Conditions de vente

1. Application

(a) These Terms of Sale govern the purchase of Goods from NEOZ. By placing an Order, the Customer accepts and agrees to be bound by these Terms of Sale.

(b) NEOZ may amend these Terms of Sale by substitution on the Website and the amended Terms of Sale will apply to subsequent Orders.

2. Orders

(a) The Customer:

  • (i) must ensure that the information provided in respect of an Order is accurate and complete; and
  • (ii) acknowledges that NEOZ is not liable to the Customer for any Loss or delay caused by any such information being inaccurate or incomplete.

(b) NEOZ may refuse to supply Goods to any person in its absolute discretion, including where an Order has not been accepted, the Customer has failed to pay any amount under these Terms of Sale or the Order exceeds any agreed credit limit.

(c) The Customer acknowledges and agrees that:

  • (i) if NEOZ agrees to cancel an Order placed by the Customer, the Customer must pay to NEOZ an amount notified by NEOZ in respect of storage and administration, and a fee in respect of re-stocking in the amount of 30% of the total value of the Order;
  • (ii) custom or bespoke Orders are non-refundable; and
  • (iii) for Goods that NEOZ has agreed may be collected from NEOZ's premises, where such Goods are uncollected, NEOZ may in its discretion dispose of or sell the Goods to any third party.

3. Price

(a) Prices for Goods, and any applicable shipping costs, are as specified on the Website as at the date of the Order or in the relevant Quotation, as applicable.

(b) The Customer agrees that any price specified in a Quotation is valid for a period specified in the Quotation or, if no such period is specified, for 30 days after the date of the Quotation.

(c) Unless otherwise stated, all prices:

  • (i) are in Australian dollars; and
  • (ii) exclude GST and any other applicable charges, duties or tariffs.

4. Additional fees

(a) The Customer acknowledges and agrees that NEOZ may charge the Customer additional amounts in respect of an Order, calculated in accordance with the following table:

Additional fee Amount (exclusive of GST)
Ex-works administrative fee, for freight forwarder liaison, coordination of forwarder collection, and shipment readiness confirmation and tracking assistance $250 per Order
Delivered duty paid administrative fee, for administrative handling of DDP freight arrangements, coordination with freight and customs agents, and dispatch follow-up and documentation management $250 per Order
Compliance labelling fee, for labelling to comply with customs clearance requirements in countries with relevant compliance labelling requirements $125 per Order (up to 50 lamps); $200 per Order (51-100 lamps); $300 per Order (101-200 lamps); and POA for Orders exceeding 200 lamps
Urgent deadline Order fee, for supply of Goods on an expedited production and prioritised dispatch, and with a reduction of standard production lead times of approximately 3-7 Business Days $1,000 per Order (up to 100 lamps); and POA for Orders exceeding 100 lamps

5. Payment

(a) The Customer must pay the price for Goods, and all other applicable fees and charges, in accordance with the payment terms:

  • (i) specified on the Website as part of the checkout process; and
  • (ii) if applicable, specified on the Invoice.

(b) The Customer agrees that NEOZ will not commence production of any Goods until it receives payment for the Goods.

(c) The Customer is responsible for all bank charges, intermediary fees, currency conversion fees, and exchange rate differences that may apply to any payment under these Terms of Sale.

(d) The Customer must not withhold, delay, or set off any payment under these Terms of Sale against any claim or dispute under these Terms of Sale or otherwise.

6. Delivery

6.1 Dispatch

(a) NEOZ will endeavour to dispatch Goods within 17 Business Days after the date of the relevant Order, unless otherwise agreed in writing by NEOZ.

(b) NEOZ makes no representation that it will deliver any Goods within any stated period, and NEOZ is not liable to the Customer for delayed delivery of any Goods.

(c) NEOZ reserves the right to dispatch any Goods as partial shipments when production is complete, and may charge the Customer additional delivery or administrative fees in respect of any such partial shipment.

(d) If NEOZ is unable to deliver any Goods because of an act or omission of the Customer, the Customer will be responsible for NEOZ's related costs, including any storage, return freight or re-delivery costs.

6.2 Shipping method

(a) NEOZ will ship Goods to the Customer via:

  • (i) the shipping method determined by NEOZ in its absolute discretion; or
  • (ii) any shipping method agreed in writing between NEOZ and the Customer and specified on the relevant Invoice.

6.3 Other delivery terms

(a) Where agreed in writing between NEOZ and the Customer in respect of an Order, delivery of the Goods to the Customer may be made in accordance with an agreed Incoterm.

