terms conditions of sale

Terms and Conditions

This document sets out the Standard Terms and Conditions of Sale (the Terms) that apply to all goods sold and services provided by LifeHealthcare Distribution Pty Limited (ABN 30 117 449 911) (LifeHealthcare).

1. APPLICABILITY
(a) By offering to purchase the goods and services set out in LifeHealthcare’s Quotation or where the Buyer’s purchase order is accepted by LifeHealthcare (Order), the Buyer accepts these Terms and these Terms become binding on the Buyer, and a legally binding contract is formed.
(b) A purchase order issued by the Buyer is an offer by the Buyer to enter into these Terms. LifeHealthcare’s acceptance may be evidenced by supplying all or part of the goods and services.
(c) These Terms incorporate any valid quotation provided by LifeHealthcare to the Buyer (Quotation).
(d) These Terms prevail over all terms and conditions of the Buyer. To the extent the Buyer’s terms and conditions are supplied to LifeHealthcare in respect of the goods or services (including as printed on purchase orders or consignment notes or other documents), such Buyer terms and conditions will be of no legal effect and will not constitute part of these Terms and any relevant purchase order (notwithstanding the endorsement, acceptance or signing of any such document by a representative of either Party or the annexing of any such terms and conditions to these Terms and any relevant Order).
(e) If this document contains or constitutes an offer, that offer remains open for acceptance for a period of thirty (30) days from this date or from the closing of tenders (if applicable). LifeHealthcare’s acceptance may be evidenced by supplying all or part of the goods and services.
(f) These Terms constitute the entire agreement. Any variation or waiver of these Terms must be by written agreement and signed by an authorised representative of LifeHealthcare and the Buyer. LifeHealthcare reserves the right to amend these Terms at any time.

2. QUOTATIONS & PRICES
(a) A Quotation is not an offer to supply but merely the non-binding provision of information by LifeHealthcare regarding its goods and services, and no contractual relationship shall arise until acceptance of an Order by LifeHealthcare.
(b) A Quotation will be valid for the term stated in the Quotation unless LifeHealthcare otherwise notifies the Buyer before acceptance by LifeHealthcare of an Order.
(c) Every Quotation shall be subject to and conditional upon any necessary import or export or other licence being obtained by LifeHealthcare or the Buyer.
(d) LifeHealthcare may impose a minimum order value.
(e) All pricing charged is in accordance with Quotes, tenders, contracts or as per LifeHealthcare’s standard customer pricing schedule, as agreed and amended from time to time. All pricing is exclusive of Goods and Services Tax (GST) and freight unless otherwise specified. The Buyer must pay an additional amount equal to any applicable GST. Products are subject to availability.

3. PAYMENT
(a) The Buyer must pay the price plus GST for the goods or services supplied by LifeHealthcare.
(b) All invoices are net payable seven (7) days from the date of Tax Invoice or as otherwise stipulated by LifeHealthcare.
(c) Where a credit account has been approved:
(i) payment shall be made on or before the last day of the month, following the month in which the products were delivered or the services were rendered, or within such other period or times as may be notified to the Buyer by LifeHealthcare; and
(ii) LifeHealthcare may, at any time, terminate any right which it has granted to the Buyer to purchase goods or services on credit, without the necessity of giving prior notice.
(d) In the event payment is not made by the due date, LifeHealthcare reserves the right to suspend or cancel undelivered orders and to take proceedings for recovery. The Buyer must pay interest equal to 3% per month for each month or part thereof on overdue amounts from the due date until paid.
(e) The Buyer is not entitled to any retention or to otherwise retain any amount due to LifeHealthcare. All payments are to be made without deduction or equitable or other set off whatsoever by reason of dispute that exists between Buyer and LifeHealthcare or by any other reason whatsoever.

