Selborne Biological Services
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SELBORNE BIOLOGICAL SERVICES (AUSTRALIA) PTY LIMITED

ACN 054 877 575

Terms and Conditions of Sale

1. Definitions and Terms

These terms and conditions (“Terms”) constitute the terms and conditions on which Selborne Biological Services (Australia) Pty Limited ACN 054 877 575 or any of its subsidiaries (“Selborne”) will supply goods (“Goods”) to you (“Customer”).

2. Terms to Prevail

These Terms take precedence over any terms and conditions that may be contained in any order by the Customer or in any other document or elsewhere.

3. Variation of Terms

No variation of these Terms is permitted unless recorded in writing and signed by a duly authorised officer of Selborne.

4. Acceptance of Orders

(a) Orders must be placed in writing.

(b) No order will be binding on Selborne until accepted by Selborne in writing within 14 days of the date of the order.

(c) Accepted orders placed with Selborne will only be accepted subject to these Terms. To the extent of any inconsistency between the terms of the order and these Terms, these Terms prevail.

(d) When an order has been placed with, and accepted by, Selborne, that order cannot be cancelled by the Customer except with Selborne’s written consent.

5. Quotation

(a) A quotation for the price of the Goods from Selborne remains valid for a period of 60 days from the date of the quotation unless otherwise specified on the quotation. Any order arising from a quotation is deemed to be made by the Customer subject to these Terms.

(b) Selborne has the right to vary or withdraw any quotation, without notice, at any time up to the date an order arising from it has been accepted by Selborne in writing.

6. Price

(a) The price for the Goods will be the quoted price stated on the invoice (“Price”) and must be paid by the Customer together with any delivery charges or costs levied under clause 8(a) within 30 days from the date of the invoice or at such other time or times as agreed by Selborne. All prices are quoted exclusive of federal or state sales and other taxes or duties that the Customer must pay.

(b) If federal or state sales or other taxes or duties are imposed, at any time, on any supply of Goods made under or in accordance with these Terms, the Customer must pay to Selborne an additional amount equal to the tax payable on or for the supply. Payment of the additional amount must be made at the same time as payment for the supply subject to the provision of a tax invoice.

(c) Without prejudice to any other right or remedy Selborne may have, if payment of any invoice is overdue:

(i) interest will accrue on the amount of the overdue payment at a rate equal to 1.5% per month calculated from the date payment was due, and all payments which are not yet due will immediately become due and payable by the Customer;

(ii) the Customer acknowledges that the interest payable under clause 6(c)(i) is a genuine pre-estimate of Selborne’s loss as a result of the Customer’s failure to pay the invoiced amount when due; and

(iii) any collection expenses incurred by Selborne in attempting to recover or recovery of such overdue amounts will become payable by the Customer.

(d) Notwithstanding clause 6(a) and (b), if at Selborne’s absolute discretion, the Customer’s financial status is or becomes unsatisfactory to Selborne, Selborne reserves the right to require payment of the Price in full, in immediately available funds in advance, or security for the Price, in respect of all future deliveries of Goods. In the event that Selborne finds it necessary to deliver the Goods by instalments this does not imply that payment for those Goods can be made by instalments.

7. Goods & Services Tax (“GST”)

(a) The Price is exclusive of GST within the meaning of A New Tax System (Goods and Services Tax) Act 1999.

(b) If GST is imposed, at any time, on any supply of Goods made under or in accordance with these Terms, the Customer must pay to Selborne an additional amount equal to the GST payable on or for the supply. Payment of the additional amount will be made at the same time as payment for the supply, subject to the provision of a tax invoice.

8. Delivery and Acceptance

(a) Unless otherwise agreed between the parties in writing:

(i) Selborne will, at the Customer’s expense, arrange delivery of the relevant Goods to the relevant premises specified by the Customer; and

(ii) the manner of delivery will be in Selborne’s absolute discretion to ensure the quality of the Goods and compliance with Goods specifications.

(b) The Customer will be deemed to have accepted the Goods unless the Customer notifies Selborne in writing of a defect in the Goods within 48 hours following delivery.

(c) A notice provided to Selborne in accordance with clause 8(b) must contain sufficient detailed information for Selborne to initiate an appropriate investigation. Where requested, the Customer will return the Goods to Selborne at Selborne’s expense or provide Selborne with access to such Goods. If Selborne determines that the relevant Goods are defective it will, at its discretion, either:

(i) replace the defective Goods; or

(ii) give a credit note to the Customer for the amount paid by the Customer for the defective Goods.

