Terms and Conditions (Australia Only)
Conditions of Sale
- ‘Buyer’ means the buyer of Goods from the Clinicals.com.au website.
- ‘Corporation’ as defined in section 57A of the Corporations Act 2001 (Cth).
- ‘Goods’ means a product or service supplied by the Seller which are specified in a Purchase Order or an order completed via our online ordering system.
- ‘Purchase Order’ means an order form provided by the Seller or via our online ordering system and completed by the Buyer.
- ‘Seller’ means Clinicals Pty Ltd ( ABN 39610987892)
- Nothing in these conditions 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 Trade Practices Act 1974) and which by law cannot be excluded, restricted or modified.
These conditions (waived only via Seller’s written confirmation) prevail over all conditions of the Buyer’s order to the extent of purchase of Clinicals skin care products and/or services.
- TERMS OF SALE
Products sold by the Seller are sold on these terms and conditions.
- CONDITION OF SUPPLY OF GOODS
4.1 The Buyer acknowledges and agrees that the Buyer shall:
- Only supply the Goods or services to its customers within Australia;
- Not sell the Goods to any individual agent or retail agent situated outside Australia or New Zealand, either directly or indirectly;
- Not exhibit or sell any Goods or services at discount locations on premises, flea markets, sidewalk sales or any area outside the Buyer’s business premises; and
- Not sell any Goods or services which are testers or displays.
- Not sell via buyer’s own online shop or internet to general consumers unless at recommended retail price. No online discounts for products are allowed.
- SELLERS’ QUOTATIONS
5.1 The Seller shall provide a price list with the recommended retail prices including GST to the Buyer.5.2 Unless previously withdrawn, the Seller’s quotations are open for acceptance within the period stated in them or, when no period is so stated, within thirty (30) days only after its date of supply. The Seller reserves the right to refuse any order based on this quotation within seven (7) days of receipt of the Purchase order.5.3 The Buyer must send a Purchase Order to the Seller via email at email@example.com or register the Purchase Order on the Seller’s website at www.clinicals.com.au.5.4 The Buyer must allow at least two (2) to four (4) business days for the Seller to receive and process a Purchase Order.5.5 The Buyer agrees that all orders will incur a standard handling and/or freight fee which is payable by the Buyer.5.6 The Buyer agrees that any handling and/or freight fee is subject to change without notice to the Buyer.
- SUB-DISTRIBUTION OF GOODS
Goods are purchased on the understanding that the Buyer agrees that said goods are for sale to Clients/Patients of their Clinic(s)/Practice(s) and are not sub-distributed in any way to another Clinic/Practice.
The cost of any special packing, courier and/or mailing materials used in relation to the Goods are at the Buyer’s expense notwithstanding that such cost may have been omitted from any quotation.
- DRAWINGS, ETC
- All specifications, drawings and particulars of weights and dimensions submitted to the Buyer are approximate only and any deviation from these specifications does not cancel or affect any contract with the Seller or form grounds for any claim against the Seller.
- Except as referred to in para 14.1 herein, descriptions, skin care routines, 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.
- The Seller’s price is made on estimates or quantities required from specifications, drawings or other particulars supplied by the Buyer. If there are any adjustments in quantities above or below the quantities estimated by the Seller and set out in a quotation, then any such increase or decrease are to be adjusted on a unit rate basis according to unit prices set out in quotations.
- SALES PERFORMANCE
Any sales performance figures given by the Seller are estimates only. The Seller is under no liability for damages for failure of the Goods to attain such figures unless specifically guaranteed in writing. Any such written guarantees are subject to the recognised tolerances applicable to such figures.
- Delivery times made known to the Buyer are estimates only and the Seller is not liable for late delivery deliveries signed for by other non-Buyer recipients.
- The Seller is not liable for any loss, damage or delay occasioned to the Buyer or its customers arising from late or late installation of the Goods.
- The Seller may deliver the Goods to the Buyer in any number of instalments unless there is an agreement in writing to the effect that the Buyer will not take delivery by instalments.
- If the Seller delivers any of the Goods by instalments, and any one of those instalments is defective for any reason.
- The defective instalment is a severable breach that gives rise only to a claim in accordance with para 15.1(a).
- The Buyer agrees that if the Seller 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 para 12.
- PASSING OF RISK
Risk in the Goods passes to the Buyer upon the earlier of:
- Actual or constructive delivery of the Goods to the Buyer; or
- Collection of the Goods from the Seller or any bailee or agent of the Seller by the Buyer’s agent, carrier or courier.