4. GST
(a) Unless stated otherwise, quoted prices are GST exclusive.
(b) LifeHealthcare must provide to the Buyer a Tax Invoice in a form which complies with the GST Law.
(c) When determining the amount of a payment under these Terms:
(i) if a Party is entitled under these Terms to be reimbursed or indemnified by the other Party for an expense, claim, loss, liability or cost incurred in connection with these Terms, the reimbursement or indemnity payment must not include any GST component of the expense, claim, loss, liability or cost for which an Input Tax Credit may be claimed; and
(ii) if a Party sets off an amount under these Terms, the same principles apply to calculate the amount to be set-off, as if the amount has been paid in accordance with this clause 4.

5. DELIVERY
(a) LifeHealthcare will take reasonable endeavours to adhere to any delivery time agreed with the Buyer. LifeHealthcare accepts no responsibility for any loss or damage resulting from any delay or failure to meet an agreed delivery date however caused.
(b) For next day despatch, the Buyer must place the order before 13:00(AEST) each Business Day. For orders placed after such time, or for express deliveries, this will be at the additional cost of the Buyer.
(c) Unless agreed to the contrary in writing, LifeHealthcare reserves the right to make part deliveries of any Order and each part
delivery shall constitute a separate contract for the sale of goods or delivery of services.
(d) Failure to make a delivery of the total Order will not invalidate the Order as regards to other deliveries.
(e) Where LifeHealthcare makes a part delivery, LifeHealthcare:
(i) may invoice the Buyer for the goods delivered on each separate delivery; and
(ii) is not obliged to make further delivery until any monies outstanding have been paid.

6. INSTALLATION
These Terms are on a supply-only basis. Installation and commissioning (if any) is at the expense of the Buyer unless specified otherwise in writing by LifeHealthcare.

7. CONSIGNMENT STOCK
Where the Buyer wishes for the goods to be held on consignment at the Buyer’s listed address, such arrangement, including but not limited to, any pricing, must be governed by LifeHealthcare’s standard Consignment Agreement and executed by both Parties. Both parties warrant, acknowledge and agree that no goods will be consigned unless a LifeHealthcare standard Consignment Agreement is executed by both Parties. Where there is an inconsistency between these Terms and LifeHealthcare’s standard Consignment Agreement, the latter shall prevail to the extent of the inconsistency.

8. CANCELLATION
(a) The Buyer shall have no right to cancel the Terms or Order except by agreement in writing between the Parties and then only upon terms which indemnify LifeHealthcare against all losses. LifeHealthcare’s agreement may be subject to additional conditions.
(b) Orders may not be altered or cancelled without LifeHealthcare’s prior written consent, which consent may be withheld at LifeHealthcare’s discretion, and the Buyer shall pay to LifeHealthcare any loss, damage or expense incurred by LifeHealthcare in relation to the alteration or cancellation.

9. RETURNED GOODS POLICY
(a) The Buyer must notify LifeHealthcare of any errors in relation to the goods within fourteen (14) days of delivery.
(b) LifeHealthcare will not accept returned goods unless the return is authorised in writing by LifeHealthcare (RA), except where the goods or their packaging are damaged during transportation. Where applicable, goods less than a minimum of 3 months shelf life will not be accepted.
(c) The RA, invoice number and date of purchase of the goods must be shown on the packing list for all returned goods, and a photograph included for any defective goods. A twenty percent (20%) handling charge may be applied to returned goods, which will be invoiced to the Buyer separately or set off against any refund payable to the Buyer at LifeHealthcare’s absolute discretion. LifeHealthcare will not issue a credit to the Buyer for goods that are not returned in saleable condition. No credit will
be issued for returns of special or altered goods. Goods may not be returned for credit after thirty (30) days from delivery.
(d) Goods returned without authorisation, or in respect of which LifeHealthcare was not notified within fourteen (14) days, will not be accepted by LifeHealthcare for credit and will be returned to the Buyer at their sole risk and cost.

