Terms & Conditions of Purchase

LINEAR MEDICAL PTY LIMITED ABN 39 134 586 306 (Linear Medical), a wholly owned subsidiary of Ramsay Health Care Limited ABN 57 001 288 768, offers to sell the Goods on the following terms and conditions.

1 Definitions

In these terms and conditions:

Business Account Customer means a Customer who has registered a business account with Linear Medical.
Business Day means a day other than a Saturday, Sunday or public holiday in NSW, Australia;
Customer means a purchaser of Goods from Linear Medical;
Grantor means the goods as described in an Order;
Order means an Order made by the Customer to purchase Goods from Linear Medical;
PPSA means the Personal Property Securities Act 2009 (Cth);
Price means the price of the Goods specified in the Order; and
Single Use Good means any good sold by Linear Medical that is labelled “for single use only”, “for single patient use only” or with language similarly indicating that the Good is intended to be used once only.

 

2 Basis of purchase

2.1 Each Order made by a Customer must be in writing and will be deemed to be an offer by the Customer to purchase Goods on these terms and conditions.

2.2 Linear Medical may, in its absolute discretion, accept an Order made in accordance with clause 2.1 in whole or in part.

2.3 These terms and conditions shall apply to the contract formed upon Linear Medical’s acceptance of an Order (whether express or by conduct). Where Linear Medical does not notify the Customer of any issue pertaining to the Order within 5 Business Days of the Order being placed, Linear Medical will be deemed to have accepted the Order.

2.4 The Customer acknowledges and agrees that Linear Medical may cancel the acceptance of an Order at any time before delivery of the Goods. The Customer may only cancel an Order with Linear Medical’s prior written consent, which may be withheld in Linear Medical’s absolute discretion.

2.5 No variation of an Order or these terms and conditions shall be binding unless agreed in writing between the authorised representatives of Linear Medical and the Customer.

3 Price of the goods and services

3.1 The Price, unless otherwise so stated, shall be;

  • exclusive of any applicable GST, which shall be payable by the Customer subject to receipt of a GST invoice; and
  • subject to clause 3.3 below, exclusive of all charges for shipping, carriage, insurance and delivery of the Goods to the delivery point nominated by the Customer in the Order.

3.2 Linear Medical is solely responsible for arranging all shipping, carriage, insurance and delivery of the Goods to the delivery point nominated by the Customer in the Order unless otherwise agreed between Linear Medical and the Customer in writing.

3.3 All online Orders of AUD100 or more will be delivered free of charge to any nominated mainland Australia delivery point. Online Orders that are either less than AUD100 or to a nominated delivery point that is not on mainland Australia may incur a delivery fee, the amount of which will be notified to the Customer at the point of check-out or prior to the Order being confirmed.

3.4 For Orders placed by a Business Account Customer, separate delivery charges may apply. Linear Medical will notify the Business Account Customer of the applicable delivery charges following the receipt of an Order and will only accept an Order upon the Business Account Customer agreeing to pay the applicable delivery charges.

3.5 Prices for Goods will be the prices set by Linear Medical at the time its ordering system applicable at the time generates the relevant order reference number.

4 Terms of payment

4.1 Linear Medical will issue a tax invoice to the Customer before or upon delivery of the Goods. Each invoice shall quote the relevant order reference number.

4.2 Unless otherwise stated in the Order, payment for Goods shall be as follows:

  • for all Customers other than Business Account Customers, payment shall be made at the time you place your Order; or
  • for Business Account Customers, payment of the full invoiced amount shall be made within 30 days after the date of invoice without any set-off or deduction of any kind. Time for payment shall be of the essence.

4.3 Payment must be made by Visa, Mastercard or Paypal only or electronic funds transfer for approved Business Account Customers.

4.4 If the Customer does not pay the amount stated in the invoice in full by the due date, all amounts then owing to Linear Medical will, at Linear Medical’s election, become due and payable and the Customer shall pay Linear Medical interest on all overdue amounts, calculated daily from the due date for payment, at the rate which is 4% above the Reserve Bank of Australia’s prevailing market interest rate on overnight funds

4.5 Linear Medical is entitled to suspend deliveries of Goods as a result of any sums owed by the Customer to Linear Medical being outstanding.

5 Delivery

5.1 Subject to clause 5.2, the Goods shall be delivered to the delivery point nominated by the Customer at the time of making the Order or at such other time as agreed between the parties in writing.

5.2 The Customer may request a date for delivery of the Goods. Linear Medical will endeavour to deliver the Goods to the nominated delivery point by the requested date, however this may be subject to additional charges as determined by Linear Medical and notified to the Customer prior to delivery.  If Linear Medical cannot deliver the Goods to the nominated delivery point by the requested date, Linear Medical will notify the Customer as soon as possible.

5.3 Where the date of delivery of the Goods is to be specified after the placing of an Order, Linear Medical shall give the Customer reasonable notice of the date of delivery. Such notice will be given in the invoice provided by Linear Medical in accordance with clause 4.1.

