Terms & Conditions of Sale

The Company referred to in these Terms and Conditions of Sale is Brightlite Nominees Pty Ltd A.C.N. 005 137 217 trading as Beacon Lighting of 5 Bastow Place, Mulgrave, Victoria.

The Buyer, by ordering the goods from the Company, acknowledges and agrees:

• that it is expressly contracting with the Company on these Terms and Conditions of Sale; and
• to be bound by these Terms and Conditions of Sale, unless otherwise expressly agreed to in writing by the Company and:
• these Terms and Conditions of Sale are current as at the date on which the attached Credit Application is made;
• the Company may revise these Terms and Conditions of Sale and provide updated Terms and Conditions of Sale to the Buyer; and
• the Buyer must comply with the revised Terms and Conditions of Sale within 30 days of them being delivered to the Buyer.

The Company will not be bound to supply any goods to the Buyer until the Company raises an invoice in respect of any quote to supply goods.

Unless otherwise agreed in writing, all sales are made at the Company’s price at the time of order, including goods placed on back order which may be subject to price variations.

The price of goods quoted by the Company or on any Company price list is inclusive of GST. Inclusive in the price payable for the goods, the Buyer must pay to the Company, on demand, the GST payable in respect of the supply of those goods.  For the purposes of these Terms and Conditions of Sale, “GST” has the same meaning as that word is given in the A New Tax System (Goods and Services Tax) Act 1999 (as amended).

Unless otherwise agreed in writing all prices are strictly net and the Buyer must pay the full purchase price of the goods as set out on the Company’s invoice within the period set out in that invoice.

The Company warrants its products to be free from defects in material and workmanship but, to the extent permitted by law, limits its obligations to replacing defective goods only.   The Buyer must notify the Company of any defects in goods within 7 days of receipt or the date of the invoice (whichever is later).

Property in the goods will remain with the Company until the Company has been paid in full for the goods under all individual contracts for the supply of the goods between the Company and the Buyer.  While the goods remain the property of the Company, the Buyer agrees with the Company that:

• the Buyer has no right or claim to any interest in the goods to secure any liquidated or unliquidated debt or obligation the Company owes to the Buyer;
• the Buyer cannot claim any lien over the goods;
• the Buyer will not create any absolute or defeasible interest in the goods in relation to any third party, except with the Company’s prior written consent;
• the Buyer is a bailee of the goods until such time as property in them passes to the Buyer and that this bailment continues in relation to each of the goods until the price of the goods has been paid in full;
• pending payment in full for the goods, the Buyer:
  • must not supply any of the goods to any person outside its ordinary or usual course of business;
  • must not allow any person to have or acquire any security interest in the goods;
  • must not remove, deface or obliterate any identifying plate, mark or number on any of the goods.

Despite any other provision of these Terms and Conditions, if the Buyer supplies any of the goods to any person before all the money payable by the Buyer has been paid to the Company (and has not been claimed or clawed-back by any person standing in the place of or representing the Buyer), the Buyer agrees that:

• it holds the proceeds of re-supply of the goods on trust for and as agent for the Company immediately when they are receivable or are received;
• it must either pay the amount of the proceeds of re-supply to the Company immediately when they are received or pay those proceeds into a bank account as trustee for the Company;
• if the Buyer fails to pay for the goods within the period of credit extended by the Company to the Buyer, the Company may recover possession of the goods at any site owned, possessed or controlled by the Buyer and the Buyer agrees that the Company has an irrevocable licence to do so without incurring any liability to the Buyer or any person claiming through the Buyer;

The risk in the goods will transfer to the Buyer on receipt of the goods by the Buyer or its agent or a carrier nominated by the Buyer.

The Buyer:

by ordering the Goods from the Company, grants a Security Interest to the Company and enters into a Security Agreement with the Company on these Tenns and Conditions of Sale: and

must if required by the Company, grant a Security Interest to the Company and enter into a Security Agreement with the Company,

in which case:

the Granter acknowledges and agrees that the Goods are Inventory;

the Granter must, within the timeframe notified by the Secured Party, sign all documents, including the Security Agreement, and do all things necessary, as notified by the Secured Party to, or as otherwise required to:

enable Registration with respect to the Security Interest and for that Registration to continue until such time as all of the Grantor's obligations under the Security Agreement have been satisfied, including providing the Grantor's details and any serial numbers required for Registration;

