Natrocare Laboratories Standard Terms and Conditions of Sale for purchases of Goods through Natrocare Laboratories’ on-line store:
Natrocare Laboratories (“we”, “us”, “our” or “www.natrocare.com.au”) makes every effort to be fully transparent at all times.
Please refer to these Standard Terms and Conditions of Sale for details to ensure that you are fully aware of your rights and our obligations to you.
DISCLAIMER
As the use of the products once purchased by you, is outside the control of Natrocare Laboratories, we make no representation or warranty concerning the suitability of those products for any purpose. It is your sole responsibility to ensure that the products will have the qualities and attributes that will make them fit for purpose or any special purpose, even if that purpose is made known to us at the time. This includes responsibility on your part to conduct in a timely manner all appropriate tests and quality checks on the products and goods made from them. We disclaim any liability if any products are not suitable or fit for such purpose. All offers are subject to the Natrocare Laboratories Standard Terms and Conditions of Sale.
1. Interpretation
In these T&Cs and in any contract to which these T&Cs apply, unless inconsistent with the context:
a) Act means the Competition and Consumer Act 2010 (Cth) as amended from time to time;
b) Business Day means any day except Saturday or Sunday or a day that is a public or bank holiday in South Australia;
c) Claim means any claim, demand, action, expense, cost, loss, damages or proceeding;
d) Consequential Loss means loss, expense or damage arising from a breach of contract, tort (including negligence), under statute or any other basis in law or in equity including, but without limitation, the following: (a) to loss of profits; (b) loss of revenue; (c) loss of contracts or anticipated contracts; (d) loss or denial of opportunity; (e) loss of access to markets; (f) loss of goodwill; (g) loss of business reputation, future reputation or publicity; (h) damage to credit rating; (i) loss of use; (j) indirect, remote, abnormal or unforeseeable loss, or any similar loss whether or not in the reasonable contemplation of the parties at the time of formation of the Contract;
e) Contract means the contract order between Natrocare Laboratories and the Purchaser for or in relation to the sale and purchase of goods and services. A contract will only be made with persons with capacity to contract who are over the age of 18;
f) Force Majeure Event includes (but is not limited to) any acts of God, war, military action, terrorist attack, riots, strikes, lock outs, trade disputes, fires, flood, break downs, mechanical failures, interruptions of transport, Government action or any other cause whatsoever that is beyond the reasonable control of Natrocare Laboratories, whether or not of a like nature to those specified above;
g) Goods means any item of whatsoever nature which is sold or to be sold by Natrocare Laboratories to the Purchaser;
h) Government means, whether local or overseas, a government or government department or other body; a governmental semigovernmental or judicial person; international organisation regulating international trade; or a person who is charged with the administration of a law;
i) Insolvent means any application, agreement, resolution or appointment being made for a distress, execution, composition, or arrangement with creditors, insolvency proceedings, winding up, dissolution, administration, liquidation, receivership (administrative or otherwise), bankruptcy, the suspension of payments, any form of seizure not lifted within two months, a moratorium of indebtedness, or any similar proceedings in any jurisdiction in each case in respect of that party;
j) PPSA means the Personal Property Securities Act 2009 as amended from time to time;
k) PPS Register means the personal property securities registered established under section 146 of the PPSA;
l) Purchaser means the person or corporation who buys or has agreed to buy the Goods from Natrocare Laboratories;
m) Natrocare Group means Natrocare Laboratories Pty Limited (ABN 72 184 214 409) or such other company related to Natrocare Laboratories which accepts the Purchaser’s order by the issue of a Sales Order/ Confirmation;
n) Pallets means pallets used to transport the Goods;
o) Sales Order means the document so titled issued by Natrocare Laboratories that formally accepts/ confirms the order for the Goods from the Purchaser;
p) Security Interest has the meaning given under the PPSA;
q) Specifications means specifications as displayed on the Sales Order/ Confirmation;
r) The headings in these T&Cs are provided for convenience only and do not affect the interpretation thereof.
