PLEASE READ THE FOLLOWING SALE TERMS AND CONDITIONS OF USE
CAREFULLY BEFORE USING THIS WEBSITE. All users of this site agree that access
to and use of this site are subject to the following terms and conditions and
other applicable law. If you do not agree to these terms and conditions, please
do not use this site.
Terms and Conditions of Sale
- Orders: L&H may accept or reject any order for Products. Acceptance of an
order may be in whole or in part, by delivery of the relevant Products or in such
other manner communicated by L&H to the Customer, including where the
Products are backordered. Where the order value is less than $55.00 (inclusive
of GST), L&H may apply a handling fee of $10.00 (inclusive of GST).
Notwithstanding that acceptance of an order has been communicated to the
Customer, L&H may in its complete discretion refuse to supply the Products (or
such part of the Products) at any time. Without limiting any other provision of
these Terms, L&H is not liable for any loss or claim suffered by the Customer as
a consequence of L&H taking such action. - Delivery: Unless otherwise agreed, L&H will arrange for the delivery of the
Products to the Customer. Risk of loss passes to the Customer on the earliest to
occur of collection of the Products by the Customer from an L&H branch or
other L&H specified location; delivery of the Products to the Customer or third
party site designated by the Customer; or delivery of the Products by L&H to a
carrier for the purpose of delivering the Products to the Customer or third party
site. Delivery of Products to the Customer will be to a single site, unless
otherwise agreed in writing by L&H and the Customer. Requests for proof of
delivery may only be made within 30 days of the invoice date. If a request is not
made within this time, Products are deemed delivered. - Pricing: Prices for Products are those quoted by L&H in writing and are open
for the period of time specified in the quotation or 30 days, whichever is the
lesser. Otherwise, the prices for Products will be as set out in L&H’s then current
price list. L&H may charge delivery fees and storage fees for Products. - Payment: The Customer must pay for all Products supplied by L&H within 30
days after the end of the month in respect of which the invoice relating to the
Products is dated or any longer period approved by L&H to the Customer. The
Customer may not withhold, set-off or otherwise resist payment on any basis.
Payment by credit card will incur a transaction fee. - Interest: L&H is entitled to charge the Customer interest on amounts not paid
within the specified credit period in an amount equal to 2% of the amount
outstanding, calculated monthly from the invoice date until payment of the debt. - Discounts: In addition to all other rights of L&H, if the Customer is in breach of
any of its obligations under the Contract, any discounts, including settlement
discounts, rebates or other economic benefits provided to the Customer by L&H
are automatically revoked and the prices for Products will be adjusted upwards
accordingly. - GST: Each amount payable by the Customer under these Terms in respect of a
Taxable Supply by L&H is a GST exclusive amount and the Customer must, in
addition to that amount and at the same time, pay the GST payable in respect of
that supply. “Taxable Supply” and “GST” have the meanings set out in the A New
Tax System (Goods and Services) Act 1999. - Withdrawal or Variation of Credit: L&H may, at any time, without the need to
provide a reason and without any obligation on L&H to notify the Customer,
increase, decrease or withdraw any credit facilities granted to the Customer. - Ownership: (a) Title to and ownership of the Products does not pass until the
Customer and all Related Bodies Corporate of the Customer have paid all
moneys owing to L&H on any account in full. (b) Until payment of all such
moneys, the Customer holds the Products as fiduciary bailee and agent for L&H
and must keep the Products physically separate from all other goods of the
Customer, and clearly identified as owned by L&H. (c) If an Event of Default
occurs, then without prejudice to L&H’s other rights, L&H may on providing
reasonable notice to the Customer, enter any premises occupied by the
Customer or any other place where the Products may be, and recover
possession of them. If the Products are on a third party site, the Customer must
procure access rights for L&H from the controller of the third party site such that
L&H may enter onto the site and recover and retake possession of them on
reasonable notice. (d) If the Customer sells any of the Products while money is
owed to L&H, the Customer holds the proceeds on trust for L&H. Such proceeds
shall be deemed to equal in dollar terms such corresponding part of the amount
owed by the Customer to L&H at the time of receipt (e) If the Customer uses the
