1. Application of Terms
1.1 These Terms govern our supply of Goods and Services to you, including supplies on a cash basis.
1.2 If you wish to negotiate these Terms with us then you should respond to this document, marking up these Terms and drawing those changes to our attention and obtain our agreement in writing.
1.3 It is not our practice to otherwise review terms and conditions on documents that you issue to us.
1.4 Unless we otherwise agree in writing, we do not accept, and will not be bound by, any terms or conditions included in, attached to, or referenced in, any other document you give to us like a purchase order.
2. Quotations
2.1 Each quotation that we issue:
(a) is an estimate only;
(b) includes deposit terms;
(c) is not an offer or obligation to supply any Goods or to perform any Services;
(d) is exclusive of GST;
(e) does not include the costs of delivering Goods;
(f) does not include the costs of testing Goods;
(g) remains valid for acceptance for 30 days from the date of quotation unless withdrawn by us before a contract for supply is formed; and
(h) contains a price on the basis that all Services are performed, and all Goods delivered, during our usual business hours.
2.2 Where you are based outside of Australia, the applicable taxes, duties, or charges (if any) will be specified in our quotation.
2.3 Where you request that we test Goods we will prepare a revised or new quotation for these Services.
2.4 Quotations provided orally are subject to written confirmation.
2.5 A quotation may include additional terms or conditions, which will supplement these Terms.
2.6 Should you wish to have Services performed or Goods delivered outside our usual business hours, please let us know as additional charges may apply.
3. Formation of Contract
3.1 We are not obliged to supply any Goods or provide Services until after a contract for supply is formed.
3.2 A contract for supply is formed, and you have accepted these Terms, when:
(a) you have placed an Order with us; and
(b) we have received any deposit we have required from you in respect of the Order before progressing it; and
either we have:
(c) accepted your Order in writing; or
(d) supplied you with any Goods or performed any Services following receipt of your Order.
3.3 If you revoke an Order:
(a) prior to the formation of a contract for supply, then:
(i) we will refund any deposit paid;
(ii) no cancellation fee applies;
(b) after formation, then unless we are in breach:
(i) you must pay all reasonable fulfilment costs;
(ii) we may apply any deposit towards those costs.
4. Price
4.1 The price payable for the Goods or Services will be:
(a) the price agreed in writing; or
(b) the price from our prevailing price list/rates as when you place your Order.
4.2 We may vary our price or rates by notice to you if you request:
(a) the Goods or Services be rendered outside our usual business hours;
(b) different Goods or Services than originally contracted; or
(c) a delay in provision for 30 days or more.
4.3 We reserve the right to increase the price due to factors beyond our control (e.g., foreign exchange fluctuations, duties, labour/material increases).
4.4 You acknowledge that we may vary the quantity ordered by 2% to 3%.
4.5 If we vary quantity, price, or rates, we will notify you. You may reject these within 7 days and terminate the contract without penalty. Otherwise, the updated terms will apply.
5. Indent and Minimum Orders
5.1 All indent orders over $10,000 require a 30% deposit. The remaining balance will then be eligible for credit terms.
5.2 Minimum order requirements may apply. Notify us in writing if your order quantity exceeds the current price grid.
6. Artwork and Production
You acknowledge and agree:
(a) Accurate production requires electronic art in suitable graphics files.
(b) Artwork must be high resolution (minimum 300dpi) in EPS, AI, or PDF format. Charges apply if redrawing is needed.
7. Production and Lead Times
7.1 Delivery depends on your selected shipping method.
7.2 Production time is based on when we receive your Order, required materials, and customer-provided materials.
7.3 Any stated lead time:
(a) is an estimate, not a commitment;
(b) is subject to approvals, material availability, and info provision.
7.4 You must approve draft designs in writing before production.
7.5 Production time starts after your final approval (if proofs requested).
7.6 We will notify you of delays as soon as possible.
7.7 You must promptly respond to our queries; failure may extend lead times.
7.8 We are not obligated to proceed if you haven’t approved designs or provided necessary information.
7.9 Delivery dates are estimates; no liability for delay.
7.10 Neither party is liable for delays caused by force majeure (e.g., acts of God, war, pandemics, strikes).
8. Delivery and Risk
8.1 You are responsible for all delivery-related costs unless otherwise agreed.
8.2 We will try to deliver on time and you must make arrangements to accept delivery.
8.3 You acknowledge that:
(a) time is not of the essence unless stated otherwise;
(b) delivery timeframes are estimates only.
