TERMS AND CONDITIONS OF SALE AND SERVICE

(“Terms and Conditions”)

 

 

What is this Document?

1. These Terms and Conditions of Sale and Service (Agreement or Terms and Conditions) are entered into by Mediquip Pty Ltd (ABN 93 010 695 897) (Mediquip or we) and the individual or entity (Customer or you) or collectively (the parties) agreeing to this Agreement. This Agreement applies to everything that Mediquip sells, including goods, products and merchandise (Goods), as well as services that we perform (Services). If you purchase Goods or Services from Mediquip you agree that this Agreement applies to you, or if accepting on behalf of an individual or entity, you represent or warrant that you:
   1. have full legal authority to bind the Customer to this Agreement;
   2. have read and understand this Agreement; and
   3. agree, on behalf of the Customer, to this Agreement.
2. Unless we agree otherwise in writing these Terms and Conditions apply to the exclusion of all others, including any terms and conditions that might appear on customer contracts, invoices or purchase orders, for example.

 

3. You may not assign your obligations under these Terms and Conditions without Mediquip’s prior written consent.

 

4. The parties agreeing to these Terms and Conditions are and will remain at all times independent contractors and are not deemed to be the employees or agents of the other.

 

5. Headings are included to help you navigate the document, and don’t form part of the terms and conditions.

 

6. If any provision of these Terms and Conditions is determined to be invalid, void, illegal or unenforceable for any reason then such provision shall be deemed to be severed and omitted and all other provisions remain in full force and effect.

 

7. Any provision of these Terms and Conditions capable of having effect following termination or expiration of the Terms and Conditions will survive termination or expiry.
8. The words ‘we’, ‘us’ or ‘our’ refer to Mediquip.

‘The Customer’ means any person, company, trust or other entity that places an order for the purchase of Goods or Services from Mediquip.

‘You’ and ‘your’ are references to the Customer.

Quotations

9. These Terms and Conditions apply to all quotations, estimates and other pricing that we provide you, whether in writing or not.
10. Quotes are valid in writing, for 30 days from the date of issue.

 

Changes to these Terms and Conditions

11. From time to time, we might need to update these Terms and Conditions to keep them relevant and aligned with the legal and regulatory frameworks that apply to our business, but changes won’t apply to orders that we’ve accepted before the date of the change. We will advise you in writing of any changes to these Terms and Conditions.
12. You can always view our current Terms and Conditions at mediquip.com.au and www.mqvet.com.au and www.medicalplus.com.au The Terms and Conditions that appear on our websites at the time that we accept your order will continue to apply to that order. You won’t lose any of the rights or obligations that you had under those Terms and Conditions in the event of a later change.
13. The only exception is where a change is made to comply with a mandatory legal or regulatory requirement, in which such change will apply immediately.

Cancellations and Changes to Orders

14. In most cases you can cancel or change your order prior to dispatch for delivery of Good or attendance at your premises for Services, at no cost.
15. There are some exceptions. You will need to pay for any Goods or materials that we have sourced especially for your order that cannot be returned without cost to us, and you will own those Goods or items upon payment.

Taxes and Duties

16. Unless otherwise stated, all prices and other sums payable under these Terms and Conditions exclude all applicable GST as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) or any replacement or other legislation and regulations.
17. If we are obliged to pay any form of tax (including GST), duty or levy on amounts that you pay us, or on the Goods or Services that we provide to you, then you must pay or reimburse us for those amounts.

