Terms & Condition

Lusion Pty Limited ACN 22 602 225 954
Terms and Conditions of Sale – (from December 2015)
Unless otherwise stated by the Company in writing, the Company’s General Condition of Sales are as follows:

1. General
a. No general terms or conditions of the Buyer shall apply under any circumstances (including any general terms or conditions which the Buyer purports to apply under any order, acceptance of order, specifications or other documents), unless expressly agreed by Lusion Pty Limited (“Lusion”) in writing.
b. These Conditions shall apply to all business dealings by Lusion. Variation to these Conditions shall have no effect unless expressly agreed in writing by Lusion.
c. If there is conflict between these Conditions and a specific Contract entered into between Lusion and the Buyer, the provisions of such specific Contract shall prevail, unless the Contract recognises the differences and clearly indicates that these Conditions shall prevail.
2. Order and Confirmation
a. Lusion’s quotation is open within the period stated in the quotation or when no such period is stated, within thirty (30) days from the date of the quotation, but Lusion may withdraw or revoke any quotation at any time prior to Lusion’s confirmation of Buyer’s Order.
b. The Buyer shall send orders (“Orders”) to Lusion in writing, listing the following items: type/s of goods, quantity of Order, applicable unit price, total price in the Order and time, place and conditions of delivery. Each Order may contain only one place of delivery unless specifically requested for in the Order and confirmed by Lusion either by way of written confirmation or making delivery of Goods. The Buyer shall ensure that all information given in the Order is correct, and shall be liable for any wrong information given in an Order.
c. An Order shall be deemed as confirmed by Lusion (“Confirmed Orders”) if it is confirmed by Lusion in writing (“Order Confirmation”) or Lusion has delivered the Goods to the Buyer according to such Order.
d. An Order shall have no binding effect to Lusion unless it is confirmed by Lusion. If Lusion disagrees with certain items contained in the Order, the Buyer and Lusion shall discuss if good faith and resolve the differences so that the Buyer may resend a final Order for Lusion to accept without any deviation. Alternatively, Lusion may issue an Order Confirmation with terms different from the initial Order for the Buyer to further accept.
e. Unless otherwise stated agreed, the minimum order value is AUD200. A surcharge of AUD15 will apply to an Order if its value is less than AUD200.
f. The Buyer may cancel an Order in writing if such a cancellation is accepted by Lusion in writing and the Buyer agrees to reimburse Lusion for any costs or loss (including but not limited to loss of profit) incurred in connection with such cancellation.
g. All Orders/Order Confirmations are governed by the Contract and the Conditions, whether they are mentioned in the Orders/Order Confirmation.
3. Delivery
a. Unless otherwise agreed in writing between the Buyer and Lusion, the Goods shall be delivered according to the terms as specified in the Confirmed Order.
b. Goods offered ex-local warehouse are subject to prior sale (in other words the stock of the Goods offered for sale is subject to any sales that the Buyer has committed to sell to a third party prior to the time of the Order Confirmation). Any delivery time stated in the Order by the Buyer or the Order Confirmation by Lusion is only an estimate and shall not be binding on Lusion. The Buyer shall accept and pay for Goods if and when tendered notwithstanding any failure by Lusion to deliver by the delivery time as specified in the Order or the Order Confirmation.
c. Risk of Loss shall be transferred to the Buyer upon delivery or after fourteen days from the date of notification by Lusion to the Buyer that the Goods are ready for delivery where initial delivery time is delayed.
d. The method of transportation will be at the selection of Lusion. Lusion may deliver the Goods by instalments. If deliveries are made by instalments the Buyer shall not be entitled to terminate or cancel the Order of the Contract unless agreed by Lusion in writing.
e. Unless otherwise stated in writing, the Goods shall be delivered ex-works (ie at the stock location of Lusion). If the delivery is required at a place beyond the stock location of Lusion, Lusion may, at its discretion, agree to act as agent of the Buyer for delivery and all costs for carriage and insurance will be charged to the Buyer’s account.
f. Goods are delivered with Lusion’s standard packaging unless otherwise agreed between the Buyer and Lusion in writing. Any other packaging requested by the Buyer or deemed necessary Lusion shall be charged to the Buyer in addition to the price offered for the Goods.
g. In the event that an entire delivery is not received timely the Buyer shall notify Lusion in writing within seven (7) working days following the date of the invoice.
h. The Buyer shall take delivery according to the Confirmed Order. If the Buyer fails to take delivery then:
i. Goods shall be deemed to be delivered upon Lusion’s making of the Goods available for the Buyer to take delivery in compliance with the Confirmed Order and the risk of loss to the Goods shall transfer thereon as well; and
ii. Lusion may choose to, but is not obligated to, store the Goods or have them stored at the Buyer’s costs and expenses.
