1. TERMS AND CONDITIONS OF SALE

• These terms and conditions apply to the sale of products by OZVET to the Buyer. OZVET may vary these terms by notice in writing to the Buyer. A copy of OZVET’s current terms and conditions of sale is available at www.OzVet.net.au.
• 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.
• If OZVET and the Buyer have entered into a State Government contract, clause 1.2 does not apply and the terms of that contract prevail over the terms of this document.

2. PRICE AND GST

• Prices quoted by OZVET are those ruling at the date of issue of quotation. A price quotation is not an offer by OZVET. OZVET may alter prices without notice before OZVET accepts the Buyer’s order.
• Prices are exclusive of GST. The Buyer must pay to OZVET an amount equal to any GST OZVET must pay for any supply by the products under these terms and conditions of sale. The Buyer must pay GST at the same time the Buyer pays the price (under clause 5).
• All prices quoted include standard packing for delivery within Australia.

3. ORDERS

• Subject to clause 3.2, orders for products must be in units of measure (as defined by manufacturer’s certification for the relevant product, as reflected in the OZVET catalogue).
• Orders for catalogue or non-catalogue products which are not held as a stock line by OZVET and which are ordered on the Buyer’s request must be for the relevant manufacturers minimum order quantity for that product.
• If an order is for less than $200 then a handling and freight charge will apply. OZVET may waive this charge where the Buyer exclusively orders products through OZVET’s electronic ordering system.
• Orders for products which are temporarily out of stock will only be placed on backorder at the Buyer’s express request.
• OZVET reserves the right to charge the customer freight and cold chain fees.

4. DELIVERY

• OZVET will use reasonable endeavours to despatch available products ordered for immediate delivery no later than 48 hours after receipt of the order.
• Any delivery time OZVET gives the Buyer is only an estimate. OZVET is not liable to the Buyer for any loss or damage (including consequential loss or damage) arising from late delivery.
• The Buyer must still accept and pay for the products even if OZVET delivers late.
• Products will be delivered during OZVET’s normal business hours. If OZVET agrees to deliver products outside these normal business hours, OZVET may impose an additional delivery charge.
• The products will be delivered using methods and carriers selected by OZVET. If the Buyer requests other arrangements, the products will be transported at the Buyer’s cost and risk.
• Where:
  1. the Buyer does not take delivery when the products are ready; or
  2. the Buyer orders the products for collection and does not collect then within 10 business days after the specified collection date

OZVET 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. PAYMENT

• Products will be invoiced on dispatch.
• 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.
• If the Buyer fails to pay an amount due:
  1. OZVET may charge interest on the overdue amounts calculated daily at 2% per annum above the maximum overdraft rate charged by OZVET bankers;
  2. OZVET may cancel or suspend further delivery of products to the Buyer until full payment of all money due from the Buyer to OZVET; and
  3. OZVET may vary or withdraw credit at its discretion.
• The Buyer must pay all expenses incurred by OZVET in the recovery of overdue amounts. Effective 10 May 2016

  6. RISK AND TITLE

• 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 OZVET to the Buyer until the Buyer pays in full all monies owing to OZVET.
• Until title to a product passes to the Buyer:
  1. the Buyer must hold the product as fiduciary and bailee for OZVET and store the product properly and separately as to be identifiable as the property of OZVET;
  2. the Buyer must fully insure the product against loss or damage, ensuring that OZVET’s interest as owner is noted on the policy;
  3. if the Buyer does not pay an invoice by the due date or becomes an externally administered body corporate (as defined in the Corporations Act 2001 (Cth)), without prejudice to any other right OZVET is entitled to immediately enter any premises occupied by the Buyer and retake possession of all products previously supplied by it. OZVET may, in its absolute discretion, retain or sell any products it repossesses; and
  4. subject to clause 7.5, the Buyer may only sell or use the product as fiduciary (but not agent) of OZVET, in the ordinary course of the Buyer’s business and must:
     1. hold all proceeds separately in trust for OZVET and account to OZVET for all proceeds; and
     2. assign to OZVET any book debt or claim against the third party acquirer of the product for the proceeds.

