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1.1 Application of Terms: These terms and conditions of sale (Terms) apply to the supply of all Goods by us to you from the date that you accept these Terms.
1.2 Acceptance: You accept these Terms when:
(a) you submit an Order to us either via our Website or by email;
(b) you accept delivery of, or any part of, the Goods of an Order; or
(c) you make payment, or partial payment, for any Goods supplied by us; whichever occurs first.
2.1 For the purposes of section 47A of the Fair Trading Act 1987(NSW),we disclose to consumers (as defined under the ACL) the substance and effect of certain terms of these Terms:
(a) clause 7.6 allows us to terminate your credit account or payment arrangements (as relevant) with us at any time;
(b) clause 15 comprises the grant by you to us of a Security Interest in the Goods supplied by us to you, including all related proceeds, as security for all or part of the payment of any amount relating to the Goods in accordance with these Terms or otherwise;
(c) clause 12 comprises certain limitations and exclusions of our liabilities;
(d) clause 20.2 comprises an indemnity in favour of us for certain claims, liabilities, losses, expenses, damages and causes of action; and
(e) clause 20.3 requires that on termination you must immediately pay any outstanding monies owed to us and we may cancel any outstanding order confirmations.
3. Definitions+ INTERPRETATION
3.1 Defined Terms:Unless otherwise indicated, where the following words are used in these Terms they will have the following meanings:
(a) ”A$” means Australian dollars.
(b) “ACL”means the Australian Consumer Law as set out in the Consumer and Competition Act 2010 (Cth) as amended.
(c) “Business Day” is a day other than a Saturday, Sunday or a public holiday in New South Wales.
(d) “Charges”means any sales tax, excise duties, customs duty, transfer duty, GST or any other taxes, duties or charges applicable in respect of the provision of the Goods.
(e) “Cold Chain Goods” mean Goods that are required, by their general characteristics, to be delivered by a cold chain.
(f) “Default Event” means any one of the following events:
(i) you fail to make any payment when due for Goods in an Order or you otherwise breach these Terms;
(ii) if you are a natural person, you become bankrupt;
(iii) if you enter into any composition or arrangement with your creditors or are unable to pay your debts as and when due;
(iv) proceedings or applications are commenced or made for the appointment of any persons listed in items (ii) or (iii) above; or
(v) a mortgagee or its agent enters into possession of your assets.
(g) “Default Interest” has the meaning given in clause 7.1.
(h) “Delivery Address” means the addressin Australia that you have nominated inyour Order as being the address to which you direct us to deliver the Goods.
(i) “Delivery Date” means, in relation to any or all Goods, the date on which those Goodsare delivered or otherwise left at your Delivery Address.
(j) “Dispatch” means the dispatch of Goodsto you and is deemed to take place when the Goods are collected from our premises by an external courier for delivery to your Delivery Address, regardless of whether that external courier is chosen by you or by us.
(k) “Force Majeure Event” means circumstances beyond our reasonable control, which shall include, but not be limited to, compliance with any laws, regulations, orders, acts, instructions or priority request of any government, or any department or agency, civil or military authority, acts of God, acts of the public enemy, your acts or omissions, fires, floods, strikes, lockouts, embargoes, wars, epidemic, labour or material shortages, riots, insurrections, defaults of our suppliers or subcontractors, delays in transportation, loss or damage to Goods in transit or instructions or lack of instructions from you.
(l) “Goods” means general medical supplies, medical consumables, equipment, accessories, diagnostic equipment (stethoscopes, scales and more), medical equipment, furniture and fittings for medical clients (including beds, couches, tables, trolleys, waste disposal options and more), wound care products (bandage, gauze and wound closure supplies) and pharmaceuticals (including anaesthetics, vaccinations, pain treatment) and any other goods we may offer for sale or make available from time to time.
(m) “GST” and “GST Law” mean as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(n) “Intellectual Property Rights”means all forms of intellectual property rights (whether registered or unregistered) in copyright, designs, patents, trade marks, domain names, trade secrets, know-how, confidential information, and all other similar proprietary rights which currently exist and/or are recognised in the future.
(o) “Material”means any material in which you have Intellectual Property Rights provided by you for use by us in the production and development of the Goods to you.
(p) “Order” means an orderfor Goods received by us whether in writing or otherwise.
(q) “PPSA” means the Personal Property Securities Act 2009 (Cth) as amended, including any regulations made pursuant to it.
(r) “PPSR” means the Personal Property Securities Register.
(s) “Quote”means a quotation by us for the supply of particular Goods containing details as specified in clause 4.2.
(t) “Terms” means these terms and conditions.
(u) “Team Medical Supplies” means Team Medical Supplies Pty Ltd (ACN 150 132 504) trading as Team Medical Suppliesof Unit 29/276-278 New Line Road, Dural, New South Wales 2158, Australia.
(v) “Website” means www.teammed.com.au and any other websites established and used by us from time to time.
(w) “Written Notice” means a written notice delivered in a manner provided for by clause 18 ofthese Terms.
3.2 Personal pronouns: Except where the context otherwise provides or requires:
(a) the terms we, us or our refers to Team Medical Supplies;
(b) “you” refers to any person or entity that places an Order with us and agrees (by conduct, notice or otherwise) to be bound by these Terms, including any related company, related party, officer and authorised person of the relevant person.
4. Quotes + Orders
4.1 Requesting a Quote: You may request a Quote from us relating to the potential supply of Goods.
4.2 Providing a Quote: We may provide you a Quote for the potential supply of Goods. The Quote may include the price and quantity of the Goods proposed to be supplied by us and other relevant details including but not limited to delivery costs.
4.3 Validity of Quote: Unless agreed otherwise, a Quote is valid for 30 days only. We reserve the right to withdraw a Quote at any time before you place an Order.