Payment Terms

18. Our normal payment terms are close of day from the date of our invoice. If we have agreed to different payment terms in writing including credit terms (which is at our sole discretion), then those payment terms will apply instead.
19. Where we have supplied you with Goods under an instalment payment arrangement, you agree:
    1. to pay the upfront amount specified by us in writing prior to taking delivery of the Goods;
    2. to pay the balance of the price payable for the Goods in equal instalment payments at the times and in the manner specified by us in writing;
    3. to promptly make all payments as and when they fall due, with time being of the essence;
    4. that we retain legal and beneficial ownership of the Goods until full payment is received in accordance with clause 53;
    5. that as security for payment, we will register a Security Interest, as defined in the Personal Property Securities Act 2009 (as amended or replaced from time to time) (PPSA), over the Goods in accordance with clause 64 and that you will otherwise comply with your obligations relating to any such Security Interest under clauses 65 to 70; and
    6. to otherwise strictly adhere to your obligations under these Terms and Conditions.
20. We may, in our absolute discretion, accept or reject payment by credit card. If we accept a payment by credit card, then we reserve the right to charge you an amount equal to the amount that it costs us to accept payment using that payment type.
21. You agree not to withhold payment of your account, even if you have a query, dispute or set-off. If you invoke and participate in the dispute resolution process at clause 125 of these Terms and Conditions then you can withhold payment of the disputed portion of your claim pending the outcome of that process. If you abandon or fail to comply with the dispute resolution process, then you must pay the entire balance of the account immediately.
22. We can charge you, and you agree to pay, our reasonable administration and handling fees for copying and producing any documents that you ask for, or for other tasks carried out in the course of conducting your account.
23. If we have not received payment in cleared funds by the due date under these Terms and Conditions then we can:
    1. change your payment terms to ‘cash on delivery’ or require payment in advance for any further Goods or Services that we provide to you, including Goods and Services that you have already ordered but have not yet been delivered;
    2. charge you for any costs, expenses and charges that we incur in relation to the overdue amounts, or in relation to the recovery of Goods from you, including but not limited to any mercantile agent’s costs and legal costs on a solicitor-client basis;
    3. suspend or cancel any further deliveries of Goods and/or Services, and terminate any agreement in relation to Goods and/or Services that have not yet been delivered;
    4. preclude you from participating in any special deals, discounts, bonus payments, redemptions, rebates or other incentive programs until all overdue amounts have been paid.
24. Until payment has been received in cleared funds you hold Goods to which the payment relates for us as a mere bailee. You must store those Goods separately from your own goods in a way that clearly identifies them as our property. If you sell or otherwise dispose of Goods that have not been paid, you must maintain a record of who you sold the Goods to, or how they were disposed of, and any payments that you received for those Goods. You must allow us to inspect those records on request.

Goods Supplied on Loan/Rental or Trial

25. Agreements for the loan or rental of Goods (‘Loan Agreement’) or trial of Goods (‘Trial Agreement’) between us is subject to the terms in this section in addition to the remainder of any relevant clauses in these Terms and Conditions.
26. Delivery freight from Mediquip to your premises and return freight from your premises to Mediquip will be arranged by Mediquip via our chosen carrier and invoiced to you. Return of loan or trial Goods must be packed adequately and securely by you, ready for transit.
27. The Goods must not be removed or relocated in part or in its entirety from your premises, unless agreed in writing by us.
28. To the extent permitted by law, you must fully indemnify us for any damage, accident, loss, costs, repairs (other than those covered in your Agreement), fees, claims, injury involving the Goods, from delivery by our carrier to your premises through to collection from your premises by our carrier, excluding manufacturer defects.
29. You agree to have adequate insurance to cover the full replacement value of the Goods with a reputable insurance provider at all times and will provide a copy of the insurance certificate upon request.
30. You must notify us immediately of any incident with the Goods that may include any suspected or actual damage, accident, injury or malfunction.
31. Failure to make a rental payment or in the case of some Agreements, purchase consumables from Mediquip, as stipulated in the Loan Agreement entitles us to terminate with written notice. All monies owing under such the Loan Agreement will become immediately due and payable.
32. Upon expiry or termination of the Loan Agreement or Trial Agreement, the Goods must be returned in the same condition it was supplied minus fair wear and tear (clean, in good order and repair) excluding the return of sterile items (e.g. oxygen tubing and cannulas).
33. A monthly hire fee will be charged for Goods not returned at the expiry or termination of the Loan Agreement or Trial Agreement.
34. You agree that we can enter your premises and remove any Goods that we have not received payment for once the date for payment has passed, at any time and without giving you notice. Provided that we act reasonably to minimise any disturbance to your land or premises we won’t have any liability to you, or to any third party claiming through you, for accessing the premises or removing the Goods. We can sell Goods recovered in this way, and we won’t be liable to you for any loss that you might suffer as a result.

Installation and Supply of Goods (Projects)

35. If we agree to procure and install Goods at your premises, you agree to the following terms under this section in addition to the remainder of any relevant clauses in these Terms and Conditions.
36. Estimated delivery of Goods we procure for you that forms part of an installation and fit out project (‘Project’), is as specified in our proposal to you (‘Proposal’), after receipt of an agreed purchase order, deposit and final technical specifications. Any delays and time adjustments will be communicated with you.
37. You agree that we or our agents, third parties, subcontractors or employees (‘Personnel’) may legally enter the premises as notified by you to us in which to conduct our Services for the Project under this section.
38. Manufacturer’s statutory warranty for labour and parts applies from date of invoice. Any technical assistance is as per itemised on the Proposal.
39. An additional warranty for the second and third year can be purchased during the first year of warranty and a proposal will be provided upon request.