- LOSS OR DAMAGE OR SHORTAGE OF GOODS IN TRANSIT
- 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.
- The Buyer must notify the Seller of loss or damage or shortage of Goods delivered to the Buyer, in writing, within seven (7) days of the date of receipt of the Goods. If there is a variation in any Goods received by the Buyer as specified on the accompanying purchase order, the Buyer must notify the Seller within twenty-four (24) hours of the date of receipt of the Goods.
- Provided the Buyer has notified the Seller in accordance with para 12(b) 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 in variance specified by those on the purchase Order, with equivalent/similar Goods.
- If the Buyer fails to notify the Seller within the period specified in para 12(b) above, of any variance in goods received, then the Buyer waives any claim to those Goods specified on a Purchase Order, .
- SENSITIVITY TO THE GOODS
13.1 If a customer of the Buyer claims to be sensitive to the Goods, the Buyer acknowledges and agrees that:
- The Buyer will advise their customer to discontinue using the Goods immediately;
- The Buyer will promptly provide to the Seller in writing, a full description of the claim made by their customer and the product name, together with the customer’s full name, address and phone number (“the customer’s claim”);
- Upon the Seller receiving the customer’s claim from the Buyer, the Seller will investigate the customer’s claim and if the Seller is satisfied that the Buyer’s customer has a valid claim, the Seller may offer a refund for the goods.
14.1 The Seller’s warranty is limited to the extent of the manufacturer’s factory warranty,review and acceptance of the warranty claim.14.2 Para 14.1 will be operative so long as:
- Defects have arisen solely from faulty materials or workmanship;
- The Goods have not received maltreatment, inattention or interference;
- Accessories of any kind used by the Buyer are manufactured by or approved by the Seller; and
- The defective items are promptly returned free of cost to the Seller.
14.3 The Seller has no liability to remedy any defects in Goods or replace Goods where the damage arose from:
- Improper use by the Buyer;
- Use of accessories including consumables, which were not manufactured by or approved in writing by the Seller;
- Contamination or leakages caused or induced by the Buyer;
- Modifications of the Goods which were not authorised in writing by the Seller;
- Misuse of the Goods by the Buyer or anyone for whom the Buyer has a legal responsibility (including a minor);
- Use or operation of the Goods outside of the physical or environmental specifications of the Goods;
- Inadequate or incorrect skin care routine preparation;
- Inadequate or improper maintenance of the Goods; or
- Fair, wear and tear of the Goods;
14.4 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 defective parts in accordance with para 14.1 of these conditions.
14.5 Except as provided in these conditions, 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. The Seller is not liable for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply, layout, assembly, installation or operation of the Goods or arising out of the Seller’s negligence or in any whatsoever.
- SELLER’S LIABILITY
15.1 The Seller’s liability for a breach of a condition or warranty implied by Div 2 of Pt V of the Trade Practices Act 1974 (other than s 69) is limited to:
- in the case of Goods, any one or more of the following:
- The replacement of the Goods or the supply of equivalent Goods;
- The repair of the Goods;
- The payment of the cost of replacing the Goods or of acquiring equivalent Goods;
- The payment of the cost of having the Goods repaired; or
- in the case of services:
- The supplying of the services again; or
- The payment of the cost of having the services supplied again;
15.2 The Seller’s liability under s 74H of the Trade Practices Act 1975 is expressly limited to a liability to pay to the purchaser an amount equal to:
- The cost of replacing the Goods;
- The cost of obtaining equivalent Goods; or
- The cost of having the Goods repaired, whichever is the lowest amount.
- Unless otherwise stated all prices quoted by the Seller are net, exclusive of Goods and Services Tax (GST) and the Buyer agrees to pay to the Seller any GST in addition to the price.
- Prices quoted at the date of issue are based on rates of freight, insurance, customs duties, exchange, shipping expenses, sorting and stacking charges, cartage, the quotation, cost of materials, wages and other charges affecting the cost of production on the date made.
- If the Seller makes any alterations to the price of the Goods or to any of their inputs either before acceptance of or during the currency of the contract, these alterations are for the Buyer’s account.
17.1 The purchase price in relation to Goods and/or services 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.17.2 Any payment by the Buyer to the Seller for the Goods and/or services supplied, may be made by cash, cheque, credit card or direct debit from the Buyer’s bank account.17.3 Payments made by the Buyer cannot be accepted if made by American Express or Diners Club.17.4 If payment by the Buyer to the seller is made by cheque, the Buyer agrees that:
- Cheques should be made payable to “Clinicals Pty Ltd” and the Buyer’s name and invoice number printed on the invoice issued by the Seller to the Buyer should be written clearly on the reverse side of any cheque; and
- If the seller receives a dishonoured cheque for payment of the Goods and/or services, the Buyer is to pay to the Seller a $15 administration fee and any bank fees which may be incurred by the Seller.