4.4 Placing an Order: If our Quote is acceptable to you, you may place an Order for the supply of Goods either verbally or in writing. An Order is binding upon your placing the Order.
5.1 Price: Unless we otherwise agree in writing and subject to clause 5.2 and clause 5.3, the price charged and payable for the Goods shall be the price in Australian dollars at the date we provide the Quote or, if there is no Quote, the date of delivery of the Goods to you, together with any applicable taxes, charges and delivery costs regarding the Goods.
5.2 Website: All prices listed on our Website:
(a) are expressed in Australian dollars;
(b) are inclusive of GST;
(c) are exclusive of any freight charges and other Charges (other than GST) that may be payable by you pursuant to these Terms; and are indicative only, and therefore subject to change.
5.3 Variation of price: Prices in any Quote for the supply of Goods are based on the costs prevailing and the specifications supplied at the time of the Quote. Subject to your rights under law, wereserve the right to vary the price if:
(a) there is any movement in the cost of supplying the Goods specified in your Order, including any Charges; or
(b) the Goods specified in your Order are varied from the Goods specified in our Quote, and we provide you reasonable notice of any such variation of price.
6.1 Payment at checkout: Unless we have agreed to supply Goods to you on credit terms:
(a) all payments must be made by valid credit card at the time of checkout on our Website; and
(b) no credit card surcharge will apply to such payments.
6.2 Credit card payments: We only accept payment by American Express, Visa, and MasterCard credit cards.
6.3 Credit accounts: If, at the time you submit your Order, we have agreed to supply Goods to you on credit terms:
(a) you must make all payments (inclusive of GST and any freight charges that apply pursuant to these terms) in full within 30 days following the date of the invoice, unless otherwise agreed in writing;
(b) Payments may be made by Electronic Funds Transfer (EFT), credit card, or cheque;
(c) a credit card surcharge will only apply if a payment is made later than 30 days after the date we issue our invoice to you;
(d) a surcharge of 1.5% will apply to all credit card payments made any later than 30 days after thedatewe issue our invoice to you;
(e) EFT payments may be made to the following account:
Account name: Team Medical Supplies
Account number: 10437452
(f) Cheques mustbe payable to Team Medical Supplies and sent to the following address:
PO Box 6245, Dural DC, NSW 2158
7. Payment default
7.1 Default Interest: If you fail to make a payment in accordance with clause 6, we may charge Default Interest at the rate of 3% of the total amount due and payable by you to us per calendar month.
7.2 Payment of Default Interest: Default Interest pursuant to clause 7.1 shall be:
(a) payable on demand;and
(b) calculated daily from the due date to the actual date the payment is made in full.
7.3 Costs of enforcement: We may recover from you any costs we incur to collect any payment.
7.4 No set off: You may not set off against any payment any claims which you may have against us.
7.5 Default Interest amount credited first: Any payment you make to us shall first be credited against any Default Interest accrued pursuant to this clause 6 to the actual date of payment.
7.6 Revocation ofcredit: We reserve the right to revoke at any time any credit extended to you because of your failure to make any payment when due or for any other reason.
8.1 Delivery: Delivery of Goods occurs when you pick up or we deliver Goods to you, your agent or nominee or to a carrier commissioned on your behalf at the place specified by you, or as otherwise agreed.
8.2 Cost of delivery: We may charge you the cost of delivering the Goods to you, and where possible will include the cost of delivery in the Quote. You must pay for any further costs after the Goods have been delivered.
8.3 Instalments: We reserve the right to make deliveries in instalments and these Terms shall be severable as to such instalments, in which case payment for each instalment is a condition precedent to subsequent instalments.
8.4 Risk passes on delivery: The risk in the Goods shall pass to you upon the delivery of the Goods in accordance with clause 8.1.
8.5 Insurance over Goods: If we request, you must, from the delivery date until we have received payment for all Goods in full, have sufficient insurance in respect of the Goods to protect us against loss or damage by fire, theft, or any other cause whatsoever and provide to us upon our request evidence of such insurance.
8.6 Freight charges: If your Order includes Goods that are heavy, large, or sensitive (such as furniture imaging equipment), prior to Dispatch:
(a) we will inform you of applicable freight charges; and
(b) unless agreed otherwise, you must pay us all freight charges prior to Dispatch.
8.7 Risk passes on delivery: Risk of loss or damage to, and title to, the Goods shall pass to you at the time of delivery to your chosen location as per the Order.
8.8 Availability:The delivery of any Goods is subject to availability.
8.9 No liability for delay: We will use reasonable efforts to deliver the Goods to you by the date and to the place specified by you. Without limiting clause 12, if the Delivery of the Goods is delayed:
(a) we shall not be liable for late delivery or delay in delivery; and
(b) the delay does not give you the right to cancel an Order or terminate this agreement.
9. CANCELLATION OF AN ORDER / TERMINATION FOR CONVENIENCE
9.1 You may cancel any Order provided that we have not yet Dispatched the Goods to you, or the items on the order are not Buy In/Non-Returnable Goods,and the order was placed within the last 28 days..
9.2 You may terminate this agreement for convenienceby sending us 30 days’ Written Notice to that effect.
10. Inspection and returns
10.1 This clause has effect subject to any contrary law that is not otherwise excluded by these Terms.
10.2 You must inspect the Goods immediately upon Delivery and may only return the Goods if:
(a) they do not materially comply with the Order; or
(b) if permitted by law, including the ACL.
10.3 If any or all of the Goods delivered were damaged, defective, or incorrect when delivered, then you must give us Written Notice of that fact within 3 Business Days after the Delivery Date.