10. PASSING OF TITLE AND RISK
(a) Title to goods does not pass to the Buyer until LifeHealthcare has received payment for the goods in full. The Buyer agrees that goods in its possession or control are held by the Buyer as bailee, and LifeHealthcare retains a purchase money security interest in the goods and the proceeds of sale of the goods under the Personal Property Securities Act 2009, until LifeHealthcare receives payment for the goods in full. The proceeds of sale of the goods by the Buyer must be held on trust by the Buyer for LifeHealthcare’s benefit until LifeHealthcare has been paid for the goods in full. LifeHealthcare may recover the relevant goods from the Buyer if the Buyer defaults on payment for the goods.
(b) Should the goods be disposed of by the Buyer prior to payment of the invoice price, whether the goods are in the same or in a modified form, any monies received by the Buyer in payment or the same shall be held in trust for Lifehealthcare by the Buyer.
(c) The Buyer irrevocably authorises LifeHealthcare and its authorised agents to enter any premises in the Buyer’s possession or control and to retake possession of goods in which title remains with LifeHealthcare and for which payment has not been received.
(d) Risk in the goods passes from LifeHealthcare to the Buyer at time of delivery or collection of the goods. Any claims in respect of damage to the goods prior to delivery must be made within two (2) Business Days of the delivery.
(e) LifeHealthcare’s rights of recourse under this clause do not limit or exclude any other rights of recourse LifeHealthcare may have under these terms and conditions or at law.
(f) LifeHealthcare shall not be liable to the Buyer for any loss or damage caused in recovery of its goods in accordance with the provisions of this clause 10.

11. WARRANTY
(a) LifeHealthcare warrants that the goods do not suffer from defects solely attributable to defective materials or faulty workmanship for twelve (12) months from the date of delivery to the Buyer for capital equipment and thirty (30) days from the date of delivery to the Buyer for implants and consumables.
(b) If the Buyer discovers any defect in the goods due to the use of defective materials or faulty workmanship during the periods in this clause 11, it shall:
(i) promptly notify LifeHealthcare in writing at CustomerService@lifehealthcare.com.au of the nature and extent of any defect in the goods (Claim);
(ii) promptly obtain and provide to LifeHealthcare all information and material necessary for LifeHealthcare to assess the Claim;
(iii) return the defective goods to LifeHealthcare with all transportation charges pre-paid; and
(iv) not carry out any remedial work to the alleged defective goods without first obtaining the written consent of LifeHealthcare to do so.
(c) To the extent possible without compromising patient health, Buyer shall not make any further use of the goods without written consent of LifeHealthcare’s Quality Assurance Team at, quality@lifehealthcare.com.au.
(d) If LifeHealthcare determines that the goods are defective due to the use of defective materials or faulty workmanship, LifeHealthcare shall, at its sole option:
(i) repair the goods; or
(ii) replace the goods;
at LifeHealthcare’s expense.
(e) This warranty does not apply to, and LifeHealthcare is not responsible for, any repairs or modifications to the goods that have been carried out by a person other than Lifehealthcare or an authorised agent of LifeHealthcare, any defects caused by or which arise from ordinary wear and tear, lack of maintenance, unintended use, misuse, abuse, improper or unsuitable installation, external accidents or other causes beyond the reasonable control of LifeHealthcare.
(f) Subject to the above and to the extent permitted by law, all warranties and conditions (whether express or implied) as to the goods, whether in regard to the quality of the goods, fitness for any purpose or the compliance of the goods sold with any description or sample produced by LifeHealthcare at any time, whether prior to, at the time of or subsequent to the Buyer placing an order for the goods with LifeHealthcare, or otherwise, are excluded.

