Terms & Conditions
1. Definitions
1.1 “AMSL” means Australasian Medical and Scientific Ltd ABN 28 051 991
372, its successors and assigns or any person acting on behalf of and with the
authority of AMSL.
1.2 “Customer” and “Purchaser” means the person/s buying the Goods as
specified in any invoice, document or order, and if there is more than one
Customer is a reference to each Customer jointly and severally.
1.3 “Goods” means all Goods or Services supplied by AMSL to the Customer
at the Customer’s request from time to time (where the context so permits the
terms ‘Goods’ or ‘Services’ must be interchangeable for the other).
1.4 “GST” means Goods and Services Tax imposed under the A New Tax
System (Goods) and Services Tax) Act 1999 (Cth).
1.5 “Price” means the Price payable for the Goods as agreed between and
the Customer in accordance with clause 5 below.
2. Acceptance
of Terms
2.1 These terms and conditions apply to any order for Goods placed by a
Customer on this website.
2.2 The Customer is taken to have exclusively accepted and is
immediately bound, jointly and severally, by these terms and conditions if the
Customer places an order on this website for Goods.
2.3 These terms and conditions may only be amended with AMSL’s consent
in writing and prevail to the extent of any inconsistency with any other
document or agreement between the Customer and AMSL.
2.4 The Customer acknowledges and accepts that AMSL at its discretion,
reserves the right not to supply Goods if, for any reason (including but not
limited to, where the Goods are not or cease to be available, account disputes
or conditions placed on AMSL by its suppliers). AMSL will not be liable to the
Customer for any loss or damage the Customer suffers due to AMSL exercising its
rights under this clause.
2.5 Where there is more than one Customer that has entered into the
Terms and Conditions, the Customers are jointly and severally liable for all
payments.
2.6 The Goods are as described on the relevant company material and
website
3. Orders
3.1 Any Price quoted, published or otherwise provided by AMSL is a mere
invitation to treat and does not constitute a contractual offer.
3.2 Any order for Goods received from a Customer shall not be binding on
AMSL until accepted by AMSL by either formal writing or the act of dispatching
the ordered Goods to the Customer.
4. Quotations
4.1 Any quotation made by AMSL is not an offer to sell and no Purchase
Order given in pursuance of any quotation will bind AMSL unless and until such
Purchase Order is accepted by AMSL in its absolute discretion. All quotations
are subject to withdrawal or variation by AMSL at any time prior to acceptance
of a Purchase order
5. Price and Payment
5.1 Generally the Price for any Goods will be that Price listed for
those particular Goods on AMSL’s website or on relevant company pricing lists.
5.2 Notwithstanding clause 5.1 AMSL may vary the Price after receipt of
an order from a Customer in the event of:
(a) Any mistake on the part of AMSL
in publishing a Price on AMSL’s website and relevant material;
(b) Any increase in any costs
charged to AMSL by its suppliers;
(c) Any increases in taxes, duties
or other charges imposed by any government body in relation to the Goods;
(d) Any change to the Goods
requested by a Customer;
(e) Any increase as a consequence
of variations in foreign currency rates of exchange;
(f) Any increase in the cost of
freight and insurance charges;
(g) Any inaccurate specifications
provided by the Customer; or
(h) As a result of increases to
AMSL in the cost of materials and/or labour.
5.3 In the event that a Customer has placed an order for Goods which are
subject to a variation in Price under clauses 5.2, then AMSL will notify the
Customer of the variation in Price, along with any reasons for the variation.
The Customer may then elect whether to confirm or cancel the order. In the
event that the Customer cancels the order AMSL will refund any money already
received from the Customer in relation to that order in full.
5.4 In the case of a cancellation under clause 5.2 the sole extent of
AMSL’s liability to the Customer will be the amount of money already paid by
that Customer in relation to that cancelled order. AMSL will not otherwise be
liable for any loss or damage whatsoever arising from the cancellation.
5.5 Unless otherwise agreed in writing, AMSL will not Deliver any Goods
ordered by a Customer until such time as AMSL receives payment in full for
those goods.
5.6 In the event that AMSL agrees to Deliver Goods without payment,
payment shall be due and payable within 30 days of Delivery of the Goods
5.7 Payment may be made by cheque, bank cheque, electronic/on-line
banking, or by any other method as agreed to between the Customer and AMSL.
5.8 Unless otherwise stated the Price does not include GST. In addition
to the Price the Customer must pay to AMSL an amount equal to any GST AMSL must
pay for any supply by AMSL under this or any other agreement for the sale of
the Goods. The Customer must pay GST, without deduction or set off of any other
amounts, at the same time and on the same basis as the Customer pays the Price.
In addition the Customer must pay any other taxes and duties that may be
applicable in addition to the Price except where they are expressly included in
the Price.
