LUCENT GLOBE WHOLESALE AND DISTRIBUTOR TRADING TERMS

1. General

 
1.1. These trading terms (“Terms”) form a contract which applies to every sale by
Lucent Globe Pty Ltd ACN 665 917 368 (“Lucent Globe”) to you (“Customer”).
1.2. These Terms and the orders to which they apply constitute the entire agreement
between the parties with respect to their subject matter, and supersede all prior
agreements, understandings and communications (whether oral or written)
between the parties. Additionally, these Terms will apply even if they are not
expressly referred to in an order placed by the Customer or an acceptance,
invoice or similar document issued by Lucent Globe.

2. Orders and Pricing

 
2.1. New Customers must complete the relevant application form provided by Lucent Globe prior to making any orders for goods. 
2.2. All orders:
2.2.1. over A$500 (excluding GST) will not incur a delivery fee; and
2.2.2. under A$500 (excluding GST) will incur a delivery fee that will be
calculated and added to the final invoice before payment and dispatch
(“Final Invoice”).
2.3. All orders must be paid in full in accordance with the Final Invoice before
dispatch. Orders may only be cancelled with Lucent Globe’s prior written
consent.
2.4. Lucent Globe reserves the right to:
2.4.1. alter its wholesale or distributor pricing at any time, unless already
invoiced to the Customer; and
2.4.2. accept or reject any orders submitted by the Customer.
A binding contract of sale for the goods the subject of an order arises once the
relevant order is accepted by Lucent Globe and Lucent Globe has confirmed its
acceptance to the Customer in writing, issues an invoice for the goods or
otherwise provides the Customer with the relevant goods.
2.5. Lucent Globe may publish recommended retail pricing which is to be used as
guidance only. The Customer is responsible for determining the price at which it
sells the goods for and is not bound to accept any recommendations. Subject to
applicable laws, Lucent Globe may withhold the supply of goods where the Customer has sold the goods at a price below cost for the purpose of attracting
its own customers or loss leader selling.
2.6. For the avoidance of doubt, Lucent Globe is not required to honour discounts offered to Customers by ordinary consumers.

3. Payment and Delivery

 
3.1. Payment of Final Invoices must be made by the Customer in accordance with the
payment terms set out therein and must be made free and clear of any set-off,
deduction or withholding. If payment is made by way of credit card, Lucent Globe
reserves the right to impose a credit card handling fee or surcharge. This rate may be varied by Lucent Globe from time to time.
3.2. If payment is not made in full by the due date, then Lucent Globe will be entitled
to charge interest on money due but not paid, at the rate of 8% per annum
calculated and compounded on daily balances commencing from the date
payment is due until the date payment is made in full.
3.3. Lucent Globe is not obliged to deliver and/or process any order and/or deliver
goods to the Customer whilst any payment due from the Customer on any
account is in arrears. The Customer will have no claim against Lucent Globe for
any delay or other consequences arising from the application of this provision.
3.4. If Lucent Globe specifies or accepts a delivery time for goods, then such time shall be non-binding and approximate only, especially if the goods are not in
stock. Time shall not be of the essence. Lucent Globe shall not be liable for any
loss or damage suffered by the Customer or any third party for the failure or
delay to meet any estimated delivery date. If the Customer does not notify
shortages, damages, defects, incorrect items or other discrepancies within seven
(7) days of delivery, the goods will be deemed to have been delivered in
accordance with the order and these Terms.

4. Risk and Retention of Title

4.1. All risk in goods purchased by the Customer passes to the Customer upon
dispatch of the goods to the Customer’s nominated delivery address.
4.2. Subject to clause 2.2.1, the Customer is solely responsible for all freight, delivery and transport charges and all associated taxes and duties.
4.3. All title and property in all goods supplied to the Customer remains vested in
Lucent Globe and does not pass to the Customer until full payment in cleared
funds is received by Lucent Globe in respect of those goods.

5. Returns

 
5.1. Goods cannot be returned by the Customer (including for change of mind or
because the Customer is unable to sell those goods) unless Lucent Globe agrees
in writing in its absolute discretion. If Lucent Globe agrees to a return, it may
insist upon payment of a restocking or handling fee.
5.2. Goods sold and correctly delivered to the Customer are non-refundable unless they are damaged, defective or incorrect. All goods to be returned by the
Customer must be returned in their original condition.
5.3. Lucent Globe will evaluate validly returned goods to determine refund or credit eligibility. Approved refunds will be processed using the Customer’s original payment method. Processing times may vary based on the Customer’s payment provider.

