Terms of service

Liddicoat Engineering Design & Innovation Pty Ltd – Standard Terms
Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725
Current at: March 2025 1
General T&Cs
It is agreed:
1. Application of T&Cs
These Standard Terms apply to the supply of any Goods, Services, Software or other Products, on the basis that the
General T&Cs apply to all dealings with the Customer, the Goods T&Cs apply in respect of any Goods, the Services
T&Cs apply in respect of any Services and the Software T&Cs apply in respect of Software.
2. Interpretation
2.1 Definitions
Unless the context otherwise requires, in these Standard Terms and any other document forming part of the Agreement
the following terms are defined:
(a) Additional Charge means any fees or charges for additional goods, services or software provided or performed
(or arranged) by LEDI at the Customer’s request or reasonably required as a result of the Customer’s conduct,
including any items that are excluded from the Quote that LEDI performs at the Customer’s request;
(b) Background IP of a party, means any information, techniques, know-how, software and materials (regardless of
the form or medium in which they are disclosed or stored), which were created by the party prior to, and
independently of, this Agreement and are provided by the party to the other pursuant to this Agreement and the
Intellectual Property Rights in them;
(c) Confidential Information includes any information or material of a confidential nature which relates to the activities,
business or affairs of the relevant party (or its related bodies corporate), including information or material that relates
to their products, software, processes, Intellectual Property Rights, processes or operational, financial or business
information or those that they deal with, to the extent the foregoing is designated as or otherwise required to be
kept confidential;
(d) Customer means the person that orders Products from LEDI from time to time, including any persons named as
the ‘Customer’, ‘client’ or similar expression in a corresponding Quote and, where the context permits, the officers,
employees, contractors and agents of the foregoing;
(e) Customer Supplied Items includes reasonable access to the Site (as well as any location where the Products are
to be delivered or provided) and any equipment that any Products are to be installed upon, safe working facilities
reasonably necessary for the provision of the Products in light of the nature of Products, any specific fittings or
attachments to interface the Products with existing equipment, any water samples requested by LEDI and such
other items or matters specified as such in the Quote;
(f) Deliverables means the deliverables that are required to be provided to the Customer in respect of the relevant
Products pursuant to this Agreement, as set out in the Quote;
(g) End User means any person(s) that uses the Products, any plant, equipment or other hardware that incorporates
the Products (whether in original or altered form) or is given access to the Products by or at the request of the
Customer at any time, which may include the Customer, its employees, contractors or agents or any person to
whom the Customer sells or otherwise supplies the Products to;
(h) Fees means the fees, prices and charges payable by the Customer to LEDI in respect of the Products and this
Agreement, including those set out in the Quote or as otherwise provided for in this Agreement;
(i) General T&Cs means the terms, conditions and other provisions in these Standard Terms, including any provisions
under the heading ‘General T&Cs’;
(j) Goods means any physical goods, hardware or equipment supplied or procured by LEDI for the Customer (or its
End Users) from time to time, but excludes any Software;
(k) Goods T&Cs means the terms, conditions and other provisions in these Standard Terms applicable to Goods as,
including any provisions under the heading ‘Goods T&Cs’ and the General T&Cs;
(l) Intellectual Property Rights means any rights subsisting, capable of subsisting or being obtained under any laws
relating to intellectual property of any description, wherever situated and whether now or in the future, including:
(i) those relating to inventions, techniques, patents, copyright, trade business, company or domain names, rights
in relation to circuit layouts, plant breeders’ rights, registered designs, and unregistered trade marks, know
how, trade secrets, and the right to have confidential information kept confidential; and
(ii) any application for or right to apply for registration, extension, renewal, appeal, enforcement or otherwise in
respect of the foregoing;
(m) LEDI means Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725, and where the context
permits includes a reference to its related bodies corporate and their respective officers, employees and agents;
(n) LEDI Policies means each of LEDI’s published or otherwise disclosed policies, procedures, user manuals or
Product instructions in effect from time to time, including its privacy policy and privacy statements, its website terms
of use, any of LEDI’s terms applicable to other electronic facilities and any of LEDI’s other policies referred to in
any of such documents or these Standard Terms;
Liddicoat Engineering Design & Innovation Pty Ltd – Standard Terms
Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725
Current at: March 2025 2
(o) Products means the relevant Goods, Services or Software (as the case may be) provided by (or on behalf of) LEDI
to (or for the benefit of) the Customer (or its End Users) pursuant to this Agreement;
(p) Quote means the relevant quote or proposal provided by LEDI to the Customer for the relevant Products (which
may specify, among other things, the relevant Products to be provided, any Specifications, the proposed Fees for
the Products), and where a quote or proposal is subsequently amended, refers to the final amended quote or
proposal that is accepted by LEDI in accordance with these Standard Terms;
(q) Services means the services LEDI provides or procures for the Customer from time to time (as well as any design,
testing, support services or customisation in respect of the Goods or Software), but excludes any Software;
(r) Services T&Cs means the terms, conditions and other provisions applicable to Services as provided for in these
Standard Terms, including any provisions under the heading ‘Services T&Cs’ and the General T&Cs;
(s) Site means the location(s) specified in the Quote where the relevant Products are to be delivered, installed or
performed (as the case may be) or the Customer’s facility or facilities that the Software is provided in respect of (if
applicable);
(t) Software means the relevant software, computer programs or similar material that LEDI supplies to the Customer
or to an End User directly (whether as firmware installed on the Goods, offered as a separate product or otherwise);
(u) Software Fees means the fees payable by the Customer in respect of the relevant Software, including those set
out in the Quote and as otherwise provided for in this Agreement.
(v) Software T&Cs means LEDI terms and conditions applicable to the relevant Software (including any end user
licence agreement or similar terms installed on any Goods that are applicable to the Software, those published on
the Website or as otherwise notified to the Customer) in effect from time to time, and any provisions under the
heading ‘Software T&Cs’ and the General T&Cs;
(w) Specifications means the specifications in respect of the relevant Product, specified as such in the Quote;
(x) Standard Terms means the provisions contained in this document, as amended from time to time;
(y) Substantial Completion occurs when the relevant Products (or in respect of a milestone, the relevant parts of the
Products) are complete, apart from minor defects or works which do not prevent or unreasonably interfere with the
Products being capable of being used for their stated or intended purpose;
(z) Warranty Period the relevant period specified in the Quote or the Warranty & Support Terms (if any), and if no
such period is specified then:
(i) in respect of any Goods and any related installation or commissioning Services, 6 months from the date the
Goods are supplied;
(ii) in respect of any other Services, the period of 90 days from the date of provision of the Services;
(iii) in respect of any Software, the period specified in the applicable end user licence agreement or if no such
period is specified then 90 days from the date of provision of the Software.
(aa) Warranty & Support Terms means the relevant terms and conditions in respect of any warranty and/or support
that LEDI confirms in writing are the ‘Warranty & Support Terms’ offered by LEDI to the Customer for the relevant
Products in effect and as amended from time to time (if any); and
(bb) Website means LEDI website(s) from time to time, including those located at https://ledi.com.au/
2.2 Documents comprising the Agreement
The ‘Agreement’ comprises these Standard Terms, the relevant Quote and the Software T&Cs (if applicable). Unless
the relevant document forming part of this Agreement expressly states otherwise and refers to this clause, these
Standard Terms will prevail over any other documents referred to in this Agreement in the event of an inconsistency.
2.3 When Customer bound
These Standard Terms apply to all transactions between the Customer and LEDI relating to the provision of any Products
or other goods/services/software by LEDI (including all quotations, contracts and variations) and the Customer will be
bound by these Standard Terms from the time it first signs a document forming part of the Agreement, from when the
Customer first accepts any Quote, or when the Customer requests the supply of any Products after being notified of
these Standard Terms (whichever is the earlier).
3. Quotes and Products
3.1 Quotes
(a) LEDI may prepare and submit a Quote that includes details of the Products (including any proposed Specifications
or Deliverables), the Fees (which may be an estimate or rate) and any related matters for consideration and
approval by the Customer.
(b) The Customer may confirm acceptance of a Quote by signing the Quote or by any other means (including confirming
via email or verbally that the Quote is accepted). Where the Customer does not return a signed Quote to LEDI but
provides LEDI with instructions to proceed with the provision of the Products, the Customer will be deemed to have
accepted the Quote and these Standard Terms.
(c) Any acceptance by the Customer of a Quote is irrevocable, and the Quote may only be varied by the Customer
with LEDI’s written consent. For the purposes of these Standard Terms, where the Customer places an order for
Liddicoat Engineering Design & Innovation Pty Ltd – Standard Terms
Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725
Current at: March 2025 3
the Products via the Website and such order is accepted by LEDI in writing (disregarding any automatic email
generated on place of the order), then the order will be considered a Quote for the purposes of this Agreement.
(d) A Quote is only binding on LEDI if the Customer has accepted the Quote and LEDI confirms that the Quote is
accepted in writing (at which point a contract is formed for the supply of the relevant Products on the terms of this
Agreement). For the avoidance of doubt, until such time as a Quote is accepted by the parties LEDI will have no
obligations to (and the Customer will have no rights in respect of) the Quote.
