General Terms of Business of Croma-Pharma Limited
1. TERMS AND CONDITIONS OF SALE
1.1 These terms and conditions apply to the sale of products by CROMA to the Buyer. CROMA may vary these terms by notice in writing to the Buyer. A copy of CROMA’s current terms and conditions of sale can be obtained by request through email@example.com.
1.2 These terms prevail over any terms in any document of the Buyer and contain the entire agreement between the parties. If the Buyer places an order, accepts delivery of products, and makes any payment under this invoice or performs any of these terms, the Buyer is taken to have accepted these terms.
2. PRICE AND GST
2.1 Prices quoted by CROMA are those ruling at the date of issue of quotation. A price quotation is not an offer by CROMA. CROMA may alter prices without notice before CROMA accepts the Buyer’s order.
2.2 Prices are exclusive of GST. The Buyer must pay GST at the same time the Buyer pays the price (under clause 5).
2.3 All prices quoted include standard packing for delivery within Australia (subject to clause 3.3)
3.1 Subject to clause 3.2, orders for products must be in units of measure (as defined by the Therapeutic Goods Administration and manufacturer’s certification for the relevant product, as reflected in the CROMA catalog).
3.2 Orders for catalogue or non-catalogue products which are not held as a stock line by CROMA and which are ordered on the Buyer’s request must be for the manufacturer’s minimum order quantity for that product.
3.3 If an order is for less than $500 then a $25 handling and freight charge will apply. CROMA may waive this charge where the Buyer exclusively orders products through CROMA’s electronic ordering system
3.4 Orders for products that are temporarily out of stock will be automatically be placed on backorder.
4.1 CROMA will use reasonable endeavors to despatch available products ordered for immediate delivery no later than 48 hours after receipt of the order.
4.2 Any delivery time CROMA gives the Buyer is only an estimate. CROMA is not liable to the Buyer for any loss or damage (including consequential loss or damage) arising from late delivery.
4.3 The Buyer must still accept and pay for the products even if Croma delivers late.
4.4 Products will be delivered during CROMA’s normal business hours. If CROMA agrees to deliver products
outside these normal business hours, CROMA may impose an additional delivery charge.
4.5 The products will be delivered using methods and carriers selected by CROMA. If the Buyer requests other arrangements, the products will be transported at the Buyer’s cost and risk.
4.6 Where: (a) the Buyer does not take delivery when the products are ready; or (b) the Buyer orders the products for collection and does not collect them within 10 business days after the
specified collection date,
4.7 CROMA is entitled to store the products (or deliver them to one of the Buyer’s addresses) without liability and at the Buyer’s cost and risk.
5.1 Products will be invoiced on dispatch.
5.2 The Buyer must pay all invoices in full (without set-off or deduction, including for any claims for credit) within 30 days after the date of the invoice.
5.3 If the Buyer fails to pay any amount due: (a) CROMA may charge interest on the overdue amounts calculated daily at 2% per annum above the maximum overdraft rate charged by CROMA bankers; (b) CROMA may cancel or suspend further delivery of products to the Buyer until full payment of all money due from the Buyer to CROMA, and (c) CROMA may vary or withdraw credit at its discretion.
5.4 The Buyer must pay all expenses incurred by CROMA in the recovery of overdue amounts.
6. RISK & TITLE
6.1 Risk in the Products passes to the Buyer at the time of delivery to the Buyer, its carrier, or agent. Title to and property in the products does not pass from CROMA to the Buyer until the Buyer pays in full all monies owing to CROMA.
6.2 Until title to a product passes to the Buyer:
(a) the Buyer must hold the product as fiduciary and bailee for CROMA and store the product properly and separately as to be identifiable as the property of CROMA;
(b) the Buyer must fully insure the product against loss or damage, ensuring that CROMA’s interest as the owner is noted on the policy; and
(c) the Buyer may only sell the product as fiduciary (but not agent) of CROMA, in the ordinary course of the Buyer’s business and must:
(i) hold all proceeds separately in trust for CROMA and account to
CROMA for the proceeds; and
(ii) assign to CROMA any book debt or claim against the third party acquirer of the product for the proceeds.
7. CLAIMS & RETURNS
7.1 Within 7 days after delivery of any product, the Buyer must notify CROMA if any product has a short shelf life, has been damaged or spoilt before delivery, has been incorrectly sent or has been short delivered, or has been incorrectly invoiced (a Product Claim).
7.2 CROMA may, in its absolute discretion, (but is not obliged to) accept returns of products which the Buyer has incorrectly ordered (a Product Credit), provided that the Buyer requests the Product Credit within 7 days after delivery of the product. If CROMA accepts a Product Credit, CROMA will charge the Buyer a restocking fee equal to the higher of $25 or 10% of the price of the returned items.
7.3 Products being returned must comply with the following conditions:
(a) They must be returned using a carrier nominated by CROMA.
(b) They must be unopened, in their unit of measure, and in their original manufacturer’s packaging which has
not been marked, defaced, damaged, or interfered with in any way (other than prior to delivery to the Buyer).