4. Title of the Goods
a. Legal and equitable title to all Goods shall remain with Lusion until and upon the satisfaction of all the following conditions: Goods have already been delivered to the Buyer; and the Buyer has paid Lusion for the full purchase price of the Goods (including any transportation fees, other charges) and all Goods previously supplied to the Buyer. A letter of credit or bill of exchange, if any, shall not be deemed as payment. The Buyer shall keep records of all Goods owned by Lusion and store the Goods in a manner which clearly identifies the Gods as belonging to Lusion.
b. The Buyer acknowledges that, until legal and equitable title to the Goods is transferred to the Buyer in accordance with Clause 4a shall receive possession of and hold the Goods delivered by Lusion solely as Bailee for Lusion (and shall return the Goods to Lusion if so requested) and it shall not allow any third party to have or acquire any Security Interest in the Goods.
c. Notwithstanding the foregoing, the Buyer may sell or deal with the goods in the ordinary course of its business, but only upon the following conditions:
i. The Buyer shall not represent to any third parties that it is acting in any way for and on behalf of Lusion;
ii. Lusion shall not be bound by any contacts with any third parties to which the Buyer is a party;
iii. The proceeds of any sale of the Goods by the Buyer shall be paid into a separate bank account (separating those proceeds from its other monies) and hold those proceeds on trust for Lusion immediately from when they are received or receivable;
iv. The Buyer shall pay Lusion for this separate bank account for the full price of the Goods; and
v. The Buyer shall not assign or encumber this separate bank account or grant any Security Interest to anyone other than Lusion in respect of this bank account.
5. Personal Property Securities Act
a. The Buyer acknowledges that:
i. If (pursuant to clause 4 or otherwise) the Buyer sells or otherwise disposes of the Goods before the purchase price of Goods has been paid in accordance with the Conditions or the Contract, it does so as Lusion’s fiduciary agent and the Proceeds of such sale or other disposal are also the property of Lusion and are held by the Buyer on trust for Lusion.
ii. The retention of title in relation to goods which are supplied under the Conditions or the Contract gives rise to a Security Interest in the Goods in favour of Lusion being a Purchase Money Security Interest which secures payment of the purchase price for those Goods; and
iii. Lusion’s rights and interest in Proceeds is derived from the Goods also constitute a Security Interest in such Proceeds.
b. Lusion may, at the Buyer’s expense, register any Security Interest granted under the Conditions or the Contract on the Personal Property Securities Register (“PPS Register”) in any manner it chooses. The Buyer must provide Lusion with any information it requires for the purposes of effecting such a registration.
c. For the purposes of section 157(3) of the Personal Property Securities Act 2009 (“PPSA”), the Buyer irrevocably and unconditionally waives its right to receive any notice form Lusion in connection with the registration of a Security Interest arising under the Conditions or the Contract.
d. The Buyer agrees to take such steps as Lusion reasonably requires to perfect or otherwise ensure the enforceability and first ranking priority of any Security Interest granted to it under this agreement, including by:
i. Obtaining and giving consents
ii. Producing and providing receipts
iii. Attending to the signing of documents or procuring the signing of documents
iv. Facilitating the registration of any Security Interest on the PPS Register
v. Facilitating the giving of notice to any person, including any person who also has, or appears to have a Security Interest over relevant Collateral; and
vi. Facilitating the exercise of Lusion’s right in enforcing any Security Interest.
e. The Buyer agrees to ensure that unless otherwise agreed in writing by Lusion:
i. The Goods do not become a fixture to any land
ii. The Goods do not become an Accession to other goods; and
iii. It take such steps as Lusion reasonably requires to prevent remedy the affixation of the Goods to any land or goods including by:
• Procuring appropriate acknowledgements and consents from landlords, mortgagees and property owners, and
• Detaching or procuring the detachment of the goods from any land or goods to which they become attached.