10.4 If you provide Written Notice in accordance with clause 10.3 above:
(a) we may require you to return the relevant Goods to us for our inspection and will reimburse you for your reasonable costs of returning them provided that, upon receipt of the returned Goods, we are satisfied that the relevant Goods were damaged, defective, or incorrect;
(b) and you establish to our reasonable satisfaction that the relevant Goodswere delivered in a damaged or defective condition, your sole remedy shall be limited (as we may elect) to us offering to:
(i) replace the relevant Goods; or
(ii) refund to you of the purchase price by the issue of a credit note or a credit card account refund against return of the Goods;
(c) and you establish that we delivered the incorrect Good to you,we will offer to replace that Good with the correct Goodat our cost.
10.5 If we offer to give you a refund or replacement pursuant to clause 10.4 above, you must accept that offer by returning the relevant Goodsto us in their original condition and packagingwithin 14 days of receipt of our offer.
10.6 If we extend an offer for refund or replacement,we will issueyou a Return Goods Authorisation number which must be referred to and included with the relevant Goodswhen you return them, so that we can match the Goods with the relevant entries in our systems.
10.7 If you fail to give Written Notice in accordance with clause 10.3 above, the Goods shall be conclusively presumed to be in all respects in accordance with your Order and free from any defects that would be apparent on reasonable examination, and you shall be deemed to have accepted the Goods accordingly.
10.8 Regardless of anything otherwise provided for in this clause 10, if you have an issue with Goodsthat we sourced specifically for you, we will only accept returns if those specifically sourced Goods are defective.
10.9 Any warranty claims for defective Goods will be dealt with in accordance with the manufacturers policy or applicable legislation.
10.10 Under no circumstances will Cold Chain Goods be accepted for return unless they are damaged, defective or incorrect. Short term expiry dates will be considered on a case by case basis. A “short term expiry date” is an expiry date no longer than 6 months from date of invoice.
10.11 Freight charges applied on the original invoice may not be credited.
10.12 Team Medical Supplies reserves the right to charge freight, handling and/or restocking fees on all returns.
10.13 Under no circumstances will Buy In/Non-Returnable Goodsbe accepted for return unless they are damaged, defective or incorrect. Short term expiry dates will be considered on a case by case basis. A “short term expiry date” is an expiry date no longer than 6 months from date of invoice.
11. Express Warranty
11.1 Provider details: The warranty against defects (Warranty) containedin this clause 11 is provided by:
Team Medical Supplies Pty Ltd
Unit 29/276-278 New Line Road
Dural, New South Wales 2158
Tel: +1 300 2244 50
11.2 Warranty: Subject to clause 12.7, we warrant that the Goods supplied by us are supplied free from defects in material and workmanship.
11.3 Warranty Period: The Goods are covered by this Warranty for a period of 12 months from the date of delivery unless otherwise stated in writing. If there is no Quote, the warranty period will depend on the Goods provided and will be stated to you in writing at the time the Goods are provided as well as in the invoice for the Goods provided.
11.4 Exclusions: We will not be liable for:
(a) loss or damage caused by factors beyond our control;
(b) any Goods that have not been installed by us or maintained according to maintenance or care instructions;
(c) any alterations or repairs to the Goods not performed by us or with our prior written consent;
(d) damage or defects caused to the Goods due to unusual, non-recommended or negligent use of the Goods; or
(e) loss or damage incurred in connection with transportation or delivery of the Goods.
11.5 Making a claim: You must make a claim under this Warranty by providing us notice in writing to our address specified in clause 11.1 containing reasonable description of the defect in the Good(s).
11.6 Transport charges: Subject to statutory rights:
(a) you are liable for all transport charges incurred in returning defective components or parts for repair or replacement together with the cost of returning them to you;
(b) an invoice for such transport charges will be provided upon returning the relevant Good(s) to you which will be payable in accordance with these Terms.
11.7 Replacement part warranty: A replacement part supplied by us during the warranty period shall be covered by the warranty for the unexpired portion of the warranty period which covered the original Goods.
11.8 Regulation 90: This Warranty against defects is provided in addition to other rights and remedies you may have at law.
(a) Goods only: Our Goods come with guarantees that cannot be excluded under the ACL.You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure.
12. Exclusions + Limitations
12.1 ACL exception: The exclusions and limitations in this clause 12 are subject to clause 13.
12.2 Excluded rights: All express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), relating to these Terms, that are not contained in it, are excluded to the fullest extent permitted by law.
12.3 Limitations: Save where otherwise expressly provided in these Terms, or implied by legislation not excluded by these Terms, we give you no other warranty as to any quality or condition of any Goodsdelivered to youand we will not be liable for:
In the case of Goods
(a) alterations to Goods for which we are not responsible;
(b) defects or depreciation caused by wear and tear, accidents, corrosion, dampness, abnormal conditions or effects;
(c) damage or failure caused by unusual or non-recommended use, misuse or application of the Goods; or
(d) loss caused by any factors beyond our control.
12.4 Indirect loss: We will not be liable for any special, indirect, consequential or economic loss or damage or loss of profits (in contract or tort or arising from any other cause of action) suffered by you or any other person resulting from any act or omission by us (including breach, termination or non-observance of the terms of an Order or agreement which incorporates these Terms).
12.5 Total liability: Our total liability for breach of these Terms or breach of our contractual obligations or duties at law or in equity (however arising) is limited at our option to:
(a) the replacement of the Goodsor the supply of equivalent goods;
(b) the repair or rectification of the Goods;
(c) the payment of the cost of replacing the Goods or of acquiring equivalent goods; or
(d) the payment of the cost of the repair or rectification of the Goods.
12.6 No reliance: You agree that:
(a) you have and will make your own assessment of the fitness for purpose and suitability of any Goods supplied to you;
(b) you do not and will not rely on our skill or judgment nor that of any person by whom any prior arrangements regarding the acquisition of any Goods were or will be made; and
(c) you have not made nor will you make known to us or a manufacturer of goods (directly or indirectly) the particular purpose for which you acquire Goods.
