Terms & Conditions

Jurox Pty Limited A.B.N. 56 000 932 230 (Jurox) hereby agrees with the Customer (Customer) that unless expressly amended in writing by Jurox these General Terms and Conditions (GT&C) comprise the sole terms and conditions of the contract between Jurox and the Customer (the Agreement) notwithstanding anything that may be implied or expressed to the contrary on the Customer’s Enquiries or orders and shall supersede all other conditions and agreements between the parties and shall without further notice apply to all future transactions between Jurox and the Customer whether or not these GT&C are delivered or executed in the course of such transactions.

1.DIMENSIONS, WEIGHTS AND MEASURES

All dimensions weights and quantities mentioned in catalogues, price lists and quotations are acknowledged by the Customer to be approximations only and the Customer should refer to the product label for guidance. Generally, an active constituent may vary by up to 5% at release time (time of manufacture).

2. WARRANTIES

To the extent permitted by law and subject to clauses 9 and 10:

(a) Other than the warranties expressly provided in these GT&C, all other conditions, warranties and guarantees implied or provided for by statute, common law or otherwise in relation to the goods (including without limiting the generality of the foregoing any implied or imposed warranty or guarantee that the goods are suitable or fit for any particular use or purpose) are hereby excluded, except for any warranties or guarantees which may not be excluded according to the applicable laws or regulations of a country which has proper jurisdiction;

(b) Any warranty provided under or in connection with these GT&C relate only to goods manufactured and supplied by Jurox. The parties agree that the warranty excludes:

(i) improper, abnormal use or mismanagement by the Customer;

(ii) use of the goods other than in accordance with the Material Safety Data Sheet or Technical Notes for the goods or any instructions or recommendations by Jurox;

(iii) use of the goods in a manner not reasonably contemplated by Jurox;

(iv) where the Customer causes the goods to become of unacceptable quality or fails to take reasonable steps to prevent them from becoming of unacceptable quality including without limitation failing to store the goods in accordance with Jurox’s recommendations;

(v) use of the goods in a manner contrary to the law;

(vi) defects in the goods where the relevant defect is due to the Customer’s failure to comply with any terms of this GT&C;

(vii) items otherwise subject to deterioration or consumption in normal service and no later than the shelf life or expiry date noted on the package of the goods; and

(viii) defects or failures in materials or faults in respect of goods or components manufactured by unrelated third parties where such materials, goods or components will be repaired or replaced only to the extent of the original supplier’s warranties;

(c) Unless otherwise stated by Jurox or agreed at the time of entering into the Contract with the Customer, Jurox expressly warrants as supplier and manufacturer of the goods, in addition to any guarantees applying in respect of the goods under the Competition and Consumer Act 2010 (Australian Consumer Law), that the goods will be free from defects in material or faults in manufacture until the expiry date of the goods as referred to on the label, subject to the Material Safety Data Sheet or Technical Notes for the goods and the exclusions contained in clause 2(b);

(d) To make a claim under clause 2(c), the Customer must return the unused portion of the goods to Jurox and specify the nature of the defect, breach or non-conformance of the goods on or before the expiry date. All such communications are to be directed to Customer Service;

(e) The Customer shall be responsible for all costs incurred (including any incidental costs) in packing and transporting defective goods to and from Jurox under clause 2(d);

(f) The provisions of clauses 2, 9 and 10 exhaustively describe and define the Customer’s rights and Jurox’s obligations and liabilities with respect to any breach of guarantee or warranty described or stated in this clause 2 and the rectification of defects and non-conformances in the goods and shall be to the exclusion of any other rights and remedies the Customer may otherwise have in respect of any breach of guarantee or warranty or any defect or non- conformance in the goods.

3. PRICES

(a) Subject to clause 4(a) all prices are expressed in Australian currency and exclude the costs of delivery.

(b) The price(s) charged to the Customer, subject to clause (a), shall be the price(s) ruling as at the date of delivery. Any price indications or price lists are subject to alteration by Jurox to reflect price(s) ruling as at the date of delivery.

(c) If any statutory charge, duty or impost is levied in respect of the goods and which has not been allowed for by Jurox in calculating the price, then provided it has been levied after the date of the Contract the same shall be borne by the Customer, and the price shall be increased accordingly. The date of the Contract shall be the date upon which Jurox accepts the Customer’s order.

(d) All prices quoted for Jurox manufactured goods are exclusive of goods and services tax. For all invoiced items, goods and services tax shall be charged as a separate item in accordance with the applicable rate at the time the invoice is raised.

