Terms & Conditions
REVIEW OF TERMS AND CONDITIONS
These terms and conditions are subject to change from time to time without notice. Each order or transaction will be governed by the terms and conditions in force upon the date of that transaction.
All content on this site, including text, icons, graphics, etc. are the property of Trulux or its suppliers and are protected by Australian and International Copyright law. No part or portion of this site may be copied, sold or used in any manner for any commercial purpose without written consent.
Trulux can only ship to a limited number of countries that are listed on our shipping section.
To discuss shipping to a country not listed here please email us at: email@example.com. Trulux is not responsible for customs charges and restrictions that vary from country to country and result from the importation or certain products. The purchaser remains responsible for all charges and fees incurred.
1. Trulux has accounts with several major courier companies. We will arrange freight through these accounts for you unless you require shipping through your own courier. If you wish to use your own courier we cannot be held responsible for loss or damage once goods leave our warehouse. Please advise your national / international account number & Sydney contact details of your courier in the "Special Instructions / Comments" sections with your order.
2. Freight calculation is based on weight, volume and destination. Sales consultants are happy to provide freight quotes before processing payment if requested at the time the order is placed.
3. Trulux does not charge handling or packing fees unless special legal or specification documents are requested.
4. All orders must be checked & lodged within 7 days of receipt & any claims, errors, or discrepancies must be reported immediately.
5. International shipping may require legal documents for export purposes. Please check with your local shipping agent or customs agent. Goods being held, stored, or penalties incurred in processing International orders will be passed on to the buyer/importer before the order is dispatched.
6. Please note in circumstances where the selected courier service is unavailable or experiencing delivery delays, Trulux may find it necessary to use an alternative courier or method of delivery to ship your order. Trulux will absorb any additional shipping charges in such cases.
RETURNS REFUNDS AND REPLACEMENT
1. Any discrepancies must be reported within 7 days of receiving your order. It is important to note the name of your Sales Consultant who has dealt with your return. Any discrepancies with your order will be logged in our system for quick reference so that we can better manage your account. No returns or exchange will be allowed after 7 days from receipt of your order.
2. Any problems reported after 7 days which are not the fault of Trulux will incur a 20% re-stocking fee. If a return or refund is necessary, this must fall within 2 months of the invoice date. Returns will not be accepted beyond 2 months.
3. It may be necessary for clients to return goods by Australia Post, in which case, reimbursement of return freight costs will be included in refund/credit (only if the error is on Trulux behalf). International returns can also be accepted for being faulty, damaged, or exchanged. Please ensure full tracking details (airway bill or tracking number) are provided in order to monitor the speed of the parcel being sent back.
4. If an error has been made by Trulux with regards to a written order, either invoicing or packing, we will gladly pay for return shipment. If customer requires urgent re-dispatch, it will be necessary to pay for goods at the time the re-order is lodged, which will then be credited/refunded when we receive the returned goods.
5. Errors made by clients when placing their order can be returned if reported within 7 days and products are unopened. This will incur the 20% restocking fee. This includes change of mind returns also. Goods must arrive in re-saleable condition. Return freight will be at customer's expense. 20% Restocking Fee covers costs of time and labour involved with returning goods to the warehouse.
6. Goods must be re-packed carefully for return and the package must include a letter identifying your invoice number, name, and contact information as well as why the goods are being returned. Whether you require a credit or a replacement, it is extremely important to provide as much detail as possible about what you are returning so that the return can be processed accurately & promptly.
7. All goods/products must be unused when returned to Trulux in order to qualify for a credit or refund.
8. We do not accept cancellations and returns for change of mind on indent items.
All orders placed are an offer of purchase and are subject to acceptance by Trulux. If an order is not accepted a full refund will occur at the earliest possible convenience.
Trulux is under no obligation to ship any goods ordered until payment for those goods has been received in full. All prices listed are in AUD and inclusive of any Australian Goods and Services Tax applicable (GST).
Throughout the use of the site users may be invited to review certain products. If you do submit such reviews, you give Trulux permission to use, reproduce, modify and publish them in a royalty-free, irrevocable manner. You also permit Trulux to publish your first name and State or Town.
Such reviews posted, in no way represent the views or opinions of Trulux or its owners, shareholders, employees or others, but are the sole product of its creator.
PURCHASE OF GOODS
Upon purchase of goods, the buyer agrees to use the products only for their intended purpose. Any other use will cause the buyer to assume full responsibility for any loss or damage arising out of their use.
ADVICE AND INFORMATION
The advice and information contained within this website is of a general nature and is not intended to replace professional advice for individual or specific conditions. While we make every effort to ensure that the information contained within this website is correct, we take no responsibility for any loss or damage arising from its use.
All orders must be paid for prior to shipping.
We accept Visa, MasterCard, American Express, and PayPal. Please note though that American Express and PayPal do attract a 3.00% surcharge (inclusive of GST). We also accept Direct Deposits. If you choose to pay via Direct Deposit you will be required to email your official Direct Deposit receipt so that your order can be dispatched promptly. Orders can be delayed if confirmation is not presented, as we will have to wait for funds to be cleared.
GST is applied to all orders within Australia on taxable items including freight.
We cannot waive GST unless the required documentation is supplied for Australian orders.
Trulux does not supply food grade raw materials and therefore cannot waive GST.
International orders do not incur GST, however, there may be import duties and taxes applicable to the destination of shipment that Trulux cannot be responsible for. If you have questions about these taxes please contact your local customs office.
All prices are quoted ex-works and do not include shipping & transportation costs.
- Orders cancelled after 24 hours of the time of order placement will incur a 20% restocking fee.
- Orders left on "Wait" status or unconfirmed beyond 7 days will be automatically deleted from our system save and except International Orders which will remain in the system for 14 days.