9. Risk and Passing of Property

(a) Risk in the Goods will pass to the Customer when the Goods are delivered to the Customer or its agent in accordance with clause 8.

(b) Notwithstanding clause 9(a), title in the Goods will not pass to the Customer until Selborne has received full payment for the Goods.

10. Confidential Information and Intellectual Property

(a) The Customer must keep any information provided by Selborne which is marked confidential or disclosed in circumstances of confidence which the Customer knows or ought to know is treated by Selborne as confidential, from disclosure to any third party and may use the information only as permitted by these Terms.

(b) The Customer acknowledges that it acquires no rights in any intellectual property rights relating to the collection or production or specification of the Goods and that all such rights remain the sole property of Selborne (or its licensor where such intellectual property rights are licensed to Selborne).

11. Warranties, Liabilities and Exclusions

(a) Selborne warrants that the Goods are manufactured:

(i) with reasonable skill and care;

(ii) in accordance with Selborne’s quality policy (“Quality Policy”); and

(iii) in accordance with the written specification requirements relating to the relevant Goods as set out in the relevant Goods’ certificate of analysis (“Certificate of Analysis”).

Selborne will provide copies of its Quality Policy and any Certificate of Analysis relating to any Goods supplied upon written request by the Customer.

(b) Selborne makes no express warranties beyond those stated in these Terms, including, but not limited to merchantability or fitness for a particular purpose. All conditions and warranties implied by statute or common law are to the extent permitted by law expressly excluded.

(c) Except as set out in these Terms, Selborne will not be liable for any injury, damage or expense suffered by the Customer resulting from any defect in the Goods.

(d) Under the Trade Practices Act 1974, when implied conditions and warranties cannot be excluded, Selborne’s limits its liability to the replacement of the Goods, or the supply of equivalent Goods, or the paying of the costs of replacing the Goods.

(e) The Customer acknowledges that:

(i) Selborne is not liable to the Customer for defects in the Goods caused by the Customer’s improper or negligent handling or storage of the Goods;

(ii) Selborne is not liable to the Customer for any incidental, indirect, special or consequential loss (including loss of profits or opportunities and exemplary and punitive damages) whether arising from negligence or otherwise in relation to these Terms;

(iii) Selborne’s liability under these Terms will in no event exceed all fees actually paid by the Customer to Selborne under these Terms; and

(iv) it has not relied on any representations made by Selborne which have not been stated in these Terms.

12. Termination

(a) Selborne may immediately terminate these Terms and impose interest charges on the Customer for overdue payments in accordance with clause 6 if:

(i) the Customer breaches any of these Terms;

(ii) the Customer enters, or threatens to enter into or is in jeopardy of becoming subject to any form of insolvency or administration (whether formal or informal); or

(iii) the Customer, being a natural person, dies or being a partnership, dissolves or resolves to dissolve.

(b) Selborne may from time to time and without notice suspend the supply of Goods if the Customer fails to comply with these Terms (including failure to pay charges due) until the breach (if capable of remedy) is remedied, or does, or allows to be done, anything which in Selborne’s reasonable opinion may have the effect of jeopardising the supply of Goods. Notwithstanding any suspension of Goods under this clause, the Customer will remain liable for all fees due throughout the period of suspension unless Selborne at its sole discretion determines otherwise.

13. Force Majeure

(a) Selborne will not be liable for any failure to perform or delay in performance of these Terms, which is caused by circumstances beyond the reasonable control of Selborne and is not reasonably foreseeable by it.

(b) If these Terms cannot be performed by Selborne or its obligations fulfilled for any reason beyond Selborne's reasonable control for a continuous period of 3 months then Selborne may, at its discretion, terminate these Terms by notice in writing at the end of this period.

14. Assignment

The Customer will not assign or transfer or purport to assign or transfer these Terms or the benefits of these Terms to any other person without the prior written consent of Selborne and payment of any applicable fees.

15. Waiver

No waiver by Selborne of any breach of these Terms will be construed as a waiver of any subsequent breach of these Terms unless the same be expressed in writing and signed by a director of Selborne.

16. Notices

All notices will be deemed to be given on the date of the addressee’s receipt thereof. All notices or communications to Selborne or the Customer must be in writing and sent by post, facsimile or email to the address indicated in the invoice, as the case may require.

17. Proper Law and Jurisdiction

These Terms are governed by the laws of New South Wales and the parties submit to the exclusive jurisdiction of the courts of that state.

 

© 2006 Selborne Biological Services