(e) Jurox reserves the right to require the Customer to pay to Jurox at any time prior to the delivery of the goods, such part or whole of the contract price as Jurox considers appropriate.

4. DELIVERY OF GOODS & ACCEPTANCE

(a) Jurox shall use all reasonable endeavours to provide the goods to the Customer at the agreed place of destination specified in the Contract during normal business hours.

(b) Subject to clause 4(d), for all orders to mainland Australia:

(i) which exceed $1250.00 (GST inclusive), Jurox agrees to pay all costs of freight, delivery and unloading the goods (where delivered successfully on the first attempt);

(ii) where such orders are equal to or less than $1,250.00 (GST inclusive), a delivery fee of $50.00 (plus GST) will be payable by the Customer at the time of placing their order with Jurox;

(c) For Tasmania and other off-shore locations all costs of freight, delivery and unloading the goods shall be borne by Jurox where the order exceeds

$1,250.00 (GST inclusive). Where an order is less than $1,250.00, a delivery fee of $100.00 (plus GST) will be payable by the Customer at the time of placing their order with Jurox.

(d) If the Customer requests their own freight carrier, the Customer must have in place transit insurance to cover the delivery and all risk of loss or damage to the goods will pass immediately to the Customer and their freight carrier upon collection from .Jurox’s premises.

(e) If the Customer directs that delivery of the goods be staggered over different times or to different addresses from those specified in the Contract and Jurox (in its sole discretion) agrees, then the Customer will be charged and liable for any additional charges that Jurox considers to be reasonably appropriate to reflect the direct impact upon Jurox’s resources in complying with the Customer’s direction.

(f) If the goods provided to the Customer are substantially in accordance with the requirements of the Contract (including any minor defects, errors or omissions which do not materially affect the normal use or application of the goods), the Customer shall promptly accept the goods in writing in accordance with clause 9(a) of these GT&C. All subsequent transportation of the goods shall be carried out at the expense and risk of the Customer, whether carried out under its direction or not.

(g) If the goods are rejected on delivery, the Customer must promptly advise Jurox in writing the reasons for the rejection within 7 business days in accordance with clause 9(a) of these GT&C, otherwise, the Customer will be deemed to have not properly rejected the relevant goods. Where the goods have been properly rejected within this time period by the Customer, clause 10(b) will apply unless the Customer is a Consumer for the purposes of the Competition and Consumer Act 2010, in which case, clause 10(a) will apply.

5. TITLE, RISK AND THE PPSR 

(a) Title in each item of goods shall pass to the Customer upon dispatch of the products from our warehouse or manufacturing site, as the case may be. 

(b) Notwithstanding clause 5(a), the risk of loss of or damage to the goods passes to the Customer upon delivery of the goods to the Customer at the agreed place of destination specified in the Contract or such other site as agreed by the parties.

(c) The Customer acknowledges and agrees that these GT&C constitute a Security Agreement for the purposes of the Personal Property Securities Act 2009 or PPSA.

(d) The Customer grants Jurox a Security Interest in Jurox’s products and any proceeds of sale in respect of Jurox’s products.

(e) The Customer acknowledges and agree that each supply of Jurox’s products on credit terms is subject to this Security Agreement and that Jurox may register its Security Interest in its products and the proceeds of sale of its products as a Purchase Money Security Interest on the Register.

(f) The Customer acknowledges and agrees for the purposes of satisfying section 20(1)(iii) of the PPSA that the description of Jurox’s products the subject of the Security Interest created under this Security Agreement is as set out in these terms and on any invoice in relation to those products and the description of the products in any invoice is expressly incorporated into these terms.

(g) The Customer consents to Jurox registering one or more Financing Statements or Financing Change Statements in respect of any Security Interest created by or contemplated under these GT&C and undertakes to do all things reasonably required by Jurox to facilitate this.

(h) The Customer agrees to pay, on demand by us, all costs incurred in connection with registering any Financing Statement or any Financing Change Statement and indemnify Jurox (and its agents) in respect of all such costs incurred.

(i) The Customer will not cause registration of a Financing Change Statement without Jurox’s consent. The Customer agrees not to cause (directly or indirectly) the registration of a Financing Change Statement in respect of Jurox’s products without Jurox’s prior written consent.