2. General
a) These T&Cs together with the relevant Sales Order/ Confirmation embodies the sole T&Cs of the Contract between Natrocare Laboratories and the Purchaser and supersedes all other conditions, representations and agreements between the parties (whether oral or in writing and whether made prior to the date of the Contract), unless expressly amended in writing by Natrocare Laboratories. In the event of any inconsistency arising between these T&Cs and the relevant Sales Order/ Confirmation, the T&Cs of the relevant Sales Confirmation shall prevail to the extent of such inconsistency.
b) These T&Cs shall without further notice apply to all future transactions between Natrocare Laboratories and the Purchaser in relation to the sale and purchase of the Goods, whether or not this document is delivered or executed in the course of the transaction, except to the extent otherwise agreed in writing by the parties.
c) None of the T&Cs contained in any document or other instrument supplied by or on behalf of the Purchaser (including without limitation those included in any purchase order or like document from the Purchaser) shall apply to or form part of the Contract, except and to the extent otherwise agreed in writing by Natrocare Laboratories.
d) All purchase orders provided by the Purchaser are subject to acceptance by Natrocare Laboratories and no Contract between Natrocare Laboratories and the Purchaser comes into existence until Natrocare Laboratories issues a Sales Order/ Confirmation in relation to the purchase order.
The Purchaser must notify Natrocare Laboratories in writing within two (2) Business Days if a Sales Order/ Confirmation contains any errors or omissions.
e) Natrocare Laboratories may vary these T&Cs from time to time with notice by republishing them online on the Natrocare Laboratories website together with the date on which the new T&Cs of sale become effective. It is the Purchaser’s obligation to check the Natrocare Laboratories website or ask Natrocare Laboratories to provide a copy of the most up to date T&Cs of sale at the time the Purchaser enters into a Contract. Each order or transaction will be governed by the T&Cs at that time.
f) Small business and remedies: If the Purchaser is a small business (as defined under the Australian Consumer Law or other relevant legislation), the Purchaser is hereby given the express opportunity to negotiate these T&Cs. Without limiting any remedies available under the Act, if the Purchaser believes a term contained in these T&Cs is “unfair” as defined under the Australian Consumer Law, any dispute will be addressed at first instance via the process set out in clause 22.
3. Payment
a) Unless otherwise agreed by the parties in writing, payment shall be made immediately to Natrocare Laboratories. All orders must be paid for prior to shipping. We accept VISA, MasterCard, PayPal (attracts a surcharge incl of GST). We also accept direct deposits and require a payment confirmation to be emailed to [email protected]. GST is applied to all orders and cannot be waived unless there is an exception e.g. for food grade materials. Import duties and taxes may apply to international orders.
4. Shipping and Delivery
Natrocare Laboratories has accounts with a number of freight forwarding companies and couriers.
On placement of an order through our online store, Natrocare Laboratories will process the order and verify availability, process payment, confirm the order and generate a shipping label from our carrier. We will ensure the Purchaser’s Goods are packed and protected during transportation, placing items in boxes and using protective materials. The shipping label will contain our address and the Purchaser’s destination address along with a barcode and special handling instructions.
At the time of purchase, you can select our carrier or your own to transport the package via ground, air etc. Shipping times and costs will depend on location and carrier and will be reviewed before payment. To discuss shipping by your preferred carrier, please contact [email protected] Freight calculation is based on weight, volume and destination and Natrocare can provide you with a freight quote before processing payment if requested at the time of your order. Should the selected carrier be experiencing delays we may find it necessary to select an alternative carrier.
Please ensure that you as the Purchaser, are fully aware of your rights and our obligations to you with respect to shipping and delivery.
a) Any time or date specified and accepted by Natrocare Laboratories for completion delivery, despatch, shipment or arrival of the Goods is an estimate only and does not constitute a condition of the Contract or part of the description of the Goods and is not of the essence of the Contract.
b) Unless otherwise stated in writing Natrocare Laboratories may make partial deliveries or deliveries by instalments in any amount it may determine and each such partial delivery or delivery by instalments shall be deemed to be a separate Contract and these T&Cs shall apply to each partial delivery or delivery by instalments.
c) The Purchaser shall notify Natrocare Laboratories within seven (7) days of delivery of any surplus, shortfall, non-compliance with the Specifications or loss or damage to the Goods delivered provided that it procures to Natrocare Laboratories competent evidence of such surplus, shortfall, noncompliance or loss or damage. Failure to so notify (and procure competent evidence as required under this clause) shall disentitle the Purchaser to any remedy in respect to the shortfall in non-compliance or loss or damage to the Goods delivered.
d) Subject to clause 4.d) the Purchaser is deemed to accept the Goods on delivery into the care, custody and control of the Purchaser or its agent, carrier or contractor.
e) Natrocare Laboratories is not responsible for damage to the Goods caused by or which arises from ordinary wear and tear, misuse, abuse (including improper or unsuitable use, storage, freighting or handling) by or on behalf of the Purchaser.
f) Natrocare Laboratories may assist with international orders and documentation for export purposes. Please check with your local shipping agent or customs broker. Additional processing fees for international orders will be discussed with you before the order is dispatched.
