Terms and Conditions

TERMS AND CONDITIONS OF SALE – AUSTRALIA Modified: June 2024

ADVANCED SKIN TECHNOLOGY PTY LTD ABN 88 007 203 447
including any of its subsidiary companies (“AST”) will supply goods and services (“Goods”) in accordance with the following terms and conditions (“Terms”)

 1. INTERPRETATION

In these Terms:

  (a) AST Dollars means the credit provided to the Buyer’s account for purchases by a Public Customer of Eligible Products in accordance with clause 21;
  (b) Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth);
  (c) Buyer means the buyer of the Goods specified in the Purchase Order;
  (d) Business Day means a day in which banks are open for business in Melbourne, Victoria and specifically excludes Saturdays, Sundays and Public Holidays;
  (e) Consumer means the definition of Consumer in section 4B of the Competition and Consumer Act 2010 (Cth);
  (f) Corporation has the meaning as set out in section 57A of the Corporations Act 2001 (Cth);
  (g) Eligible Clinic means a Buyer that meets the eligibility requirements listed in clause 21.4;
  (h) Eligible Products means Aspect®, Aspect Sun ® and Aspect Minerals ® products sold by the Seller through the Public Website;
  (i) Eligible Purchases means purchases of the Eligible Products made by a member of the public through the Public Website;
  (j) Goods means the product(s) and, if any, services supplied by the Seller which are specified in an Order or a Purchase Order;
  (k) Minimum Purchase Requirements mean the purchase values for relevant Goods as listed in Appendix A;
  (l) Modern Slavery Laws means the Modern Slavery Act 2018 (Cth), the Modern Slavery Act (NSW), the Modern Slavery Act 2015 (UK) and any relevant regulations or ancillary legislation in another jurisdiction of which the Seller is required to comply;
  (m) Order means an order through the Seller Website by the Buyer to purchase Goods from the Seller;
  (n) Public Customer means a member of the public who purchases products sold by the Seller through the Public Website;
  (o) Public Website means the internet based portal that the Seller uses to provide information about it as a company and to provide access to its digital services including the purchase by the general public of certain products offered for sale by the Seller;
  (p) Purchase Order means an order form provided by the Seller and completed by the Buyer for the acquisition by the Buyer of the Seller’s Goods in accordance with clauses 4 and 5 of these Terms;
  (q) Quarter means a period of three calendar months ending on March 31, June 30, September 30, or December 31;
  (r) Seller means Advanced Skin Technology Pty Ltd (ACN 007 203 447);
  (s) Seller Website means the internet based portal/s that the Seller uses to provide information about it as a company and to provide access to its digital services (such as ‘AST Online’) including the ability for Buyers to place orders for Goods; and
  (t) Terms means these terms and conditions of sale as amended from time to time.

Nothing in these Terms shall be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Australian Consumer Law) and which by law cannot be excluded, restricted or modified

2. GENERAL
2.1 The Goods sold to the Buyer by the Seller are done so on these Terms.
2.2 These Terms may only be waived or varied in writing and signed by an authorised representative of the Seller.
2.3 In the event of any inconsistency between these Terms and a Purchase Order including any terms imposed by a Buyer on a Purchase Order, these Terms govern in all regards and the inconsistency is to be read down and deemed to be void and of no force and effect.
2.4 If the Buyer accesses the Seller Website, including for the purchase of Goods, the Buyer is responsible for compliance with all applicable laws, regulations and policies of all relevant jurisdictions.
2.5 The Buyer acknowledges and agrees that the Seller may also offer for sale certain products or Goods for direct sale to the public via the Public Website.

3. CONDITIONS OF SUPPLY OF GOODS
3.1 The Buyer acknowledges and agrees that the Buyer must:
  (a) have executed these terms and conditions (including any amendments) before any Goods may be sold by the Seller to the Buyer;
  (b) only supply the Goods to its customers within Australia;
  (c) not, either directly or indirectly, sell the Goods to any individual agent or retail agent situated outside of Australia;
  (d) not exhibit or sell any Goods at any area outside the Buyer’s business premises;
  (e) not sell any Goods which are testers or displays;
  (f) not sell any Goods online except where:
  (i) the Seller expressly authorises that such Goods may be sold online; and
  (ii) these Goods are sold on the Buyer’s own website through a unique customer login and in accordance with any relevant guidelines or regulations as provided by the Seller to the Buyer from time to time;
  (g) not make any representations or warranties with regards to the Goods other than as authorised or directed by the Seller and in accordance with these Terms;
  (h) not incur any liability, pledge any credit or accept any contract (in writing or in any other form) on behalf of the Seller;
  (i) ensure that all relevant staff of the Buyer have completed appropriate training with regards to the Goods, including but not limited to completing mandatory online training through the AST Academy Portal (operated by the Seller) and attending in-person training conducted by the Seller on an annual basis; and
  (j) at all times act in good faith and in accordance with all relevant laws.
3.2 This agreement may be terminated by either party by providing the other party with 30 days written notice.

