Terms of Trade


1.              These Terms of Trade form a contract which applies to every sale by Lightly Pty Ltd ABN 45 603 263 225 (Lightly) to you (Customer).

2.              In order to streamline our affairs and give both of the parties certainty about the terms and conditions that apply to their dealings, the parties agree that these Terms of Trade and the orders to which they apply constitute the entire agreement between the parties with respect to the subject matter of these Terms of Trade and the orders, and supersede all prior agreements, understandings and communications (whether oral or written) between the parties. Without limiting the foregoing, these Terms of Trade prevail over, and to the exclusion of, any terms and conditions put forward at anytime (and whether contained on or referred to in any purchase orders, requests for tender, collection manifests, statements, attachments to orders or schedules or otherwise) by the Customer or any of its customers or subcontractors. Additionally, these Terms of Trade will apply even if they are not expressly referred to in an order placed by the Customer or an acceptance, invoice, delivery note, or similar document issued by Lightly.


3.              All quotes are valid for 30 days from date of quote.

4.              Orders over $2,000 (excluding GST) require a 50% deposit to proceed, with the balance paid prior to shipment.

5.              Orders under $2,000 (excluding GST) must be paid in full prior to production.

6.              All invoices are payable in full prior to shipment or collection.

7.              Unless prior agreement otherwise has been made with Lightly, payment is to be made strictly 30 days from the date of invoice. Unless the Customer has notified Lightly of a bona fide claim in respect of the goods before the due date for payment of those goods, all payments must be made in full free and clear from any set-off, retention, deduction or withholding. If payment is made by way of a credit card, Lightly reserves the right to impose a credit card handling fee or surcharge at a rate permitted by law and as determined by Lightly from time to time.

8.              If payment is not made in full by the due date, then Lightly will be entitled to charge interest on money due but not paid, at the rate applying under the Penalty Interest Rates Act 1983 (Vic) calculated and compounded on daily balances commencing from the date payment is due until the date payment is made in full.

9.              Lightly is not obliged to deliver and/or process any order and/or deliver goods to the Customer whilst any payment due from the Customer to Lightly on any account is in arrears. The Customer will have no claim against Lightly for any delay or other consequences arising from the application of this provision. All payments received by Lightly from the Customer will first be applied towards accrued interest (if any), then reasonable costs and expenses (if any), then reasonable enforcement costs (if any) and the balance must then be applied towards the oldest outstanding purchase price payable. The foregoing sentence applies despite any principle or presumption of the law to the contrary or any direction given by any person at the time of payment or receipt and without the need for Lightly to communicate its election to any person.

10.           By accepting any of our quotes or otherwise ordering any goods from us, you are confirming your agreement to all of these Terms of Trade.

11.           All prices are exclusive of goods and services and any other applicable taxes. An additional amount in respect of these taxes will be added to the quoted price.

12.           Any quote provided by Lightly to the Customer is an invitation to treat only and is subject to the Customer offering to purchase goods or services from Lightly. The parties agree that any purchase order from the Customer will be deemed to be subject to these Terms of Trade even if they are not expressly referred to in the purchase order or quote. Lightly may accept or reject any orders submitted by the Customer. A binding contract of sale for the particular goods or services arises once the relevant order is accepted by Lightly and Lightly has confirmed its acceptance to the Customer in writing, issues an invoice for the goods or services or otherwise provides the Customer with the relevant goods or services. It is the Customer’s responsibility to provide Lightly with its specific requirements in relation to the goods and services it requires.

13.           Freight is additional. It will be estimated at the time of order and is subject to change once packed and weighed.

14.           If the freight company cannot deliver, the Customer will be solely responsible for any re-delivery fees.

15.           If Lightly specifies or accepts a delivery time for goods, then such time shall be non-binding and approximate only especially if the goods are not in stock or a manufacturing lead time applies. Time shall not be of the essence. If the Customer does not notify shortages, damages or other discrepancies within a reasonable time of delivery or collection of the goods (and in any event before using or on-selling the goods), the goods will be deemed to have been in good condition and in accordance with the order and these Terms of Trade at the time of their delivery unless the Customer can prove otherwise.

16.           Goods cannot be returned for ‘change of mind’ unless we agree. If we agree to a return, we may insist upon payment of a restocking and handling fee.

17.           Orders may only be cancelled with our written consent.

18.           Goods made to special order, i.e indent or custom, cannot be returned or credited unless we are required by law to do so.

19.           Due to the handcrafted nature of the process of our pieces, slight differences and imperfections may occur in the craft. You acknowledge that this does not constitute a defect. These goods are individually hand made, and no two are the same. Samples provided are indicative only.