5. Risk and Title
a) Except as otherwise provided herein, the Goods shall be at the Purchaser’s sole risk immediately on their delivery into the care, custody and control of the Purchaser or its agent, carrier or contractor.
b) Property and title in the Goods will not pass to the Purchaser until such time as the Goods and all other goods supplied by Natrocare Laboratories to the Purchaser have been paid for in full.
c) The Purchaser and Natrocare Laboratories agree that the provisions of this clause 5 apply notwithstanding any agreement between the parties should Natrocare Laboratories grant credit to the Purchaser.
6. Personal Property Securities Act 2009
a) For the purpose of this clause, the defined terms used in this clause have the meanings given in the PPSA. The Purchaser acknowledges and agrees that acceptance of these T&Cs which form part of the Contract constitutes a Security Agreement that covers the Collateral for the purposes of the PPSA.
7. Warranties and Exclusions of Liability
a) Natrocare Laboratories warrants that the Goods when delivered to the Purchaser will comply with any description for the Goods contained in the relevant Sales Order/ Confirmation and with the Specifications. Natrocare Laboratories is not required to supply goods with any specifications or characteristics that are outside any such description for the Goods or the Specifications.
b) The Purchaser acknowledges, agrees, represents and warrants that:
i) as the use of the Goods is outside the control of Natrocare Laboratories, the Purchaser is satisfied that the Goods will have the condition, characteristics, quality and attributes that will make them suitable or fit for any ordinary or special purpose required for those Goods, even if that purpose is made known to Natrocare Laboratories at any time;
ii) the Purchaser has or will in a timely manner conduct all mandatory or prudent tests and apply all mandatory or prudent quality control checks and procedures to ensure the Goods (whether for the purpose of using the Goods in the course of production or manufacture or repairing or treating other goods) and any product that is produced from them will be without defect and suitable or fit for any purpose required for the Purchaser; and
iii) the Purchaser has not relied upon any statement, representation, warranty, guarantee, condition, advice, recommendation, information, assistance or service provided or given by Natrocare Laboratories or anyone on its behalf in respect of the Goods, other than those that are expressly contained in the Contract.
c) The Purchaser releases and indemnifies Natrocare Laboratories and its officers, employees, consultants and agents from and against any Claims (including those brought by third parties) which may be brought against it or them, whether on their own or jointly with the Purchaser and whether at common law, under tort (including negligence), in equity, pursuant to statute or otherwise, in respect of any loss, death, injury, illness, cost or damage arising out of any breach by the Purchaser of any warranty provided by it under clause 7.b).
d) Except as expressly set out in the Contract to the full extent permitted by law:
i) all conditions, warranties, guarantees, terms and obligations expressed or implied by law or otherwise relating to the Contract or the performance of Natrocare Laboratories’ obligations under the Contract or to any goods or services supplied or to be supplied by Natrocare Laboratories under the Contract are excluded, except for those conditions and warranties as to title in the Goods;
and
ii) including without limitation, Natrocare Laboratories gives no condition, warranty or guarantee whatsoever as to the suitability, performance or fitness of the Goods for their ordinary or any special use or purpose, and the description of the Goods in any Contract or any other document shall not import any such condition, warranty or guarantee on the part of Natrocare Laboratories.
iii) Natrocare Laboratories is not liable for any replacement of the Goods or the supply of equivalent Goods, the repair of Goods as its liability is limited to the supply of the Goods and services but not liable for the freight component.
e) To the extent permitted by law, Natrocare Laboratories will have no liability to the Purchaser however arising and under any cause of action or theory of liability, in respect of special or Consequential Loss arising out of or in connection with the Contract or its performance.