6. Delivery of Goods
6.1 Delivery (“Delivery”) of the Goods is taken to occur at the time
that:
(a) the Customer or the Customer’s
nominated carrier takes possession of the Goods at AMSL’s address; or
(b) AMSL (or AMSL’s nominated
carrier) delivers the Goods to the Customer’s nominated address even if the
Customer is not present at the address.
6.2 At AMSL’s sole discretion the cost of delivery of Goods may be either
included in the Price being Ex Works (pickup from AMSL’s premises) or be in
addition to the Price.
6.3 The Customer must take delivery by receipt or collection of the
Goods whenever they are tendered for delivery. In the event that the Customer
is unable to take delivery of the Goods as arranged then AMSL will be entitled
to charge a reasonable fee for redelivery and/or storage.
6.4 AMSL may deliver the Goods in separate instalments. Each separate
instalment must be invoiced and paid in accordance with the provisions in these
terms and conditions.
6.5 AMSL will take all reasonable endeavours to ship any ordered Goods
within 2 business days of receipt of payment; however this time is an estimate
only. AMSL will only deliver Goods between 9am and 5pm on a business day. The
Customer must still accept delivery of the Goods even if late and AMSL will not
be liable for any loss or damage incurred by the Customer as a result of the
delivery being late.
6.6 The failure of AMSL to deliver does not entitle either party to
treat this Contract as repudiated.
6.7 Backorders will be shipped as soon as they are available.
7. Risk
7.1 Risk of damage to or loss of the Goods passes to the Customer on
Delivery and the Customer is responsible for insuring the Goods on or before
Delivery.
7.2 If any of the Goods are damaged or destroyed following delivery but
prior to ownership passing to the Customer, AMSL is entitled to receive all
insurance proceeds payable for the Goods. The production of these terms and
conditions by AMSL is sufficient evidence of AMSL’s rights to receive the
insurance proceeds without the need for any person dealing with AMSL to make
further enquiries.
7.3 If the Customer requests AMSL to leave Goods outside AMSL’s premises
for collection or to deliver the Goods to an unattended location then such
Goods must be left at the Customer’s sole risk.
8. Title
8.1 AMSL and the Customer agree that ownership of the Goods must not
pass until the Customer has paid AMSL all amounts owing to AMSL.
8.2 Receipt by AMSL of any form of payment other than cash will not be
deemed to be payment until that form of payment has been honoured, cleared or
recognised.
8.3 It is further agreed that:
(a) until ownership of the Goods
passes to the Customer in accordance with clause 8.1 that the Customer is only
a bailee of the Goods and must return the Goods to AMSL on request.
(b) the Customer holds the benefit
of the Customer’s insurance of the Goods on trust for AMSL and must pay to AMSL
the proceeds of any insurance in the event of the Goods being lost, damaged or
destroyed.
(c) the Customer must not sell,
dispose, or otherwise part with possession of the Goods other than in the
ordinary course of business and for market value. If the Customer sells,
disposes or parts with possession of the Goods then the Customer must hold the
proceeds of any such act on trust for AMSL and must pay or deliver the proceeds
to AMSL within 2 business days.
(d) the Customer should not convert
or process the Goods or intermix them with other goods but if the Customer does
so then the Customer holds the resulting product on trust for the benefit of
AMSL must sell, dispose of or return the resulting product to AMSL as AMSL
directs.
(e) Until ownership of the Goods
passes to the Customer the Customer irrevocably authorises AMSL enter any
premises where AMSL believes the Goods are kept and recover possession of the
Goods.
(f) Until ownership of the Goods
passes to the Customer AMSL may recover possession of any Goods in transit
whether or not delivery has occurred.
(g) the Customer must not charge or
grant an encumbrance over the Goods nor grant nor otherwise give away any
interest in the Goods while they remain the property of AMSL.
(h) AMSL may commence proceedings
to recover the Price of the Goods sold notwithstanding that ownership of the
Goods has not passed to the Customer.
9. Personal Property Securities Act 2009 (PPSA)
9.1 In this clause financing statement, financing change statement,
security agreement, and security interest has the meaning given to it by the
PPSA.
9.2 Upon assenting to these terms and conditions in writing the Customer
acknowledges and agrees that these terms and conditions constitute a security
agreement for the purposes of the PPSA and creates a security interest in all
Goods that have previously been supplied and that will be supplied in the
future by AMSL to the Customer.
