Terms & Conditions
Terms & Conditions
All images on this website are for illustration purposes only and products may vary slightly to image depicted, Product information is also subject to change.
zlights has the right to immediately cancel any customer’s login or account if zlights feels that customer is misusing the site in anyway.
Injury and Death
Many of the products sold by zlights must be installed by a qualified Electrician. zlights can not be held responsible for injuries or deaths incurred whilst installing any products purchased through zlights.
All pricing is in Australian Dollars (AUD) and product pricing is GST inclusive. zlights pricing is live and can increase and decrease at any time. If a supplier increases a product price and this is reflected in zlights new sell price, zlights reserves the right to not honour existing prices before the increase.
Dispatch & Freight Delays
zlights endeavours to dispatch and deliver orders placed by our customers within industry leading times.
zlights, however, reserves the right not to compensate a customer due to dispatch delays and/or delays resulting from our freight carrier partners.
The supply of Goods and Services by Brands Co Pty Ltd ABN 54 642 974 801 (trading as zlights) to the Buyer will be subject to these Terms and Conditions.
The website https://www.zlights.com.au (the "website") is owned and operated by Brands Co Pty Ltd ABN (54 642 974 801) (t/as and referred as zlights "we", "our", "us" or the "Company") located in Sydney, Australia.
The words “You” and “Your” refer to registered users, customers, resellers, associates, suppliers or general public visitors to our website.
- 1.1. In these terms and conditions, unless the context otherwise requires:
- (a) “Buyer” means any person or persons, company or business entity to whom the Seller sells or supplies, or proposes to sell or supply, Goods or Services.
- (b) “Goods” means the goods or products supplied or sold by the Seller to the Buyer from time to time.
- (c) “GST” means goods and services tax or other tax that is substituted or replaces such tax as defined in the GST Law.
- (d) “GST Law” means the New Tax System (Goods and Services Tax) Act 1999 (Cth).
- (e) “Order” means a purchase order issued by the Buyer to the Supplier in writing via email or a system generated document or any other suitable media.
- (f) “PPSA” means the Personal Property Securities Act 2009 (Cth) as amended from time to time.
- (g) “Price” means the price of the Goods.
- (h) “Quote” means any quote that remains valid for 30 days and includes only the Goods.
- (i) “Seller” means Brands Co Pty Ltd ABN 54 642 974 801 (trading as zlights).
- (j) “Services” means any services provided by the Supplier and its agents.
- (k) “Supplier” means the Seller.
- (l) “Terms and Conditions” means these Terms and Conditions.
- 2.1. These Terms and Conditions form the entire agreement between the Buyer and the Seller in connection with the supply of the Goods.
- 2.2. To the extent permitted by law, any statement, representation or promise made in any document, negotiation or discussion has no effect except where expressly set out in writing.
- 2.3. These Terms and Conditions will be deemed to have been accepted by the Buyer upon the earlier of:
- (a) the execution of this document; or
- (b) the Buyer issuing an Order to the Seller; or
- (c) the Seller doing any act that indicates fulfilment of an Order; or
- (d) from the date of any delivery of the Goods and will constitute the entire agreement between Buyer and Seller.
- 2.4. These Terms and Conditions and the quotation (together, the ‘Contract’) apply to the purchase and sale of any Goods between Buyer and Seller, to the exclusion of any other terms that the Buyer may try to impose or incorporate, or which are implied by trade, custom, practice or course of dealings.
- 2.5. These Terms and Conditions shall without further notice apply to all future transactions between the Seller and the Buyer in relation to the sale and purchase of Goods, whether or not this document is delivered or executed in the course of the transaction.
- 2.6. Any Quote given by the Seller is not and shall not be interpreted as an offer capable of acceptance or as creating an obligation to sell.
- 2.7. All representations & details furnished by the Seller or contained in catalogues, price lists or website are by way of general description of the Goods only and shall not form part of this Contract.