6.4 International Orders

(a) In respect of Goods to be supplied to a Customer located outside Australia, the Customer acknowledges and agrees that it is solely responsible for, and NEOZ has no liability to the Customer in respect of, ensuring that Goods supplied to the Customer by NEOZ may be legally imported into the relevant country, and for compliance with all relevant requirements including as to:

  • (i) import permits and approvals;
  • (ii) customs clearance requirements;
  • (iii) local regulatory and compliance obligations; and
  • (iv) payment of duties, tariffs and taxes.

(b) NEOZ may in its discretion agree to assist the Customer to obtain a Certificate of Origin or Certificate of Conformity in respect of Goods, in which case the Customer must pay the following fees (exclusive of GST) to NEOZ:

  • (i) for a Certificate of Origin: $125, and the Customer must allow 3-4 Business Days for completion; and
  • (ii) for a Certificate of Conformity: $880, and the Customer must allow 1-4 weeks for completion prior to dispatch.

(c) Notwithstanding anything in these Terms of Sale to the contrary, in respect of deliveries to Customers in the following countries, NEOZ will only offer delivery on an Ex-Works basis: Algeria; Benin; Cameroon; Ghana; Kenya; Mozambique; Nigeria; Zimbabwe; Aruba; Belize; Bermuda; Bolivia; Brazil; Chile; Colombia; Ecuador; El Salvador; Honduras; Mexico; Venezuela; Azerbaijan; Bangladesh; Bhutan; India; Indonesia; Marshal Islands; Pakistan; Turkey; Saudi Arabia; Iraq; and Botswana.

(d) In respect of Orders to be delivered to Customers in the European Union or United Kingdom, the Customer acknowledges and agrees that:

  • (i) an Economic Operator Registration and Identification (EORI) number may be required by customs authorities; and
  • (ii) the Customer must provide this information to NEOZ at the time of the relevant Order.

(e) For all international shipments, the Customer acknowledges and agrees:

  • (i) to monitor its email and phone number during the customs clearance period;
  • (ii) to respond promptly to any requests received from customs authorities or their nominated agent;
  • (iii) that, if customs authorities are unable to contact the Customer, or if requested information is not provided within the required timeframe, shipments may be delayed, refused entry, or returned to NEOZ, in which case the Customer is responsible for any additional costs associated with the return, re-importation, storage, and subsequent re-delivery of the Order; and
  • (iv) that the Customer is responsible for any costs arising from customs re-classification, reassessment, or valuation disputes.

7. Storage of Goods

(a) NEOZ may agree with the Customer in writing to store any completed Goods prior to dispatch to the Customer.

(b) In respect of any Goods referred to in clause 7(a), the Customer acknowledges and agrees that:

  • (i) the following storage fees (exclusive of GST) will apply: for Orders of up to 100 lamps: $800 per month, plus $250 per charging station per month; and for Orders exceeding 100 lamps: fees as notified in writing by NEOZ;
  • (ii) the following storage administration fees (exclusive of GST) will apply: $600 on commencement of storage; and $600 on completion of storage;
  • (iii) while NEOZ will take reasonable care to protect the Goods, the Goods are stored at the Customer's risk, and NEOZ does not guarantee that the Goods will not be damaged or lost while in storage;
  • (iv) NEOZ will not insure the Goods against damage or loss, but may agree to assist the Customer to obtain such insurance on request by the Customer and at the Customer's cost;
  • (v) the Customer may request NEOZ to complete storage and dispatch the Order by providing NEOZ with at least 15 Business Days' notice;
  • (vi) NEOZ is not required to dispatch any Order until all outstanding storage, administration, and related fees are paid in full; and
  • (vii) NEOZ is not required to dispatch any Orders intended for joint delivery or collection unless indicated on the Order and agreed to in writing by NEOZ.

(c) For the avoidance of doubt, NEOZ is not obliged to store any Goods while another Order of the Customer is pending unless agreed in writing under clause 7(a).

8. Title and risk

(a) Title in Goods passes to the Customer when the price of the Goods is paid in full.

(b) Subject to clause 7(b)(iii), risk in Goods passes to the Customer on delivery to the Customer.

9. Support

(a) For support in respect of Goods supplied under these Terms of Sale, the Customer may:

  • (i) refer to NEOZ's help centre (at https://help.neoz.com) for guidance on operation, care, and troubleshooting in respect of Goods;
  • (ii) refer to NEOZ's user guides (at https://www.neoz.com/pages/user-guides);
  • (iii) contact NEOZ's service team at +61 2 9810 5520 or service@neoz.com.au; or
  • (iv) in relation to Goods purchased from a NEOZ reseller, contact the relevant reseller directly.

10. Spare parts and accessories

(a) For spare parts and accessories in respect of Goods supplied under these Terms of Sale, the Customer may:

(b) To the extent permitted by law, NEOZ makes no warranties as to the availability of spare parts or accessories in respect of any Goods.

