GENERAL TERMS AND CONDITIONS
In these conditions"HARTMANN" means Paul Hartmann Pty Limited or any related corporationor legal entity; "customer" means the person, firm, corporation,government or semi-government authority purchasing goods and/or services fromHARTMANN and "conditions" means these terms and conditions. Goodsmeans such products, including but not limited to the supply of medical,pharmaceutical and other goods and services, as HARTMANN may at its discretionagree.
1.1These terms and conditions shall apply to the supply of medical,pharmaceutical and other goods and services by
HARTMANN to thecustomer.
1.2HARTMANN is not bound by any terms orconditions contained in any purchase order, purchase form or other
similardocument of the customer delivered to HARTMANNwith respect to the purchase of or order forgoods,
services orotherwise which are at variance with, in derogation from oradditional tothesegeneral terms and
conditions. Thecustomer is bound by these conditionsnotwithstanding anything to the contrary in any purchase
order, purchase form or other similar documentdelivered by the customer to HARTMANN.
2. THE CONTRACT
2.1 The matters referred to in these terms and conditions constitute acontract between HARTMANN andthe customer. Theseterms and conditions shall prevail over any other terms and conditions thatmay contain terms and conditions
that may be inconsistent or contrary tothose contained herein.
2.2 These terms and conditions shall apply to the exclusion of all otheragreements and priorrepresentations, unless
subsequently evidenced in writing by Hartmann and the customer, and, togetherwith eachinvoice and any
supplementary agreement or otheragreed document that references or is ancillary to these terms and conditions,
shall be the whole of the contract between Hartmann and the customer.
2.3HARTMANN in its reasonablediscretion reserves the right to cease supply, discount or suspend the supplyof goods
and/or services to any customer at any time.
2.4 No agent or representative of HARTMANNis authorised to make any representations,warranties, conditions or
agreements not expressly confirmed by HARTMANN inwriting and HARTMANN is not bound in any way by such
unauthorised statementsnor can such statements be taken to form part of these terms and conditions.
3. DESCRIPTION OF GOODS
The description of goods and/or services as stipulated on invoices ororder forms is provided by way of identification
only and the use of thatdescription shall not constitute a description under any contract of sale. Anydescription of
any goods in any brochure, document or other sales literatureused by HARTMANN shall not form part of any
agreement between HARTMANN and thecustomer.
4.1Subject to clause 4.2, the price for goods andservices shall be as quoted in writing by HARTMANN. If a price is not
quotedthen it shall be in accordance with HARTMANN's current price list. Verbalquotations are subject to written
4.2HARTMANN reserves the right on 30 days noticeto alter the price of goods and/or services whether or not a deposit
or partpayment has been received by HARTMANN and to invoice the customer for anysubsequent extra amount
payablewhere the costs of the goods to HARTMANN has altered due tocircumstances beyond its control including
but without limiting the generalityof the foregoing any variation in HARTMANN's exchange rates, GST or other
taxes, levies, imposts, duties, premiums, fees or charges however designed andto correct errors and omissions.
5.1 Unless otherwise agreed in writing by HARTMANN,payment is to be made to HARTMANN for goods and services
within thirty (30)days from the date of invoice.
5.2If the customer fails to comply with the termsof payment in clause 5.1, then the customer agrees that HARTMANN
(a) entitled to impose a late premium chargeamounting to two (2) per centum per month on all undisputed
monies and chargesowing by the customer from time to time and the customer will be liable for allcosts
including GSTrelating to any legal action taken by HARTMANN to recovermonies due from the customer; and
(b) hereby irrevocably authorised by the customerto enter the customer's premises (or any premises under the
control of thecustomer or as agent of the customer in which the goods are stored at suchpremises). for the
purposes of taking possession of any goods supplied byHARTMANN but not paid for, if HARTMANN has
reasonable grounds to expect thatHARTMANN may find any part of the goods there and the customer
authorisesHARTMANN by its employees and agents to take reasonable actions to obtain suchpossession. This
clause 5.2(b) applies even if HARTMANN holds some negotiableinstrument or security for the unpaid amount.