- Pick Up orders must be collected within 7 days or they will be returned to warehouse inventory.
MANUFACTURING TERMS AND CONDITIONS
The contract governs the supply of any goods and services (“the Goods”) by Trulux Pty Ltd or any of its related bodies corporate as defined in the Corporations Law (Trulux) to you, or in the case of a corporation, the corporation and all of its directors, or in the case of a partnership, all of the partners (“the Customer"). Unless otherwise specifically agreed in writing by Trulux, all orders placed by the Customer with Trulux for supply of Goods will be on the following terms and conditions.
INVOICE PRICE OF GOODS
The invoice price for the Goods is set out in the Schedule as either a price list or quotation. All prices quoted by Trulux exclude GST.
RESERVATION OF TITLE
Ownership or title in the Goods remains with Trulux until full payment of the Invoice Price is made by the Customer.
Trulux will use its reasonable efforts to deliver the Goods at the agreed location on the Delivery Date.
The Customer is liable for all freight costs, unless the price quoted is specifically stated as including freight costs.
The Customer assumes all risk on delivery at the agreed location.
If Customer collects goods from Trulux premises then Customer is liable for all freight costs and assumes all risk on collection.
If Trulux cannot deliver because of circumstances outside its reasonable control (including but not limited to strikes, lockouts, raw material shortages, accidents or breakdowns of plant or machinery or shipping courier ) then Trulux is not liable for late delivery and delivery obligations are suspended (without penalty) until in Trulux reasonable opinion the inability ceases.
Trulux will endeavor to deliver to the Customer the Goods as ordered. The Customer must accept delivery where the quantity delivered is not more or less than 10% in value or quantity of the Goods ordered (the “permissible adjustment”).
In this event a prorata adjustment will be made to the Invoice on delivery by Trulux.
Subject to the permissible adjustment, if there is a short delivery of Goods or more than one delivery, each delivery is deemed to be sold under a separate contract and the Customer remains bound by this Contract (with no right of termination) until the balance of Goods are delivered.
Deliveries may be totally or partially suspended during any period in which Trulux may be prevented or hindered from delivering by any circumstances outside its reasonable control, including but not limited to strikes, lockouts, raw material shortages, accidents or breakdowns of plant or machinery.
The Customer acknowledges that in such an event, Trulux will be under no liability or obligation to deliver to the Customer any Goods not delivered during the period of suspension.
If the Goods are subject to one order by the Customer are delivered by more than one delivery, each delivery will be deemed to be sold under a separate contract failure by Trulux to deliver the whole of the order within the time stated on the order form will not entitle the Customer to repudiate the Contract for the balance remaining undelivered.
Trulux reserves the right to make deliveries in installments and these terms and conditions shall be severable to such installments.
Trulux shall not be liable for damages in delivery.
Upon delivery or deemed delivery, the Goods shall be at the Customer risk and the Customer shall, from that date, insure the Goods for their full replacement value.
- Fifty percent (50%) deposit required with a written confirmation of order, with the final balance payable prior to delivering or picking up of goods.
- All Goods shall be paid in full before leaving Trulux premises.
WARRANTY AS TO QUALITY
- Except where prohibited by law, this warranty over-rides all relevant Federal, State and Territory legislation. All liability is excluded where such liability is consequential or arises out of (or in respect of) the supply, re-supply, or use of the Goods.
- Trulux warrants that the goods supplied will be of a merchantable quality. Any liability howsoever arising out of or in respect of the supply, re-supply or use of the Goods is expressly excluded, including but not limited to loss of profits or consequential loss.
- If the Customer complains that the Goods are not of merchantable quality then provided the Customer makes a detailed written complaint to Trulux within 7 days of receipt of the Goods the subject of the complaint and returns fully insured (at its cost and risk) such part of the Goods as required by Trulux for Trulux inspection, Trulux may at its option, as full compensation for such loss (including any loss of profits and consequential loss caused by an act or omission -including negligent acts or omissions of Trulux or Trulux agents) but without admission of liability, either:
(a) Replace the whole or part of such Goods, or
(b) Confer a credit note, or
(c) Refund the amount paid by to the extent not exceeding the invoice price of the goods, or
(d) Pay to the Customer some part of the invoice price.
- The Customer acknowledges as a paramount term that Trulux is not, on any basis, required to pay or compensate the Customer in an amount exceeding the invoice price of the Goods.
STABILITY TESTING AND COMMERCIAL RISK
- Unless required by law, Trulux does not conduct stability testing on products it produces.
- Trulux cannot provide any warranty as to stability of the product unless 3 months' stability testing is conducted at the Customer's expense.
- If the Customer approves a commercial sample prepared by Trulux without stability testing being conducted, the Customer assumes all risk in relation to the product's stability and suitability for purpose.
- The Customer must supply Trulux with any and all relevant Material Safety Data Sheets in relation to any products supplied to Trulux by the Customer.
- Trulux will not be responsible for the Preservative Efficacy of the Goods, it is up to the Customer discretion and risk to have performed the necessary tests for the adequacy of their preservation and evaluation of the Goods and that to put the Goods to the market is a commercial risk that the Customer takes.
ADVICE AND MATERIAL PROVIDED
Any advice, recommendations, information, technical assistance or formulation services (“the Advices”) provided by Trulux (or its agents) in relation to the Goods is given in good faith and is believed by Trulux to be appropriate, accurate and reliable.
The Customer acknowledges that it has not relied upon such Advices and that the Customer has had adequate time to take and rely either on its own advices or alternative advice.
- Should Trulux receive material and/or goods supplied by the Customer (including tubes, bottles and other like containers) into which the Goods produced by Trulux are to be contained or for any purpose relating to the use of the Goods, all such materials and/or goods are provided at the risk of the Customer.