 
6. No Reliance

Any description of the goods provided in a price list or invoice is given by way of
identification only and the use of such description does not constitute a contract of sale by description or a warranty as to suitability or fitness for purpose.

7. Limitation of Liability

 
7.1. To the maximum extent permitted by law, all terms, conditions, warranties,
representations and guarantees in favour of the Customer (whether arising in
tort, contract, equity or statute) and whether in respect of the quality,
merchantability, fitness for purpose, condition, description, manufacture, design or performance of any goods or in relation to any other matters, not expressly set
out in these Terms (collectively, the “Other Warranties”) are excluded.
7.2. To the extent any Other Warranties are implied or otherwise apply by virtue of statute and cannot be excluded, then to the maximum extent permitted by law,
Lucent Globe’s liability for failure to comply with those Other Warranties is
limited (at the election of Lucent Globe) to one or more of the following in relation
to the goods:
7.2.1. the replacement of the goods or the supply of equivalent goods;
7.2.2. the repair of the goods;
7.2.3. the payment of the cost of replacing the goods or of acquiring equivalent
goods; and
7.2.4. the payment of the cost having the goods repaired.
7.3. To the maximum extent permitted by law, Lucent Globe is not liable for any
indirect or consequential losses (including loss of turnover, loss of profits,
business interruption costs, loss of opportunity, loss of business or goodwill or
any liability to or claims by any other person).

8. Intellectual Property

8.1. Subject to clause 8.5, Lucent Globe’s goods incorporate its copyright, patents,designs, trademark rights, brand names and product names, which remain Lucent Globe’s absolute property (collectively, the “Lucent Globe IP”). The Customer acknowledges that it has no proprietary right or interest in the Lucent Globe IP.
8.2. The Customer must not copy, create, sell, manufacture, reverse engineer,
publish or process any goods using or taking advantage of the Lucent Globe IP.
8.3. Lucent Globe grants to the Customer a limited, non-exclusive, royalty-free
licence to use the Lucent Globe IP in accordance with these Terms, subject to the
Customer at all times:
8.3.1. observing and abiding by the instructions, requirements, directions,
specifications and policies issued by Lucent Globe from time to time in
relation to the advertising, marketing and promotion of Lucent Globe’s
goods; and
8.3.2. adhering to any instructions issued by Lucent Globe relating to the
representation of Lucent Globe’s goods and reproduction and use of
images of those goods or Lucent Globe branding material.
8.4. If Lucent Globe considers that the Customer is using Lucent Globe IP, or a third-party to which the Customer supplies, is using Lucent Globe IP in contravention of these Terms or in circumstances where there is no existing approval given for its use, then Lucent Globe may require that Customer to immediately cease, or cause the third party to cease, using Lucent Globe IP.
8.5. For the purposes of this clause 8, the Lucent Globe IP includes images from
Lucent Globe’s website.
 

9.Distribution

Except with Lucent Globe’s prior written consent, Customers are not permitted to sell any goods purchased from Lucent Globe via any online marketplace platforms, including eBay, Amazon, Alibaba, Catch or Kogan (“Digital Marketplaces”).

10. Misconduct

 
Notwithstanding any other provision of these Terms to the contrary, Lucent Globe
reserves the right to refuse the Customer or cancel the Customer’s order if the
Customer breaches these Terms or conducts itself in a manner that is misleading or deceptive or otherwise misrepresents Lucent Globe’s brand.

11. Miscellaneous

 
11.1. Lucent Globe reserves the right to vary these Terms from time to time. Lucent Globe must give the Customer notice of any variation pursuant to this clause or must otherwise make the revised Terms publicly available on its website. Variations will take effect from the date so notified or published on Lucent Globe’s website.
11.2. Any amounts owing by the Customer to Lucent Globe may be set-off by Lucent Globe against any amounts owing by Lucent Globe to the Customer.
11.3. The Customer must not assign any of its rights under these Terms or any order without the prior written consent of Lucent Globe. Lucent Globe may assign or novate its rights and obligations under these Terms and any order to any of its related entities (as defined in the Corporations Act) or to a bona fide purchaser of the whole or a substantial part of its business.
11.4. These Terms and the orders to which they apply will be governed and construed in accordance with the laws of Queensland, Australia. Each party irrevocably submits to the jurisdiction of the courts of Queensland, Australia to determine any such disputes according to Queensland law.

Advertising Policy for Wholesale and Distributors is available here