5.3If HARTMANN does take possession of the goodspursuant to clause 5.2(b) and is unable to resell the goods at the
same price (ormore) as was invoiced to the customer by HARTMANN, then HARTMANN shall beentitled to make
such claim or demand or institute, if necessary an action torecover any loss or damage sustained by HARTMANN
due to HARTMANN not being ableto obtain the invoiced price plus the added expenses incurred by HARTMANN as
aresult of non-payment by the customer.
5.4 In the event of partial delivery of the goodsand/or services, invoices may be issued by HARTMANN and will be
payable by thecustomer in respect of such partial delivery.
5.5 No discount shall be allowed except where otherwise agreed by HARTMANNin writing.
6. APPLICATION FOR A CREDIT ACCOUNT
6.1The customer agrees that for the purpose of processing its applicationfor commercial trade credit account,
HARTMANN may request and receive from acredit reporting agency a credit report containing personal financial
information about the customer (Privacy Act, 1988).
6.2 The customer agrees that HARTMANN may give to and seek from other creditproviders named in this credit
application and any providers that may be namedin a credit report issued by a credit reporting agency information
about theircredit arrangements. The customer understands that this information may includeany information about
their creditworthiness, creditstanding, credit history or credit capacity that credit providers are allowedto give or
receive under the Privacy Act, 1988.
6.3 Where a customer opens a credit account with HARTMANN the customer maybe required to nominate referees or
guarantors (that shall be acceptable toHARTMANN) prior to credit being approved by HARTMANN.
6.4HARTMANN reserves the right to withdraw at any time any credit facilitiesextended to the customer where
payment is not received or where such other actsor omissions of the customer are objectionable to HARTMANN.
7.1Unless HARTMANN otherwise agrees in writing,GST, delivery, carriage insurance, handling, storage and packaging
and anyother expenses relating to the goods shall be charged to and paid by thecustomer.
7.2 In the absence of specific instruction from the customer, HARTMANN willselect the carrier and make such
agreement with thecarrier on behalf of the customer as HARTMANN in its absolute discretion deemsappropriate.
7.3 HARTMANN will make all reasonable efforts tohave the goods delivered to the customer on the date agreed
between theparties, but time is not of the essence of this contract and HARTMANN will not,in any event be liable
for any loss or damage directly or indirectly sustainedfrom any delay in delivery or failure to give notice of any such
7.4HARTMANN reserves the right to deliver thegoods by instalments at its absolute discretion and in such
circumstances thecustomer shall accept delivery of such goods by instalments.
7.5 Where in order to deliver or collect goods, HARTMANN or its carrierenters upon the customer'spremises the
customershall provide full and safe access to HARTMANN or its carrier and shall beliable for andindemnify
HARTMANN andits carrier against the cost of all loss, damage to property and injuryto persons, occurring directly
or indirectly as a result of the failureby the customer to ensure thesaidfull and safe access.
7.6 The customer shall be responsible for providing adequate labour and/ormaterial handlingequipment for the loading
and unloading of goods at its premises.
7.7Where HARTMANN agrees to collect goods from the customer's premises thecustomer shall ensure that thegoods
are all availablefor collection at an easily accessible central point and that they are readyfor loading at thetime
HARTMANN arrives tocollect them.
7.8 Claims by the customer for short, damaged orincorrect deliveries must be made within seven (7) days from the date
7.9A minimum handling fee is applicable for allorders placed under or equal to $250.00 unless otherwise stated. The
minimumhandling fee surcharge that will be applied is $15.00 for Metro and $25.00 forcountry or regional areas.
8. RETURN OFGOODS
8.1Returned goods must be accompanied by an advicenote stating the original invoice number(s) relating to the goods
and thenature of any claimed defect, together with such further information asHARTMANN may require.