- Trulux costs structure is based upon the assumption that clean, quality packaging components are supplied by the customer. If during the course of works a quality problem arises due to packaging supplied by the Customer, Trulux reserves its rights to charge a surcharge to cure the quality problem and/or refuse to fill any inferior quality packaging.
- Trulux will take all reasonable care with all materials supplied to it by the Customer, however all materials which remain on Trulux premises are not insured by Trulux and remain at the Customer's risk at all times.
- If Trulux is required to purchase, or take delivery of, any raw material, packaging components or goods which are specific to a particular order ("specialist materials"), and at the termination of any contract between Trulux and the Customer there remains residual specialist material, the Customer must purchase all remaining specialist material from Trulux at Trulux cost price plus GST.
- In this instance Trulux will issue the Customer with a Tax Invoice for the remaining materials which will be payable with the remaining 50% balance before delivery, in accordance with Trulux normal trading terms and conditions.
- Notwithstanding any statement made to the Customer by Trulux, the Customer must independently of Trulux take all reasonable steps and other enquiries to satisfy itself that the material and/or goods (included tubes, bottle and other like containers) provided to Trulux is, for all purposes and under all conditions, suitable containers for the Goods manufactured or produced by Trulux.
- If the Customer fails to pay any invoice on the basis that the Goods were not:
(a) Fit or of merchantable quality purpose, or
(b) Suitable for or compatible with the material, and/or the Goods provided by the Customer to Trulux,
(c) Then the Customer agrees that it bears the continuing evidential onus in any proceedings to establish that the Customer had prior to placing the order with Trulux, properly made and taken all reasonable and independent enquiries to satisfy itself that the Customer supplied material and/or goods were suitable for use with and to contain the Goods provided by the Customer to Trulux.
- Trulux will not be obliged to accept returned Goods except if the Goods are faulty or incorrect. In the latter circumstances, the Goods shall only be accepted by Trulux, if Trulux has acknowledged responsibility for the faulty or incorrect Goods and this has been notified to the Customer in writing.
Payment for the Goods supplied by Trulux to the Customer will become due immediately upon the Customer committing any act of bankruptcy (if a natural person) or (being a Company) appointing an Administrator, or committing an act which entitles a third party to wind up, or appoint a Receiver, or Receiver and Manager to the Company.
- Where Trulux receives material and/or goods from the Customer for the purpose of carrying out work thereon, all such materials and/or goods are provided at the risk of the Customer.
- Trulux will not be liable for any loss or damage to any of the said materials and/or goods whilst in the custody and/or control or Trulux nor will Trulux be liable in respect of any consequential loss or damage sustained by the Customer irrespective of whether such loss or damage is sustained as a result of the negligence or willful act or default of Trulux and/or could have been foreseen or contemplated by Trulux
- Trulux will not be liable in the event, where a third party involvement in either manufacturing, packing, or any processes involving with the handling or storage of the Goods.
- Trulux will not be liable for any liability in the recall of goods, it is up to the Customer discretion and interests to make such decision.
- Existing laws and regulations are to be observed in all cases by our Customers
REPOSSESSION OF GOODS BY TRULUX
- When the Goods are ready for delivery and the customer refuse to take delivery or pay for the balance after 30 days, Trulux may retake possession of the Goods, any containers and other apparatus containing such Goods (notwithstanding that Trulux is not the owner of such containers and apparatus) (the “Ancillaries”), any and all material bearing or embodying any patent, trademark, design, copyright, instructions, warnings and packaging (the “Intellectual Property”) relating to the Goods and/or the Ancillaries, and for the purpose of facilitating and authorizing such possession and sale, the Customer:
(a) Confers on Trulux an irrevocable right to take possession of such Ancillaries and to sell such Ancillaries together with the Goods;
(b) Confers on Trulux an irrevocable license in respect of all Intellectual Property,
(c) Irrevocably authorizes Trulux, its employees and agents as the authorised agent of the Customer for the purpose of taking possession of and selling the Ancillaries containing the Goods and/or any Intellectual Property or packaging associated with such Ancillaries or the Goods without notice and without liability or legal process.
(d) Trulux has the right to charge commercial rate interest of ten (10) percent after 30 days.
SALE OR OTHER DISPOSAL OF GOOD UPON EXPIRY OR TERMINATION
- Unless the Goods are paid for, Trulux may, after the expiration of 14 days from taking possession of such Goods, offer the Goods, the Ancillaries and any packaging material bearing the Intellectual Property for sale by public auction, tender or private treaty or online, at such location and on such dates and terms and conditions or through persons dealing in Goods of similar description or in any other manner and upon such terms and conditions as Trulux and the Customer may agree or, failing agreement, then as Trulux in its sole discretion decides.
- If Trulux utilizes a design, or has followed an instruction by the Customer relating to the formulation or manufacture of the goods, the Customer will indemnify and hold harmless Trulux from any and all claims, proceedings, judgements, prosecution, damages, losses, costs, expenses and liabilities made or recovered against Trulux as a result of whether direct or indirect, any activity or undertaking by Trulux in accordance with those instructions involving an infringement of a patent, trade mark, registered or unregistered design, copyright, or as a result of the Customer’s misassembly or design of the Goods, or marking, instructions or warnings on the goods.
- The Customer will keep Trulux fully indemnified against all losses and expenses (including solicitor/client legal expenses) which Trulux may suffer or incur due to the failure by the Customer to observe its obligations under the contract.
- If the Customer breaches any of these terms and conditions, including any misuse of Trulux proprietary or confidential Information, Trulux reserves its rights to commence immediate legal proceedings without further notice to the Customer including urgent injunctive relief where appropriate.