(e) Where a Quote has been accepted and is cancelled by the Customer:
(i) the Customer agrees to pay to LEDI on demand a fee equal to 50% of the price payable to LEDI in respect of
the cancelled Quote (on account of LEDI’s restocking, reallocation and other related expenses); and
(ii) to the extent that the restocking fee in paragraph (i) above is not paid or is unenforceable, the Customer
indemnifies LEDI against all Liability incurred by LEDI as a result of the cancellation, including any loss of profit
from other sales foregone as a result of the scheduling of the sale which is subsequently cancelled.
(f) Following any changes to the scope or Specifications of Products, Fees or other matters provided for in a Quote
(whether at the Customer’s request or as reasonably required by LEDI due to the Customer’s breach of this
Agreement or otherwise), LEDI may notify the Customer of any required changes or additional matters to be
included in the Quote and any changes to the timeframe for the delivery of the Products. If this occurs, the Customer
must promptly confirm in writing that it accepts or rejects the variations proposed by LEDI and LEDI is under no
obligation to accept or fulfill the Quote until the Customer does so.
3.2 Supply of Products
(a) As consideration for the Customer duly and punctually complying with its obligations to LEDI (including paying all
Fees when due), LEDI will provide the Products expressly included in the scope stated in the Quote on the terms
of this Agreement. For the avoidance of doubt, where the Quote indicates that any Products are additional or
optional products, then LEDI is not obliged to provide those Products pursuant to the Quote (rather LEDI may issue
a separate Quote for such items on request or supply them without a separate Quote and charge an Additional
Charge). Unless the Quote expressly states otherwise, all Products are supplied on an ‘Ex-Works’ basis per
Incoterms 2020. Where the Quote refers to any Incoterms, then the relevant Incoterm 2020 will apply to the extent
it is not inconsistent with these Standard Terms.
(b) LEDI will use best endeavours to meet any delivery timeframes or milestones set out in the Quote. However, any
indication from LEDI of the time frame for the supply and completion of the Products is an estimate only and is
based upon the Customer duly and punctually complying with its obligations under this Agreement (including
providing all Customer Supplied Items and adhering to any timetable agreed by the parties or set out in the Quote).
(c) Where the Customer does not comply with its obligations (including not paying all Fees when due) then LEDI will
have no Liability for the time frame not being met, may suspend the provision of the Products and will be entitled to
recover any increased costs, loss of time or other Liability as an Additional Charge. For avoidance of doubt, LEDI
may restrict or suspend the provision of the Products and/or performance of its obligations under this Agreement
where the Customer does not comply with its obligations (including not paying all Fees when due) and will be
entitled to a corresponding extension of time in respect of any delivery timeframes, milestones or timetable set out
in the Quote.
4. Fees, invoicing and payment
4.1 Calculation of Fees
(a) The Fees for the Products will be set out in the final Quote (as adjusted in accordance with this Agreement). The
Fees stated in any Quote are only in respect of the specific Products stated as being included in the Quote, are
based on the Customer providing the Customer Supplied Items to ensure delivery timetables described in the Quote
are met (if any), and do not include any fees or Additional Charges that LEDI is entitled to in respect of any other
goods, services or software (including any matters that are expressly excluded from the Products or the Fees stated
in the Quote).
(b) If the Customer requests any changes to the Fees or the Products (including the Specifications, the time required
for delivery of the Products, or the location at which the Products are to be installed or provided), it must do so in
writing and LEDI reserves the right to vary the Fees. Any changes will not be binding on LEDI unless and until
LEDI has approved the changes in writing. If the Customer instructs LEDI to provide additional Products beyond
those stated as being included in the Quote, then the Customer must pay LEDI an Additional Charge for same.
(c) LEDI may vary the Fees from time to time (including where Software is subject to ongoing licensing Software Fees
or where support Services are subject to ongoing Fees), unless the Quote specifies that the Fees will be set for a
particular period (in which case the Fees will only be set for that period). If LEDI makes any change to the Fees,
LEDI will provide the Customer at least 60 days’ notice prior to such change becoming effective and the changes
will apply from the expiry of the period specified in the notice from LEDI.
4.2 Software Fees
(a) Where any Software is supplied, the Software Fees will be specified in the Quote. The Software Fees may be
determined based on the number of users and End Users, the functionality and customisation of the Software, the
level of administrative privileges and support that the Customer requests LEDI to provide, and the period to which
the fees relate (each a Billing Period), as well as any other relevant matters set out in the Quote. If no Software
Liddicoat Engineering Design & Innovation Pty Ltd – Standard Terms
Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725
Current at: March 2025 4
Fees are specified in the Quote for the relevant Software and the Quote does not provide that the Software Fees
are included in the Fees for the other Products to be supplied, then the Customer will be charged Software Fees at
LEDI’s current rates as reasonably determined by LEDI.
(b) Where the Quote indicates that the Fees (including any Software Fees) will be charged:
(i) on a 'per user' or similar basis, then the Customer is generally liable to pay those fees for each user (including
any End User) from the time that a user is given access to the Software (irrespective of the amount that the
user accesses or utilises the Software); or
(ii) based on the number of 'active users' or similar, then the Customer is generally liable to pay those fees for
each user who has accessed the Software (including by logging into the Software) in the relevant Billing Period;
or
(iii) on a specified number of users without any reference to the users being 'active users', then the Customer is
generally liable to pay the Fees calculated on the specified number of users (as well as any additional users
who are given access to the Software) whether or not those users actually access the Software; or
(iv) based on the number of 'Sites', then the Customer is generally liable to pay those fixed fees for each Site
where the Software is made available (such as where the Software is made available to users), whether or not
any users at the Site actually access the Software.
(c) Generally, the Software Fees are automatically charged on recurring basis each Billing Period (which will generally
be one month) and will be payable from the time that the Customer is given access to the Software until this
Agreement is terminated in accordance with its terms. LEDI will invoice the Customer for the Software Fees at any
time after the end of each Billing Period.
4.3 Invoicing and payment
(a) The Customer will pay LEDI the Fees (and any Additional Charges and any deposit or up-front payment) at the
times specified in the Quote (and if no such time is specified, then on demand). The Quote may (but need not)
specify one or more of the following payment arrangements:
(i) ‘Progress Claims’ where LEDI will raise invoices for the Products which have been (or are ready to be)
supplied up to and including the last day of each period specified in the Quote (and if no period is specified,
then monthly);
(ii) ‘Milestones’ where LEDI will be paid the relevant portion of the Fee upon the relevant milestones achieving
Substantial Completion; or
(iii) ‘On Completion’ where LEDI will be entitled to payment of the relevant Fee upon LEDI achieving Substantial
Completion for the relevant Products that are subject to this payment term, and in any event prior to delivery
or collection of the relevant Products the subject of that Fee.
(b) Unless the Quote expressly states otherwise, a 50% deposit is payable to LEDI in respect of any Products. LEDI
is under no obligation to commence the manufacture or supply of any Products unless and until the deposit is paid
to LEDI, and if the deposit is not paid when due then LEDI reserves the right to withdraw the Quote or vary the
matters the subject of the Quote (including the Fees).
(c) LEDI may issue an invoice (including a pro forma invoice) to the Customer (or the relevant third party to whom the
Products are provided) at any time after the monies become owing to LEDI pursuant to this Agreement. The amount
payable by the Customer will be the amount set out in the invoice, consisting of the Fees, any Additional Charges
and other sums payable pursuant to this Agreement.
(d) Unless the Quote specifies otherwise, the Customer must pay any invoice issued by LEDI immediately upon receipt
and in any event prior to collection of any Products (or dispatch of the Products from LEDI’s premises). LEDI is
under no obligation to supply or deliver any Products when any invoice or other monies has not been paid when
due.
(e) If the Customer (acting reasonably) disputes an invoice issued by LEDI, then the Customer must provide full details
of the dispute (including any supporting evidence) and pay the non-disputed portion of the invoice within the relevant
timeframe for payment (with the disputed portion to be paid on resolution of the dispute). The parties will use best
endeavours to resolve any dispute over the invoice. Nothing in this paragraph relieves the Customer from an
obligation to pay an invoice that is otherwise due and payable in accordance with this Agreement.
(f) The Customer will pay LEDI on demand interest at the rate of 10% per annum on all overdue amounts owed by the
Customer to LEDI, calculated on daily balances and compounding monthly until paid. Interest is payable at the end
of the month in which the interest accrued and earlier on demand. The Customer must also pay all costs and
expenses, and indemnify LEDI against any Liabilities incurred by LEDI, associated with collecting any overdue
amounts or enforcing LEDI’s rights.
4.4 Credit terms
LEDI may agree to provide the Customer with credit terms in respect of any particular Quote or on an ongoing basis
until revoked, on such conditions imposed by LEDI from time to time (which may include the requirement for the
Customer to pass credit checks and be accepted by LEDI’s relevant insurers). If credit terms are offered, then payment
is to be made strictly in accordance with those credit terms and LEDI may revoke the credit terms if the Customer
breaches any obligations owed to LEDI.