12. LIMITATION OF LIABILITY AND INDEMNITY
(a) Subject to clause 11, and except where varied by law, LifeHealthcare and its affiliates, employees, contractors and agents will not be liable to the Buyer or any third party whether in contract (including any indemnity), common law, tort, equity, under statute, in restitution or otherwise, in respect of the goods or services for:
(i) any indirect, consequential, exemplary, punitive or special losses, or loss of actual or anticipated profit, loss of revenue, loss of data, loss of contract, loss of use, loss of goodwill or reputation, loss of opportunity, loss of financing costs or savings, loss of increase in operation costs, or loss or damage not arising naturally that is, according to the usual course of things, from the relevant event giving rise to the loss or damage, whether or not the loss or damage may be reasonably supposed to have been in the contemplation of the Parties, at the time they made the contract, as the probable result of the relevant event, occasioned by any cause at all arising out of these Terms, including liability for any negligent act or omission;
(ii) any injury, damage or loss to any person resulting from defective goods or from any work done in connection with the defective goods;
(iii) breach of a warranty, condition or other term of these Terms;
(iv) any defect, loss, damage or delay caused by strikes, lock outs, damage to or break down of plant, transportation delays by third parties, government interference, earthquake, civil commotion, force majeure or any other cause beyond the control of LifeHealthcare; or normal variations in tolerance, dimensions, weight or quality of goods.
(b) In no event will LifeHealthcare’s liability exceed the total price paid by the Buyer for the specific goods provided to the Buyer that give rise to the relevant claim or cause of action.
(c) The Buyer expressly acknowledges and agrees that LifeHealthcare, its affiliates, employees, contractors and agents have not provided any advice in relation to the suitability for any purpose of any goods or materials or services supplied, and that to the extent lawfully possible, LifeHealthcare:
(i) is not liable for any advice given by its affiliates, employees, contractors or agents in relation to the suitability for any purpose of goods or materials or services supplied by LifeHealthcare; and
(ii) all such advice relied upon is at the Buyer’s risk.
(d) The Buyer indemnifies and holds harmless LifeHealthcare and its officers, employees and agents from and against all actions, claims, proceedings or demands which may be brought or made against it or them or any of them in respect of any loss, injury, or damage arising out of any breach of these Terms by the Buyer or any negligent act or omission of the Buyer and from and against all damages, costs and expenses incurred in defending or settling any action, claim, proceeding or demand arising from such breach, act or omission.

13. TRADE MARKS
The Buyer:
(a) must not erase, remove, deface or alter any trade marks appearing on the goods;
(b) must use no other trade marks or trade names in relation to the goods; and
(c) must notify LifeHealthcare immediately if it becomes aware of any infringement or threatened infringement of any of the trade marks appearing on the goods.

14. INTELLECTUAL PROPERTY
(a) Ownership of all intellectual property rights in respect of the goods or services and any documentation provided by LifeHealthcare to the Buyer is vested in and will remain vested in LifeHealthcare.
(b) All intellectual property rights arising out of or in connection with the provision of services or the supply of goods, will vest in LifeHealthcare on their creation and nothing in these Terms confers any intellectual property rights on the Buyer.

15. DEFAULT BY BUYER
(a) In the event that the Buyer is in breach or fails to comply with these Terms (or the terms of any credit facility granted to the Buyer by LifeHealthcare) then LifeHealthcare:
(i) may at its absolute discretion refuse to supply further goods to the Buyer including any further Orders and to cancel any existing Orders for supply without further notice; and
(ii) shall not be liable to the Buyer for any loss or damage the Buyer may sustain as a result of LifeHealthcare’s non-performance of the Order to supply goods or services under these Terms.
(b) The costs of collection of any monies due and payable, including but not limited to the fees of any mercantile agency or solicitor engaged by LifeHealthcare, and the costs of repossessing any goods in which title remains with LifeHealthcare and for which payment has not been received, shall be recoverable in full against the Buyer.

16. ASSIGNMENT AND SUBCONTRACTING
(a) LifeHealthcare may at its discretion, assign its rights and or subcontract its obligations in connection with the performance of the Order for supply of goods or service under these Terms.
(b) The Buyer must not assign any of its rights or obligations in relation to the performance of the contract under these Terms without the prior written consent of LifeHealthcare, which consent will be at LifeHealthcare’s discretion.

17. GOVERNING LAW AND JURISDICITON
These terms and conditions and its performance and discharge are governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales.