- All of the obligations concerning confidentiality created by these Terms and Conditions are continuing obligations of the Customer and do not merge upon.
- Trulux in its discretion may require the Customer to execute a confidentiality agreement with Trulux in relation to Trulux confidential information.
- The rights and obligations of the parties in respect of agreements, indemnities, covenants and warranties contained in this document.
(a) Are continuing agreements, covenants, indemnities and warranties and accordingly,
(b) Are not merged or extinguished by the partial performance by a party of their obligations under this document, and will remain in full force and effect until the obligations of all parties under this document are discharged in full.
- Each of the parties agree that they will execute and deliver such further documents at their own expense as they may reasonably be requested by any other party to properly and fully effect the purpose of this document.
- If the Customer wishes to commence proceedings against Trulux (or file any cross claim in proceedings commenced by Trulux) in respect of this Agreement, the Goods or any matter directly or indirectly arising out of this Agreement, then prior to the commencement of such proceedings or the filing of such cross claim, the Customer must as
(a) Security for the legal costs of Trulux, and/or
(b) Security for any award or judgment that may be awarded in favour of Trulux against the Customer
(c) First pay into the relevant Court in New South Wales as security on a non-admission basis that sum which is the higher of
- $20,000 (twenty thousand dollars), or
- 75% of the whole of any then unpaid invoices owing to Trulux (notwithstanding that such invoices may be disputed, or the subject of a set off or other claim by the Customer)
- No waiver by any party of any default in the strict and literal performance of or compliance with any provision, condition or requirement herein shall be deemed to be
- A waiver of strict and literal performance of and compliance with any other provisions, conditions, or requirement herein
- A waiver of or in any other manner
- Release any party from strict compliance with any provision, condition or requirement in the future.
- Any delay or omission by any party to exercise any rights provided for in this document does not in any manner impair the exercise of any such right accruing to it thereafter.
- Disclaimer: Product samples made herein are based on our research and are believed to be accurate but no guarantee of their accuracy is made.
- They are provided to the best of our knowledge and ability, but without obligation and liability. Information and advice are intended to be helpful, but no warranty is expressed or implied as to the results obtained from use of the formulation, procedure or product suggested herein.
PACKAGING AND DISCLAIMER
All packaging must be subjected to the conditions that you intend the finished products to endure. In particular, please subject the packaging to the following conditions whilst fully filled:
It will always fall to the Client to check at all times:
- That the packaging products are technologically suited to the purposes for which the company should intend to employ such products and that they are legally conforming to the requirements.
- That the packaging products are compatible with any with which the company should intend to assemble them.
- That the packaging products are compatible with the formula with which the same are to enter into contact;
Therefore Trulux will accept no complaint referable to the Client’s failing to run the three aforementioned checks.
Owing to production needs, the amount of customised articles may vary upwards or downwards +/- by 10% of the quantity shown in the Order Confirmation.
4. Test the packaging for leaks. All packaging could potentially leak, except those with a physical barrier such as an induction foil
a. Ensure that the packaging does not leak over time - Upside down or on its side. None of the packaging sold by New Directions is leak tested.
b. Leakages of gases that will contribute to evaporation is not uncommon in a lot of packaging.
c. If the capping is to be done with an automatic capper, please test this with the automatic capper, if capping manually, please ensure the trials are carried out with hand capping.
d. Subject the capped product to a leaking test over the intended logistical conditions, by air, sea or land. Please note that some products may attack the plastic components of the packaging and this might reduce the sealing capability of the packaging over a period of time.
a. There are a range of different requirements for head space and overfill. (Different customers over-fill their products to different levels, some overfill by 5ml and others by 10%) Further, some closures and crimping machines reduce the overall volumetric properties of some containers. You are encouraged to check the capacity of your intended packaging to ensure that you are satisfying your requirements of the volume you require as well as the legal requirements in the country of sale. Our volumetric labels are intended only as a guide.
b. Filling equipment at times require a certain amount of head space depending on the viscosity of the product. This also varies greatly with the temperature of the product. Please ensure that you test the packaging for appropriate capacity with your filler at the right temperature and using the machines that are intended for production.
5. Chemical reactions between the packaging and contents
All packaging must be tested against chemical reactions. Different chemical compounds with varying concentration will have varying effects on the packaging. There is no substitute to testing the packaging against your intended use over time as some concentrations of common chemicals used, attack common plastic used in our packaging. Discoloration of product, rust and distortion of packaging could occur.
Common failures of dispensing closures are well known.
a. Oil based ingredients do not usually work well with mist sprays. At times this might not be evident until several weeks have passed. The failure can be manifested by leaking, failure to mist with the spray and dispensing without depressing the actuator. Whilst some of these issues can be overcome with a high density gasket mist spray, some are not easily overcome.
b. Liquids with particulates (solids) do not mist spray well.
c. High viscosity liquid with low surface tension such as gels and pastes do not work well with lotion or liquid pumps.
d. Air bubbles in the fill can cause airless pumps to stop working.
- Before use: Customers should always refer to the ingredients label as affixed to each product OR the Material Safety Data Sheet / Specification Sheet which are current at the time of supply of the product.
- The information and materials provided is for educational purposes only. Individuals receiving this information must utilize their independent judgment in determining its appropriateness for a particular purpose or use.
- As the ordinary or otherwise use(s) of products is outside the control of Trulux Pty Ltd., no representation or warranty, expressed or implied, is made as to the effect(s) of such use(s), (including damage or injury), or the results obtained. Trulux Pty Ltd expressly disclaims responsibility as to the ordinary or otherwise use(s). Furthermore, nothing contained herein should be considered as a recommendation by Trulux Pty Ltd as to the fitness for any use. The liability of Trulux Pty Ltd is limited to the value of the goods and does not include any consequential losses.