- 2.8. If a Buyer cancels or modifies any Order or part of an Order for Goods at any time, then without prejudice to any other rights the Seller has against the Buyer the Seller reserves the right to charge the Buyer additional costs associated with the labour and modification of the Order.
- 2.10. You must not:
- (a) use the Sellers website for any activities that breach any laws, regulations, standards, codes, and/or any third party’s rights;
- (b) post to or transmit to or attempt to transmit via the Sellers website:
- (i) any material which interferes with any person or entity, or prevents any person or entity from accessing, using or enjoying the Sellers website;
- (ii) any obscene, indecent, inflammatory, pornographic, illegal, unlawful, defamatory, harassing, threatening, menacing, offensive or otherwise inappropriate material; and/or
- (iii) any viruses, worms, defects, Trojan horses or similar disabling or malicious code;
- (c) engage in any illegal, unlawful or fraudulent conduct, and without limitation, you must not:
- (i) make fraudulent enquiries and/or requests through our website;
- (ii) use another person’s details without their permission or impersonate another person when using our website;
- (iii) create accounts by automated means or under false or fraudulent pretences; and/or
- (iv) use the website to violate the security of any computer or other network;
- (d) tamper with or hinder the operation of our website;
- (e) use any robot, spider, site search and retrieval application or other mechanism to retrieve or index any portion of the website;
- (f) copy or translate for commercial use, reproduce, adapt, vary or modify any material in this website without the prior written consent of the Seller; and
- (g) modify, vary modify, adapt, translate or reverse engineer any portion of the website.
- 2.11. By purchasing a product on the Sellers website you are warranting that you are over 18 years of age and ability to make a legally binding contract.
- 2.12. If the purchase is made by a minor using our website and any damages or losses are suffered as a result, the Seller reserves the right to seek compensation for all losses incurred from the parents or guardians of the minor who made the transaction.
- 3.1. The Price is set out in the Seller’s Quote current at the date of the Order or as otherwise agreed between the parties in writing.
- 3.2. If the Price increases due to any factor beyond the Seller’s control including, but not limited to, material costs, labour costs, delivery costs, alteration of exchange rates or duties the Seller can increase the Price prior to delivery.
- 3.3. Any increase in the Price under the clause above will only take place after the Seller has informed the Buyer.
- 3.4. Unless otherwise agreed in writing any delivery or collection costs or expenses shall be borne by the Buyer.
- 3.5. In the event of the suspension of manufacture or supply on the Buyer’s instruction, or lack thereof, or due to the inability of Buyer to accept the Goods for any reason on or after the date on which they are ready for delivery, the Buyer shall be liable for all extra costs and losses thereby incurred by Seller.
- 3.6. The Price is inclusive of GST and the Buyer is required to pay the applicable GST to the Seller in accordance with these Terms and Conditions.
- 4.1. The Seller will invoice the Buyer for the Price either:
- (a) On or at any time after delivery of the Goods; or
- (b) Where the Goods are to be collected by Buyer, or where Buyer wrongfully does not take delivery of the Goods, at any time after Seller has notified Buyer that the Goods are ready for collection or Seller has tried to deliver them.
- 4.2. The Buyer must pay the Price of the Seller’s invoice or otherwise according to any credit terms agreed between the parties.
- 4.3. If the Buyer does not pay the Seller as set out above, the Seller will suspend any further deliveries to Buyer.
- 4.4. Time for payment is of the essence under the Contract.
- 4.5. All payments must be made in Australian dollars (AUD) unless otherwise agreed in writing between the parties.
- 4.6. The Buyer must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and the Buyer is not entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part.
- 4.7. Should the Buyer hold an account for credit with the Seller, the Buyer agrees to strictly comply with the terms and conditions of same, failing which the Buyer irrevocably authorises the Seller to retake possession of any Goods sold which have not be paid for, in accordance with clause 7 of this Contract.
- 5.1. Unless otherwise agreed between the Buyer and Seller, the Seller will arrange for the delivery of the Goods to the address specified on the Quote, or on the Order.
