Reynard Health Supplies (the Seller) Terms and Conditions for Supply
- Binding agreement
- Customer’s order
- Selling price
- Delivery time and place
- Force majeure
- Returning goods
- Obligations on customer where seller attends customer’s premises
- Trade in and buy back
- Payment for goods and services
- Seller’s entitlement on customer’s default
- No right to offset
- Passing of risk and title
- Seller’s liability
- Application of international law
- Governing law
- Terms apply regardless of breach
- Export Restrictions
Unless otherwise agreed in writing, the Customer will be bound by these terms and conditions if the Customer places an order with the Seller and it is accepted by the Seller. The Seller is not bound by any terms and conditions contained in any document issued by the Customer. The Seller’s quotation and these terms and conditions constitute the entire agreement between the Seller and the Customer for each order. In the event of any inconsistency, any special conditions and payment terms in the quotation shall prevail. All other terms in these Terms and Conditions of Business will prevail.
2.1 Once the Seller has accepted an order, it cannot be cancelled by the Customer without the Seller’s written approval.
2.2 The supply of goods or services is subject to availability. The Seller reserves the right to suspend or discontinue the supply of goods or services to the Customer. If the Seller is unable to supply all of the Customer’s order, these terms and conditions continue to apply to any part of the order supplied.
2.3 The Seller reserves the right to:
- refuse any order based on a quotation within seven days after the order is received; and
- refuse to accept or proceed with any order if the Customer’s trade reference, permits or licences are unsatisfactory to the Seller at any time.
2.4 The Seller accepts no responsibility whatsoever for errors in dimensions, quantities, specifications or otherwise where the Customer has placed orders for any goods with the Seller other than in writing.
2.6 Custom/Order on Production.
All orders that are presold with production specifically undertaken for the provision of a specific order or is that of an item not typically stocked or stocked in quantities below the order requirements cannot be cancelled. Should the customer decide to cancel the invoice will be payable in full regardless of whether the stock is taken or not.
The Seller warrants the goods shall operate or perform substantially in conformance with the Seller’s published specifications and be free from defects in material and workmanship when subjected to normal, proper and intended usage by properly trained personnel, for the period of time set forth in the good’s documentation, published specifications or packaged inserts.
2.8 Intellectual Property.
The Seller exclusively owns all intellectual property rights relating to the Seller’s goods and services. Unless otherwise expressed, the Seller’s sale of goods and to the Customer grants the Customer a limited, non-transferable right under the Seller’s intellectual property to use the quantity of goods purchased from the Seller for the Customer’s internal research purposes only. No right to transfer, distribute or resell the Seller’s goods or any of their components is conveyed expressly, by implication, or by estoppel. Unless expressly permitted by the Seller in writing, the Customer shall not modify, change, remove, cover or otherwise obscure any of the Seller’s brands, trade or service marks on the goods. Nothing in this Agreement limits the Seller’s ability to enforce its intellectual property rights. Unless otherwise specified in applicable supplementary terms, the Seller gives no right to use the Seller’s goods in any commercial application, including manufacturing, quality control, commercial services such as reporting the results of the Customer’s activities for a fee or other consideration, or in vitro diagnostic uses, ex vivo or in vivo therapeutic uses, or any type of consumption by or application to humans or animals.
Any representation, promise, statement or description by the Seller, other than those expressly set out in the quotation, is excluded and the Customer acknowledges that it has relied solely upon the quotation and its own inspection, skill and judgment and not relied on any such representation, promise, statement or description.
Where a valid written quotation or electronic order has been given by the Seller, the selling price is the price specified in the quotation or electronic order. In any other case, the Seller’s selling price is the price specified in the price list as at the date of dispatch. Unless otherwise stated, the selling price does not include GST. Any GST or any like tax imposed by law on the supply of the goods or services will be recoverable from the Customer. All prices are subject to any variation in exchange rates, customs duty, taxes, freight, insurance, and the selling prices of the Seller’s suppliers which occur before delivery of the goods unless otherwise agreed in writing. The Seller may charge a reasonable handling fee for all orders delivered to the Customer.
5.1 Unless otherwise agreed in writing by the Seller, delivery is at the Customer’s premises.
5.2 The time of delivery in any quotation represents the time at which the goods are to be ready for dispatch from the Seller’s premises and further time is to be allowed to cover transit to points of delivery. If a delivery or installation date is specified, the Seller will use its best endeavours to make delivery on the specified date. The specified date is an estimate only and the Seller is not liable for any loss or damage sustained by the Customer or any person due to delay in delivery or installation.
If, for any cause, beyond the Seller’s control, including without limitation, any act of God, war, strike, lock out, industrial dispute, governmental or semi-governmental award, enactment priority or restriction, fire, flood, storm or tempest, delay in obtaining licenses, transport, labour or materials, accidents, damage to the Seller’s works or business or those of its suppliers or the Seller is prevented from making delivery or performance at the time stipulated, the Seller will be entitled at its option either to extend the time for delivery or performance for a reasonable period or to terminate the order. In those circumstances, the Customer will not have any claim for damages and agrees to pay for all deliveries made or services performed prior to the date of termination and all expenses incurred and monies paid by the Seller in connection with the order.