4. ONLINE ORDERS
4.1 Pricing of select Goods will be provided on the Seller Website.
4.2 Buyers will have the option to purchase these Goods directly from the Seller Website.
4.3 In order to submit an Order for the Goods through the Seller Website, the Buyer must create and subsequently log in to an account on the Seller Website. By creating an account, the Buyer agrees to providing Buyer information, including but not limited to the Buyers name (or company name), a contact number, email address and address for delivery. This information will be subject to the Seller’s privacy policy which can be accessed at https://www.advancedskin.com.au/ast/privacy-policy.
4.4 Before Buyers can submit an online Order for the Goods, Buyers will be required to:
  (a) confirm that they have read these Terms and that they agree to be bound by them;
  (b) where purchasing on behalf of a company, confirm that they have the appropriate permissions or authority to purchase the Goods; and
  (c) insert a valid and appropriate Purchase Order number.
4.5 It is the responsibility of the account holder to ensure any persons who have access to the Seller Website for the purpose of commercial transactions are authorised to do so, and the account holder is responsible for notifying the Seller of the termination of the user account or, where available, will use the system to terminate this user account themselves.
4.6 All transactions entered into on the Seller Website will be treated by the Seller as genuine and valid orders and the Seller accepts no responsibility or liability for transactions or representations made by any user that does not have appropriate permissions or authority to enter into the transactions. Any representation made that a user works for a Buyer will be taken as valid by the Seller and, if found to be contrary, will be treated as fraudulent misuse of the Seller Website by the user.
4.7 The Seller provides no guarantee that the Seller Website will be secure or free from bugs, viruses, or any other type of malicious code or software. The Buyer is responsible for configuring its own technology to access the Seller Website including ensuring it has its own antivirus protection in place.

5. ORDER PROCESS
5.1 The Seller will provide to the Buyer a price list with the prices for the Goods accessible by the Buyer and the recommended retail prices of the Goods including GST (Price List). This Price List is valid for 30 days from the date it is provided to the Buyer by the Seller.
5.2 The Buyer may place a Purchase Order by telephone or email on the details below:
    Telephone (during business hours): AUS 1800 648 851
    Email: customerservice@advskin.com.au
5.3 Subject to clause 4, the Buyer may also purchase Goods directly from the Seller Website.
5.4 The Buyer must allow five (5) Business Days for the Seller to receive, consider and process a Purchase Order or an Order from the Seller Website.
5.5 The Buyer agrees that all orders for Goods will incur a handling and/or freight fee as detailed on the Price List or at the checkout page on the Seller Website which is payable by the Buyer at the time payment is due for the Goods. 

6. SUB-DISTRIBUTION OF GOODS
6.1 Goods are sold to the Buyer on the strict and unequivocal understanding by the Buyer that the Goods may only be sold to clients or patients of the Buyer’s clinic(s) or practice(s).
6.2 The Buyer is strictly prohibited from distributing the Goods in any other way whatsoever including but not limited to any form of sub-distribution.

7. DRAWINGS, ETC
7.1 All specifications, drawings and particulars of weights and dimensions submitted to the Buyer for promotional or marketing use are approximate only and any deviation from any of these things does not vitiate any contract with the Seller or form grounds for any claim against the Seller.
7.2 Except as referred to in 7.1, the descriptions, illustrations and performances contained in catalogues, Price Lists and other advertising matter do not form part of the contract of sale of the Goods or of the description applied to the Goods.
7.3 Where specifications, drawings or other particulars are supplied by the Buyer for their own marketing or retail use, the Seller’s price is made on estimates of quantities required. If there are any adjustments in quantities above or below the quantities estimated by the Seller then any such increase or decrease will be adjusted on a unit rate basis according to unit prices set out in the Price List.