Liddicoat Engineering Design & Innovation Pty Ltd – Standard Terms
Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725
Current at: March 2025 5
4.5 Additional Charges
Where this Agreement entitles LEDI to impose any Additional Charges (including where the Products are varied at the
Customer’s request, due to the Customer’s breach of this Agreement or otherwise), the amount of the Additional Charge
will be calculated by LEDI by reference to the following:
(a) where the sum of the Additional Charge is included in an accepted Quote or invoice (including a pro forma invoice)
that is not later varied in accordance with these Standard Terms, the sum specified in the Quote or invoice (as the
case may be);
(b) where the Additional Charge relates to further goods, services or software provided (including additional users,
locations, operating environments or functionality of such software), the sum reasonably determined by LEDI to
reflect its then current prices, charges and rates for the relevant item provided (and if no such prices, charges or
rates are applicable then a reasonable estimation by LEDI of what they would be);
(c) in all other cases, the sum reasonably determined by LEDI that represents its full costs, expenses and other
Liabilities incurred in connection with the matter giving rise to the Additional Charge (including staff time based on
LEDI’s current rate card) plus a mark-up of 20%.
4.6 GST
Unless LEDI otherwise agrees in the Quote, any Fees (or any amounts quoted or prices payable) for any supply to be
made by LEDI exclude any GST, taxes, duties (such as import duties), excise fees, tariffs or other government or
mandatory charges that are payable in respect of the supply of the Products or any currency conversion, banking or
similar fees in respect of any payments to LEDI, which the Customer must pay at the same time as any consideration
for a supply is payable (or otherwise on demand by LEDI). LEDI will issue a tax invoice for any GST it is to recover from
the Customer pursuant to this Agreement.
5. Goods T&Cs
5.1 Application of Goods T&Cs
This clause 5 (in addition to any other Goods T&Cs and the General T&Cs) will apply in respect of any provision of
Goods. For the avoidance of doubt, this clause 5 does not apply where only Services or Software are being provided
by LEDI.
5.2 Goods manufactured for the Customer
Where LEDI is engaged to manufacture Goods based on any specifications, designs or other requirements specific to
(or prescribed by) the Customer (together any Customer Specific Goods), the following provisions will apply:
(a) LEDI will manufacture and supply the Goods in accordance with the Specifications in the Quote (or those in LEDI’s
final design where design Services are provided), and any specifications, designs or requirements not stated in the
Quote will not apply to the supply of the Customer Specific Goods;
(b) if the Customer requests changes to the specifications, features, materials or functionality of the Customer Specific
Goods (including as part of any design or prototyping Services), then LEDI reserves the right to vary the Fees and
clause 3.1(f) will apply;
(c) unless the Quote provides for LEDI to provide design or similar Services to formulate the Specifications for the
Customer Specific Goods, the Customer is solely responsible for formulating the Specifications for the Customer
Specific Goods and LEDI does not warrant that any Customer Specific Goods that are manufactured and supplied
in accordance with any specifications, designs or other requirements provided by the Customer will function as
intended; and
(d) the Customer is solely responsible for ensuring that the Specifications for the Customer Specific Goods include the
precise requirements for any software/firmware that is to operate on the Customer Specific Goods, and if this is not
done, then LEDI does not warrant that any Customer Specific Goods will function as intended and any rectification,
troubleshooting or variations undertaken by LEDI will be liable for an Additional Charge. For example, LEDI does
not warrant that any Customer Specific Goods that use or incorporate any third party software will function as
intended, unless the Customer supplies LEDI with all necessary specifications pertaining to the third party software
and those are included in the Specifications prior to LEDI commencing any design or related Services in respect of
the Customer Specific Goods.
5.3 Delivery of the Goods
LEDI will deliver the Goods where that is expressly stated in the Quote. If LEDI agrees to deliver the Goods (or where
the Customer is to collect the Goods from LEDI), then unless the Quote expressly states otherwise:
(a) the delivery and collection terms will be notified to the Customer prior to dispatch or collection of the Goods, the
delivery will be subject to third party courier/transit terms and the Customer must arrange for all approvals or
clearances required, as well as the safe loading and unloading of the Goods at the delivery location at the time the
Goods are delivered or collected and for insurance over the Goods while at the Customer’s risk;
(b) risk in the Goods will pass to the Customer immediately prior to loading the Goods for dispatch from LEDI’s premises
(or such earlier time provided for in the delivery terms notified by LEDI), unless LEDI agrees otherwise in writing in
which case risk in the Goods will pass at the time immediately before unloading of the Goods at the delivery location,
and any claims against LEDI in respect of loss or damage to the Goods in transit while the Goods are still at LEDI’s
Liddicoat Engineering Design & Innovation Pty Ltd – Standard Terms
Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725
Current at: March 2025 6
risk (if applicable) will be limited to the monies that LEDI receives (or would be entitled to receive but for this clause)
under any applicable insurance policy taken out by LEDI; and
(c) the Customer will pay any Fees or monies stated in the Quote for the delivery or collection of the Goods, and if the
prices in the Quote do not specifically include delivery or collection costs or where the Customer requests LEDI or
its delivery provider to unload or place or collect the Goods at a location other than on the street at the
delivery/collection location, then the Customer will incur Additional Charges in respect of the delivery/collection
which will include the costs charged to LEDI plus a mark-up of 20% plus staff time.
5.4 Collection of the Goods
If LEDI is not required to deliver the Goods to the Customer under this Agreement, the Customer will be notified of the
date the Products will be available for collection and the collection address. The Customer must (at its cost and risk)
arrange for collection, loading and transport of the Goods from that premises (during normal business hours) on the date
so notified, and risk in the Goods will pass once the Customer begins loading the Goods or the date that is 7 days from
the date so notified (whichever is the earlier). LEDI will not be liable for any damage to the Goods while loading or in
transit where the Goods are collected by or on behalf of the Customer. If the Customer does not collect the Goods as
required, then LEDI may store and dispose of them after 30 days (and recover any cost, expense or Liability in
connection with same as an Additional Charge).
5.5 Supply of Goods to third party
Where LEDI supplies Goods to a third party at the request of the Customer or End User (or person who would be a
‘Customer’ if the Goods were supplied directly to them), then the person who requested LEDI to provide the Goods will
also have the obligations of a ‘Customer’ for the purposes of this Agreement and (without limitation) will be liable for
payment of the Fees jointly and severally with any third party that LEDI invoices for the supply of the Goods. By way of
example, if a business requests that LEDI supply a water purification unit for delivery to a third party, both the business
and the third party will be liable for the payment of the Fees for water purification unit and the other obligations imposed
on ‘Customers’ under this Agreement (even though LEDI may invoice the third party directly).
5.6 Manufacturer's warranties
LEDI may sell Goods that are manufactured by a third party. Where LEDI is not the manufacturer of the Goods, the
Customer acknowledges that LEDI is not the manufacturer of the Goods, is not liable for defects in the Goods (to the
extent the law allows) and that any information provided or published by LEDI (including via the Website) in respect of
the specifications, purposes for use or warranties relating to the Goods are for information purposes only and are not
binding on LEDI. LEDI may assist the Customer in making a claim under any manufacturer's warranty relating to the
Goods, subject to the Customer reimbursing LEDI for its costs in doing so to the extent the law allows LEDI to recover
such costs.
5.7 Insurance
The Customer is required to take out and maintain adequate insurance for full replacement value of the Goods while the
Goods are at the Customer’s risk and until such time as title has passed in the Goods to the Customer.
6. Services T&Cs
6.1 Application of Services T&Cs
This clause 6 (in addition to any other Services T&Cs and the General T&Cs) will apply in respect of any provision of
Services to the Customer. For the avoidance of doubt, this clause 6 does not apply where only Goods or Software are
being provided by LEDI.
6.2 Provision of Services
In respect of any Services, the following provisions will apply:
(a) LEDI will, at all relevant times, use best endeavours to ensure that LEDI and its personnel who provide any
professional Services are suitably qualified and experienced to perform the Services for which they are responsible;
(b) LEDI will use best endeavours to provide the Services in a professional manner and with all due care and skill and
commence the delivery of the Services in accordance with the timeframes set out in the Quote;
(c) where LEDI’s personnel provide Services at the Site, LEDI will use best endeavours to liaise, cooperate and confer
with the Customer and its personnel in order to coordinate its Services in a manner to minimise disruption at the
Site; and
(d) if the Customer requests LEDI to undertake Services in the nature of investigations, rectification or variation as a
result of an alleged defect in any Products but the Product is found not to be defective or the defect was caused
due to misuse or other matter excluded under Warranty & Support Terms or the LEDI Warranty, then LEDI will be
entitled to charge the Customer for the Services as an Additional Charge.
6.3 Design and prototyping Services
Where the Quote provides for LEDI to provide any design, prototyping or testing Services (including in connection with
the supply of other products by LEDI or any other person) (together any Design Services), then the following will apply:
(a) the Customer must actively cooperate with LEDI in respect of the Design Services, and will promptly provide a full
brief of the required Design Services (including the requirements, specifications, functionality, materials and
Liddicoat Engineering Design & Innovation Pty Ltd – Standard Terms
Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725
Current at: March 2025 7
features of the relevant products or testing requirements) for LEDI’s consideration and to enable LEDI to provide
the Design Services;
(b) where LEDI provides any preliminary designs, products or specifications to the Customer for its consideration, the
Customer will promptly (and within 7 days) review same and notify LEDI whether the preliminary items satisfy the
Customer’s requirements (or whether revisions are required), and if revisions are required LEDI may notify the
Customer of any changes to the Fees as a result of those revisions;
(c) where LEDI is supplying Goods or Software in connection with the Design Services, LEDI:
(i) may update and reissue the Quote (including the Specifications and other matters in the Quote) to reflect the
final designs, products or specifications (Final Designs), and clause 3.1(f) will apply; and
(ii) where provided for in the Quote, LEDI will supply the relevant Goods or Services in accordance with the Final
Designs and this Agreement; and
(d) the Customer acknowledges and agrees that where LEDI:
(i) supplies any Goods that are prototypes or are not otherwise intended by LEDI to be used in a production
environment, then the Customer will not use such Goods in a production environment;
(ii) supplies any Final Designs where a person other than LEDI will be manufacturing and supplying the relevant
goods, services or software, then the Customer will ensure that person is provided with full details of any
specifications, limitations, requirements or other matters notified to the Customer that are relevant to the
manufacture and supply by that other person;
(iii) supplies any testing services in respect of the Customer’s products or other materials, LEDI will only conduct
testing in accordance with the Specifications in the Quote and it is the Customer’s responsibility to ensure
those Specifications meet the Customer’s testing requirements; and
(iv) where the Customer does not comply with its obligations under this Agreement, the Design Services may not
be fit for purpose or may not suit the Customer’s requirements.
6.4 Support Services
(a) To the extent that any Services include support services (including troubleshooting, configuration, defect
rectification outside of LEDI’s Warranty obligations or similar matters for Goods or Software, advice in relation to
custom-developed features, transitional arrangements or integration of Software) (together Support Services),
then the Warranty & Support Terms (if any) will apply to such Support Services in addition to the Standard Terms.
(b) Unless the Quote provides that relevant Support Services to be provided by LEDI are expressly included in any
Fees stated in the Quote (and subject to any limitations in the Quote and the Warranty & Support Terms, including
those applicable to any support level that the Customer is entitled to), any Support Services and any services
provided by LEDI that is beyond the scope of the LEDI Warranty (as defined below) will be charged to the Customer
as an Additional Charge in accordance with the Quote, any applicable provisions of the Warranty & Support Terms
and this Agreement.
7. Software T&Cs
7.1 Software T&Cs
If LEDI provides Software which has applicable Software T&Cs, the Software will be licensed on the terms of the
Software T&Cs that apply to that Software together with this Agreement. Any licence granted to the Customer pursuant
to these Standard Terms in respect of any Intellectual Property Rights is subject to any provisions in the Software T&Cs
to the contrary.
7.2 Other Software
Except to the extent that the Software is subject to separate Software T&Cs that are inconsistent with this clause 7.2 or
the extent that the Software T&Cs are not fully enforceable in accordance with their terms against the Customer, LEDI
grants the Customer a revocable, limited, non-exclusive, non-transferrable licence to use (in object-code form only where
relevant) the version or release of the Software described in the Quote (and if no such version or release is so described
then the version and release of the Software provided at the time of initial delivery by LEDI). The licence and any use
of the Software is subject to the following provisions and restrictions:
(a) any use is limited to the installation, storage, loading, execution and display of one copy of the Software on one
device per licensed user at a time for the purposes of:
(i) in respect of any Software that was installed on Goods at the time of delivery, the use and operation of those
Goods and for no other purposes;
(ii) in respect of any other Software, the Customer’s internal business purposes limited to the extent reasonably
required for the Customer to utilise the Software for the purpose for which it was licensed,
and the Customer may only use the Software for such purposes, shall not use it for the benefit of (or disclose it to)
any third party and shall ensure that only those of its employees who have a need to use the Software for the
permitted purposes use the Software (on the basis that those employees comply with the restrictions and limitations
in these Standard Terms and the Software T&Cs applicable to any Software);
(b) the Customer must pay any software licensing, support or other Fees provided for in the Quote in respect of the
Software and may not exceed the number of users, client access licences, operating environments or other
Liddicoat Engineering Design & Innovation Pty Ltd – Standard Terms
Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725
Current at: March 2025 8
limitations that are paid for by the Customer and noted on the Quote (failing which the Customer is liable for an
Additional Charge);
(c) any analytics, upgrades, additional components, data storage or data transmission will be subject to Additional
Charges at LEDI’s standard rates, unless the Customer and LEDI enter into an Agreement to provide that
functionality and a different rate is prescribed;
(d) the Customer must not copy the Software (other than for one backup copy of the Software that is not hosted on
LEDI’s systems and a reasonable limited number of the user manuals related to the Software) but may (unless
LEDI prescribes otherwise) transfer the Software from one computer to another provided it is not used on more
than one computer at any time;
(e) the Customer must not decompile, disassemble, reverse assemble, reverse engineer, translate, emulate, modify,
prepare derivate works based upon, distribute, licence (or sublicence), sell, transfer, publicly display or perform or
otherwise broadcast any part of the Software (including any materials displayed therein);
(f) unless the Quote expressly provides otherwise, the licence of the Software does not include any right to any
updated versions or new releases of the Software or any support or related Services in connection with the
Software, and the Software is provided ‘as is’ and ‘as available’ with no assurances that access to the Software will
be uninterrupted or error free;
(g) if LEDI provides an updated version of the Software and notifies the Customer that the Software requires updates
or new releases for urgent or critical matters (including matters that may affect the health or safety of any person
operating any equipment upon which the Software is installed or the ability of the Software to transmit any intended
date or outputs from Goods), then the Customer must arrange for the Software to be updated promptly;
(h) the Customer must maintain complete and accurate records documenting the location and use of the Software (and
any other matters reasonably required to demonstrate that this clause 7 has been complied with) and must provide
LEDI with:
(i) a signed certification of compliance with the requirements of these Software licensing conditions and
restrictions and any other applicable Software T&Cs (within 14 days of request); and
(ii) access to any premises, books and records under the Customer’s possession or control during normal
business hours for the purposes of auditing compliance with this Agreement,
on the basis that if the certificate or the audit reveals any underpayment of licence fees or other sums payable to
LEDI then the Customer will be liable for an Additional Charge determined by LEDI by reference to its then current
rates plus interest at the rate of 10% per annum calculated from the date the license fees ought to have been paid
to the date of payment,
and the Customer must ensure that the above provisions and any other applicable Software T&Cs are complied with
by the Customer, any End User and any third party who is provided with the Software through the Customer, and their
respective officers, employees and agents.
7.3 Third party software and rights
If any software or firmware provided by or on behalf of LEDI to the Customer is not Software (or firmware) owned by
LEDI, then the Customer must comply with the relevant third party’s licence terms and restrictions that relate to the
software or firmware.
7.4 Licence and other fees
Any rights of the Customer in respect of Software and any rights of its End Users to access the Software (whether
subject to separate Software T&Cs or not) is subject to the Customer paying all licence Fees and other sums payable
to LEDI pursuant to this Agreement, which the Customer undertakes to pay in accordance with the Quote, any applicable
Software T&Cs and otherwise on demand. LEDI may restrict or suspend access to the Software if the Customer or its
End Users are in breach of this Agreement, or otherwise if LEDI is required to do so under any appliable law or pursuant
to any obligations imposed on LEDI by any third party.
7.5 Hardware
Unless the Quote expressly includes the provision of the relevant hardware, the Customer is responsible for any
hardware, equipment and facilities for installing and operating and accessing the Software and ensuring that they meet
LEDI’s prescribed requirements for operating the Software.
7.6 Software granted to End User
Where the Customer is not the End User (including where LEDI provides Goods or Services to the Customer and the
Customer onsells a final product incorporating the Goods to its customer for use), then the Customer must not grant its
customer or the End User any rights in respect of the Software that are inconsistent with this Agreement (including the
Software T&Cs) and any indication in a Quote or any previous communications with LEDI that indicate LEDI may offer
Software and support services is subject to LEDI entering into an agreement with the relevant person to whom the
Software and support services are to be provided to and the payment of any applicable fees.
Liddicoat Engineering Design & Innovation Pty Ltd – Standard Terms
Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725
Current at: March 2025 9
General T&Cs
8. General obligations
8.1 LEDI’s general obligations
LEDI warrants to the Customer that:
(a) the Products when completed will meet the Specifications, unless the Quote or these Standard Terms expressly
provides otherwise;
(b) it will ensure that all of its personnel comply with all lawful and reasonable directions given to them by the Customer
in relation to workplace health and safety while at the Site; and
(c) it will provide the Customer the relevant user manuals (including electronically) set out in the Quote to provide
guidance on the use of the Products.
8.2 Customer’s general obligations
To the extent permitted by law, the Customer warrants, acknowledges and undertakes (as the case may be) at all times
that:
(a) any person accepting or signing any Quote or any constituent part of this Agreement is duly authorised to bind the
Customer (and each person who does so provides this warranty personally), and that the Customer has had a
genuine opportunity to negotiate the terms of this Agreement;
(b) the Customer will duly and punctually comply with any other agreement with LEDI for the provision of goods,
services or software and will ensure that its officers, employees, agents and contractors comply with this
Agreement;
(c) unless the Quote expressly states to the contrary, all Products are being acquired by the Customer solely for use
in the Customer’s business (including for the purposes of resupply of the Goods) and the Customer is not acquiring
any Products for personal or domestic use;
(d) the particulars in the Quote and all other information provided to LEDI in connection with the Agreement are true,
correct and not misleading in any respect (including by way of omission) and are up to date, and prior to the date
of the Quote the Customer has provided LEDI all specifications, information and documentation that may be
required in order for LEDI to properly deliver the Products in accordance with the Specifications (including detailed
designs and drawings of any of the Customer’s plant and equipment that LEDI will be installing its Products on, if
applicable);
(e) LEDI relies on the information and any specifications provided by the Customer, and any advice, recommendations
or Products provided by LEDI have been made in reliance on the information so provided, and if the Customer’s
requirements change (or LEDI is not properly informed) then the Products (including any Deliverable) may not be
suitable for the Customer’s purposes and may require rectification or modification that will result in an Additional
Charge;
(f) it will provide the Customer Supplied Items within the timeframes provided for in the Quote (or if none are stated
then as and when reasonably required by LEDI) and will otherwise comply with any timetable requirements set out
in a Quote, failing which LEDI may not be able to meet the timeframes in the Quote (for example, due to scheduling
issues with other customers) and Additional Charges may apply;
(g) the Customer Supplied Items in LEDI’s possession or control will remain at the Customer’s risk at all times, and to
the extent the law allows LEDI will not be liable for any loss, damage or destruction to or caused by the Customer
Supplied Items (including where caused or contributed to by LEDI’s negligence);
(h) the Products have not been designed for indoor or household use and must not be operated in an area at risk of
water damage (as while periodic testing is undertaken there is always a risk of small leaks with portable devices);
(i) any Products contain electrical wiring must be handled with due care (as expected when using any electrical
device);
(j) where LEDI has provided Goods that are to be installed or affixed to particular plant, equipment or hardware or
where the Goods are intended to function with particular software (whether or not supplied by LEDI), if the Goods
are to be removed or affixed to a different piece of plant, equipment or hardware or the software is to be changed,
then:
(i) the Customer must notify LEDI before any such action is taken, LEDI must provide its prior written consent to
same and LEDI may impose Additional Charges for recalibrating, testing or otherwise in connection with same;
(ii) the Customer acknowledges that removing or reinstalling the Goods or changing any software may cause the
Goods and any associated software to cease functioning as intended, LEDI will not be Liable for same and
LEDI may impose an Additional Charge for any further Products or services supplied in connection with same;
(k) various items of hardware, goods and other equipment supplied by LEDI (which may include the Goods) contain
embedded firmware or software (including any Software) or require a current software licence from LEDI to function
or for certain features to be enabled (which are referred to as Relevant Goods), and:
(i) if the Customer does not have a current licence for the appropriate Software to operate the Relevant Goods,
then the Goods may not function as intended (or at all) and LEDI will not be responsible for any Liability in
respect of same; and
Liddicoat Engineering Design & Innovation Pty Ltd – Standard Terms
Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725
Current at: March 2025 10
(ii) the Customer will notify any purchaser or transferee of the Relevant Goods (including any End User) that the
Relevant Goods require a Software licence, and will procure that the purchaser, transferee or End User enters
into an agreement with LEDI to provide the required Software licences on these Standard Terms at such rates
and fees as may be charged by LEDI from time to time for the Software;
(l) the Customer will ensure that the Goods are only operated by qualified and competent operators and the Goods
are used in a skilful and proper manner in accordance with the manufacturer and/or LEDI’s specifications,
instructions or directions and only for the purpose and within the capacity for which it was designed, acknowledging
that LEDI can give no warranty as to any capacity of the Goods and that the Customer is liable for any actions of
the Good’s operator.
(m) any goods, designs, materials, documents and other materials provided by or on behalf of the Customer (including
in respect of any Customer Specific Goods or Design Services) will not infringe the Intellectual Property Rights of
any person and that it has procured all consents, waivers and assignments necessary to give effect to this
Agreement and to enable LEDI to provide the Products without infringing any third party’s rights;
(n) if any of the Goods break down, cease functioning as intended or otherwise contain any defect, the Customer will
not use the Goods and must take all necessary steps to prevent injuries to any person or damage to any property
(including the Goods) as a result of such matters and will only continue using the Goods once they are free from
risk of damage, accident or injury; and
(o) if the Customer is the trustee of any trust, this Agreement is binding on the Customer in its personal capacity and
in its capacity as trustee of any trust, the Customer is validly appointed as the sole trustee and will not allow any
new trustee to be appointed and the Customer has the right to be fully indemnified out of the trust assets and from
the beneficiaries for all liabilities in connection with this Agreement.
8.3 Water Treatment Products
Where the Products comprise water treatment, desalination, purification or related Products that are manufactured by
LEDI (but excluding any Products manufactured by a third party) (Water Treatment Products), then to the extent
permitted by law, the Customer gives the following further warranties, acknowledgements and undertakings:
(a) unless the Specifications expressly state otherwise, the Water Treatment Products are only designed to assist as
an emergency management tool in the critical period 48-72 hours after the occurrence of a natural disaster and
must not be used to produce water on a regular basis;
(b) the water produced by the Water Treatment Products must be tested by the Customer and each End User prior to
human consumption, with the testing to be conducted in accordance with all appropriate standards (including those
that apply to water providers) and LEDI Policies;
(c) the Water Treatment Products do not incorporate any mechanisms to assess water quality, save for any test
provided that measures total dissolved solids (TDS) which may not be an accurate measurement or test of whether
the water produced is potable or fit for human consumption (as, for example, TDS does not test the presence of
bacteria or other contaminants that may render the water unsuitable for consumption);
(d) cross contamination is a possibility when treating a biologically contaminated water source, therefore all water
produced and stored must be subjected to appropriate testing or treatment before consumption; and
(e) any Water Treatment Products that have been operated must undergo maintenance as set out in the LEDI Policies
in order to prepare for subsequent use, and the Goods cannot be relied upon if stored for more than 3 weeks without
prior preparation as outlined in the operations manual included in the LED Policies.
8.4 Mutual obligations of health and safety
Each party undertakes to the other party that they will, at all times, comply with (and ensure their personnel comply with)
all applicable laws and each other’s policies (notified to the other in writing from time to time) relating to workplace health
and safety that are relevant to this Agreement and the performance of the parties’ respective obligations. Where the
Customer has policies relating to workplace health and safety that LEDI reasonably considers exceed standard industry
practice and such policies were not notified to LEDI prior to providing the Quote, LEDI will be entitled to recover any
additional costs or Liability incurred in complying with such policies as an Additional Charge.
8.5 Use of Products
While LEDI has put every effort into designing its Products with safety in mind, the Customer acknowledges that the
Products (which in this clause 8.5 includes a reference to any plant, equipment or hardware upon which any Products
are installed) may cause injury or property damage if not used properly and the Customer will therefore ensure that:
(a) any person using the Products is provided with any product manuals, guidance material or the like that is supplied
or otherwise published by LEDI from time to time (which the Customer notify LEDI if it does not receive at the time
of delivery of any Products) and that those using the Products comply with the foregoing and any applicable laws;
(b) the Products are operated and maintained in a skilful and proper manner by persons who are trained, qualified and
fit to operate or maintain the Products (as the case may be) in accordance with the LEDI Policies, that any defects,
malfunctions or safety issues are promptly notified to LEDI and that the Products are not used until LEDI confirms
that they are safe for use.
Liddicoat Engineering Design & Innovation Pty Ltd – Standard Terms
Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725
Current at: March 2025 11
8.6 Installation of Goods and on-Site Services
Where LEDI is providing Services (including any installation or commissioning of Goods) at a location other than LEDI’s
premises (including where LEDI’s Goods are to be installed on a machinery owned by the Customer or a third party),
then the Customer must:
(a) provide reasonable, safe and prompt access to the location at the time provided for in the Quote or otherwise upon
reasonable notice (not exceeding 7 days) being given by LEDI and ensure that any plant, equipment or hardware
that the Products are to be installed upon (or provided in respect of) are in an appropriate (and safe) state and
position for LEDI to perform its obligations (and that any safety information or relevant specifications are provided
to LEDI within a reasonable period) prior to LEDI attending the relevant location; and
(b) ensure that there are reasonable facilities and personnel available for LEDI to supply the relevant Products, LEDI’s
personnel receive appropriate safety inductions and personal protection equipment (unless LEDI has agreed to be
responsible for same) and that in the event of serious illness or injury (or other circumstances causing actual or
threatened harm to LEDI personnel) any and all available resources are provided in order to treat and care for the
personnel or transport them to a hospital.
