Rayolite Conditions of Sale

Terms & Conditions

1. Preliminary

These are Rayolite Pty Ltd (the "Seller") Conditions of Sale (the "Contract"), which will apply to every contract whereby you as the Customer (the "Customer") order and purchase the items of the items set out in the order (the "Products") from the Seller.

2. The Contract

2.1. The terms of the Contract between the Seller and the Customer for the sale and supply of the Products ordered are contained collectively in all of the following:

(a) the duly completed order (whether a document, email or verbal order) ("the Order"); and

(b) these Conditions of Sale.

2.2. Any other terms or conditions presented to the Seller before or after the placement of the order are superseded by the terms contained in this Contract, unless otherwise expressly agreed in writing by the parties.

2.3. The Contract date is the date of the Order. An Order once placed may only be cancelled by the Customer if the Seller agrees in writing to its cancellation. Cancellation may be conditional on the Customer paying the costs and expenses incurred by the Seller up to the date of cancellation.

2.4. Where the Products have to be made or adapted to the Customer's particular specifications or requirements then the Customer must also pay for all work in progress up to the date of cancellation.

3. Defined Terms

In these Standard Terms and Conditions and any related documents, unless the context otherwise requires the following words and phrases mean:

"Delivery" means delivery at to the Buyer's premises or such other place as the Seller and the Customer may in writing agree as the place of delivery for the Products Ordered.

"GST" means Goods and Services Tax.

"GST Act" means A New Tax System (Goods & Services Tax) Act 1999 (Cth).

"Intellectual Property" means all copyright in all designs, plans and drawings of the Products, all Designs whether registered or unregistered, all trademarks and logos whether registered or unregistered, all patents granted and patents pending and all know-how and information pertaining to the manufacture of the Products.

"Price" price quoted by the Seller to the Buyer.

"Specifications" means any Seller's specifications applicable to an item of the Products and where applicable any specifications for Installation.

"Tax Invoice" means a tax invoice that complies with the GST Act.

4. Price

4.1 The Seller agrees to sell and the Customer agrees to buy the Products ordered by the Customer for the amount quoted by the Seller to the Buyer ("the Price"). The Price is quoted excluding GST and must be paid COD or at such other time as the Seller and the Customer may in writing agree. Between the order date and the delivery date the Price may increase by the amount of any increase in the cost of materials, transport, labour, customs duty, insurance and other rates and costs or any other factors (including any change in exchange rates) affecting the cost of supply, production and/or delivery of the Products due to circumstances beyond the control of the Seller. The Customer shall meet any additional costs of complying with any change in regulations, bylaws, codes and standards with which the Seller is obliged to comply after the order date.

4.2 The Seller will render a Tax Invoice to the Customer on or prior to delivery of the Products.

5. Price and Partial Delivery

5.1. Where there is partial delivery of the Products, then the Seller will be entitled to be paid by the Customer that proportion or percentage of the Price that relates to those Products delivered on that partial delivery.

6. Warranties

6.1. The Seller warrants to the Customer that:

6.1.1. the Products will be manufactured by the Seller using good and suitable materials and components;

6.1.2. the Products will be fit and merchantable for their general purposes; and

6.1.3. if the Customer communicates to the Seller within three (3) days of delivery of the Product that they believe there is a fault with any Product, the Seller will investigate the matter and sample the Product. Where the testing shows a fault of the Product the Seller will, at its discretion replace or remedy any faulty Products. If the Customer fails to notify the Seller of any faults within the time frames in this clause it will be barred from making any claim of this nature.

6.2. The Seller will not be responsible for any damage to the Products which occurs at any time after delivery unless the Customer can provide reasonable evidence, within three (3) days of delivery, that the damage was a direct result of any fault or defect: in the manufacture of the Products ordered;

6.2.1. in the materials or components used in the manufacture of the Products ordered;

6.2.2. in the packing of the Products ordered;

6.2.3. in the products ordered which the Customer can show was caused prior to Delivery.