- Trulux Pty Ltd shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.
- Trulux Pty Ltd shall not be responsible for any damages resulting from use of or reliance upon this information.
- The user of the product is solely responsible for compliance with all laws and regulations applying to the use of the products, including intellectual property rights of third parties.
- The products contained in this website are represented in as true a manner, as photographic processes and printing will allow. The images contained in this website are for illustrative purposes only. If you have any questions with regard to how products are packaged or labelled, please contact Trulux.
Note: All our images are graphically designed, and may not be as accurately as our photos on the website representing the final packaging designated for delivery. However we will endeavour to do our best to be as Accurate as possible.
- As the availability of ingredients and raw materials is not always certain whether due to changes in nature or otherwise, Trulux Pty Ltd reserves the right to substitute alternate ingredients/raw materials in the manufacture of its products and bases in order to maintain supply to its customers.
- Trulux Pty Ltd is a wholesaler of natural and synthetic skin care products and raw materials. If you intend to re-label our products under your own name/ brand for the purpose of on-selling or retailing, we strongly recommend that you keep up to date with constant changing labelling laws. Please visit www.accc.gov.au or www.nicnas.gov.au . Trulux Pty Ltd cannot be held responsible for consequential loss/ product recall due to incorrect labelling.
- Note: Individuals receiving any information contained in this website must utilize their independent judgment in determining its appropriateness for a particular purpose or use. As with any manufacturing process, Trulux Pty Ltd encourages small batch, lab-scale manufacturing for evaluation purposes prior to full commercial manufacturing.
TRULUX CHEMICAL DISCLAIMER
PRODUCT USAGE: THIS PRODUCT IS INTENDED AS A RESEARCH CHEMICAL ONLY. This designation allows the use of research chemicals strictly for in vitro testing and laboratory experimentation only.
All product information available on this website is for educational purposes only. Bodily introduction of any kind into humans or animals is strictly forbidden by law.
This product should only be handled by licensed, qualified professionals.
This product is not a drug, food, or cosmetic and must not be misbranded, misused, or mislabelled as a drug, food or cosmetic.
RAW MATERIAL AND INGREDIENTS SALES (OFF LINE AND ONLINE)
Any price online is only a quote and subject to this term and conditions
This is a quotation setting out the proposed price at which the seller is prepared to supply products and services (as described in the quotation). It is not intended to create a legally binding contract.
a) Unless previously withdrawn, a quotation is valid for 14 days unless such other period is stated within. A quotation is not to be construed as an obligation to sell but merely an invitation to treat and no contractual relationship shall arise from it until the customer's order has been accepted in writing by the seller which provided the quotation.
b) No seller shall be bound by any conditions attaching to the customer order or acceptance of a quotation and, unless such conditions are expressly accepted by the seller in writing, the customer acknowledges such conditions are expressly negated.
Warranties The seller undertakes that the goods shall be of the quality and kind specified in its standard specification for goods of the description as supplied and no other warranty condition or representation on the part of the seller is given or implied by the seller. All statutory and other warranties conditions express or implied of any nature whatsoever including but without limiting the generality of the foregoing any warranties, conditions or presentations as to the state, quality or fitness of the goods for any purpose or the performance of the goods or any part thereof or the results that ought to be expected from using the goods are hereby expressly negative and excluded except where the Australian Consumer law or mandatory state legislation applies.
Any advice, recommendation, information, assistance or service provided by the seller in relation to goods or their use or application is given in good faith and is believed by the seller to be appropriate and reliable. However, any advice, recommendation, information, assistance, or service provided by the seller in relation to any goods is provided without liability or responsibility on the part of the seller.
a) The seller will make all reasonable efforts to have goods delivered to the customer on the date agreed between the parties as the delivery date, but the seller shall be under no liability whatsoever should delivery not be made on this date.
b) Notwithstanding that the seller may have delayed or failed to deliver the goods (or any of them) promptly, the customer shall be bound to accept delivery of goods.
c) Every intention will be made to ensure the date of delivery provided is accurate. However, the seller is not liable for any inaccuracies or delays in supply.
d) The lead time provided is valid from the date of the buyers purchase order.
e) All returns must occur within 14 business days of the date on which the customer receives delivery and the invoice and or delivery note number must be supplied to the seller at the point of return.
a) For deliveries within Australia, unless otherwise agreed in writing risk in the goods shall pass to the customer upon delivery to the customer or his agent or to a carrier commissioned by the customer.
b) For deliveries outside Australia, risk shall pass to the customer based on an EX-Works, unless such other INCOTERM is stated within.
The price charged shall be the price ruling at the date of delivery unless otherwise agreed in writing. Any price indications are subject to alteration. The seller reserves the right to adjust the price due to unforeseen costs caused by commodity price, freight, duty or foreign exchange variations.
7. FORCE MAJEURE
Deliveries may be totally or partially suspended by the seller during any period in which the seller may be prevented or hindered from delivering the seller's normal means of supply or delivery by "normal route “through any circumstances outside seller's reasonable control, including but not limited to strikes, lockouts, raw material shortages, shipping delays, accidents or breakdowns of plant or machinery. The seller shall not be liable to the customer in respect of any such suspension.
Variation of Terms Seller reserves the right to vary all or any of these terms to the customer. Clerical errors are subject to correction without notification.
9. CONCLUSION OF TRANSACTION
The agreement for sale is concluded only when goods are handed over to the designated carrier.
PRIVATE LABEL - TERMS AND CONDITIONS
1. APPLICATION OF THESE CONDITIONS
These conditions, subject to any variations we agree to in writing, apply to all supplies made by the Trulux specified in the invoice or the contract as the supplier to the entity specified in the invoice or the contract as the purchaser. These conditions, in their present form or as changed, pursuant to these conditions, invoices and Purchase Orders exchanged between the parties form the contract.
