STANDARD TERMS AND CONDITIONS

The Trustee for the GR8 Trust (ABN 76 318 323 422) trading as Life LED Lighting (“Life LED”)

1        TERMS OF AGREEMENT

1.1      This document is Life LED’s offer to the Customer to supply the Goods and/or Services described in the relevant purchase order and specification (if any) to Life LED on these terms and conditions.  Acceptance of this document by the Customer will constitute a binding contract between Life LED and the Customer (“Agreement”).

1.2      This Agreement is the entire agreement between the parties relating to the subject matter.

1.3      If the Customer is unwilling or unable to accept the offer made by Life LED in this Agreement on these terms and conditions, the Customer will immediately contact Life LED and advise in writing of any variations it requires to be made for the acceptance or rejection in writing by Life LED.

1.4      If the Customer proceeds with the manufacture or supply of the Goods and/or Services without first requesting or receiving Life LED’s written acceptance of variations proposed by the Customer, then the Customer has deemed to have accepted these terms and conditions and the terms of the relevant purchase order and specification (if any).

1.5      No addition to or modification of this Agreement will bind either of the parties unless it is made in writing and signed by both parties.

2       WARRANTIES

2.1    The provisions of schedule 2, chapter 3, part 3-2, division 1 of the Competition and Consumer Act 2010 (Cth) (as amended from time to time) will form part of this Agreement as if the same were set out in full herein.

2.2    In addition to the provisions of clause 2.1, Life LED warrants that the Goods:‑

         (a)          will be of merchantable quality;

         (b)          will be manufactured and delivered strictly in accordance with any drawings, specifications and other instructions given for the purpose of this Agreement;

         (c)          will be free from defects and design, materials and workmanship;

         (d)          do not and will not infringe the intellectual property rights of any third party;

         (e)          will comply with the requirements of any relevant statutes, regulations or legally applicable standards;

         (f)           will be new on delivery; and

         (g)          will be in accordance with and will perform in accordance with the Customer’s specifications.

2.3    In addition to the provisions of clause 2.1, Life LED warrants that the Services:‑

         (a)          will be performed in accordance with this Agreement;

         (b)          will be of merchantable quality;

         (c)          do not and will not infringe the intellectual property rights of any third party; and

(d)          will comply with the requirements of any relevant statutes, regulations or legally applicable standards.

2.4     The warranties in clauses 2.1, 2.2 and 2.3 are continuing warranties and do not merge on execution, performance or completion of this Agreement.

3        QUOTATIONS AND PRICING

3.1    Prices charged for Goods will be according to a current quotation for those Goods.  Otherwise, they will be determined by Life LED by reference to its standard prices in effect at the date of delivery (whether notified to the Customer or not and regardless of any prices contained in the order).  Life LED will use its best endeavours to notify the Customer of price changes but bears no liability in respect of this.

3.2    Any quotation, acceptance of quotation, purchase order or other document which requires signature may be signed in electronic form, and such signature shall be binding upon the person affixing that signature.

3.3    Unless otherwise specified by Life LED, the prices exclude:‑

         (a)          any statutory tax, including any GST, duty or impost levied in respect of the Goods and which has not been allowed for by Life LED in calculating the price; and

         (b)          costs and charges in relation to insurance, packing (other than the standard packing of Life LED), crating and export of the Goods.

3.4    Any variations in the invoice or contract price as a consequence of currency fluctuations shall be payable by the Customer.

3.5    The contract between Life LED and the Customer shall not be affected by any impositions or alterations of customs duties or by decisions of the Customs Department with regard to either classification or value of duty or landing charges occasioned thereby.  Any such impositions shall be to the account of the Customer.

3.6    A deposit of 50% of the total amount or an amount to be determined by Life LED is due and payable prior to delivery of the Goods.

3.7    The balance of the total of the invoice is due on receipt of the Goods by the Customer.

3.8    Special Goods ordered to specific requirements are to be paid in advance of delivery.

3.9    If the Customer has a trade account with Life LED, Life LED may give them extended terms of payment at Life LED’s discretion if ordering standard stock items.

3.10If the Customer disputes all or any part of the invoice, the Customer must pay the undisputed amount (if any) and notify Life LED of the basis for disputing the balance in the time specified for payment of the invoice.