12.7 Third party work: If we obtain goods from a third party to carry out your instructions or complete an Order:
(a) we will not be liable for any breach of these Terms if that breach is as a result of or is connected with the supply by a third party of such goods;
(b) we acquire such goods as agent for you not as principal and will have no liability to you regarding the supply of these goods;
(c) any claim by you regarding the supply of such goods must be made directly against that third party; and
(d) you must pay for such goods from the third party. You do not require us to account to you for any commissions or benefits we may receive from such a third party supplier in connection with the supply of such goods to you and authorise us to contract on your behalf as we think fit.
We give no warranty in respect of any goods that are supplied to you by a third party even where forming part of an Order. Any warranties or other rights will be governed by the terms of supply by that provider to you and relevant laws.
13. Statutory Rights
13.1 Statutory rights: Certain statutory guarantees, warranties and rights may apply to your purchase of Goods from us as provided by relevant laws but subject to these Terms as applicable and where permitted by relevant laws.
13.2 No restriction: Nothing in these Terms excludes, restricts or modifies any condition, warranty, statutory guarantee, right or remedy implied or imposed by common law, statute or regulation which cannot be lawfully excluded, restricted or modified.
13.3 Unfair contract: If section 23 of the ACL applies to any provisions in these Terms, any such provision(s) shall be void to the extent it is unfair within the meaning of section 24 of the ACL.
14.1 Subject to the PPSA: The provisions of this clause 14 are subject to the provisions of the PPSA and clause 13.
14.2 Possession as bailee: After delivery of the Goods, until the full payment has been made you shall possess the Goods as bailee only.
14.3 Title: We will retain absolute title over the Goods until:
(a) we have received payment in full in respect of the Goods; or
(b) the Goods are disposed of in the manner prescribed under clause 15.11;
14.4 Identification: Until full title in the Goods has passed to you, you will ensure that:
(a) any identifying plate, mark or packaging number on any of the Goods is not removed, defaced or obliterated; and
(b) the Goods are identifiable and distinguishable from any other goods that may be in your possession and as to each particular invoice of Goods.
15. Security Interest
15.1 Security Agreement: This clause 15 sets out the Security Agreement between you (as grantor) and us (as secured party).
15.2 Creation of Security Interest: You grant to us a security interest (Security Interest) in the Goods supplied by us to you, including all related proceeds (Collateral), as security for all or part of the payment of any amount relating to the Goods in accordance with these Terms or otherwise. For the avoidance of doubt, this Security Interest is also a Purchase Money Security Interest in the Collateral.
15.3 Ranking: Subject to the priority rules set out in the PPSA, this Security Interest ranks in priority ahead of all other security interests in the Collateral.
15.4 Continuing obligation: This Security Interest is a continuing security and your obligations under this Security Agreement continue until it has been validly and fully terminated.
15.5 Perfection: You irrevocably give us authority to register a financing statement for the Security Interest on the PPSR. This clause does not prevent us from perfecting this Security Interest by any other means in accordance with the PPSA.
15.6 Information: You must provide us with any information required for us to register a financing statement or a financing change statement for this Security Interest on the PPSR.
15.7 Identification: Until this Security Interest has been extinguished, you must ensure that, as far as is reasonably practicable:
(a) any identifying plate, mark or packaging number on any of the Collateral (including Goods) is not removed, defaced or obliterated; and
(b) the Collateral is identifiable and distinguishable from any other goods or products in your possession and as to each particular invoice of Goods comprising the Collateral.
15.8 Accessions: You acknowledge that this Security Interest continues to apply to Collateral that becomes an accession to other goods.
15.9 Remedies: Until this Security Interest in the Collateral has been extinguished, if:
(a) you experience a Default Event; or
(b) you breach these Terms,
(c) we may as we see fit and without notice to you, seize, retain or redeem the Collateral, or seek any and all remedies provided under Chapter 4 of the PPSA or any other remedies provided at law or in equity, including those set out in clause 15.10.
15.10 Right of entry: In additional to any rights given to us under Chapter 4 of the PPSA, you irrevocably:
(a) grant us the right to:
(i) demand the immediate return of the Goods to us;
(ii) enter your premises to search for and seize the Goods without notice or liability to you; and
(iii) retain, sell or otherwise dispose of those Goods in any manner we see fit; and
(iv) indemnify and us keep indemnified against any claim (including in negligence) in respect of any damage to your property or the premises you occupied or any consequential loss caused by another party arising relating to searching for and seizing any Goods in accordance with this clause 15.10.
15.11 Permitted use and sale: You may only sell or deal with any of the Collateral (including accessions) in respect of which full payment has not been received if:
(a) we have not exercised a remedy under this Security Agreement;
(b) the proposed transaction is a bona fide transaction to a third party at market value conducted in the ordinary course of your business;
(c) the proposed transaction does not create a security interest in the Collateral that ranks above this Security Interest;
(d) all proceeds of the proposed transaction is:
(i) immediately paid to us; or
(ii) held on trust for us in a separate account, payable on demand; and
(iii) unless otherwise obligated by law, you do not disclose to a third party that the proposed transaction is subject to this Security Agreement or that the proceeds will be immediately paid to us or held on trust for us.
15.12 Costs: You must pay all costs incurred by us (including costs on a solicitor-client basis and debt collector’s costs) arising out of this Security Agreement, including costs regarding:
(a) seizure, retention, redemption or any other remedy exercised pursuant to this Security Agreement; and
(b) the enforcement of our rights under this Security Agreement (including matters incidental to it).
15.13 Extinguishment: The Security Interest is extinguished only if all obligations under this Security Agreement have been satisfied.
15.14 Waiver: Sections 95, 118, 121(4), 125, 130, 132 and 135 of the PPSA shall not apply to the extent that they impose obligations on us.