8. DELIVERY
8.1 The delivery times made known to the Buyer by the Seller upon placement of a Purchase Order or quoted in a confirmation email are estimates only and the Seller is not liable for late delivery or non-delivery as a result of factors outside the reasonable control of the Seller.
8.2 The Seller is not liable for any loss, damage or delay occasioned to the Buyer or its customers arising from late or non-delivery or late installation of the Goods.
8.3 For any non-delivery that is the fault of the Seller, the Seller will re-deliver the Goods or arrange delivery of replacement Goods as soon as practicable.
8.4 The Seller may at its option deliver the Goods to the Buyer in any number of instalments unless there is an agreement in writing agreed to by the Seller to the effect that the Buyer will not take delivery by instalments.
8.6 The Buyer agrees that if it alleges it has a claim for loss or damage or shortage of Goods delivered to the Buyer by instalments, the Buyer must submit a claim to the Seller in accordance with clause 10.

9. PASSING OF RISK
9.1 Risk in the Goods passes to the Buyer upon the earlier of:
  (a) delivery of the Goods to the Buyer; or
  (b)  collection of the Goods from the Seller or any bailee or agent of the Seller by the Buyer and/or the Buyer’s agent, carrier or courier.

10. LOSS OR DAMAGE OR SHORTAGE OF GOODS IN TRANSIT
10.1 The Seller is not responsible to the Buyer or any person claiming through the Buyer for any loss or damage to Goods in transit caused by any event of any kind by any person outside the reasonable control of the Seller.
10.2 The Buyer must notify the Seller in writing of loss or damage or shortage of Goods, within five (5) Business Days of the date of receipt of the Goods. If any Goods received by the Buyer are different to the Goods specified on a Purchase Order or detailed in a confirmation email, the Buyer must notify the Seller within five (5) Business Days of the date of receipt of the Goods.
10.3 Provided the Buyer has notified the Seller in accordance with 10.2 above, and the Seller is satisfied that the Buyer has submitted a genuine claim, the Seller will replace the Goods which have been damaged or lost or the Goods which are different to the Goods specified on a Purchase Order or in a confirmation email with the Goods specified on the Purchase Order or confirmation email.
10.4 The Buyer waives any claim for loss or damage or shortage of Goods or for Goods which are different to the Goods specified on a Purchase

11. SENSITIVITY TO THE GOODS
11.1 If a customer of the Buyer claims to be or reports that they are sensitive to the Goods, the Buyer acknowledges and agrees that:
  (a) The Buyer will advise their customer to discontinue using the Goods immediately;
  (b) The Buyer will promptly provide to the Seller in writing, a full description of the claim made by their customer, including the customer’s contact detail, including but not limited to the customer’s full name, address and phone number (“the Customer’s Claim”);

  (c) Upon the Seller receiving the Customer’s Claim from the Buyer, the Seller will investigate the Customer’s claim and determine what, if any, course of action is appropriate, in the Seller’s sole discretion.

12. WARRANTY AGAINST DEFECTS
12.1 The Seller warrants against defects in its Goods however such warranty is limited to the extent of the manufacturer’s factory warranty as provided in writing with the Goods.
12.2 Clause 12.1 will be operative so long as:
  (a) Defects have arisen solely from faulty materials or workmanship in relation to the Goods;
  (b) The Goods have not received mistreatment, inattention or interference by the Buyer which has caused or contributed to the alleged defect;
  (c) Accessories of any kind used by the Buyer in conjunction with the Goods are manufactured by or approved by the Seller if the Seller is otherwise entitled to assert that such have contributed to or caused the alleged defect; and
  (d) The defective Goods are promptly returned at the Buyer’s cost to the Seller with a defects claim, as further explained below.
12.3 Further to clause 12.2, the Seller has no liability to remedy any defects in Goods or replace Goods where the damage arose from:
  (a) Improper use by the Buyer;
  (b) The use of accessories including consumables, which were not manufactured by or approved in writing in advance by the Seller;
  (c) Any contamination or leakages caused or induced by the Buyer;
  (d) Any modifications of the Goods which were not authorised in writing by the Seller;
  (e) Any misuse of the Goods by the Buyer or anyone for whom the Buyer has a legal responsibility (including a minor);
  (f) Any use or operation of the Goods outside of the physical or environmental specifications of the Goods;
  (g) Inadequate or incorrect skin consultation between the Buyer and the Buyer’s customer;
  (h) Inadequate or improper maintenance of the Goods; or
  (i) Fair wear and tear of the Goods.
12.4 The Seller is not liable for and the Buyer releases the Seller from any claims in respect of faulty or defective design of any Goods supplied unless such design has been wholly prepared by the Seller and the responsibility for any claim has been specifically accepted by the Seller in writing. In any event the Seller’s liability under this paragraph is limited strictly to the replacement of any defective Goods in accordance 13.1 (b) of these conditions.
12.5 Except as provided for in these conditions and under the Australian Consumer Law, all express and implied warranties, guarantees and conditions, under statute or general law, as to merchantability, description, quality, suitability or fitness of the Goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are expressly excluded and disclaimed to the fullest extent permissible at law. The Seller disclaims liability for physical or financial injury, and loss or damage arising from the Goods to the fullest extent permissible at law.
12.6 The Seller advises as follows:
  (a) The Goods come with guarantees that cannot be excluded under the Australian Consumer Law.
  (b) The Buyer is entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage, subject to the further provisions of this clause 12.
  (c) The Buyer is also entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure.
12.7 To the extent that the Buyer is considered a Consumer under the Australian Consumer Law, then the following statement applies, “Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.”