5.4 The Customer must give Linear Medical at least 48 hours’ written notice of any change to the scheduled date of delivery or delivery point.

5.5 Delivery of the Goods occurs when possession or control of the Goods passes to the Customer, its agent or carrier, at the nominated delivery point. A delivery receipt for the Goods signed on behalf of the Customer shall be taken to be conclusive evidence of delivery.

5.6 Linear Medical shall ensure that each delivery is accompanied by a delivery note which shows, among other things, the Order reference number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. The delivery note must be displayed prominently.

5.7 Linear Medical may deliver the Goods by instalments in any amount it determines. At Linear Medical’s sole discretion, each delivery may be deemed to be a separate Order and these terms and conditions shall apply to each instalment as if such instalment comprised the “Goods” under the Order.

5.8 Where an Order has more than one scheduled delivery, each separate delivery may incur a separate handling and administration fee.

5.9 If the Customer requests delivery of the Goods by express freight, the Customer will be liable to pay the express freight costs. These costs will be added to the invoiced costs and will be payable at the same time as the total invoiced amount.

6 Limited purchase quantities

Linear Medical reserves the right to monitor and limit the purchase amounts of products at its sole discretion. Linear Medical reserves the right to restrict sales to a non-commercial level at it’s sole discretion. In such cases Linear Medical will reduce the number of Goods to what  it considers a non-commercial quantity. Any commercial quantities should be requested by email to: customerservice@linearmedical.com.au.

7 Returns

7.1 Linear Medical will accept return of the Goods in accordance with the Linear Medical Returns Policy (as amended from time to time) and available at linearmedical.com.au .

7.2 The Customer is responsible for all costs of delivery applicable to the return of the Goods to Linear Medical, unless Linear Medical agrees that the Goods are defective or breach a statutory warranty, in which case Linear Medical will pay the Customer’s reasonable costs incurred in returning the Goods.

7.3 A restocking fee of 15% will be charged by Linear Medical and payable by the Customer where the Customer returns non-defective Goods.

8 Risk and property

8.1 Risk of damage to or loss of the Goods shall pass to the Customer upon the Customer taking delivery of the Goods.

8.2 The title in the Goods shall pass to the Customer once payment of the total invoiced amount has been received by Linear Medical in cash or cleared funds, including any interest due and payable in accordance with clause 4.4.

8.3 Until such time as title passes to the Customer, the Customer must:

  • keep the Goods free of charge, lien or other encumbrance;
  • hold the Goods as bailee for Linear Medical;
  • not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
  • keep the Goods separate from all other goods in the Customer’s possession and marked in such a way that they are clearly identifiable as Linear Medical’s property; and
  • maintain the Goods in satisfactory condition insured on Linear Medical’s behalf for their full price against all risks to the reasonable satisfaction of Linear Medical. Evidence of such insurance must be produced to Linear Medical upon request.

8.4 Where payment is overdue in whole or in part for any of the Goods, Linear Medical or its nominee may (without prejudice to any of its other rights) request the return of the Goods. The Customer must promptly and without delay return the Goods, at its sole cost, to Linear Medical upon receiving such request.

9 Storage and handling

9.1 The Customer must ensure that all applicable health and safety regulations and therapeutic goods requirements are observed and other appropriate steps taken in relation to the storage, handling, sale and the use of the Goods once they are delivered to the Customer.

9.2 The Customer must ensure that it provides safe facilities for the reception of Goods at the nominated delivery point.

10 Product recall

10.1 The Customer must take all reasonable steps to assist Linear Medical with, and will comply with any reasonable directions given by Linear Medical, any recall, field safety alert or hazard alert issued by Linear Medical or any government agency or regulatory authority relating to Goods purchased by the Customer.

11 Disclaimer

The Customer acknowledges and agrees that the Goods are of a medical nature and must only be used as directed on the packaging, labelling or as directed by a general practitioner, registered pharmacist or other medical practitioner/qualified health provider.

12 Registration of security interest

12.1 The Customer, as Grantor, grants to Linear Medical a security interest in the Goods for the purposes of the PPSA. The Customer agrees to do all things requested by Linear Medical for the purposes of:

  • ensuring that the security interest is enforceable, perfected and otherwise effective; or
  • enabling Linear Medical to apply for any registration, or give any notification, in connection with the security interest so that the security interest has the priority required by Linear Medical; or
  • enabling Linear Medical to exercise rights in connection with the security interest.

13 Warranties and liability

13.1 Other than as specifically set out in these terms and conditions, all warranties implied by statute or law are excluded to the full extent permitted by law.

13.2 Linear Medical warrants to the Customer that:

  • the Goods will be free from defects in design, material and workmanship; and
  • if any Goods are therapeutic goods for the purposes of the Therpeutic Goods Act 1989 (Cth), that such goods are registered, listed or included (as the case may be) on the Australian Register of Therapeutic Goods.

13.3 Goods purchased 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 of the Goods.  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.