2. QUOTATIONS AND PURCHASE ORDERS
- 2.1 Any quotation given by Trulux lapses if not accepted by the Purchaser within 14 days of its date of issue.
3. DEVELOPMENT OF GOODS
Unless otherwise agreed between the parties, if the Purchaser requires research and development or any improvements in respect of the Goods, it will be liable for the costs relating to such research, development and improvements.
4. TERMS OF PAYMENT
Terms of payment are 50% deposit with order and 50% on dispatch,
5. DEFAULT AND TERMINATION
If the Purchaser defaults in the second payment, the Purchaser is in material breach of the Contract, then Trulux may terminate the Contract or any Purchase Order immediately and may recover from the Purchaser, at a minimum, reasonable compensation for materials purchased and ordered, and labour expended in complying with the Purchase Orders.
6. DELIVERY AND RISK
- 6.1 While Trulux will use all reasonable endeavours to deliver by the date specified in the Purchase Order, it does not unless otherwise agreed in writing guarantee delivery on that date and is not liable for any Loss resulting from late or early delivery. Delivery of the Goods shall be effected when the Goods are unloaded from the delivery vehicle or placed on the Purchaser’s or the Purchaser’s agent’s nominated carrier. If no date for delivery has been specified, then the Goods shall be supplied to the Purchaser and the Purchaser shall receive the Goods as soon as practicable after the Purchase Order has been accepted by Trulux and the Goods have been manufactured.
- 6.2 Risk in the Goods passes to the Purchaser at the time of delivery. Delivery to the Purchaser is deemed to occur at the time of delivery to the Purchaser, its agent or carrier. The Purchaser is responsible for inspecting the Goods upon delivery and any damage or fault must be identified and noted at such inspection and notified to Trulux within 14 days of delivery of the Goods in order to make any claim under clause 21 of these conditions.
7. PASSING OF PROPERTY
- 7.1 Trulux rights under this clause 4 secure:
- a) Trulux right to receive the price of all Goods sold under this Contract;
- 7.2 The Purchaser agrees that legal title and property in the Goods is retained by Trulux until payment is received in cleared funds from the Purchaser of all sums owing to Trulux, whether under the Contract or otherwise.
Any request by the Purchaser for cancellation of a Purchase Order must be in writing and may be delivered by post, hand delivery or email. The Purchaser is liable to reimburse Trulux for the costs it has incurred for research, development, labour and materials in developing the Goods and fulfilling the Purchase Order up to the date the request for cancellation is received and acknowledged by Trulux.
9. FORCE MAJEURE
- 9.1 Neither party is liable for any Loss incurred by the other party as a result of any delay or failure to observe any of these conditions (other than an obligation to pay money) as a result of any circumstance beyond the party’s control, including but not limited to any strike, lock-out, labour dispute, act of God, fire, flood, accidental or malicious damage or breakdown in machinery. The party affected must notify the other party as soon as possible of such circumstance.
- 9.2 During the continuance of such circumstance the obligations of the party affected, to the extent they are affected by the circumstance, are suspended and resume as soon as possible after the circumstance has ceased to have effect.
10. TRULUX LIABILITY
- 10.1 Nothing in these conditions is to be interpreted as having the effect of excluding, restricting or modifying any statutory guarantee, condition or warranty, or right or liability implied by any applicable legislation into the Contract, if such exclusion, restriction or modification would be void or prohibited by the legislation.
- 10.2 To the extent that Trulux breaches any statutory guarantee, condition or warranty implied into the Contract and which cannot be excluded or modified, Trulux liability is limited to, at Trulux discretion:
- a) in the case of Goods:
- i.) replacement of the Goods or supply of equivalent Goods;
- ii.) payment of the cost of replacing the Goods or acquiring equivalent Goods;
- iii.) repair of the Goods; or
- iv.) payment of the cost of having the Goods repaired; or
- b) in the case of services, to:
- i.) supply of the services again; or
- ii.) Payment of the cost of having the services supplied again.
- a) in the case of Goods:
- 10.3 Subject to (a) and (b) above, Trulux is not liable to the Purchaser (or to any third party claiming through the Purchaser) for any Loss caused by any act or omission of Trulux, its employees or agent, and whether based on negligence, tort, contract or otherwise. Under no circumstances shall Trulux be liable for indirect or consequential losses.
- 10.4 To the extent permitted by law, the Purchaser will be deemed to be the manufacturer of the Goods and the Purchaser indemnifies Trulux for all Loss arising from any claim (including third party claims) associated with the Goods except to the extent that the claim arises from a failure by Trulux to supply the Goods in accordance with the specifications.
- 10.5 Where the Goods are to be manufactured in accordance with the Purchaser’s specifications, the Purchaser warrants the accuracy of those specifications and that Trulux will not be liable for any claim (including third party claims) in connection with those Goods to the extent they are supplied in accordance with the specifications.
- 10.6 For the avoidance of doubt, Trulux will not be liable for:
- a) any damage to any of the Purchaser’s property (including any raw materials provided by the Purchaser) that occurs on Trulux premises except to the extent that such damage is caused directly as a result of Trulux negligence; and
- b) Any Loss due to the use of raw materials, equipment, services, other parts or components of the Goods and any other items supplied by the Purchaser or the Purchaser’s designated suppliers, and the Purchaser will indemnify Trulux for all such Loss suffered or incurred by Trulux.
11. COMPLIANCE WITH LAWS AND STANDARDS
Unless otherwise agreed, the Purchaser must comply with all laws and standards relating or applicable to the Goods.