13. SELLER’S LIABILITY
13.1 To the maximum extent permitted by law, the Seller’s liability for a breach of a condition or warranty given by the Seller or implied by operation of or guarantee under the Australian Consumer Law is limited to:
  (a) in the case of Goods, any one or more of the following at the Seller’s sole and exclusive discretion:
    (i) the replacement of the Goods or the supply of equivalent Goods;
    (ii) the repair of the Goods;
    (iii) the payment of the cost of replacing the Goods or of acquiring equivalent Goods;
    (iv) the payment of the cost of having the Goods repaired; or
  (b) in the case of services, at the Seller’s sole and exclusive discretion:
    (i) The supplying of the services again; or
    (ii) The payment of the cost of having the services supplied again;
13.2 In order for the Buyer to make a claim under the warranty against defects as contained in clause 12, the Buyer must notify the Seller in writing as to the alleged claim (a Defect Claim) and must include with the Defect Claim the Good(s) which are the subject of the alleged Defect Claim.
13.3 The Defect Claim along with the Good(s) must be posted to the Seller (the provider of the warranty against defects) to the following address and at the Buyer’s cost:

  Advanced Skin Technology Pty Ltd
  6-8 Compark Circuit
  Mulgrave, VIC 3170  Attn: Customer Service

For further information, the Seller may also be contacted by telephone on 1800 648 851 and by email at customerservice@advskin.com.au.

13.4 In the event the Seller determines a Buyer’s Defect Claim is valid, in addition to any remedy the Seller agrees to provide the Buyer in accordance with the provisions in these conditions and in accordance with the Competition and Consumer Act 2010, (Cth) the Seller agrees to reimburse the Buyer for the Buyer’s reasonable shipping costs incurred in returning the Good(s) to the Seller with the Buyer’s Defect Claim.

14. PRICES
14.1 Unless otherwise stated all prices quoted by the Seller on the Price List or detailed on the Seller Website are net, exclusive of all taxes, insurance and transport which will be the sole responsibility of the Buyer, unless otherwise agreed in writing.
14.2 Prices for Goods will be charged at:
  (a) where a Price List has been provided, subject to clause 5.1, the price stated on the Price List; or
  (b) the pricing detailed on the Seller Website.
14.3 All pricing on the Website is subject to change without notice.

15. PAYMENT
15.1 The purchase price in relation to Goods is payable in accordance with the terms of account agreed between the Buyer and the Seller and in default of any such agreement is payable by the Buyer to the Seller in full immediately upon notice by the Seller that the Goods are ready for delivery.
15.2 Any payment by the Buyer to the Seller for the Goods supplied may be made by cash, credit card (MasterCard or Visa; commissions or surcharges may apply for payment made by credit card) or direct deposit from the Buyer’s bank account.
15.3 If payment by the Buyer to the Seller is made by direct deposit and/or internet banking facilities:

Any payment should be deposited to the following account (unless the Seller nominates another account in writing):
  Account holder: Advanced Skin Technology Pty Ltd
  Bank: Westpac
  BSB no: 033380
  Account no: 454274

