1. Definitions
1.1 “Manufacturer” shall mean its successors and assigns or any person acting on behalf of and with the authority of Laileb Ltd.
1.2 “Client” shall mean the Client or any person acting on behalf of and with the authority of the Client.
1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis.
1.4 “Goods” shall mean Goods manufactured for the Client and/or supplied by the Manufacturer to the Client (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by the Manufacturer to the Client.
1.5 “Services” shall mean all services supplied by the Manufacturer to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
1.6 “Price” shall mean the cost of the Goods as agreed between the Manufacturer and the Client subject to clause 3 of this contract.
2. Acceptance
2.1 Any instruction Laileb receives from the Customer for the supply of Goods and/or the Customer's acceptance of Goods supplied by Laileb constitutes acceptance of the terms and conditions set forth in this agreement.
2.2 If more than one Customer signs this agreement, the Customers shall be jointly and severally liable for all payments of the Price.
2.3 Upon the Customer's acceptance of these terms and conditions, the terms and conditions become irrevocable and may only be modified with the written consent of Laileb.
2.4 The Customer undertakes to provide Laileb with at least two (2) days' notice of any change in the Customer's name, address, and/or Customer information.
3. Price and Payment
3.1 The Price, at Laileb's sole discretion, shall be:
(a) as stated on the invoices provided by Laileb for the Products supplied to the Customer; or
(b) the Price offered by Laileb (subject to clause 3.2), which shall be binding on Laileb provided the Customer accepts Laileb's offer in writing within one (1) day.
3.2 Laileb reserves the right to change the Price in the event of a change to Laileb's offer or if additional work is required for Laileb due to defective materials supplied by the Customer.
3.3 Laileb may, at its sole discretion, require a deposit or full payment with the order.
3.4 The payment term for the Products is essential and will be specified on the invoice or other form. If no term is specified, payment shall be due on the invoice date prior to delivery of the Products.
3.5 At Laileb's sole discretion, either:
(a) Payment will be made before receipt of the Products, or
(b) For Approved Customers, payment will be made in accordance with Laileb's payment schedule.
3.6 Payment will be made by cash, check, bank draft, direct credit card, or any other method agreed upon between the Customer and Laileb.
3.7 GST and other applicable taxes and duties will be added to the Price unless expressly included in the Price.
3.8 A fee of 3.5% of the invoice amount will be charged for payments made by credit card.
4. Delivery of Goods
4.1 At Laileb's sole discretion, delivery of Goods will occur in the following circumstances:
(a) when the Customer picks up the Goods at the Manufacturer's address; or
(b) when the Customer picks up the Goods at the Customer's address (if the Goods are delivered by the Manufacturer or the Manufacturer's designated carrier); or
(c) when the Customer's designated carrier picks up the Goods, in which case the carrier will be deemed to be the Customer's agent.
(d) Some products (such as Laileb designs, Laileb gift cards, or pre-dealership programs) are delivered to email addresses or via in-page service. These products are strictly non-refundable.
4.2 At Laileb's sole discretion, delivery costs are as follows:
(a) In addition to the price; or
(b) at the Customer's expense.
4.3 The Customer shall make all necessary arrangements to collect the Goods when they are offered for delivery. If the Customer fails to collect the Goods in accordance with the contract, Laileb shall be entitled to charge a reasonable fee for re-delivery of the Goods or Products.
4.4 Delivery of the Goods to a third party designated by the Customer, or in the case of gift card shipments, shall be deemed delivery to the Customer for the purposes of this contract.
4.5 Laileb may deliver the Goods in separate installments. Each separate installment shall be invoiced and paid in accordance with the provisions of these terms and conditions.
4.6 Laileb's failure to deliver shall not entitle either party to terminate this contract.
4.7 Laileb shall not be liable for any loss or damage arising from its failure to deliver the Goods (or any of them) on time or at all.
5. Risk
5.1 If Laileb retains title to the Goods, all risk in the Goods passes to the Customer upon delivery.
5.2 If any of the Goods are damaged or destroyed after delivery but before title passes to the Customer, Laileb is entitled to recover all insurance proceeds due for the Goods. The provision of these terms and conditions by Laileb is sufficient evidence of Laileb's right to recover insurance proceeds without the need for any person dealing with Laileb to obtain further information.
6.Title
6.1 It is Laileb's intention, and as agreed by the Customer, that title to the products shall not pass until:
(a) the Customer has paid all amounts due for the relevant products, and
(b) the Customer has fulfilled all other obligations to Laileb under all agreements between Laileb and the Customer.
6.2 The receipt of any form of payment other than cash by the Manufacturer shall not be considered payment until such form of payment has been confirmed, collected, or recognized, and until such time Laileb shall retain title or rights to the products.