15.15 Waiver of receipt of statements: You irrevocably waive your right to receive from us a copy of any financing statement, financing change statement or verification statement that is registered, issued or received at any time regarding this Security Agreement.
15.16 Disclosure: The parties agree that neither party may disclose information that:
(a) can be requested under section 275(1) of the PPSA (subject to any exceptions that may apply under section 275(7) of the PPSA); or
(b) is protected against disclosure by a duty of confidence.
15.17 Acknowledgement: You acknowledge due notice of this Security Agreement with acceptance of these Terms.
16. Intellectual Property
16.1 Your intellectual property: If you provide us with Material to be used in the supply of the Goods:
(a) you warrant and represent to us that our use of any Materials will not infringe the Intellectual Property Rights of any third party; and
(b) you indemnify and will keep us indemnified from and against any and all claims, liabilities, obligations, expenses or damages which we may incur if clause 16.1(a) is untrue or breached.
16.2 Licence over Materials: You grant to us a non-exclusive royalty-free license to use all Intellectual Property Rights in all Materials for so long as necessary or convenient for the production of the Goods and the matters contemplated regarding the delivery of the relevant Goods.
16.3 Our intellectual property: All of our Intellectual Property Rights in and relating to the production, development and supply of the Goods, including but not limited to drawing, illustrations, specifications, and other related literature (excluding Materials licensed to us pursuant to clause 16.2) remains our property and shall not be transferred, assigned, licensed, reproduced, disclosed or otherwise given to any other person by you without our prior written consent.
16.4 Confidentiality: You must keep confidential and shall not use any of our confidential information without our prior written consent.
17.1 Prices exclusive of GST: Unless otherwise agreed, prices are exclusive of GST.
17.2 GST payable in addition: You must pay to us all GST in addition to any other amounts payable by you to us in respect of a taxable supply, which will be payable by you when required to pay for the goods or services.
17.3 Issue of tax invoice: We will issue a tax invoice for any taxable supply to you, which will enable you, if permitted by the GST Law, to claim a credit for GST paid by you.
17.4 Third party supplies: If GST is payable for a taxable supply by a third party, we will request that party to provide you with a tax invoice.
18. Delivery of Written Notices
18.1 You can give us a Written Notice by sending it to us by email or fax.
18.2 Our contact details for giving us written notices are as follows:
(b) Fax: 1300 224 460
18.3 We can give you a Written Notice by sending it to you by email or fax, at the email address or fax number nominated by you as part of your Order.
18.4 A Written Notice given to a person by email is deemed to have been given at the time the message enters the intended recipient’s email server, as evidenced by the date and time stated on an automatically generated delivery receipt.
18.5 A Written Notice given to a person by fax is deemed to have been given at the time of successful transmission, as evidenced by the date and time stated on an automatically generated transmission report.
18.6 Notices that are, by reason of clauses 18.4 and 18.5 above, given after 4.00pm (AEST/AEDT, as applicable at the date of order) are deemed to have been given on the next Business Day after the date evidenced on the delivery receipt or transmission report.
19. Bonus Gifts and Vouchers
19.1 Bonus gifts and vouchers: From time to time we may offer bonus gifts or vouchers. The bonus gifts or vouchers:
(a) may differ or change due to availability; and
(b) will have an expiry date set out in its terms of no less than three years.
19.2 Terms of bonus gifts/vouchers: All bonus gift or voucher offers will have specific terms that must be met to qualify for the specific gift or voucher including but not limited to the following:
(a) Unless specified otherwise, to qualify for bonus gifts or vouchers and for the Goods to count towards total order value, Goods must be purchased at the advertised price.
19.3 Excluded Goods: Purchases on vaccines and pharmaceuticals are excluded from any bonus gift offers unless otherwise advertised.
19.4 Total Order value:
(a) Goods that already have a bonus gift attached are excluded from the total Order value.
(b) You can opt to remove a bonus gift which will increase your total Order value and may entitle you to a higher valued gift.
(c) Order values are based on prices excluding GST and freight charges.
19.5 Returns of Orders containing a bonus gift: If part of an Order containing a bonus gift is returned and credited and, as a result, there is a material change to the value of the original Order, the following will apply:
(a) the bonus gift must be returned to Team Medical Supplies in its original condition and packaging, or
(b) you will be charged for the bonus gift.
20.1 Legal capacity: You represent and warrant to us that you have the legal capacity to enter into and have the power to comply with these Terms.
20.2 Indemnity: You agree to indemnify and keep us indemnified in respect of all damages, losses, costs and expenses (including legal costs) that we may incur as a result of your breach or alleged breach of these Terms.
20.3 Termination by us: If a Default Event occurs:
(a) we may, without limiting any other right we have under these Terms, terminate any outstanding Order and any contract for the supply of Goods to you; and
(b) all payments and any other monies due under these Terms become immediately payable.
20.4 Termination by you: If you terminate this agreement pursuant to clause 9.2, all payments and any other monies due under these Terms become immediately payable by you.
20.5 Entire agreement: Each Order and the supply of Goods by Team Medical Supplies pursuant toan Order shall be governed by these Terms. These Terms and the Order constitute the entire agreement between you and Team Medical Supplies in relation to any Products ordered and supplied through the Website.
20.6 Lawful purpose: You must ensure the Goods are used only for lawful purposes and in accordance with applicable laws.
20.7 Binding: These Terms bind our successors, administrators and permitted assigns and your executors and permitted assigns or your successors, administrators and permitted assigns (as applicable).
20.8 Assignment: We may without notice to you assign, transfer and/or sub-contract our rights and/or obligations (in whole or in part) under these Terms. You may not assign, transfer, hold on trustor otherwise delegateany of your rights or obligations under these Termswithout our prior written consent.
20.9 New Terms: If we adopt new terms and conditions for the sale of Goods:
(a) you will be given written notice; and
(b) they will apply to the subsequent supply of Goods.
