Gene Target Solutions Pty Ltd. Unit 2A, 827 Old Northern Road, Dural, NSW, 2158
Tel: 02 8090 2675; Fax: 02 9653 9823; www.genetargetsolutions.com.au
ABN 74 133 820 112
1.1 Unless otherwise inconsistent with the context the word “person” shall also mean corporation;
1.2 “goods” shall include services.
1.3 Words importing the singular number shall be deemed to include the plural and vice versa. Words importing the male gender shall be deemed to include the female and neuter gender and vice versa.
2 Offers and Acceptance
2.1 Any quotation made by Gene Target Solutions is not an offer to sell or to provide goods. Gene Target Solutions shall not be bound by any order given in pursuance of any quotation until it is accepted in writing by Gene Target Solutions or by the commencement of supply or the provision of goods. Unless otherwise agreed in writing, all orders are subject to acceptance by Gene Target Solutions within 30 days of receipt by Gene Target Solutions of the order. These terms and conditions shall be deemed to be incorporated into any agreement between Gene Target Solutions and the purchaser. Any terms and conditions contained in any order, offer, acceptance or other document of the purchaser and all representations, statements, terms and conditions and warranties (whether implied by statute or otherwise) not embodied herein are expressly excluded to the fullest extent permitted by law.
2.2 Prices quoted are for the supply of goods only and not for technical data, proprietary rights of any kind, or patent rights. All prices quoted or agreed upon maybe subject to a price variation where the exchange rate variation exceeds the base rate indicated on the quotation by +/- 3%.
2.3 Insofar as goods or services supplied by Gene Target Solutions are not of a kind ordinarily acquired for personal domestic or household consumption, and unless the purchaser establishes that reliance on this provision would not be fair and reasonable, the liability for breach of a condition or warranty; implied into this contract by the Trade Practices Act 1974 (other than a condition implied by Section 69) is limited: (a) in the case of goods to any one of the following as determined by: (i) the replacement of the goods or the supply of equivalent goods; or (ii) the repair of the goods; or (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the costs of having the goods repaired: (b) in the case of services to any one of the following as determined by: (i) the supplying of the services again, or (ii) the payment of the cost of having the services supplied again.
3.1 Any date quoted for delivery is an estimate only unless a guarantee shall have been given by Gene Target Solutions in writing. The purchaser shall accept and pay for goods if and when tendered notwithstanding any failure by Gene Target Solutions to deliver by the quoted date. Written advice to the purchaser that goods are ready for delivery whether in whole or in part shall constitute tendering and the terms of payment shall apply.
3.2 Gene Target Solutions shall not be liable to any purchaser or any other party for any loss or damage including direct or indirect or consequential injury loss or damage whatsoever by reason of any delay in delivery whether the same is due to the negligence of Gene Target Solutions or any other party, actions constituting fundamental breach of contract, strike or any other industrial action, or any other cause whatsoever.
3.3 Gene Target Solutions reserves the right to deliver by installments and if delivery is made by installments the purchaser shall not be entitled to terminate or cancel the contract.
3.4 Any quotation containing a provision to supply goods “ex stock” is subject to fulfillment of prior orders at the date of receipt of the purchaser’s order.
4.1 Unless otherwise agreed in writing payment terms are balance due 30 days from the date of invoice of the products to the purchaser.
4.2 This term as to the payment shall be of the essence of the contract.
4.3 If payment is not received by the close of business on the due date, an administration fee of 5% of the balance due will accrue on a monthly basis.
4.4 In the event that the purchaser continually fails to make payment within the agreed trading terms then the purchaser shall pay for all goods in advance for future purchase orders.
5.1 Notwithstanding the delivery of the goods or part thereof the goods remain the sole and absolute property of Gene Target Solutions as full legal and equitable owner until such time as the purchaser shall have paid Gene Target Solutions the full purchase price together with the full price of any other goods the subject of any other contract with Gene Target Solutions.
5.2 The purchaser acknowledges that he receives possession of and holds goods delivered by Gene Target Solutions solely as bailee for Gene Target Solutions until such time as the full price thereof is paid to Gene Target Solutions together with the full price of any other goods then the subject of any other contract with Gene Target Solutions.
5.3 Until such time as the purchaser becomes the owner of the goods, he will: (a) store them on the premises separately; (b) ensure that the goods are kept in good and serviceable condition; (c) secure the goods from risk, damage and theft; and (d) keep the goods fully insured against such risks that are usual or common to insure against in a business of a similar nature to that of the purchaser.