9.3 The Customer undertakes to:
(a) promptly sign any further
documents and/or provide any further information (such information to be
complete, accurate and up-to-date in all respects) which AMSL may reasonably
require to;
(i) register a financing statement
or financing change statement in relation to a security interest on the
Personal Property Securities Register;
(ii) register any other document
required to be registered by the PPSA; or
(iii) correct a defect in a
statement referred to in clause 9.3(a)(i) or 9.3(a)(ii);
(b) indemnify, and upon demand
reimburse, AMSL for all expenses incurred in registering a financing statement
or financing change statement on the Personal Property Securities Register
established by the PPSA or releasing any Goods charged thereby;
(c) not register a financing change
statement in respect of a security interest without the prior written consent
of AMSL;
(d) not register, or permit to be
registered, a financing statement or a financing change statement in relation
to the Goods in favour of a third party without the prior written consent of
AMSL;
(e) immediately advise AMSL of any
material change in its business practices of selling the Goods which would
result in a change in the nature of proceeds derived from such sales.
9.4 AMSL and the Customer agree that sections 96, 115 and 125 of the
PPSA do not apply to the security agreement created by these terms and
conditions
9.5 The Customer waives their rights to receive notices under sections
95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
9.6 The Customer waives their rights as a grantor and/or a debtor under
sections 142 and 143 of the PPSA.
9.7 Unless otherwise agreed to in writing by AMSL, the Customer waives
their right to receive a verification statement in accordance with section 157
of the PPSA.
9.8 The Customer must unconditionally ratify any actions taken by AMSL
under clauses 9.3 to 9.5.
9.9 Subject to any express provisions to the contrary nothing in these
terms and conditions is intended to have the effect of contracting out of any
of the provisions the PPSA.
10. Containers and Tracking Devices
10.1 AMSL retains the right of
possession of any dividers, pallets or tracking devices (including temperature)
used for delivery of the goods and the Purchaser agrees to indemnify the
supplier in relation to the hire and replacement cost of any of these not
returned in good order and condition to the supplier within 30 days of delivery
of the goods, unless otherwise agreed in writing with AMSL.
11. Warranties and Returns
11.1 Goods
are subject to varying warranties which may be
found on the relevant webpage of particular Goods. Any purchase of Goods is
subject to the relevant warranty as at the date the Customer orders the Goods.
11.2 AMSL may in its absolute
discretion accept non-defective Goods for return in which case AMSL may require
the Customer to pay handling fee equal to the cost to AMSL of inspecting,
refurbishing and restocking the returned item plus any freight costs.
11.3 Notwithstanding anything
contained in this clause if AMSL is required by a law to accept a return then
AMSL will only accept a return on the conditions imposed by that law.
12. Default and Consequences of Default
12.1 Interest on overdue payments
will accrue daily from the date when payment becomes due, until the date of
payment, at a rate of twelve percent (12%) per annum (and at AMSL’s sole
discretion such interest must compound daily at such a rate) after as well as
before any judgment.
12.2 If the Customer owes
AMSL any money the Customer must indemnify AMSL from and against all costs and
disbursements incurred by AMSL in recovering the debt (including but not
limited to internal administration fees, legal costs on a solicitor and own
client basis, AMSL’s collection agency costs, and bank dishonour fees).
12.3 Without prejudice to any other
remedies AMSL may have, if at any time the Customer is in breach of any
obligation (including those relating to payment) under these terms and
conditions AMSL may suspend or terminate the supply of Goods to the Customer.
AMSL will not be liable to the Customer for any loss or damage the Customer
suffers because AMSL has exercised its rights under this clause.
12.4 Without prejudice to AMSL’s
other remedies at law AMSL must be entitled to cancel all or any part of any
order of the Customer which remains unfulfilled and all amounts owing to AMSL
must, whether or not due for payment, become immediately payable if:
(a) any money payable to AMSL by a
Customer becomes overdue, or in AMSL’s opinion the Customer will be unable to
make a payment when it falls due;
(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.
13. Cancellation
13.1 AMSL may cancel any contract to
which these terms and conditions apply or cancel delivery of Goods at any time
before the Goods are delivered by giving written notice to the Customer. On
giving such notice AMSL must repay to the Customer any money paid by the
Customer for the Goods. AMSL must not be liable for any loss or damage
whatsoever arising from such cancellation.
13.2 In the event that the Customer
cancels delivery of Goods the Customer must be liable for any and all loss
incurred (whether direct or indirect) by AMSL as a direct result of the
cancellation (including, but not limited to, any loss of profits).
13.3 Cancellation of orders for
Goods made to the Customer’s specifications, will not be accepted once
production has commenced.
14. Claims
14.1 Any claim by the purchaser
arising out of the Contract must be made in writing and may be delivered, hand
delivered, or email as soon as practicable after discovery of the problem by
the purchaser and in any event no later than 7 days after delivery of goods.