20.10 Force Majeure: If a Force Majeure Event occurs, we may:
(a) totally or partially suspend any Order or any deliveries relating to an Order during any period in which we may be hindered due to that Force Majeure Event; and
(b) elect to extend at our discretion the period for performance of an obligation under these Terms as isreasonable in all the circumstances.
20.11 Severability: Each clause in these Terms is severable and if any clause is held to be illegalor unenforceable, then the remaining clauses will remain infull force and effect.
20.12 Waiver: No failure, delay, relation or indulgence on our part in exercising any power, right or remedy precludes any other or further exercise of that or any other power, right or remedy.
20.14 Governing Law: This Agreement is governed by the laws of New South Wales and each party submits to the non-exclusive jurisdiction of the courts of New South Wales.
1.1 These Terms govern your use of and access to the Website.
1.2 By using this Website, you agree to be bound by these Terms.
1.3 If you do not agree with any of these Terms, you may not use this Website.
1.4 TMS may amend these Terms at any time at TMS’s sole discretion by posting new Terms on this Website. The new Terms will, from the date of posting, apply to your use of and access to the Website through your acceptance of them by subsequent or continued use of the Website.
1.5 It is your responsibility to check these Terms periodically for changes.
1.6 If you object to any variation to these Terms, your only remedy is to immediately discontinue your use of the Website.
1.7 By using the Website, you affirm that you are 18 years or over or otherwise possess legal parental or guardian consent.
1.8 As long as you comply with these Terms, we grant you a personal, revocable, non-exclusive, non-transferable, limited right to enter and use the Website.
1.9 These Terms were last updated on 23rd August 2021.
2. Website Content and Access
2.1 While TMS uses reasonable endeavours to ensure that the Website is available continuously, we do not make any representations or warranties that your access will be uninterrupted, timely, secure, error free or that any defects will be corrected, or that your use of the Website will provide specific results or benefits. We do not warrant the accuracy, reliability, adequacy or completeness of any of the Content.
2.2 You acknowledge and accept that the Website content may include technical inaccuracies and typographical errors.
2.3 To the extent permitted by law, TMS disclaims all liability for loss directly or indirectly arising from your use of or reliance on the Website and its Content.
2.4 The Website and its Content are delivered on an as-is and as-available basis.
2.5 Your access to the Website may be suspended without notice in the case of system failure, maintenance or repair, or any reason beyond our control or simply because we wish to do so.
2.6 Except as expressly provided otherwise in these Terms, we reserve the right to change or discontinue the Website, functionality, feature or service (or part thereof) on the Website at any time.
2.7 We cannot ensure that any files or other data you download from the Website (if you are permitted to do so) will be free of viruses or contamination or destructive features.
4. Authority to Reproduce
4.1 The Website contains Content that is protected by our Intellectual Property Rights.
4.2 Except as expressly provided otherwise in these Terms, you do not have any right, title or interest in or right of use of any Content on the Website.
4.3 Except as expressly provided in these Terms, no part of the Website or Content (other than a temporary copy held in your computer's cache) may be copied, stored, altered, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including mirroring) to any other computer, server, website or other medium for publication or for any commercial enterprise or use, without our express prior written consent.
4.4 You may use information on our Products purposely made available by us for downloading from the Website, provided that you:
(a) do not remove any proprietary notice (in copies of such documents);
(b) use such information only for your personal, non-commercial, informational purposes and do not copy or post such information on any networked computer, online location or broadcast it in any media; and
(c) make no modifications to any such information.
5. REGISTRATION OF USERS
5.1 To access or use certain parts of the Website, you may be required to register as a user and open an account (including setting up an identification name (ID) and password) and agree to terms and conditions.
5.2 When registering as a user of the Website, you must:
(a) provide us with accurate, complete and up-to-date registration information, as requested;
(b) provide us with a form of identification to verify your identity, as requested; and
(c) inform us of any changes to your registration information.
5.3 When registering as a user of the Website, you must not:
(a) register as a user multiple times; or
(b) impersonate or create a user registration for any person other than yourself.
5.4 As a registered user of the Website, you must:
(a) ensure the security and confidentiality of your user registration details, including any username and/or password assigned to you;
(b) notify us immediately if you become aware of any unauthorised use of your user details; and
(c) not permit your user details to be used by or transferred to any other person.
5.5 You are entirely responsible for all and any activities which occur under your user details as a result of your failing to keep your information secure and confidential (including unauthorised use of your credit card or other payment details, if applicable).
5.6 We reserve the right to, in our sole discretion, suspend or terminate your use or access to all or any part of the Website, including if we believe you are abusing the use of the Website in any way, have breached these Terms or are no longer an active user of the Website.
6. USE OF THE WEBSITE
6.1 You must not:
(a) use the Website in breach of any applicable laws or regulations;
(b) use the Website (or Content obtained from the Website):
(i) to transmit (or authorise the transmission of) "junk mail," "chain letters," unsolicited emails, instant messaging, "spimming," or "spamming";
(ii) to impersonate any person or entity;
(iii) to solicit money, passwords or personal information from any person;
(iv) to harm, abuse, harass, stalk, threaten or otherwise offend others; or
(v) for any unlawful purpose;
(c) use the Website to upload, post, transmit or otherwise make available (or attempt to upload, post, transmit or otherwise make available) any Material that:
(i) is not your original work, or which in any way violates or infringes (or could reasonably be expected to violate or infringe) the intellectual property or other rights of another person;
(ii) contains, promotes, or provides information about unlawful activities or conduct;
(iii) is, or could reasonably be expected to be, defamatory, obscene, offensive, threatening, abusive, pornographic, vulgar, profane, indecent or otherwise unlawful, including Material that racially or religiously vilifies, incites violence or hatred, or is likely to offend, insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;
(iv) exploits another person in any manner;
(v) contains nudity, excessive violence, or sexual acts or references;
(vi) includes an image or personal information of another person or persons unless you have their consent;
(vii) poses or creates a privacy or security risk to any person;
(viii) you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive;
(ix) contains large amounts of untargeted, unwanted or repetitive content;
(x) contains restricted or password only access pages, or hidden content;
(xi) contains viruses, or other computer codes, files or programs designed to interrupt, limit or destroy the functionality of other computer software or hardware;
(xii) advertises, promotes or solicits any goods or services or commercial activities (except where expressly permitted or authorised by us); or
(xiii) contains financial, legal, medical or other professional advice;
(d) interfere with, disrupt, or create an undue burden on the Website or any systems, or networks connected to the Website;
(e) use any deep-link, page-scrape, robot, spider, or other automatic device, program, algorithm, or methodology or any similar process to retrieve, index, or in any way reproduce, modify or circumvent the navigational structure, security or presentation of the Website;
(f) use the Website with the assistance of any automated scripting tool or software;
(g) frame or mirror any part of the Website without our prior written authorisation;
(h) use code or other devices containing any reference to the Website to direct other persons to any other web page;
(i) attempt to gain unauthorised access to any portion or feature of the Website, or any other systems or networks connected to the Website or to any of our servers, or to any of the Products offered on or through the Website, by hacking, password mining or any other illegitimate means;
(j) probe, scan or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website;
(k) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Website to its source, or exploit the Website or any service or information made available of offered through the Website, in any way where the purpose is to reveal any information, as provided for by the Website;
(l) use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the Website or with any other person’s use of the Website;
(m) except to the extent permitted by law, modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Website or cause any other person to do so; or
(n) delete any attributions or legal or proprietary notices on the Website.
7. MATERIAL OF THE USER
7.1 By uploading, transmitting, posting or otherwise making available any Material via the Website (where permitted), you:
(a) grant us a non-exclusive, worldwide, royalty-free, perpetual, licence to use, reproduce, edit and exploit the Material in any form and for any purpose;
(b) except where expressly stated otherwise, also grant each user of the Website a non-exclusive, worldwide, royalty-free, perpetual, licence to use, reproduce, edit and exploit the Material in any form for any purpose;
(c) warrant to us that you have the right to grant the above-mentioned licences;
(d) warrant to us that the Material does not breach these Terms; and
(e) unconditionally waive all moral rights (as defined by the Copyright Act 1968 (Cth)) which you may have in respect of the Material.
7.2 We reserve the right (but have no obligation) to:
(a) review, modify, reformat, reject or remove any Material which you upload, post, transmit or otherwise make available (or attempt to upload, post, transmit or otherwise make available) that, in our opinion, violates these Terms or otherwise has the potential to harm, endanger or violate the rights of any person; and
(b) monitor use of the Website, and store or disclose any information that we collect, including in order to investigate compliance with these Terms or for the purposes of any police investigation or governmental request.
7.3 We are not responsible for, and accept no liability with respect to, any Material uploaded, posted, transmitted or otherwise made available on the Website by any person other than us.
7.4 For the avoidance of doubt, we will not be taken to have uploaded, posted, transmitted or otherwise made Material available on the Website simply by facilitating others to post, transmit or make Material available, nor do we endorse any opinion, advice or statement made by any person other than us.
8. THIRD PARTY WEBSITES + ADVERTISING
8.1 This Website may contain hypertext links or references to websites operated by third parties (Third Party Websites). TMS cannot control the contents of Third Party Websites, and makes no warranty about the completeness, timeliness, suitability, accuracy or subject matter of the material located on Third Party Websites. We do not accept any responsibility in connection with any such website. If you link to any such websites, you leave the Website entirely at your own risk.
8.2 You must not link to the Website from any Third Party Website (or otherwise authorise any other person to link from a Third Party Website to the Website) without our prior written consent.
8.3 The Website may feature or display third party advertising. By featuring or displaying such advertising, we do not in any way represent that we recommend or endorse the relevant advertiser, its products or services.
8.4 If you contact a person using functionality provided on the Website, including via email, we do not accept any responsibility for any communications or transactions between you and the relevant person.
9. CONTENT DISCLAIMER
9.1 You assume total responsibility for your use of the Website and any linked independent Third Party Websites.
9.2 Except where expressly stated otherwise, Content on the Website is provided as general information only. It is not intended as advice and must not be relied upon as such. You should make your own inquiries and take independent advice tailored to your specific circumstances prior to making any decisions.
9.3 We do not make any representation or warranty that any Content on the Website will be reliable, accurate or complete, nor do we accept any responsibility arising in any way from errors or omissions.
9.4 We will not be liable for loss resulting from any action or decision by you in reliance on the Content on the Website, nor any interruption, delay in operation or transmission, virus, communications failure, Internet access difficulties, or malfunction in equipment or software.
9.5 You acknowledge that we are not responsible for, and accept no liability in relation to, any other users’ use of, access to or conduct in connection with the Website in any circumstance.
9.6 Your sole remedy against us for dissatisfaction with the Website or any Content or Material is to stop using the Website.
10. EXCLUSIONS + LIMITATIONS
10.1 All express or implied representations, conditions, warranties and provisions relating to these Terms that are not contained in it, are excluded to the fullest extent permitted by law.
10.2 Any liability arising in relation to your use of the Website, however arising and whether for direct or consequential loss, including any liability arising by virtue of any representation or warranty, whether express or implied by law, is hereby excluded to the fullest extent permitted by law.
11. Limitation of Liability:
11.1 TMS does not give any guarantee, indemnity or warranty or make any representation of any kind, express or implied, written or oral, arising by statute, operation of law, course of dealing, usage or trade or otherwise with respect to the supply by TMS of any goods or services in connection with these Terms, except as expressly stated in it or any collateral pertinent document concerning warranties against defects (as may be relevant).
