These terms and conditions will apply to all orders for goods which the customer places with ISM Objects Pty Ltd (‘ISM Objects’ or ‘the supplier’). The customer agrees that these terms and conditions form part of the agreement between the customer and ISM Objects, but the terms of any quotation provided by ISM Objects to the customer and accepted by the customer, or any other terms specifically agreed between the customer and ISM Objects, prevail to the extent of any inconsistency.

(a) Orders for goods must be in written form sent via email, fax or post. Only then will the orders be accepted and processed.

(b) All orders once processed will be allocated an estimated ship date nominated by ISM Objects having regard to the lead time for production estimated by ISM Objects, public holidays and ISM Objects closure periods. The estimated ship date will be notified to the customer.

(c) ISM Objects reserves the right to extend any ship date due to any unforeseen circumstances that might arise to interrupt or delay production. ISM Objects will notify the customer if this occurs.

(d) ISM Objects reserves the right to change a product in any way shape or form to resolve production or supply issues, or for any other reasonable cause. ISM Objects will notify the customer of any such change and the reason for it. This will not affect any orders for a product at that point of time already in the course of manufacture concerning that product. Any product which is ordered from that point on will be manufactured according to the new design or system.

(e) After an order for goods is placed, if the customer seeks any changes to design of the goods this will constitute a request for a variation of contract, and if ISM Objects accepts the request (which it is not obliged to do), ISM Objects will be released from any obligation to supply those goods unless and until the customer agrees with ISM Objects in writing a new price and delivery date for the varied goods.

(f) Orders may be categorised as urgent when this is requested by the customer and the possibility of speedy expedition is confirmed by ISM Objects. If an order is requested as urgent there will be an additional express charge of 5% (or such other amount as is agreed) added to the order price.

(g) Custom orders requiring custom fabric or components will be subject to availability of fabric or components. Lead times and ship dates may be adjusted upon confirmation of availability from the supplier of fabric or component.

(a) Prices will be quoted prior to an order being processed. Once an order is processed the customer cannot change the product, quantity, delivery date or pricing of the goods ordered, unless with the written agreement of ISM Objects.

(b) Prices are exclusive of GST.

(c) Once the order has been processed, payment must be made in accordance with quoted terms. However, where after any goods have been ordered by the customer the supplier incurs an increase in the cost of production or delivery, the supplier reserves the right to increase the agreed price for the goods, by notice to the customer at any time prior to delivery, by an amount proportionate to that increase in cost. The customer agrees to pay any such notified price increase.

(a) Terms of payment must be agreed by the customer and ISM Objects prior to order placement. The customer must confirm acceptance in writing (e.g., by email).

(b) Pre-Paid terms: the goods will be released once payment has been processed and proof of payment is provided.

(c) Unless otherwise agreed, the customer must pay a deposit of 30% (or such other percentage as is agreed) of the invoice price, and the balance must be paid in full by the end of the calendar month following the month of delivery (unless the sale is on C.O.D. terms, in which case the balance must be paid in full immediately before delivery).

(d) Any deposit required must be received and funds cleared before any production of the ordered goods will commence.

(a) Once production of goods ordered is complete the customer will be notified of completion, payment requirements will be advised to the customer and delivery or pick up will be arranged.

(b) ISM Objects may charge an additional 5% of the invoice as a storage fee for every extra week that the order is stored in factory beyond one month past the agreed time of delivery or pick up.

(c) If production of the goods ordered is completed before the notified ship date, storage fees will be charged only after that notified date to conform to the terms agreed between ISM Objects and the customer.

(a) Delivery terms will be discussed prior to the order being processed, but unless otherwise agreed delivery charges will be included in the initial pricing and ISM Objects will supply ordered goods on a ‘delivered at place unloaded’ basis (for any supply to a place outside Australia, in accordance with the ‘DPU’ formula under Incoterms 2020), so that the obligation and risk of unloading of the goods at the customer’s nominated delivery point rests with the customer.

(b) If the customer requests the supplier to unload the goods, the customer must bear the cost of, and all risk of damage or loss during, unloading of the goods.

(c) The supplier will not be responsible for any damage to the premises (or facilities thereon) nominated by the customer as the delivery point, and the customer must hold the supplier harmless against any liability arising out of such damage.

(d) Delivery will be effected only during normal working hours. Any costs of delay in unloading the goods at the customer’s nominated delivery point will be for the customer’s account.

(e) Time of delivery may vary depending on the travel distance.