12. ARTWORK, PRINTING PLATES, DIES AND TOOLS – (IF APPLICABLE)
- 12.1 All works produced by Trulux and any intellectual property in and to such works, remain the exclusive property of Trulux unless otherwise agreed in writing, and Trulux may charge the Purchaser for maintenance of such works. Where the Purchaser supplies a mold, die, tool, printing plate or any other item used in the manufacturing process:
- a) Trulux shall not be liable for any loss or damage of any such item; and
- b) The Purchaser shall reimburse Trulux for all maintenance expenses.
- 12.2 Trulux will exercise reasonable care in printing the Australian Product Number (“APN”) symbol but does not guarantee the accuracy or scanability of APN symbols. Trulux liability for manufacturing defects in APN symbols is limited to, at Trulux discretion, replacement of the packaging bearing the defective symbol or rectification of the symbol, with the manner of rectification at Trulux discretion.
13. INTELLECTUAL PROPERTY
Any technical information, formulations, knowledge or processing methods at any time transmitted either orally or in writing by Trulux to the Purchaser shall remain the property of Trulux and shall be considered absolutely confidential by the Purchaser who shall not use them for any purpose nor sell, transfer or divulge them in any manner to anyone without the prior written consent of Trulux.
The Purchaser warrants that the use by Trulux of any instructions, formulations, specifications or designs supplied by the Purchaser will not infringe the patents, trademarks, designs or copyright (”intellectual property”) of any other person and the Purchaser agrees to indemnify Trulux against any claim relating to or arising from the infringement of any intellectual property of any other person. If at any time a claim is made against Trulux or Trulux becomes aware that a claim is likely to be made against Trulux for infringing any intellectual property or contributing to any such infringement by Trulux or any other person as a result of supplying Goods, Trulux may immediately terminate or suspend this Contract.
14. QUANTITY AND QUALITY TOLERANCES
Where the Purchaser supplies specifications to Trulux, any Goods not varying in the specification stipulated by the Purchaser by more than the established industry tolerance must be accepted by the Purchaser as complying with the Contract and in the absence of any established industry tolerance, a reasonable tolerance must be allowed by the Purchaser.
15. PRICE VARIATION
- 15.1 The price quoted by Trulux is unless otherwise agreed in writing subject to variation at any time prior to the date of acceptance of the Purchase Order upon written notice to the Purchaser. Without limitation, if the cost of wages, materials or any other supply or input to Trulux increases after the date of any written price and/or price list and before delivery of the Goods or completion of the work specified in the Purchase Order, Trulux may subject to other agreed pricing mechanisms add a fair and reasonable amount to the price quoted to cover the increase and the Purchaser must pay the price as varied.
- 15.2 Any addition or change to the specifications of the Goods must be agreed in writing by both Trulux and the Purchaser and may result in a price variation in accordance with paragraph 13.1.
16. TAX AND DUTIES
The Purchaser is liable for all taxes (including GST), duties, levies and other government fees and charges in relation to the Goods. Unless specified otherwise, prices quoted do not include such taxes (including GST), duties, etc.
17. GOODS AND SERVICES TAX
- 17.1 If, and to the extent, any supply of the Goods under the Contract is a taxable supply within the meaning of the GST Law, the price for the Goods will be increased to include GST payable by Trulux in respect of the supply.
- 17.2 All rebates, discounts or other reductions in price will be calculated on the GST exclusive price.
- 17.3 The parties agree that:
- a) the parties must be registered persons within the meaning of the GST Law;
- b) Trulux must provide tax invoices and if applicable adjustment notes to the Purchaser in the form prescribed by or for the purposes of the GST Law; and
- c) Costs required to be reimbursed or indemnified excludes any amount that represents GST for which an input tax credit within the meaning of the GST Law can be claimed.
Any claim by the Purchaser arising out of the Contract must be made in writing and may be delivered by post, hand delivery, or email as soon as practicable after discovery by the Purchaser of the problem and in any event no later than 14 days after delivery of the Goods. To the extent Trulux can identify the Goods and the date of manufacture, the Purchaser must supply a sample and information, if requested. Trulux has the right at any time within 14 days after receipt of the claim to inspect the relevant Goods. If the Purchaser disposes of any of the Goods within the 14 day period, except with the written consent of Trulux, all claims in respect of the Goods disposed of are deemed to have been waived by the Purchaser.
Unless required by law or otherwise agreed, the Purchaser must keep confidential all information it receives from Trulux which relates to the Goods, Trulux business or any services Trulux provides and any of Trulux intellectual property (including without limitation any formulations), other products or processes except to the extent that information is in the public domain.
Unless otherwise instructed by the Purchaser in writing or included in a written quotation or price list by Trulux, insurance cover for the Goods in transit will not be arranged by Trulux. Instructions for insurance cover will only be accepted in writing at the time the Goods are ordered. Trulux is not obliged to give the Purchaser a notice referred to in Section 35(3), Sale of Goods Act 1923 (NSW) (or any equivalent legislation).
If the Purchaser requests delivery by means other than the means normally used by Trulux, then the Purchaser must pay all additional costs associated with the means chosen. If, within 2 weeks after the Goods are available for dispatch, Trulux is unable or finds it impractical to transport the Goods by the means chosen, Trulux may transport the Goods by any means it considers suitable and will advise the Purchaser accordingly.
22. OTHER DELIVERY PROVISIONS
- 22.1 Delivery may be made in one or more lots and at different times and by separate deliveries or shipments. Each lot must be accepted and paid for, notwithstanding any late delivery or non-delivery of any other lot. If Trulux allows the Purchaser to nominate a delivery date, such date may not be more than 14 days after the expected date of manufacture of the Goods, as advised by Trulux to the Purchaser.