(j) The Customer agrees that the following provisions of the PPSA will not apply to these GT&C: section 95 (notice of removal of accession) to the extent that it requires the secured party to give a notice to the grantor; section 96 (when person with an interest in the whole may retain accession); section 118 (land law decisions), section 121(4) (notice under section 120(2)); section 125 (obligation to dispose of or retain collateral); section 129 (disposal by purchase); section 130 (notice of disposal) to the extent that it requires the secured party to give a notice to the grantor; section 132(3)(d) (contents of statement of account after disposal); section 132(4) (statement of account if no disposal); section 135 (notice of retention); section 142 (redemption of collateral); and section 143 (reinstatement of security agreement).

(k) For the purposes of section 157 of the PPSA, the Customer waives its right to receive notice of any Verification Statement in relation to the registration of a Financing Statement or a Financing Change Statement.

(l) For the purposes of section 275(6) of the PPSA, the Customer and Jurox agrees that neither party will, or is entitled to, disclose information of the kind specified in section 275(1) of the PPSA.

(m)  The Customer agrees that it will not enter into any agreement or arrangement which permits any other person to register any Security Interest in respect of Jurox’s products, the proceeds of sale of Jurox’s products or any amounts owed in respect of Jurox’s products without Jurox’s prior written consent.

(n) The Customer agrees to provide Jurox with immediate written notice upon a change of its corporate details, such as organisation name, ABN, principal place of business, directors, or a material change in shareholders.

(o) In these GT&C, the expressions “Financing Statement”, “Financing Change Statement”, “Purchase Money Security Interest”, “Register”, “Security Agreement”, “Security Interest”, and “Verification Statement”, have the meanings given to them under, or in the context of, the PPSA.

6. DELAYS

(a) Jurox will make reasonable efforts to have the goods delivered to the Customer on the date(s) agreed between the parties as the delivery date(s), but Jurox shall be under no liability whatsoever should delivery not be made on the date(s) agreed or by the period stated. Any delivery date specified is an estimate only.

(b) If Jurox is prevented or hindered from delivery of the goods (or any part thereof) by reason of any acts of god, fire, floods or accidents, breakdowns of plant or machinery, unavailability of or delays in shipping or other transport strikes or lock-outs of workmen, shortages or other default by suppliers of fuel, power or raw material or any other circumstance beyond the reasonable control of Jurox, then:

(i) any delay in manufacture, transportation or delivery thereby incurred shall not give rise to any cause of action by the Customer against Jurox;

(ii) during the period such delay continues, Jurox and the Customer shall each have the option to suspend or cancel any subsequent obligations or balance of obligations of the Contract on either of their parts provided that:

(A) written notice shall be given by the party exercising such option:

(B) on any such suspension or cancellation by the Customer, any goods appropriated to the Contract by Jurox whether partly or fully processed at the time of such suspension or cancellation, shall be accepted by the Customer when delivered by Jurox, and

(C) in the case of cancellation the Customer shall be entitled to a credit against purchases in relation to any sums paid by the Customer in respect of goods subject to the cancellation and not subsequently delivered by Jurox pursuant to clause 6(b)(ii)(B).

(iii) the Customer shall not be entitled to cancel its obligations under the Contract unless in the reasonable opinion of Jurox, the Customer’s interest in the Contact has seriously suffered or has been totally impaired by the delay; and

(iv) the Customer shall accept and pay for all of the goods which Jurox had delivered or which Jurox is able to deliver pursuant to clause 6(b)(ii)(B).

7. CANCELLATION

The Customer may only require Jurox to delay the delivery of goods or to cancel the Contract if Jurox agrees to do so in writing and provided that the Customer must pay to Jurox what Jurox considers to be a fair and reasonable amount to fully compensate Jurox for any costs, expenses, loss of profit and consequential damage that Jurox has or may suffer in relation to such suspension or cancellation.

8. PAYMENT

(a) Subject always to clause 8(c) herein, all goods ordered by the Customer from Jurox must be paid for by the Customer within 30 days of the last day of the month of delivery. Time of such payment shall be the essence of the Contract.

(b) Subject always to clause 8(g) the Customer shall pay for the whole of the value of the order as invoiced when the same is due for payment

notwithstanding that the Customer may have directed that delivery of the goods be to different addresses or that the Customer may not have signed a receipt for the whole or any part of the goods.

(c) Jurox’s express or implied approval of a credit facility to the Customer may be revoked or withdrawn by Jurox at any time.

(d) If the Customer becomes insolvent pursuant to any of the provisions of the Corporations Act 2001, all amounts then due and payable shall immediately become due and payable to Jurox.

