TERMS OF TRADE (TERMS AND CONDITIONS)

These terms of trade apply wherever Ironbark Creek Investments PTY LTD (trading as Medilogic) ABN: 68 153 699 266 supplies products to any customer unless otherwise specified by Medilogic in writing. By placing an order with us you accept and agree to be bound by these terms.

 

1. THE AGREEMENT
   • An order (“Order”) for the Goods from the Buyer shall be deemed to be an offer by the Buyer to purchase the Goods. Medilogic’s acceptance of the Buyer's offer will occur when the Buyer receives written acknowledgement from Medilogic, or upon delivery, whichever occurs first;
   • By offering to purchase or purchasing the Goods the Buyer agrees to be bound by the Agreement, which constitutes the entire agreement between the parties. All other terms or conditions including those in the Buyer's offer or any other document from the Buyer are excluded, unless otherwise agreed in writing by Medilogic at the time of acceptance;
   • Any variation to the Agreement must be made in writing and signed by or on behalf of an authorised representative of the parties;

 

2. PRICE & TAXES
   • Unless otherwise stated, the Purchase Price does not include sales tax, goods and services tax or any other tax, duty or impost levied over the Goods in Australia or elsewhere;
   • All such taxes, duties & imposts will be added to the price at the designated rate;
   • Unless stated otherwise, all prices, quotes or other amounts are in Australian Dollars (AUD$);
   • Medilogic reserves the right to make any changes necessary to the Price to cover any cost variation, including (but not limited to):
     1. any act or omission on the Buyer’s part or the part of the Buyer’s agents; and / or,
     2. to correct any typographical or clerical errors which may be present in the prices, deliveries or specifications in any quote or offers
     3. Any adverse change in monetary exchange rates;
     4. Any increases in our costs beyond our control which will result in the Price being increased by the same amount;

 

3. DEPOSITS
   • In some instances we may require a deposit from you before processing your order. We will advise you when this is the case;
   • Where we waive the requirement for a deposit you remain liable for payment of that deposit should you cancel the order;
   • Additional cancellation fees may also apply where an order is placed but subsequently cancelled;

 

4. CANCELLATION FEES
   • In placing an order with us you accept liability for any cancellation fees that might be applicable for any order cancellations;
   • Cancelled orders may incur cancellation fees;
   • The actual cancellation fee applied will be at our sole discretion and will depend upon the circumstance and include considerations such as:
     1. Costs incurred by Medilogic;
     2. The degree of customisation required in relation to your order;
     3. Other factors relevant in the circumstances;

 

5. CUSTOMISED ORDERS
   • Where you raise a customised order with us and we accept that order and you subsequently cancel the customised order you agree that you will be liable for the full cost of the customised order;
   • Appeals and requests for review of customised order cancellation fee liability will be considered on a case by case basis;

 

6. DELIVERY
   • Whilst we will endeavour to deliver your order in a timely fashion we make no guarantee in relation to such;
   • Time will not be of the essence under this Agreement. Unless agreed otherwise, dates and times given for delivery of Goods are given in good faith, are estimates only and are not to be treated as a term of this Agreement. The Buyer is not relieved of any obligation to accept or pay for Goods by reason of any delay in delivery. Goods may be delivered by instalments at the discretion of Medilogic;
   • Where delivery of your order will be delayed we will advise you in relation to the delay;
   • In placing your order with us you acknowledge that we do not accept any liability in relation to delivery delays relating to your order;
   • The Buyer shall inspect all Goods immediately after delivery and shall within 7 days of the delivery date and in any case prior to on-selling or otherwise using the Goods, give notice to Medilogic of any matter or thing by reason of which the Buyer alleges the Goods or any part of the Goods are not in order;
   • Any claims to be made against Medilogic for short delivery of Goods must be lodged with Medilogic in writing within 7 days of the Delivery date;
   • To the extent permitted at law, all other warranties whether implied or otherwise, not set out in these Terms or expressed in any warranty statement provided by Medilogic are excluded and Medilogic is not liable in contract, tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate the Buyer for any Consequential Loss;
   • Delivery will only occur during the period 9:00am to 5:00pm, Eastern Standard Time (“EST’”), Monday to Friday, excluding public holidays;
   • Any changes to a delivery date effected or requested by the Buyer may incur storage and additional delivery costs which will be determined by Medilogic at its sole discretion and which will be payable by the Buyer in accordance with these Terms;

 

7. EASE OF ACCESS FOR DELIVERIES
   • You warrant that access for delivery will be unencumbered, safe and suitable;
   • Where delivery access is not unencumbered, safe and suitable:
     1. additional delivery fees may be applied;
     2. the Buyer acknowledges that Medilogic may not be in a position to perform its obligations under this Agreement and that, consequently Medilogic is relieved from its obligations under this Agreement to the extent that it is prevented from performing such obligations;

 