- 22.2 The quantity of Goods delivered by Trulux under a Purchase Order can vary by up to 10% of the quantity specified by the Purchaser in the Purchase Order, provided the Purchase Order satisfies any minimum order quantity specified by Trulux.
- 22.3 If the Purchaser is unable or unwilling to accept delivery on or before the nominated delivery date, or if no delivery date is nominated and the Purchaser is unable to accept delivery when Trulux gives notice that the Goods are available for delivery, then Trulux will hold the Goods in stock for 14 days after which time it may, at its discretion:
- a) continue to hold the Goods and charge the Purchaser for storage;
- b) invoice the Purchaser and deliver the Goods in accordance with prior arrangements, notwithstanding that the Purchaser’s representative or agent is not present or is unwilling to accept the Goods; or
- c) treat the Contract as having been repudiated by the Purchaser and invoice the Purchaser for the full Contract price for the Goods and any other costs incurred by Trulux less any amounts received by Trulux from a bona fide sale of the Goods to a third party.
- 22.4 Trulux will deliver the Goods to the Purchaser’s nominated store. The Purchaser must unload the Goods at the Purchaser’s risk.
Trulux retains the right of possession of any pallets used for delivery of the Goods, and the Purchaser agrees to indemnify Trulux in relation to the hire and replacement costs of any pallets not returned in good order and condition to Trulux within 28 days of delivery of the Goods, unless otherwise agreed in writing by Trulux.
24. ASSIGNMENT AND NOVATION
The Purchaser must not assign or novate the Contract or otherwise deal with the benefit of it or a right under it, or purport to do so, without the prior written consent of Trulux. A change in control of the Purchaser will be deemed an assignment for the purposes of this contract;
25. RELATIONSHIP OF THE PARTIES
Except as expressly provided in the Contract nothing in the Contract is intended to constitute a fiduciary relationship or an agency, partnership or trust; and no party has authority to bind any other party.
The Purchaser must comply with the Privacy Law with respect to any act done or practice engaged in by the Purchaser for the purposes of this Contract, including, without limitation, in relation to the collection, use disclosure, storage, destruction or de-identification of Personal Information. The Purchaser must also enter into a contractual arrangement to this effect with any subcontractor or third party to which it discloses Personal Information in connection with this Contract.
- 27.1 Any of these conditions may be varied in writing by Trulux unless otherwise agreed between the parties. Any variation to these conditions will only apply to Purchase Orders placed after the condition has been varied.
- 27.2 Trulux may set-off any amounts owed by it to the Purchaser under the Contract against amounts owed by Trulux to the Purchaser on any account whatsoever.
- 27.3 The waiver by Trulux of any provision, or breach of any provision, of the Contract is not to be construed as a waiver of any other provision or a breach of any other provision, or further breach of the same or any other provision of the Contract.
- 27.4 If any provision of the Contract is unenforceable or void either in whole or in part for any reason, then that provision (or part) is deemed to be deleted without in any way affecting the validity or enforceability of any other provision.
- 27.5 The Contract (including the details appearing on the Purchase Order) constitute the entire agreement between the Purchaser and Trulux and no modification is binding in relation to the Contract unless agreed to in writing by Trulux.
- 27.6 Any dispute arising out of the Contract is governed by the laws of the State or Territory of Australia where the Purchase Order was received by Trulux and the Purchaser submits to the jurisdiction of and agrees to be bound by the Federal Courts of Australia and of that State.
- 27.7 The following words have the following meanings in these conditions:
- a) “Contract” means the contract between the Purchaser and Trulux for the supply of the Goods, as described in clause 1;
- b) “Goods” means all goods and/or services ordered in the Purchase Order;
- c) “GST” has the same meaning as in the GST Law;
- d) “GST Law” means the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
- e) “Trulux” means the company identified in the invoice;
- f) “Loss” means any loss, liability, damage, expense or cost whatsoever and includes (without limitation) indirect or consequential loss or damage, loss of profits or business opportunity, and damage to equipment or property;
- g) “Personal Information” has the meaning set out in the Privacy Act 1988 (Cth).
- h) “PPSA” means the Personal Property Securities Act 2009 (Cth);
- i) “Privacy Law” means the Privacy Act 1988, including (without limitation) the 13 Australian Privacy Principles (APPs) in the Privacy Act 1988 (Cth) and all relevant Australian privacy laws, including the Health Privacy Principles under state legislation (e.g. those contained in the Health Records Act 2001 (Vic) or the privacy provisions contained in Part 2 of the Health Records (privacy and Access) Act 1997 (ACT)), the Privacy Regulations 2014 and the Privacy (Credit Reporting) Code.
- j) “Purchase Order” means a purchase order issued by the Purchaser to Trulux;
- k) “Purchaser” means the person (including its successors, personal representatives and permitted assigns) who acquires the Goods from Trulux, and where this consists of more than 1 person the obligations in the Contract are deemed to be joint and several; and
- l) “Related Bodies Corporate” has the meaning given to it in the Corporations Act 2001 (Cth).
- Is governed by the law of the State of New South Wales and each of the parties irrevocably submits to the nonexclusive jurisdiction of the State of New South Wales.
- May not be modified, amended, added to or otherwise varied except by a document in writing executed by all of the parties.
- Shall ensure for the benefit of and be binding upon the parties hereto and their respective successors and assigns.
- May not be assigned by any party without the prior written consent of all of the parties.
- May be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and
- Constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and extinguishes all prior agreements or deeds and understandings between the parties.
Unless expressed in writing to the Customer, failure or delay by Trulux in exercising any right, power or privilege available to it will not operate as a waiver thereof nor will the exercise by Trulux of any other right, power or privilege prevent it from exercising any other rights, powers or privileges available to it.
Effective Date: 1 January 2019