 

40. Should the installation date of the Project be delayed by you by more than 30 days for any reason other than Force Majeure, the Goods may be invoiced 30 days post the forecast installation date. A storage fee may apply to Goods delayed under this clause.

 

41. The prices quoted for imported Goods, are based on the quoted base rate of exchange as at the date of the Proposal using the Reserve Bank of Australia (RBA).
42. The exchange rate for the Proposal will then be fixed upon receipt of purchase order and deposit payment as outlined in the payment schedule.

 

Publicity Release

43. You agree and consent that we can take images and or video of the Goods and installation of the Project for use at our own discretion including for marketing or otherwise and may use a description of the Project and Goods for this purpose.

Biomedical and Medical Gas Services

44. If we agree to provide you Services under this section, you agree to the following terms in addition to the remainder of any relevant clauses in these Terms and Conditions.
45. You agree that we or our Personnel may legally enter the premises that the relevant biomedical and/or medical gas equipment (‘Equipment’) is located in which to conduct our Services under this section.
46. The below Services may be conducted on an annual or biannual basis to your Equipment, as agreed in writing:
    1. Preventative Maintenance: Biomedical equipment is inspected for physical damage and for wearing of components. Any perished components will be replaced, and manufacturer recommended overhauls and calibrations will be completed;
    2. Functional Testing: The Biomedical equipment is functionally tested in accordance with ASNZS3551 (or as updated from time to time) and the manufacturer’s testing instructions using calibrated test equipment. Test results are recorded on Biomedical asset test scripts with the calibrated test device asset also listed on the same script. A functional test sticker is also attached to the device on completion. The sticker will detail the test completion date, technician’s initials and the next due date; and
    3. Electrical Safety Testing: Biomedical equipment is tested for electrical safety in line with Australian Standard 3551 – Technical Management Programs for Medical Devices (or as updated from time to time). A tag is attached to the mains power lead on completion of test. The tag details the test completion date, technician’s licence number or initials and the next due date.
47. Our Services will be conducted in accordance with any Australian standards for service and testing as updated from time to time and the manufacturer’s specifications or guidelines.
48. Mediquip is a Quality Assured Company, accredited to AS/NZS ISO 9001:2015; Certificate number: QEC11561.
49. An online register of your Equipment will be maintained by us and will be updated and verified upon our Services being conducted by our Personnel of your Equipment.

Health, Safety and Environment

50. You must at all times identify and exercise all reasonable precautions to ensure that no person is exposed to risks to their health or safety in relation to the Goods, including through the provision of appropriate signage and training.

 

51. You must provide Mediquip with complete and accurate information:
    1. in the required form under relevant laws or any licenses, certification, authorisations, or approvals as required by Mediquip to provide the Goods; and
    2. which is known or becomes known to Customer at any point which could impact on the environment or health and safety arising from the operation of the Goods or could impact on Mediquip’s obligations under relevant laws in respect of the providing the Goods.
52. You must immediately notify Mediquip in writing of any incident, injury, property damage or environmental damage which occurs in relation to the Goods.

Ownership and Risk

53. We own the Goods until we receive payment in full for those Goods including any applicable GST, taxes, levies or duties, excluding Goods subject to a Loan/Rental Agreement or Trial Agreement.
54. If a payment for Goods or Services is voided due to the application of any legislative or common law provision, then we will be restored to rights which we would have had if the payment had not been made at all.
55. We carry the risk of damage to or loss of the Goods while they are in our physical possession. From the moment that we deliver the Goods to you, or hand them to a carrier for delivery to you, the risk of damage to or loss of the Goods passes to you.
56. If risk in the Goods passes to you before we have been paid in full for those Goods, then you must insure the Goods against all insurable risks until payment in full has been made in full.
57. If you leave property in our possession you do so at your own risk. We are not liable for any loss of or damage to your property while it is in our possession (for example, while we are performing Services involving that property), unless that loss or damage is directly caused by our negligent act or omission.
58. To the maximum extent permitted by law, Mediquip excludes all responsibility for the improper functioning and maintenance of Goods and any other loss, damage, or injury, howsoever if you, without Mediquip’s consent, allowed for the Goods to be worked on or repaired by any person other than a technician engaged by Mediquip.
59. To the maximum extent permitted by law, Mediquip excludes all responsibility for the improper functioning of Goods and any other loss, damage, or injury, howsoever if the equipment is not used at all times by properly qualified and appropriately licensed personnel in accordance with the requirements of the operation manual.
60. If Mediquip fails to carry out a Service or any other obligation in terms here of for reasons of lack of access caused or contributed to by the Customer, Mediquip excludes all responsibility for the improper functioning of said Goods and any other loss, damage or injury, howsoever as a result.