Products in some manufacturing or construction process of its own or of some
third party, then the Customer shall hold such part of the proceeds of such
manufacturing or construction process as relates to such Products in trust for
L&H. Such proceeds shall be deemed to equal in dollar terms the corresponding
amount owing by the Customer to L&H at the time of receipt. (f) Until payment
of all moneys owing on any account to L&H, any proceeds referred to above
received by the Customer must be held in a separate account and not mixed
with any other funds. (g) The rights of L&H under this clause 9 do not limit or
exclude any other rights of L&H against the Customer. - Charge over Customer’s Property: As security for payment to L&H of all
moneys payable by the Customer, the Customer charges in favour of L&H the
whole of the Customer’s undertaking, property and assets (including, without
limitation, all of the Customer’s interests both legal and beneficial in freehold
and leasehold land) both current and later acquired. The Customer irrevocably
appoints each Officer as its attorney to do all things necessary to register each
such charge. - Security Interests: (a) Terms that are defined in the Personal Property
Securities Act 2009 (PPSA) have the same meaning in this clause. (b) The
Customer agrees and acknowledges that, for the purposes of the PPSA, L&H has
a security interest in the Products and in any right in relation to or derived from
the Products and such other undertaking, property and assets of the Customer.
(c) L&H may register its security interests under clause 9, 10 and 11. (d) The
Customer waives the right to receive a verification statement under the PPSA. (e)
The Customer agrees that, if Chapter 4 of the PPSA applies to the enforcement
of L&H’s security interests, the following provisions of the PPSA will not apply to
that enforcement: section 95 to the extent that it requires L&H to give a notice to
the Customer; section 96; section 130, to the extent that it requires L&H to give a
notice to the Company; subsection 132(3)(d); subsection 132(4); section 135;
section 142 and section 143. (f) Subject to subsection 275(7) of the PPSA, neither
party may disclose information of the kind referred to in subsection 275(1) of the
PPSA. - Suspension or Ceasing of Supply: (a) L&H may in its complete discretion and
without incurring any liability to the Customer, cease or suspend supply of
Products to the Customer even if an order is part fulfilled. (b) Without limiting
clause (a) or any other rights L&H has, if an Event of Default occurs L&H may,
without prejudice to its other rights, call up moneys owed to it by the Customer,
retain all moneys paid on account, or cease further deliveries and recover from
the Customer all loss of profits arising therefrom, and/or enter onto any
premises where Products are located and with the full cooperation and
assistance of the Customer and retake possession of any Products. Where the
Products are located on a third party site, the Customer must procure access for
L&H or its representatives. - Liability of L&H: (a) Subject to clauses (b) and (c) below, L&H will not be liable
for any loss or damage whatsoever suffered by the Customer as a result of any
act, omission or statement made by L&H, its employees, contractors or agents
whether negligent or not, except that nothing in these Terms limits any liability
imposed by any statute unless or to the extent that it is lawful to do so. Without
limiting the foregoing, any works, including rectification works are at the sole
cost and expense of the Customer. (b) In respect of Products supplied by L&H to
the Customer, subject to clause (d), if the Customer is a Consumer, the liability of
L&H however caused, suffered or incurred by the Customer because of a failure
to comply with a Consumer Guarantee is limited, at L&H’s option, to
replacement of the Product or supply of equivalent Product; repair of the
Product; payment of the cost of replacing the Product or acquiring equivalent
Product; or payment of the cost of having the Product repaired. (c) In respect of
services supplied by L&H to the Customer, subject to clause (d), if the Customer
is a Consumer, the liability of L&H however caused, suffered or incurred by the
Customer because of a failure to comply with a Consumer Guarantee is limited,
at L&H’s option, to supplying the services again or payment of the cost of having
the services supplied again. (d) Clauses (b) and (c) do not apply if: it is not ‘fair
and reasonable’ for L&H to rely on them in accordance with section 64A(3) and
(4) of the Australian Consumer Law; the Products are Consumer Goods; the
services are Consumer Services; or the loss arises in relation to any guarantee
pursuant to any of sections 51, 52 or 53 of the Australian Consumer Law. - Warranties: (a) This clause does not apply to a Customer who is a Consumer.