  7. PERSONAL PROPERTY SECURITIES ACT

1. In this clause, PPS Act means the Personal Property Securities Act 2009 (Cth). If a term used in this clause has a particular meaning in the PPS Act, it has the same meaning in this clause.
2. This clause applies to the extent that OZVET’s interest in any product is a security interest.
3. The Buyer agrees that the security interest is over the products, any proceeds of the products, and any other product or mass that the products may be or become part of. The products, proceeds and other product or mass are referred to in this clause collectively as the Collateral.
4. The Buyer acknowledges that OZVET may register a financing statement in relation to its security interest. The Buyer waives its right under s 157 of the PPS Act to receive notice of any verification statement relating to the registration of any such financing statement or any related financing change statement.
5. The Buyer undertakes, if it disposes of any Collateral, that it will receive proceeds at least equal to the market value of the Collateral, and that it will not allow any other security interest to exist over those proceeds if that security interest could rank ahead of OZVET’s security interest. If such a security interest does arise despite the previous sentence, the Buyer must ensure that it receives cash proceeds for the security interest at least equal to the market value of the proceeds, and must immediately pay those proceeds to OZVET in reduction of the amount owing.
6. OZVET can apply amounts it receives from the Buyer, including under clause 7.5, towards amounts owing to it in such order as OZVET chooses.
7. OZVET and the Buyer agree not to disclose information of the kind mentioned in section 275(1) of the PPS Act, except in the circumstances required by sections 275(7)(b) to (e) of the PPS Act. The Buyer agrees that it will only authorise the disclosure of information under section 275(7)(c) or request information under section 275(7)(d) if OZVET approves. Nothing in this clause will prevent any disclosure by OZVET that it believes is necessary to comply with its other obligations under the PPS Act.
8. To the extent that it is not inconsistent with clause 7.7 constituting a “confidentiality agreement” for the purposes of section 275(6)(a) of the PPS Act, the Buyer agrees that OZVET may disclose information of the kind mentioned in section 275(1) of the PPS Act to the extent that OZVET is not doing so in response to a request made by an “interested person” (as defined in section 275(9) of the PPS Act) pursuant to section 275(1) of the PPS Act.
9. If the Buyer does not pay an invoice by the due date or becomes an externally administered body corporate (as defined in the Corporations Act 2001 (Cth)), OZVET may enforce its security interest in any Collateral by exercising all or any of its rights including those under clause 6.2(c). To the extent that Chapter 4 of the PPS Act would otherwise apply to an enforcement by OZVET of its security interest in the Collateral, the Buyer and OZVE/T agree that the following provisions of the PPS Act do not apply:
   1. to the extent that s 115(1) of the PPS Act allows them to be excluded: ss 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 138B(4), 142 and 143; and
   2. in addition, to the extent that section 115(7) of the PPS Act allows them to be excluded: ss 127, 129(2) and (3), 132, 134(2), 135, 136(5) and 137.
10. The Buyer must promptly do anything OZVET requires to ensure that its security interest is a perfected security interest and has priority over all other security interests.
11. Nothing in this clause is limited by any other provision of these terms or any other agreement between OZVET and the Buyer. Nothing in this clause limits OZVET’s rights or the Buyer’s obligations apart from under this clause.

8. CLAIMS AND RETURNS

1. 1. Within 7 days after delivery of any product, the Buyer must notify OZVET 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).
   2. OZVET 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 OZVET accepts a Product Credit, OZVET will charge the Buyer a restocking fee equal to the higher of $25 or 10% of the price of the returned items.
   3. Products being returned must comply with the following conditions:
      1. They must be returned using a carrier nominated by OZVET.
      2. 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).
      3. They must be returned with a OZVET credit returns advice (which can be obtained from OZVET by calling 1300 800 994) duly completed and signed by the Buyer which:
         1. itemises the products being returned and explains the reasons for return;
         2. 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 OZVET or the manufacturer; and
         3. attaches a copy of the original signed and dated invoice for the returned products.
   4. Products returned without the prior consent of OZVET may be returned to the Buyer at the Buyer’s cost.
   5. The Buyer acknowledges that the following products cannot be returned under any circumstances:
      1. buy to backorder lines;
      2. any “cold chain” products which are required to be stored between 2 and 8 degrees Celsius; and
      3. any nutritional products.