14 Limitation of liability

14.1 Without prejudice to any other right or remedy which the Customer may have, Linear Medical’s liability for a breach of warranty or condition under these terms and conditions or implied by statute or law about the Goods purchased by the Customer, is at Linear Medical’s sole option limited to:

  • the replacement of the Goods;
  • the supply of equivalent Goods;
  • repair of the Goods;
  • payment of the cost of replacing the Goods;
  • payment of the cost of acquiring equivalent Goods; or
  • payment of the cost of having the Goods repaired.

14.2 Under no circumstances will Linear Medical be liable for any loss of or anticipated loss of profit, loss of or anticipated loss of revenue, loss of use, business interruption, loss of any contract or other business opportunity or goodwill indirect or consequential losses or damages, arising out of or in connection with these terms and conditions.

15 Single use of goods

The Customer acknowledges and agrees that a Single-Use Good may be used once only and no right or license is conveyed with respect to such Single-Use Good beyond the right to use the Good once and only once.

16 Force Majeure

16.1 Except for obligations to make payment, neither Linear Medical nor the Customer shall be liable to the other or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods, if the delay or failure is beyond that party’s reasonable control (“Force Majeure Event”). Without prejudice to the generality of the foregoing, the following shall be regarded as Force Majeure Events:

  • act of God, explosion, flood, epidemic, tempest, fire or accident or other exceptional weather condition;
  • war or threat of war, national emergency, acts of terrorism, protests, riot, civil commotion, sabotage, insurrection, civil disturbance or requisition;
  • acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
  • import or export regulations or embargoes;
  • strikes, lock-outs or other industrial actions or trade disputes (other than any involving the employees of Linear Medical); and
  • compliance with imperative Order by any authority.

17 Privacy

17.1 This clause applies where Linear Medical collects, uses and discloses personal information provided by the customer.

17.2 The personal information Linear Medical collects may include contact details, personal details and financial information. The Customer agrees that Linear Medical may use the personal information to provide services to the customer, to fulfil its obligations pursuant to these terms and conditions, to fulfil administrative functions associated with these services (for example assessment of credit worthiness), for account management, to enter into contracts with the customer or third parties, and for marketing and client relationship purposes.

17.3 The Customer can access the personal information Linear Medical holds about the Customer and request corrections by placing a request in writing to Linear Medical. This right is subject to some exceptions; for example, the customer may not obtain access to information relating to existing or anticipated legal proceedings.

17.4 More information about Linear Medical’s privacy policy is available on the Linear Medical website (linearmedical.com.au) or may be obtained by the Customer upon request free of charge. Linear Medical’s privacy policy complies with the Australian Privacy Principles as set out in the Privacy Amendment (Enhancing Privacy Protection) Act 2012 as amended from time to time and details how the Customer’s personal information will be managed when dealing with Linear Medical.

17.5 The Customer consents to and authorises Linear Medical to use, manage and disclose the Customer’s personal information in accordance with this clause 16 and Linear Medical’s privacy policy.

18 General

18.1 (Independent contractors) Linear Medical is an independent contractor with the Customer.  This agreement does not constitute in any form a partnership, joint venture or employment relationship between Linear Medical and the Customer.

18.2 (Assignment) The Customer must not assign or sub-contract its rights or obligations under this agreement without Linear Medical’s prior written consent.

18.3 (Waiver) The rights and remedies of each of Linear Medical and the Customer are, except where expressly stated to the contrary, without prejudice to any other rights and remedies available to it.  No neglect, delay or omission in enforcing any provision of this agreement shall be construed as a waiver and no single or partial exercise of any rights or remedies of any party under this agreement will affect or restrict the further exercise or enforcement of any such rights or remedies. A waiver of any breach of this agreement or of any right arising out of this agreement must be in writing and signed by the party granting the waiver.

18.4 (Approvals) Linear Medical or the Customer may give conditionally or unconditionally or withhold its approval or consent in its absolute discretion unless this agreement expressly provides otherwise.  By giving its approval or consent Linear Medical or the Customer (as the case may be) does not make or give any warranty or representation as to any circumstance relating to the subject matter of the consent or approval.

18.5 (Remedies cumulative) The powers, rights and remedies provided in this agreement are in addition to, and not exclusive of, any powers, rights and remedies given by law or otherwise available.

18.6 (No merger) Any warranties, undertakings and indemnities in this agreement do not merge on completion.

18.7 (Construction) No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this agreement or any part of it.

18.8 (Severance) If any provision of this agreement is to any extent unenforceable, illegal or void, then that provision shall be severed and the rest of the agreement shall remain in force. f any provision of this agreement is unenforceable, illegal or void in one jurisdiction but not in another jurisdiction, then that provision is severed only in respect of the operation of this agreement in the jurisdiction where it is unenforceable, illegal or void.

19 Governing Law

19.1 These terms and conditions and any non-contractual obligations connected with it shall be governed by and construed in accordance with the laws of New South Wales, Australia.

19.2 All disputes arising under or in connection with this agreement, or in connection with the negotiation, existence, legal validity, enforceability or termination of this agreement, regardless of whether the same shall be regarded as contractual claims or not, shall be exclusively governed by and determined only in accordance with the laws of New South Wales, Australia.