Otherwise, the Customer acknowledges and agrees that it has not relied on any
representation made by L&H which has not been expressly stated in these
Terms. Any representation, advice, recommendation, information or assistance
provided by L&H in relation to the Products supplied or their use or application
must not be relied upon by the Customer and the Customer acknowledges and
agrees that it is the Customer’s responsibility to satisfy itself as to the
appropriate use or application of the Products and that the Products are
suitable for any particular purpose. Any description of our Products including
any specifications, diagrams, samples or drawings are approximate and are
given by way of identification only. Without limiting this clause (a), the use of that
description does not constitute a sale by description and does not form part of
the Contract. The Customer indemnifies L&H against all loss, cost, expense,
demand, claim or liability suffered or sustained by L&H in connection with any
act or omission of the Customer including but not limited to negligence of the
Customer or any unauthorised representation made or warranty given by the
Customer in connection with the Products. (b) This clause does not apply to a
Customer who is a Consumer. Otherwise, the Customer will have no claim for
defects in respect of any Products apparent on inspection unless a written
complaint is received by L&H within 7 days of receipt of the Products by the
Customer, which complaint identifies the defect. L&H will, at its option, accept
the return of, or give a credit for Products where: the Customer has complied
with this clause (b); L&H is satisfied as to the claim by the Customer; in the case
of Products that have at the request of the Customer been specifically sourced,
the supplier of such Products will accept return of the Products for credit; and, if
L&H elects to have the Products returned, the Products are returned to L&H in
the same condition as when first delivered to the Customer with the relevant
invoice number and date of order. L&H will not accept the return of or give
credit for Products supplied in cut lengths or otherwise fabricated to Customer
specifications or requirements. L&H may, at its sole discretion, accept the return
of, or give credit for, Products that are not damaged or defective if requested by
the Customer. All Products returned are subject to a minimum handling charge
of 20% of the invoiced price except in the case of defective Products or Products
incorrectly supplied. In the case of buy-ins against Customer orders, credit will
only be allowed if the original manufacturer/supplier also accepts the return. - Certification: A statement signed by an Officer certifying the amount of any
moneys payable by the Customer or identifying any Products as “unpaid for” is,
in the absence of manifest error, conclusive and binding on the Customer. A text
or electronic mail message from L&H to the Customer constitutes a statement
by an Officer for the purposes of this clause. - Notification of Change of Details: The Customer will notify L&H of any change
in its ownership, structure or management, including any change of director,
shareholder or beneficiaries, or any change in partnership or trusteeship within
7 days of the date of change. - Provision of Financial Information: The Customer will supply, promptly on
request of L&H and, in any event no later than 5 days after such a request is
made, certified copies of its most recent financial statements (including
management accounts, if required), tax returns and any other financial
information of the Customer requested by L&H. - Intellectual Property: These Terms do not give the Customer any intellectual
property rights in the Products. L&H is not liable to the Customer for any
infringement or unauthorised use of intellectual property rights. - Effect of Other Terms: These Terms supersede all previous terms and
conditions between L&H and the Customer. No terms of the Customer apply to
any agreement between the Customer and L&H. - Amendment to Terms: L&H may amend these Terms from time to time
without reference to the Customer and such Terms, as amended, will apply from
such date. The current Terms are available on the L&H website at
www.lh.com.au. The Customer agrees that any orders placed with L&H are
subject to the Terms displayed on the website as at the date the order is
accepted by L&H. - Expenses: The Customer must pay to L&H any costs, charges and expenses
(including all stamp duty and legal fees calculated on a full indemnity basis)
incurred by L&H in connection with the entry into these terms, the exercise or
attempted exercise of any power, right or remedy under these Terms, and the
failure of the Customer to comply with these Terms. - Trusts: These Terms bind the Customer both personally and as trustee of
any trusts of which the Customer is trustee. - Severance: Each clause and sub-clause of these Terms is separate and
independent. If any clause or sub-clause is found to be invalid or ineffective, the