- 5.2. If the Buyer does not specify a delivery address, or if both the Buyer and the Seller agree, the Buyer must collect the Goods from the Seller’s premises.
- 5.3. The Seller may, at its discretion, agree to act as agent for the Buyer for delivery beyond store or works and all costs of carriage and insurance associated to same shall be paid by the Buyer. The Seller is not liable for any damages caused to the Goods whilst they are in transit.
- 5.4. Any delivery by the Seller to the Buyer shall be at the risk of the Buyer.
- 5.5. The Buyer shall at the Buyer’s expense provide labour, necessary equipment or machinery and reasonable access to the point of delivery for offloading of the Goods without delay.
- 5.6. Subject to the specific terms of any special delivery service, delivery can take on any day and must be accepted at any time between 8 am to 8 pm, or as otherwise agreed between the parties.
- 5.7. If the Buyer does not take delivery of the Goods, the Seller may, at the Seller’s discretion, and without prejudice to any other rights:
- (a) store or arrange for the storage of the Goods and will charge Buyer for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and/or
- (b) make arrangements for the redelivery of the Goods and will charge the Buyer for the costs of such redelivery; and/or
- (c) after ten (10) business days of the Buyer failing to take delivery of the Goods, resell or otherwise dispose of part or all of the Goods and charge Buyer for any shortfall below the Price.
- 5.8. If redelivery is not possible as set out above, the Buyer must collect the Goods from Seller’s premises and will be notified of this. The Seller can charge the Buyer for all associated costs including, but not limited to, storage and insurance.
- 5.9. Any dates quoted for delivery are approximates only and the parties agree that time of delivery is not of the essence. The Seller will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond the Seller’s control or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
- 5.10. The Seller can deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate Contract. Any delay in delivery or defect in an instalment will not entitle the Buyer to cancel any other instalment.
- 5.11. Made to order, bespoke customisations and custom made is defined as products that are manufactured after official placement, payment of order has been made
6. INSPECTION, ACCEPTANCE OF GOODS & WARRANTY
- 6.1. It is the Buyer’s responsibility when accepting this Contract or Order to ensure the Goods ordered conform to the Buyer’s requirements and are suitable and sufficient for the Buyer’s purpose.
- 6.2. The Buyer must inspect the Goods on delivery or collection.
- 6.3. If the Buyer identifies any damages or shortages in quantity, the Buyer must inform the Seller in writing within five (5) days of delivery, providing details of the damages and/or shortages.
- 6.4. Other than by agreement, the Seller will only accept returned Goods if the Seller is satisfied, in its discretion acting reasonably, that those Goods are defective and if required, has carried out an inspection.
- 6.5. Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace the defective Goods free of charge within twelve (12) months from the date of delivery subject to Buyer’s compliance with these Terms and Conditions.
- 6.6. The Seller will be under no liability or further obligation in relation to the Goods if:
- (a) the Buyer fails to provide notice as set above; and/or
- (b) the Buyer makes any further use of such Goods after giving notice under this clause relating to damages and/or shortages; and/or
- (c) the defect arises because the Buyer did not follow the Seller’s oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
- (d) the defect arises from normal wear and tear of the Goods; and/or
- (e) the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by the Buyer, the Buyer’s employees or agents or any third parties.
- 6.7. The Buyer bears the risk and cost of returning the Goods.
- 6.8. Acceptance of the Goods will be deemed to have taken place upon satisfactory inspection of the Goods by the Buyer and in any event within one (1) day after delivery.
- 6.9. Goods purchased and delivered in Australia, are not covered by the sellers warranty overseas/internationally.
7. RISK & TITLE
- 7.1. The risk associated to any loss, damage or deterioration of the Goods from any cause whatsoever passes from the Seller to the Buyer on each of the following events occurring (as may be applicable):
- (a) when the Buyer collects the Goods from the Seller;
- (b) when the Goods are fully loaded onto the Buyer’s alternative mode of transport for delivery; or
- (c) when the Goods are fully loaded onto the Seller’s nominated transport for delivery;
- (d) when the Goods are in the Buyers possession.