8. RETENTION OF TITLE
   • Ownership, title and property in the Goods and in any proceeds of sale of those Goods remains with Medilogic until payment in full for the Goods and all sums due and owing by the Buyer to Medilogic on any account has been made. Until the date of payment:
     1. the Buyer has the right to sell the Goods in the ordinary course of business;
     2. the Goods are always at the risk of the Buyer;
   • The Buyer is deemed to be in default immediately upon the happening of any of the following events:
     1. if any payment to Medilogic is not made promptly before the due date for payment;
     2. if the Buyer ceases to carry on business or stops or suspends payment or states its intention of so doing or is unable to pay its debts as they fall due or if any cheque or bill of exchange drawn by the Buyer payable Medilogic is dishonoured;
   • In the event of a default by the Buyer, then, without prejudice to any other rights which Medilogic may have at law or under this Agreement:
     1. Medilogic or its agents may without notice to the Buyer enter the Buyer’s premises or any premises under the control of the Buyer for the purposes of recovering the Goods;
     2. Medilogic may recover and resell the Goods;
     3. If the Goods cannot be distinguished from similar Goods which the Buyer has or claims to have paid for in full, Medilogic may in its absolute discretion seize all goods matching the description of the Goods and hold same for a reasonable period so that the respective claims of Medilogic and the Buyer may be ascertained.
     4. Where the Buyer establishes ownership, Medilogic must promptly return to the Buyer any such goods, however Medilogic shall in no way be liable or responsible for any loss or damage to the Goods or for any loss, damage or destruction to the Buyer’s business howsoever arising from the seizure of such Goods.

 

9. SAMPLES AND PRODUCTION VARIATIONS
   • We endeavour to improve the quality and operation of the products we supply. Accordingly, there may be minor variations in relation to production runs or batches of product;
   • In placing an order with us you accept that there may be minor variations in relation to the product supplied;

 

10. FREIGHT CHARGES
    • Freight charges wlll be addressed on a case by case basis at our sole discretion. Where your circumstance requires additional freight costs you will be liable for those additional charges;

 

11. FORCE MAJEURE
    • Medilogic shall not be liable for the consequences of any failure or delay in performing any of its obligations under this Agreement to the extent that such failure or delay is due directly or indirectly to any Force Majeure Event
    • If a Force Majeure Event arises, Medilogic will notify the Buyer in writing of the Force Majeure Event and the likely impact it will have on the Medilogic’s performance under this Agreement. If the Force Majeure Event affects the capacity of Medilogic to complete its material obligations under this Agreement in a timely manner, Medilogic may by notice to the Buyer terminate this Agreement without any liability whatsoever on its part arising from that termination;

 

12. LIMIT OF LIABILITY
    • To the extent permitted by law Medilogic will not under any circumstances be liable for any contingent, indirect, Consequential Loss, damages or injuries arising directly or indirectly from this Agreement or any performance or failure to perform this Agreement, whether in contract, tort, negligence, strict liability or otherwise, including (but not limited to) our negligence, default or misconduct even if informed of the possibility of such damages.
    • To the extent permitted by law:
      1. Medilogic shall be under no liability to the Buyer for any loss or for damage to persons or property or for death or injury caused by any act or omission (including negligent acts or omissions) by us or our employees or contractors, wherever occurring, arising from the subject matter of this Agreement; and
      2. any other obligation, breach, or liability (including our employees, agents, suppliers or subcontractors under or in connection with a supply, our maximum liability which may arise under any principle of law (including but not limited to breach of contract, tort, negligence, or under an indemnity)) shall be limited to the purchase price of the separable portion to which the liability attaches;
    • The Buyer agrees to indemnify Medilogic and keep Medilogic indemnified against all losses and expenses which Medilogic may suffer or incur due to the Buyer’s failure to observe the Buyer’s obligations under this Agreement; and any claims made against Medilogic by any third party in respect of any loss, damage, death or injury arising from the subject matter of this Agreement;
    • To the extent permitted by law all causes of action against us, arising out of or in connection with the supply of the Goods shall expire unless brought within one month of the time of accrual thereof;

 

13. INVOICING AND PAYMENT
    • The Buyer must pay to Medilogic the Purchase Price and the any additional charges.
    • A deposit of up to 100% of the Purchase Price may be invoiced to the Buyer on the acceptance of an Order for the Goods by Medilogic at its absolute discretion;
    • Where orders are changed after acceptance additional fees and charges of up to 100% of the purchase price may be payable;
    • Orders may be cancelled up until the date of delivery, however at its sole discretion, Medilogic may apply a fee amounting to the full Purchase Price (especially in the case of custom orders);
    • The terms of payment are as follows, unless otherwise agreed to in writing by Medilogic:
      1. in the case of a Buyer granted an approved credit account by and with Medilogic – 30 days from the date of invoice;
      2. in any other case, Cash on Delivery (COD)
    • Individual deliveries or deliveries of separate instalments may be invoiced separately and shall be paid for accordingly.
    • All invoices must be paid in full without any set-off counterclaim or cross demand. Payment is only received by Medilogic when the payment is made in cash, or when the proceeds of other methods of payment are cleared and credited to Medilogic’s bank account.