7.1 The Customer must inspect the goods or services immediately following delivery or completion of the services (as the case may be). The Customer may only return goods with the prior approval of the Seller. The following conditions apply for all goods returned with the approval of the Seller:
(a) a written claim must be received within 7 days after delivery of the goods;
(b) the original invoice number and date must be quoted;
(c) on approval of the written claim, the Seller will issue a Returns Authorisation which is to be attached to the goods when returned. The Returns Authorisation may include biohazard decontamination procedures and other product-specific handling instructions;
(d) where goods were originally supplied in a special manufacturer’s carton, any return must be made in that original carton and the goods must be in their original and unmarked condition, complete with any instruction sheets supplied;
(e) outward and inward freight and transport charges are the responsibility of the Customer. If not pre-paid by the Customer, freight will be deducted from the amount of credit;
(f) goods must be returned within 14 days of the Seller’s date of dispatch in new condition as supplied;
(g) a 25% re-stocking fee may be charged by the Seller; and
(h) no responsibility will be accepted by the Seller for any delays in passing credit caused by goods being incorrectly branded or returned without adequate identification of both sender and goods returned.
7.2 The following goods cannot be returned for credit:
(a) any goods specially made, including items cut to length;
(b) any goods made, or purchased to a firm and irrevocable order;
(c) any goods altered or damaged by the Customer; and
(d) any goods procured, ordered, imported, brought in or manufactured based on the Customer’s purchase order (known as Indent Stock, Special items, or items not normally stocked).
7.3 Any claim that the goods or services are not in accordance with these terms and conditions (including if they are defective, damaged during delivery, are short delivered or services are not as per contract) must be made:
(a) at the time of delivery or at the time the services are provided (as the case may be); or
(b) in writing to the Seller within five days after delivery of the goods or completion of the services to the Customer.
7.4 If the Customer fails to make a claim in accordance with clause 7.3, to the extent permitted by law, the goods and/or services are deemed to have been accepted by the Customer and the Customer must pay for the goods or services in accordance with these terms and conditions.
8.1 If the Seller’s employees or authorised representatives attend any premises as directed by the Customer to install or apply any goods or perform any services, the Customer will ensure appropriate policies and procedures in accordance with industry practice are in place, including occupational health and safety policies and risk assessments for any dangerous or potentially dangerous activities.
8.2 In the case of goods which the Seller undertakes to install, the Customer is responsible for providing access to its premises and any service utilities required, including electric power outlets, drains, water outlets and compressed air lines. Any hire costs for special handling equipment and any associated charges will be additional for the Customer’s account. Installation will be made at the time specified in the order and the goods will be at the Customer’s risk.
9.1 Any goods traded in or bought back from the Customer remain the Customer’s property until delivery to the Seller’s nominated point of delivery, and such delivery to be at the Customer’s expense.
9.2 Any goods traded in by the Customer are to be delivered to the Seller in the same state and condition it was in at the time of appraisal by the Seller, and if the goods are delivered in a lesser state or condition, the Seller may at its option terminate the order.
10.1 Unless otherwise agreed, if the Customer has an approved credit account with the Seller, the Customer must pay for goods and/or services ordered by the Customer within the specified agreed number of days from the date of invoice or earlier if the approved credit limit is exceeded. The Seller may charge an administration fee for any payments by credit card.
10.2 Time is of the essence in respect of the Customer’s obligation to make payment for goods and/or services supplied by the Seller to the Customer.
10.3 If you wish to pay via credit card, please call Customer Service (1300 667 199). It is not the Seller’s policy to accept credit card numbers via email or fax.
If the Customer:
(a) does not make any payment by the due date;
(b) exceeds its credit limit at any time;
(c) commits any other material breach of these terms and conditions; or
(d) an insolvency event in respect of the Customer arises or is reasonably suspected by the Seller, the Seller may (without limiting any other right or claim it may have against the Customer) do any or all of the following:
(e) charge the Customer interest on the sums due from the payment due date until the date payment is made in full, at the rate of 1.5% per month, or, if less, the maximum amount allowed by law and will also include the Seller’s reasonable costs of collection (including collection agency fees and attorneys’ fees);
(f) vary or withdraw any approved credit limit and/or terms of trade;
(g) cancel or suspend any unfilled orders or cease providing the services;
(h) terminate any orders or contracts between the Seller and the Customer and demand immediate payment of any monies due and outstanding under those orders or contracts;
(i) cancel any rebate, discount or allowance due or payable by the Seller as at the date of the event;
(j) lodge a caveat or other similar instrument over any property of the Customer; or
(k) institute any recovery process as the Seller in its discretion decides at the Customer’s cost and expense.