- 7.2. After the risk of the Goods passes from the Seller to the Buyer in accordance with the above clause, the Buyer acknowledges that is assumes all responsibility and risk associated with the Goods.
- 7.3. The Seller retains all legal and equitable title in any Goods supplied to the Buyer until payment in full for or in connection with the supply of the relevant Goods has been received by the Seller.
- 7.4. Until payment in full has been received by the Seller, the Buyer must:
- (a) hold the Goods on a fiduciary basis as the Seller’s bailee; and/or
- (b) store the Goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or
- (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full Price from the date of delivery.
- 7.5. The Seller is irrevocably entitled at any time and from time to time to inspect or to recover and retake possession of such Goods and otherwise exercise in relation to the Goods any of the Seller’s rights whether those rights are as owner and/or unpaid Seller or otherwise and whether those rights are conferred by common law, contract, statute or in any other way.
- 7.6. In order to exercise such entitlement, the Seller and its agents are irrevocably authorised by the Buyer to enter any of the Buyer’s premises or vehicles or those of any third party. The Buyer agrees to obtain the consent of any such third party to such entry by the Seller and to indemnify the Seller and its agents for any liability arising from any entry upon such third parties’ premises or vehicles. The Seller and its agents agree to take all reasonable care in removing the Goods from such premises or vehicles but, to the extent this liability may be disclaimed by law, are not liable for any damage or injury to such premises caused by the removal of the Goods.
- 7.7. Should the Seller retake possession of the Goods due to a default on the Buyers behalf, the costs associated with doing so shall be borne by the Buyer.
- 7.8. This reservation of title and ownership is effective whether or not the Goods have been altered from their supplies form or commingles with other goods.
- 7.9. The Buyer agrees that:
- (a) the Buyer must now allow any person to have or acquire any security interest in the Goods; and
- (b) the Buyer must not remove, deface or destroy any identifying plate, mark or number on the Goods.
- 7.10. Without limiting the generality of any charge or security interest which may be enforced by the Seller over the Goods, the Buyer agrees, on request by the Seller, to execute any documents and do all things reasonably required by the Seller to perfect the charge or security interest given including registering a mortgage security over any of the Buyer’s property.
- 7.11. The Buyer appoints the Seller to be the Buyer’s lawful attorney for the purposes of executing and registering such documents and taking all such steps in that regard.
- 7.12. The Buyer indemnifies the Seller on an indemnity basis against all costs and expenses incurred by the Seller in connection with the preparation and registration of any such steps needed to perfect the security or prepare or register the mortgage documents.
- 7.13. The Buyer consents unconditionally to the Seller lodging a caveat or caveats noting the Seller’s interest in any of the Buyer’s property.
- 7.14. If the Buyer supplies any of the Goods to any person before all money owed to the Seller has been paid by the Buyer, the Buyer agrees that:
- (a) the Buyer holds the proceeds of any re-supply of the Goods on trust for and as agent for the Seller immediately when they are receivable or are received (whichever is earlier);
- (b) the Buyer must either pay the amount of the proceeds of re-supply to the Seller immediately when they are received or pay those proceeds into a separate account with a bank or a financial institution or deposit taking institution as trustee for the Seller.
- 7.15. If the Buyer fails to pay for the Goods within the given period of time contemplated by these Terms and Conditions, or any extended period of time as agreed between the parties, the Seller may recover possession of the Goods and the Buyer agrees that the Seller has an irrevocable right to do so without incurring liability to the Buyer or any person claiming through the Buyer, even if the Goods have become a fixture of a site.
- 7.16. For any Goods supplied that are not goods that are used predominantly for personal, domestic or household purposes, the parties agree to contract out of the application of sections 95, 118, 121(4), 130, 132(4), 135, 142 or 143 of the PPSA in relation to the Goods.