(e) If the Customer is a Customer to which clause 8(d) applies, and the Customer fails to pay any amount due in accordance therewith, then:

(i) the Customer shall, in addition to that amount and without prejudice to all or any of Jurox’s other rights and remedies under the Contract, pay:

all costs, charges and expenses incurred by Jurox in enforcing or attempting to enforce any of its rights under the Contract including recovering any damages or unpaid amount(s). Such costs in the case of legal costs shall be charged on a solicitor and own client basis; and

(ii) the Customer shall deliver up to Jurox those goods it has not paid for immediately on receipt of a demand in writing to this effect from Jurox. If the Customer does not comply with the demand within two (2) business days of receipt of the demand, Jurox shall be entitled to enter upon the Customer’s premises at any time to do all things necessary in order to take possession of the goods. The Customer shall be liable for all costs of and associated with exercise of Jurox’s rights under this clause, which shall be payable on demand. 

(f) Jurox reserves the right to require the Customer to pay the price as determined by clause 3 to Jurox at any time prior to the delivery of the goods at the Customer’s premises

(g) In the event of a dispute, the Customer acknowledges that it shall not be entitled to withhold payment of any undisputed balance then due to Jurox for the goods, and agrees that it shall pay the whole of any undisputed balance pursuant to this clause 8.

9. CLAIMS AND RETURNS

(a) The Customer shall inspect the goods immediately on delivery and shall, within seven (7) business days of receipt of the goods, give notice to Jurox in writing of any matter or thing by reason whereof the Customer alleges that the goods are not in accordance with the Contract, failing which the Customer shall be bound to accept and pay for the goods.

(b) No claim shall be made against Jurox unless, at the time of the claim, all of the goods which are the subject of the Contract remain intact as a whole for inspection by a Jurox representative. Disposal or use of any part of these goods shall constitute acceptance by the Customer of the whole.

(c) The Customer hereby grants to Jurox full and free access to the premises of or occupied by the Customer to enable Jurox to investigate any claim by the Customer. Such investigation shall not constitute or be construed as an admission of liability by Jurox.

(d) Jurox may, after being given the notice referred to in clause 9(a) accept the return of goods. All returns must occur within 14 days of the date of delivery and the invoice and/or the delivery note number must be supplied to Jurox at the point of return.

(e) Goods sold by Jurox to the Customer may not be returned to Jurox by reason of their lower than expected sales demand in the hands of the Customer.

(f) Goods sold by Jurox to the Customer which will reach their expiry date within six months of being delivered to the Customer may be exchanged at no cost to the Customer. To take advantage of this provision, the Customer must apply in writing to Jurox within 30 days of the expiry of said goods, and no later than seven (7) months from the original delivery.

10. LIMITATION OF LIABILITY AND INDEMNITY

(a) Where the Customer is a Consumer for the purposes of the Australian Consumer Law, then:

(i) the goods come with guarantees that cannot be excluded under the Australian Consumer Law. The Customer is entitled to a replacement or refund for a major failure and compensation for any o ther reasonably foreseeable loss or damage. The Customer is also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

(ii) if the failure cannot be remedied or is a major failure as defined in the Australian Consumer Law (a Relevant Failure), Jurox’s liability is as stated in the Australian Consumer Law in respect of that Relevant Failure; and

(iii) if such failure is not a Relevant Failure or if Jurox is the manufacturer of the goods and there is a breach by Jurox of any warranty provided in clause 2(c) in respect of those goods, then in Jurox’s absolute discretion Jurox’s liability in respect of that failure or breach is limited to replacement of the goods, the supply of equivalent goods, the repair of the goods or the cost of replacing the goods or having them repaired.

(b) Where the Customer is not a Consumer for the purposes of the Australian Consumer Law, then for all other liability arising from the performance or failure to perform the Contract whether in contract, tort, negligence, strict liability or otherwise and including a breach by Jurox of any warranty provided in clause 2(c) in respect of goods manufactured by Jurox or otherwise, then to the extent permitted by law, Jurox’s liability is limited, at Jurox’s option, to:

(i) replacement of the goods or the supply of equivalent or replacement goods;

(ii) payment of the cost of replacing the goods or of acquiring equivalent goods, by credit to the Customer’s account, in cash or by cheque at Jurox’s discretion; or

(iii) repayment of any part of the purchase price of the goods which has been paid by the Customer, by credit to the Customer’s account, in cash or by cheque at Jurox’s discretion.