8.2 Where the customer returns goods, HARTMANN mayrefuse to replace or refund the purchase price of the goods
and return them tothe customer at the customer's cost.
8.3Where goods are incorrectly ordered by thecustomer, supplied and subsequently returned with the consent of
HARTMANN, arestocking fee of ten (10) percent of the purchase price of the goods shall bepaid together with any
delivery fee and GST incurred by HARTMANN as a resultthereof within thirty (30) days from the date of invoice.
8.4If HARTMANN is of the opinion that goods whenreturned are otherwise than in the same condition as when they
were deliveredto the carrier or directly to the customer a charge equal to the cost necessaryto restore the goods to
their original condition shall be payable by thecustomer upon demand by HARTMANN.
8.5If goods are returned to HARTMANN whichHARTMANN is unable to resell to a third party or resell for the same
amount aswas invoiced to the customer by HARTMANN, then HARTMANN may charge the customeran amount
equal to the loss incurred as a result of the customer returning thegoods.
8.6 No return of goods will be accepted or a credit note issued by HARTMANN,for any goods and/orservices
specifically acquiredor custom made for the customer.
9.1Notwithstanding any credit granted to or anything contained in theseterms and conditions to thecustomer,
HARTMANNwill retain the full legal andbeneficial ownership and title in and to all the goods delivered to the
customerby HARTMANN until the customer has paid to HARTMANN the full amount due on alloutstanding
invoice(s) to HARTMANN. Until then, the customer will
(a) hold and sell the goods astrustee, fiduciary agent and bailee for HARTMANN;
(b) store the goods separately and with the interest of HARTMANN as ownerclearly marked on the goods and the
area in which they are stored; and
(c) not charge, mortgage or encumber the goods.
9.2The customer will ensure that the goods are kept in good and serviceablecondition and secure the goods from risk,
damage and theft; and keep the goodsfully insured against such risks that are usual or common to insure against in
a business of a similarnatureto that of the customer.
9.3Any proceeds received by the customer from the resale of the goods shall be held by the customer as trustee for
HARTMANN tothe extent of the unpaid invoiced price of those goods and the proceeds of thesale shall be
forwarded to HARTMANN in full as soon as is reasonablypracticable after receipt by the customer. Where the
proceeds of sale are lessthan the amount owing by the customer to HARTMANN, such proceeds shall be
applied in practical satisfaction to the invoiced price or amount outstandinguntil all monies owing to HARTMANN
for all goods and services supplied byHARTMANN to the customer have been paid for in full by the customer to
9.5 The customer acknowledges that by virtue of clause 9.1 and 9.3 (above),HARTMANN has a security interest in the
goods for the purposes of the PersonalProperty Securities Act 2009 (Cth) (PPSAct) and to the extent applicable the
PPS Act applies.
9.6The customer acknowledges that HARTMANN may do anything reasonablynecessary, including but not limited to
registering any security interest whichHARTMANN has over the goods on the Personal Property Security Register
established under section 147 of the PPS Act in order to perfect the securityinterest and comply with the
requirement of the PPS Act.
9.7The customer agrees to do all things reasonably necessary to assistHARTMANN to undertake the matters set out in
9.8The customer and HARTMANN agree that, pursuant to section 115 of the PPSAct, the following provisions do not
apply in relation to a security interestin the goods to the extent, if any, mentioned (words in this provision have the
same meaning as in the PPS Act):
(a) section 95 (notice of removal of accession), to the extent that itrequires the secured party to give a notice to
(b) subsection 121(4) (enforcement of liquid assets--notice to grantor);
(c) section 130 (notice of disposal), to the extent that it requires thesecured party to give a notice to the grantor
and other secured parties beforedisposal;
(d) paragraph 132(3)(d) (contents of statement of account after disposal);and
(e) subsection 132(4) (statement of account if no disposal).
9.9The customer irrevocably and unconditionallywaives its right to receive any notice of any verification statement in
respectof any financing statement or financing change statement relating to theseconditions.