8.4 Risk passes to you when:
(a) you or your agent collects the Goods;
(b) we or our carrier delivers the Goods to the stated location; or
(c) your nominated carrier collects the Goods.
8.5 You must ensure safe access for delivery. If unsafe, the driver may:
(a) refuse and return the Goods (extra delivery fees may apply);
(b) deliver to the nearest safe location.
8.6 You agree to sign the delivery docket or consignment note as proof of delivery.
8.7 If you authorize delivery to an unattended location, delivery is at your risk.
8.8 If delivery is deferred due to your request or inability to accept delivery:
(e) storage fees will apply;
(f) redelivery costs may apply.
8.9 Orders over 8 cartons may be delivered on pallets. If forklift is not available or handload is needed, extra charges may apply.
8.10 We may deliver in multiple lots and invoice progressively.
9. Payment Terms
9.1 Unless you have a Credit Facility with us which is not in default:
(a) Required deposits must be paid before we begin supplying;
(b) All Goods must be paid for in full before dispatch (in cash or cleared funds);
(c) Services must be paid for on a progressive hourly basis as performed.
9.2 Payment may be made via cash, cheque, EFT, Visa, or Mastercard. Accepted payment methods may change.
9.3 A payment surcharge may be applied equal to our reasonable cost of acceptance.
9.4 You must pay GST on all taxable supplies upon receiving our tax invoice.
9.5 Unless otherwise agreed, all payments must be made in AUD. You are responsible for currency conversion costs.
9.6 Payments must be made in full, without set-off, deduction, or counterclaim.
10. Claims
10.1 Clauses 10.2 to 10.4 only apply if the contract is not a Consumer Contract or Small Business Contract.
10.2 You must notify us in writing within 7 days of delivery if Goods are incorrect, damaged, or short. Provide photographic evidence if requested.
10.3 Claims for non-delivery must also be made within 7 days.
10.4 If you do not notify us in time, Goods are deemed accepted and in good condition.
11. Returns
11.1 Goods may be returned if:
(a) they do not match the contract;
(b) they are substantially defective;
(c) required by law.
11.2 If we agree, we will issue an RMA number and return shipping address.
11.3 You are liable for any damage during return transit. Insurance is recommended.
12. Retention of Title
12.1 Until full payment:
(a) Title remains with us;
(b) You hold Goods as fiduciary and bailee, storing them to identify our ownership;
(c) You must not mix Goods with similar items;
(d) You may sell Goods in the ordinary course of business as our agent and bailee;
(e) Sale proceeds are held on trust for us.
12.2 We may enter your premises to inspect or repossess unpaid Goods.
12.3 You waive any claims of trespass relating to our entry.
12.4 We may sell repossessed Goods, including those bearing your trademark, and you grant us an irrevocable licence to do so.
12.5 Our interest under this clause is a purchase money security interest under the PPS Act.
13. Security Interest
13.1 You must reimburse us for any costs of registering security interests under the PPS Act.
13.2 Without written consent, you must not:
(a) register a financing change statement for our interest;
(b) create or register any interest in the Goods in favour of another party.
13.3 You:
(a) waive rights to receive verification statements under section 157 of the PPS Act;
(b) agree that various PPS Act sections do not apply, and waive related notice rights.
13.4 We are not required to disclose information under section 275(1) unless legally obligated.
13.5 Our other contractual rights continue alongside those in the PPS Act.
14. Particular Purpose
If you require Goods for a specific purpose, you must inform us and obtain a written assurance. Otherwise, you agree you did not rely on our skill or judgment.
15. Customer Material
15.1 You warrant that Customer Material:
(a) is accurate;
(b) does not infringe third-party IP.
15.2 You grant us a royalty-free, perpetual worldwide licence to use Customer Material for:
(a) supplying Goods;
(b) marketing and advertising.
