1. SUPPLY OF PRODUCTS
Urgobrace will sell and the Customer will buy Products in accordance with this Agreement.
1.2 Exclusion of all other terms and conditions
(a) This Agreement:
(i) includes any schedule that is executed by both parties;
(ii) applies to the exclusion of all other terms and conditions and supersedes all terms and conditions previously issued by Urgobrace or otherwise agreed between Urgobrace and the Customer;
(iii) overrides any terms of purchase used by the Customer to order and purchase the Products; and
(iv) applies to all future Purchase Orders made by the Customer.
(b) No variation of this Agreement is binding unless expressly agreed in writing by an authorised representative of Urgobrace.
2. PRODUCT OFFERING
2.1 Price of Products
(a) Urgobrace will advise the Customer of the Purchase Price of the Products via its Website urgobrace.wpengine.com
(b) Unless expressly stated otherwise, the Purchase Price is exclusive of GST and all other taxes, duties or government charges levied in respect of the Products.
(c) Unless otherwise stated in a Quote, the Purchase Price includes packing in accordance with Urgobrace’s standard practice. Any additional or other packing requested by the Customer or reasonably deemed necessary by Urgobrace will be at an additional charge.
(d) Urgobrace reserves the right to change the Purchase Price in its absolute discretion.
2.2 Purchase Order
(a) By placing a Purchase Order the Customer accepts the terms and conditions of this Agreement.
(b) Purchase Orders must be made via the Urgobrace website or to firstname.lastname@example.org, and must be complete.
(c) Once accepted by Urgobrace, Purchase Orders cannot be cancelled or varied by the Customer, without Urgobrace’s prior agreement in writing.
3. INVOICING AND PAYMENT
3.1 Details in Invoice
All Invoices issued by Urgobrace will include details of the Purchase Price and any other costs and charges payable by the Customer in accordance with this Agreement, including (where relevant) all reasonable charges associated with the delivery of the Products, which will be paid by the Customer unless otherwise agreed.
3.2 Payment of Purchase Price
(a) Subject to clause 3.2(b), payment is due upon the order being placed by the Customer.
(b) If Urgobrace has agreed to supply the Products on account, the Customer must pay the Purchase Price plus any delivery charges set out in the Invoice, without deduction, within 30 days from the date of the Invoice.
(c) Where the Customer has requested multiple delivery dates, Urgobrace may choose to issue multiple Invoices.
3.3 Payment in cleared funds
Payment by cheque or other negotiable instrument is not regarded as received until funds are cleared.
Without in any way limiting Urgobrace’s right to require payment in full in accordance with clause 3.2, Urgobrace may at its sole discretion charge interest on overdue accounts at the default rate of 0.06% per day.
3.5 Recovery Costs
The Customer must pay all costs and expenses incurred by Urgobrace, its advisers, mercantile agents and any other person, in respect of any action instituted or considered against the Customer, whether for debt, possession of Products or otherwise.
3.6 No right to offset
No amount owing, whether present or future, actual, contingent or prospective and on any account whatsoever by the Customer to Urgobrace may be offset against any liability whether present, future, actual, contingent or prospective of the Customer to Urgobrace under this Agreement or on any other account whatsoever.
4. MINIMUM RESALE PRICE
The Customer may not sell any of the Products purchased from Urgobrace for less than the recommended retail price (RRP) that has been advised to you via the price list given to the Customer from time to time or as otherwise notified by Urgobrace from time to time, unless by written agreement.
5. DELIVERY OF PRODUCTS
5.1 Date for Delivery and Delay
(a) Urgobrace will use all commercially reasonable efforts to effect delivery of Products:
(i) currently in stock within 5 days; and
(ii) out of stock within 21 days,
of receipt of a Purchase Order (Delivery Schedule).
(b) Urgobrace will not be liable for any delay, failure or inability to deliver in accordance with the Delivery Schedule, including any delay caused by a Manufacturer.
(c) If Urgobrace becomes aware of any event likely to affect the Delivery Schedule, Urgobrace will give the Customer written notice of the event and take all reasonable steps to minimise the delay.
(d) The Customer is not relieved of an obligation to accept or pay for Products because of any delay in delivery.
5.2 Frustrated Delivery
A charge may be rendered to cover Urgobrace’s cost of any frustrated delivery (ie the Customer is not present at the delivery location on the date for delivery set out in the Delivery Schedule).
5.3 Products damaged or lost in transit
If Urgobrace is responsible for delivery of the Products, Urgobrace will, at its option, repair or replace any Products lost or damaged in transit, provided the Customer notifies Urgobrace of the loss or damage within 3 Business Days of the delivery or expected delivery.
6. USE OF PRODUCTS
6.2 Professional advice
Products should only be used in accordance with the advice of a physician or other qualified health professional.
6.3 Customer warranty
6.4 Information and drawings not part of Agreement
All descriptions, descriptive specifications, drawings, illustrations, data, dimensions or weights provided by Urgobrace or contained in Urgobrace’s catalogues are approximate, are intended as a general description only and will not form part of this Agreement.
Urgobrace will not be responsible for any Liabilities resulting directly or indirectly from use of a Product where:
(a) the Product has not been correctly maintained;
(c) the Product does not comply with any descriptions or specifications of the type referred to in clause 6.4; or
(d) the Product has been mis-prescribed or used in treatment of a physical condition which has been mis-diagnosed.