(c) They must be returned with a CROMA credit returns advice (which can be obtained from CROMA by calling 1800 276 622 ) duly completed and signed by the Buyer which:
(i) itemizes the products being returned and explains the reasons for the return;
(ii) confirms that the products have been stored at all times according to the label conditions and other applicable requirements imposed by law, regulation, or recommendation
by CROMA or the manufacturer, and;
(iii) attaches a copy of the original signed and dated invoice for the returned products.
7.4 The Buyer acknowledges that the following products cannot be returned under any circumstances:
(a) buy to backorder lines;
(b) any “cold chain” products that are required to be stored between 2 and 8 degrees Celsius.
8. COMPLIANCE WITH LAWS,
REQUIREMENTS AND GUIDELINES
8.1 The Buyer must hold all necessary licenses and comply with all law and product manufacturer requirements relating to the purchase, storage, sale, marking, or use of the products, including complying with all relevant adverse event reporting requirements, Therapeutic Goods Administration regulations, and guidelines and information issued by product manufacturers from time to time.
8.2 If the Buyer is directed to assist in any suspension of supply or recall of products for any reason by CROMA, the Therapeutic Goods Administration, or health authority, the Buyer will cooperate and comply with all such reasonable directions to ensure the most effective response to the suspension or recall. To the extent that CROMA is entitled to recover the costs of the suspension or recall from the relevant product manufacturer or supplier, CROMA will reimburse to the Buyer any reasonable and necessary costs incurred by the Buyer in connection with the suspension or recall.
9. PRODUCT ADVICE AND USAGE
9.1 Any description of products used by CROMA is for identification purposes only and not a description with which the products must comply.
9.2 The Buyer acknowledges and agrees that any representation or advice given by or on behalf of CROMA (or any of its employees or agents) in respect of the operation or use of a product is offered for information purposes only and should not be relied upon. CROMA assumes no obligation or liability whatsoever in respect of any such representation or advice.
9.3 The Buyer acknowledges and agrees that it is responsible for advising its customers or patients about the operation, application, appropriateness, and use of the products.
10. LIMITATION OF LIABILITY
10.1 Implied warranties and conditions as to the quality or fitness of the products or as to the accuracy of the information, advice, or other services concerning the products are expressly excluded to the maximum extent allowed by law.
10.2 CROMA’s liability for a breach of this document or for a breach of any implied warranty or condition is limited to, at CROMA’s election:
(a) replacing the products (or supplying equivalent products); or
(b) paying the cost of replacing the products (or supplying equivalent products).
10.3 CROMA, its employees, and agents shall not be liable for any loss or damage (including consequential loss or damage)
of any kind whatever, even if due to the negligence of CROMA, its employees, or agents.
10.4 The Buyer agrees that the products are not of a kind ordinarily acquired for personal, domestic, or household use or consumption.
10.5 The Buyer indemnifies CROMA for all liabilities, losses, damages, costs, or expenses suffered or incurred by CROMA as a result of any act or omission of the Buyer, including (without limitation) loss
incurred as a result of the Buyer:
(a) canceling an order or part of any order;
(b) unloading, storing, or handling the products;
(c) failing to comply with any manufacturer instructions regarding the products or with any laws relating
to the storage, handling, sale, marking, or use of the products;
(d) making, or allowing to be made, any statement in respect of the operation, application, appropriateness, and use of the products; or
(e) breaching any of the Buyer’s obligations under these terms and conditions of sale.
10.6 CROMA reserves the right to seek financial recovery from the prescribing physician recorded on the account application form, for all liabilities, losses, damages, costs, or expenses suffered by or incurred by CROMA, as a result of unpaid invoices.
11. FORCE MAJEURE
11.1 CROMA is not liable to the Buyer for any failure to comply with this document if the failure (directly r indirectly) arises out of any circumstances which are not within CROMA’s reasonable control (including, for example, an act of war or terrorism, natural disaster, industrial action or failure of a supplier, public utility or
common carrier) (a Force Majeure Event).
11.2 If a Force Majeure Event occurs, CROMA’s obligations under these terms and conditions of sale are suspended to the extent they are affected by the relevant event as long as the event continues. Neither CROMA nor the Buyer may terminate these terms and conditions of sale as a consequence of any Force Majeure Event.
12. CANCELLATION AND TERMINATION
12.1 The Buyer may not cancel any order once lodged with CROMA, unless CROMA, in its absolute discretion, agrees otherwise. CROMA will not agree to any cancellation unless the Buyer compensates CROMA against all loss or damage arising from the cancellation.
12.2 CROMA reserves the right to accept or decline in whole or in part any order. CROMA may discontinue the supply of any product without notice unless otherwise required by legislation.
12.3 CROMA may cancel any order and terminate these terms and conditions of sale if
(a) any invoice due is unpaid;
(b) the Buyer becomes insolvent or CROMA obtains an unfavorable credit report on the Buyer’s financial
standing, in which case, the Buyer must indemnify CROMA for any costs and expenses incurred prior to cancellation and must pay any reasonable cancellation charges fixed by CROMA. In these circumstances,
CROMA may require the Buyer to provide prepayments or other security as a condition of CROMA resuming
delivery of products to the Buyer.
12.4 The Buyer has no claim against CROMA for any damage, loss, cost, or expense arising from any cancellation by CROMA.