16. Acknowledgement and Attribution
16.1 You allow us to use your name/logo and images of installed Goods in marketing.
16.2 Public representations of Goods may include attribution to us under moral rights laws.
17. Intellectual Property Rights
17.1 All IP in Working Documents and supplied Goods remains ours.
17.2 Any improvements to our IP vest in us upon creation. You assign these to us.
17.3 You may not use our IP without written consent.
18. Default
18.1 Clauses 18.2 to 18.4 apply if you fail to pay us on time.
18.2 We may charge interest at 10% p.a. on overdue amounts (including judgment debts).
18.3 We may suspend or cease supplying further Goods or Services.
18.4 We may require full pre-payment for any undelivered Goods or unperformed Services.
19. Indemnity
19.1 If you breach your obligations under the contract:
(a) We will act reasonably to mitigate loss;
(b) We will notify you to pay or remedy the breach;
(c) If not remedied, you indemnify us for all loss, costs (including legal costs), and damages.
19.2 Your liability is reduced proportionally to any fault or breach by us.
19.3 This indemnity survives termination and is independent of other obligations.
20. Limitation of Liability
20.1 No party is liable for any Consequential Loss (as defined), even under indemnities.
20.2 We are not liable for delays in estimated delivery or performance times.
20.3 If not a Consumer or Small Business Contract, our liability is limited to:
(a) For Goods:
(i) Repair or replacement; or
(ii) Reimbursement of cost to repair/replace.
(b) For Services:
(i) Re-supply of services; or
(ii) Reimbursement of cost to re-supply.
21. Termination
Either party may terminate immediately by written notice if the other party:
(a) Commits a material or persistent breach and doesn’t remedy it within 7 days;
(b) Fails to pay amounts due within 7 days;
(c) Is or may become insolvent;
(d) Ceases business;
(e) Is subject to receivership or management;
(f) Is an individual and becomes bankrupt;
(g) Is a company under administration, deed of company arrangement, or liquidation.
22. Trustees
22.1 If you are a trustee, you warrant that:
(a) You contract in both trustee and personal capacities;
(b) You can be indemnified out of trust assets;
(c) You have power to enter the contract;
(d) You will not retire or appoint new trustees without prior notice and a new agreement.
22.2 You must provide a copy of the trust deed upon request.
23. Variation
We may amend these Terms by written notice. Amended Terms apply to future Orders unless you give written objection prior.
24. Assignment
You may only assign rights with our written consent.
25. Conflicts and Inconsistencies
If documents conflict, the order of precedence is:
(a) Terms in our quotation;
(b) Credit Facility terms;
(c) These Terms.
26. Severance
If part of the agreement is illegal or unenforceable, it will be modified or severed without affecting the rest.
27. Governing Law and Jurisdiction
27.1 These Terms are governed by the laws of New South Wales (NSW), Australia.
27.2 Parties submit to the exclusive jurisdiction of NSW courts.
27.3 Australian Consumer Law applies to the exclusion of foreign laws.
27.4 This excludes international conflict-of-law principles.
28. Definitions
Includes definitions for:
Australian Consumer Law
Claim
Consequential Loss
Consumer Contract
Credit Facility
Customer, Goods, Services
Intellectual Property Rights
Order, Pallets, PPS Act
Small Business Contract, Supplier, Working Documents
29. Interpretation
Clarifies grammar and interpretation rules including references to time zones, currency (AUD), parties, and expressions like “includes”.
30. Use of Personal Information
30.1 We cannot extend credit without collecting and using personal information.
30.2 We may collect and use your personal information for:
(a) Primary Purposes – including providing goods/services, assessing your credit, contacting references, reporting/collecting overdue payments, etc.
(b) Other purposes reasonably necessary to fulfil your requests.
30.3 If you submit the Credit Application or the Deed of Guarantee and Indemnity:
(a) You are providing personal information; and
(b) You accept this Privacy Statement.
31. Application of Privacy Statement
This Statement includes consents, notifications, and disclosures under the Privacy Act 1988 (Cth).
32. Specific Consents
32.1 You consent to us collecting/using/disclosing your personal info for our Primary Purposes.
32.2 You consent to us obtaining credit reports for:
Commercial credit (item 2, s20F(1));
Guarantee purposes (item 3);
Trade insurance (item 8);
Disclosure to other credit providers (s21J or s21K);
Disclosure to entities or advisers for purposes under s21N(2).
32.3 You also consent to us using your personal info for internal management, direct marketing, sales, and business development.