 

14. WARRANTY
    • Any warranty provided relates only to Goods manufactured and supplied by Medilogic. The warranty excludes:
      1. Replacement or repairs which are required as a result of improper installation, misuse, maladjustment, modification or lack of routine maintenance by others;
      2. Damage resulting from lack of maintenance or routine inspection;
      3. Items subject to deterioration or consumption in normal service (such as lamps, bulbs, fuses, batteries);
      4. Goods, materials or parts supplied or manufactured by unrelated third parties and provided to you at your specific request. Such goods, materials or parts will be repaired or replaced only to the extent of the original supplier’s warranty; and
      5. all other terms, conditions and warranties or guarantees implied by statute, common law or otherwise in relation to the Goods are hereby excluded, except to the extent otherwise provided by law.

 

15. WARRANTY FOR GOODS
    • Any warranty claim is subject to the conditions outlined in the Product Warranty Statement;
    • Unless otherwise stated in our quotation or agreed by Medilogic at the time of acceptance of your order, the warranty period for the supply of goods shall be one year from the date of manufacture of the goods (“Goods Warranty Period”).
    • Medilogic warrants that the goods will on their delivery to you conform with the description in this Agreement or agreed by us in writing at the time of acceptance of your order, and that there will be no defects in material or fault in manufacture.
    • Medilogic will not be liable:
      1. where defects in material or fault in manufacture which are not notified to Medilogic in writing within the Goods Warranty Period; or
      2. where any defective goods or components thereof which have been repaired or modified without our prior written consent; or
      3. for the cost of return carriage of the Goods to Medilogic.

• Medilogic’s liability is limited to the maximum extent permissible by law. At Medilogic’s option in relation to proven warranty claim regarding Goods, Medilogic may undertake:
  1. the replacement of the products or the supply of equivalent products;
  2. the repair of the products;
  3. the payment of the cost of replacing the products or of acquiring equivalent products; or
  4. the payment of the cost of having the products repaired.
• Where the claim relates to services, Medilogic’s liability is limited to the extent permissible by law and in relation to proven warranty claim, at Medilogic’s option it may undertake:
  1. the supply of service again; or
  2. payment of the cost of having the services supplied again;

 

16. WARRANTY CONDITIONS
    • As noted in 15 (a) any warranty claim is subject to the conditions outlined in the Product Warranty Statement;
    • To claim the warranty you must write to Medilogic within the relevant Goods Warranty Period specifying the nature of the defect, breach or non-conformance.
    • If you make a warranty claim in accordance with this clause, you will be responsible for all expenses associated with the warranty claim other than the costs of the repair, replacement, rectification or refund for the Goods or services including the cost of returning any defective Goods to Medilogic.
    • The benefits to you of this express warranty are in addition to other rights and remedies you have under the Australian Consumer Law.
    • All other terms, conditions, warranties and guarantees implied or imposed by statute, common law or otherwise in relation to the Goods (including without limiting the generality of the foregoing any implied or imposed warranty or guarantee that the Goods are suitable or fit for any particular use or purpose or that the Goods will comply with a sample) are hereby excluded, except for any warranties or guarantees which may not be excluded according to the applicable laws or regulations of a country which has proper jurisdiction.

 

17. RETURN / EXCHANGE OF GOODS
    • If it is determined that the Goods are no longer required and/or are not suitable for the purpose for which they were supplied, you may lodge a written request for exchange or return with Medilogic;
    • Medilogic may, at its sole discretion, determine whether to accept the written request for exchange or return.
    • If the written request for return lodged with Medilogic is accepted by Medilogic, Medilogic will issue a Returns Authorisation Number, return will be permitted and, provided the goods are returned in full working, as determined by Medilogic at its sole discretion, a full or partial refund will be offered to you and open for acceptance for seven (7) days;
    • If the written request for exchange lodged with Medilogic is accepted by Medilogic, Medilogic will issue an Exchange Authorisation Number, exchange will be permitted and, provided the goods are returned in full working, as determined by Medilogic at its sole discretion, the fee payable to Medilogic in respect of the goods will be adjusted accordingly;
    • If you make a written request for exchange or return which is accepted by Medilogic in accordance with this clause, you will be responsible for all expenses associated with the request.

 

18. SEVERABILITY
    • If any provision of these terms are prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of this agreement or affecting the validity or enforceability of that provision in any other jurisdiction, unless it materially alters the nature or material terms of this agreement.

 

19. YOUR ACKNOWLEDGEMENT
    • In supplying the goods, you acknowledge that Medilogic make no promises, representations or recommendations as to the suitability or appropriateness of the goods for any particular purpose.
    • You acknowledge and agree that you have entered into this agreement for the supply of goods without relying on any representation, warranty or statement made by Medilogic other than the warranties, acknowledgments, statements and agreements contained in these terms and conditions.
    • You acknowledge that Medilogic’s supply of goods does not include or extend to education or training as to the use of the goods. Such education and training is excluded under this agreement regardless of any requirement for such education and training.