Within these terms and conditions document, “we” “us” “our” and "Medlab" refers to either Medlab Pty Ltd or Medlab Clinical Ltd. Your access to and use of all information on the Medlab's website, including the purchase of our products, is provided subject to the following terms and conditions.
As we evolve and introduce new services and features on the Medlab website and in our business, our policies will be reviewed and may be revised. We reserve the right to amend this document at any time and will notify you by posting an updated version of this document on our website. We, therefore, recommend that each time you access the Medlab website you read these terms and conditions.
1. Sale of Products
Medlab sells multiple products that are governed by these terms and condition of sale. If you purchase a Medlab product you warrant that you have read and understood this document and agree to be bound by its terms and conditions. If you have any questions or concerns about this document you can email us: [email protected]
2. Price List
All products prices are recorded on the invoice relating to that supply. Any emailed quote by a Medlab employee is valid for 30 days from the day of quote. Current price lists are available on the Medlab website and can be emailed on request. We are entitled to vary the prices of our products without giving notice.
3. Product Descriptions
At Medlab, we try to ensure that all products are described as accurately as possible on our website. If we become aware of an inaccurate description, we reserve the right to correct any error or omission.
Images on the Medlab website have been provided for illustrative purposes only and we do not guarantee that any given image will reflect or portray the exact design or options relating to that product.
4. Ordering Products
- Medlab products are for sale to adults over the age of eighteen years. By purchasing products via our website, you acknowledge that you are over 18 years of age.
- We try to ensure that our product list is up to date and accurate, however, we give no undertaking as to the availability of any product advertised on our website.
- All pricing of Medlab products are in Australian Dollars (AUD). We reserve the right to amend our prices at any time.
- Delivery of products is an additional charge, calculated at the time of purchase. Special delivery requests may incur additional charges. Freight costs are associated with all international shipping. Please refer to our Shipping Policy for further information.
5. Payment of Medlab Products
- Payment of all Medlab invoices is due as per your individual supply agreements.
- Interest at the rate of 2%pcm will be payable to Medlab on any amount that is not paid by the due date.
- In addition to any overdue amounts and interest payable, you also agree to pay our costs of recovering any amount overdue, including but not limited, to the cost of time spent by our staff in seeking payment from you, legal costs and mercantile agent fees.
- Payment of our Invoices and accounts can be made as per details provided on the invoice
6. Product Returns
If you wish to return a faulty or damaged product, Please refer to our Returns Policy for information.
In addition to the Terms above, the following Terms relate to only pre-approved arrangements where Consignment Stock has been provided:
TERMS AND CONDITIONS – CONSIGNMENT STOCK
1. INTERPRETATION AND DEFINITIONS
- "Consignment Stock" shall mean Medlab branded products that are being held by the Client for sales but remains the legal title of Medlab.
- "Intellectual Property Rights" shall mean in relation to the Consignment Stock (as hereinafter defined) any and all product licence and marketing authorisation applications and approvals, clinical authorisations, patents, supplementary protection certificates, continuations, continuations in part, divisions, patents of addition, reissues, renewals, extensions, petty patents, utility models, trademarks and approvals, service marks, trade or business names, logos, brand names, inventions, formulae, specifications, protocols, processes, designs, design rights, patterns, trade secrets, data, information, copyrights in technical materials, copyrights, database rights, domain names or other similar property rights thereto whether registered or unregistered and including applications for the same.
2. PURCHASE ORDERS
The Client shall submit purchase orders to Medlab in writing. All purchase orders shall include:
- A description of and the quantity of each of the Consignment Stock to be ordered;
- The requested delivery date(s); and
- Any other information dictated by the circumstances of the order.
Ownership of, property in and title to any of the Consignment Stock remains with Medlab until such time as the Consignment Stock has been sold by the Client.
