1. AGREEMENT
1.1 Unless otherwise agreed in writing by the General Manager of Lightspeed Electrical PTY Limited (LS), the Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions on all Goods (including materials and equipment), Services and Projects supplied, which shall include:
(a) The proposal or quote provided by LS
(b) The Scope Definition Statement
(c) These Terms and Conditions
(d) Each Purchase Order submitted by the Customer and Accepted by LS.
1.2 None of LS’s agents or representatives are authorised to make any representations, statements, conditions, or agreements not expressed by the General Manager of LS in writing nor is LS bound by any such unauthorised statements.
1.3 The Customer shall give LS not less than fourteen (14) days prior written notice of any proposed changes to the Customer’s trading validity, including but not limited to:
(a) contact details
(b) business structure or business practice
(c) going into liquidation or undergoing receivership of any part of its assets
(d) entering a scheme of arrangement with creditors, legal proceedings or suffers any other form of external administration
The Customer, or its resultant nominee, shall be liable for any loss incurred by LS resulting from the Customer’s failure to comply with this clause1.3.
1.4 Goods supplied by LS shall constitute acceptance of the terms and conditions contained herein.
1.5 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.
1.6 Upon acceptance of these terms and conditions by the Customer/s, the terms and conditions are binding and can only be amended with the written consent of LS.
2. DEFINITIONS
2.1 “LS” means Lightspeed Electrical Pty Limited its successors and assigns or any person acting on behalf of and with the authority of LS Pty Limited.
2.2 “Customer” means the Customer (or any person acting on behalf of and with the authority of the Customer) as described on any quotation, work authorisation or other form as provided by LS to the Customer.
2.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis.
2.4 “Goods” means Goods supplied by LS to the Customer (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by LS to the Customer.
2.5 “Services” means all services supplied by LS to the Customer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
2.6 “Price” means the Price payable for the Goods as agreed between LS and the Customer in accordance with clause 13 of this contract.
2.7 “Variation” means changes to the original scope of works, including changes that are beyond the control of LS such as staggered timelines rather than continuous working days, delayed building works, change in equipment schedule, damage, or interference of installed equipment by others, or any other circumstances beyond the control of LS. It also includes expenses which arise from hidden or unknown contingences found at the job site that were not observable at the time of the site inspection, or were not clearly communicated by the Customer during initial discussions regarding job specifications to be included in the original quotation.
2.8 “Site” means the premises or location where Goods or Services are to be delivered.
3. AUSTRALIAN CONSUMER LAW (ACL) and FAIR TRADING ACTS (FTA)
3.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the ACL or the FTA in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.
4. DELIVERY, RISK, AND TITLE
4.1 LS will arrange for delivery of Goods to the Delivery Point. Risk of any loss or damage to the Good passes to the Customer upon delivery to the Customer at the Delivery Point. The Customer must take delivery by receipt or collection of the products whenever they are tendered for delivery. If the Customer is unable to take delivery of the products as arranged, then LS shall be entitled to charge a reasonable fee for redelivery/ storage.
4.2 If the Customer requests LS to leave products outside the Customer’s premises for collection or to deliver the products to an unattended location then such products shall be left at the Customer’s sole risk.
4.3 The Customer agrees that title in products does not pass to the Customer until:
(a) the Customer has made payment in full for the products and
(b) the Customer has met all other obligations due by the Customer to LS in respect of all contracts between LS and the Customer.
4.4 If in the event the Customer holds the benefit of the Customer’s insurance of the products on trust for LS, the Customer must pay to LS the proceeds of any insurance in the event of the products being lost, damaged or destroyed.
4.5 It is further agreed that:
(a) where practicable the Goods shall be kept separate and identifiable until LS shall have received payment and all other obligations of the Customer are met; and
(b) until such time as ownership of the Goods shall pass from LS to the Customer, LS may give notice in writing to the Customer to return the Goods or any of them to LS. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and
(c) LS shall have the right of stopping the Goods in transit whether or not delivery has been made; and
(d) if the Customer fails to return the Goods to LS then the Customer irrevocably authorises LS or LS’s agent to enter upon and into land and premises owned, occupied, or used by the Customer, or any premises as the invitee of the Customer, where the Goods are situated and to take possession of the Goods; and
(e) the Customer is only a Bailee of the Goods and until such time as LS has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Customer owes to LS for the Goods, on trust for LS; and
(f) the Customer shall not deal with the money of LS in any way which may be adverse to LS; and
(g) the Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of LS; and
(h) LS can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer; and
(i) until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other Goods, the parties agree that LS will be the owner of the end Goods, otherwise known as ‘the secured property’.