33. Disclosure to Credit Reporting Bodies
33.1 You consent to disclosure of your credit information to:
Equifax: www.equifax.com.au
Creditor Watch: creditorwatch.com.au
NCI: nci.com.au
Illion: illion.com.au
Experian: experian.com.au
33.2 Our credit reporting policy includes notifiable matters as per section 21C of the Privacy Act and the Credit Reporting Code 2014.
34. Disclosure to Third Parties
34.1 We may disclose your personal/credit info to:
Subsidiaries, agents, trade references, insurance providers, related entities, overseas recipients.
34.2 By consenting to overseas disclosure, Australian Privacy Principle 8.1 will not apply.
35. Our Privacy and Credit Reporting Policies
Our policies explain how to:
Access/correct personal information;
Complain about breaches of the Privacy Act, Credit Reporting Code, or Privacy Principles.
1. Effect of the Credit Application
1.1 We may extend credit if:
(a) You submit a satisfactory completed Credit Application; and
(b) We approve it at our sole discretion.
1.2 Credit approval is subject to these Credit Terms (along with the Terms of Trade and Privacy Statement).
1.3 To negotiate, you must clearly mark changes and obtain our written agreement.
2. Incorporation of Terms of Trade
2.1 By applying for credit, you:
(a) Confirm you have read our Terms of Trade;
(b) Acknowledge they apply to credit trade;
(c) Agree to be bound by them.
3. Payment Terms
3.1 Charges must be paid:
(a) Within 30 days from end of the invoiced month (unless other terms are stated);
(b) Without deduction or setoff.
4. Unauthorised Use
4.1 You must protect your account details like a banking PIN.
4.2 If you suspect misuse:
(a) Notify us by email at account@lisidea.com.au;
(b) Provide relevant information.
4.3 You are liable for unauthorised use unless:
(a) We knew of it; or
(b) You notified us promptly.
5. Credit Discretion
5.1 Your account will have a credit limit you must not exceed.
5.2 We may at any time:
(a) Refuse or approve credit;
(b) Extend credit beyond the limit;
(c) Cease credit even if under the limit.
5.3 We may close inactive accounts (unused for 6 months).
6. Variations
6.1 We may change your credit limit by written notice.
6.2 If the decrease causes a default, we will not treat it as an actual default.
6.3 We may amend these terms with:
(a) 14 days’ notice;
(b) Terms apply unless you object in writing within 14 days.
7.1 Your credit facility will be in default if any of the following occurs:
(a) You fail to pay amounts due.
(b) Your balance exceeds your credit limit (and clause 6.2 does not apply).
(c) Any corporate Customer or Guarantor enters administration, liquidation, receivership, or an arrangement with creditors.
(d) Any individual Customer or Guarantor commits an act of bankruptcy.
(e) You provided false or misleading information to support your credit application.
(f) You breach the Terms of Trade.
7.2 If your account is in default, we may:
(a) Suspend your credit account;
(b) Declare all amounts immediately due and payable;
(c) Close your credit facility.
8.1 As security for any current or future debts to us, you charge in our favour all of your:
(a) Real property (houses, land);
(b) Personal property (equipment, vehicles, household items),
regardless of whether:
(c) You hold it personally or as trustee;
(d) You own it now or in the future;
(e) Where it is located.
8.2 You irrevocably appoint our company secretary as your attorney to sign mortgages or security documents, and lodge caveats if needed.
8.3 Any prior mortgages or securities you have granted us will co-exist with these new terms, unless varied by written notice from us.
8.4 You acknowledge that:
(a) You understand this clause;
(b) It is necessary to protect our interests due to:
(i) Potential inadequacy of other forms of security;
(ii) The credit terms are based on this clause being valid;
(iii) The risk of insolvency in our industry.
A waiver of any provision must be in writing to be valid.
10.1 If you relied on oral representations, they must be documented in the Credit Application to have effect.
10.2 These Credit Terms (with incorporated terms):
(a) Form the entire agreement;
(b) Exclude all implied terms;
(c) Override prior agreements, representations, or understandings.
10.3 If you previously had a credit agreement with us:
That agreement is replaced by these terms unless expressly preserved.
In case of inconsistency, these Credit Terms prevail.