(f) If the customer wishes to arrange collection and transportation of the goods at the customer’s cost, ISM Objects will accept no liability for any loss or damage during loading or in transit, and delivery will then be on an ‘ex works’ basis, so that delivery will be complete once the goods are made available for collection at the supplier’s premises or nominated collection point on the date nominated by the supplier.

(g) Once the delivery date has been agreed for particular goods, the customer may not defer the delivery date without the written approval of ISM Objects, and must pay for the goods in accordance with the agreed delivery and payment schedule.

(h) The supplier will provide the customer a statement on the invoice or delivery docket showing the place and time of delivery of the goods and their description and quantity, which will in the absence of manifest error be binding on the parties.

(i) Risk in any ordered goods passes to the customer on delivery, but ISM will retain title to the goods (and title does not pass to the customer) until ISM Objects has been paid the purchase price in full.

(a) It is the customer’s responsibility to check each delivery the customer receives from ISM Objects to ensure the goods are in good condition and the complete order has been received.

(b) After any delivery of goods, the customer has 14 days to notify ISM Objects of a claim for shortfall in quantity or any patent defect. The customer must then arrange for ISM Objects to inspect the goods as delivered.

(a) ISM Objects warrants that goods delivered will (unless changes have been made in accordance with paras. 2(d) or (e) above) be in accordance with any sample provided by ISM to the customer prior to order.

(b) ISM Objects warrants that goods delivered will for the warranty period (1 year following delivery) be reasonably fit for the purpose for which the customer requires them as notified to ISM Objects prior to order.

(c) No warranty applies to lamps (globes or tubes) supplied.

(d) If any item of goods supplied is not reasonably fit for the purpose (for which the customer requires them as notified to ISM prior to order), ISM Objects will repair or replace the item free of charge if within the 1-year warranty period. If goods cannot be returned for repair immediately or fault cannot be determined, the customer must order new items and credit will be given once items are returned to ISM Objects and deemed faulty.

(e) The warranty in clause 8(b) will not apply:

• where any goods provided to the customer by ISM Objects have been changed at the customer’s request under para. 2(e) above, or adjusted, altered or repaired by someone other than ISM Objects; or

• in relation to any components of the supplied goods which have been supplied to ISM Objects by the customer or a supplier nominated by the customer; or

• where the light fittings concerned are operated otherwise than in accordance with instructions given by ISM Objects.

(f) To the full extent permitted by law, in no event shall the liability of ISM Objects for breach of any warranty relating to goods supplied by ISM Objects, or in tort (for negligence in the manufacture or assembly of goods supplied by ISM Objects or otherwise) in relation to the goods supplied, include any liability for loss of profits or exceed the amount paid by the customer for the goods in question.

(g) To the full extent permitted by law, all other warranties and representations oral or in writing and express or implied do not apply in the absence of fraud by ISM Objects.

(a) In the event of a cancellation of an order ISM Objects reserves the right to charge a re-stocking fee of 30% of the total price of the original order. The re-stocking fee remains within the same terms as the original order (pre-paid, account or C.O.D).

(b) In the event of a partial cancellation of an order, ISM Objects reserves the right to charge a re-stocking fee on the cancelled items of 30% of the price for those items on the original order. The re-stocking fee remains within the same terms as the original order (pre-paid, account or C.O.D).

(c) If an order is cancelled and then goods of a lower value are ordered in place of the original goods, ISM Objects reserves the right to charge a restocking fee of 15% of the original order value.

(d) Credits will be processed only when goods are received by ISM Objects in their original packing and condition. No credit may be applied without an ISM Objects Adjustment Note being issued. Any damage to the returned items will be invoiced at full price.

(e) Any bespoke or custom items cannot be cancelled once order is received.

(f) All cancellations must be advised in writing.

(a) The supplier will not be liable for failure to deliver or for delay in delivery of any goods ordered where and while its ability to do so has been hindered, restricted or prevented by Force Majeure.

(b) For the purposes of this clause 10, Force Majeure means any cause beyond the reasonable control of the supplier, including without limitation any act of God, strike, lock-out or other interference with work, war declared or undeclared, lightning, fire, earthquake, storm, flood, explosion, pandemic, unavailability or delay in availability of equipment or transport, or inability to obtain or delay in obtaining any governmental approval, consent or permit.

(a) To the extent that any provision (or part thereof) of these conditions is illegal or unenforceable, that provision or part is to be regarded as severed from these conditions to the extent of the illegality or unenforceability, but the remainder of that provision (if any) and these conditions will apply unaffected.

(b) The proper law of any contract incorporating these conditions is the law in force in the state of Victoria.