5.4 The purchaser grants Gene Target Solutions, its employees and agents an irrevocable license to enter premises occupied by the purchaser or any related body corporate or agent of the purchaser, for the purpose of exercising Gene Target Solutions rights specified in Clause 5.1. Gene Target Solutions may use reasonable force to take possession of the Goods without liability for trespass, negligence or payment of compensation to the purchaser or any related body corporate or agent of the purchaser.
Unless otherwise agreed in writing, risk in the goods shall pass to the purchaser at the time when the goods have been placed on the vehicle which is to effect delivery from Gene Target Solutions store or warehouse or delivery to the purchaser whichever is the sooner. The goods shall remain at the purchaser’s risk at all times.
7.1 Subject to clause 2.2 herein, Gene Target Solutions shall not be liable for any loss or damage whatsoever and howsoever arising whether direct indirect or consequential or in respect of any claim whenever and however made for any loss or damage deterioration deficiency or other fault or harm in the goods manufactured, work executed or services provided by or on behalf of or in any arrangement with Gene Target Solutions or occasioned to the purchaser or any third or other party or to his or their property or interest and whether or not due to the negligence of Gene Target Solutions its servants or agents.
7.2 As soon as any of the facts or matters which form any part of any claim or complaint whatsoever become known to the purchaser, the purchaser shall within fourteen days notify Gene Target Solutions in writing of the same.
7.3 Gene Target Solutions shall not be liable in any circumstances for any: (i) defects or damages caused in whole or in part by misuse, abuse, neglect, electrical or other overload, no suitable lubricant, improper installation repair or alteration (other than by ) or accident. (ii) any transport freight charges installation removal labour or other costs; (iii) defects in goods not manufactured by Gene Target Solutions but will endeavour to pass on to the purchaser the benefit of any claim made by Gene Target Solutions and accepted by the manufacturer of such goods under a warranty given by the manufacturer of such goods provided that nothing contained in this subparagraph shall limit the rights of the purchaser to proceed against Gene Target Solutions pursuant to the Trade Practices Act 1974.(iv) technical advice or assistance given or rendered by it to the purchaser or not in connection with the manufacture construction or supply of goods for or to the purchaser provided always that Gene Target Solutions has rendered such services with due care and skill and that any material supplied in connection with those services are reasonably fit for the purpose for which they are supplied.
7.5 The exemptions, limitations, terms and conditions in these terms and conditions shall apply whether or not the loss or damage is caused by negligence or actions constituting fundamental breach of contract.
No goods may be returned to Gene Target Solutions without prior written authorisation via a return material authorisation (RMA). A restocking fee of up to 20% of the price shall be payable by the purchaser for all returns which relate to incorrectly ordered goods. Order cancellations will be accepted solely at the discretion of Gene Target Solutions and any cancellation penalties applied by the manufacturer will be paid by the purchaser.
9 Force Majeure
Gene Target Solutions shall not be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control (other than any payment obligations), including but not limited to Acts of God, fire, flood, tornado, earthquake, hurricane, lightning, government actions, actual or threatened acts of war, terrorism, civil disturbance or insurrection, sabotage, labor shortages or disputes, failure or delay in delivery by Gene Target Solutions suppliers or subcontractors, transportation difficulties, shortage of energy, raw materials or equipment, or Distributor’s fault or negligence. In the event of any such delay, the date of shipment of Products or provision of Servicesshall, at the request of Gene Target Solutions, be deferred for a period equal to the time lost by reason of the delay.
Upon the occurrence of default by the purchaser in compliance with these terms or any other agreement with Gene Target Solutions;
10.1 Gene Target Solutions may at its discretion withhold further supplies of goods or cancel this agreement, or vary the terms of this agreement without prejudice to its rights hereunder PROVIDED HOWEVER that Gene Target Solutions may at any time and from time to time upon such terms as it may determine waive any of its rights under this Clause, but without prejudice to its rights thereafter of any of the events hereinbefore referred to or upon the continuation after any such waiver of any state of affairs the subject of such waiver.
10.2 Without prejudice to any other right or remedy the purchaser shall indemnify Gene Target Solutions against any costs’ fees charges and disbursements charged by any solicitor engaged for the purpose of the collection or recovery of moneys due and payable by the purchaser to Gene Target Solutions on an indemnity basis and any fees, charges, disbursements or commissions charged by any mercantile agency or debt collecting firm.