4. PRODUCT ACCEPTANCE
The Consignment Stock delivered by Medlab will be subject to inspection by the Client, and in the event, any Consignment Stock is found to be defective in material or workmanship, the Client shall have the right to reject within five (5) days of receipt of the Consignment Stock by the Client. Consignment Stock rejected by the Client shall have a failure report prepared and forwarded to Medlab. Medlab may request that samples of the allegedly defective Consignment Stock be sent to Medlab. On receipt, Medlab will assess the suspect Consignment Stock and determine a course of action. If the Consignment Stock is determined to be not merchantable or of acceptable quality, Medlab will accept the return of the damaged Consignment Stock. Each case will be assessed in isolation.
- The price charged by Medlab to the Client will be Medlab's then-current wholesale price less 10%. Monthly specials run by Medlab will not apply to Consignment Stock
- Medlab has the right at any time to revise the wholesale prices of the Consignment Stock.
- All prices described herein are exclusive of all applicable federal, state and local excise, sales, use and similar taxes and duties (collectively referred to as "taxes"). The Client shall be liable for and shall pay any and all applicable taxes invoiced by Medlab.
Terms of Payment shall be due at the end of the month following from the date of the invoice into the bank account nominated in writing by Medlab. Medlab factors an interest rate of 2% compounded monthly for all late payments.
7. OBLIGATIONS OF CLIENT
- The Client is to maintain the Consignment Stock in a manner suitable for Medlab to accept the return. If the Consignment Stock is damaged in any way (eg broken, opened, contains other labelling or too dirty to be sold), Medlab reserves the right to charge for the damaged Consignment Stock whether the Client has sold the Consignment Stock or not.
- The Client will provide access (at least monthly) to an authorised representative of Medlab in order to gain access to the Consignment Stock and to conduct a physical count of the. The Client will be issued with an invoice for any Consignment Stock that cannot be accounted for, or for any stock that has deemed to be unsuitable for return
- Maintain good stock rotation policies. New Consignment Stock is placed at the rear of the existing Consignment Stock (FIFO).
- Inter-store/clinic relocation or transfer of Consignment Stock is not permitted and will trigger a sale being deemed.
- Consignment Stock required to be maintained under special storage instructions (eg refrigerated) must be adhered to.
8. INVENTORY AND MINIMUM PURCHASES
Both parties will mutually agree with the products to be treated as Consignment Stock and to what inventory levels to be maintained. After the visit by the Medlab staff member, Consignment Stock levels may be amended as a result of discussions between the parties.
9. TERM AND TERMINATION
- The initial term of this Agreement shall be 6 months from the execution of this Agreement by the Client. Thereafter, this Agreement shall – subject to the rights to terminate contained herein or at law – continue for successive periods of 6 months (from the anniversary date of execution by the Distributor).
- Either party may, without penalty, terminate this Agreement in writing with 30 days notice.
- Termination or expiration of this Agreement shall not relieve or release either party from making payments which may be owing to the other party under the terms of this Agreement. Consignment Stock in the possession of the Client as at the effective date of termination or expiration shall be returned to Medlab.
- The Client acknowledges and accepts that it has no right to any compensation (howsoever desired) from Medlab where this Agreement is terminated by Medlab.
10. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights relating to the Consignment Stock remain the property of Medlab.
11. LIMITATION OF LIABILITY
- To the fullest extent permitted at law, Medlab's liability in respect of any claim or dispute regarding any product sold to the Client shall never exceed the price paid by the distributor for such product. The Client shall indemnify and hold harmless Medlab from any claim or liability in excess of such price.
- Further, to the fullest extent permitted at law, in no event will Medlab be liable for the costs of procurement of substitute products or services, lost profits or any special, indirect, consequential or incidental damages howsoever caused or on any theory of liability arising in any way out of this agreement. This limitation shall apply even if Medlab has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy provided herein.
12. GOVERNING LAW AND JURISDICTION
This Agreement takes effect under, is governed by and shall be construed in accordance with the laws of the State of New South Wales, Australia.
Updated and effective as at 19th November 2020