20. We produce small batches on design, and production may vary from batch to batch at times, as that is the nature of our handmade artisan craft. Please read a little more about our production here: https://www.lightly.com.au/faq/

21.           Logos, photos, brochures, posters, advertisements, samples, display boards and any other marketing collateral are resources supplied by Lightly to help assist the Customer in promoting the goods. They must be used solely in accordance with any advertising and promotional guidelines issued by Lightly from time to time. They are not to be used, applied, copied or duplicated for re-distribution without written notification and consent by Lightly. The Customer must immediately cease using and must, if requested, promptly return to Lightly, all logos, photos, brochures, posters, advertisements, display boards and any other marketing collateral upon termination of these Terms of Trade or if otherwise directed by Lightly to do so.


22.           Lightly’s goods (including their associated manuals, guidelines, specifications and drawings) incorporate its copyright, patents, designs and trademark rights which remain Lightly’s absolute property. The Customer acknowledges that it has no proprietary right or interest in the intellectual property relating to any of the goods (including their associated manuals, guidelines, specifications, and drawings).

23.           The Customer must not attempt to register or record any of the intellectual property in respect of the goods or any part thereof or any patents, inventions, trademarks, or designs derived from or substantially similar to the intellectual property in respect of the goods or aid or abet anyone else in doing so. The Customer must not copy, create, sell, manufacture, reverse engineer, publish or process any goods using or taking advantage of the intellectual property in respect of the goods. Any intellectual property related documents provided to the Customer by Lightly must be returned to Lightly on demand and must not be copied or communicated to any third party without the express written consent of Lightly.


24.           Unless it is expressly set out in the official specification sheet published by Lightly for a particular good, the Customer acknowledges and agrees that it has not relied on any other service involving skill and judgement, or on any other advice, recommendation, information or assistance, provided by Lightly in relation to the goods or their use, installation or application.

25.           The Customer has the ultimate responsibility of satisfying itself that the goods are suitable for the use of the Customer or any contemplated use by the Customer or its customers, whether or not such use is known by Lightly. If any informal comments are provided by Lightly in relation to use, purpose, installation or application, such comments are merely general in nature and must not be relied on. Lightly does not hold itself out as having any special skills, expertise, knowledge in relation to such matters and hence it is not reasonable for the Customer to rely on Lightly in relation to such matters. Instead, the Customer must form (and solely rely upon) its own views and obtain its own independent advice as needs. The Customer must also ensure that it cares for and maintains the goods in accordance with all applicable instructions and guidelines issued or published by Lightly. The Customer must ensure that all instructions and guidelines are given to its customers and installers and that they are informed of the importance of complying with those instructions and guidelines.

26.           Any description of the goods provided in a quote or invoice is given by way of identification only.


27.           If the goods supplied by Lightly are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then  pursuant to section 64A of the Australian Consumer Law, Lightly’s liability for failure to comply with any of the guarantees referred to in that section is limited (at the election of Lightly) to one or more of the following in relation to those goods:

(a)            the replacement of the goods or the supply of equivalent goods.

(b)            the repair of the goods.

(c)            the payment of the cost of replacing the goods or of acquiring equivalent goods; and

(d)            the payment of the cost of having the goods repaired.


28.           All risk in goods purchased by the Customer passes to the Customer upon collection of the goods by or on behalf of the Customer from Lightly’ premises or upon despatch of the goods from Lightly’ premises to the Customer’s nominated delivery address (whichever occurs first).

29.           The Customer is solely responsible for all freight, delivery and transport charges and all associated tolls, taxes, duties, excises, customs fees, import/export fees and compliance, clearances, warehousing, levies and insurances, and all quarantine matters.


30.           Until full payment in cleared funds is received by Lightly for all goods supplied by it to the Customer, as well as all other amounts owing to Lightly by the Customer, the following clauses will apply.

31.           All title and property in all goods supplied remains vested in Lightly and does not pass to the Customer.

32.           The Customer must hold the goods as bailee and fiduciary for Lightly.

33.           The Customer must keep the goods separate from all other goods in a manner enabling them to be identified as goods supplied by Lightly and cross-referenced to particular invoices from Lightly and, without limiting the generality of the foregoing, must also maintain the identification details, serial numbers (if any) and marks as well as all packaging and labelling (including bar codes and other markings, if any) applied to the goods by Lightly.

34.           The Customer must allow Lightly and its representatives to inspect the goods during normal business hours on not less than 24 hours notice and, if any payment owing the Customer to Lightly is overdue, the Customer must, if demanded by Lightly, immediately return the goods to Lightly.

35.           The Customer must not sell, lease, dispose of, part with possession of, transfer or otherwise deal with the goods without the express prior written consent from Lightly until Lightly has been paid in full for those goods. For the avoidance of doubt, and notwithstanding anything to the contrary in these Terms of Trade, nothing in these Terms of Trade expressly or impliedly authorises the Customer to dispose of any goods in any manner until Lightly has been paid in full for those goods.

