1.1 These conditions (which shall only be waived in writing signed on behalf of Scientific Partners Australia) shall prevail over all conditions of the customer’s order to the extent of any inconsistency.
2. TERMS OF SALE
2.1 Goods sold by Scientific Partners Australia are sold on these terms and conditions.
3.1 Unless previously withdrawn, Scientific Partners Australia quotations are open for acceptance within the period stated in them or, when no period is so stated, within fourteen (14) days only after date of issue.
4.1 The cost of any special packing and packing materials used in relation to goods are at the customer’s expense notwithstanding that such cost may have been omitted from any quotation.
5. DELIVERY DISCREPANCIES.
5.1 The customer waives any claim for shortage of any goods delivered if a claim in respect for short delivery has not been lodged with Scientific Partners Australia within seven (7) days from the date of receipt of goods by the customer.
6. DESCRIPTION OF GOODS, ETC
6.1 The descriptions, illustrations and performances contained in catalogues, price lists and other advertising matter do not form part of the contract of sale of the goods or of the description applied to the goods.
7.1 Any delivery performance figures provided by Scientific Partners Australia are estimates only. Scientific Partners Australia is under no liability for damages for failure of goods to attain such figures unless specifically guaranteed in writing. Any such written guarantees are subject to the recognised tolerances applicable to such figures.
Goods supplied to the purchaser are at the purchasers risk immediately on delivery to the purchaser or into the purchasers custody.
9.1 (a) The delivery times made known to the customer are estimates only and Scientific Partners Australia is not liable for late delivery or non-delivery.
(b) Scientific Partners Australia are not liable for any loss, damage or delay occasioned to the customer or any third party arising from late or non-delivery or late installation of goods.
(c) A delivery charge will be incurred unless otherwise specified in writing.
10. LOSS OR DAMAGE IN TRANSIT
10.1 (a) Scientific Partners Australia is not responsible to the customer or any person claiming through the customer for any loss or damage to goods in transit caused by any event of any kind by any person (whether or not Scientific Partners Australia is legally responsible for the person who caused or contributed to that loss or damage).
(b) Scientific Partners Australia shall provide the customer with such assistance as may be necessary to press claims on carriers so long as the customer:
(i) has notified Scientific Partners Australia and the carriers in writing immediately after loss or damage is discovered on receipt of goods; and
(ii) lodges a claim for compensation on the carrier within three (3) days of the date of receipt of the goods.
11.1 Scientific Partners Australia’s liability for goods manufactured by it is limited to making good any defects by repairing the defects or at Scientific Partners Australia’s option by replacement, within a period not exceeding twelve (12) calendar months after the goods have been dispatched so long as:
(a) defects have arisen solely from faulty materials or workmanship;
(b) the goods have not received maltreatment, inattention or interference;
(c) accessories of any kind used by the customer are manufactured by or approved by Lomb Scientific;
(d) the seals of any kind on the goods remain unbroken; and
(e) the defective parts are promptly returned free of cost to Scientific Partners Australia.
11.2 If the goods are not manufactured by Scientific Partners Australia the guarantee of the manufacturer of those goods is accepted by the customer and is the only guarantee given to the customer in respect of the goods. Scientific Partners Australia agrees to assign to the customer on request made by the customer the benefit of any warranty or entitlement to the goods that the manufacturer has granted to Scientific Partners Australia under any contract or by implication or operation of law to the extent that the benefit of any warranty or entitlement is assignable.
11.3 Scientific Partners Australia is not liable for and the customer releases Scientific Partners Australia from any claims in respect of faulty or defective design of any goods supplied unless such design has been wholly prepared by Scientific Partners Australia and the responsibility for any claim has been specifically accepted by Scientific Partners Australia in writing. In any event Scientific Partners Australia’s liability under this paragraph is limited strictly to the replacement of defective parts in accordance with paragraph 9.1 of these conditions.
11.4 Except as provided in these conditions, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of the goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are expressly excluded. Scientific Partners Australia is not liable for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply, layout, assembly, installation or operation of the goods or arising out of Scientific Partners Australia’s negligence or in any way whatsoever.