The Purchaser hereby charges with payment of any indebtedness to Gene Target Solutions all beneficial interest (freehold and leasehold) in land and personal property held now or in the future by the Purchaser. The Purchaser agrees that if demand is made by Gene Target Solutions, the Purchaser receiving such a demand will immediately execute a mortgage or other instrument of security, or consent to a caveat, as required, and against the event that the Purchaser fails to do so within a reasonable time of being so requested, the Purchaser hereby irrevocably and by way of security, appoints any credit manager or solicitor engaged by Gene Target Solutions to be its true and lawful attorney to execute and register such instruments. Notwithstanding any other provision in this clause and in addition thereto Gene Target Solutions may lodge a caveat noting the interest given by this charge on the title of any property of the Purchaser whenever it so wishes.
The Purchaser must pay to Gene Target Solutions any amount which is payable by Gene Target Solutions in respect of any supply to the Purchaser on account of GST. Each charge or fee for a supply rendered by Gene Target Solutions does not include an amount to cover the liability of Gene Target Solutionsfor GST on any supplies made under this agreement which are taxable supplies within the meaning of the GST Act. In relation to taxable supplies madeunder this agreement Gene Target Solutions agrees to issue the Purchaser with a tax invoice in accordance with the GST Act or a document satisfying the minimum information requirement set out in GSTR 2000/2003 to entitle a recipient of a taxable supply to claim an input tax credit without holding a tax invoice.
“GST” means GST as defined in a New Tax System (Good and Services Tax Act 1999). “Supply” means supply as defined in a New Tax System (Goods and Services Tax Act 1999).
This clause applies if the Purchaser is a trustee and whether or not Gene Target Solutions has notice of the Trust.
13.1 Where the Purchaser comprises two or more persons and any of those persons is a Trustee this clause applies to such Trustee.
13.2 The Purchaser agrees that even though the Purchaser enters into this Agreement as Trustee of the Trust, the Purchaser also shall be liable personally for the performance and observance of every covenant to be observed and performed by the Purchaser expressed or implied in this Agreement.
13.3 The Purchaser warrants its complete, valid and unfettered power to enter into this Agreement pursuant to the provisions of the Trust including power to obtain the credit facility from Gene Target Solutions and to enter into the covenants to be observed and performed by them expressed or implied in this Agreement and warrants that its entry into this Agreement is in the due administration of the Trust.
13.4 The Purchaser covenants that the rights of indemnity which it may have against the property of the Trust have not been, and in the future will not be, excluded, modified, released, lost or diminished (whether by agreement, breach of trust or otherwise).
13.5 The Purchaser shall not, without Gene Target Solutions prior written consent: (i) resign or be removed as Trustee of the Trust or appoint or allow the appointment of a new or additional Trustee of the Trust; (ii) amend or revoke any of the terms of the Trust; (iii) vest or distribute the property of the Trust or advance or distribute any capital of the Trust to a beneficiary or resettle any of the property of the Trust; (iv) permit a beneficiary to have the use, occupation, employment or possession of the property of the Trust; (v) do or permit or omit to do an act or thing in breach of the Trust or which would permit the Trustee to be removed as Trustee of the Trust; (vi) exercise or permit or allow to be exercised a power to change the vesting date of the Trust or provide for an early determination of the Trust; (vii) lend any money, give any guarantee or incur any debt other than in the ordinary course of business of the Trust; or
(viii) pay any of the income of the Trust to any beneficiary of the Trust if such payment will prejudice or affect the Purchaser’s ability to pay all monies due to .
The parties agree that service of any notices, demands, and proceedings summons suits or actions (process) upon the Purchaser may be effected by Gene Target Solutions or its solicitors sending such process by prepaid post to the address given in the Credit Application as the address of the Purchaser. Service shall be deemed to have been effected two business days after the posting of the process.
The parties agree that the terms and conditions applying to any credit account opened in the name of the applicant and any other contract between Gene Target Solutions and the purchaser shall be governed by the laws of the State of New South Wales in force for the time being and from time to time, and the parties irrevocably submit generally and unconditionally to the jurisdiction of the Courts of New South Wales in respect of claims, proceedings and matters arising out of or in respect of the said credit account or any said contract.