f. Lusion and the Buyer agree that for the purposes of section 115 of the PPSA, the following sections of the PPSA will not apply to any Relevant Collateral:
i. Section 95 (notice of Secured Party of removal of Accession)
ii. Section 96 (when a person with an interest in the whole my retain Accession)
iii. Section 121(4) (notice by Secured Party of enforcement of Security Interest in liquid assets)
iv. Section 125 (obligation of Secured Party to dispose of or retain Collateral after seizure)
v. Section 129(2) (notice regarding disposal of Collateral)
vi. Section 130, to the extent that it requires Lusion to give any notice of the Buyer (notice by Secured Party of disposal of Collateral)
vii. Section 132(3)(d) (obligation of Secured Party to show amounts paid to other Secured Parties in statement of account)
viii. Section 132(4) (statement of account by Secured Party if it does not dispose of Collateral within prescribed period)
ix. Section 134(2) (notice regarding retention of Collateral)
x. Section 135 (notice by Secured Party of retention of Collateral)
xi. Section 142 (persons entitled to redeem Collateral) and Section 143 (persons entitled to reinstate security agreement)
g. Without limitation to any other provision of the Order, the Order Confirmation, the Conditions or the Contract, it is a default of the Buyer under the Conditions or the Contract for the purposes of section 123(1) of the PPSA if any person with a Security Interest in Relevant Collateral seizes or becomes entitled to seize the Relevant Collateral without the consent of Lusion.
6. Price and Payment
a. The price term shall be according to the terms as specified in the Confirmed Order. The price shall be denominated in a currency
as specified in the Contract or the Confirmed Order. Price includes packaging, VAT, consumption tax and any other tax and customs duty that Lusion is required to pay under the applicable law and terms for delivery. The price does not include an the Buyer shall be responsible for any VAT, consumption tax or any other tax and customs duty that the Buyer is required to pay under the applicable law for terms for delivery.
b. The price offered is based on full carton quantities only. Lusion reserves the right to round the Goods ordered by the Buyer to full case quantity or minimum order quantity as required by Lusion without further notification.
c. If fluctuations occur in one or more of the factors constituting Lusion’s cost position, such as, but not limited to, cost of raw materials, wages, insurance premiums, freight, exchange rates and taxes, Lusion is entitled to adjust the price accordingly. Lusion will inform the Buyer in writing of the price adjustment. The Buyer shall be deemed to have accepted the price adjustment
unless it has informed Lusion, within fourteen (14) days after receipt of the notice for price adjustment that it wishes to terminate the Contract.
d. Unless it is otherwise agreed in writing by both Buyer and Lusion, a payment of the price for the Goods shall be made by the Buyer to Lusion’s bank account as designated by Lusion in writing by the end of the next month (the “Due Month”) following the invoice month. If the Buyer makes the payments by credit card after the due month, Lusion shall be entitled to charge an additional processing fee at the rate of two percent (2%) on the full purchase price of the Goods. If the Buyer disagrees with the amount invoiced by Lusion, it may make the claim to Lusion in writing within twenty one (21) working days following the date of the invoice. Claims made after the foregoing notification period will not be accepted.
e. The authoritative date for timely payment shall be the date of receipt of the payment by Lusion.
f. Time for payment shall be of the essence. In case the Buyer is late in payment, in addition to any other remedies Lusion might be entitled to, interest shall accrue on any sum payable which remain unpaid at the due date for payment at a rate of eighteen percent (18%) per annum or the applicable maximum statutory rate for the time being in force, whichever is higher and permitted by applicable law. Such interest shall accrue from day to day from the due date until the date of actual payment in full. Any payment by the Buyer shall be credited first against any interest so accrued and the balance of payment (if any) shall be applied in reduction of the outstanding balance of the full purchase price. In addition, the Buyer shall compensate Lusion for any exchange loss between the payment currency and $US as suffered by Lusion.
g. The extension of credit facilities is in the absolute discretion of Lusion and is subject to Lusion’s confirmation on its receipt of an Order from the Buyer, provided that Lusion retains the right to withdraw credit facilities at any time prior to delivery without further notification.
h. The Buyer shall not deduct or withhold from the payment any amount still in dispute where the Buyer and Lusion have not reached agreement on settlement, nor if there is any final arbitral award or judgement of the court granted.
i. If the Buyer orders Goods which are not regularly available at Lusion and which need to be specifically made for the Buyer, Lusion may require the Buyer to pay a deposit at the amount required by Lusion. If the Buyer cancels the Order or is late in paying all the rest of the purchase price, the Buyer shall be deemed to have breached its obligation and shall forfeit the deposit or any rights thereon completely. If such deposit is insufficient to cover Lusion’s damages, Lusion is also entitled to all the other remedies under the applicable law.
j. In the case the Buyer is covered under the rebate scheme, Lusion shall be entitled to charge the Buyer a late payment penalty at the amount equal to 10% of the original rebate amount entitled by the Buyer in respect of the Goods under the rebate scheme if the Buyer fails to make timely payment for such goods by the due date.