12. Scientific Partners Australia’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 limited to:
12.1 In the case of goods, any one or more of the following:
(a) the replacement of the goods or the supply of equivalent goods;
(b) the repair of the goods;
(c) the payment of the cost of replacing the goods or of acquiring equivalent goods;
(d) the payment of the cost of having the goods repaired; or
12.2 In the case of services:
(a) the supplying of the services again; or
(b) the payment of the cost of having the services supplied again.
13. Scientific Partners Australia’s liability under section 74H of the Trade Practices Act 1974 is expressly limited to a liability to pay to the purchaser an amount equal to:
(a) the cost of replacing the goods;
(b) the cost of obtaining equivalent goods; or
(c) the cost of having the goods repaired, whichever is the lowest amount.
14. Nothing in these conditions shall be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Trade Practices Act 1974) and which by law cannot be excluded, restricted or modified.
(a) Unless otherwise stated all prices quoted by Scientific Partners Australia are net, exclusive of Goods and Services Tax (GST).
(b) Prices quoted are those ruling at the date of issue of quotation and are based on rates of freight, insurance, customs duties, exchange, shipping expenses, sorting and stacking charges, cartage, rate of wages, cost of materials and other charges affecting the cost of production ruling on the date is made.
(c) If Scientific Partners Australia makes any alterations to the price of the goods or to any of their inputs either before acceptance of or during the currency of the contract, these alterations are for the customer’s account.
16.1 The purchase price in relation to goods is payable net and payment of the price of the goods must be made within thirty (30) days from the date of invoice, unless otherwise agreed.
16.2 If payment is not made by the due date interest shall be payable by the customer from the due date until the date of payment at the rate equal to 1% over the interest rate payable by Scientific Partners Australia to its principal bankers from time to time in respect of its overdraft facility.
17. RIGHTS IN RELATION TO GOODS
17.1 Scientific Partners Australia reserves the following rights in relation to the goods until all accounts owed by the customer to Scientific Partners Australia are fully paid:
(a) ownership of the goods;
(b) to enter the customer’s premises (or the premises of any associated company or agent where the goods are located) without liability for trespass or any resulting damage and retake possession of the goods; and
(c) to keep or resell any goods repossessed pursuant to (b) above.
If the goods are resold, or products manufactured using the goods are sold, by the customer, the customer shall hold such part of the proceeds of any such sale as represents the invoice price of the goods sold or used in the manufacture of the goods sold in a separate identifiable account as the beneficial property of Scientific Partners Australia and shall pay such amount to Scientific Partners Australia upon request. Notwithstanding the provisions above Scientific Partners Australia shall be entitled to maintain an action against the customer for the purchase price and the risk of the goods shall pass to the customer upon delivery.
18. CUSTOMER’S PROPERTY
18.1 Any property of the customer held under Scientific Partners Australia’s possession, custody or control is completely at the customer’s risk as regards loss or damage caused to the property or by it.
19.1 Scientific Partners Australia reserves the right to make a reasonable charge for storage if delivery instructions are not provided by the customer within fourteen days of a request by Scientific Partners Australia for such information. The parties agree that Scientific Partners Australia may charge for storage from the first day after Scientific Partners Australia requests the customer to provide delivery instructions.
20. RETURNED GOODS
20.1 (a) Scientific Partners Australia is not under any duty to accept goods returned by the customer and will do so only on terms to be agreed in writing in each individual case.
(b) If Scientific Partners Australia agrees to accept returned goods from the customer under paragraph (a) of this clause, the customer must contact Scientific Partners Australia prior to return of any items.
21. GOODS SOLD
21.1 All goods to be supplied by Scientific Partners Australia to the customer are as described on the purchase order and agreed by Scientific Partners Australia and the customer and the descriptions on such purchase order modified as so agreed prevails over all other descriptions including any specification or enquiry of the customer.
22.1 No order may be cancelled except with consent in writing and on terms which will indemnify
Scientific Partners Australia against all losses.
23. PLACE OF CONTRACT
23.1 (a) The contract for sale of the goods is made in the State of Western Australia.
(b) The parties submit all disputes arising between them to the courts of such state or territory and any court competent to hear appeals from those courts of first instance.
24. PRIVACY AND CONFIDENTIALITY POLICY
24.1 Scientific Partners Australia Pty Ltd treats information from our employees, suppliers, partners, customers and contractors very seriously. All parties are expected to abide by our privacy and confidentiality policy which can be found at www.scientificpartners.com.au/privacy-and-confidentiality-policy.