4       CONSULTANCY FEE

4.1    Life LED carries out an initial consultancy meeting with the Customer which incorporates but is not  limited to assessing the project and providing solutions to lighting needs;

4.2    After the initial consultancy meeting an invoice for consultancy fees in the sum of $400 is issued to the Customer;

4.3    This initial consultancy meeting fee can be deducted from the Customer’s final invoice, at the discretion of Life LED, if at least 80% of the lighting is purchased through Life LED.

4.4    Life LED also has the discretion to waive this consultancy fee depending on certain criteria.

5       DELIVERY AND SUPPLY

5.1    Any times quoted for delivery and/or supply are estimates only and Life LED shall not be liable for failure to deliver/supply, or for delay in delivery/supply.  The Customer shall not be relieved of any obligation to accept or pay for Goods, by reason of any delay in delivery/supply or dispatch. Life LED reserves the right to stop supply at any time if the Customer fails to comply with the Terms.

5.2    Life LED may refuse to supply any order by the Customer for Goods in its absolute discretion and may make acceptance of an order conditional upon it receiving a satisfactory credit assessment of the Customer.

5.3    If the Customer directs that delivery of the Goods be staggered over different times or to different addresses from those specified in the Credit Application, then the Customer:‑

         (a)          shall be liable for any additional cost, charge and expense incurred by Life LED in complying with the Customer's direction; and

         (b)          shall pay for the whole of the invoiced value of the Goods pursuant to clause 5 notwithstanding the staggered deliveries.

Such action shall be deemed to be delivery to the Customer.

5.4    The Customer is deemed to accept delivery of the Goods where it is either delivered to the Customer's premises or when Life LED notifies the Customer that the Goods are available for collection.

5.5    If the Customer is unable or fails to accept delivery of the Goods, Life LED may deliver it to a place of storage nominated by the Customer and, failing such nomination, to a place determined by Life LED. Such action shall be deemed to be delivery to the Customer. The Customer shall be liable for all cost, charge and expense incurred by Life LED on account of storage, detention, double cartage/delivery or similar causes.

5.6    Subject to clause 5.1, the Customer agrees that it will be obliged to and shall pay for the Goods on the due date notwithstanding that delivery is made after the agreed delivery date, and notwithstanding that the Goods may not yet be delivered.

5.7    If the Goods are damaged, the Customer must notify Life LED within seven (7) days of delivery of the Goods.

5.8    Any damage caused to the Goods before payment, whilst being stored at the Customer’s premises/site, remains the risk of the Customer and not Life LED pursuant to clause 9.2.

6       AVAILABILITY OF STOCK

6.1    Any order that cannot be fulfilled on its receipt will automatically be back ordered and processed when stock becomes available unless it is the Customer's stated standard policy not to accept back orders or the Customer specifically marks its order, "Do Not Back Order".  Deliveries at any time are subject to availability of stock and Life LED will not be liable for any charges due to product unavailability.

7       CONFIDENTIALITY

7.1    Life LED must not, and must ensure that its employees, agents and subcontractors do not, without the prior written approval of the Customer, at any time, use, disclose or give any person any Confidential Information (defined below).  This clause does not apply to Confidential Information that Life LED proves is in the public domain other than as a result of breach of this clause or as required to be disclosed by any applicable law or the Listing Rules of any applicable Stock Exchange.

8       RETURNS, CANCELLATIONS AND CLAIMS

8.1    The Customer shall not return any Goods to Life LED without obtaining prior authorisation from Life LED.  The Customer must notify Life LED that it wants a refund or exchange within fourteen (14) days of receipt of the Goods and Life LED will provide a Goods Return Authority (“GRA”) Number.

8.2    No returns will be accepted unless a copy of the relevant invoice is enclosed with the returned Goods and a GRA Number is provided. A list of the Goods returned including product descriptions, quantity, date of return and the Customer's name and address must also be enclosed. Freight charges must be paid by the Customer and the Goods must be returned within fourteen (14) days from the issue of the GRA Number.  All Goods must be returned in the original packaging and the Customer shall be responsible for all damage incurred during return shipment. A credit note or exchange item will be issued by Life LED only after Goods returned are either collected by Life LED's authorised representative or agent or returned to it by the Customer as set out above. The Customer shall not deduct the amount of any anticipated credit from any payment due to Life LED but must await receipt of a credit note.

8.3    All goods returned must be of merchantable and reasonable quality such that the goods are complete in their original packaging, not modified or used, are not price ticketed and are still listed in the current price list. Life LED will not accept returns of manufacturer customised or clearance Goods unless the Goods are defective.