11. No resale

(a) The Customer acknowledges and agrees that:

  • (i) all Goods supplied by NEOZ to the Customer are intended for the original purchaser's use only;
  • (ii) the Customer must not resell, redistribute or otherwise transfer for purposes without NEOZ's prior written approval; and
  • (iii) if the Customer breaches this clause 11(a), NEOZ may take action against the Customer or refuse to supply the Customer with any NEOZ products in future.

12. Promotions

(a) The Customer agrees that, in respect of any promotion, the terms and conditions for the Customer's participation will be set out on the Website at https://www.neoz.com/pages/terms-conditions-promotions and the Customer agrees to be bound by such terms and conditions.

13. Intellectual Property

(a) The Customer acknowledges and agrees that:

  • (i) all trade marks, names and logos appearing on the Website or any other NEOZ materials, are owned by or licensed to NEOZ;
  • (ii) the use or misuse of such trade marks, names or logos, or any other content on the Website, is strictly prohibited; and
  • (iii) all designs, drawings, specifications, and Intellectual Property provided or made available to the Customer by NEOZ remain the property of NEOZ and may not be reproduced or shared without NEOZ's prior written consent.

14. Returns policy

(a) NEOZ's returns policy applies to the supply of Goods by NEOZ to the Customer under these Terms of Sale, and is available at https://www.neoz.com/pages/returns.

15. Warranties

(a) The warranties set out on NEOZ's warranty page (at https://www.neoz.com/pages/warranty) apply to the supply of Goods by NEOZ to the Customer under these Terms of Sale.

16. Limitations of liability

(a) If statutory consumer guarantees or implied terms apply to the supply of Goods under these Terms of Sale, to the extent permitted by statute, NEOZ's liability for any such breach of those consumer guarantees or implied terms is limited to, at NEOZ's option, repair of the goods, provision of the goods again, or paying the cost of having the goods provided again.

(b) To the extent permissible by law, NEOZ's liability for consequential loss, including if caused or contributed by NEOZ's negligence, is excluded. Consequential loss includes, but is not limited to, loss of profit, loss of revenue, loss of production, loss or denial of opportunity, loss of access to markets, loss of goodwill, loss of business reputation, future reputation or publicity, damage to credit rating, loss of use and indirect loss.

17. Force Majeure

(a) The Customer agrees that NEOZ will not be liable for any delay or failure to perform its obligations due to events beyond its reasonable control, including but not limited to acts of God, war, strikes, labour shortages, supply chain disruption, transport delays, port congestion, customs delays, government actions, pandemics, or failure of third-party suppliers or carriers.

18. Definitions and interpretation

(a) Where commencing with a capital letter:

  • Business Day means a day that banks are open for business in New South Wales, other than a Saturday, Sunday or public holiday in New South Wales;
  • Customer means a person or entity who requests the supply of Goods from NEOZ;
  • Goods means the goods the subject of an Order to be supplied by NEOZ to the Customer;
  • GST means goods and services tax as defined in the GST Act, or any like tax in any jurisdiction;
  • GST Act means the A New Tax System (Goods and Services Tax) Act 1999;
  • Intellectual Property means all patents, trade marks, designs, EL rights, copyright, know-how and trade secrets (whether registered or not) as well as any application for registration of any of the foregoing;
  • Invoice means an invoice issued by NEOZ to the Customer in respect of the supply of Goods;
  • Loss means any loss, damages, injury, cost, expense or liability (including all legal costs, whether incurred or awarded);
  • NEOZ means NEOZ Pty Ltd ACN 003 228 699, its successors and assigns;
  • Order means an order by the Customer for the supply of Goods by NEOZ, whether placed via the Website, in response to a Quotation or otherwise;
  • Quotation means a quotation for the supply of Goods issued by NEOZ to the Customer; and
  • Website means the NEOZ website at https://www.neoz.com/.

(b) Where a word or phrase is given a defined meaning, another grammatical form of that word or phrase has a corresponding meaning.

(c) Unless the context otherwise requires a word that denotes:

  • (i) the singular denotes the plural and vice versa; and
  • (ii) a person includes an individual, a body corporate, an unincorporated entity and a government.

(d) In these Terms of Sale:

  • (i) a reference to a party includes the executors, administrators and successors of the party; and
  • (ii) "including" and its other grammatical forms are not words of limitation.

19. General

(a) Each of the agreements of the parties under these Terms of Sale is severable from the others and the severance of one agreement does not affect the other agreements.

(b) No waiver by NEOZ under these Terms of Sale is binding on it unless it is in writing and signed by NEOZ. A waiver is not a waiver of any other right.

(c) These Terms of Sale are governed by and must be construed in accordance with the laws of New South Wales. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and all courts that have jurisdiction to hear appeals from those courts and waives any right to object to proceedings being brought in those courts for any reason.