18. PERSONAL PROPERTY SECURITIES LAW
(a) By requesting the supply by LifeHealthcare of any goods, the Buyer acknowledges that these Terms and the transactions contemplated by them (including the supply of the goods), operate as, or give rise to, a security interest for the purposes of the PPS Law in all goods supplied to the Buyer by LifeHealthcare under these Terms (the Security Interest).
(b) The Buyer must do anything (including amending these Terms or any other document, executing any new terms and conditions or any other document, obtaining consents, getting documents completed and signed and supplying information) that LifeHealthcare considers necessary under or as a result of the PPS Law for the purposes of:
(i) ensuring that the Security Interest is enforceable, perfected or otherwise effective and has the highest priority possible under the PPS Law;
(ii) enabling LifeHealthcare to apply for any registration, or give any notification, in connection with the Security Interest, including the registration of a financing statement or financing change statement; or
(iii) enabling LifeHealthcare to exercise rights in connection with the Security Interest and these terms and conditions.
(c) If Chapter 4 of the PPS Act applies to the enforcement of the Security Interest, the Buyer agrees the following provisions of the PPS Act will not apply to the enforcement of the Security Interest:
(i) section 95 (notice of removal of accession), to the extent that it requires LifeHealthcare to give a notice to the Buyer;
(ii) section 96 (when a person with an interest in the whole may retain accession);
(iii) section 121(4) (enforcement of liquid assets – notice to grantor);
(iv) section 125 (obligation to dispose of or retain collateral);
(v) section 130 (notice of disposal), to the extent that it requires LifeHealthcare to give a notice to the Buyer;
(vi) section 132(3)(d) (contents of statement of account after disposal);
(vii) section 132(4) (statement of account if no disposal);
(viii) section 135 (notice of retention);
(ix) section 142 (redemption of collateral); and
(x) section 143 (reinstatement of security agreement).
(d) The Buyer acknowledges that:
(i) the Security Interest extends to all proceeds in respect of goods subject to the Security Interest (until LifeHealthcare is paid in full for those goods in accordance with these Terms); and
(ii) these Terms constitute a security agreement for the purposes of the PPS Law.
(e) If the Buyer makes a payment to LifeHealthcare at any time LifeHealthcare may, in its absolute discretion, apply that payment to first satisfy obligations that are not secured, then obligations that are secured, but not by a purchase money security interest (PMSI), in the order in which those obligations were incurred, and then obligations that are secured by a PMSI in the order in which those obligations were incurred.
(f) The Buyer agrees:
(i) to the maximum extent permitted by law, to waive any right to receive a verification statement under the PPS Law in respect of the Security Interest;
(ii) to indemnify, and on demand reimburse LifeHealthcare for all expenses incurred in registering a financing statement or financing change statement on the Personal Properties Securities Register or releasing any goods the subject of the Security Interest;
(iii) not register a financing change statement without the prior written consent of LifeHealthcare;
(iv) to give LifeHealthcare fourteen (14) days prior written notice of any proposed change in the Buyer’s name and/or any other change in the Buyer’s details (including but not limited to changes in the Buyer’s address, facsimile number, email address, or business practice) and immediately advise LifeHealthcare of any material change in its business practices of selling any of the goods subject to the Security Interest which would result in a change in the nature of proceeds derived from such sales; and
(v) that these Terms constitute a “confidentiality agreement” for the purposes of section 275 of the PPS Act and neither
the Buyer nor LifeHealthcare will disclose information of the kind mentioned in section 275(1) of the PPS Act, unless the Buyer or LifeHealthcare are otherwise required to disclose such information under the PPS Law.
(g) In this clause 18:
(i) PPS Act means the Personal Property Securities Act 2009;
(ii) PPS Law means:
(A) the PPS Act;
(B) any regulations made at any time under the PPS Act;
(C) any amendment to any of the above, made at any time; and
(D) any amendment made at any time to any other legislation as a consequence of the PPS Law.
(iii) the following terms have the meaning given under the PPS Act:
(A) financing change statement;
(B) financing statement;
(C) Personal Property Securities Register;
(D) proceeds;
(E) purchase money security interest;
(F) security agreement;
(G) security interest; and
(H) verification statement.

19. TRUST WARRANTIES
If the Buyer under these Terms is:
(a) not the trustee of a Trust, then the Buyer warrants that it is not, nor does it enter into this Terms as, the trustee of any Trust; or
(b) the trustee of a Trust, then the Buyer warrants and represents to LifeHealthcare (both personally and in its capacity as trustee of the Trust):
(i) these Terms are binding on the Buyer personally and in its capacity as trustee of the Trust;
(ii) the Buyer enters into these Terms as part of the proper administration of the Trust by the Buyer and for the benefit of the beneficiaries and it is empowered by the Trust Deed to execute, agree and/or enter into these Terms with all necessary consents, authorisations, approvals and resolutions having being obtained;
(iii) entry into these Terms does not constitute a conflict of interest or a breach of the Trust Deed;
(iv) the Trust Deed provided is a true and current copy that has not been altered and comprises of all the terms relevant to the relationship of trustee and beneficiary between the Buyer, as trustee, and the beneficiaries and constitutes legal, binding and enforceable obligations;
(v) the Buyer is the sole trustee and legal owner of the Trust and Trust Fund;
(vi) the Buyer has an unrestricted right of indemnity out of the Trust Fund in respect of monies payable pursuant to this Agreement and LifeHealthcare’s rights of indemnity against the Trust Fund or the beneficiaries will take priority over and cannot be excluded over the rights of the beneficiaries;
(vii) there are no claims against the Trust Fund; and
(viii) these warranties will be deemed to be repeated by the Buyer each and every day of the term of these Terms

New Zealand

This document sets out the Standard Terms and Conditions of Sale (the Terms) that apply to all goods sold and services provided by LifeHealthcare Distribution (NZ) Limited (NZBN 9429047855373) (LifeHealthcare).

1. APPLICABILITY
(a) By offering to purchase the goods and services set out in LifeHealthcare’s Quotation or where the Buyer’s purchase order is accepted by LifeHealthcare (Order), the Buyer accepts these Terms and these Terms become binding on the Buyer, and a legally binding contract is formed.
(b) A purchase order issued by the Buyer is an offer by the Buyer to enter into these Terms. LifeHealthcare’s acceptance may be evidenced by supplying all or part of the goods and services.
(c) These Terms incorporate any valid quotation provided by LifeHealthcare to the Buyer (Quotation).
(d) These Terms prevail over all terms and conditions of the Buyer. To the extent the Buyer’s terms and conditions are supplied to LifeHealthcare in respect of the goods or services (including as printed on purchase orders or consignment notes or other documents), such Buyer terms and conditions will be of no legal effect and will not constitute part of these Terms and any relevant purchase order (notwithstanding the endorsement, acceptance or signing of any such document by a representative of either Party or the annexing of any such terms and conditions to these Terms and any relevant Order).
(e) If this document contains or constitutes an offer, that offer remains open for acceptance for a period of thirty (30) days from this date or from the closing of tenders (if applicable). LifeHealthcare’s acceptance may be evidenced by supplying all or part of the goods and services.
(f) These Terms constitute the entire agreement. Any variation or waiver of these Terms must be by written agreement and signed by an authorised representative of LifeHealthcare and the Buyer. LifeHealthcare reserves the right to amend these Terms at any time.

2. QUOTATIONS & PRICES
(a) A Quotation is not an offer to supply but merely the non-binding provision of information by LifeHealthcare regarding its goods and services, and no contractual relationship shall arise until acceptance of an Order by LifeHealthcare.
(b) A Quotation will be valid for the term stated in the Quotation unless LifeHealthcare otherwise notifies the Buyer before acceptance by LifeHealthcare of an Order.
(c) Every Quotation shall be subject to and conditional upon any necessary import or export or other licence being obtained by LifeHealthcare or the Buyer.
(d) LifeHealthcare may impose a minimum order value.
(e) All pricing charged is in accordance with Quotes, tenders, contracts or as per LifeHealthcare’s standard customer pricing schedule, as agreed and amended from time to time. All pricing is exclusive of Goods and Services Tax (GST) and freight unless otherwise specified. The Buyer must pay an additional amount equal to any applicable GST. Products are subject to availability.