Insurance

61. The parties must effect and maintain an appropriate level of insurance as required for the Goods and/or Services.

General Security

62. If you leave property in our possession then:
    1. you grant us a lien over that property to secure any unpaid amounts that you might owe us from time to time while the property is in our possession;
    2. if you refuse to pay any amount due to us then we can sell or otherwise dispose of the property that you have left in our possession, subject to any applicable law. You authorise us to apply the proceeds of sale against the amounts that you owe to us, as well as to any costs of storage, transport, auction or sale;
    3. you acknowledge and agree that, to the extent permitted by law, the repairer’s lien that we hold takes precedence and priority over any other security interest in the property.
63. Unless we consent in writing, you agree not to sell or otherwise dispose of Goods that we have not received full payment for or if any of the following things happen:
    1. a receiver or administrator is appointed over any of your assets;
    2. a winding up order is made against you;
    3. you go into voluntary liquidation;
    4. a bankruptcy order is made against you, or you commit an act of bankruptcy (if you are an individual).

PPSA

64. Mediquip will be entitled to, but you must not, register any Security Interest, on the Personal Property Securities Register for the purposes of the in respect of the Goods supplied on loan, rental or trial.

 

65. You will do all things necessary in order for Mediquip to affect any perfected, enforceable registration of a Security Interest in accordance with this clause, including obtaining relevant signatures and consents from third parties, providing any documents and information.

 

66. Mediquip will be entitled to exercise any of its rights in connection with any Security Interest.

 

67. You will not create any Security Interest, lien or similar right over the Goods, which may interfere with or affect Mediquip’s Security interest in the Equipment.

 

68. You will not permit any of the Goods to become an accession or commingled with any other equipment.

 

69. You will promptly provide Mediquip with notice of any change of company name, change of its directors or change of its registered address.

 

70. Unless contrary to law, you waive any right to receive notifications required under the PPSA, and in particular waive your right to receive notices as out in s.144 and 157 (or successive sections of any amended form of the PPSA) of the PPSA.

Specifications May Vary

71. From time to time it may be necessary to provide you with Goods that are different to the Goods that you have ordered, or from specifications that we have given you. It might be that the manufacturer has made changes to the product, or that the original product is not available, for example. Provided that the Goods we provide aren’t materially different in terms of their function or suitability then this type of change don’t entitle you to reject the Goods and won’t give rise to any liability to you.
72. We might need to subcontract some or all of the Services that we perform for you. You acknowledge and agree that we can subcontract the performance of Services in our absolute discretion. We will be responsible for Services that we subcontract unless otherwise agreed in writing.

Delivery

73. Unless we specifically included it in our quote, our prices do not include the cost of delivery. If you ask us to deliver Goods, then we will charge you a reasonable delivery fee over and above the cost of the Goods.
74. Times or dates for delivery are only estimates. We will try to deliver at the times and dates that you request, but you release and indemnify us from any loss or damages that you or any third party sustain, directly or indirectly, as a result of early or delayed delivery. You cannot cancel your order, refuse to accept delivery, or avoid payment for the Goods because of early or late delivery.
75. You are responsible for unloading Goods upon delivery, and for any damage to the Goods sustained in the course of unloading.
76. Our obligation to deliver Goods is discharged as soon as the Goods arrive at your nominated delivery destination, transport company, agent, or the address appearing on the invoice. We can make and invoice partial deliveries at our discretion, and if we do so, each partial delivery is a separate sale under these Terms & Conditions.
77. If you do not accept physical delivery of the Goods when they are ready for delivery then we can charge you a reasonable fee to cover any additional delivery, storage or other costs that we incur as a result.
78. You should inspect Goods immediately upon delivery, and photograph any packaging damage before opening and inspecting goods. If you identify any mis-delivery, shortage, defect or damage you must:
    1. note it on the consignment note; or
    2. tell us about it, in writing, with photos of the damaged packaging and / or Goods, within fourteen (14) days of the Goods being delivered.