7. DEFECTIVE PRODUCTS
To the extent possible, the Customer must, within 7 Business Days of delivery of the Products, check whether the Products suffer from any Defect, shortage in quantity or failure to comply with the description or a Quote.
7.2 Notice of defect
The Customer must give Urgobrace written notice of any Defect within 7 Business Days of delivery of the Products.
7.3 Customer’s obligations
If the Customer gives notice under clause 7.2, it must:
(a) preserve the Products in the state in which they were delivered to the Customer; and
(b) return or otherwise deal with the Products in accordance with the instructions given to the Customer by Urgobrace.
7.4 Replacement of Products
Urgobrace will, at its option, replace Products, supply equivalent Products or pay the cost of acquiring equivalent Products only where:
(a) the Customer has given written notice under clause 7.2 and complied with clause 7.3, and Urgobrace is satisfied with the Customer’s claim; or
(b) if Urgobrace elects to have the Products returned to Urgobrace (or as Urgobrace directs), the Products are returned in the same condition as when first delivered to the Customer.
7.5 Urgobrace’s liability for Defects
(a) So far as permitted by Law:
(i) Urgobrace’s liability to the Customer in relation to any Defects is limited to replacement of Products, supply of equivalent Products or payment of the cost of replacement of Products or acquiring equivalent Products in accordance with clause 7.4; and
(ii) Urgobrace is not liable under any circumstances for damage arising from any Defects except in accordance with this clause 7.
(b) Urgobrace will remit postage costs incurred by the Customer in returning the Products either by funds transfer or as a credit, as agreed with Customer. Postage costs will only be remitted once the Defective Products have been returned and assessed by Urgobrace
(c) Should a Product returned to Urgobrace as defective be found on inspection by Urgobrace not to be faulty, such Product will be returned to the Customer and all charges for the freight and handling will be charged to and must be paid for by the Customer.
(d) unenforceable, it may be severed without affecting
Unless otherwise inconsistent with the context:
8.1 Agreement means the agreement constituted by this Credit Application and Terms and Conditions of Trade and the applicable Purchase Order.
8.2 Business Day means a day on which trading banks are open for business in Melbourne, Australia, except a Saturday, Sunday or public holiday.
8.3 Consequential Loss means any loss or damage suffered by the Customer or any other person which is indirect or consequential; or which is by way of loss of revenue, loss of profits, loss of goodwill or credit, loss of business reputation, future reputation or publicity, loss of use, loss of interest, damage to credit rating, or loss or denial of opportunity.
8.4 Customer means a customer supplied or to be supplied Products by Urgobrace.
8.6 Delivery Details means the requested details of delivery of the Products set out in the Purchase Order, including details of multiple delivery dates (where applicable), date, time, location, and freight forwarder or port of delivery (where applicable).
8.7 Force Majeure Event means any failure or delay in the performance of a party’s obligations under this Agreement as a result of a national strike, lockout, work stoppage, labour dispute, material shortage, utility outage, delay in transportation, fire, flood, earthquake, severe weather, act of God, accident, trade sanction, embargo, act of war, act of terror, condition caused by national emergency, new or changed Law, or any other act or cause beyond the reasonable control and without fault of the delayed party, and whether affecting that party or its agents, subcontractors, dealers or suppliers, for as long as the circumstances prevail.
8.8 GST means any goods and services tax and any replacement or similar tax.
8.9 GST Law means A New Tax System (Goods and Services Tax) 1999 (Cth).
8.10 Guarantor means the guarantor or guarantors that have signed this Agreement and a reference to “Guarantor” includes all Guarantors.
8.11 Invoice means Urgobrace’s invoice for Products issued in accordance with clause 3.1 of this Agreement.
8.12 Law means any legislation, ordinance, regulation, bylaw, order, award, proclamation, direction and practice note of the Commonwealth, State or Territory or any government agency, certificate, licence, consent, permit, approval, qualification, registration, standard and requirement, or any other Law from which legal rights and obligations arise.
8.13 Liabilities means all damages, losses, liabilities, costs, charges, expenses, outgoings or payments (whether direct or indirect, consequential or incidental) including any damages, losses, liabilities, costs, charges, expenses, outgoings or payments in respect of any damage to property or injury to, or death of, any person.
8.14 Manufacturer means a third party entity which manufactures the Products.
8.15 Personnel means all employees, officers, agents and contractors.
8.16 Products means products supplied by Urgobrace as set out in the applicable Purchase Order.
8.17 Purchase Order means any order for Products, including the Delivery Details, placed by the Customer in accordance with clause 2.2.
8.18 Purchase Price means, except where a Quote has been provided, the list price of Products at the date of dispatch of the Products, as provided by Urgobrace in accordance with clause 2.1.
8.19 Quote means a written statement of price given by Urgobrace to the Customer for supplying specified Products, which may include specified terms and conditions such as packing and delivery requirements.
8.20 Related Body Corporate has the meaning given in section 9 of the Corporations Act 2001 (Cth).
8.22 Urgobrace means Global Assistive Technology Pty Ltd trading as ‘Urgobrace’ ABN 32 623 868 486 of 18B Tarkin Court, Bell Park, Victoria and each of its Related Bodies Corporate, successors and assigns.