6.3. The Seller will not be liable to the Customer for any damage or destruction of the Products caused by:

6.3.1. any failure by the Customer to properly or safely store the Products;

6.3.2. any failure by the Customer to properly move the Products after delivery;

6.3.3. any failure by the Customer to properly install, apply or use the Products;

6.3.4. any failure by the Customer to deal with the Products in accordance with instructions, manuals, guides, or other documents advising of the proper use of the Products;

6.3.5. any failure by the Customer to use the Products for their purpose;

6.3.6. any use by the Customer or any other person of the Products contrary to their specifications;

6.3.7. any act or omission by the Customer or any third party after Delivery;

6.3.8. any failure to properly store or maintain the Products.

6.4. Subject to the express terms of this Contract and to any statute or regulations (State or Federal) which cannot be excluded contractually, the Parties expressly agree that:

6.4.1. the Seller does not accept any liability whatsoever in respect of any loss or damage (including injury, death, loss of profits or repudiation, economic loss and consequential loss or other damage) however caused (including the Seller's negligence) which may be suffered or incurred or which may arise either directly or indirectly in respect of any use of the Products;

6.4.2. all Warranties implied by any Statute that can be excluded are hereby expressly excluded.

6.5. Where any third party suffers loss, damage or injury (including personal injury) as a direct or indirect result of any failure referred to in Clause 6.3 above or as a direct or indirect result of any misuse of the Products then the Customer hereby indemnifies the Seller against any liability (including costs) of the Seller to that third party.

7. Delivery of the Products

7.1. The Seller will deliver the Products safely and securely packed.

7.2. The Customer or the Customer's representative must be present on delivery to inspect the Products ordered and sign for acceptance of the Products on delivery.

8. Payment

8.1. Unless otherwise agreed in writing, payment for the Products ordered must be made COD on Delivery.

8.2. Where payment is made with a credit card facility, the merchant fee is at the Customer's cost.

8.3. The Customer shall not withhold payment nor make any deductions from the Price for any reason whatsoever.

8.4. Where the Seller considers the credit of the Customer to be unsatisfactory, the Seller may require security in the form of a bank guarantee or otherwise from the Customer and/or may suspend all deliveries until security is provided.

8.5. The Seller always reserves the right at any time to require whole or partial payment of the Price by the Customer at any time before delivery.

8.6. Where the whole or partial payment of the Price is required by the Seller before delivery, any failure by the Customer to make such payment when required by the Seller entitles the Seller to:

8.6.1. suspend manufacture of the Products ordered; and/or

8.6.2. after seven (7) days' prior written notice to the Customer, terminate this Contract and claim any damages. Damages will include the actual cost of work in progress up to termination plus the Seller's loss of gross profit on the Products ordered, delivery costs, storage costs and other costs associated with the Products, as well as legal fees incurred to recover the debt from the Customer; and/or

8.6.3. if the Customer defaults in the payment of any moneys payable to the Seller under the Contract, the Seller reserves the right to charge interest on overdue amounts owing to it without further prior notice to the Customer at a rate of four per centum (4%) per month or at such other rate as may be fixed from time to time by the Seller such interest to be computed from the date a payment becomes overdue until payment of such monies is received in full.

9. Variations

9.1. The Seller does not agree to any variations to this Contract. This Contract does not oblige the Seller to accept any variation in the Products to be supplied.

9.2. The Seller will however (without obligation) consider any variations sought by the Customer.

9.3. The terms of any variation will not be binding unless and until they are agreed in writing and signed by the Seller and the Customer. They will then and only then constitute a variation to this Contract.

10. Time of Delivery and Delay

10.1. Delivery shall be made at the places indicated in the Order or, if no place indicated, at the Seller's premises.

10.2. The Seller may deliver the Products by instalments and each instalment shall be deemed to be a separate contract under the same provisions as the main Contract. Failure to deliver or defective delivery by the Seller of one or more instalments shall not entitle the Customer to repudiate the main Contract.