(c) To the extent permitted by law, Jurox will not under any circumstances be liable for any contingent, indirect, consequential or special losses or damages, or for any loss of profit or income, loss of business opportunity, business interruption, increased expense of operation or any financing and holding costs arising directly or indirectly from the Contract or any performance or failure to perform the obligations under the Contract whether in contract, tort, negligence, strict liability or otherwise, including (but not limited to) Jurox’s negligence, default, breach of contract, breach of warranty or guarantee or misconduct even if informed of the possibility of such damages.

(d) The Customer shall at all times indemnify and keep indemnified Jurox (and any Related Body Corporate as defined in the Corporations Act 2001), its employees, agents, contractors, subcontractors and consultant (Indemnified Parties) from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by the Indemnified Parties arising from any claims, demands or proceedings where such liability was caused by:

(i) a breach by the Customer of its obligations under the Contract; or

(ii) any wilful, unlawful or negligent act or omission of the Customer including use of the goods for any purpose other than their intended purpose.

(e) The Customer shall at all times indemnify and keep indemnified the Indemnified Parties against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of the Indemnified Parties from any claims, demands or proceedings made by any third party in respect of any loss, damage, death or injury arising from the Customer’s use of the goods.

(f) In respect of any claim between the parties under or in connection with this Contract, the parties agree that to the maximum extent permitted by law, the operations of Part 4 of the Civil Liability Act 2002 (NSW) and of any laws having a similar effect in the Commonwealth and other States and Territories of Australia are excluded and have no application or effect insofar as any of them would apportion liability to Jurox which would not have been so apportioned but for such laws.

11. MISTAKE

Any mistake on any quotation, order, invoice, delivery docket or other document issued by Jurox in relation to the Contract shall not be binding on Jurox, and Jurox may in its discretion issue such amended document as is required to rectify such mistake. The Customer shall comply with Jurox’s amended document.

12. ACCESS

The Customer irrevocably permits Jurox or any person authorised in writing by Jurox to enter into, all of the owned and leased premises of the Customer or any site in which Jurox reasonably believes that the goods are located for the purpose of inspecting or retrieving (subject to the terms of the Contract) any goods of Jurox. The Customer also agrees to indemnify and hold Jurox harmless for reasonable costs of removal, enforcement and legal action in respect of the removal of any Goods, the subject of this Contract.

13. DANGEROUS GOODS

The Customer warrants to Jurox that after delivery of the goods the Customer shall comply with all applicable Acts, Regulations and Laws dealing with the transport, unloading and storage of dangerous or hazardous materials.

14. ETHICAL BUSINESS PRACTICES 

(a) The Customer must not bribe, directly or indirectly, any person in connection with Jurox’s products or any amount payable in connection with these GT&C and, without limiting that obligation the Customer must comply with the Anti-Bribery and Anti-Corruption Principles available at www.zoetis.com.au.

(b) The Customer agrees to permit Jurox to take reasonable steps to ensure that rebates or other benefits paid or provided by Jurox to the Customer (directly or indirectly) are not used by the Customer or its employees, representatives or agents for any unlawful or corrupt purpose, including by promptly permitting Jurox’s auditors to access any relevant information and records of the Customer relating to such rebates or benefits. 

(c) If Jurox learns that the Customer or its employees, representatives or agents are or have been using any rebates or benefits paid or provided by Jurox to the Customer for an unlawful or corrupt purpose, Jurox may by written notice with immediate effect: (i) terminate any agreement with the Customer pursuant to which the rebates or benefits are paid or provided, in which case, the Customer will forfeit any rebates or benefits that have been accrued but not yet provided as at the date of termination; (ii) cancel any order from the Customer or any of its related bodies corporate; and/or (iii) terminate any credit account the Customer has with Jurox. 

15. US TAX 

The Customer warrants that: (a) it is a legal entity established and organized under the laws of Australia; (b) it will not, directly or indirectly, itself or through third-parties, export or cause Jurox’s goods and services to be exported to the United States and it does not intend for Jurox’s goods and services to be used, consumed or disposed of within the United States; (c) it will not cause Jurox’s goods and services to be subject to processing, distribution, assembly or manufacturing within the United States; and (d) any services provided by Jurox will be provided to offices, facilities or other operations of the Customer located outside of the United States, for use outside the United States.

16. LAW/INTERPRETATION

The Contract is to be interpreted according to the laws of the State of New South Wales, Australia and Jurox and the Customer agree that the courts in the State of New South Wales shall have exclusive jurisdiction to hear and determine all disputes of and incidental to these GT&C, including any claims in respect of monies due to Jurox pursuant to these GT&C whether on account of debts due, or on account of a claim for damages.