Terms and Conditions of Sale

These are the terms and conditions of sale of goods and materials supplied by Lucan Engineering Pty Ltd ABN 52 088 484 048 or any of its related bodies corporate as defined in the Corporations Act 2001 (Lucan Engineering Pty Ltd) to any person, firm or company placing an order with the Company (Customer).

1. Orders

a) Orders are subject to approval and acceptance by Lucan Engineering. Subject to law, Lucan Engineering may in its absolute discretion, refuse to supply goods to the Customer without giving any reason for its decision.

b) The Customer is selecting general mechanical manufacturing and maintenance services from Lucan Engineering for use in many technical applications and agrees, undertakes and acknowledges that it is engaging Lucan Engineering manufacturing services to produce either mechanical drawings, components or mechanical trades technical services to either reproduce, modify, repair or make new. components, equipment and machinery. Lucan Engineering is a general engineering manufacturing company and the customer will not rely on Lucan Engineering’s skill or judgement or on that of any person by whom negotiations are conducted, to be experts over all technical applications. Lucan Engineering will not accept any returns or claims if the Customer determines that the goods, services or any components are not suitable for their intended purpose.

c) Any changes to an order must be made in writing.

2. Delivery

a) The Customer is responsible for the cost of delivery of goods and the Customer must pay the delivery charges stipulated by Lucan Engineering from time to time. Lucan Engineering may, in its absolute discretion, determine the method of transport.

b) Lucan Engineering will endeavor to deliver the goods on the date agreed by the two parties and will use its reasonable endeavors to notify the Customer of any likely delays in advance, but under no circumstances will Lucan Engineering be liable in any way whatsoever for any loss, damage or expense suffered or incurred by the Customer arising out of or in connection with the non-availability, delay in delivery, non-delivery, or non-supply of the goods.

c) Without limiting the previous clause, Lucan Engineering will not be liable for any delays in delivery due to causes beyond its reasonable control (including but not limited to the direct or indirect result of acts of God, acts of public enemy, war, riot, accidents, fires, explosions, earthquakes, floods and elements, strikes, labor or labor disputes, shortages of suitable products or materials, labor or transportation).

d) Lucan Engineering reserves the right to cancel a customer’s order where for any reason Lucan Engineering is out of stock, without liability. In these circumstances the customer will be notified by Lucan Engineering.

e) Any measures requested by the Customer to protect the goods in storage or transit shall be at the Customer’s expense.

3. Payment

a) Payment in full must be made by the Customer for all goods supplied to the Customer within 30 days after the end of the month in which the goods are invoiced.

b) If the Customer fails to pay for goods supplied by the due date Lucan Engineering may recover from the Customer the price of those goods as a liquidated sum.

c) No negotiable instrument accepted or negotiated by Lucan Engineering will be deemed payment until it has been honored. The Customer must reimburse Lucan Engineering for any charges made by Lucan Engineering’s bank for any negotiable instrument not met on presentation.

d) Lucan Engineering may allocate a credit limit to the Customer’s account at any time. This limit will be advised in writing to the Customer and may be reduced by Lucan Engineering at any time. Any credit provided in excess of the credit limit shall be repayable on demand.

e) Interest Charges:

In the event that the Customer does not pay balances invoiced under this contract on the contractual date Lucan Engineering shall be entitled to charge interest on the overdue balances at the rate of 4% over the Reserve Bank of Australia’s minimum reference rate at settled from time to time. Such amounts shall be invoiced to the customer and shall be payable on demand.

f) Lucan Engineering, at its discretion, may suspend supplies of goods to Customers who are in default or have failed to make payment in accordance with clause 3(a) until full payment of all amounts due have been received.

g) Lucan Engineering may claim from the Customer all costs, expenses and charges incurred relating to any action taken by Lucan Engineering to recover goods or monies due from the Customer, including but not limited to, any collection agent costs or legal costs.

4. Cancellations and Returns

a) Orders cancelled by the Customer will only be accepted with the prior written approval of Lucan Engineering. Lucan Engineering may invoice the Customer for any costs incurred by Lucan Engineering in relation to the order and its cancellation, including the cost of any materials, labor or transport.

b) Lucan Engineering, in its absolute discretion, may accept returned goods from the Customer. Goods returned will be subject to a re-stocking charge equivalent to 20% of the invoiced value of the returned goods.

c) Where goods have been returned as a result of a Lucan Engineering error - no restocking fee will apply.

d) Goods sold as non-standard products i.e., bought in or manufactured specially for customers will not be accepted for return.