3. PAYMENT
(a) The Buyer must pay the price plus GST for the goods or services supplied by LifeHealthcare.
(b) All invoices are net payable seven (7) days from the date of Tax Invoice or as otherwise stipulated by LifeHealthcare.
(c) Where a credit account has been approved:
(i) payment shall be made on or before the last day of the month following the month in which the products were delivered or the services were rendered, or within such other period or times as may be notified to the Buyer by LifeHealthcare; and
(ii) LifeHealthcare may, at any time, terminate any right which it has granted to the Buyer to purchase goods or services on credit, without the necessity of giving prior notice.
(d) In the event payment is not made by the due date, LifeHealthcare reserves the right to suspend or cancel undelivered orders and to take proceedings for recovery. The Buyer must pay interest equal to 3% per month for each month or part thereof on overdue amounts from the due date until paid.
(e) The Buyer is not entitled to any retention or to otherwise retain any amount due to LifeHealthcare. All payments are to be made without deduction or equitable or other set off whatsoever by reason of dispute that exists between Buyer and LifeHealthcare or by any other reason whatsoever.

6. INSTALLATION
These Terms are on a supply-only basis. Installation and commissioning (if any) is at the expense of the Buyer unless specified otherwise in writing by LifeHealthcare.

9. RETURNED GOODS POLICY
(a) The Buyer must notify LifeHealthcare of any errors in relation to the goods within fourteen (14) days of delivery.
(b) LifeHealthcare will not accept returned goods unless the return is authorised in writing by LifeHealthcare (RA), except where the goods or their packaging are damaged during transportation.
(c) The RA, invoice number and date of purchase of the goods must be shown on the packing list for all returned goods, and a photograph included for any defective goods. A twenty percent (20%) handling charge may be applied to returned goods, which will be invoiced to the Buyer separately or set off against any refund payable to the Buyer at LifeHealthcare’s absolute discretion. LifeHealthcare will not issue a credit to the Buyer for goods that are not returned in saleable condition. No credit will be issued for returns of special or altered goods. Goods may not be returned for credit after thirty (30) days from delivery.
(d) Goods returned without authorisation, or in respect of which LifeHealthcare was not notified within fourteen (14) days, will not be accepted by LifeHealthcare for credit and will be returned to the Buyer at their sole risk and cost.

10. PASSING OF TITLE AND RISK
(a) Title to goods does not pass to the Buyer until LifeHealthcare has received payment for the goods in full. The Buyer agrees that goods in its possession or control must be stored in a manner which identifies them as LifeHealthcare’s goods, and are held by the Buyer as fiduciary bailee and agent for LifeHealthcare, subject to its right to deal with the goods in the ordinary course of the Buyer’s business. The proceeds of sale of the goods by the Buyer must be held on trust by the Buyer for LifeHealthcare’s benefit until LifeHealthcare has received the payment for the goods in full. LifeHealthcare may recover the relevant goods from the Buyer if the Buyer defaults on payment for the goods.
(b) Should the goods be disposed of by the Buyer prior to payment of the invoice price, whether the goods are in the same or in a modified form, any monies received by the Buyer in payment or the same shall be held in trust for Lifehealthcare by the Buyer.
(c) The Buyer irrevocably authorises LifeHealthcare and its authorised agents to enter any premises in the Buyer’s possession or control and to retake possession of goods in which title remains with LifeHealthcare and for which payment has not been received.
(d) Risk in the goods passes from LifeHealthcare to the Buyer at time of delivery or collection of the goods. Any claims in respect of damage to the goods must be made within two (2) Business Days of the delivery.
(e) LifeHealthcare’s rights of recourse under this clause do not limit or exclude any other rights of recourse LifeHealthcare may have under these terms and conditions or at law.
(f) LifeHealthcare shall not be liable to the Buyer for any loss or damage caused in recovery of its goods in accordance with the provisions of this clause 10.

