DentaPlus Australia Conditions of Sale

2. GENERAL. These terms and conditions govern all sales of goods by the Company and are the only contractual terms that bind the Company except as otherwise agreed to in writing by the Company or those, if any, which cannot be excluded by law.

3. QUOTATIONS. Any quotation made by the Company is not to be construed or operate as an offer or obligation to sell. The Company reserves the right to accept or reject all orders it receives in its absolute discretion. Quotations issued by the Company are valid for 30 days.

4. PRICES. The prices payable by the Purchaser are the Company’s prices ruling at the date the goods are delivered or shipped to the Purchaser. The unit price contained in any quotation is based on the quantities of goods referred to in the quotation. If there is any variation in the total quantity of goods ordered from that quoted, the Company reserves the right to amend the unit prices quoted. The unit price charged is based on the quantities of goods purchased in the order, and if there is any variation in the total quantity of goods purchased in an order the Company reserves the right to amend the unit prices charged, where there is not a valid reason for the change. Unless otherwise expressly stated, all prices are exclusive of taxes, imposts and duties, and such are payable by the Purchaser in addition to the price of the goods. The prices and graphics published on our site may contain technical inaccuracies or errors. We reserve the right not to accept a price incorrectly listed on a site.

5. PAYMENT. Unless otherwise agreed to in writing by the Company or otherwise provided on the Company’s invoices or price lists, payment for the goods and all other costs and expenses payable in accordance with these terms and conditions must be made to the Company within thirty (30) days from date of statement. If the Purchaser delays or defaults in respect of any payment, the Company reserves the right, in addition to other remedies it may have, to charge interest at a rate equivalent to 1% in excess of [such rates as shall be charged from time to time to the Company or its owner by its bankers for overdraft accommodation or other credit], such interest to be calculated from the date of delivery to the date of full payment by the Purchaser. Any payment by the Purchaser will be credited first against the interest accrued to the date of payment.

6. CREDIT – Credit may be given to customers who have their credit application approved by the Company prior to ordering goods. Where credit is given, the Company’s standard payment terms of full settlement of account on or by the last day of the month after goods were purchased shall apply. Any variation to payment terms must be authorised by the Company in writing.

Account payments are accepted by Cheque, EFTPOS, Credit Card or PayPal. Failure to pay an invoice on the due date entitles the Company to suspend delivery, refuse further orders and cancel any existing contract for supply without further notice.

The Company is authorized to make all reasonable enquiries as to the credit worthiness and financial responsibility of a customer who has applied for and/or been given credit including reports from credit reporting agencies from time to time. In the event of the company instructing its solicitors or mercantile agent to collect an overdue amount all legal fees and collection charges and tracing agents fee as between solicitor or mercantile agent and client shall be borne by the customer and all payments made shall firstly be made allocated towards such fees and charges thereafter to interest and finally capital.

Credit may be withdrawn if the customer exceeds the authorised credit limit.

Retention of Title

Goods means products supplied by or on behalf of the Company or otherwise offered for sale by the Company as recorded in any invoices, order forms or any other document or statement issued by the Company and including but not limited to dental, health and hygiene products.

The risk in the goods passes to the customer upon delivery to the customer’s premises or as the customer directs and title to the goods supplied by the Company remains with the Company until the customer has paid both the purchase price for the goods and any other money that they may owe to the Company at any time on any account.

The customer may sell or otherwise dispose of the goods in the ordinary course of the customer’s business.

Where the customer disposes of the goods before payment to the Company the proceeds of such disposal are the property of the Company and the customer holds the proceeds on trust for the Company. Further, the customer, in disposing of the goods before payment to the Company, does so as the Company’s fiduciary agent.

The Company may enter the customer’s premises or elsewhere within business hours and seize any goods which have not been paid for by the due date without the Company having to give notice to the customer and the customer waives the right to receive any statutory or Person Property Securities Act 2009 (PPSA) notice.

While the goods remain the property of the Company the customer agrees:

•   To store the goods separately at the customer’s premises so that they can be easily identified;

•   To only dispose of the goods in the ordinary course of the customer’s business;

•   Not to cause the goods to lose their identifiable character or be intermingled with other goods in any way by any process of its own or by a third party, except with the Company’s prior written consent.

•   That it has no rights or claim to any interest in the goods to secure any liquidated or unliquidated debt or obligation.

•   That it cannot claim any lien over the goods.

•   That it cannot create any absolute or defeasible interest in the goods in relation to any third party except with the Company’s prior written consent.

•       To provide the Company with access to the premises where the goods are stored to enable the Company to inspect and/or seize the goods.

The customer, by its acceptance of delivery of the goods adopts and accepts the trading terms set out in these terms and conditions.

The customer acknowledges and agrees this agreement is a security agreement for the purposes of the PPSA and that the Company will register its security interest in the goods and their proceeds as a purchase money security interest on the register.

Where the PPSA applies to action taken by the Company in relation to goods, the customer waives its right to receive any notice required under sections 95, 118, 121, 130, 132, or 135 of the PPSA.

The customer waives its rights under section 157 of the PPSA to receive notice of a verification statement.

