Terms and Conditions of Sale

Terms and Conditions of Sale

The following terms (“Terms”) cover all product purchases by customers (each, a “Customer”) from Anteo Technologies Pty Ltd ACN 090 487 273 and any related body corporate of Anteo Technologies Pty Ltd ACN 090 487 273 including Anteo Diagnostics Limited ACN 070 028 625 (“Anteo”), and any services that Anteo may provide to the Customer from time to time:

  1. These Terms constitute the entire understanding between Anteo and Customer with respect to Customer’s purchase of products from Anteo (each, an “Anteo Product”), and any services that Anteo may provide to the Customer, as agreed between the parties, from time to time (“Services”), and cannot be modified without Anteo’s prior written consent.
  2. The Customer will give Anteo, its employees and contractors all assistance reasonably requested by Anteo to enable it to carry out the Services.
  3. Fees for the Anteo Products and the Services are specified in Anteo’s current price list or in a separate written agreement between Anteo and Customer. Anteo reserves the right to change its fees at any time and without prior notice. Further, Anteo reserves the right to discontinue the sale of any Anteo Product or to modify any Anteo Product or its specifications or formulations at any time without prior notice.
  4. Customer may order Anteo Products online at anteotech.com, by emailing sales@anteotech.com or via telephone or telefax. Orders will not be processed until payment is received from Customer.
  5. Shipping, taxes, levies, duties, fees and insurance charges will be payable by Customer in addition to the price of the Anteo Products. Customer will inspect all shipments promptly upon receipt thereof and all shipments will be deemed correct and complete unless Customer notifies Anteo within 5 business days after receipt of a given shipment (or, for non-deliveries, the scheduled delivery date) of the exact nature of any discrepancy, error or damage affecting a particular shipment.
  6. Property and Title in the Anteo Products does not pass until the Customer has paid all monies owing to Anteo in respect of the Anteo Products.
  7. Risk of loss for Anteo Products will pass to Customer after dispatch from Anteo’s premises and Anteo will have no responsibility for any damages or losses attributable to the carrier.
  8. Delivery dates are estimates only and Anteo is not liable for any loss or damage for failure to deliver by those dates. Anteo will notify Customer of the estimated shipment date for customized or bulk orders.
  9. Orders for Anteo Products cannot be cancelled except with Anteo’s consent. Customer shall pay all reasonable expenses incurred by Anteo due to cancellation.
  10. Customer may only return Anteo Products with Anteo’s prior written approval. Anteo reserves the right to assess a 20% restocking fee on returned Anteo Products. No returns or refunds will be processed more than 30 days after the original shipment date. No returns or refunds will be processed for any bulk orders of Anteo Products or customized Anteo Product orders.
  11. All Anteo Products are sold as general purpose reagents for general laboratory and research uses only, and Customer may not sell, rent, transfer or further distribute any Anteo Product to a third party without Anteo’s prior written consent. Anteo Products are not intended for diagnostic and/or therapeutic purposes and no Anteo Product may be administered to humans. Customer must comply with all applicable federal, state, provincial and local laws and regulations in its use of any Anteo Product.
  12. Anteo does not make any representation or warranty that Anteo Products comply with all laws and regulations that may be applicable to Customer’s use of any Anteo Product.
  13. Anteo provides Anteo Products to Customer on an “as is, where is” basis. Anteo will not be liable to Customer for any claims arising out of Customer’s use, handling or storage of the Anteo Products.
  14. Anteo warrants that Anteo Products will conform to the specifications set forth on the applicable Anteo Product Certificate of Analysis issued for a given Anteo Product lot issued (“Anteo’s Limited Warranty”).
  15. Anteo’s Limited Warranty is wholly conditioned on the proper use of Anteo Products in the applications for which they are intended, and Anteo makes no warranty (express, implied or statutory) for Anteo Products that are modified; subjected to accident, misuse, neglect, unauthorized repair or improper tampering, testing or storage; and/or used or handled contrary to Anteo’s instructions as set forth on the Anteo Product label and/or in any Anteo Product insert.
  16. Unless otherwise expressly provided in these Terms, Anteo disclaims all warranties, conditions and guarantees, whether written, express, implied, statutory or otherwise, including but not limited to, the implied warranties or guarantees of merchantability and fitness for particular purpose.
  17. To the extent permitted by law, all implied terms, conditions, warranties and guarantees (“Conditions”) which would otherwise be implied into these Terms are excluded. If any Condition is implied into these terms and conditions by legislation and cannot be excluded, and Anteo is able to limit the Customer’s remedy, Anteo’s liability is limited to one of the following:
    • the replacement of the relevant Anteo Products or the supply of equivalent goods;
    • the payment of the costs of replacing the relevant Anteo Products, or acquiring equivalent goods;
    • supplying the Services again; or
    • the payment of the cost of having the Services supplied again; and
    • Anteo may in its sole discretion determine which of the foregoing limits will apply in any case.