- 7.17. The Buyer grants to the Seller a security interest in the Goods to secure payment of the Price. The security interest:
- (a) extends to and continues in all proceeds, accessions and processed Goods; and
- (b) is a purchase money security interest to the extent to which it secures payment of that part of the Price which comprises the aggregate unpaid purchase price of Goods.
- 7.18. The Buyer must not do or permit anything to be done that may result in the purchase money security interest granted to the Seller ranking in priority behind any other security interest.
- 7.19. The Buyer charges in favour of the Seller all of its interest in all present and future real property of the Buyer to secure the performance of the Buyer’s obligations under these Terms and Conditions, including payment of the Price.
- 7.20. The Buyer hereby waives any right the Buyer may otherwise have to:
- (a) receive any notices the Buyer would otherwise be entitles to receive under ss 95, 118, 121, 130, 132 or 135;
- (b) apply to a court for an order concerning the removal of an accession under section 97;
- (c) object to a proposal of the buyer to purchase or retain any collateral under ss 130 and 135;
- (d) receive a copy of a verification statement confirming registration of a financing statement, confirming registration of a financing statement, or a financing change statement, relating to any security interest the Seller may have in the Goods supplied to the Buyer from time to time.
- 7.21. For the purposes of this clause the expressions “accession”, “collateral”, “financing statement”, “financing change statement”, “security agreement”, “security interest”, “perfected security interest” and “verification statement” have the meanings given to them under, or in the context of the PPSA. Reference to sections are sections of the PPSA.
- 8.1. The Buyer hereby acknowledges that the Seller has a lien over all Goods in the Buyer’s possession and belonging to the Buyer for the purpose of securing a payment of any or all amounts outstanding from time to time.
- 9.1. Orders for Goods placed with the Seller cannot be cancelled without prior approval by the Seller.
- 9.2. In the event the Seller accepts a cancellation of any Order with the Buyer then the Seller shall be entitled to charge a reasonable fee for any work done on behalf of the Buyer to the date of cancellation of such Order, including but not limited to a fee for processing and acceptance of the Order, administration work and request for cancellation.
- 9.3. The Seller can terminate the Order immediately by notice to the Buyer:
- (a) if the Buyer defaults on under this Contract;
- (b) if the Seller reasonably believes the Buyer would be unable to pay any debts when they fall due; or
- (c) in the Seller’s sole discretion, for whatever reason deems it suitable to warrant termination.
- 9.4. The above termination rights are without prejudice to any other rights (including damages) that the Seller may have as a result of any default, breach or termination.
- 9.5. If the Seller terminates the Order the Buyer undertakes to indemnify the Seller against any claim or action in connection with any termination.
- 9.6. If the Order is terminated for whatever reason, the Seller may in its discretion refund to the Buyer that much of the Price that the Seller has been paid except that much of the Price, if any, relating to Goods that have already been delivered to the Buyer.
10. LIMITATION OF LIABILITY
- 10.1. The Buyer irrevocably agrees to indemnify and keep indemnified, the Seller against all liabilities contained in this clause.
- 10.2. The Seller’s liability under the Contract, by way of breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
- 10.3. Subject to the provisions of these Terms and Conditions concerned with Inspection, Acceptance, Risk and Title, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- 10.4. The Seller’s total liability will not, in any circumstance, exceed the total amount of the Price payable by the Buyer.
- 10.5. Subject to the below clause, if the Seller does not deliver the Goods, the Seller’s liability is limited to the reasonable costs and expenses incurred by Buyer in obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods.
- 10.6. The Seller will not be liable (whether caused by its employees, agents or otherwise in connection with the Goods) for:
- (a) any indirect, special or consequential loss, damage, costs, or expenses; and/or
- (b) any loss of profits, loss of anticipated profits, loss of business, loss of data, loss of reputation or goodwill, business interruption, or, other third party claims; and/or
- (c) any failure to perform any of Seller’s obligations if such delay or failure is due to any cause beyond the Seller’s reasonable control; and/or
- (d) any losses caused directly or indirectly by any failure or breach by Buyer in relation to Buyer’s obligations; and/or
- (e) any loss relating to the choice of the Goods and how such Goods will meet the Buyer’s purpose or the intended use by the Buyer of the Goods supplied.