10.3. If the Seller is unable to deliver the Products to the Customer by the date or dates of Delivery set out in the order, then the Seller must promptly notify the Customer in writing to that effect with estimates of the revised time for the delivery of the Products ordered.

10.4. Notwithstanding anything else in this Contract, the Seller will not be liable to the Customer for any delay in Delivery of the Products or any part thereof, irrespective of the cause of the Seller's delay.

10.5. If the Customer fails to pay for the Products ordered then the Seller may sue the Customer for the Price as a debt immediately due and owing to the Seller by the Customer.

11. Title

11.1. Unless otherwise agreed in writing by the Seller and the Customer, title in the Products ordered will not pass to the Customer until the Products are fully paid for by the Customer. Where the Products have been delivered to the Customer prior to having been fully paid for, the Customer will hold the Products until full payment has been made as a baillee at will for the Seller.

11.2. Whilst ownership remains with the Seller, where the Products are to be installed or applied by the Customer, the Customer acknowledges and agrees that the Customer may sell or use the Products in the ordinary course of its business. This authority may be revoked by written notice from the Seller at any time if the Seller considers the credit of the Customer to be unsatisfactory or if the Customer is in default in the performance of its obligations under the Contract.

11.3. The Parties agree that the full risk of damage, loss or destruction to the Products will pass to the Customer on delivery of the Products even if title has not passed to the Customer at the time of such damage, loss or destruction. In the event that the Products are damaged, lost or destroyed after delivery but before title has passed, the Customer will continue to be liable to the Seller to pay any balance of the Price.

12. Suspension of Delivery

12.1. The Seller may suspend delivery of the Products without being in breach of this Contract if:

12.1.1. where the Customer must make a pre-payment or instalment and fails to pay any pre-payment or instalment of the Price for Products ordered until such payment is made;

12.1.2. the Customer fails to inspect the Products ordered promptly upon being required by the Seller to do so but only until such inspection occurs;

12.1.3. whilst any dispute between the Customer and the Seller remains unresolved;

12.1.4. the Customer owes any money to the Seller on any account whatsoever;

12.1.5. in the reasonable opinion of the Seller, the Customer will be unable to pay the Price or balance of the Price to the Seller.

12.2. The Seller must give 7 days' prior written notice to the Customer of its intention to suspend Delivery and the reasons for such suspension.

13. Installation and application

13.1. Unless otherwise agreed in writing, installation and application of the Products ordered is not part of this Contract.

13.2. Installation and application of the Products ordered is the Customer's exclusive responsibility and the Seller will not be responsible for any damage done to the Products or to the Customer or a third party's property during, or as a consequence of, their installation and application or during or as a consequence of the Customer taking delivery of the Products at the site of installation or application and attempting to install or apply them.

14. Ownership of Intellectual Property

14.1. Nothing in the Contract between the Parties gives the Customer any interest or right to the Intellectual Property in the Products ordered which Intellectual Property the Customer acknowledges is exclusively owned by the Seller.

14.2. All copyright in all manuals, diagrams, drawings, plans and specifications that are provided to the Customer with the Products ordered remains the sole and exclusive property of the Seller and such items are not to be reproduced without prior written permission of the Seller.

15. Inspection of the Products

15.1. It is the Customer's obligation to inspect the Products ordered upon delivery of the Products and not longer than three (3) days of delivery of the Products.

16. Liability

16.1. The Seller shall not be liable for any loss of profits or any consequential, indirect or special loss, damage or injury of any kind whatsoever suffered by the Customer arising directly or indirectly from any breach of any of the Seller's obligations arising under or in connection with the Contract or from any cancellation of the Contract or from any negligence, misrepresentation or other act or omission on the part of the Seller, its employees, agents or contractors. The Seller shall not be liable for any loss, damage or injury caused to the Customer's employees, agents, contractors, customers, visitors, tenants, trespasses or other persons whomsoever (whether similar to the foregoing or not) arising as aforesaid. The Customer indemnifies the Seller against any claim by any of the foregoing persons in respect of any loss, damage or injury arising as aforesaid.