8. Return of Goods
a) Natrocare Laboratories request that correct address details are provided at the time of purchase. Natrocare Laboratories are not responsible for non-delivery due to errors.
b) Goods supplied to the Purchaser are not returnable except as provided in clause 7 above and in the exception of where an order is returned intact due to an incorrect address, Natrocare Laboratories will refund the original order excluding the shipping fee.
c) In the event the Purchaser requests to return the Goods (unopened and unused) after delivery due to an error made by the Purchaser, despite the Goods being in accordance with clause 7.a) Natrocare Laboratories may, at its absolute discretion, accept or reject the return of the Goods, provided that the Purchaser pays a cancellation/ re-stocking fee (comprising of, where applicable, handling, storage, transport, interest (in respect of any delayed payments for the Goods) and disposal costs.
9. Indemnity
The Purchaser shall keep Natrocare Laboratories indemnified against all Claims and liabilities of whatsoever nature, including, without prejudice to the generality of the foregoing, claims of death, personal injury, damage to property and Consequential Loss which may be made against the Purchaser or which the Purchaser may sustain, pay or incur as a result of or in connection with the manufacture, sale, export, import or use of the Goods unless such Claims or liabilities shall be directly and solely attributable to any breach of contract or guarantee by, or negligence of, Natrocare Laboratories or its duly authorised employee or agent.
10. Health, Safety and Environment
It is the Purchaser’s responsibility to ensure that all applicable health, safety and environment regulations are observed and other appropriate steps taken in relation to the storage, handling, transport, disposal and the use of the Goods and potential hazards and the relevant information relating to the Goods, are brought to the attention of its employees, agents, sub-contractors, visitors and customers. Without prejudice to the foregoing, it is also the Purchaser’s responsibility to provide safe facilities for the reception of the Goods into storage.
11. Goods and Services Tax (GST)
a) In this clause the terms ‘GST’ and ‘supply’ have the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time.
b) Unless expressly stated otherwise, all prices quoted are exclusive of GST.
c) GST will be charged on those goods that attract GST at the applicable rate and the Purchaser must pay the GST inclusive amount on the supply.
12. Industrial Property Rights
a) The Purchaser shall not alter, remove or in any way tamper with any of the trade or other marks or numbers of Natrocare Laboratories attached to or placed upon the Goods.
b) The Purchaser agrees that nothing in the Contract grants the Purchaser any right, title or interest in any trade or other marks or numbers of Natrocare Laboratories that are attached to or placed upon the Goods and covenants not to claim any right, title or interest to the trade or other marks or numbers that are attached to or placed upon the Goods by virtue of any rights granted to the Purchaser by the Contract.
13. Force Majeure
a) Natrocare Laboratories shall not be under any liability whatsoever for the consequences of any failure on its part to perform or delay in performing any obligation under the Contract when due, whilst and to the extent that such failure or delay is due directly or indirectly to any Force Majeure Event. This includes any liability whatsoever for any delay in completion, delivery, despatch, shipment or arrival of the Goods or in the tender of any documents or the like or total or partial suspension of deliveries by Natrocare Laboratories.
b) If there is a Force Majeure Event, Natrocare Laboratories will notify the Purchaser of the event and the likely impact on its performance under the Contract.
c) If a Force Majeure Event continues for more than sixty (60) consecutive Business Days, either party may terminate the Contract by giving the other party a seven (7) days’ written notice.
d) Nothing in this clause 13 will excuse a Purchaser from any obligation to make a payment when due under the Contract or from performing its obligations under the Contract due solely to lack of funds.
14. Notices
All notices required or permitted to be given hereunder shall be in writing and shall be deemed given (i) upon the second Business Day after mailing, if sent by registered or certified mail, return receipt requested; (ii) upon delivery, if delivered by hand or by courier; (iii) when received, if sent by facsimile or email as indicated on the receipt of transmission to the parties at the designated address, or at such other address as may be designated by notice given in accordance with this provision.
15. Assignment
Neither party may assign or transfer or purport to assign or transfer any of its rights or obligations under or in connection with the Contract to any other person or corporation whatsoever without written consent of the other party.
16. Sub-contract
Natrocare Laboratories reserves the right to sub-contract (for example, delivery) the performance of any Contract or part thereof to any other party or person or corporation it may determine.