(j) until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other Goods, the parties agree that LS will be the owner of the end Goods, otherwise known as ‘the secured property’.
4.6 The failure of LS to deliver shall not entitle either party to treat this contract as repudiated.
4.7 LS shall not be liable for any loss or damage whatever due to failure by LS to deliver the Goods (or any of them) promptly or at all where due to circumstances beyond the control of LS.
4.8 LS shall not be held responsible for any damage to the Goods caused by outside agents. Where the Customer requests LS to repair such damage then LS reserves the right to charge the Customer for any costs incurred in rectifying such damage.
5. PERSONAL PROPERTY AND SECURITIES REGISTER
5.1 The Customer acknowledges that pursuant to these terms and conditions they grant to LS a Security Interest in the Secured Property and, for avoidance of doubt, the proceeds of sale of the Secured Property for the purposes of the PPSA:
(a) The Customer consents to LS effecting a registration on the PPSR in relation to the Security Interest arising out of or in connection with these terms and conditions and the Customer agrees to provide all assistance required by LS to facilitate this.
(b) The Customer acknowledges and agrees that in relation to the part of the Secured Property that is inventory, the Customer will not allow any Security Interest to arise in respect of that Secured Property unless LS has perfected its Security Interest in the Secured Property prior to the Customer’s possession of the Secured Property.
(c) If the Customer makes payment to LS at any time whether in connection with these terms and conditions or otherwise LS may, at its absolute discretion, apply that payment in any manner it sees fit.
(d) The Customer agrees to immediately notify LS of any changes to its name or address.
(e) The Customer agrees to do anything LS requests the Customer to do: to provide more effective security over the Secured Property; to register in respect of a Security Interest constituted by these terms and conditions at any time; to enable LS to exercise its rights in connection with the Secured Property; and to show LS whether the Customer has complied with these terms and conditions.
(f) The Customer shall pay on demand any losses arising from, and any costs and expenses incurred in connection with, any action taken by LS under or in relation to the PPSA, including any registration, or any response to an amendment, demand or a request under section 275 of the PPSA.
(g) Any notices or documents which are required or permitted to be given to LS for the purposes of the PPSA must be given in accordance with the PPSA.
(h) The Customer waives the right to receive any notice under the PPSA (including notice of a verification statement (unless the notice is required by the PPSA and cannot be excluded.
6. SERVICES
6.1 LS will provide suitably qualified, experienced, and competent personnel to carry out the Services and related tasks in accordance with these Terms and Conditions and any Specifications in a professional manner with due skill and care.
6.2 LS will follow all reasonable directions provided by the Customer when delivering the Services that are necessary and incidental to the performance of the Services under this Agreement.
6.3 LS will ensure the Services are provided in accordance with all applicable laws, regulations, and general industry practice.
6.4 The Customer will ensure that it is authorised to occupy the Site and obtain the Service.
6.5 If LS is to perform Services on Site, then the Customer will:
(a) ensure LS has clear and free access to the Site and other associated necessary facilities to allow LS to perform its obligations under this Agreement. LS reserves the right to charge the Customer for any costs incurred resulting from the Customer’s failure to comply with this clause
(b) in a timely manner, to avoid any delay to LS, provide all information, approvals, permits, authorisations, licenses, customs clearances, instructions, materials, civil works, reports, drawings, geotechnical and survey information, and other things that may be required in relation to the performance of LS’s obligations and which are not expressly stated to be LS’s responsibility
(c) ensure the Site is safe and that all facilities provided by the Customer for the purposes of enabling the Service to be performed are also safe.
6.6 The Services commencement date will be put back and/or the completion date extended by whatever time is reasonable if LS claims an extension of time (by giving the Customer written notice) where an event beyond LS’s control delays completion, including but not limited to any failure by the Customer to:
(a) select Goods or settle the scope of works for the Services
(b) have the site ready for the Services
(c) notify LS that the Site is ready for the Service
Any time or date given by LS to the Customer is an estimate only. The Customer must still accept delivery of the Goods even if late and LS will not be liable for any loss or damage incurred by the Customer resulting from the delivery being late.
6.7 LS shall, unless expressly agreed in writing, be entitled to rely on the accuracy of any plans, specifications and other information provided by the Customer. It is the Customer’s responsibility to verify the accuracy of the measurements and quantities and the Customer acknowledges and agrees that if any of this information provided by the Customer is inaccurate, LS accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications, or other information.
6.8 The Customer shall inspect the Services on completion and shall within thirty (30) days notify LS of any alleged defect, shortage in quantity, damage, or failure to comply with the description or quote. The Customer shall afford LS an opportunity to inspect the Services within a reasonable time following notification. If the Customer fails to comply with these provisions, the Services shall be presumed to be free from any defect or damage. For defective Services, which LS has agreed in writing that the Customer is entitled to reject, LS’s liability is limited to either (at LS’s discretion) replacing the Services or repairing the Services.
7. VARIATIONS
7.1 LS reserves the right to change the Price in the event of a Variation to the original quotation.
7.2 All Customer requests for any changes, additions, or Variations outside the original agreement, proposal, or scope of Work yet to be undertaken hereunder must be made in writing as a variation request and signed in agreement by both parties.
7.3 Written Variations requested by LS occur in the event of
(a) unforeseeable problems with the Site that are only revealed when undertaking the Services and LS considers should be rectified for the safe completion of the Services
(b) LS being instructed to undertake extra Services by any person with jurisdiction, then LS may carry out any Services needed to fix any such problem/s or carry out any such instructions. Any such additional Services necessary are to be treated as a Variation.
LS must obtain written acceptance by the Customer of any Variation submitted by LS before commencing Work on the Variation.
7.4 If a Price is not agreed upon then the Customer will be charged at LS’s actual cost plus twenty-five percent (25%) for the Services.
8. WARRANTY
8.1 Subject to the conditions of warranty set out in clause 8.2, LS warrants that if any defect in any workmanship of LS becomes apparent and is reported to LS in writing within twelve (12) months of the date of delivery (time being of the essence) then LS will either (at the LS’s sole discretion) replace or remedy the workmanship.
8.2 The conditions applicable to the warranty given by clause 8 are:
(a) the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
(i) failure on the part of the Customer to properly maintain any Goods; or
(ii) failure on the part of the Customer to follow any instructions or guidelines provided by LS; or
(iii) any use of any Goods otherwise than for any application specified on a quote or order form; or
(iv) the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
(v) fair wear and tear, any accident, or an act of God.
(b) the warranty shall cease and LS shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without the LS’s consent.
(c) in respect of all claims LS shall not be liable to compensate the Customer for any delay in either replacing or remedying the workmanship or in properly assessing the Customer’s claim.
8.3 For Goods not manufactured by LS, the warranty shall be the current warranty provided by the manufacturer of the Goods. LS shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
9. INTELLECTUAL PROPERTY
9.1 Where LS has designed, drawn or written Goods for the Customer, then the copyright in those designs and drawings and documents shall remain vested in LS, and shall only be used by the Customer with LS written approval.
9.2 The Customer warrants that all designs or instructions provided to LS will not cause LS to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify LS against any action taken by a third party against LS in respect of any such infringement.
10. DEFECTS
10.1 The Customer shall inspect the Goods on delivery and shall within fourteen (14) days of delivery (time being of the essence) notify LS of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford the LS an opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which LS has agreed in writing that the Customer is entitled to reject, the LS’s liability is limited to either (at LS’s discretion) replacing the Goods or repairing the Goods except where the Customer has acquired Goods as a consumer within the meaning of the ACL (CWlth) or the Fair Trading Acts of the relevant state or territories of Australia, and is therefore also entitled to, at the consumer’s discretion either a refund of the purchase Price of the Goods, or repair of the Goods, or replacement of the Goods.
10.2 Goods will not be accepted for return other than in accordance with 10.1 above.
11. DISPUTES
11.1 If a dispute arises between the parties to this Agreement then either party shall send to the other party a notice of dispute in writing adequately identifying and providing details of the dispute. The parties will attempt, in good faith, to resolve all disputes, disagreements or claims between them. The preferred method of determination of unresolved disputes shall be by amicable agreement at the senior management level of the Customer and LS. If the dispute cannot be resolved either party may by further notice in writing refer such dispute to arbitration in accordance with the Institute of Arbitrators Australia Rules for the Conduct of Commercial Arbitration.