7. Quality and Inspection
a. The Goods delivered shall satisfy the specifications and quality standard as agreed between the buyer and Lusion, of if absent such agreed specifications and/or quality standard, satisfying Lusion’s standard specifications and the prevailing industry quality standard. All descriptive specifications, illustrations, drawings, data, dimensions and weights furnished by Lusion or otherwise contained in catalogues, price lists and other advertising matter of Lusion are by way of general descriptions and approximate only, and shall not form part of any contract or give rise to any liability on Lusion.
b. The Buyer shall sign, at the time of delivery, a delivery note or other delivery documentation for receipt of the Goods (“Delivery Note”). If the Buyer signs “unexamined” or similar, it shall be deemed to have acknowledged the receipt of all the Goods specified in the Delivery Note. If the Buyer requests copies of the Delivery Note after ninety (90) days following receipt of delivery, Lusion reserves the right to charge AUD75 per copy.
c. Upon delivery, the Buyer shall conduct an incoming inspection as to the quantity and quality of the Goods. For any objection regarding apparent defects, the Buyer shall complete both of the following: (i) Cleary note such defects in quality on the Delivery Note at the time of delivery; and (ii) Submit a written claim with a copy of such Delivery Note to Lusion within three (3) working days following the receipt of delivery. If no objection regarding apparent defects is raised at the time of delivery, the Goods shall be deemed to have no apparent defects. If neither objection to the quantity and non-apparent defects in quality nor written claim relating to apparent defects is raised within (3) working days after delivery, the Goods shall be deemed to be in full compliance with the Contract, the Conditions and the Confirmed Order and have been accepted by the Buyer with satisfactory quantity and quality and in good status. For any objection to defect of non-satisfaction of specifications and quality standard as specified in 7(a) raised within twelve (12) months or a specified period as provided otherwise in the respective applicable Confirmed Orders or user manual after delivery (“Claim Period”), which is not caused by the Buyer or a third party, the Buyer may report the defect to Lusion. Once Lusion confirms there exists a defect, Lusion shall bear the direct expenses for repairs and/or replacements (excluding removal, installation and/or transportation of Goods and/or insurance thereon) of the Goods, or, upon additional prior written consent from Lusion, Lusion may accept return of Goods and refund the purchase price to the Buyer. Upon request from Lusion, the Buyer shall, at its expense, promptly return to Lusion the defective Goods or part(s) thereof relating to any defect alleged by the Buyer. Such defective Goods or part(s) thereof shall become Lusion’s property as soon as they have been replaced. Lusion shall not be liable for any objection on quality of the Goods raised by the Buyer after the Claim Period.
d. For the avoidance of doubt, expiration of the normal life cycle of the Goods within the Claim Period shall not constitute a defect.
e. Lusion expressly declares that there are no warranties of merchantability and of fitness for a particular purpose, whether express or implied, with respect to Goods sold under these Conditions. Further, except as expressly provided for in these Conditions, no other warranty, condition or term, whether express or implied is given by Lusion and all warranties, conditions or terms are hereby excluded to the extent possible.
f. Section 7 of the Conditions sets forth the entire and sole remedy of the Buyer, and the entire and sole liability of Lusion arising from the quantity, quality, use and/or purposes of the Goods delivered. For the avoidance of doubt, such remedy does not extend to improper use or application of Goods for purposes not in line with the user manual, guidance, instructions, specification or the like provided by Lusion.