If the PPSA applies, enable the Security Interest to be perfected and continue to be perfected until such time as all of the Grantor's obligations under the Security Agreement have been satisfied;

ensure that the Security Interest has priority over all other security interests In the Personal Property, whether registered, perfected or otherwise and whether created or arising before or after the creation of the Security Interest, except those security interests which the Secured Party agrees will have priority over the Security Interest or whole by law have priority over the Security Interest;

ensure that the Secured Party is able to Enforce the Security Interest until such time as all of the Grantor's obligations under the Security Agreement have been satisfied and the Granter must not do anything Which affects the Enforceability of the Security Interest;

make any changes to the Registration relating to the Security Interest as the Secured Party may require from time to time, inch.Jding to enable correction of any defects In the Registration:

If the PPSA applies, enable any security interest that fonns part of the Collateral to be perfected and continue to be perfected until such lime as all of the Grantor's obligations under the Security Agreement have been satisfied;

If the PPSA applies, ensure that the Grantor's security Interest In any Collateral has priority over all other security interests in the Collateral, except those security Interests which the Secured Party agrees will have priority over the Grantor's security interest In the relevant Collateral or which by law have priority over the Grantor's security interest In the Collateral; and

if the PPSA applies, ensure that a third person cannot acquire an interest in any Collateral free of the Secured Party's Security Interest other than, where applicable, as a result of the Granter dealing with inventory In the ordinary course of business;

the Secured Party may exercise Its rights In relation to the Security Interest any time after the Granter fails to comply with its obligations under the Security Agreement;

to the extent pennltted by the PPSA, the Granter waives Its rights to receive any notices, statements or forms required to be Issued or which would ordinarily be issued, whether by the Secured Party or any other person, to the Granter under the PPSA;

the Granter will be entitled to a release of the Security Interest when all Its obligations under the Security Agreement have been satisfied;

the Granter will be responsible for its own costs in relation to:

the Security Agreement and the grant of the Security Interest, Registration with respect to the Security Interest, release of the Security Interest and, if the PPSA applies, perfection of the Security Interest; and

complying with its obligations under the Security Agreement;

the Granter must pay to the Secured Party on request, all the Secured Party's expenses, Including legal costs, stamp duty and registration fees, in connection with the Security Agreement and the grant of the Security Interest, Registration with respect to the Security Interest and release of the Security Interest and, If the PPSA applies, perfection of the Security Interest;

where permitted under the PPSA or any other relevant law, the provisions contained in the Security Agreement will prevail over the PPSA or any other relevant law, to the extant of any Inconsistency;

the Grantor:

in these Terms and Conditions of Sale, unless the context otherwise requires: "Collateral" means the Personal Property to which the Security Interest Is attached and, in relation to Registration with respect to the Security Interest, includes the   Personal

Property described by the Registration (whether or not the Security Interest is attached to the Personal Property) end ell other present and after-acquired rights and interests in lend and any other property, rights and interests that Is not Personal Property;

'Enforceability" means the Secured Party's ability to exercise all of Its rights, under the Security Agreement or otherwise, In relation to the Security Interest;

"Granter" means the Buyer and If the PPSA applies, includes the meaning given to that word in the PPSA; "Personal  Property":

If the PPSA applies, means all the Grantor's present and after-acquired personal property (as defined in the PPSA and to which the .PPSA applies) and/or all present and after-acquired personal property {as defined in the PPSA and to which the PPSA applies) in which the Grantor has rights end includes all of the Collateral and any other assets, property and rights over which the Security Interest Is permitted by law; and

in all other circumstances, means all assets, property and rights, real or personal of any nature whatsoever owned by the Granter and/or in which the Granter has rights, at present or in the future, and, where applicable, includes:

the proceeds from the sale of any of the Personal Property: and If the PPSA applies, the Grantor's security Interest In any Collateral;

• "PPSA" means the Personal Properties Securities Act 2009 (Cth} and the Personal Property Securities Regulations 2010 (Cth);
• "Registration":

if the PPSA applies, has the same meaning as in the PPSA: and

In all other circumstances, means registration of the Security Interest on the relevant register to enable the Security Interest to have priority in accordance with the Security Agreement;

• "Secured Party" means the Company and If the PPSA applies, includes the meaning given  those words In the PPSA;
• "Security Agreement" means:

any agreement, arrangement or transaction between the Granter and the Secured Party that creates or evidences the Security Interest, In the form prepared by the Secured Party at the cost of the Grantor and, where applicable, in accordance with the PPSA; and

in relation to a Security Interest granted by the Buyer to the Company includes any agreement between the Company and the Buyer which creates or evidences the Security Interest, which may Include these Terms and Conditions of Sale;

•  "Security Interest":

If the PPSA applies, means a security interest (as defined in the PPSA); and in all other circumstances, means any mortgage, charge, pledge, lien, hypothecation, trust, power, agreement where the Secured Party retains title in the Personal Property (eg, retention or conditional sales agreement), hire or hire purchase agreement, option, subordination or other security interest, granted by the Grantor In the Grantor's Personal Property to the Secured Party under the Security Agreement to secure payment of all money by the Grantor and performance of all the Grantor's obligations under the Security Agreement and, if the PPSA applies, includes a purchase money security interest; and if the PPSA applies, words and phrases not defined in these Terms and Conditions of Sate will have the meaning given to them In the PPSA.