8.7 Title
(a) Property and title in Goods and any physical Deliverables provided as part of the Services (which, for the avoidance
of doubt, excludes any Software) will remain with LEDI and does not pass to the Customer until the later of delivery
or collection (as the case may be) and all money owing to LEDI by the Customer on any account is paid in full
without any set off or counterclaim. Pending payment in full, LEDI retains title in the Goods/Deliverables, the
Customer must hold the Goods/Deliverables as mere bailee, ensure that the Goods/Deliverables are kept free from
any security interest, encumbrance or third party right or interest, ensure the Goods/Deliverables are insured and
that the proceeds of any insurance policy in respect of any damage or destruction of the Goods/Deliverables are
paid directly to LEDI.
(b) If the Customer fails to pay any amounts due to LEDI, LEDI, its agents and their respective employees and
contractors have the right and are granted an irrevocable licence to, at any time and without notice, enter the
Customer's premises (or any other location) to exercise LEDI’S rights under this Agreement, including the right to
repossess the Goods/Deliverables or any part of them.
(c) To the extent the law permits, the Customer and each Guarantor waives any rights it has under the Personal
Property Securities Act 2009 (Cth) and any related legislation (PPSA) (including any rights to receive notices,
statements or documents from LEDI), LEDI need not comply with any provisions of the PPSA (but LEDI may rely
on all rights and remedies under the PPSA and LEDI will separately have all the rights and remedies under Chapter
4 of the PPSA as if they were stated in these Standard Terms but without any corresponding obligations).
(d) When exercising any security interest or charge arising in connection with this Agreement, LEDI may do anything
in respect of the property subject to the security that the owner would otherwise be capable of doing at law, including
appointing a receiver in respect of the Collateral and thought itself or through an agent exercising the powers
granted to receivers under section 420(1) and (2) of the Corporations Act 2001 (Cth) as if references in that section
to property were references to the relevant property subject to the security interest or charge and references to the
receiver were references to LEDI. Any receiver appointed in connection with this Agreement must be fully
indemnified by the Customer and any Guarantor for any Liability incurred and will always by the agent of the
Customer or Guarantor (as the case may be).
8.8 Representatives
Each party appoints the person specified in the Quote (if any) as its representative to monitor the performance of this
Agreement by the other party. Each party agrees that the person appointed as its representative shall have authority to
act on behalf of the party for all purposes in connection with this Agreement.
8.9 LEDI Policies
The Customer acknowledges and agrees that it has read, understood and will ensure its employees, agents and
contractors and any End User comply with the LEDI Policies and the Software T&Cs (which will not form part of this
Agreement nor create any enforceable rights against LEDI). Despite the foregoing, where the LEDI Policies grant LEDI
rights, those rights are enforceable by LEDI despite the LEDI Policies not forming part of this Agreement.
9. Insurance, warranty and risk
9.1 LEDI insurance
LEDI warrants that it has in place (and will maintain until all Products are provided) all insurance policies required for
LEDI to comply with the Workers’ Compensation and Rehabilitation Act 2003 (Qld) and a public and product liability
insurance policy. The Customer undertakes not to do anything (nor fail to do anything) that may prejudice or would
otherwise be grounds for an insurer to refuse to pay any claim under LEDI’S insurance.
9.2 Defects
The Customer undertakes to promptly inspect the Products upon receipt for any defects, faults or other non-compliance
with this Agreement. If the Customer fails to notify LEDI in writing of any defects, faults or other non-compliance with
this Agreement within 7 days from date of delivery or collection, then the Customer is deemed to have accepted the
Liddicoat Engineering Design & Innovation Pty Ltd – Standard Terms
Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725
Current at: March 2025 12
Products and that the Products are fully compliant with this Agreement. Nothing in this clause affects the Customer's
rights for any alleged failure of a guarantee under the Australian Consumer Law or under the LEDI Warranty.
9.3 LEDI Warranty
(a) LEDI offers a limited Product warranty in accordance with this clause 9.3 (LEDI Warranty). Subject to any
limitations in the Quote, the Warranty & Support Terms and this clause to the contrary, LEDI warrants that:
(i) all of LEDI’s Goods (excluding any Products manufactured or designed by a third party) will operate in
accordance with the Specifications for the duration of the Warranty Period, and if a valid claim is made on this
warranty then LEDI will replace or repair (at its discretion and costs) any defects in such Goods;
(ii) all Services will be performed with due care and skill, and if a valid claim is made on this warranty, then LEDI
will reperform the defective Services at a mutually agreed time; and
(iii) all LEDI Software licensed under clause 7.2 will operate in accordance with the printed materials supplied with
that Software for the duration of the Warranty Period, and if a valid claim is made on this warranty LEDI will
replace or rectify any defects in such Software within a reasonable period of time,
provided that the Customer must notify LEDI of any claim during the relevant Warranty Period, with any such claim
to be made in accordance with the procedure in (and otherwise comply with) the Warranty & Support Terms (if
(b) In respect of any claim under LEDI Warranty, any Warranty Period will expire at the same time as the original
warranty of the Products that were replaced or resupplied (and any resupplied Services will not be subject to any
warranties under this Agreement save for the warranty in paragraph (a)(ii) above) and LEDI will not be responsible
for the costs of retrieving, reinstalling, removing, retesting or transporting any Products to or from the location where
the Products are located.
(c) LEDI will not be responsible for (and the LEDI Warranty will not apply to) any defect, inoperability or non-compliance
arising in connection with (or out of) any matters specifically excluded under the Warranty & Support Terms or any:
(i) failure of the Customer (or any End User) to comply with the obligations under this Agreement, any failure to
ensure that the Products are used, installed and stored in accordance with the instructions for operation, care,
maintenance or similar matters published by the LEDI or the manufacturer or otherwise in accordance with
generally accepted practices for such operation, care and maintenance;
(ii) abuse, misuse, negligence, errors or acts or omissions of any third party other than LEDI’s personnel, including
operating any Products despite any warnings or notifications as to potential errors published via any Software
or the Customer or End User not following a direction of LEDI that is recommended by LEDI;
(iii) modification, alteration, interference or installation of the Products (or any plant, equipment or hardware upon
which they were installed or any consumables used in same) by the Customer or any person other than LEDI
or its personnel, changing any software used in connection with the Products or any Specifications provided
by the Customer not being accurate; or
(iv) inappropriate environmental conditions in which the Products were installed or any Act of God, flood, fire, storm
(including storm surge), tempest, power failure, power surge, accidental breakage or other events outside of
LEDI’s reasonable control.
9.4 Limitation of liability
(a) Subject to paragraph (b) below and any express warranties contained in these Standard Terms (including the LEDI
Warranty), any other condition or warranty which would otherwise be implied in this Agreement which is capable of
being excluded is hereby excluded, and all information, specifications, designs and samples provided by LEDI in
relation to the Products are approximations only and small deviations or slight variations from them which do not
substantially affect the Customer's use of the Products will not entitle the Customer to reject the Products, or to
make any claim or seek to recover any Liabilities in respect of them.
(b) The Australian Consumer Law may give to the Customer certain guarantees. Where such guarantees apply to the
supply of Products and liability for breach of any such guarantee can be limited, LEDI’s liability (if any) arising from
any breach of those guarantees is limited with respect to:
(i) goods, at LEDI’s option, to the replacement of goods or the supply of equivalent goods, the repair of the goods,
the payment of the costs of replacing the goods or acquiring equivalent goods or the payment of the costs of
having the goods repaired; or
(ii) services, at LEDI’s option, to the supply of services again or cost of re-supplying the services again.
(c) To the extent the law permits, the Customer acknowledges and agrees that LEDI will not be liable to the Customer,
any End User or any third party or in respect of any direct, indirect, punitive, incidental, special, consequential
losses or damages (including damages for loss of use, data or profits) and that LEDI’s liability to the Customer in
connection with any breach of this Agreement (including any negligence on the part of LEDI or breach of any
applicable laws) will be limited to the Fees paid to LEDI in respect of the Products to which the event or circumstance
giving rise to the claim against LEDI relates (or such greater liability provided for in the Quote).
