, hold no responsibility for the installation of incorrect dimmers.

Radiant Lighting hold no responsibility of incorrect positioning or installation of ﬁttings.

17.4 Entire document

These Terms contain the entire agreement between the parties about its subject

matter. Any previous understanding, agreement, representation or warranty

relating to that subject matter is replaced by these Terms and has no further effect.

17.5 Force Majeure

(a) Notwithstanding anything else contained in these Terms, the Company will not be

liable for any delay in or failure to comply with these Terms if such delay or failure

is caused by circumstances beyond the Company's reasonable control, including

without limitation, fire, flood, act of God, strikes, lock outs, stoppage of work, trade

disputes, transport embargos or failure or delay in transportation, or any act of war

or terrorism.

(b) If a delay or failure by the Company to perform its obligations due to an event

contemplated by clause 17.5(a) exceeds 60 calendar days, the Company may

immediately terminate these Terms by providing notice in writing to the Client.

17.6 Assignment

The Client must not assign or transfer any of its rights or obligations under these

Terms without the prior written consent of the Company, which will be granted or

withheld by the Company in its absolute discretion.

17.7 Waiver

No waiver by the Company of any breach or default by any other party is effective

unless reduced to writing and signed by the Company, and any such waiver does

not constitute a waiver of any other continuing breach or default under these Terms.

17.8 Remedies

(a) Other than as provided in these Terms the rights and remedies provided under

these Terms are cumulative and not exclusive of any rights or remedies provided

by law or of any other such right or remedy. Any single or partial exercise of any

power or right does not preclude any other or further exercise of it or the exercise

of any other power or right under these Terms.

(b) The rights and obligations of the parties pursuant to these Terms are in addition to

and not in derogation of any other right or obligation between the parties under any

other deed or agreement to which they are parties.

17.9 Severance

If any provision of these Terms is prohibited, invalid or unenforceable in any

jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of

the prohibition, invalidity or unenforceability without invalidating the remaining

provisions of these Terms or affecting the validity or enforceability of that provision

in any other jurisdiction.

17.10 Governing Law

This document is governed by the law in force in the state of South Australia. The

parties submit to the non-exclusive jurisdiction of the courts of that State and the

South Australia Registry of the Federal Court of Australia in respect of all

proceedings arising in connection with these Terms or any Contract.

17.11 Further Assurances

Each party will promptly do all things required by law or reasonably requested by

any other party to give effect to these Terms.

17.12 Installation of Goods

The Client must engage a certified electrician to install all lights comprising the

Goods.

17.13 No Merger

No right or obligation of any party will merge on completion of any transaction under

these Terms. All rights and obligations under these Terms survive the execution

and delivery of any transfer or other document which implements any transaction

under these Terms.

17.14 Notices

(a) Any notice given under these Terms must be in writing and signed by or for the

sender and delivered by post, hand or fax to the last known address of the recipient.

(b) A notice or other communication is deemed given if:

(i) personally delivered, upon delivery;

(ii) mailed to an address in Australia, 2 business days after the date of posting

(whether received or not); and

(iii) sent by facsimile, at the time of transmission provided that the sender's

machine produces a transmission report confirming the successful

transmission of the total number of pages of the notice.

Melbourne Showroom
259 Swan St, Richmond VIC 3121
Phone +61 3 9037 0893

Opening Hours:

Tuesday to Friday 10am - 5pm
Saturday 10am - 4pm

Adelaide Showroom
442 Pulteney St, Adelaide SA 5000
Phone +61 8 7120 6297

Opening Hours:

Tuesday to Friday 10am - 5pm
Saturday 10am - 4pm

Send us a message at joseph@espo.com.au or by filling out the form below and pressing send message.

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