other clauses or sub-clauses or parts will not be adversely affected. - Application of Laws: The parties submit to the non-exclusive jurisdiction of
the courts of Victoria and the law applying to Victoria is the proper law governing
these Terms. - Set-Off: L&H may set-off amounts owing by L&H to the Customer or the
Customer’s Related Bodies Corporate against moneys owing by the Customer to
L&H on any account. L&H’s right of set-off does not exclude or limit the
Customer’s obligations (including to pay) in any way. The Customer may not set-
off. - Assignment: L&H may assign the Contract without the prior written consent
or knowledge of the Customer. - Definitions: In these Terms unless the context requires otherwise:
(a)”Australian Consumer Law” means Schedule 2 of the Competition and
Consumer Act 2010 (Cth) and the corresponding provisions of the relevant State
Fair Trading Acts; “Consumer” has the meaning given to it in the Australian
Consumer Law; “Consumer Goods” means goods of a kind ordinarily acquired
for personal, household or domestic use or consumption, as that expression is
used in the Australian Consumer Law; “Consumer Guarantee” means the
guarantees provided in Chapter 3, Division 1 of the Australian Consumer Law;
and “Consumer Services” means services of a kind ordinarily acquired for
personal, household or domestic use or consumption, as that expression is used
in the Australian Consumer Law; (b) “Event of Default” means any of the
following events: (i) the Customer fails to pay for the Products; (ii) the Customer
is in breach of these Terms; (iii) if the Customer is a company: an order is made
or a resolution is effectively passed for winding up of the Customer; the
Customer resolves to appoint a receiver or provisional liquidator or an
administrator, or a receiver or provisional liquidator or an administrator is
appointed; the Customer goes into liquidation or makes an assignment or an
arrangement or composition with its creditors; the Customer stops payment or
is deemed unable to pay its debts within the meaning of the Corporations Act
2001;(iv) if the Customer is a natural person, an order is made for the
Customer’s bankruptcy, or the Customer dies or becomes mentally or physically
incapable of managing his or her affairs or an order is applied for or made to
place the assets and affairs of the Customer under administration (v); the
Customer ceases or threatens to cease carrying on business; (vi) L&H forms an
opinion, on a reasonable basis, that any of the foregoing are likely to occur (d)
“Officer” means each director, secretary, manager and authorised representative
of L&H; (e) “L&H” means L&H Group ABN 19 730 781 473, A Limited Partnership,
and includes each of Lawrence & Hanson Group Pty Ltd ACN 080 350 812 in its
capacity as general partner of the L&H Group, a Limited Partnership and its
Related Bodies Corporate as that phrase is defined in the Corporations Act 2001;
(f) “Products” means all goods and/or services (including delivery and cutting
services) supplied or to be supplied by L&H to the Customer; (g) “Related Bodies
Corporate” has the same meaning as in the Corporations Act 2001.
Privacy Statement
The personal information requested on this application “Information” is being
collected to assess the Customer’s application for commercial credit and, if the
application is accepted, to provide the Customer with goods and services and to
manage L&H’s business relationship with the Customer. The Information may
also be used in connection with the enforcement of any obligations owed by the
Customer to L&H including, without limitation, obligations under the Guarantee
and Indemnity accompanying this application.
The Information may be disclosed to the third parties detailed in the Credit
Reporting Statement above (to the extent permitted by Part IIIA of the Privacy
Act), our related entities, suppliers, agents and contractors (such as transport
and storage providers, marketing and communications providers, information
technology providers, legal advisers and debt collection agencies) in order to
provide the Customer with our goods and services and manage our relationship
with the Customer, and for any other purposes you have consented to or which
are authorised by law. We may also use and disclose the Information to send
you communications about our goods and services or the status of your account
(including after the Customer’s credit facility ceases) by email, text message or
other form of communication. If you do not wish to receive these
communications, please call our marketing department on (03) 9697 1546 or
email your request digital@lh.com.au. We will continue to send you the
communications until you advise us otherwise. We may also disclose the
Information to third parties acquiring, or considering acquiring, an interest in
L&H’s business or assets. The Information may also be disclosed to L&H’s related
entities that are outside Australia for the purposes outlined above. The L&H
overseas related entities to which the Information may be disclosed are located
in Hong Kong and France. If the Information requested is not provided, we may
not be able to process this application.