If you fail to do so your ability to claim for any loss suffered is excluded to the extent permitted by law.

79. You agree that delivery will be deemed to have been completed unless you send us notice that you have not received the Goods within fourteen (14) days of receiving a delivery advice or invoice from us (whichever is later).
80. If you have arranged to collect Goods from our premises but have not done so within fourteen (14) days of being notified that the Goods are ready, then payment for those Goods will be due and payable immediately. We can charge you a reasonable fee to cover any additional costs, including storage and transport fees.

Trusts

81. Clauses under this heading apply if you are a trustee, and:
    1. you enter into these Terms and Conditions on behalf of a trust; or
    2. our customer is comprised of more than one entity, and one of those entities is a trust;

whether we know about the trust or not.

82. You warrant that:
    1. you are and will remain personally responsible for meeting the obligations that the trust (including payment obligations) under these terms and conditions;
    2. you have and will retain the power to enter into this agreement with us on behalf of the trust;
    3. you have and will retain full rights of indemnity against the property of the trust, and you have not and will not diminish or release that right;
    4. you will not, without our consent:
       1. resign or be removed as trustee of the trust, or appoint or allow the appointment of a new or additional trustee;
       2. amend or revoke any of the terms of the trust;
       3. vest or distribute the property of the trust, or advance or distribute any capital of the trust to a beneficiary, or resettle any property of the trust, or pay any income of the trust to any beneficiary of the trust, if doing so will prejudice or affect the trust’s ability to meet its obligations under these terms and conditions;
       4. do or fail to do anything in breach of trust which would permit you to be removed as trustee;
       5. exercise, or permit to be exercised, a power to change the vesting date of the trust or provide for an early determination of the trust;
       6. lend any money, give any guarantee or incur any debt other than in the ordinary course of business of the trust.

Australian Consumer Law

83. Clauses 84 to 86 only apply if you are a consumer within the meaning contained in the Australian Consumer Law of Schedule 2 of the Competition and Consumer Act 2010 (Cth) as updated from time to time (ACL).
84. Our Goods and Services come with guarantees that cannot be excluded under the ACL.
85. You are also entitled to choose a refund or replacement for major failures with Goods. If a failure with the Goods or a Service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for the Goods and to cancel the contract for the Service and obtain a refund of any unused portion.

For major failures with the Service, you are entitled:

1. to cancel your service contract with us; and
2. to a refund for the unused portion, or to compensation for its reduced value.

86. Nothing in these Terms and Conditions operates to limit or exclude the rights and remedies granted to you under the ACL.

Warranty

87. The rights described under this heading are in addition to the statutory rights to which you are entitled to under the ACL, and under other applicable Australian consumer protection laws and regulations that cannot be excluded by law (‘Statutory Rights’).
88. Goods that we sell you will come with the applicable manufacturer’s warranty (if any), in addition to your Statutory Rights. You must comply with the terms of the manufacturer’s warranty if you wish to make a claim under it and ensure that defective goods are appropriately preserved and made available for inspection.
89. If the Goods are deemed under warranty:
    1. repairs will be conducted at our premises, unless agreed otherwise, in which you are responsible for delivery and the cost of the delivery of the Goods; or
    2. if the Goods are affixed to property and cannot be removed without our Services, we will cover travel up to 100km each way from the CBD in Sydney, Melbourne, Brisbane, Adelaide and Perth. Any additional travel will be charged by the hour (or part thereof) for locations exceeding the 100km radius.
90. You warrant that any training provided by us or our agents is operational instruction only, and is not clinical or technical training. You acknowledge and agree that you must seek out clinical or technical training from an accredited provider if such training is required. Any reliance on operational instruction is at your own risk and you agree to fully indemnify us for any damage, claim or loss suffered in connection to this clause.
91. We warrant that where we provide Services comprised of the supply of labour, those Services will be free from defects for a period of three (3) months from the date that the Services are completed, in addition to your Statutory Rights. The terms of the warranty are that:
    1. you must provide us with written notice of the claim within the warranty period;
    2. you must deliver any components, parts or other material relevant to the failure to an address that we specify at your own expense; and
    3. we must be satisfied, acting reasonably, that the defect was directly related to the services provided.
92. If we provide Services that only involve supplying labour directly related to the supply of Goods (for example, supplying labour to install a part), then we will warrant those Services for the duration of the manufacturer’s warranty on the Goods or three (3) months, whichever is longer provided the Goods supplied are operated within the manufacturer’s scope, manuals or instructions of use.
93. We warrant that Mediquip holds and will maintain all requisite licences, permits, permissions, and/or authorities necessary for the provision of Services.