8.4    If Life LED accepts the return of any Goods that have been ordered, Life LED may charge the Customer fifteen per cent (15%) of the invoice price as a handling fee with freight costs and risk remaining the responsibility of the Customer.

8.5    No cancellations or partial cancellation of an order by the Customer shall be accepted by Life LED unless it has first consented in writing to such cancellation or partial cancellation and unless a cancellation charge has been paid which, as determined by Life LED, will indemnify Life LED against all loss, without limitation. Cancellation will not be accepted on goods that are not regular stock which are in the process of manufacture or ready for shipment.

8.6    All complaints, claims, or notification of lost Goods, incomplete Goods, Goods damaged in transit or Goods that do not comply with the Customer’s purchase order must be submitted by the Customer to Life LED in writing within fourteen (14) days of the date of the invoice rendered for the supply of the Goods.  Otherwise, the Customer shall be deemed to have accepted the Goods and shall not refuse to pay for the Goods on the basis that they were lost, incomplete, damaged in transit, or do not comply with the Customer’s purchase order.

9       INSURANCE

9.1    Life LED must, before commencing supply of the Goods and/or Services, effect and maintain all insurances which would ordinarily be maintained by a prudent supplier of the Goods and/or Services and must note thereon the interest of the Customer.

9.2     If the Goods are stored at the Customer’s premises/site prior to payment for same, the Customer must ensure that the Goods are covered under the Customer’s insurance.  If Goods are damaged or stolen from the Customer’s premises/site before payment, for the sake of clarity, it will be at the risk of the Customer and not Life LED and the Customer will still remain indebted to Life LED for the cost of the Goods.

10     INDEMNITIES

10.1Subject to paragraph 10.2, Life LED must indemnify and keep indemnified the Customer against any liabilities arising directly or indirectly from:‑

         (a )         any breach by Life LED or Life LED’s personnel of the Agreement (including breach of any warranty);

         (b)          any negligent, reckless or intentional act or omission of Life LED or Life LED’s personnel, including any such act or omission resulting in:‑

                        (i)          damage to or loss or destruction of any property of the Customer, the Customer’s personnel or any third party;

                        (ii)         personal injury, illness or death to any person;

                        (iii)        breach of law by Life LED or Life LED’s personnel;

                        (iv)        any claim made by Life LED or Life LED’s personnel in respect of relevant legislation concerning income tax, workers’ compensation, annual leave, long service leave, superannuation or any applicable award, determination or agreement of a competitive industrial tribunal; or

                        (v)         the receipt of the Goods or Customer’s possession, use or exploitation of any materials supplied, or intellectual property rights assigned or licensed by the Customer to Life LED under or in connection with the Agreement infringing the rights (including intellectual property rights) of any personal, and/or claims alleging such infringement.

10.2The Customer will not be liable under paragraph 10.1 to the extent that the liability was caused, or contributed to, by the negligent acts or omissions or wilful misconduct (as applicable) of the Customer or any related body corporate of the Customer.

10.3Life LED acknowledges and agrees that if it enters into a site, it does so at Life LED’s own risk.  Life LED must ensure that its personnel are also aware that they enter into a site at their own risk.

10.4Without limiting this clause, Life LED accepts all liability arising from a failure by it or any of its personnel to take reasonable care.

11        DEFAULT ON PAYMENT

11.1    Life LED may commence recover action against Customers for any accounts which remain due and owing after their due date.

11.2    In that regard, Life LED reserves their rights to claim any legal costs incurred in the recovery of outstanding monies as part of the debt from the Customer.

11.3    Without prejudice to any other remedy Life LED may have, if the Customer is in breach of any obligation under the contract (including those relating to payment) under these Terms and Conditions Life LED may suspend or terminate the supply of Goods and/or Services to the Customer and Life LED will not be liable for any loss of damage the Customer suffers because Life LED has exercised this right.