- 10.7. The exclusions of liability contained within this clause will not exclude or limit the Seller’s liability for death or personal injury caused by Seller’s negligence, or for any matter for which it would be illegal for Seller to exclude or limit Seller’s liability and for fraud or fraudulent misrepresentation.
- 10.8. All content on our website are provided on an “as is” basis and may contain errors or omissions (including typographical errors). We do not provide any warranty or guarantee as to the:
- (a) completeness or accuracy of information on the Sellers website; and
- (b) suitability of the website or any product and/or service referred to on the Sellers website for your purpose.
- 10.9. To the full extent permitted by law:
- (b) The Seller exclude, and are not liable for, all liabilities, losses, damages, expenses and costs of any kind (including without limitation any indirect and consequential losses such as loss of revenue, loss of profits, loss of anticipated savings, any other commercial or economic loss of any kind and loss or corruption of data) as a result of or in connection with your access and/or use of our website, and/or any of our acts or omissions (including negligence).
- 10.10. You agree that if we are liable to you, and are unable to exclude such liability, our liability to you for any loss or damage will be reduced to the extent (if any) that you cause or contribute to the loss or damage.
- 10.12. We the Seller reserve the right to amend the content of our website at any time without notice. If any products and/or services are displayed on our website, we reserve the right to discontinue or change the products and/or services, their prices, colours, specifications and any other details about them at any time without notice.
- 10.13. Subject to any responsibilities implied by law and which cannot be excluded, no member of Brands Co Pty Ltd ABN (54 642 974 801) is liable to you for any losses, damages, liabilities, claims and expenses (including but not limited to legal costs and defence or settlement costs) whatsoever arising out of or referable to Material on our website or to Third Party Material, whether in contract, tort including negligence, statute or otherwise.
- 11.1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving such notice (or a duly authorised officer of that party).
- 11.2. Notices will be deemed to have been duly given:
- (a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
- (b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
- (c) on the fifth business day following mailing, if mailed by AUSPOST.
- 11.3. All notices under these Terms and Conditions must be addressed to the most recent address, email or fax number notified to the other party from time to time.
12. OWNERSHIP OF INTELLECTUAL PROPERTY
- 12.1. All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights, trademarks, patents and applications therefore, and other information or intellectual property disclosed or otherwise provided to the Buyer by the Seller and all rights therein (collectively, “Intellectual Property”) will remain the property of the Seller and will be kept confidential by the Buyer and may not be reproduced without the prior written approval of the Seller, in accordance with these Terms and Conditions.
- 12.2. The Seller grants the Buyer a license to use the Intellectual Property but such licence is restricted only to the use of Intellectual Property for the use, repair and replacement of the Goods in connection with the Order and such licence is non-transferable and is revocable by the Seller is the Contract is terminated.
- 12.3. Buyer shall have no claim to, nor ownership interest in, any Intellectual Property and such information, in whatever form and any copies thereof, shall be promptly returned to Seller upon written request from Seller.
13. FORCE MAJEURE
- 13.1. Neither party shall be liable for any failure or delay in performing their respective obligations where such failure or delay results from any Force Majeure Events.
- 13.2. In the case where the Seller is affected by a Force Majeure Event, the Seller will give the Buyer notice and the Seller’s obligations under these Terms and Conditions may be suspended to the extent to which they are affected by the relevant Force Majeure Event, for as long as the Force Majeure Event continues.
- 13.3. The Seller will use the Seller’s best endeavours to remove, overcome or minimise the effects of that Force Majeure Event, however, where such act is an industrial dispute specific to its own workforce it will deal with the event at its complete discretion. If a Force Majeure Event continues for more than three (3) months, either party may terminate the Order by giving three (3) business days written notice to the other party.