A copy of the deposit slip with the Seller’s account number clearly printed must be sent to the Seller by email or by another mode of delivery directed by the Seller in writing.
Payment for Orders through the Seller Website

15.4 Where Goods are directly purchased from the Seller Website by the Buyer, the Buyer will log in to its account (as detailed in clause 4.3) and either pay on account (where this has been approved in advance), or through one of the other digital payment gateways offered. Payment gateways may or may not attract additional charges. Any additional fees or charges will be shown and will require acceptance on checkout for the Order to be processed.
15.5 If the Buyer has not been pre-approved to pay on account, then full payment for the Order must be processed through the Seller Website before the Goods will be dispatched.
15.6 Once payment has been processed an order confirmation on screen and / or a confirmation email and receipt will be sent through to the Buyer’s email address.

16. RIGHTS IN RELATION TO GOODS
16.1 The Seller reserves the following rights in relation to the Goods until all accounts owed by the Buyer to the Seller are fully paid:
  (a) Ownership of the Goods;
  (b) To enter the Buyer’s premises (or the premises of any associated company or agent where the Goods are located) without liability for trespass or any resulting damage and retake possession of the Goods; and
  (c) To keep or resell the Goods including any Goods repossessed pursuant to 16.1 (b) above.
16.2 If the Buyer has not paid the Seller for the Goods, the Seller shall be entitled to maintain an action against the Buyer for the purchase price of the Goods and any risk in the Goods will pass to the Buyer upon delivery.

17. BUYER’S PROPERTY
17.1 Any property of the Buyer under the Seller’s possession, custody or control is completely at the Buyer’s risk with regards to loss or damage caused by or to the property.

18. RETURNED GOODS
18.1 The Seller is not under any duty to accept Goods returned by the Buyer and will do so only on terms to be agreed in writing in each individual case.
18.2 If the Seller agrees to accept returned Goods from the Buyer under 18.1, the Buyer must return the Goods to the Seller at the Seller’s place of business and on such terms as shall be agreed between the Buyer and the Seller.

19. CANCELLATION OF ORDERS
19.1 No Order or Purchase Order can be cancelled or deferred without the prior written consent of the Seller.

20. GOODS SOLD
20.1 All Goods to be supplied by the Seller to the Buyer will be as described on the Purchase Order agreed by the Seller and the Buyer or as listed on the Seller Website.
20.2 If the description on the Purchase Order is modified, it must be as agreed between the Seller and the Buyer. This modification will then prevail over all other descriptions including any specification or enquiry of the Buyer.
20.3 All descriptions of the Goods on the Seller Website are subject to change without notice. 

21. AST DOLLARS
21.1 The Seller may offer Eligible Products for sale to Public Customers via the Public Website.
21.2 At the point of purchase, Public Customers will have the option to select an Eligible Clinic from a drop-down menu on the Public Website to nominate as their preferred clinic or referring clinic. This selection is at the sole discretion of the Public Customer and is not a requirement for the purchase of any products on the Public Website.
21.3 For each purchase of Eligible Products by a Public Customer where the Public Customer has selected an Eligible Clinic in accordance with clause 21.2, the Seller will allocate the equivalent of 30% of the total purchase of Eligible Products minus freight, payment processing fees and GST to the Eligible Clinic in AST Dollars.
21.4 To qualify as an Eligible Clinic and be listed in the drop-down menu on the Public Website, the Buyer must be in full compliance with these Terms and, if any Terms have been breached, such breach must be fully cured and must not have occurred at any time in the prior Quarter.
21.5 If the Buyer has breached these Terms at any time, then the Buyer will be removed as an Eligible Clinic from the drop-down menu on the Public Website until the Buyer has remedied such breach and has remained in compliance with these Terms for at least one Quarter.
21.6 The Seller will provide any Buyer that qualifies as an Eligible Clinic with a monthly automated spend report that demonstrates any Eligible Purchases where the Buyer was nominated as an Eligible Clinic by Public Customers. These reports will not show any personal information or individual details of the Public Customers. Any amounts paid for taxes or shipping will be deducted from the total spend before the calculation of any AST Dollars. The Seller will credit the Buyer’s account with the corresponding AST Dollars reflective of the Eligible Purchases.
21.7 The Buyer may use any AST Dollars on the Buyer’s account for future purchases of Goods.
21.8 The Seller may update or terminate its provision of AST Dollars and/or this clause 21 in whole or in part at any time, and without notice to the Buyer.