8. Good Returned for Credit
a. Goods will not be accepted for return without prior written consent from Lusion. Before any Goods can be returned the Buyer shall submit to Lusion a written return request quoting the original invoice number. Once Lusion assesses and approves a return request, it will issue a RAN (Returns Authority Number) to the Buyer.
b. Credit will not be given for Goods returned without prior written consent from Lusion or where incorrect Goods have been returned. The Buyer shall arrange for collection from Lusion of any unauthorised and/or incorrect Goods within five (5) working days after the date of notification by Lusion that the Goods cannot be returned. If no collection is made during the aforementioned time period, Lusion reserves the right to destroy the Goods and no credit will be given to the Buyer.
c. The Buyer shall deliver to Lusion the Goods for returns at the Buyer’s expense. The Buyer shall return the Goods to Lusion in the original saleable condition in full case quantities. If not then Lusion is obligated to entertain the request of return, despite its consent give already. Lusion may, as its option, taking into consideration the extent of saleable condition of the Goods in question, adjust the quantity of the Goods based on reasonable full case quantities.
d. Except where Goods have been returned for reasons caused by Lusion, Lusion may apply a handling charge to the returned goods at is discretion. A minimum restock fee of AUD20 or 15% of the purchase price of the returned Goods, whichever amount is the greater, shall be charged to the Buyer’s account for the returns which the Buyer initiates.
e. Goods supplied to or made specifically for the Buyer will not be accepted for return or credit unless they are not supplied or made according to specifications.
f. In the event that the Goods are returned without a RAN or no longer in the current Lusion catalogue or the Goods are sold on special offers, they will not be accepted for return or credit.
g. In the event any returned goods are to be credited, the credit amount shall be the original invoice amount or, if unclear, the amount of the lowest price over the past twelve (12) months that Lusion offers to the Buyer.
9. Intellectual Property Right
a. The Contract or the Order and Order Confirmation between the Buyer and Lusion does not confer, grant, licence or transfer any intellectual property right of Lusion and/or any of its affiliated entities to the Buyer.
b. Lusion holds relevant intellectual property right (such as trademark, copyright, patent) or licence thereof to the Goods, except
that in case the Goods are manufactured by Lusion with the Buyer required or provided trademark, copyright, design, technologies, information, patent or any other intellectual property right, the Buyer shall ensure that manufacture of the Goods by Lusion are free from any claim of infringement of any third party intellectual property right.
c. The Buyer shall not, without Lusion’s prior written consent, copy, reproduce or disclose or allow others to copy, reproduce or disclose any drawings, designs of Goods or part thereof supplied by Lusion.
10. Termination of Contract
a. Either party may terminate the Contract with the other party by serving six (6) months advance written notice without cause.
b. If either party is in material breach of the Contract, the non-breaching party may serve the breaching party a written notice of breach allowing the breaching party to rectify the breach in a sixty (60) day grace period, the non-breaching party may elect to terminate the Contract by serving the breaching party a thirty (30) day advance written notice.
c. If either party is insolvent or otherwise in bankruptcy or is appointed a receiver or liquidator or is in proceedings of similar nature, the other party may terminate the Contract with immediate effect.
d. If Lusion has reasonable ground to have doubt the Buyer’s financial ability to pay Lusion may require the Buyer to provide security or advance payment in part of in full for any Order even the security or advance payment is not contemplated under the Contract or in the initial Order and/or Order Confirmation. If the Buyer fails to provide such security or advance payment, Lusion may elect to terminate the Contract and/or Confirmed Order with immediate effect.
e. Lusion shall have the right to terminate the Contract and/or Confirmed Order with immediate effect if the Buyer is involved in sales of products infringing Lusion’s trademark or involved in sales of non-for-sale products supplied by Lusion for promotion purpose.
11. Limitation of Liability
a. Regardless of the legal theory, Lusion shall not be liable for (a) business interruption, down time, inability to use Buyer’s equipment; (b) loss of revenue, loss of savings, loss of profits (including without limitation production profits, operating profits and resale profits) or sales or any other loss of possible benefit of the buyer; (c) for any special incidental, punitive, indirect or consequential damages of the Buyer; (d) goods whose average rated life has been exceeded; (e) defects in Goods not manufactured by Lusion but the benefit of any claim made by Lusion and accepted by the manufacturer of such goods under a warranty given by the manufacturer of such goods will endeavour to pass on to the Buyer, provided that nothing contained in this paragraph shall limit the rights of the Buyer to proceed against Lusion pursuant to the Trade Practices Act 1974; or (f) any technical advice or assistance given or rendered by Lusion to the Buyer. Lusion’s liabilities shall in no event exceed a maximum amount of the total price of the corresponding Confirmed Order or instead an amount specified in the Contract. In the event any breach of the Contract or the Conditions or the Confirmed Order or instead an amount specified in the Contract. In the event any breach of the Contract or the Conditions or the Confirmed Order by Lusion may also give rise to a claim of tortious act at the same time, Lusion shall only be liable for breach of contract.