L&H’s Privacy Policy
L&H’s Privacy Policy, which includes our Credit Reporting Policy, is available at
www.lh.com.au. The Policy explains:
- how you may access the Information we hold about you (including any credit
eligibility information); - how you may seek correction of the Information we hold about you (including
any credit information and credit eligibility information); and - how you may complain about a breach of privacy (including credit reporting
requirements) and how we will deal with such a complaint.
By signing this Application, I/we declare that I/we understand the Privacy
Statement and the Credit Reporting Statement above and I/we consent to L&H
collecting, using and disclosing my/our Information as set out above and to L&H
obtaining credit reports about me/us from a CRB. I/we undertake to notify any
person whose Information I/we have provided in this application about the
Privacy Statement.
Guarantee & Indemnity
In consideration of L&H agreeing at the request of the Customer to sell goods
and/or services or give credit to the Customer, the directors of the Customer
being the persons required to sign this application on behalf of the Customer,
and such other persons required by L&H to sign this application (regardless of
whether or not the Customer is a corporation) (“Guarantor”), jointly and severally
enter into this Guarantee and Indemnity (“Guarantee”) in favour of L&H on the
following terms.
- Guarantee
The Guarantor unconditionally and irrevocably guarantees to L&H the due and
punctual payment of the Guaranteed Moneys and agrees:
(a) on demand from time to time to pay an amount equal to the Guaranteed
Moneys then due and payable; (b) any statement signed by a L&H director,
secretary, manager or authorised representative certifying the amount of
Guaranteed Moneys or the money owing by the Guarantor under this Guarantee
is, in the absence of manifest error, binding and conclusive; (c) this Guarantee is
a continuing guarantee and indemnity and remains in full force and effect until
all the Guaranteed Moneys are paid or satisfied in full and is in addition to, and
not prejudiced or affected by, any other security or guarantee held by L&H for
the payment of the Guaranteed Moneys; (d) the liabilities of the Guarantor and
the rights of L&H under this Guarantee are not affected by anything which might
otherwise affect them at law or in equity; and (e) if any payment by the
Customer is avoided or set aside whether by a court order or by agreement
pursuant to a settlement, or refunded or reduced or rendered unenforceable by
any laws, that payment will be taken not to have been made and L&H is entitled
to recover from the Guarantor the value of that payment as if that payment had
never been made. - Indemnity
The Guarantor as a separate and principal obligation unconditionally and
irrevocably indemnifies L&H against any loss L&H suffers as a result of the non-
payment of the Guaranteed Moneys. L&H need not incur any expense or make
any payment before enforcing this right of indemnity. - Waiver
No failure or delay by L&H to exercise any power, right or remedy under this
Guarantee operates as a waiver, nor does any single or partial exercise of any
power, right or remedy preclude any other or further exercise of that power,
right or remedy. L&H’s rights and remedies under this Guarantee are in addition
to any rights and remedies arising at law. - Claim in Insolvency
Until this Guarantee is released by L&H, the Guarantor will not, without L&H’s
consent, prove in any Insolvency Process of the Customer in competition with
L&H. - Application of Moneys Received
If L&H receives or recovers money in respect of debts of the Customer or
anyone else, L&H may use it to pay off whichever part of those debts it chooses
and does not have to apply it for the Guarantor’s benefit. - Charge
As security for payment to L&H of the Guaranteed Moneys and for its obligations
generally under this Guarantee, the Guarantor charges in favour of L&H the
whole of the Guarantor’s undertaking, property and assets (including, without
limitation, all of the Guarantor’s interests, both legal and equitable, in freehold
and leasehold land) both current and later acquired. The Guarantor irrevocably
appoints any authorised representative of L&H as its attorney to do all things
necessary to perfect each such charge. - Expenses
The Guarantor must pay to L&H all costs, charges, fees and expenses incurred
by L&H in connection with entry into this Guarantee, the exercise or attempted
exercise of any power, right or remedy under this Guarantee, and the failure of
the Guarantor to comply with any obligations under this Guarantee. - Acknowledgment
The Guarantor acknowledges that the Guarantor: (a) has entered into this
Guarantee voluntarily; (b) is liable for all Guaranteed Moneys irrespective of L&H
having set, not set, increased or reduced any credit limit and whether notified to
the Guarantor or not; (c) has continuing obligations under this Guarantee
notwithstanding the Guarantor may cease to be a director of, or otherwise
associated with the Customer; (d) has read and understood the nature and
consequences of entering into this Guarantee; (e) has not signed this Guarantee
on the basis of any representation of any of L&H, its employees, agents or
representatives or under the duress of any person; (f) is entitled to seek
independent legal advice before signing this Guarantee; and (g) submits to the
non-exclusive jurisdiction of the courts of Victoria and that the law applying in
Victoria is the proper law governing this Guarantee.