5. Notification of claims

a) All and any claims in respect of goods must be notified in writing to Lucan Engineering within seven(7) days of delivery of the goods to the address specified in the Customer’s order and in this respect, time will be of the essence. If no claim is received within this time, the goods supplied will be deemed to have been a merchantable and faultless quality and condition at the time of receipt.

b) No returns will be accepted unless authorised by Lucan Engineering, in its absolute discretion, in advance. Goods returned must be in “as sold” or “saleable” condition and therefore not have been used.

6. Limitation of liability

a) Except as expressly provided to the contrary in these terms and to the maximum extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise, relating in any way to the supply of the goods under these terms are excluded.

b) Without limiting the generality of the preceding, Lucan Engineering will not be under any liability to the Customer in respect of any:

i) consequential loss or damage; or

ii) loss of profits,

however caused.

c) To the extent that the warranties implied under the Competition and Consumer Act 2010 (Cth) apply to supplying the goods, Lucan Engineering’s liability for loss arising as a result is limited, to the maximum extent permitted by law, at Lucan Engineering’s option to either the value of the goods in the particular order or the obligation to replace any faulty or defective goods.

7. Risk and Retention Title

a) The risk of damage to or loss of goods supplied by Lucan Engineering passes on delivery to the Customer.

b) Title to goods supplied shall remain vested in Lucan Engineering and shall not pass to the customer until the purchase price for the goods has been paid in full and received by Lucan Engineering.

c) Until payment in full of the purchase price, the Customer must take custody of the goods and retain them as the fiduciary agent and bailee of Lucan Engineering. The Customer may resell but only as a fiduciary agent of Lucan Engineering.

d) Any right to bind Lucan Engineering to any liability to any third party by contract or otherwise is expressly negated.

e) Any resale of the goods prior to payment of the full purchase price is to be at arm’s length and on market terms and pending resale or utilisation in any manufacturing process, the Customer must keep the goods separate from its own, properly stored, protected and insured.

f) The Customer will receive all proceeds whether tangible or intangible, direct or indirect of any dealing with goods in trust for Lucan Engineering and will keep such proceeds in a separate account until payment in full of the purchase price has been discharged. Lucan Engineering may appropriate payments to such goods and accounts as it thinks fit notwithstanding any appropriation by the Customer to the contrary.

g) In the event that the Customer uses the goods in some manufacturing process of its own or some third party, then the Customer must hold such part of the proceeds of such manufacturing process as relates to the goods in trust for Lucan Engineering. Such part will be deemed to equal in dollar terms the amount owing by the Customer to Lucan Engineering at the time of the receipt of such proceeds.

8. Practical Completion Conditions:

Practical Completion shall be achieved when the scope of supply is being used for its intended purpose or is reasonably capable of being used for its intended purpose except for those minor omissions or defects which do not, or not materially, impair the normal operation of the equipment.

9. Information and Drawings

a) All drawings and printed matter accompanying a quotation or in the Customer's possession before or after acceptance of an order are informative only and are intended to be only a general description of the equipment and shall not form part of the contract unless certified by Lucan Engineering in writing, in which case they shall be subject to recognised tolerances.

b) In the case of software, drawings or documents specifically developed by Lucan Engineering, Lucan Engineering will grant to the customer an unlimited royalty-free license for the use of such software, drawings or documents as part of the delivered system.

10. Warranty

a) Lucan Engineering will pass on to the Customer any warranties it receives in respect of third party goods supplied to the Customer.

b) A twelve (12) month warranty is given for parts and labour for all new equipment and components specifically manufactured and supplied by Lucan Engineering from the date of Practical Completion.

11. Termination of account

Lucan Engineering has the right to terminate a credit account at its discretion.

12. Entire agreement

The Customer agrees to these terms of trade irrespective of anything stated on the Customer’s order, or in any other subsequent document, unless Lucan Engineering otherwise expressly agrees in writing with reference to this document.

13. Governing law and jurisdiction

These terms of trade will be governed by and construed according to the laws in force in the State of New South Wales and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the Federal Court of Australia (Sydney Registry) and the courts of New South Wales.

14. Special Conditions

a) Any additions or increases in the cost of the supply of goods as a result of any additions or increases in charges, duties, taxes or costs associated with manufacture or supply of these goods, including without limitation increases due to variations in exchange rates, the cost of transport or shipping, the cost of materials or labour and/or the cost of conforming with any relevant legislation, court orders, regulations or bylaws, between the date of acceptance of this order and the date of supply of the relevant goods shall be borne by the Purchaser.

b) Unless Lucan Engineering Pty Ltd expressly acknowledges in writing that Lucan Engineering General Terms and Conditions of Sale have been replaced by other agreed terms and conditions, this is issued pursuant to Lucan Engineering General Terms and Conditions of Sale which are attached herein. These General Terms and Conditions of Sale prevail over and apply notwithstanding, any wording or other communication seeking to impose the use of alternative terms and conditions.