b. The Buyer shall indemnify, defend and hold harmless Lusion from and against any and all third party claims for losses, liabilities, costs and expenses, including legal fees in relation to any loss or damage to property or injury to persons (including death) arising from (a) breach by the Buyer of any of its obligations under the Contract, the Conditions and the Confirmed Orders; (b) negligent use, abuse, misuse, misapplication, improper installation, handling or implementation of the of the Goods by the Buyer or its direct or indirect customers; and/or (c) any modification or unauthorised repair of the Goods by the Buyer or its direct or indicate customers without the express written authorisation of Lusion, including without limitation formulating, packaging and/or finishing the goods in any manner whatsoever or integrating the Goods into other products.
12. Miscellaneous
a. Neither party shall be liable to the other party for any breach of the Contract or any inability or delay in performing any obligations under the Contract, if including without limitation the direct or indirect results of fire, natural phenomena, acts, restrictions or failure to act of any government authority domestic or foreign, strikes, labour disputes, breakdowns or accidents to machinery, shortages of materials in the market, civil commotion, delays in transportation and other cause beyond the affected party’s reasonable control (“Force Majeure”) provided that in any such event the party affected by such Force Majeure event shall use its best efforts to minimise the impact of such Force Majeure event and shall notify the other party in time. The Buyer has no right to withdraw any Order upon occurrence of any Force Majeure event. In case of any delivery delay due to Force Majeure event, the delivery deadline will be extended accordingly.
b. The Buyer shall strictly comply with all laws and regulations regarding the performance of the activities applicable to the Buyer including without limitation that the Buyer agrees to comply with the requirements of applicable anti-corruption law.
c. Each party shall keep confidential, not disclose to any third party without the other party’s prior written consent, and use only for the purpose of the Contract, all information marked or identified in writing as confidential that it receives from the other party under the Contract. This obligation shall not apply to information, which is or becomes public knowledge or which is independently developed by the recipient of the information or lawfully received from a third party. This obligation shall survive the expiry or termination of the Contract or the sales relation between the Buyer and Lusion for a period of three (3) years.
d. Unless as otherwise provided for under the Contract, the Contract and the Conditions shall be governed and construed by the
laws of the state of New South Wales in force for the time being and from time to time. All disputes arising out of or in connection with the Conditions and the Contract shall first be attempted by Lusion and the Buyer to be settled through consultation and negotiation in good faith. All disputes which cannot be resolved amicably shall be submitted to the non-exclusive jurisdiction of the Courts of New South Wales, providing that Lusion shall always be permitted to bring any action or proceedings against the buyer in any other court of competent jurisdiction. The United Nations Convention on Contracts for the International Sales of Goods shall not apply to these Conditions.
e. Lusion may give information about the Buyer to a credit reporting agency, but only limited types of information allowed under Section 18E (1) of the Privacy Act 1998 (Commonwealth). This information may be used to assess the credit worthiness of the Buyer.
f. All transactions conducted through Lusion’s e-commerce internet website will be subject to the full conditions contained herein, unless otherwise stated. The Orders placed using the Buyer’s usernames and passwords will be considered authorised and confirmed by the Buyer at the time the Orders placed. The Buyer is responsible for security of passwords.
g. Lusion may contact the Buyer electronically by email or other media unless specified specifically not to do so.
h. References to Lusion fiscal year shall mean the period 1 July to 30 June of the subsequent year.
i. The Conditions and all Confirmed Orders shall be an integral part of the Contract. The Contract, the Conditions and any and all Confirmed Orders shall constitute the entire Contract between the Buyer and Lusion.
j. Should individual clause of the Conditions be legally ineffective or unfeasible, the effectiveness of the remaining clauses of these Conditions shall not be affected thereby.
k. Lusion has specially reminded the Buyer of those provisions hereunder limiting or exempting Lusion’s liability and/or increasing the Buyer’s liabilities and has explained to the Buyer such provisions as required by the Buyer. The Buyer has carefully read, sufficiently understood and voluntarily accepted such provisions.