22. FIND A CLINIC
22.1 The Seller will maintain on the Seller Website and the Public Website an interactive map and list of clinics that stock the Goods (Clinic Map) to allow potential users of the Goods to search for locations that stock the relevant Goods.
22.2 For a Buyer to be included in the Clinic Map, it must have achieved the Minimum Purchase Requirements for each relevant category of Goods to ensure that there are reasonable levels of Goods available for purchase from the Buyer at any time.
22.3 If the Buyer has failed to reach the Minimum Purchase Requirements for any category of Goods in the prior six (6) month period, the Buyer will be removed as a stockist from the Clinic Map with reference to the particular category of Goods until the Buyer has rectified such failure. The Clinic Map will be automatically updated on a monthly basis.

23. INDEMNITY
23.1 The Buyer indemnifies on a continuing basis and on a full indemnity basis the Seller from and against any liability, loss, expense or demand, including legal costs on a solicitor/client basis, for or arising from any false, misleading or deceptive representation or statement made by the Buyer in respect of the Goods to any person. This indemnity survives termination of this agreement by either party for any reason.

24. PRIVACY
24.1 All transactions will be governed by the Seller’s privacy policy which can be found at https://www.advancedskin.com.au/ast/privacy-policy.
24.2 If the Buyer uses any of the services provided on the Seller Website, including to set up an account to purchase the Goods, the Seller will require the Buyer to provide certain information about the Buyer, including the Buyer’s name, address, email address and phone number. This information is required to enable the Seller to process the Order/s correctly and effectively. The Seller may also use the information provided by the Buyer to conduct a credit check, the approval of which will be required before the Buyer has the ability to pay on account.
24.3 Certain Buyer information is required to enable the Seller to process the Purchase Order/s correctly and effectively. The Seller may also use the information provided by the Buyer to conduct a credit check.
24.4 The Buyer must comply with all applicable laws which apply to the collection, use and disclosure of personal information including, but not limited to, where relevant obtaining and recording relevant patient consent for personal information to be disclosed to the Seller or to an offshore entity for the provision of technical support services.
24.5 The Seller will only ask for and use personal information reasonably necessary for or directly related to the Sellers’ functions and activities as a provider of the Goods.
24.6 When a Buyer, or any other user, visits the Seller Website, the web server automatically logs certain non-personally identifiable data about the visit.
24.7 The Seller, and the Seller’s parent company, Device Technologies, uses software to measure and audit activity on the Seller Website.
24.8 The Buyer may contact the Sellers’ Privacy Officer at privacy@device.com.au to find out what information the Seller has collected.
24.9 The Seller will not provide the Buyer’s personal information to third parties without the Buyer’s prior written consent.

25. EXCLUSION OF REPRESENTATIONS AND ARRANGEMENTS
25.1 These terms and conditions supersede and exclude all prior and other discussions, representations (contractual or otherwise) and arrangements relating to the supply of the Goods or any part of the Goods including, but not limited to, those relating to the performance of the Goods or any part of the Goods or the results that ought to be expected from using the Goods.

26. NO WAIVER
26.1 The failure of any party to enforce the provisions of this agreement or to exercise any rights expressed in this agreement is not to be a waiver of such provisions or rights and does not affect the enforcement of this agreement.

27. FORCE MAJEURE
27.1 If by reason of any fact, circumstance, matter or thing beyond the reasonable control of the Seller, the Seller is unable to perform in whole or part any obligation under this agreement, the Seller is relieved of that obligation under this agreement to the extent and for the period that it is so unable to perform and is not liable to the Buyer in respect of such inability.

28. BUYER ACKNOWLEDGEMENT
28.1 The Buyer acknowledges that the above provisions of these Terms are reasonable and reflected in the price of the Goods and the Buyer accepts the risks of the Buyer associated with these Terms and/or shall insure accordingly.

29. PLACE OF CONTRACT
29.1 The contract for sale of the goods is made in the State of Victoria.
29.2 The parties submit all disputes arising between them to the courts of the State of Victoria and any court competent to hear appeals from those courts of first instance.