12     TERMINATION

12.1Life LED may forthwith terminate this Agreement by notice in writing if the Customer is in default of any term or condition of this Agreement.  Life LED may, without prejudice to any other rights or remedies hereunder, forthwith terminate this Agreement by notice in writing if the Customer:‑

         (a)          stops or suspends or threatens to stop or suspend payment of all or a class of debts;

         (b)          is unable to pay its debts as and when they fall due;

         (c)          has an administrator appointed over all or any of its assets or undertakings;

         (d)          has a controller, manager or similar officer appointed to all or any of its assets or undertakings; or

         (e)          has an application order made, proceedings commenced, a resolution passed or proposed in a notice of meeting, an application to a court made or other steps taken against or in respect of it (other than frivolous or vexatious applications, proceedings, notices or steps) for its bankruptcy, winding up, deregistration or dissolution or for it to end an arrangement, compromise or composition with or assignment for the benefit of its creditors, a class of them or any of them and any such application, order or proceeding is not withdrawn within twenty one (21) days.

12.2If Services are to be supplied under this Agreement, then Life LED may terminate this Agreement upon written notice to the Customer, so far as it relates to any Services which have not yet been rendered without further obligation hereunder, except for payment (subject to the other terms hereof) for the Services rendered prior to termination.

12.3Termination of this Agreement does not affect any accrued rights or remedies of either party.

13     NOTICES

13.1   Any notice, approval, consent or other communication must be in writing and sent by email address notified in writing by the party to whom the notice is addressed.

14     DISPUTE RESOLUTION

14.1   If a dispute arises between the parties to this Agreement, then either party shall send to the other party written notice identifying and providing details of the dispute within seven (7) days of the dispute arising.

14.2   If the dispute cannot be resolved, then mediation is to be attended by the parties to resolve the dispute.

14.3    If the dispute still remains unresolved, then the parties shall instigate an action in the Queensland Civil and Administrative Tribunal (“QCAT”) to have a decision made.

15     CONSENT TO USE

15.1By placing an order through Life LED the Customer hereby gives their consent for Life LED to use any photos or images including the name of their project on the Internet (World Wide Web), in print publications, video and multimedia presentations, and/or for any purpose which may include, but not limited to display, public relations, marketing, or designs.

15.2The Customer understands that the photos or images may be used for display or advertisement for the web site and/or literature published and hereby waives their right to inspect or approve the photos or images prior to any form of usage.

15.3This usage includes but is not limited to the use of of such photos, images and name of project for promotional purposes such as Life LED’s Facebook, Blog and web site.

16     GENERAL

16.1Governing Law: The governing law of these Standard Conditions is the law of Queensland and the parties submit to the exclusive jurisdiction of the courts of Queensland.

16.2 Variation: A variation of any term of these Standard Conditions must be in writing and signed by the parties.

16.3Severance: Any provision of, or the application of any provision of these Standard Conditions which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of the provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

16.4   Retention of title: Legal ownership, or title, to the Goods will not pass from Life LED to the Customer until the Customer has paid for the Goods.  Life LED has the right to enter the Customer’s premises/site to repossess the Goods until such time as the Goods are paid for by the Customer, the Customer should store the Goods separately from their other Goods and the Goods should be marked as the property of Life LED until such time as they are paid for in full.

16.5   Assignment: Life LED must not assign all or any part of its rights or obligations under the contract, or subcontract all or any part of its obligations under the contract (including the delivery of the Goods), without the prior written consent of the Customer.

16.6   Force majeure: If a force majeure event causing a delay continues for more than thirty (30) days, we may terminate this Agreement by giving at least seven (7) days’ notice to you.  “Force majeure” means any act, circumstance or omission over which we could not reasonably have exercised control.

16.7   No waiver: No waiver of or variation to the Terms and Conditions will be binding on the parties unless it is in writing and signed by both parties.

17     DEFINITIONS AND INTERPRETATIONS

17.1 In these Standards Conditions:‑

         (a)          “Confidential Information” means whether or not a material form, all information relating to the business dealings, contracts, customers, suppliers, computer operations, house designs and marketing, sales and business plans and financial data of Life LED and any Related Body Corporate of Life LED;

         (b)          “Goods” means the goods to be provided by Life LED to the Customer as described in the purchase order, estimate, quotation, invoice or any other work commencement forms as provided by Life LED to the Customer;

         (c)          “Related Body Corporate” has the meaning given by the Corporations Act 2001 (Cth);

         (d)          “Services” means the services to be performed by Life LED, as set out in the purchase order, and any services necessarily incidental to them; and

         (e)          “Standard Condition” means the condition set out in this Agreement, as amended from time to time.

17.2   If there is any inconsistency between these Standard Conditions and a purchase order, the conditions in the order will prevail to the extent of the inconsistency.