16.2. Not withstanding anything contained in this clause or elsewhere in the Contract, the liability of the Seller in respect of all claims for loss, damage or injury arising from breach or any of the Seller's obligations arising under or in connection with the Contract, from any cancellation of the Contract or from any negligence, misrepresentation or other act or omission on the part of the Seller, its employees, agents or contractors shall not in aggregate exceed the invoice price of the Products being the subject of the claim.

17. Privacy

17.1. The Customer aggress that the Seller may obtain information about the Customer from the Customer or any other person (including any credit or debt collection agencies) in the course of its business and for the purposes of credit worthiness assessment, and the Customer consents to this occurring.

18. Waiver

18.1. The failure by either the Customer or the Seller to exercise or enforce any rights conferred hereunder shall not, except where there is an express term to the contrary, be construed or deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or other times thereafter.

18.2. A waiver of any right must be in writing signed by the Party waiving that right.

19. Termination

19.1. The Seller may terminate this Contract or cease to supply the Customer with Product at any time for its convenience.

19.2. If the Customer:

19.2.1 enters into a deed of arrangement or commits an act of bankruptcy or compounds with its creditors or becomes insolvent, or has a trustee appointed to any of its assets or has a summons for its winding up filed, goes into liquidation or has a receiver appointed to the whole or any part of its assets or if an Administrator is appointed under Section 436A of the Corporations Act 2001; or

19.2.2 is in breach of any of the terms and/or conditions of this Contract then, the Seller may immediately stop manufacture of any of the Products, stop any of the Products in transit, suspend delivery and any further performance of this Contract and/or any other agreement with the Customer without prejudice to any of the Seller's other rights and remedies and without being in breach of any of the Seller's obligations under this Contract.

19.3. The Seller may also upon the happening of any event or circumstance in Clause 19.1 by notice in writing to the Customer terminate this contract. Such termination will be in addition to and will not affect or modify in any way the Seller's legal rights to seek damages or other relief.

20. Notice

20.1. Any notice required to be served must be in writing and may be served personally by facsimile or by email addressed to the recipient. A notice served by pre-paid post shall be deemed served two days after posting (whether received or not) to the recipient's registered office or place of business.

20.2. A notice served by email or by facsimile must be addressed to the Party concerned at its facsimile or email address and shall be deemed received the day after sending. An email or facsimile report shall be conclusive evidence of it having been sent and served.

21. Governing Law

21.1. This Contract shall be governed by and construed and interpreted in accordance with the laws of the State or Territory of Australia in which the Seller has its principal place of business.

21.2. Any dispute will be subject to the exclusive jurisdiction of the Courts of that State or Territory.

22. Interpretation

22.1. Where words importing the singular number or the plural number are used they include the plural number and singular number respectively and where words are used importing the neuter, female or masculine gender they include if applicable the masculine, feminine or neuter gender respectively.

22.2. Any reference to the Seller or the Customer includes their respective lawful successors and assigns.

22.3. The reference to any statute, by-law, code of conduct or standard is a reference to any and all applicable amendments, variations or replacements thereof.

23. Disputes

23.1. In the event of any dispute arising between the Seller and the Customer as to any Party's rights or obligations under the Contract or as to whether either Party has breached or failed to meet its obligations then both Parties agree to meet together and in good faith seek to resolve the dispute.

23.2. If notwithstanding this clause the dispute remains unresolved either Party may take such actions as it thinks fit to enforce its rights against the other.

24. Whole Agreement

24.1. The content of the documents in Clause 2 constitute the whole of the terms of this Contract. Except to the extent the law provides as mandatory requirement a term to be implied, no term is to be implied into this Contract.

24.2. All prior representations, undertakings and statements made by either Party to the other and not expressly included in this Contract are hereby expressly excluded from this Contract and each Party expressly hereby states that it has not relied in any way on such prior representations, undertakings or statements in deciding to enter into this Contract.

24.3. If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect.