Terms and Conditions

  1. Order
    1. The Purchaser must submit an Order for the Goods.
    2. The Supplier will accept or reject a submitted Order by notice in writing to the Purchaser, within 14 days of receipt. If no notice is received within that time frame, the Order is deemed rejected.
    3. These Terms will apply to any accepted Order. Where an Order is rejected, no agreement arises between the Purchaser and the Supplier.
    4. The Supplier will supply to the Purchaser the Goods in accordance with the accepted Order and these Terms.
  2. Delivery of Goods
    1. The Supplier will deliver the number of Goods specified in the accepted Order to the Delivery Address by the agreed method.
    2. The Supplier will use its best endeavours to deliver the Goods on or before the Delivery Date.
    3. The Delivery Date must not be less than 30 days from the date of the accepted Order, unless otherwise agreed by both parties.
    4. The Purchaser acknowledges and agrees that the Supplier does not guarantee delivery by the Delivery Date and no action may be taken by the Purchaser or its Personnel against the Supplier if delivery is later than anticipated or desired.
    5. The Purchaser must pay all costs associated with the delivery of the Goods including courier costs, import/export duties and any other taxes (Delivery Costs).
  3. Price and payment terms
    1. The Supplier will provide an invoice to the Purchaser for the Price and Delivery Costs. The Purchaser must pay the Supplier the amount specified in the invoice by the invoice due date. (Due Date).
    2. If the Purchaser fails to pay the amount specified in the invoice by the Due Date, the Supplier may charge the Purchaser interest on the overdue amount at the rate fixed under section 2 of the Penalty Interest Rates Act 1983 (Vic).
  4. Title and risk
    1. Title in the Goods passes to the Purchaser on the Purchaser paying to the Supplier, in cleared funds, the amount specified in the invoice issued by the Supplier to the Purchaser with respect to the Goods.
    2. Until title passes, the Purchaser must hold the Goods as bailee for the Supplier.
    3. Risk in the Goods passes to the Purchaser when the Goods are dispatched from the Supplier for delivery to the Purchaser.
  5. Intellectual Property
    1. The Purchaser acknowledges and agrees that, as between the parties, the Supplier owns all intellectual property rights in the Goods.
    2. The Purchaser must not, and must ensure that its Personnel must not, modify, reverse engineer or make copies or reproductions of the Goods for any purpose, except with the prior written consent of the Supplier.
    3. The Purchaser must not apply for, and must ensure that its Personnel must not, register or attempt to register, or authorise or assist any third party to apply for or register, under any statute or otherwise in any country, a patent or other form of intellectual property relating to or incorporating the Goods.
  6. Use of Goods
    1. The Purchaser acknowledges and agrees that the Goods, like all chromatography equipment, have a limited life expectancy and the quality of separations may diminish over time.
    2. To the fullest extent permitted by law, the Supplier excludes any warranties and makes no representations as to whether the Goods will be suitable for the Purchaser’s specific intended use of the Goods.
    3. The Purchaser must use the Goods in a safe manner, in accordance with standard and prudent chromatography practices, and in accordance with use instructions. The Supplier will not be liable to the Purchaser or any third party flowing from any failure of the Purchaser or its Personnel to use the Goods in a safe manner, in accordance with standard and prudent chromatography practices or in accordance with use instructions.
  7. Liability
    1. Subject to the remainder of this section 7, the Supplier is not liable to the Purchaser, its Personnel or to any other person for any indirect, incidental, special or consequential loss or damage, loss of profits or anticipated profits, economic loss, loss of business opportunity, loss of data or loss or damage resulting from wasted management time irrespective of whether:
      1. the loss or damage is caused by or relates to breach of contract, statute, tort (including negligence) or otherwise; or
      2. the Purchaser or any other person was previously notified of the possibility of the loss or damage.
    2. Subject to sections 7.4 and 7.5, the maximum aggregate liability of the Supplier to the Purchaser for all proven losses, damages and claims arising out of the supply and use of the Goods and the subject matter of these Terms, including liability for breach, in negligence or in tort or for any other common law or statutory action is limited to the Price.
    3. Any representation, warranty, condition, guarantee or undertaking that would be implied in these Terms by legislation, common law, equity, trade, custom or usage is excluded to the fullest extent permitted by law.
    4. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on the Customer by the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot be excluded, restricted or modified by agreement.
    5. To the fullest extent permitted by law, the liability of the Supplier for a breach of a non-excludable consumer guarantee referred to in section 7.4 is limited, at the Supplier’s option, to:
      1. the replacement of the Goods or the supply of equivalent goods;
      2. the repair of the Goods;
      3. the payment of the cost of replacing the Goods or of acquiring equivalent goods; or
      4. the payment of the cost of having the Goods repaired.
  8. Indemnity
    1. The Purchaser indemnifies and must keep indemnified the Supplier, its officers, employees and contractors, against all liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) of any kind (Loss) that the Supplier may pay, sustain or incur as a direct or indirect result of the Purchaser or its representative’s use, import or export of the Goods except to the extent such Loss is directly caused by the Supplier’s negligence or fraud.
  9. GST
    1. In this section 9:
      1. the expressions Consideration, GST, Input Tax Credit, Recipient, Supply and Taxable Supply have the meanings given to those expressions in the GST Act;
      2. Supplier means any party treated by the GST Act as making a Supply under these Terms; and
      3. unless otherwise expressly stated, all prices or other sums payable or Consideration to be provided under or in accordance with these Terms are exclusive of GST.
    2. If GST is imposed on any Supply made under or in accordance with these Terms, the Recipient of the Taxable Supply must pay to the Supplier an additional amount equal to the GST payable on or for the Taxable Supply, subject to the Recipient receiving a valid Tax Invoice in respect of the Supply at or before the time of payment.
    3. Payment of the additional amount must be made at the same time and in the same way as payment for the Taxable Supply is required to be made in accordance with these Terms.
    4. If these Terms requires a party (the First Party) to pay for, reimburse, set off or contribute to any expense, loss or outgoing (Reimbursable Expense) suffered or incurred by the other party (the Other Party), the amount required to be paid, reimbursed, set off or contributed by the First Party will be the sum of:
      1. the amount of the Reimbursable Expense net of Input Tax Credits (if any) to which the Other Party is entitled in respect of the Reimbursable Expense (Net Amount); and
      2. if the Other Party’s recovery from the First Party is a Taxable Supply, any GST payable in respect of that Supply, such that after the Other Party meets the GST liability, it retains the Net Amount.
  10. General
    1. These Terms, and any provision of these Terms, are not to be construed to the disadvantage of a party because that party was responsible for their preparation.
    2. A failure, delay, relaxation or indulgence by the Supplier in exercising any power or right conferred on the Supplier by these Terms does not operate as a waiver of the power or right. A single or partial exercise of the power or right does not preclude a further exercise of it or the exercise of any other power or right under these Terms. A waiver of a breach does not operate as a waiver of any other breach.
    3. Any provision of these Terms (or any part thereof) which is invalid in any jurisdiction must, in relation to that jurisdiction:
      1. be read down to the minimum extent necessary to achieve its validity, if applicable; and
      2. be severed from these Terms in any other case, without invalidating or affecting the remaining provisions of these Terms or the validity of that provision in any other jurisdiction.
    4. Nothing in these Terms will be construed as creating a relationship of partnership, of principal and agent or of trustee and beneficiary between the Purchaser and the Supplier.
    5. These Terms cannot be amended or varied except in writing signed by the parties.
    6. The Purchaser must not assign, transfer or novate any of its rights or obligations under these Terms without the prior written consent of the Supplier.
    7. These Terms will be governed by and construed with reference to the laws of the State of Victoria and the parties submit to the non-exclusive jurisdiction of the Victorian Courts.
    8. These Terms contain the entire understanding between the parties and supersede all prior communications and agreements between the parties, including any prior written or verbal undertakings or statements. The parties acknowledge that, except as expressly stated in these Terms, they have not relied on any representation, warranty or undertaking of any kind made by or on behalf of the other party in relation to the subject matter of these Terms.
  11. Definitions and Interpretation
    In these Terms, capitalised terms have the following meaning:

    • Delivery Date means the requested delivery date specified in the accepted Order, or as agreed by both parties.
    • Delivery Address means the address specified in the accepted Order as the address to which the Goods are to be delivered.
    • Goods means the integrated emitter and column used in nanospray mass spectrometry
    • GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
    • Order means the purchase order for Goods issued to the Supplier in the form of Annexure A.
    • Personnel means the Purchaser’s employees, officers, advisors, contractors, agents and sub-contractors.
    • Price means the price for the Goods as notified to the Purchaser by the Supplier and set out in the accepted Order.
    • Purchaser means the party specified in the Order purchasing the Goods.
    • Supplier means The Walter and Eliza Hall Institute of Medical Research.
    • Terms means these terms and conditions and any accepted Order.