Returns

94. Goods supplied in error, or in any way defective or damaged, not subject to the ACL and not contributed directly, indirectly in any way by the Customer, or its third parties, representatives or agents, notified to us within seven (7) days from delivery, or other timeframe as agreed in writing, and returned to Mediquip within 14 days of receipt of delivery, will be replaced (if available), repaired, or credited upon receipt of return in original packaging with all parts included with all original documentation supplied including the Goods Return Number. No claim for replacement or credit will be effective if the goods returned have been marked damaged or soiled, other than the alleged defect.
95. Delivery costs associated with the return of Goods applicable under clause 94 will be at Mediquip’s cost.

Change of Mind

96. We are not required to provide a refund or replacement if you change your mind.
97. At our complete discretion we may choose to accept the return of Goods for credit, where agreed in writing.
98. If we do choose to accept Goods returned for change of mind, then you agree that we may charge a handling, re-stocking and administration fee, which is 20% of the fees for the Goods or $50, whichever is greater.
99. Freight and other costs of returning Goods for change of mind are your responsibility through a delivery service we approve in writing.
100. We will not accept return of Goods for change of mind where the goods have been specially sourced.
101. You must include the invoice number that the Goods were supplied under with any Goods returned under this heading, including any original paperwork with the Goods, together with the Goods Return Number.

Limitation of Liability

102. Nothing in these Terms and Conditions exclude or limit any of your Statutory Rights.
103. If you are a Consumer within the meaning of the ACL, our liability will be limited to the extent of the remedies available to you under the ACL.
104. If you are not a Consumer within the meaning of the ACL, and there is a fault or defect to the Goods or Services as agreed between the parties, Mediquip may elect to offer:
105. a replacement or a credit, for Goods that don’t correspond with their description or that are defective, provided that you return the Goods to us with all original supplied documentation within fourteen (14) days of receiving them, or other time frame as agreed in writing; and
106. supply of Services again, or payment of the cost of having the services supplied again.
107. To the maximum extent permitted by law, the parties shall indemnify the other from and against all claims, liability, loss, costs and damage caused by the any act or omission of the other, its employees, subcontractors or agents in connection to a breach of these Terms and Conditions limited to 100% of the amount paid to Mediquip for the Goods and/or Services.
108. To the maximum extent permitted by law, a party’s liability under these Terms and Conditions shall be reduced and apportioned to the extent the other party, its employees, contractors or agents caused or contributed to any claim, liability, loss, cost or damage.
109. Neither party is liable to the other for any indirect, special or consequential loss or damage, in connection to these Terms and Conditions, including but not limited to loss of goodwill, loss of profit, loss of revenue, loss of expected savings, opportunity costs, loss of business, loss of reputation and business interruption), whether arising in contract, tort (including negligence), under any statute or for any other reason whatsoever, to the extent permitted by law.
110. You agree to inform us immediately of any damage or loss that might result in liability on our part so that we can act quickly to preserve our rights and inspect the damage or loss.

Force Majeure

109. Force Majeure: means a circumstance or event beyond the relevant party’s reasonable control including but not limited to:
     1. acts of god (including rainstorm or hail), accidents, national emergencies, insurrection, riot, hostile or warlike action in peace or war or sabotage;
     2. strikes, lockouts, labour disputes, work stoppages, embargoes or any other labour difficulties (except where undertaken only by employees of that party);
     3. action or inaction of any government, governmental or local authority or agency, civil or military authority or statutory authority (or any of their representatives);
     4. malicious or negligent acts or omissions by a third
110. If either party is or will be prevented from performing any of its obligations under these Terms & Conditions by Force Majeure, then that party is excused from performing the affected obligations for as long as the circumstance giving rise to Force Majeure persists.
111. A party affected by Force Majeure must notify the other party immediately and try to minimise its effects to the extent commercially reasonable.
112. A party cannot make a claim for loss, damage, costs or expenses suffered in connection with a Force Majeure event.
113. Should the event(s) of Force Majeure suffered by a party extend beyond a three-month period, the other party may terminate this Agreement by written notice to the non-performing party.