The customer acknowledges that sections 96, 125, 135, 142 and 143 do not apply to this agreement.

The customer must provide the Company, if requested, with all assistance to enable the Company to register its security interest in the goods.

the Company reserves the right to require the customer to indemnify the Company on demand for all costs and expenses including legal costs on a solicitor/client basis associated with:

(a) Registration or amendment or discharge of a Financing Statement registered for or on behalf of the Company; and

(b) Enforcement or attempted enforcement of any security interest granted to the Company by the customer.

The customer must provide at least seven (7) days prior written notice to the Company of any change in its name, address or contact details.

The customer will not disclose any security agreement or other documentation disclosing any security interest nor any information of the kind described in section 275 (1) of the PPSA without the Company’s prior written consent unless required by law.

7. INFORMATION AND DRAWING. All descriptive specifications, illustrations, drawings, data, dimensions and weights supplied by the Company or otherwise contained in catalogues, price lists or other advertising matter of the Company are approximate only and are intended to be by way of general description of the goods. Such descriptive specifications do not form part of the contractual description of the goods unless agreed to in writing by the Company, in which case such they are subject to recognised trade tolerances.

8. DELIVERY.  Where the Company has agreed to deliver goods to the Purchaser and those goods are lost or damaged as a result of an act, neglect or default of the Company, the Company’s liability to the Purchaser is limited to either the price paid for the goods or replacement or repair of any goods lost or damaged, at the Company’s option. Any claims against the Company for such loss or damage must be made within three (3) days of the date of delivery. The Purchaser indemnifies the Company against all loss and expenses incurred by the Company, including any additional transport and storage charges, as a result of the Purchaser failing to take delivery of goods as agreed with the Company.

9. ACCEPTANCE. The Purchaser must notify the Company in writing, within seven (7) days of the date of delivery, of any non-compliance with the order (subject to the usual trade tolerances relating to weight, dimension and processing). If the Purchaser fails to give that notice then, to the extent permitted by statute, the goods shall be deemed to have been accepted by the Purchaser and the Purchaser must pay for the goods in accordance with the order and these terms and conditions.

10. RISK. Risk in goods supplied by the Company passes on delivery to the Purchaser or its agent. If the Purchaser fails to take possession of the goods within seven (7) days of being notified that the goods are ready for delivery:
(a) risk in those goods passes to the Purchaser;
(b) the Purchaser must pay for the goods in accordance with these conditions of sale; and
(c) the Purchaser will indemnify the Company against all loss and expenses incurred by the Company, including any additional transport and storage charges, as a result of such failure.

11. TITLE. Notwithstanding clause 10, title to goods remains with the Company until all monies owing in respect of those goods, including any amounts payable under clause 10(c), are paid by the Purchaser. Until such payment is received, the Purchaser must hold the goods as bailee for the Company, subject to the Purchaser’s right to deal with the goods in the ordinary course of business. If the goods are sold or consumed in the ordinary course of business, the Purchaser must hold any monies received on trust for the benefit of the Company. The Purchaser grants the Company an irrevocable licence to enter at any time, the premises of the Purchaser or any other premises under the Purchaser’s control, for the purposes of repossession of goods owned by the Company.

12. TERMINATION. The Company may terminate any contract for the supply of goods if:
(a) the Purchaser fails to pay any amount owing to the Company within 14 days of the date for payment;
(b) the Purchaser becomes insolvent;
(c) execution is levied against any of the Purchaser’s goods; or
(d) the Purchaser is placed in liquidation, whether voluntarily or otherwise.

13. WARRANTIES. (a) The only conditions and warranties that are binding on the Company in respect of the state, quality or condition of the goods supplied by it to the Purchaser are those imposed and required to be binding by statute (including the Competition and Consumer Act 2010) To the extent permitted by law, the liability of the Company arising from the breach of such conditions or warranties is, at the Company’s option, limited to the price paid for the goods, or the replacement or repair of the goods supplied to the Purchaser. Otherwise all other conditions and warranties, whether expressed or implied by law in respect of the state, quality or condition of the said goods which may apart from this clause be binding on the Company are expressly excluded to the extent permitted by law.
WARRANTIES. (b) Except to the extent provided above the Company will not be liable (including liability in negligence) to any person for any loss or damage, consequential or otherwise, suffered or incurred by that person in relation to the goods, including without limitation any failure, breakdown, defect or deficiency in the goods.

14. PRIVACY – Where the Purchaser provides personal information about its personnel or referees to the Company in the course of purchasing products from the Company, or applying for a credit account with the Company, the Purchaser undertakes to notify the relevant personnel that:
(a) their details have been provided to the Company;
(b) the purpose of that disclosure is to enable the Company to provide products to the Purchaser or to assess and administer a credit account with the Purchaser;
(c) they may request access to that information by writing; and
(d) the Company may disclose that information to its suppliers, agents and other organisations that the Company has arrangements or alliances with in the course of supplying products to the Purchaser or for the purpose of promoting the products or services of those entities to the Purchaser.

15. LEGAL CONSTRUCTION. These conditions are to be governed and interpreted according to the laws of New South Wales and the Company and the Purchaser consent and submit to the jurisdiction of the courts of New South Wales.