11. WARRANTY
(a) LifeHealthcare warrants that the goods do not suffer from defects solely attributable to defective materials or faulty workmanship for twelve (12) months from the date of delivery to the Buyer for capital equipment and thirty (30) days from the date of delivery to the Buyer for implants and consumables.
(b) If the Buyer discovers any defect in the goods due to the use of defective materials or faulty workmanship during the periods in this clause 11, it shall:
(i) promptly notify LifeHealthcare in writing at CustomerService@lifehealthcare.com.au of the nature and extent of any defect in the goods (Claim);
(ii) promptly obtain and provide to LifeHealthcare all information and material necessary for LifeHealthcare to assess the Claim;
(iii) return the defective goods to LifeHealthcare with all transportation charges pre-paid; and
(iv) not carry out any remedial work to the alleged defective goods without first obtaining the written consent of LifeHealthcare to do so.
(c) To the extent possible without compromising patient health, Buyer shall not make any further use of the goods without written consent of LifeHealthcare’s Quality Assurance Team at, quality@lifehealthcare.com.au.
(d) If LifeHealthcare determines that the goods are defective due to the use of defective materials or faulty workmanship, LifeHealthcare shall, at its sole option:
(i) repair the goods; or
(ii) replace the goods;
at LifeHealthcare’s expense.
(e) This warranty does not apply to, and LifeHealthcare is not responsible for, any repairs or modifications to the goods that have been carried out by a person other than Lifehealthcare or an authorised agent of LifeHealthcare, any defects caused by or which arise from ordinary wear and tear, lack of maintenance, unintended use, misuse, abuse, improper or unsuitable installation, external accidents or other causes beyond the reasonable control of LifeHealthcare.
(f) Subject to the above and to the extent permitted by law, all warranties and conditions (whether express or implied) as to the goods, whether in regard to the quality of the goods, fitness for any purpose or the compliance of the goods sold with any description or sample produced by LifeHealthcare at any time, whether prior to, at the time of or subsequent to the Buyer placing an order for the goods with LifeHealthcare, or otherwise, are excluded. This warranty is provided in addition to other rights and remedies you have under law.

17. GOVERNING LAW AND JURISDICITON
These terms and conditions and its performance and discharge are governed by the laws of New Zealand. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New Zealand.

18. TRUST WARRANTIES
If the Buyer under these Terms is:
(a) not the trustee of a Trust, then the Buyer warrants that it is not, nor does it enter into this Terms as, the trustee of any Trust; or
(b) the trustee of a Trust, then the Buyer warrants and represents to LifeHealthcare (both personally and in its capacity as trustee of the Trust):
(i) these Terms are binding on the Buyer personally and in its capacity as trustee of the Trust;
(ii) the Buyer enters into these Terms as part of the proper administration of the Trust by the Buyer and for the benefit of the beneficiaries and it is empowered by the Trust Deed to execute, agree and/or enter into these Terms with all necessary consents, authorisations, approvals and resolutions having being obtained;
(iii) entry into these Terms does not constitute a conflict of interest or a breach of the Trust Deed;
(iv) the Trust Deed provided is a true and current copy that has not been altered and comprises of all the terms relevant to the relationship of trustee and beneficiary between the
Buyer, as trustee, and the beneficiaries and constitutes legal, binding and enforceable obligations;
(v) the Buyer is the sole trustee and legal owner of the Trust and Trust Fund;
(vi) the Buyer has an unrestricted right of indemnity out of the Trust Fund in respect of monies payable pursuant to this Agreement and LifeHealthcare’s rights of indemnity against the Trust Fund or the beneficiaries will take priority over and cannot be excluded over the rights of the beneficiaries;
(vii) there are no claims against the Trust Fund; and
(viii) these warranties will be deemed to be repeated by the Buyer each and every day of the term of these Terms