6.3 It is further agreed that:
(a) Where possible, the Goods shall be kept separate and identifiable until Laileb has received payment and all other obligations of the Customer have been fulfilled; and
(b) Until title to the Goods has passed from Laileb to the Customer, Laileb may notify the Customer in writing to return the Goods, or any of them, to the Manufacturer. Upon such notification, the Customer's right to acquire ownership or any other right in the Goods ceases; and
(c) Laileb shall have the right to stop the transit of the Goods, whether or not delivery has been made; and
(d) If the Customer fails to return the Goods to Laileb, Laileb or its representative may enter upon land and premises owned, occupied, or used by the Customer, or any premises in which the Goods are located, at the Customer's invitation, and take delivery of the Goods; and
(e) The Customer is merely a bailee of the Goods, and until Laileb receives full payment for the Goods, the Customer shall hold the proceeds of the sale or disposal of the Goods on trust for Laileb; and
(f) The Customer shall not deal with Laileb's money in any way that may be detrimental to Laileb; and
(g) The Customer shall not charge, grant any right, or otherwise acquire any interest in the Goods while the Goods remain in Laileb's possession; and
(h) Laileb may bring an action to recover the Price of the Goods sold, even if title to the Goods has not passed to the Customer; and
(i) If the Goods are converted into other products until title to the Goods passes to the Customer, the parties agree that Laileb will become the owner of the final products.
7. Customer Disclaimer of Liability
7.1 The Customer waives any right to terminate, cancel, or sue for damages or claim compensation for any misrepresentation made by Laileb to the Customer, and the Customer acknowledges that the Goods were purchased solely at its own discretion and discretion.
8. Defects
8.1 The Customer shall inspect the Goods upon delivery and shall notify Laileb representatives within one (1) day of any alleged defect, quantity shortage, damage, or non-compliance with the description or offer, via email or WhatsApp. If the Customer believes the Goods are defective in any way, the Customer shall provide Laileb with an opportunity to inspect them within a reasonable period of time after delivery. If the Customer fails to comply with these provisions, the Goods shall be deemed to be free from any defect or damage. For defective Goods that Laileb acknowledges in writing that it has the right to reject, Laileb's liability is limited to replacing or repairing the Goods (at Laileb's discretion).
9. Returns
9.1 Returns will only be accepted if the following conditions are met:
(a) the Customer has complied with the provisions of clause 8.1; and
(b) the Manufacturer has agreed in writing to the return of the Goods; and
(c) the Goods are returned at the Customer's expense within two (2) days of delivery; and
(d) Laileb will not be responsible for Goods that have not been properly stored or used; and
(e) the Goods are returned in the same condition as delivered. (This does not apply to gift cards, perfumes, or sunglasses.)
9.2 Laileb will not accept returns of Goods as credit.
10. Warranty
10.1 Subject to the warranty conditions set forth in Clause 10.2, Laileb warrants that if any defect in workmanship becomes apparent and is reported to Manufacturer within two (2) days of delivery (due to time being of the essence), Manufacturer will (at Manufacturer's sole discretion) repair the defect or correct the workmanship.
10.2 The conditions applicable to the warranty granted by Clause 10.1 are as follows:
(a) The warranty does not cover any defect or damage arising in whole or in part from or through:
(a1) the Customer's failure to properly maintain any Goods;
(a2) the Customer's failure to comply with any instructions or directions provided by Laileb;
(a3) the use of any Goods for any purpose other than any application stated in the quotation or order form;
(a4) the continued use of any Goods after any defect becomes apparent or would have been caused by a reasonably careful operator or user; or
(a5) Normal wear and tear, any accident, or force majeure.
(b) If the workmanship is repaired, replaced, or modified without the Manufacturer's consent, the warranty will lapse, and Laileb will no longer be liable under any warranty terms.
(c) For all claims, Laileb will not be liable to compensate the Customer for any delay in replacing or repairing the workmanship/Products or in properly considering the Customer's claim.
11. Commonwealth Trade Practices Act 1974 and Fair Trading Laws
11.1 Nothing in this agreement is intended to result in the exclusion of the applicable provisions of the Commonwealth Trade Practices Act 1974 or the Fair Trading Laws in each state and province of the European Union, to the extent permitted by such Laws.
12. Cancellation
12.1 Laileb may cancel these terms and conditions or cancel the delivery of the Products at any time before the Products are delivered, by giving written notice. Upon such notice, Laileb will refund all amounts paid in relation to the Price to the Customer. The Manufacturer will not be liable for any loss or damage arising from such cancellation.
12.2 If the Customer cancels the delivery of the Products, the Customer will be liable for all damages incurred by Laileb up to the date of cancellation (including, but not limited to, shipping costs, daily labor losses, lost profits, and bank commissions).