Terms & Conditions of Sale

Fisher Biotec PTY Ltd Terms and Conditions of Sale (Supplier Terms and Conditions of Trade)

Acceptance of Orders

1. We, Fisher Biotec Pty Ltd (now referred to as Fisher Biotec, or the Seller, or we, or our, or us) will supply the customer (now referred to as you, or your), with goods on these terms only, unless we have agreed in writing to different terms.

2. We will not be bound by any representations that we may make unless they are in writing.

Price

3. The price of the goods:

3.1 Will be our current prices at the date of delivery unless we have quoted a firm price.

3.2 Always excludes GST and freight costs, unless otherwise agreed; and

3.3 May be increased, at anytime from quotation to invoicing, if we incur higher freight, insurance, or import charges, or higher foreign exchange costs, or if we incur extra costs because you did not provide us with information or licences by the time we required them.

4. Where we have quoted a firm price, and no period of effectiveness, or validity is given, and then the price will only apply for 30 days from the date of the quote.

Payment

5. Unless otherwise agreed to in writing with Fisher Biotec, either offered to in quotation, or Tender, or by counter signed contract, or and PO, you must pay us within 30 days, following the date of our invoice, or as per the Terms and Conditions in the Credit Account Application. If you do not, we will be entitled to:

5.1 Defer supplying you with any more goods.

5.2 Charge you interest on the amount owing to us at the rate of 5% above our banker’s commercial overdraft interest rate applying at the time payment was due.

5.3 Treat the contract as having been cancelled by you.

5.4 Or any or all of the above.

Title and Risk

6. Goods are at your risk as soon as they have been delivered to you.

7. Fisher Biotec remain the owners of the goods supplied to you, until you have paid in full all amounts that you owe to Fisher Biotec, for all the goods Fisher Biotec have supplied to you.

8. While Fisher Biotec are the owners of the goods:

8.1 You will always keep the goods clearly identified as our property.

8.2 Fisher Biotec will still own the goods even if you repackage them.

8.3. If you mix the goods with other material, Fisher Biotec will own a share of the mixture that equals the proportion that the cost of our goods bears to the total cost of materials comprising the mixture.

8.4 You may sell the goods only if you keep enough of the sale proceeds to pay us for the goods In a separate bank account in trust for us.

8.5 You licence Fisher Biotec to enter any of your premises during normal business hours to repossess the goods while you owe us money. You cannot revoke this licence.

8.6 The fact that Fisher Biotec owns the goods will not affect our right to sue you, for the price you do not pay us on time. Fisher Biotec has no obligation to accept returned goods instead of being paid for them. Fisher Biotec has no obligation to do anything to limit any loss we might suffer if you do not pay us on time.

Delivery

9. If you have specified a delivery date, Fisher Biotec will try and deliver the goods to you by that date to the best of our ability. However:

9.1 Fisher Biotec will be entitled to deliver the goods to you after the agreed delivery date or cancel the contract without being liable to you in any way if the delay in delivery is in respect of causes outside our control.

9.2 We may deliver the goods to you by instalments in any quantities and each delivery will be a separate contract independent from the other deliveries.

10. You may not refuse to accept delivery of goods except where Fisher Biotec have prior agreed in writing.

11. We will only be liable to you for shortfalls, losses, damage or failure to meet specifications where you have notified us in writing of those matters within 7 days of taking delivery.

12. Goods which are not “Defective Products” or products not in strict conformance with an order or Buyer’s or Seller’s description or specifications, may not be returned to us unless:

12.1 We have agreed in writing that they may be returned; and

12.2 You have not had the goods for more than 14 days; and

12.3 The goods’ containers have not been opened, nor have their packaging been damaged in any way; and

12.4 You will pay for the cost of returning the goods; and

12.5 You will pay our restocking fee if applied.

Warranty

13. Fisher Biotec warrants that all Products, as per individual Manufacturer Warranties from the date the customer receives the Product(s) or from the date the Product, shall:

13.1 be of good quality & workmanship and free from defects, latent or patent, in material or workmanship,

13.2 conform in all respects to the specifications, performance standards, drawings, samples or descriptions by the Seller,

13.3 be free of any claim of any third party; and

13.4 be manufactured in accordance with generally accepted good manufacturing (including, but not limited to cGMP, if applicable) and quality practices. These warranties are in addition to all other express warranties and legal rights. No remedy is available to you for the breach of any warranties and shall be limited except to the extent and in the manner expressly agreed upon by you in an executed document. Your approval of any sample or acceptance of any products shall not relieve Fisher Biotec from responsibility to deliver products and or to perform services conforming, in all respects, to the sample. These warranties shall not be deemed waived either by reason of your acceptance of products or by payment for them and shall survive delivery. In the event of a breach of warranty, you may return such Products, at Fisher Biotec’s expense, for correction, replacement or credit as you may direct. This warranty shall apply to replacement products & parts only.

Exclusions and Limitations to our liability

14. Where Fisher Biotec Terms and Conditions of Supply disagree with your Terms and Conditions of Purchase, our Terms and Conditions of Supply will take precedence, unless agreed to in writing in specific external documents.

15. Only where we are permitted by law, will we exclude, or contract out of all statutory conditions, guarantees and warranties.

16. Fisher Biotec give all technical advice or assistance, entirely at your risk.

17. Fisher Biotec warrant only that the goods comply with our specifications where we are the manufacturer, or that they comply with the manufacturer’s specifications where we are not the manufacturer.

18. All descriptions of the goods are only to enable their identification, and do not mean that the sale of the goods is a sale by description.

19. Fisher Biotec will not be liable to you, for any direct or indirect loss in respect of the goods or for any delay or failure to supply the goods except where it is due to our gross negligence or wilful default. However, our liability to you in that instance is limited to the amount that we may receive from the manufacturer if we are not the manufacturer, or to the sale price of the goods where we are the manufacturer.

Safety

20. You will comply with all health and safety laws, and with all of our instructions in regard to the storage, handling and use of the goods and to bring all warnings supplied by us to the attention of all persons who might be at risk from the goods. You will indemnify us for all our costs in respect of claims made against us except where those claims are directly caused by our gross negligence or wilful default.

Intellectual Property

21. All Fisher Biotec trademarks or other intellectual property rights in respect of the goods remain the property of Fisher Biotec and you may not use, remove, interfere with, or alter them in any way.

22. Fisher Biotec make no representation that the goods will not infringe the intellectual property rights of any other person and will not be liable for any costs that you may incur as a result. You will notify us immediately if you receive a claim from a person alleging to be the owner of any intellectual property rights relating to the goods, and if we consider ourselves to be affected, we shall be entitled to completely control the defence or settlement of the claim.

Assignment

23. You may not assign your rights or delegate your performance under this agreement without our consent in writing.

Proper Law

24. These conditions shall be interpreted and governed by the law of the State or Territory of the your location in Australia.

Arbitration

25. Fisher Biotec may refer any disputes between us to an arbitrator who shall be a person appointed by the President of the Australian Chamber of Commerce.

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