The purchase must supply a sample, if requested, and information to the extent
AMSL can identify the product, batch number (if applicable) and date of
manufacture. AMSL has the right at any time within 30 days after receipt of the
claim to inspect the relevant goods. If the purchaser disposes of any of the
goods within the 30-day period, except with the written consent of the
supplier, all claims in respect of the goods disposed of are deemed to have
been waived by the purchaser
15. Privacy Act 1988
15.1 The Customer agrees for AMSL to
obtain from a credit reporting agency a credit report containing personal
credit information about the Customer in relation to credit provided by AMSL.
15.2 The Customer agrees that AMSL
may exchange information about the Customer 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 the
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 creditworthiness
of the Customer.
The Customer understands that the information exchanged can include
anything about the Customer’s creditworthiness, credit standing, credit history
or credit capacity that credit providers are allowed to exchange under the
Privacy Act 1988
15.3 The Customer consents to AMSL
being given a consumer credit report to collect overdue payment on commercial
credit (Section 18K(1)(h) Privacy Act 1988).
15.4 The Customer agrees that
personal credit information provided may be used and retained by AMSL for the
following purposes (and for other purposes as must be agreed between the
Customer and AMSL or required by law from time to time):
(a) the provision of Goods; and/or
(b) the marketing of Goods by AMSL,
its agents or distributors; and/or
(c) analysing, verifying and/or checking
the Customer’s credit, payment and/or status in relation to the provision of
Goods; and/or
(d) processing of any payment
instructions, direct debit facilities and/or credit facilities requested by the
Customer; and/or
(e) enabling the daily operation of
Customer’s account and/or the collection of amounts outstanding in the
Customer’s account in relation to the Goods.
15.5 AMSL may give information about
the Customer to a credit reporting agency for the following purposes:
(a) to obtain a consumer credit
report about the Customer;
(b) allow the credit reporting
agency to create or maintain a credit information file containing information
about the Customer.
15.6 The information given to the
credit reporting agency may include:
(a) personal particulars (the
Customer’s name, sex, address, previous addresses, date of birth, name of
employer and driver’s licence number);
(b) details concerning the
Customer’s application for credit or commercial credit and the amount
requested;
(c) advice that AMSL is a current
credit provider to the Customer;
(d) advice of any overdue accounts,
loan repayments, and/or any outstanding monies owing which are overdue by more
than sixty (60) days, and for which debt collection action has been started;
(e) that the Customer’s overdue
accounts, loan repayments and/or any outstanding monies are no longer overdue
in respect of any default that has been listed;
(f) information that, in the
opinion of AMSL, the Customer has committed a serious credit infringement (that
is, fraudulently or shown an intention not to comply with the Customer’s credit
obligations);
(g) advice that cheques drawn by
the Customer for one hundred dollars ($100.00) or more, have been dishonoured
more than once;
(h) that credit provided to the
Customer by AMSL has been paid or otherwise discharged.
16. General
16.1 The failure by AMSL to enforce
any provision of these terms and conditions must not be treated as a waiver of
that provision, nor must it affect AMSL’s right to subsequently enforce that
provision. If any provision of these terms and conditions must be invalid, void,
illegal or unenforceable the validity, existence, legality and enforceability
of the remaining provisions must not be affected, prejudiced or impaired.
16.2 These terms and conditions and
any contract to which they apply must be governed by the laws of the state of
New South Wales, Australia, and are subject to the jurisdiction of the Court of
New South Wales, Australia.
16.3 Subject to any warranty as
detailed in clause 11 AMSL must be under no liability whatsoever to the
Customer for any indirect and/or consequential loss and/or expense (including
loss of profit) suffered by the Customer arising out of a breach by AMSL of
these terms and conditions (alternatively AMSL’s liability must be limited to
damages which under no circumstances must exceed the Price of the Goods).
16.4 The Customer must not be
entitled to set off against, or deduct from the Price, any sums owed or claimed
to be owed to the Customer by AMSL nor to withhold payment of any invoice
because part of that invoice is in dispute.
16.5 AMSL may license or sub-contract
all or any part of its rights and obligations without the Customer’s consent.
16.6 The Customer agrees that AMSL
may amend these terms and conditions at any time. If AMSL makes a change to
these terms and conditions, then that change will take effect from the date on
which AMSL notifies the Customer of such change. The Customer will be taken to
have accepted such changes if the Customer makes a further request for AMSL to
provide Goods to the Customer.
16.7 Neither party must be liable
for any default due to any act of God, war, terrorism, strike, lock-out,
industrial action, fire, flood, storm or other event beyond the reasonable
control of either party.
16.8 The Customer warrants that it
has the power to these terms and conditions and has obtained all necessary
authorisations to allow it to do so, it is not insolvent and that these terms
and conditions create binding and valid legal obligations on it.
Effective date: 18 June 2019