- 14.1. The Buyer may only assign the Goods or Order with the Seller’s prior written consent.
15. NO WAIVER
- 15.1. No waiver by the Seller of any breach of these Terms and Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
- 16.1. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions, which will remain valid and enforceable.
17. LAW & JURISDICTION
- 17.1. These Terms and Conditions are governed by and interpreted according to New South Wales law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the New South Wales courts.
18. LITIGATION COSTS
- 18.1. If any litigation or arbitration is commenced between Seller and Buyer concerning any provision of these Terms and Conditions, the party prevailing in the litigation or arbitration is entitled, in addition to such other relief that is granted, to a reasonable sum as and for their attorney’s fees in such litigation or arbitration, provided that if each party prevails in part, such fees shall be allocated in such manner as the court or arbitrator shall determine to be equitable in view of the relative merits and amounts of the parties’ claims. For the avoidance of doubt, this clause includes, but is not limited to, costs and expenses incurred by the Seller in connection with the recovery of any monies owing by the Buyer under these Terms and Conditions.
19. DEFECTS, WARRANTIES AND RETURNS, COMPETITION AND CONSUMER ACT 2010 (CCA)
- 19.1. The Buyer must inspect the Goods on delivery and must within seven (7) days of delivery notify the Seller in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Buyer must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification, the Customer must allow the Buyer to inspect the Goods.
- 19.2. Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).
- 19.3. The Seller acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
- 19.4. Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, The Seller makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. The Seller’s liability in respect of these warranties is limited to the fullest extent permitted by law.
- 19.5. If the Buyer is a consumer within the meaning of the CCA, The Seller’s liability is limited to the extent permitted by section 64A of Schedule 2.
- 19.6. If the Seller is required to replace the Goods under this clause or the CCA, but is unable to do so, the Seller may refund any money the Customer has paid for the Goods.
- 19.7. If the Customer is not a consumer within the meaning of the CCA, The Seller’s liability for any defect or damage in the Goods is:
- (a) limited to the value of any express warranty or warranty card provided to the Customer by the Seller at the Seller’s sole discretion;
- (b) limited to any warranty to which the Seller is entitled, if the Seller did not manufacture the Goods;
- (c) otherwise negated absolutely.
- 19.8. Subject to this clause 11, returns will only be accepted provided that:
- (a) the Buyer has complied with the provisions of clause 19.1; and
- (b) The Seller has agreed that the Goods are defective; and
- (c) the Goods are returned within a reasonable time at the Buyers’s cost (if that cost is not significant); and
- (d) the Goods are returned in as close a condition to that in which they were delivered as is possible.
- 19.9. Notwithstanding clauses 19.1 to 19.8 but subject to the CCA, The Seller shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
- (a) the Buyer failing to properly maintain or store any Goods;
- (b) the Buyer using the Goods for any purpose other than that for which they were designed;
- (c) the Buyer continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
- (d) the Customer failing to follow any instructions or guidelines provided by the Seller;
- (e) fair wear and tear, any accident, or act of God.
- 19.10. The Seller may in its absolute discretion accept non-defective Goods for return in which case the Seller may require the Buyer to pay handling fees of up to thirty percent (30%) of the value of the returned Goods plus any freight costs.
- 19.11. Notwithstanding anything contained in this clause if the Seller is required by a law to accept a return then the Seller will only accept a return on the conditions imposed by that law.
- 20.1. Any specification, illustration or description accompanying a quotation, website, datasheet, catalogue and any other material is indicative and may not completely represent the Goods. The Seller reserves the right to incorporate minor modifications thereto without notice and without incurring any liability.
- 21.1. The Seller shall not be liable in any way whatsoever for any advice, assistance or representation given or omitted to be given in respect of products and services other than those directly provided by the Seller.