Termination

114. To terminate the ongoing Service arrangements, either party may:
     1. Termination for end of fixed or agreed term: Provide a minimum of sixty (60) days’ written notice to the other party prior to the end of the agreed term in which our agreement will terminate at the end of that term; or
     2. Termination for convenience: During any fixed or agreed term, provide ninety (90) days’ written notice to the other party of the termination, or if the agreed term has already ended then provide thirty (30) days’ written notice; or

as set out in clause 115.

115. If ongoing Service arrangements are subject to a fixed or agreed term and are not terminated pursuant to clause 114, after the fixed term ends this Agreement will continue on the same terms and conditions, except that the term continues on a month-to-month basis and can be terminated by either party with 30 days’ written notice to the other.
116. To the extent permitted by law, we can terminate any supply of Goods or Services by giving notice to you in writing if:
117. you don’t comply with any of these Terms and Conditions and if able to be rectified, is not done so within ten (10) business days from written notice;
118. being a natural person, you are subject to or commit any act of bankruptcy;
119. being a corporation, you pass a resolution for winding up or liquidation (other than for the purposes of solvent reorganisation or reconstruction) or administration, or enter into any composition or arrangement with creditors, or if a receiver or manager or administrator or controller is appointed for any of your property or assets, or you become liable to be wound up by reason of insolvency, or if any petition is presented for your winding up, or if a liquidator or provisional liquidator or administrator is appointed.
120. In the event of termination, we may, in addition to exercising all or any of our rights, suspend any further deliveries and immediately recover possession of any Goods not paid for in accordance with these Terms and Conditions.

Notices

118. You agree that we can send you notices, including by way of service, by posting them to your last known mailing address or by emailing them to the most recent email address that we have on file for you.
119. You can send us notices, by posting or emailing them to our registered address at:

admin@mediquip.com.au
PO Box 4097
Loganholme Qld 4129

For service of any legal documents: Loganholme, QLD 4129

No Representations

120. You acknowledge and agree that you have not relied on any inducement, representation or statement made by or on behalf of us in making your decision to purchase Goods or Services.

Jurisdiction and Governing Law

121. These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Queensland, Australia.
122. The parties submit to the exclusive jurisdiction of the Courts of Queensland, Australia, including the Federal Court of Australia sitting in Queensland.

 

 

Statement of Debt

123. You agree that a certificate signed by a Director, Secretary, Chief Financial Officer or Credit Manager of Mediquip is prima facie evidence of the amount that you owe us.

Privacy

124. By entering into these Terms and Conditions you agree to the collection, transfer, storage and use of any personal information by Mediquip, as described in our Privacy Policy located at our website as listed in clause 12, which may be updated from time to time.

Dispute Resolution

125. You agree to deal with any dispute or disagreement arising under this agreement as follows:
126. the party claiming that there is a dispute will give the other party written notice setting out the nature of the dispute. If there is a dispute regarding an invoice or account issued by us, or if you intend to withhold payment of all or part of an invoice or account for any reason, you must issue written notice setting out the nature of the dispute or set off promptly after receipt of the invoice or account and no later than seven (7) days after the date of the invoice or account;
127. within five (5) business days issuing the written notice under clause (a) (or such other period we agree in writing) each party will nominate a representative to meet to discuss the issues raised in the notice;
128. the representatives will try to settle the dispute by direct negotiation between them within five (5) business days of the parties nominating a representative;
129. if a settlement has not been reached within a further ten (10) business days (or such other period as we agree in writing), or if one or both parties fail to nominate a representative within the period set out in above, the parties may commence legal proceedings or agree on some other means of resolving the dispute.

For the avoidance of doubt, nothing in this clause will prevent us from commencing proceedings (or taking other enforcement action) to enforce payment of an unpaid debt, regardless of whether we have first complied with this clause.

 

TAKE NOTE These Terms & Conditions contain provisions that may affect your rights, including terms that: ·           Limit our liability to you (Clauses 102-108 ) ·           Grant us a security interest in Goods to secure amounts that you owe us (Clauses 64-70) ·           Allow us to charge a service request cancellation fee (Clause 15 ) ·           Grant us the rights to use any image(s) or video we take of Goods or installation Projects for marketing (Clause 43) You should read these Terms & Conditions carefully and seek independent advice if you have any questions.