12.1 If any part of an invoice is in dispute, the balance will remain payable and must be paid when due.
12.2 The Customer has no right to offset any claim against the Seller from monies owing to the Seller.
Unless otherwise specified by the Seller, risk and title transfers from the Seller to the Customer upon delivery in accordance with clause 5. The Customer must insure the goods at its cost from delivery of the goods until they are paid for in full against such risks as are usual or common to insure against in a business of a similar nature to the Customer.
Unless otherwise specified or agreed to in writing the customer is responsible for all freight costs incurred by the seller in order to supply the purchased products. Freight will be charged at cost and will vary due to quantity of parcels, volume, weight and any other such influences including same day service, dangerous goods or after hours delivery.
15.1 In circumstances where the Customer acquires goods from the Seller as a consumer within the meaning given to “consumer” by section 3 of the Australian Consumer Law, clauses 15.2 and 15.3 are not intended to and will not be taken to have the effect of excluding, restricting or modifying:
(a) the application of all or any of the provisions of Part 5-4 of the Australian Consumer Law;
(b) the exercise of a right conferred by such a provision; or
(c) any liability of the Seller in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the Australian Consumer Law to a supply of goods or services.
15.2 To the extent permitted by law and subject to any written warranty entered into between the Seller and the Customer with respect to goods provided under these terms and conditions:
(a) these terms and conditions exclude all other conditions, warranties, liabilities or representations in relation to the goods and /or services whether express or implied;
(b) where goods have not been manufactured by the Seller, the Customer is only entitled to such benefits as the Seller may receive under any warranties or representations given to the Seller by the manufacturer of the goods; and
(c) the Customer indemnifies the Seller for any claim, damage or injury to, or by, the goods.
15.3 Where legislation implies in these terms and conditions any condition or warranty that cannot be excluded or modified, the liability of the Seller for a breach of any such condition or warranty is limited at the Seller’s option to any one or more of the following:
(a) In the case of goods:
- repair or replacement of the goods in accordance with clause 15.4 or the supply of equivalent goods;
- payment of the cost of replacing the goods or of acquiring equivalent goods, by credit to the Customer’s account, in cash or by cheque at the Seller’s discretion; or
- repayment of any part of the purchase price of the goods which has been paid by the Customer, by credit to the Customer’s account at the Seller’s discretion.
(b) In the case of advice, recommendations, information or services:
(i) resupply the advice recommendations, information or services.
15.4 Parts and labour for repair or replacement under clause 15.3(a) will be provided by the Seller during normal working hours at a place of business of the Seller. The Seller is not liable for the cost of transportation of the goods to such place of business. All rejected parts or defective parts will be the property of the Seller to dispose of as it sees fit.
15.5 The Seller’s maximum liability arising out of or in connection with the Agreement, or any product or service, is limited to 100% of the amount paid by the Customer to the Seller for the product or service purchased. The Seller is not liable for any loss or damage of any kind whatsoever and howsoever arising (including but not limited to loss arising by reason of delay, non-delivery, defective materials or workmanship) out of or in connection with the supply of goods or services, including without limitation any indirect, special, incidental or consequential loss (including without limitation loss of use of facilities or equipment, loss of profit, loss of revenue, loss of contract, loss on resale, loss of data, loss of goodwill or increased cost of workings), even if due to the negligence of the Seller or any of its employees or agents. In no event is the Seller liable for loss of samples or specimens.
The application of the United Nations Convention on Contracts for the International Sale of Goods (known as the Vienna Sales Convention 1980) is excluded.
If any provision of these terms or conditions is unenforceable, illegal or void, that provision is severed and the other provisions of these terms and conditions remain in force.
The Seller may amend or vary these terms and conditions by notifying the Customer in writing of the amendment or variation.
The laws of New South Wales apply to these terms and conditions and any account opened in the name of the Customer. The parties irrevocably submit to the jurisdiction of the appropriate court convenient to the Seller in respect of any claims, proceedings and matters arising out of or in respect of these terms and conditions.
The exemptions, limitations, terms and conditions in these terms and conditions apply whether or not any loss or damage is caused by negligence or actions constituting fundamental breach of contract.
Any agreement incorporating these terms and conditions cannot be assigned or transferred by the Customer to another party without the approval of the Seller, which approval will not be unreasonably withheld.
The Customer acknowledges that each good, including technical information supplied by the Seller or contained in the documents (collectively “Items”), is subject to applicable export controls, including those of the Australian government. The export controls may include, but are not limited to, the Customs (Prohibited Exports) Regulations 1958. The Customer shall comply with all applicable laws, regulations, treaties, and agreements relating to the export, re-export and import of any Item. The Customer shall not, without first obtaining the required license from the appropriate government agency;
- export or re-export any Item, or
- export, re-export, distribute or supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the Australian government.
23.1 In addition to the Seller’s general rights of termination under these terms and conditions, the Seller reserves the right to terminate this order if the Seller ceases to have rights to distribute the goods or to provide the services.
The above terms and conditions were updated 10th February 2020