If there is more than one Guarantor, the Guarantor remains liable
notwithstanding the failure by any other Guarantor to sign, or their release by
operation of law or otherwise. - Assignment
The Guarantor acknowledges and agrees that L&H may assign the benefit of the
Guarantee at any time without the prior written consent or knowledge of the
Guarantor. - Severance
Each clause and sub-clause of this Guarantee is separate and independent. If
any clause or sub-clause is found to be invalid or ineffective, the other clauses or
sub-clauses or parts will not be adversely affected. - Definitions
In this Guarantee, unless the context requires otherwise:
Guaranteed Moneys Means all moneys which are, will or may be at any time in
the future, owing or payable to L&H by the Customer for any reason whatsoever
It includes, without limitation, money by way of principal, interest, fees, costs,
indemnities, charges, duties or expenses or payment of liquidated damages.
Insolvency Process Includes any bankruptcy or personal insolvency agreement,
administration or liquidation of a corporation, scheme of arrangement, deed of
company arrangement, receivership, receivership and management or anything
similar;
L&H Means L&H Group ABN 19 730 781 473, A Limited Partnership, and includes
Lawrence & Hanson Group Pty Ltd ACN 080 350 812 in its capacity as general
partner of the L&H Group, A Limited Partnership and its “related bodies
corporate”, as that phrase is defined in the Corporations Act 2001.
Use of Site
Harassment in any manner or form on the site, including via e-mail, chat, or by
use of obscene or abusive language, is strictly forbidden. Impersonation of
others, including a www.ebranch.com.au or other licensed employee,
host, or representative, as well as other members or visitors on the site is
prohibited. You may not upload to, distribute, or otherwise publish through the
site any content which is libelous, defamatory, obscene, threatening, invasive of
privacy or publicity rights, abusive, illegal, or otherwise objectionable which may
constitute or encourage a criminal offense, violate the rights of any party or
which may otherwise give rise to liability or violate any law. You may not upload
commercial content on the site or use the site to solicit others to join or become
members of any other commercial online service or other organization.
Indemnification
You agree to indemnify, defend, and hold harmless
www.ebranch.com.au, its officers, directors, employees, agents,
licensors and suppliers (collectively the “Service Providers”) from and against all
losses, expenses, damages and costs, including reasonable attorneys’ fees,
resulting from any violation of these terms and conditions or any activity related
to your account (including negligent or wrongful conduct) by you or any other
person accessing the site using your Internet account.
Third-Party Links
In an attempt to provide increased value to our visitors, www.ebranch.com.au &
www.useasparky.com.au may link to sites operated by third parties. However,
even if the third party is affiliated with www.ebranch.com.au &
www.useasparky.com.au, www.ebranch.com.au & www.useasparky.com.au has
no control over these linked sites, all of which have separate privacy and data
collection practices, independent of www.ebranch.com.au &
www.useasparky.com.au. These linked sites are only for your convenience and
therefore you access them at your own risk. Nonetheless, www.ebranch.com.au
& www.useasparky.com.au 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).