12. WORKPLACE HEALTH AND SAFETY
12.1 LS will ensure that in performing Services it uses safe and proper procedures and practices and that all its employees are properly trained and supervised and observe all proper safety practices. LS shall provide appropriate protective equipment, materials or clothing as required and will ensure that these are used at all relevant times.
12.2 LS will have current Workers’ Compensation insurance and will, on request with prior notice, provide evidence to the Customer of its currency.
12.3 The Customer agrees that the site will comply with any relevant work health and safety laws and any other relevant safety standards or legislation.
12.4 The Customer acknowledges that if asbestos or any other toxic substances are discovered at the work site that it is the Customer’s responsibility to ensure the safe removal of the same. Under no circumstances will LS handle removal of asbestos product. The Customer further agrees to indemnify LS against any costs incurred by LS because of such discovery.
12.5 LS shall notify the Customer immediately if for any reason, LS or its employees reasonably form the opinion that the Customer’s Site are not safe for the installation of Goods to proceed. LS shall be entitled to delay installation of the Goods and will resume once the existing condition has been rectified and made safe. The Customer accepts and agrees that a Variation shall apply to cover any costs associated with the rectification Services including any Goods and labour.
12.6 All work will be tested to ensure that it is electrically safe and is in accordance with the wiring rules and other standards applying to the electrical installation under the relevant Electrical Safety Regulations.
13. QUOTES, PRICE AND PAYMENT
13.1 At LS’s sole discretion, the Price shall be either:
(a) as indicated on invoices provided by LS to the Customer in respect of Goods supplied; or
(b) a quote provided by LS will remain valid for thirty (30) days unless otherwise expressly stated and will be binding on both parties, provided that the Customer has accepted the quotation in writing within that period. Acceptance may be in various forms, including but not limited to the supply of a Purchase Order.
13.2 The Purchase Order Price is based on the value of Goods and Services to be provided and may also include (but is not limited to) import duty, freight, insurance, currency exchange rates and or various statutory obligations ruling at the date of quotation.
13.3 On expiry of the quote validity period, if the Customer wishes to proceed, a quote revision will need to be provided prior to LS undertaking the Service or providing the Goods.
13.4 Unless otherwise expressed in writing all Prices quoted are in Australian Dollars exclusive of GST.
13.5 If the Customer is a new Customer to LS, upon acceptance of a proposal or quote, the Customer must complete an Application for Credit as per LS’s internal Policies and Procedures.
13.6 LS reserves the right to refuse, reject or deny Credit Accounts to Customers and is not required to disclose the reason for doing so.
13.7 At LS’s sole discretion a non-refundable deposit may be required as security and will be deducted from the final invoice amount.
13.8 At LS’s sole discretion, LS may issue progress claims on or from the 15th day of each month and on or from the last day of each month.
13.9 LS will issue a tax invoice for the Goods and Services setting out the Services performed, including any Variation if applicable.
13.10 Receipt by LS of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then LS’s ownership or rights in respect of the Goods shall continue.
13.11 LS terms are NETT and due for payment within fourteen (14) calendar days from date of invoice.
13.12 Payment of LS’s tax invoice shall be by Direct Electronic Transfer or Credit card (2.6% Surcharge) to LS’s nominated bank account.
13.13 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and one half percent (2.5%) per calendar month and such interest shall compound monthly at such a rate after as well as before any judgment.
13.14 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify LS from and against all costs and disbursements incurred by LS in pursuing the debt including legal costs on a solicitor and own client basis and LS’s collection agency costs.
13.15 13.15Without prejudice to any other remedies LS may have, if at any time the Customer is in breach of any obligation (including those relating to payment), LS may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions. LS will not be liable to the Customer for any loss or damage the Customer suffers because LS has exercised its rights under this clause.
13.16 Without prejudice to LS’s other remedies at law LS shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to LS shall, whether or not due for payment, become immediately payable in the event that:
(a) any money payable to LS becomes overdue, or in LS’s opinion the Customer will be unable to meet its payments as they fall due; or
(b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
14. BUILDING AND CONSTRUCTION INDUSTRY SECURITY OF PAYMENTS ACT 1999 (NSW)
14.1 At LS’s sole discretion, if there are any disputes or claims for unpaid Goods and/or Services then the provisions of the Building and Construction Industry Security of Payments Act 1999 may apply.