9.5 Returns
Without prejudice to any rights the Customer may have under the Australian Consumer Law (if any), LEDI may accept
the return of defective Products provided all of the following conditions are met:
Liddicoat Engineering Design & Innovation Pty Ltd – Standard Terms
Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725
Current at: March 2025 13
(a) all returns must be approved in writing by LEDI, and returned at the Customer’s cost (with all freight prepaid) in a
saleable condition (including with any brochures and original packaging), and returns will not be offered where the
Products are specifically purchased, manufactured, designed, machined or cut to size or are made in accordance
with the Customer’s Specifications; and
(b) the Customer’s rights in respect of the returned Products will be limited to a credit on future sales, replacement or
refund (including shipping costs) depending on the nature of the fault at LEDI’s discretion,
and following the return of the Products, LEDI may conduct further inspection and testing to determine whether the
Products are defective and if LEDI determines in its reasonable opinion that the Products in question are not faulty or
not eligible under the LEDI Warranty then LEDI may refuse the Customer’s return and send the Products back to the
Customer at the Customer’s cost (which will be charged to the Customer as an Additional Charge);
9.6 Risk
To the extent the law permits, the Customer indemnifies and must keep indemnified LEDI (including its related bodies
corporate and their respective officers, employees, contractors and agents) against any and all Liabilities incurred,
suffered or otherwise arising in connection with any:
(a) breach by the Customer (or any of its personnel) of its covenants in favour of LEDI, any LEDI Policies or any
provision of this Agreement (including any inaccuracy of the warranties provided by the Customer);
(b) any negligent or wilful act or omission by the Customer, any End User or their respective personnel or any End
User that causes personal injury (including death) or property damage; or
(c) any infringement of any third party’s rights (including any Intellectual Property Rights) the Customer, any End User
or their respective personnel from time to time.
9.7 Security
(a) Any of the Customer’s directors or representatives who sign any constituent part of this Agreement (including any
Quote) shall be considered ‘Guarantors’ for the purposes of this Agreement. In consideration of LEDI supplying
Products to the Customer from time to time at the request of each Guarantor, each Guarantor agrees to provide
the guarantees, indemnities and securities provided for in this Agreement.
(b) The Guarantor (and if more than one, jointly and severally) guarantee to LEDI the due payment and performance
of all of the obligations of the Customer under this Agreement and any other agreement between the Customer and
LEDI and indemnify and covenant to keep indemnified LEDI and LEDI’s employees, contractors, officers and agents
against any claims, damage, Liability or obligations (direct or indirect), which any of them may suffer, incur or sustain
by reason of the Customer’s failure to duly and punctually comply with any provision of this Agreement or any other
agreement between the Customer and LEDI (including any failure to pay monies owed to LEDI).
(c) The guarantee, undertaking and indemnity in the preceding clause is a continuing guarantee, undertaking and
indemnity and will extend to the ultimate balance of any sums payable by the Customer to LEDI, regardless of any
intermediate payment or discharge in whole or in part. If any payment to or any discharge, release or arrangement
given or entered into by LEDI is avoided, reduced or restored for any reason then the liability of the Customer and
any Guarantor shall continue, and any such obligation or security shall be reinstated and LEDI will be entitled to
recover the value or amount of the payment or security from the Customer and any Guarantor.
(d) The obligations of the Customer and any Guarantor under this Agreement will not be affected by an act, omission,
matter or thing which, but for this clause would reduce, release or prejudice any of LEDI’s rights or the Guarantor’s
obligations in connection with this Agreement including: (i) any time, waiver, other concession or consent granted
to the Customer; (ii) release or resignation of the Customer or any Guarantor; (iii) the taking, variation, compromise,
release of, refusal or neglect to perfect, execute, take up or enforce, any rights against, or security over assets of,
the Customer or any Guarantor or any non-observance of any requirement in respect of any instrument or any
failure to realise the full value of any security; (iv) any amendment, novation, supplement, extension, restatement
or replacement of any part or the whole of this Agreement or any other agreement with LEDI; (v) any
unenforceability, illegality or invalidity of any obligation of any person under any agreement; (vi) any insolvency or
similar proceedings; (vii) any part of this Agreement not being executed by or binding against the Customer, any
Guarantor or any other party; (viii) to the extent permitted by law, any thing whatsoever; or (ix) the assignment or
other dealing with this Agreement or any other agreement between the parties.
9.8 PPSA
(a) The Customer and any Guarantor grant charge and security interest in and over all of their respective:
(i) ‘Personal Property’, which means all present and after acquired personal property (as defined in the PPSA
and to which the PPSA applies) and all present and after acquired personal property (as defined in the PPSA
and to which the PPSA applies) in which the person has rights or is capable of granting a security interest from
time to time; and
(ii) ‘Other Property’, which means all present and after acquired rights and interest in land and any other property,
rights and interests that is not Personal Property from time to time,
(together the ‘Collateral’) by way of fixed charge in favour of LEDI to secure the due and punctual payment of all
monies that may be owing by the Customer or any Guarantor to LEDI from time to time and the due and punctual
performance of all of their respective obligations and covenants under this Agreement or otherwise.
Liddicoat Engineering Design & Innovation Pty Ltd – Standard Terms
Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725
Current at: March 2025 14
10. Confidentiality and IP
10.1 Confidentiality
Each party undertakes to keep confidential all Confidential Information relating to the other party and not to allow the
disclosure of such Confidential Information to any person except to the extent the other party has provided its prior
written consent or where such disclosure is reasonably necessary for the performance of the party’s obligations under
this Agreement or to enforce its rights. The preceding restrictions will not apply after (and to the extent) information
becomes generally available to the public (other than as a result of a breach of obligations of confidence), where
disclosure is made to the party’s solicitors or advisers bound by obligations of confidentiality or where such disclosure
is required by law, court order or the rules of a recognised stock exchange (provided the party first provides reasonable
notice of the intention to disclose and only discloses the minimal amount of information to comply with those
requirements). Any obligations imposed on the parties under any previous non-disclosure or confidentiality agreement
will survive this Agreement and will continue to bind the parties.
10.2 Intellectual Property Rights
(a) Subject to the following provisions of this clause 10.2, all Background IP of a party remains vested in the owner of
the Background IP. To the extent a party makes available any of its Background IP to the other party for the
purposes of performing this Agreement, the other party is granted a royalty free, non-exclusive and revocable
licence to use that Background IP to the extent necessary for the performance of this Agreement, save that in
respect of:
(i) the licence granted to LEDI, the licence will also extend to any information, data, results, reports or other
material collected via the Software or other Products for the purposes of enabling LEDI to enhance or expand
its products, software and services, to improve any support Services and for analytics purposes (subject to
LEDI’s obligations of confidentiality);
(ii) the licence granted to the Customer, the licence does not apply to any Software (as such Software is subject
to the licences in the other provisions of these Standard Terms and the Software T&Cs) and the licence is
subject to (and conditional upon) the Customer paying for all Products in full and complying with the terms of
this Agreement.
(b) LEDI remains the absolute owner (and ownership will vest in LEDI upon creation) of all Intellectual Property Rights
that are used or created in connection with this Agreement, those in respect of the Products, any documentation
provided or made available by LEDI (including via the Website), the underlying infrastructure to support any
Software and any databases or similar material created in providing the Products. This Agreement does not grant
the Customer any title, interest or rights (including any Intellectual Property Rights) in or to any of the foregoing (or
any Modifications), except for the restricted rights expressly provided for in this Agreement.
(c) LEDI’s ownership under paragraph (b) above extends to any work based on or incorporating all or any portion of
the Products, including modifications, enhancements and customisations of the Products (whether developed by
LEDI, the Customer, the End User or a third party on either such party’s behalf or any combination of such parties)
(together Modifications), and the Customer hereby assigns to LEDI all right, title and interest in the Intellectual
Property Rights embodied in any Modifications. To the extent they are not assignable, LEDI is granted an exclusive,
royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense) of any Intellectual
Property Rights in the Modifications to use, disclose, reproduce, license, sell, offer for sale, distribute, import and
otherwise exploit the Modifications in LEDI’s discretion, without restriction or obligation of any kind or nature.
(d) In using the Products, the Customer or an End User may transmit and upload data to LEDI’s systems and
infrastructure via the Software or by providing same to LEDI (Customer Data). Any Customer Data will remain
owned by the Customer or the End User (as the case may be). However, any data or analysis that is produced or
outputted by the Software will be owned by LEDI and the Customer will have a royalty free, non-exclusive,
irrevocable and perpetual licence to utilise such data for its business purposes.
10.3 Feedback
The Customer may, from time to time, provide suggestions, enhancement or feature requests or other feedback to LEDI
with respect to the Products including the Software or related documentation (together the Feedback). All Feedback is
given by Customer voluntarily and LEDI will be free to use, disclose, reproduce, license or otherwise distribute and
exploit the Feedback in its discretion (including by incorporating the Feedback into its product offerings), without
attribution and without restriction or obligation of any kind (or the need for LEDI or any third party to pay the Customer
or any third party any royalties or other fees of any kind). Feedback, even if designated as confidential by Customer, will
not create any obligation of confidentiality for LEDI, unless LEDI expressly agrees so in writing.
11. Termination
11.1 Termination due to breach
A party (Innocent Party) may terminate this Agreement by notice in writing to the other party (Defaulting Party) if:
(a) the Defaulting Party breaches any provision of this Agreement, and the breach is either incapable of remedy or is
not remedied to the reasonable satisfaction of the Innocent Party within 60 days of the Innocent Party providing
written notice of the breach; or
(b) the Defaulting Party is insolvent or presumed to be insolvent, commits an act of bankruptcy or is declared bankrupt
(as those terms as defined in the Bankruptcy Act 1966 (Cth), has any creditors, debtors or similar petition relating
Liddicoat Engineering Design & Innovation Pty Ltd – Standard Terms
Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725
Current at: March 2025 15
to insolvency presented against it, or is subject to any form of insolvency proceedings, external administration or
similar court or voluntary process (including any liquidation, administration, deed or scheme of company
arrangement).
