LAE LTD TERMS & CONDITIONS OF TRADE

1. DEFINITIONS
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1.1 “LAE” shall mean Lister Automation & Engineering, or any agents or employees thereof.
1.2 “Customer” shall mean the Customer, any person acting on behalf of and with the authority of the Customer, or any person purchasing products and services from LAE.
1.3 “Goods” shall mean:
1.3.1 all Goods of the general description specified on the front of this agreement and supplied by LAE to the Customer; and
1.3.2 all Goods supplied by LAE to the Customer; and
1.3.3 all inventory of the Customer that is supplied by LAE; and
1.3.4 all Goods supplied by LAE and further identified in any invoice issued by LAE to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and
1.3.5 all Goods that are marked as having been supplied by LAE or that are stored by the Customer in a manner that enables them to be identified as having been supplied by LAE; and
1.3.6 All of the Customer’s present and after-acquired Goods that LAE have performed work on or to or in which goods or materials supplied or financed by LAE have been attached or incorporated.
1.3.7 The above descriptions may overlap but each is independent of and does not limit the others.
1.4 “Goods and Services” shall mean all goods, products, services and advice provided by LAE to the Customer and shall include without limitation all electrical contracting and maintenance services and the supply of components and all charges for labour, hire charges, insurance charges, or any fee or charge associated with the supply of Goods and Services by LAE to the Customer.
1.5 “Price” shall mean the cost of the Goods and Services as agreed between LAE and the Customer and includes all disbursements eg charges LAE pay to others on the Customer's behalf subject to clause 4 of this contract.
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2. ACCEPTANCE
2.1 Any instructions received by LAE from the Customer for the supply of Goods and Services shall constitute a binding contract and acceptance of the terms and conditions contained herein.
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3. COLLECTION AND USE OF INFORMATION
3.1 The Customer authorises LAE to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under this contract, or marketing any Goods and Services provided by LAE to any other party.
3.2 The Customer authorises LAE to disclose any information obtained to any person for the purposes set out in clause 3.1.3.3 Where the Customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.
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4. PRICE
4.1 Where no price is stated in writing or agreed to orally the Goods and Services shall be deemed to be sold at the current amount as such Goods and Services are sold by LAE at the time of the contract.
4.2 The price may be increased by the amount of any reasonable increase in the cost of supply of the Goods and Services that is beyond the control of LAE between the date of the contract and delivery of the Goods and Services.
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5. PAYMENT
5.1 Payment for Goods and Services shall be made in full on or before the 20th day of the month following the date of the invoice (“the due date”).
5.2 Interest may be charged on any amount owing after the due date at the rate of 10% per month or part month.
5.3 Any expenses, disbursements and legal costs incurred by LAE in the enforcement of any rights contained in this contract shall be paid by the Customer, including any reasonable solicitor’s fees or debt collection agency fees.
5.4 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
6. QUOTATION
6.1 Where a quotation is given by LAE for Goods and Services:
6.1.1 Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
6.1.2 The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary;
6.1.3 LAE reserve the right to alter the quotation because of circumstances beyond its control.
6.2 Where Goods and Services are required in addition to the quotation the Customer agrees to pay for the additional cost of such Goods and Services.
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7. RISK
7.1 Risk in any Goods and Services supplied by LAE shall pass when the Goods and Services are delivered to the Customer and it shall be the Customer’s obligation to insure the Goods and Services from that time.
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8. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
8.1 Title in any Goods supplied by LAE passes to the Customer only when the Customer has made payment in full for all Goods provided by LAE and of all other sums due to LAE by the Customer on any account whatsoever. Until all sums due to LAE by the Customer have been paid in full, LAE has a security interest in all Goods.
8.2 If the Goods are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the Goods shall remain with LAE until the Customer has made payment for all Goods, and where those Goods are mixed with other property so as to be part of or a constituent of any new Goods, title to these new Goods shall deemed to be assigned to LAE as security for the full satisfaction by the Customer of the full amount owing between LAE and Customer.
8.3 The Customer gives irrevocable authority to LAE to enter any premises occupied by the Customer or on which Goods are situated at any reasonable time after default by the Customer or before default if LAE believes a default is likely and to remove and repossess any Goods and any other property to which Goods are attached or in which Goods are incorporated. LAE shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. LAE may either resell any repossessed Goods and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Goods and credit the Customer’s account with the invoice value thereof less such sum as LAE reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
8.4 Where Goods are retained by LAE pursuant to clause 8.3 the Customer waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under s.121 of the PPSA.
8.5 The following shall constitute defaults by the Customer:
8.5.1 Non-payment of any sum by the due date.
8.5.2 The Customer intimates that it will not pay any sum by the due date.
8.5.3 Any Goods are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Goods.
8.5.4 Any Goods in the possession of the Customer are materially damaged while any sum due from the Customer to LAE remains unpaid.
8.5.5 The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlord distains against any of the Customer’s assets.
8.5.6 A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.8.5.7 Any material adverse change in the financial position of the Customer.
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9. SECURITY INTEREST FOR SERVICE PROVIDERS
9.1 The Customer gives LAE a security interest in all of the Customer’s present and after-acquired property that LAE has performed services on or to or in which goods or materials supplied or financed by LAE have been attached or incorporated.
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10. DISPUTES
10.1 No claim relating to Goods and Services will be considered unless made within seven (7) days of delivery.
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11. LIABILITY
11.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon LAE which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on LAE, LAE’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
11.2 Except as otherwise provided by clause 11.1
LAE shall not be liable for:
11.2.1 Any loss or damage of any kind whatsoever, arising from the supply of Goods and Services by LAE to the Customer, including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods andServices provided by LAE to the Customer; and
11.2.2 The Customer shall indemnify LAE against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of LAE or otherwise, brought by any person in connection with any matter, act, omission, or error by LAE its agents or employees in connection with the Goods and Services.
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12. WARRANTY
12.1 Manufacturer’s warranty applies where applicable.
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13. CONSUMER GUARANTEES ACT
13.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Goods and Services from LAE for the purposes of a business in terms of section 2 and 43 of that Act.
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14. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
14.1 If the Customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for LAE agreeing to supply Goods and Services and grant credit to the Customer at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to LAE the payment of any and all monies now or hereafter owed by the Customer to LAE and indemnify LAE against non-payment by the Customer.
Any personal liability of a signatory hereto shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.
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15. MISCELLANEOUS
15.1 LAE shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
15.2 Failure by LAE to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations LAE has under this contract.
15.3 If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
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16. LIEN
16.1 The customer hereby acknowledges that LAE has a Lien over all goods in its possession belonging to the Customer to secure payment of any or all amounts outstanding from time to time.
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17. CANCELLATION
17.1 Orders placed with LAE cannot be cancelled without the written approval of LAE. In the event that LAE accepts the cancellation of any order placed, it shall be entitled to charge a reasonable fee for any work done on behalf of LAE to the date of the cancellation including a fee for the processing and acceptance of the Customer’s order and request for cancellation.