The Company will not, to the extent permitted by law, be liable for any claim, loss or expense whatsoever or howsoever arising which is made after the expiration of 7 days from the date of receipt of the goods or the date of the invoice (whichever is later).

The Company will not, to the extent permitted by law, be subject to any liability which exceeds the replacement value of the subject goods. The Company will not, to the extent permitted by law, be liable for any contingent, consequential or punitive damages arising In any way whatsoever. The Buyer acknowledges this express limitation of liability and agrees to limit any claim accordingly.

The Company will not, to the extent permitted by law, be liable for any claim, loss or expense sustained or Incurred by any person arising in any way as a result of the unavailability of goods or any delay in availability of the goods.

Any advice, recommendation, information or representation provided by the Company as to the quality or performance of the goods or their suitability for a particular purpose or otherwise ln relation to the goods is given in good faith but, to the extent permitted by law, without any liability or responsibility on the part of the Company. The Buyer acknowledges that it has not relied upon or been induced by any representation of the Company.

If the buyer:

fails to make any payment in accordance with these Terms and Conditions of Sale; fails to comply with any of these Terms and Conditions of Sale;

being an Individual commits any act of bankruptcy, or being a corporation passes a resolution for winding up or liquidation;

enters Into any composition or arrangement with creditors or If a receiver including a provisional receiver, or receiver and manager, trustee or administrator is appointed for any property or assets;

has execution levied against it; or

becomes liable to be wound up by reason of insolvency or If any petition is presented

for its winding up, then the Buyer will be in default under these Terms and Conditions of Sale and the Company may at its option and without prejudice to any of Its rights under these Terms and Conditions of Sale or in law or equity, do one or more of the

following:

suspend or terminate any contract;

require the payment of cash before or on delivery of any further goods;

charge default interest on all overdue payments, at the rate of 17% per annum, calculated dally, from the due date for payment until paid In full;

suspend any fUrther deliveries and Immediately recover possession of any goods not paid for In full and sell them;

require that all money owing by the Buyer, regardless of the due date, be due and pc1yahle; anrl/or

sue the Buyer for breach of contract.

All collection and legal expenses Incurred as a result of late payment of an account will be added to the outstanding payable amount.

The termination of any contract between # and the Buyer will not:

relieve the Buyer of their obligations to pay any money due under these Terms and Conditions of Sale; or

affect any provision contalnad In these Terms and Conditions of Sale which expressly or by implication is to become operative or continue to operate after the contract Is terminated.

No agent, employee or representative of the Company will have any authority whatsoever to bind the Company to any affirmation, representation, warranty or condition concerning the goods sold under these Terms and Conditions of Sale unless such affirmation, representation, warranty or condition is specifically included in writing within these Terms and Conditions of Sale.

The Buyer agrees that all contracts made with the Company will be deemed to be made in the State of Victoria and the Buyer agrees to submit to the jurisdiction of appropriate court In the State of Victoria.

The provisions of these Terms and Conditions of Sale will be separate and severable from each other to the extent that if any provision or provisions are considered to be inoperative then the remaining provision or provisions will be binding on and enforceable by the parties.

In these Terms and Conditions of Sale, unless the context otherwise  requires:

"Buyer" means and includes the person named as the Applicant in the attached Credit Application and any servant, agent, partner, contractor or employee of that person; "the Company" includes all the Company's employees and agents; a reference to "Including" means "Including without limitation"; and any agreement, warranty, representation or obligation which binds or benefits 2 or more persons, binds or benefits those persons jointly and severally.

I/We, being Proprietor(s)/Director(s) of the above mentioned credit applicants, understand a credit check may be required to confirm my/our eligibility for a credit account and hereby approve these confidential inquiries by Brightlite Nominees Pty. Ltd. and/or their agents.  I/We have read and fully understand the Trading Terms and Conditions of Sale, and give my/our personal guarantee to meet these terms and conditions.