17. Proper Law and Jurisdiction
All Contracts made between Natrocare Laboratories and the Purchaser shall be governed by and construed in accordance with the laws of South Australia, Australia. The Purchaser agrees to submit to the non-exclusive jurisdiction of the South Australian Courts and courts of appeal therefrom for all purposes of or in connection with such Contracts.
18. Cost Recovery
Any expenses, costs or disbursements incurred by Natrocare Laboratories in recovering any outstanding monies owing by the Purchaser including debt collection fees and legal costs shall be paid by the Purchaser plus any reasonable out of pocket expenses as a debt due and payable.
19. Termination
a) Each party may terminate the Contract immediately if the other party:
i) commits a breach of any material term of the Contract or these T&Cs and such breach:
is not capable of remedy; or is capable of remedy but the other party fails to remedy that breach within thirty (30) days from the date of receiving notice in writing of any such breach; or
ii) becomes Insolvent.
b) If the Purchaser cancels or terminates a purchase order which has been accepted by Natrocare Laboratories, the Purchaser agrees to pay for the Goods and transport or disposal.
c) If a purchase order is cancelled or terminated by the Purchaser:
i) prior to its acceptance by Natrocare Laboratories, no contractual obligation exists between the parties; or
ii) after its acceptance by Natrocare Laboratories, the Purchaser shall pay Natrocare Laboratories for such Goods in accordance with these T&Cs.
20. Pallets
a) Where applicable, the Goods will be delivered to or collected by the Purchaser or its agent, carrier or contractor on non-returnable Pallets.
b) Rented Pallets will be used only if pre-arranged by Natrocare Laboratories and the Purchaser.
21. Hardship
a) For the purposes of this clause, “Hardship Event” means:
i) any changes in raw material inputs which leads to increased costs to Natrocare Laboratories in sourcing or transporting the Goods, including but not restricted to increases in fuel prices, energy costs, or freight and transport costs; and/or
ii) any changes to or introduction of new central or regional laws, regulations or policies which lead to increased costs to Natrocare Laboratories in sourcing the Goods; and/or
iii) any changes to the Specifications from Natrocare Laboratories’ supplier during the term of the Contract, with which the Purchaser does not agree.
b) If, at any time during the supply period to which the Contract relates, a Hardship Event occurs, Natrocare Laboratories may notify the Purchaser of such occurrence, and request a meeting to discuss appropriate changes to the terms of the Contract (including pricing terms or delivery dates) or adjustments to the supply price in light of such Hardship Event (“Hardship Notice”).
c) The Purchaser and Natrocare Laboratories will discuss possible options to minimise the impact of the Hardship Event, having regards to Natrocare Laboratories’ discussion with the manufacturer. If the parties are unable to reach agreement on appropriate changes to the Contract price or other terms of the Contract within fourteen (14) days of the date of the Hardship Notice, then Natrocare Laboratories may increase the price of the Goods to the extent required to pass on such increased costs resulting from the Hardship Event. Such cost increase shall take effect from the date of the Hardship Notice. The Purchaser is not obliged to agree to any change to the terms of the Contract as a result of a Hardship Event, however, if the parties are unable to reach agreement on appropriate changes to the Contract price or other terms of the Contract within fourteen (14) days of the date of the Hardship Notice, and Natrocare Laboratories is not prepared to continue supplying the Goods, then Natrocare Laboratories may suspend supply of the Goods for the balance of the term of the Contract.
22. Dispute Resolution
a) Before court or arbitration proceedings other than for urgent interlocutory relief may be commenced, the following steps must be taken to attempt to resolve any dispute that arises out of or in connection with the Contract (including any dispute as to the validity, breach or termination of the contract, or as to any claim in tort, in equity or pursuant to any statute).
b) Notice (“Dispute Notice”) must be given in writing by the party claiming that a dispute has arisen to the other party (or parties) to the Contract specifying the nature of the dispute.
c) Upon receipt of the Dispute Notice, the parties must attempt to agree upon an appropriate procedure for resolving the dispute.
d) If within 10 Business Days of receipt of the Dispute Notice the dispute is not resolved or an appropriate alternative dispute resolution process is not agreed, then the parties shall enter an independent mediation.
e) The parties must continue to perform their obligations under these T&Cs notwithstanding the existence of any dispute.
g) This clause will remain operative after the Contract has been performed and notwithstanding its termination.