Zone Medical
ABN: 85 506 773 283
1.
General
In consideration of Zone
Medical Pty Ltd ABN 85 506 773 283 (the supplier) agreeing to supply goods
and/or services (goods) to the Customer, the Customer agrees and accepts that
these terms and conditions apply to all sale of goods by the supplier to the
Customer, to the exclusion of any conditions of sale appearing on any document
of the Customer. The Customer further acknowledges that these Terms and
Conditions of Sale constitute the entire agreement of the parties as to the
supply of goods by the supplier, and may not be varied without the prior
written agreement of the supplier. The supplier reserves the right to
suspend/close credit facilities in breach of these Conditions, and advises that
credit may be withdrawn should the authorised credit limit be exceeded.
2.
Ownership of Goods
(a)
(i) Property in any
goods delivered to the Customer will not pass to the Customer until the later
of (a) payment in full for the goods; (b) payment in full of all moneys owing
or unpaid by the Customer to the supplier including moneys in respect of goods
previously or subsequently supplied to the Customer by the supplier.
(ii) The Customer shall store the goods in such a manner as to show
clearly that they are the property of the supplier and the Customer shall keep
records of all use and sales of such goods.
(iii) The Customer shall keep the goods free from
and will indemnify the supplier against any charge, lien or other claim
thereon.
The Customer has no title or
right to charge or encumber the goods before payment to the supplier under this
clause.
(iv) If the Customer fails to pay the purchase
price or any other debts to the supplier when due, or commits any act of
bankruptcy, the supplier may without notice and without prejudice to any of its
rights and remedies recover and/or resell the goods or any of them and may by
its servants or agents enter upon the Customers premises or any premises
occupied by the Customer for that purpose.
(b) Goods delivered to the
Customer shall be at the Customer’s risk on delivery to the Customer.
(c) Not withstanding paragraph
(a), the Customer may on-sell the goods on commercial terms in the ordinary
course of its business before the purchase price for the goods and other debts
to the supplier have been paid to the supplier, but in this case the Customer
shall hold the proceeds of such sale on trust for the supplier in a separate
account and account to the supplier for such proceeds on demand.
(d) The supplier will be given
full ownership of any new goods or objects formed if you transform our goods
into other products or affix those goods to other objects.
(e) The Customer is not entitled
to return the goods and refuse or delay payment on the grounds that the
property in the goods has not yet passed.
3.
Delivery, Claims/Returns and
Cancellations
(a) The Customer is solely
responsible for acceptance of orders and shall raise no claims for loss or
damage to orders where same are, by arrangement, delivered to and left at
unattended sites.
(b) Specifically procured and non
stocked items are not returnable. Claims
for credit and returns must be made within thirty (30) days of date of invoice
quoting invoice number and date and returns will not be accepted without prior
approval from the supplier. The supplier reserves the right to charge a
handling fee of 30% on all returns.
(c) Cancellations are accepted
only if payment of the cost of goods, labour and material expended to date of
cancellation plus an administration fee of 30% are paid on that date.
4.
Price
Unless otherwise agreed in
writing the price of the goods shall be that price charged by the supplier at
the date of order, plus any
transportation, freight, postage, packaging, handling, insurance and goods and
services tax (“GST”). GST where applicable, will be charged at the appropriate
rate ruling at the date of invoice.
5.
Terms of Payment
(a) Payment for material, goods and services
pursuant to this agreement including GST is due thirty (30) days from date of
invoice unless otherwise stated in writing by the
supplier. Payment is not deemed to be made until funds have been cleared.
(b) After the due date of
payment, the supplier may charge interest on outstanding amounts payable,
calculated on a daily balance, at the reference rate of + 6.67%.
(c) The Customer agrees to pay
and reimburse the supplier on demand for all legal costs, stamp duty or other
costs or expenses suffered or
incurred by the supplier in respect of the preparation of any
agreements, personal guarantees, securities or other documentation required by the supplier to document or
secure the provision of credit to the customer together with all collection and
enforcement costs and expenses which the supplier may suffer or incur in
connection with the sale of goods or supply of services or provisions of credit
to the Customer (without limitation) legal costs on a full Indemnity basis.
6. Changes in Ownership
In the event of the Customer,
being an individual or partnership, incorporates his/her business and the
Company continues to use the existing account, or the account is used by a
Company of which he/she is a director, he/she hereby agrees to personally
guarantee all due debts. If ownership of the Customer’s business changes, the
Customer will remain liable for all debt incurred on this account until such
time as the supplier is notified in writing of such change.
7.
Limitation of Liability
The Customer acknowledges
that no warranty; condition, description or representation in relation to goods
supplied is given by the supplier, expressly or implied. All warranties, terms
and conditions in relation to the state, quality of fitness of the goods and of
every other kind whether implied by use, statute or otherwise are hereby
excluded. The supplier shall not be
liable for physical or financial injury, loss or damage or for consequential
loss or damage of any kind arising out of the supply of the goods arising out
of the supplier’s negligence or in any way whatsoever. The supplier’s liability for a breach of a
condition or warranty implied by Div. 2 of Pt V of the Trade Practices Act 1974
(other than s.69) is hereby limited to: -
(a)
In the case of goods, any one or more of the following:-
(i)
the replacement of the goods or the supply of equivalent goods;
(ii)
the repair of the goods;
(iii)
the payment of the cost of replacing the goods or of acquiring
equivalent goods;
(iv)
the payment of the cost of having the goods repaired; or
(b)
In the case of services again:-
(i)
the supplying of the services again; or
(ii)
the payment of the cost of having the services supplied again
The supplier’s liability
under s.74H of the Trade Practices Act 1974 is expressly limited to a liability
to pay the customer an amount equal to: - (a) the cost of replacing the goods; or
the cost of obtaining equivalent goods; or
(b) The cost of having the goods repaired, whichever is the
lowest amount.
8. Exercise of Legal Rights
The failure, delay,
relaxation or indulgence on the part of the supplier in exercising any power or
right conferred upon the supplier by these Terms and Conditions of Sale does
not operate as a waiver of that power or right, nor does any single exercise of
any power or right preclude any other or further exercise of it or the exercise
of any other power or right under these Terms and Conditions of Sale.
9. Governing
Law
These Terms and Conditions of
Sale shall be construed in accordance with the law in force in
10. Severability
Where
these Terms and Conditions of Sale are qualified by any provision of law which
applies and which cannot be excluded, where any such provision in these Terms
and Conditions of Sale is deemed to be unlawful or unenforceable, such
provision shall be severed from these Terms and Conditions of Sale and all
other provisions hereof shall remain in force to the fullest extent permitted
by law.