11.2 Termination for convenience
Either party may terminate this Agreement or any arrangement for the supply of particular Products by giving not less
than 3 months’ written notice to the other party.
11.3 Consequences of termination
(a) The termination of this Agreement is without prejudice to any rights that LEDI may have at law or statute (which are
hereby expressly preserved) and upon termination all monies owing to LEDI (whether due for payment or not) will
become immediately due for payment. Further, where applicable, clause 3.1(e) will apply.
(b) Unless the Software T&Cs expressly provide to the contrary or in respect of any firmware imbedded in Goods that
LEDI has supplied and have been paid for in full, upon termination of this Agreement any licence or rights that the
Customer (or any End User) may have had in respect of the Software will immediately cease.
(c) Any obligations of the Customer, or rights of LEDI, under or in connection with this Agreement that expressly or
impliedly survive the termination of this Agreement (or are capable of surviving) will continue in full force and effect
(including any provisions in respect of LEDI’s Intellectual Property Rights, obligations of confidentiality and
restrictions on use of the Software).
12. General
12.1 Assignment
The Customer must not assign or otherwise deal with any of its rights or obligations under this Agreement without the
prior written consent of LEDI. LEDI may assign or otherwise deal with any of its rights or obligations under this
Agreement without the Customer’s consent (including by subcontracting LEDI’s obligations, but any such subcontracting
will not relieve LEDI from its obligations under this Agreement). LEDI may, by notice to the Customer, transfer or novate
this Agreement (and all of the parties’ respective rights and obligations in connection with this Agreement) to any related
body corporate of LEDI from time to time and upon such notice being given LEDI will be released from its obligations
owed to the Customer and such obligations will be assumed by the entity specified in the notice.
12.2 Dispute resolution
Except where a party seeks urgent interlocutory, injunctive or other declaratory relief or where the other party has not
complied with this clause, each party agrees that prior to commencing any court proceedings in respect of any dispute
or difference arising out of this Agreement (Dispute) it will first give notice of the Dispute to the other party invoking the
procedure in this clause and describing the nature of the Dispute. Within 14 days of receipt of such notice, the parties’
nominated representatives will meet in an effort to resolve the Dispute in good faith and if the Dispute is not resolved
then the parties may commence court proceedings in respect of the Dispute.
12.3 Variation and waiver
Any variations to this Agreement will not have any effect whatsoever unless in writing and signed by LEDI. Any failure
of LEDI to exercise any or all of its rights or powers under this Agreement at any time and for any period of time shall
not constitute a waiver of any of LEDI’s rights or powers arising pursuant to this Agreement.
12.4 Further assurances
The Customer and Guarantor must upon request and at its own expense promptly do everything reasonably necessary
(including executing further documents) to give full effect to this document and the transactions contemplated by it
(including in order to give effect to the assignment, licensing or ownership of LEDI’s Intellectual Property Rights), to
verify that the Customer is complying with its obligations in connection with this Agreement and in order to give effect to
LEDI’s rights (and the Customer’s obligations) in connection with this Agreement, any security and any Products
(including in order to give effect to the assignment, licensing or ownership of LEDI’s Intellectual Property Rights).
12.5 Updates to Standard Terms
To the extent the law permits, LEDI may amend these Standard Terms, the Software T&Cs, and the Warranty & Support
Terms from time to time and will notify the Customer of the amendments by publishing the amended documents on its
Website or by written notice to the Customer, and the amended terms will apply to any Quotes provided after such notice
(or any Products so provided if there is no Quote) and any variations to the Products the subject of existing Quotes.
12.6 Payments
All monies are payable to LEDI at its principal place of business in the manner LEDI reasonably requires from time to
time in full without deduction, set-off or counterclaim (save to the extent that the Australian Consumer Law gives the
Customer rights to the contrary). LEDI may apply any payment received from the Customer to any amount owing or
payable by the Customer to LEDI from time to time on any account whatsoever. A statement in writing signed by an
authorised officer of LEDI from time to time setting out the moneys due or owing to LEDI at the date of the statement
shall be sufficient evidence of the amount so due or owing until the contrary is proven.
12.7 Force Majeure
If the performance of this Agreement or any obligation under it (except for any obligation to pay) is prevented, restricted,
interfered with or materially prejudiced by reason of circumstances beyond the reasonable control of the party obliged
Liddicoat Engineering Design & Innovation Pty Ltd – Standard Terms
Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725
Current at: March 2025 16
to perform it (including any Act of God, act of any governmental or competent authority, a pandemic or government
response to a pandemic, the imposition of any new taxes, excise fees, tariffs or other mandatory charges or an increase
in same, default of any suppliers under any contract to which LEDI is a party or seizure or stoppage of goods in transit),
the party so affected (upon giving prompt notice to the other party) shall be excused from performance to the extent of
the prevention, restriction or interference, but the party so affected shall use its best endeavours to avoid or remove the
causes of non-performance and shall continue performance under this Agreement with the utmost despatch whenever
such causes are removed or diminished. If the Customer is the party affected by the event of force majeure and that
results in LEDI being unable to meet any timeframe for the provision of the Products, then LEDI will be entitled to a
reasonable extension of the timeframe and may impose an Additional Charge for increased costs or other matters. If
such causes are not reasonably able to be overcome, then the parties will negotiate in good faith alternative
arrangements for the performance of this Agreement.
12.8 Whole agreement
To the extent the law permits, this Agreement represents all the terms and conditions between the parties, and the
Customer acknowledges that it has not entered into this Agreement (or accepted any Quote) in reliance on, or as a
result of, any promise, representation, statement, conduct or inducement of any kind relating to any matter in connection
with this Agreement from LEDI or its agents and that no other terms or conditions (including those contained in any
document submitted by the Customer) will apply to the supply of any Products nor will it impose any obligations on LEDI,
except where terms and conditions form part of this Agreement. The parties agree that the United Nations Convention
on Contracts for the International Sale of Products does not apply to this Agreement or the supply of any Products.
12.9 Severance
If a provision of this Agreement is not permitted by law (Void Term), then the Void Term shall be read down to the extent
required to ensure it is enforceable; if the Void Term is unenforceable due to it imposing liability on the Customer, the
Customer shall be liable to the extent the Customer caused or contributed to the liability; if the Void Term is
unenforceable due to releasing LEDI from an obligation, LEDI will still be liable to perform the obligation to the extent
LEDI either caused or contributed to the obligation being breached. If the foregoing does not cure the invalidity or
unenforceability, this Agreement does not include the Void Term and the remainder of this Agreement continues in full
force.
12.10 Governing Law
This Agreement is governed by the laws of Queensland and each party irrevocably submits to the non-exclusive
jurisdiction of the courts of Queensland.
12.11 Discretion
Where this Agreement allows LEDI a discretion or power (including where ‘may’ is used), the discretion or power may
be exercised in LEDI’s absolute discretion, without giving reasons and may be conditional. Where this Agreement
requires LEDI to agree to something or LEDI’s consent to be obtained, the agreement must be in writing by a duly
authorised representative of LEDI and the consent must be prior written consent.
12.12 Interpretation
In this Agreement:
(a) headings used in these Standard Terms are for convenience only and do not affect interpretation of these Standard
Terms;
(b) the provisions of this Agreement must not be construed to the disadvantage of a party merely because that party
or its advisers were responsible for proposing or preparing this Agreement;
(c) where these Standard Terms use the expression ‘generally’ by reference to any matter, the matter stated in these
Standard Terms will apply unless the Quote expressly provides to the contrary;
(d) a reference to a ‘Liability’ includes any cost, loss, liability, charge (government or otherwise), tax, duty, penalty, fine,
expense (including solicitors’ fees on a full indemnity basis), demand, proceeding, suit, action or cause of action,
whether arising in contract, tort (including negligence), under statute or otherwise, of whatever nature, known or
unknown, liquidated or unliquidated, actual or contingent;
(e) an obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly
and severally;
(f) the words ‘includes’, ‘including’, are not words of limitation nor does the incorporation of more than one obligation
limit any other obligation contained in that provision;
(g) where an expression is defined, another part of speech or grammatical form of that expression have a
corresponding meaning;
(h) the singular includes the plural and vice versa, words importing a gender include every other gender and a reference
to a person includes a corporation, trust, partnership, unincorporated body, government agency, or other entity
whether or not it comprises a separate legal entity;
(i) a reference to a party includes the party’s executors, administrators, successors, permitted substitutes, permitted
assigns and, in the case of a trustee, includes any substituted or additional trustee; and
Liddicoat Engineering Design & Innovation Pty Ltd – Standard Terms
Liddicoat Engineering Design & Innovation Pty Ltd ABN 26 664 362 725
Current at: March 2025 17
(j) a reference to a document includes any agreement or other legally enforceable arrangement created by it (whether
an agreement, deed or otherwise) and includes any variation, replacement or novation of it.