36.           If the Customer breaches any of the restrictions in the preceding paragraph, then without limiting or derogating from any of Lightly’ other rights, powers or remedies, the Customer must hold the proceeds arising or deriving (directly or indirectly) from any sale, lease, disposal, transfer of or other dealing with the goods on trust for Lightly and (before any of those proceeds are paid to any other creditors of the Customer or otherwise paid or applied by the Customer) the Customer must promptly account to Lightly out of those proceeds for any payments owing to Lightly. However, to the maximum extent possible, any breach by the Customer of the foregoing will not affect any of Lightly’s other rights, interests, powers or remedies with respect to those proceeds (including any rights or security interests arising under the PPSA). For the avoidance of doubt, Lightly’ security interests in the goods attach to their proceeds.

37.           Additionally, if contrary to these Terms of Trade, the Customer sells, leases or otherwise deals with any goods before Lightly has been paid in full for those goods and an account (as defined in the PPSA) arises or is derived as proceeds of those goods, the Customer must not transfer (whether by assignment (legal or equitable), factoring, receivables financing or otherwise) any of those accounts (or any interest therein) without the express prior written consent of Lightly until Lightly has been paid in full for the relevant goods. Failure to comply with the foregoing restrictions constitutes a breach of these Terms of Trade.

38.           To the maximum extent permitted by law, Lightly and its representatives may, on not less than 24 hours notice, enter any premises where it suspects the goods may be located and repossess and remove them, notwithstanding that they may have been attached to (or form an accession to) other goods not the property of Lightly, and for this purpose, the Customer irrevocably authorises Lightly, and its representatives to enter such premises (and to the extent that the premises are third party premises, the Customer must procure access for Lightly and its representatives) and also indemnifies Lightly and its representatives from and against all costs, claims, demands, liabilities and any actions by any person arising from such action.


39.           These Terms of Trade apply to every purchase of goods and services by or to the Customer from Lightly. By virtue of these Terms of Trade, security interests are created, arise, or are provided for. The security interests are interests in the goods supplied by Lightly to the Customer at anytime (including in the future) as well as security interests in their proceeds.

40.           The security interests in goods supplied secure payment of the purchase price for the goods as well as all other monies owing by the Customer to Lightly now and in the future.

41.           The Customer acknowledges and agrees that these Terms of Trade constitutes a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA). Additionally, for the purposes of the PPSA, the collateral is described as all goods supplied by Lightly at anytime (including in the future) to the Customer as well as all proceeds from such goods.

42.           The Customer must do all things necessary and execute all documents reasonably required to register the security interests and to ensure that Lightly has perfected security interests in the Products and their proceeds for the purposes of the PPSA.

43.           Pursuant to section 115 of the PPSA, the parties hereby contract out of the following provisions of the PPSA to the extent (if any) mentioned in section 115 of the PPSA: 95, 118, 120, 121(4), 125, 129, 130, 132(3)(d), 132(4), 135, 142 and 143. The Customer also hereby irrevocably waives its rights to receive notices under section 157 of the PPSA. Lightly and the Customer also agree for the purposes of section 275(6)(a) of the PPSA that neither of them will disclose information of the kind mentioned in section 275(1) of the PPSA. Nor will the Customer authorise the disclosure of any information of the kind mentioned in section 275(1) of the PPSA without prior written consent from Lightly.

44.           The rights, powers and remedies of Lightly under these Terms of Trade are in addition to any of its other rights, powers, and remedies, including its right to seize collateral in accordance with section 123 of the PPSA. The Customer must not at anytime assert any right or interest in the goods supplied (or any of their proceeds) in priority to any security interest held by Lightly in the goods supplied (or their proceeds).


45.           If a party (the defaulting party) materially breaches any of these Terms of Trade or has any execution levied against it or becomes bankrupt or insolvent or intends to enter into any composition or arrangement with its creditors or does any acts which would render it liable to be wound up or it has a winding up order made against it or it passes or attempts to pass a resolution for winding up or an administrator, liquidator or controller (as defined in the Corporations Act 2001 (Cth)) is appointed to it or in respect of the whole or any part of its property or undertaking, then, without prejudice to any other right or remedy available to the other party (whether under these Terms of Trade or otherwise):

(a)            the other party may by written notice to the defaulting party, immediately suspend or terminate (in whole or in part) these Terms of Trade and any order accepted but not yet fully performed;

(b)            whether or not such notice is given, payment for all goods supplied by Lightly and any other monies payable by the Customer shall immediately become due. If Lightly does not (at least initially) elect to terminate an order which has been accepted but not yet fully performed, all remaining payments in respect of that order will become immediately due and payable (i.e. require payment in full in advance);

(c)            Lightly may enter upon the premises where any delivered but not yet full paid for goods are situated and take possession of and remove the same and may, if the goods have been purchased by the Customer, resell the same and apply the proceeds in or towards payment of any monies owing by the Customer to Lightly; and

(d) If Lightly is the defaulting party and the Customer terminates these Terms of Trade (including any unfulfilled orders under them), Lightly must promptly repay to the Customer any deposits or other prepayments paid by the Customer to Lightly prior to the date of termination.