  18. TO THE EXTENT PERMITTED BY LAW, ANTEO WILL NOT BE LIABLE TO COMPENSATE OR INDEMNIFY CUSTOMER FOR ANY LOSS OR DAMAGE SUFFERED OR INCURRED BY CUSTOMER IN RELATION TO THESE TERMS, ANY ORDER, THE ANTEO PRODUCTS, THEIR DELIVERY, MISDELIVERY OR NON-DELIVERY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, STATUTORY, PUNITIVE OR SPECIAL DAMAGES, LOSS OF PROFITS, LOSS OF REVENUE, OR LOSS OF USE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
  19. TO THE EXTENT PERMITTED BY LAW, ANTEO’S LIABILITY TO CUSTOMER FOR DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS SHALL IN NO CASE EXCEED THE AMOUNT PAID TO ANTEO FOR THE ANTEO PRODUCTS OR SERVICES FROM WHICH THE CLAIM AROSE (AS THE CASE MAY BE). TO THE EXTENT PERMITTED BY LAW, THESE LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), BY OPERATION OF LAW, OR OTHERWISE.
  20. Anteo will have no liability for any claim of infringement arising as a result of Customer’s use of an Anteo Product in combination with any items not supplied by Anteo or any modification of an Anteo Product by Customer or any third party on Customer’s behalf.
  21. Anteo will not be liable for any failure to perform any of its obligations under these Terms to the extent such failure is due to an event that is not in Anteo’s control, including acts of terrorism, natural disasters, industrial action and any failure of a supplier, public utility or common carrier.
  22. As between Anteo and Customer, Anteo owns all right, title and interest in and to the intellectual property (including copyright, patents, trade marks, designs, trade secrets, know-how and confidential information) in each Anteo Product and that may be created during the course of providing the Services. These Terms do not confer any licence whatsoever of Anteo’s intellectual property rights in any Anteo Product or otherwise.
  23. Customer agrees not to remove or alter any indicia of manufacturing contained on any Anteo Product, including without limitation trade marks or instructions.
  24. Customer must promptly notify Anteo in writing of any claim that any Anteo Product infringes upon any third party intellectual property or proprietary right. If an Anteo Product is, or in Anteo’s opinion might be, held to infringe a third party right, Anteo, at its option, may replace or modify such Anteo Product so as to avoid infringement or procure Customer’s right to continue to use such Product. Alternatively, at Anteo’s option, the infringing Anteo Product will be returned to Anteo and Anteo’s sole liability will be to refund to Customer the amount paid for such affected Anteo Product.
  25. Customer must indemnify and keep Anteo indemnified against, and pay Anteo, all expenses, losses and damages incurred or sustained by Anteo as a result of, in relation, to:
    • breaching any term, express or implied, of these Terms; or
    • Customer’s use of Anteo Products including in respect of any claim by a third party that Customer’s use of Anteo Products infringes their intellectual property rights.
  26. Unless otherwise agreed, either party can terminate these Terms as they apply to the provision of Services, on 30 days notice in writing. If these Terms are terminated for any reason the Customer shall immediately pay to Anteo any part of the fees which have accrued prior to the termination but have not been paid, including Services performed but not yet invoiced (including but not limited to any expenses incurred on behalf of the Customer).
  27. Each party shall treat as confidential information which comes into its possession, pursuant to or as a result of or in the performance of these Terms, whether such information relates to the business, sales, marketing or technical operations of the other party or the customers of the other party or otherwise. Neither party shall, without the written permission of the other, disclose such confidential information to a third arty.
  28. In providing the Services, Anteo is an independent contractor and not an employee or agent of the Customer for any purpose. These Terms do not constitute any relationship of agency, partnership or employment.
  29. Any reference in this clause to a term defined or used in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (“Act”) is, unless the context indicates otherwise, a reference to that term as defined or used in that Act. Unless otherwise stated, all prices or other sums payable or consideration to be provided under these Terms are exclusive of GST. To the extent that any supply made under or in connection with these Terms is a taxable supply, the consideration to be provided under these Terms for that supply is increased by an amount equal to the amount of that consideration multiplied by the rate at which GST is imposed in respect of the supply. The supplier of a taxable supply will provide the other party with a tax invoice in applicable form. Costs or expenses to be reimbursed or indemnified under these Terms exclude any amount in respect of GST included in the costs or expenses for which an entitlement arises to claim an input tax credit.
  30. Subject to clause 29, all payments made to Anteo under these Terms must be made without set-off and free and clear of any present or future taxes, charges or withholdings unless Customer is required by law to withhold or deduct such amounts. Where any withholding or similar tax or duty applies, Customer must gross up the amount payable to Anteo so Anteo receives the amount it would have received in the absence of withholding tax.
  31. These Terms are governed by the laws of Queensland, Australia and the Commonwealth of Australia and Customer unconditionally submits to the jurisdiction of the courts of Queensland.
  32. Anteo’s failure to enforce any term herein will not be deemed a current or future waiver of such term.
  33. If any term or part therof is held unenforceable by a court of competent jurisdiction, it may be severed from these Terms the remaining parts of these Terms will remain in full force and effect.