14.2 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Building and Construction Industry Security of Payments Act 1999 of NSW, except to the extent permitted by the Act where applicable.
15. SECURITY & CHARGE
15.1 Despite anything to the contrary contained herein or any other rights which LS may have howsoever:
(a) where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interests in the said land, realty or any other asset to LS or LS’s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Customer and/or the Guarantor acknowledge and agree that LS (or the LS’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.
(b) should LS elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer and/or Guarantor shall indemnify the LS from and against all the LS’s costs and disbursements including legal costs on a solicitor and own client basis.
(c) the Customer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint LS or the LS’s nominee as the Customer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 15.1.
16. CANCELLATION OR TERMINATION
16.1 Should the Customer cancel the contract or agreement with LS after it has been accepted, the Customer agrees it shall be held liable for any related costs incurred by LS in relation to the provision of the Services and/or provision of Goods up to the point of cancellation including but not limited to restocking fees, non-recoverable freight charges, cost of permits and approvals, design and drafting expenses and labour.
16.2 LS may cancel any contract or agreement to which these terms and conditions apply or any delivery of Goods or Services at any time before they are delivered by giving written notice to the Customer, and:
(a) LS shall repay any prepaid money or money received in advance by the Customer for the Goods and Services that have not yet been provided.
(b) LS shall not be liable for any loss or damage whatsoever arising from such cancellation or Force Majeure (17)
(c) The Customer shall pay LS the portion of Goods and Services completed, chargeable as per the contract Price, up to the date of termination.
16.3 In the event that the Customer cancels delivery of Goods the Customer shall be liable for any loss incurred by LS (including, but not limited to, any loss of profits) up to the time of cancellation.
17. FORCE MAJEURE
Notwithstanding anything herein contained LS shall not be held responsible for any loss, damage or delay caused by war, strikes, lockouts, other industrial action, shortage hindrance delay or inability to obtain materials or labour, fire, flood, or drought or by any other cause beyond LS’s control. In the event of any such causes LS may notify the Customer in writing of the termination of our contract as per clause 16 of this Agreement.
18. GENERAL
18.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
18.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales and are subject to the jurisdiction of the courts of New South Wales.
18.3 The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by LS.
18.4 LS may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
18.5 The Customer agrees that LS may review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which LS notifies the Customer of such change in accordance with clause 1.1.
18.6 The failure by LS to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect LS’s right to subsequently enforce that provision.
19. CONFIDENTIALITY AND PRIVACY
19.1 Unless written consent is obtained, each party agrees to hold in strict confidence all Confidential Information and not to disclose, permit or cause the disclosure of any Confidential Information to any person except to the extent necessary for the performance of that Party’s obligations under the Agreement. Breaches must be notified in writing by the breaching Party to the affected Party.
19.2 Each Party agrees to comply with its obligations under the Privacy Act in respect of Personal Information obtained by or disclosed to it pursuant to this Agreement.
19.3 The Customer and/or the Guarantor/s agree that LS may exchange information about the Customer and the Guarantor/s with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency for the following purposes:
(a) to assess an application by Customer; and/or
(b) to notify other credit providers of a default by the Customer; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or
(d) to assess the credit worthiness of Customer and/or Guarantor/s.
19.4 The Customer consents to LS being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
19.5 LS may, at its discretion, apply for trade credit insurance on the Customer’s account at LS’s cost.
20. LIMITATION OF LIABILITY
20.1 The Customer acknowledges and agrees that LS has no liability in contract, tort (including negligence or breach of statutory duty), by statute or otherwise for loss or damage (whether direct or indirect) of profits, opportunity, revenue, goodwill, bargain, production, contracts, business or anticipated savings, corruption, or destruction of data or for any indirect, special, or consequential loss, or damage whatsoever.
20.2 To the fullest extent permissible by law, LS’s total liability under any contract and this Agreement shall not exceed the total dollar amount of the Goods and/or Services purchased by the Customer under the contract or the proceeds from any applicable insurances, whichever the lower amount.
20.3 Any liquidated or ascertained damages shall be limited to 2.5% of the Purchase Order value.
End of Terms & Conditions of Sale