9. COMPLIANCE WITH LAWS, REQUIREMENTS AND GUIDELINES

1. 1. 1. The Buyer must hold all necessary licences 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.
      2. If the Buyer is directed to assist in any suspension of supply or recall of products for any reason by OZVET, the Therapeutic Goods Administration or a health authority or Australian Veterinary Association, 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 OZVET is entitled to recover the costs of the suspension or recall from the relevant product manufacturer or supplier, OZVET will reimburse to the Buyer any reasonable and necessary costs incurred by the Buyer in connection with the suspension or recall.

10. PRODUCT ADVICE AND USAGE

1. 1. 1. Any description of products used by OZVET is for identification purposes only and not a description with which the products must comply.
      2. The Buyer acknowledges and agrees that any representation or advice given by or on behalf of OZVET (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. OZVET assumes no obligation or liability whatsoever in respect of any such representation or advice.
      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.

11. PRODUCT WARRANTIES

1. 1. 1. OZVET will use reasonable endeavours to enforce, at the cost and for the benefit of the Buyer, any product warranties, guarantees and representations made to OZVET by manufacturers and suppliers of products sold by OZVET to the Buyer.
      2. OZVET does not represent or warrant that any product (including, in particular, any imported product) does not infringe any intellectual property rights (including those protected by an Australian registered patent) of any third party.

12. LIMITATION OF LIABILITY

1. 1. 1. 12.1 Implied warranties and conditions as to the quality or fitness of the products or as to the accuracy of information, advice or other services concerning the products are expressly excluded to the maximum extent allowed by law.
      2. 12.2 OZVET’s liability for a breach of this document or for a breach of any implied warranty or condition is limited to, at OZVET’s election:
         1. replacing the products (or supplying equivalent products); or
         2. paying the cost of replacing the products (or supplying equivalent products).
      3. OZVET, 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 OZVET, its employees or agents.
      4. The Buyer agrees that the products are not of a kind ordinarily acquired for personal, domestic or household use or consumption.
      5. The Buyer indemnifies OZVET for all liabilities, losses, damages, costs or expenses suffered or incurred by OZVET as a result of any act or omission of the Buyer, including (without limitation) loss incurred as a result of the Buyer:
         1. cancelling any order or part of any order;
         2. unloading, storing or handling the products;
         3. 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;
         4. making, or allowing to be made, any statement in respect of the operation, application, appropriateness and use of the products; or
         5. breaching any of the Buyer’s obligations under these terms and conditions of sale.

13. FORCE MAJEURE

1. 1. 1. OZVET is not liable to the Buyer for any failure to comply with this document if the failure (directly or indirectly) arises out of any circumstances which are not within OZVET’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).
      2. If a Force Majeure Event occurs, OZVET’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 OZVET nor the Buyer may terminate these terms and conditions of sale as a consequence of any Force Majeure Event.

14. CANCELLATION AND TERMINATION

1. 1. 1. 1. The Buyer may not cancel any order once lodged with OZVET, unless OZVET, in its absolute discretion, agrees otherwise. OZVET will not agree to any cancellation unless the Buyer compensates OZVET against all loss or damage arising from the cancellation.
         2. OZVET reserves the right to accept or decline in whole or in part any order. OZVET may discontinue supply of any product without notice, unless otherwise required by legislation.
         3. OZVET may cancel any order and terminate these terms and conditions of sale if
            1. any invoice due is unpaid;
            2. the Buyer becomes insolvent or OZVET obtains an unfavourable credit report on the Buyer’s financial standing,
            In which case, the Buyer must indemnify OZVET for any costs and expenses incurred prior to cancellation and must pay any reasonable cancellation charges fixed by OZVET. In these circumstances, OZVET may require the Buyer to provide prepayments or other security as a condition of OZVET resuming delivery of products to the Buyer.
         4. The Buyer has no claim against OZVET for any damage, loss, cost or expense arising from any cancellation by OZVET.

15. GENERAL

1. 1. 1. No conduct of OZVET (including a failure to exercise, or delay in exercising, a right) operates as a waiver of a right of OZVET or otherwise prejudices or prevents the exercise of a right of OZVET.
      2. The Buyer may only assign, dispose of or otherwise create an interest in its rights under these terms and conditions of sale with the consent of OZVET. OZVET may assign its rights under these terms and conditions of sale without the consent of the Buyer.
      3. Any provision of these terms and conditions of sale which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make these terms and conditions of sale enforceable, unless this would materially change the intended effect of this document.
      4. These terms and conditions of sale are governed by the law in force in Victoria.