9.10Where the context permits, terms used in thisclause 9 have the meanings given to them in the PPS Act.
10.WARRANTIES, EXTENTOF LIABILITY AND INDEMNITY
10.1HARTMANN warrants that if defects appear ingoods under proper and normal use, it will, at its option, replace the
goods orrefund the purchase price. This warranty is subject to the customer making aclaim in writing to
HARTMANN within 3 months of the date of the invoice of theorder.
10.2The standard warranty period of all HARTMANNgoods is 3 months from the date of invoice.
10.3The warranty in clause 10.1 does not apply incircumstances where:
(a) the goods are not defective;
(b) the goods were used for a purpose other thanfor which they were intended;
(c) the goods were repaired, modified or altered byany person other than HARTMANN;
(d) the defect has arisen due to misuse, neglect oraccident;
(e) the goods have not been stored or maintained asrecommended by HARTMANN;
(f) the customer is in breach of any of theseconditions; or
(g) medical products are past their expiry date.
10.4To the extent permitted by law, neitherHARTMANN nor the customer will have any liability for any indirect or
consequentialloss (including loss of revenue, loss of profit, loss of opportunity or financingcosts) suffered or
incurred by the other party.
10.5HARTMANN will not be liable for any loss ordamage directly or indirectly suffered by the customer or any third
party whereHARTMANN has failed to meet any delivery date or cancels or suspends the supplyof goods or
10.6HARTMANN's liability to the customer arisingout of or in connection with the supply of goods or services (whether
incontract, tort (including negligence) equity or otherwise, including in respectof claims by third parties, is limited
to the value of the goods supplied.However the limitation in this clause 10 shall not apply to the extent that a
liability is one that HARTMANN buy law is not able to contract out of or limit.
10.7To the full extent permitted by law, thecustomer agrees to indemnify and at all times hereafter to keep
indemnified andhold HARTMANN, its officers, employees or contractors, and each of themharmless against all
claims for loss or damage (whether as a result ofnegligence or otherwise) to the extent any claim for loss or
damage is causedby the customer's use, possession, ownership or resale to a third party of thegoods. The
indemnity in this clause shall survive the termination of thiscontract.
11.1Thecustomer acknowledges that HARTMANN owns all rights (including all intellectualproperty rights) in all
documents, materials and information (including servicemanuals and training presentation documents) relating to
the goods and servicessupplied by HARTMANN to the customer under these terms and conditions (Materials).
11.2HARTMANN grants to the customer a perpetual, non-transferable, non-exclusive, royaltyfree licence to use and/or
exercise all intellectual property rights in theMaterials solely for the purposes of utilising the goods and services
suppliedby HARTMANN to the customer under, and in the manner contemplated by, theseterms and conditions.
12. GOVERNING LAWAND JURISDICTION
These conditions and the contract governed thereby shall begoverned by and construed in accordance with the
laws from time to time, of theState of New South Wales.
13. FORCE MAJEURE
To the extent permitted by law the customer releasesHARTMANN from all and any liability for and in relation to or
occurring out ofany failure or transaction in performance of its obligation hereunder done inpart or in whole to any
cause whatsoever beyond HARTMANN's reasonable control.
No waiver of any breach of these conditions shall be heldor construed to be a waiver of any other subsequent or antecedent breach ofthese conditions.
15.IMPLIED CONDITIONS ANDWARRANTIES
Allimplied conditions and warranties (statutory or otherwise) are hereby expresslyexcluded from these terms and
conditions insofar as they are capable of beingexcluded by agreement.
16. FITNESS FOR PURPOSE
The customershall not rely upon HARTMANN's expertise or judgement as to fitness or suitabilityof use for which
the customer may require the goods and or service.
If atany time a provision of these terms and conditions is or becomes illegal,invalid or unenforceable in any respect
under the laws of Australia, that willnot affect or impair the legality, validity or enforceability of any otherprovision
of these terms and conditions.