46.           All reasonable costs and expenses (including legal costs) of or incurred by the other party in connection with any enforcement action shall be payable by the defaulting party within 10 working days of demand.


47.           Lightly reserves the right to vary these Terms of Trade from time to time. Lightly must give the Customer notice of any material variation pursuant to this paragraph or must otherwise make the revised Terms of Trade publicly available on its website (with or without specifically notifying the Customer) or provide the revised terms (or a link to them) to the Customer prior to the placement of further orders. Variations will take effect from the date so notified or published on Lightly’ website. Variations will not apply retrospectively and will only apply to orders placed after the variation has taken effect. However, if a variation is required to comply with a legal requirement or is because of some change in law, then the variation can take effect immediately including in relation to any orders accepted and not yet fulfilled as at the time of the variation. Lightly would endeavour to give the Customer reasonable notice (at least 10 working days) if a variation of this type is to apply to an unfulfilled order. If a variation of this type applies to an unfulfilled order, then the Customer may decide to reject the variation by giving notice to that effect to Lightly before the variation takes effect. If no such rejection notice is given, then the variation will apply to the unfulfilled order. If a rejection notice is given, then either party may elect to terminate the relevant order within 10 working days following Lightly’s receipt of the rejection notice.

48.           Each party enters into these Terms of Trade and each order as independent contractors. The Customer is not an employee, agent, partner, or joint venturer of Lightly and the Customer has no right or authority to act, make representations or incur any obligations on behalf of Lightly.

49.           No failure or omission by a party to carry out or observe any of these Terms of Trade (except payment terms) will, except as provided to the contrary in these Terms of Trade, give rise to a claim against the party or be deemed to be a breach of these Terms of Trade to the extent that and for so long as such failure or omission arises from any event reasonably beyond the control of the party and which occurs without the fault or negligence on behalf of the party (Force Majeure Event). The affected party must promptly notify the other party of the occurrence of the Force Majeure event and take all reasonable steps to overcome or address the Force Majeure Event so as to resume normal performance of its obligations as soon as possible. If the affected party remains unable to properly perform its obligations under these Terms of Trade (other than payment obligations) for a continuous period of more than 3 months, then either party may elect to terminate these Terms of Trade or cancel all or any outstanding purchase orders.

50.           The Customer must not assign any of its rights under these Terms of Trade or any order without the prior written consent of Lightly. Lightly may assign or novate its rights and obligations under these Terms of Trade and any order to any of its related entities (as defined in the Corporations Act) or to a bona fide purchaser of the whole or a substantial part of its business. Lightly may also assign to any person any debts owing to it by the Customer. Lightly may do any of the foregoing things without the Customer’s consent.

51.           The rights, powers and remedies of the parties provided for by these Terms of Trade are in addition to and without prejudice to or derogation from any other rights, powers or remedies of the parties, whether under these Terms of Trade or otherwise.

52.           These Terms of Trade and the orders to which they apply will be governed and construed in accordance with the laws of the State of Victoria, Australia. The parties irrevocably agree that the courts of Victoria, Australia shall have non-exclusive jurisdiction to hear and determine any disputes which may arise out of or in connection with these Terms of Trade and the orders to which they apply, including disputes about formation, validity, interpretation, or termination.

53.           If any of the provisions (or part of any provision) of these Terms of Trade is held to be illegal, void or invalid, the legality or validity of the remaining parts of that provision and any of the other provisions of these Terms of Trade are not affected and the Terms of Trade continue in full force and effect and the illegal, void or invalid provision (or relevant part of the provision) is deemed deleted or, to the maximum extent that it is possible to do so, the provision (or the relevant part of the provision) is to be read down to remove the illegality, voidness or invalidity.

54.           In addition to and without limiting the generality of the foregoing, if any provision (or part of any provision) of these Terms of Trade is, but for this clause, void because the provision (or relevant part):

(a)            may conceivably apply in circumstances where Lightly does not have a sufficiently legitimate interest to protect;

(b)            goes beyond what is reasonably necessary in order to protect Lightly’s legitimate interests;

(c)            goes beyond the point at which an imbalance in the parties’ rights and obligations arising under these Terms of Trade becomes significant; or

(d)            may conceivably cause detriment to a party if it were to be applied or relied on by Lightly in certain circumstances,

then the provision (or relevant part) will be deemed (from the formation of these Terms of Trade as a contract between the parties) not to apply to that extent or in those circumstances but will be deemed (from the formation of these Terms of Trade as a contract between the parties) to apply to all other extents and in all other circumstances permitted by law.