30. GUARANTEE

30.1 If the Buyer is a Corporation, by signing this document and/or submitting any Purchase Order or Order, the directors of the Corporation acknowledge and agree;
  (a) To be jointly and severally liable for the due payment of all Goods delivered to the Buyer and for any costs incurred by the Seller to enforce the Buyer’s obligation for the due payment of any Goods; and
  (b) To secure the payment of Goods by the Buyer or any costs incurred by the Seller to enforce the Buyer’s obligation for the payment of Goods, the Seller is entitled to claim an interest on any property (real or personal) which may be owned by any director of the Corporation and may lodge a Caveat on any real property owned by any director of the Corporation; or
  (c) If the Seller requests a charge over the assets of the Corporation, the Buyer will deliver a duly executed charge over the assets of the Corporation in favour of the Seller.

31. SUPPLY CHAIN AND OPERATIONAL INTEGRITY
31.1 Each party to this Agreement must comply with all Modern Slavery Laws, including but not limited to those that prohibit bribery, corruption and improper payments in Australia, the United Kingdom, New Zealand, United States of America and South East Asia.
31.2 Each party must do all that is necessary and within its respective power and control to ensure that it will not at any time offer, promise, give or receive any improper financial payment and/or other improper advantage to or from any person, customer, or supplier (whether a public official or otherwise) with the intention of influencing them and obtaining an advantage in the conduct of its business.

31.3 The Seller warrants and represents that:
  (a) it has conducted appropriate examinations of its supply chain and business operations and has found no evidence of exploitation, bribery, corruption, slavery, human trafficking or any other practice that may constitute a breach of any relevant law, including but not limited to the Modern Slavery Act 2018 (Cth) (the Act) or equivalent;
  (b) neither it, nor to the best of its knowledge, any of its officers, employees or subcontractors has committed an offence under the Act, been notified that it is under investigation relating to an alleged offense under the Act, or is aware of any circumstances in its supply chain that could give rise to an offense under the Act;
  (c) neither it, nor to the best of its knowledge any of its personnel, have engaged in, or will engage in, any collusive, anti-competitive or similar conduct in connection with this Agreement; and
 (d) no conflict of interest exists or is likely to exist in the Sellers’ performance of the Agreement.
31.4 The Buyer warrants and represents that:
  (a) it has conducted appropriate examinations of its supply chain and business operations and has found no evidence of exploitation, bribery, corruption, slavery, human trafficking or any other practice that may constitute a breach of any relevant law, including but not limited to the Modern Slavery Act 2018 (Cth) (the Act);
  (b) neither it, nor any of its officers, employees or subcontractors has committed an offence under the Act, been notified that it is under investigation relating to an alleged offense under the Act, or is aware of any circumstances in its supply chain that could give rise to an offense under the Act;
  (c) neither it, nor to the best of its knowledge its Personnel, have engaged in, or will engage in, any collusive, anti-competitive or similar conduct in connection with this Agreement; and
  (d) no conflict of interest exists or is likely to exist in the Buyer’s performance of the Agreement.
31.5 If either party becomes aware or has reason to believe that any of its officers, employees, subcontractors or persons associated with that party have breached or potentially breached any part of the Act, given or received any improper payment or advantage, or breached any other law or regulation whether in connection with this Agreement or otherwise, then it must immediately notify the other party. Such notice must set out the full circumstances of the breach or potential breach of the Act, improper payment or advantage, or any other breach or potential breach of any obligations, regulations, or Laws.
31.6 A breach of this clause by a party is a material breach of the Agreement and will allow the other party to immediately terminate the Agreement.

32. ASSIGNEE OR SUCCESSOR OF THE BUYER
32.1 If the Buyer is a Corporation these terms and conditions will bind any successor or assignee of the Corporation.
32.2 The Buyer is prohibited from assigning these Terms without the prior written consent of the Seller which consent may be withheld by the Seller at its sole discretion.

33. TRADEMARK AND COPYRIGHT
33.1 The Buyer may not make any claims in the name of the Seller on any intellectual property of the Seller including copyright and trademarks.
33.2 The Buyer may only use images of the Goods in the manner directed by the Seller and for the purposes of marketing the Goods to its customers.

Appendix A

Minimum Purchase Requirements for Goods
1. The below table reflects the Minimum Purchase Requirements of each category of Goods to allow the Buyer to be included on the Clinic Map as a stockist of the relevant Goods.

2. The Seller may update these Minimum Purchase Requirements at any time by providing at least 30 days written notice to the Buyer.