- 21.2. In no circumstance whatsoever will the Seller be liable for loss of profits, contracts, goodwill, business, and anticipated savings and rectification costs for third party claims.
- 21.3. The Seller will not be liable for any electrical costs incurred if the Sellers product/s are deemed faulty after installation. Goods need to be returned to the place of purchase, whereby the Seller and Customer (not end user) will follow standard procedure to remedy situation.
- THIRD PARTY SITUATIONS
- 22.1. Cancellations – No cancellations or partial cancellation of an order, where the goods to be supplied are “special or project items” shall be accepted by the Seller unless it has first agreed in writing to such cancellation or partial cancellation.
- 22.2. Short Deliveries – All claims made against short deliveries must be made in writing within 7days of delivery, no claims for short delivery will be recognised after this time. The purchaser shall be responsible insuring that the total number of cartons delivery corresponds exactly with the courier’s consignment note. The Seller will not be responsible for any such short deliveries.
- 22.3. Sample Items Returned – All goods/items supplied as samples if returned, will incur a 10% handling fee, the Buyer is also liable for freight on costs & any damages that may occur. Goods claimed as samples will only be accepted if the original purchase order confirms that the goods were required as samples. Any products with colour or physical modifications are classified as “specials” and cannot be returned.
- 23.1. These terms and conditions may be changed by the Seller from time to time by the Seller giving notice of the change to the Customer. Notice is deemed given (whether or not actually received) when the Seller sends notice of the amendment to the Customer at any address (including an email address) supplied by the Customer; or (b) publishes the amended terms on its website and/or Price List(s);
- CUSTOMS CHARGES
- 24.1. Please note, shipments to all overseas addresses fall under the import regulations of the receiving country. You should be aware the Buyer may be asked to pay sales tax or duties and you should be prepared for this. The Seller cannot take responsibility for the payment of any tariffs and taxes charged by a foreign government.
- CUSTOMS TAXES & DUTIES CHARGES
- 25.1. In an attempt to provide increased value to our Buyers, www.zlights.com.au may link to sites operated by third parties. However, even if the third party is affiliated with www.zlights.com.au, the Seller has no control over these linked sites, all of which have separate privacy and data collection practices, independent of the Seller. These linked sites are only for your convenience and therefore you access them at your own risk. Nonetheless, the Seller seeks to protect the integrity of its web site and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well (including if a specific link does not work).
- COPYRIGHT NOTICE & ANNOUNCEMENT
- 26.1. The Seller respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes trademark or copyright infringement, please submit your complaint by a report to firstname.lastname@example.org This email does not accept any emails that are not related to copyright issues. If you have further questions, please contact our customer service team. We will quickly respond to the rights of owners with any concerns they may have about any alleged IP disputes.
- (a) To claim a copyright or trademark complaint, please provide us with the following information:
- (i) A description of the IP rights that you claim has been infringed upon;
- (ii) A description or web-link of the product you claim is being infringed;
- (iii) Your contact information including address, telephone number, and e-mail address;
- (iv) statement by you made under penalty of perjury, that the above information in your notice is accurate and that you are the IP right owner or authorized to act on the copyright owner's behalf.
- 26.2. The design and appearance of products sold by the Seller is determined by the manufacturer of each product and as such, the Seller does not accept (and to the fullest extent permissible under the law, disclaims) any liability with respect to any similarity in design or appearance between products sold by the Seller and any other products. The Seller does not claim (unless expressly stated otherwise) any affiliation or association with any third-party designers or manufacturers of lighting products whatsoever and any similarity in the design or appearance between products sold by the Seller and any other products is coincidental and/or the sole product of the manufacturer’s design process.
- 26.3. Where the Seller is asked to assist with the selection of a lighting product, the Seller will offer a selection of suitable products manufactured by third parties. For the avoidance of doubt, any recommendations made by the Seller are a statement of the Seller’s opinion as to the similarity in physical appearance and/or quality of materials between products and do not constitute the endorsement of any product, or an offer to reproduce any product by the Seller.