17.5 If payment by the Buyer to the Seller is made by direct deposit and/or internet banking facilities:
Payments are to be deposited to the following account (unless the Seller nominates another account in writing):
Account holder: CLINICALS PTY LTD
BSB no: 032 000
Account no: 954337
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;
- RIGHTS IN RELATION TO GOODS
The Seller reserves the following rights in relation to the Goods until all accounts owed by the Buyer to the Seller are fully paid:
- Ownership of the Goods;
- 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 as they were provided in original condition and packaging to the Buyer; and
- To keep or resell the Goods including any Goods repossessed pursuant to para 18(b) above.
If the Goods are resold, or Goods manufactured using the Goods are sold, by the Buyer, the Buyer shall hold such part of the proceeds of any such sale as represents the invoice price of the goods sold or used in the manufacture of the Goods sold in a separate identifiable account as the beneficial property of the Seller and shall pay such amount to the Seller upon request.
Not withstanding the provisions above the Seller shall be entitled to maintain an action against the Buyer for the purchase price and the risk of the Goods shall pass to the Buyer upon delivery.
- BUYER’S PROPERTY
Any property of the Buyer under the Seller’s possession, custody or control is completely at the Buyer’s risk as regards loss or damage caused to the property or by it.
The Seller reserves the right to charge for storage if delivery instructions are not provided by the Buyer within fourteen (14) days of a request by the Seller for such instructions. The parties agree that the Seller may charge for storage from the first day after the Seller requests the Buyer to provide delivery instructions.
- RETURNED GOODS
- 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.
- If the Seller agrees to accept returned Goods from the Buyer under para 21(a), the Buyer must return the Goods to the Seller at the Seller’s place of business referred to at the head of these conditions and on such terms as shall be agreed between the Buyer and the Seller.
- GOODS SOLD
All Goods to be supplied by the Seller to the Buyer are as described on the Purchase Order agreed by the Seller and the Buyer and the description on such Purchase Order modified as so agreed prevails over all other descriptions including any specification or enquiry of the Buyer.
No order may be cancelled except with the written consent of the Seller and on terms which will indemnify the Seller against all losses.
The Buyer indemnifies on a continuing basis on a full indemnity basis the Seller from and against any liability, loss, expense or demand for or arising from any false, misleading, deceptive or misdescriptive 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.
- EXCLUSION OF REPRESENTATIONS AND ARRANGEMENTS
Except as referred to in para 14.1 herein, 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 without limiting the generality of the foregoing, 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.
- NO WAIVER
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.
- FORCE MAJEURE
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.
- BUYER ACKNOWLEDGEMENT
The Buyer acknowledges that the above provisions of these Conditions of Sale are reasonable and reflected in the price and the Buyer accepts the risks of the Buyer associated with these Conditions of sale and/or shall insure accordingly.
- PLACE OF CONTRACT
- The contract for sale of the goods is made in the state of Victoria, Australia.
- The parties submit all disputes arising between them to the courts of such state and any court competent to hear appeals from those courts of first instance.
If the Buyer is a Corporation, the directors of the Corporation acknowledge and agree;
- 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
- 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
- If the Seller requests a charge over the assets of the Corporation, but Buyer will deliver a duly executed charge over the assets of the Corporation in favour of the Seller.
- ASSIGNEE OR SUCCESSOR OF THE BUYER
31.1 If the Buyer is a Corporation these terms and conditions will bind any successor or assignee of the Corporation.31.2 The Buyer must not agree to assign these terms and conditions except with the Seller’s consent in writing.
- TRADE MARK AND COPYRIGHT
32.1 The Buyer may not make any claims in the name of the Seller.32.2 The Buyer may only use images of the Goods in the manner directed by the Seller for the purposes of marketing the Goods to its customers, online, in printed or outdoor signage, or third-party promotional agencies such as magazines. For further information on becoming a stockist of CLINICALS Products please contact Head Office on (02) 9008 1151 or firstname.lastname@example.org
DELIVERY SYSTEMS • CONCENTRATED ACTIVES • CHIRAL • COLORANT FREE • PHENOXYETHONAL FREE • NO CHEMICAL PRESERVATIVES
SLS FREE PARABEN FREE CRUELTY FREE FRAGRANCE FREE NON COMODEGENIC