11.2 Except as expressly agreed to the contrary in these Terms, the aggregate liability of TMS for breach of and all liabilities under, in respect of and in connection with these Terms, as well as its duties at law and in equity (however arising) and whether in contract, tort (including without limitation negligence), under statute, under indemnities or on any other basis concerning the same is limited to an amount equalling A$[ ] (calculated by reference to the date when the cause of action first arose or in the case of multiple causes of action with respect to related facts or claims then the first such date).
11.3 To the extent that TMS has failed to comply with a consumer guarantee under the ACL which cannot be excluded, the liability of TMS is limited (to the extent lawful) to, at TMS’s option:
(a) in the case of goods - (a) the replacement of the goods or the supply of equivalent goods; (b) the repair of the goods; (c) thepayment of the cost of replacing the goods or of acquiring equivalent goods; or (d) the payment of the cost of having the goods repaired; or
(b) in the case of services - (a) the supply of the services again; or (b) the payment of the cost of having the services supplied again.
12. NOTICE OF INFRINGEMENT
12.2 If you wish to send us a copyright infringement notification, you will need to identify the Content or Material(s) that you believe infringe(s) your copyright, identify each copyright protected work in which you own the rights and which you believe has been infringed, identify how each copyright protected work has been or is being infringed and include your contact information.
12.3 You will need to sign the notice and send it to [insert email address].
13.1 Indemnity: You indemnify and keep us indemnified in respect of all damages, losses, costs and expenses (including legal costs) that we may incur as a result of:
(a) your use of, access to, or conduct in connection with the Website;
(b) any breach of these Terms;
(c) any Material that you contribute or post to the Website; and
(d) your use of or access to any websites operated by third parties and/or any dealings with such third parties linked to the Website.
13.2 Lawful purpose: You shall ensure that the Website is used only for lawful purposes and in accordance with any applicable laws.
13.3 Binding: These Terms shall bind our successors, administrators and permitted assigns and your executors and permitted assigns, or, being a company, its successors, administrators and permitted assigns.
13.4 Assignment: We may without notice to you assign, transfer and/or sub-contract our rights and/or obligations (in whole or in part) under these Terms. You may not assign, transfer, hold on trust or otherwise delegate any of your rights or obligations under these Terms without our prior written consent.
13.5 Force Majeure: If a Force Majeure Event occurs, we may:
(a) totally or partially suspend the Website, any part of the Website during any period in which we may be prevented or hindered from delivering by our normal means of supply or delivery due to that Force Majeure Event; and
(b) elect to extend at our discretion the period for performance of an obligation under the Website as is reasonable in all the circumstances.
13.6 Severability: Each clause in these Terms is severable and if any clause is held to be illegal or unenforceable, then the remaining clauses will remain in full force and effect.
13.7 Waiver: No failure, delay, relation or indulgence on our part in exercising any power, right or remedy precludes any other or further exercise of that or any other power, right or remedy.
14. Governing Law
14.1 This agreement is governed by, and will be construed in accordance with the laws of New South Wales, and the courts of that State shall have jurisdiction in the event of a dispute.
15. Interpretation + Definitions
15.1 Personal pronouns: Except where the context otherwise provides or requires:
(a) the terms we, us or our refers to TMS; and
(b) the terms you or your refers to a user of the Website.
15.2 Defined terms: In these Terms, unless otherwise provided, the following terms shall have their meaning as specified:
Content means all text, graphics, user interfaces, visual interfaces, photographs,illustrations, audio, video, trademarks, logos, sounds, music, artwork and computer code including but not limited to the design, structure, selection, coordination, expression, look and feel and arrangement of such content contained on the Website which is owned controlled or licensed by or to us and is protected by Intellectual Property Rights.
Force Majeure Event means circumstances beyond our reasonable control shall include, but not be limited, to compliance with any laws, regulations, orders, acts, instructions or priority request of any government, or any department or agency, civil or military authority, acts of God, acts of the public enemy, your acts or omissions, fires, floods, strikes, lockouts, embargoes, wars, pandemics, endemics, labour or material shortages, riots, insurrections, defaults of our suppliers or subcontractors, delays in transportation, or loss or damage to goods in transit.
Intellectual Property Rights means all forms of intellectual property rights (whether registered or unregistered) in copyright, designs, patents, trade marks, logos, domain names, trade secrets, know-how, confidential information, editorial materials, photographs, illustrations, artwork and other graphic materials, and all other similar proprietary rights and all extensions and renewals thereof anywhere in the world which currently exist and/or are recognised in the future.
Material means any material in which you have Intellectual Property Rights provided by you for use on the Website or in the production, development and supply of the Products to you including, but not limited to, text, illustrations, photographs, audio, video, any combination of these or other material.
Products means general medical supplies, medical consumables, equipment, accessories, diagnostic equipment (stethoscopes, scales and more), medical equipment, furniture and fittings for medical clients (including beds, couches, tables, trolleys, waste disposal options and more), wound care products (bandage, gauze and wound closure supplies) and pharmaceuticals (including anaesthetics, vaccinations, pain treatment), and any other goods we may sell from time to time on our Website.
Terms means these terms and conditions of access to the Website and any additional terms, conditions, notices and disclaimers displayed elsewhere on the Website, as amended from time to time.
TMS means means Team Medical Supplies Pty Ltd (ACN 150 132 504) trading as Team Medical Supplies of ' - 30' Unit 29, 276-278 New Line Road, Dural, New South Wales 2158.
Website means https://www.teammed.com.au/,https://www.bpmedical.com.au/, or https://www.pharmavax.com.au/(as applicable) and all relevant sub-domains, and any other websites established and used by us from time to time.