TERMS & CONDITIONS
Acceptance of Terms
Welcome to TEAMANTRA AUSTRALIA Pty Ltd. By accessing and using our Website, you agree to be bound by these Terms of Use, which may be updated periodically without prior notice. Additionally, your use of the Website is subject to any other rules or guidelines set by TEAMANTRA, which may be posted or emailed periodically (including, without limitation, the TEAMANTRA Terms and Conditions of Sale). All such rules or guidelines are incorporated into these Terms of Use by reference.
By continuing to use the Website, you confirm that you accept and agree to adhere to these Terms of Use and any amendments made. These Terms of Use are governed by and construed in accordance with the laws of New South Wales, Australia. You irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia. If any part of these Terms of Use is found to be invalid or unenforceable by a court, that part will be severed, and the remaining provisions will continue in full force.
Accuracy of Information
All content on the Website is provided in good faith and sourced from materials believed to be accurate as of the publication date. However, your use of the Website is at your own risk. The Website is provided on an "as available" basis. TEAMANTRA AUSTRALIA Pty Ltd, its related entities, and their respective directors or employees do not guarantee that (i) any material on the Website is reliable, accurate, or complete, and are not responsible for any errors or omissions; or (ii) your access to the Website will be uninterrupted, timely, or secure. To the fullest extent permitted by law, TEAMANTRA AUSTRALIA Pty Ltd is not liable for any loss resulting from your reliance on information provided on the Website, nor for any interruptions, delays, viruses, communication failures, internet access issues, or equipment malfunctions.
The Website content is intended for general information purposes only. TEAMANTRA does not guarantee that the information on this Website is suitable for your specific needs or requirements. The information provided does not constitute advice, and you should independently evaluate its accuracy, completeness, relevance, and appropriateness for your situation.
**Limitation of Liability**
The Competition and Consumer Act 2010 (Cth) and similar legislation in Australia or other jurisdictions may provide you with rights and remedies regarding the information on the Website that cannot be excluded, restricted, or modified ("Non-excludable Rights"). TEAMANTRA AUSTRALIA Pty Ltd does not exclude any Non-excludable Rights but does exclude all other conditions and warranties implied by custom, law, or statute.
Except as provided by the Non-excludable Rights: (a) all content is provided "as is" and "as available" without warranties or guarantees of any kind, either express or implied; (b) TEAMANTRA AUSTRALIA Pty Ltd and its suppliers expressly disclaim all warranties of any kind; (c) TEAMANTRA AUSTRALIA Pty Ltd does not guarantee that any content or communication facility will be uninterrupted or error-free, or that defects will be corrected, or that the Website or the server hosting it are free of viruses or harmful components; (d) TEAMANTRA AUSTRALIA Pty Ltd does not guarantee the correctness, accuracy, timeliness, completeness, or reliability of your access to the Website or its content, and (e) you assume the entire cost of any necessary verification, maintenance, repair, or correction of any relevant content.
To the fullest extent permitted by law, TEAMANTRA AUSTRALIA Pty Ltd and its related bodies corporate are not liable for any indirect, incidental, special, or consequential damages, or loss of profits, revenue, or goodwill resulting from your use or inability to use the Website or any content. TEAMANTRA AUSTRALIA Pty Ltd does not control the opinions or behavior of Website users, including guests and experts, and is not responsible for their statements or conduct. Subject to consumer guarantees that cannot be excluded by law, TEAMANTRA AUSTRALIA Pty Ltd disclaims all liability for any loss, damage, claim, cost, or expense arising from goods and services advertised, accessible, or sold on the Website.
**Indemnity**
You agree to indemnify and hold harmless TEAMANTRA AUSTRALIA Pty Ltd and its related entities, including their officers, agents, partners, and employees, from any and all losses, liabilities, claims, or demands arising from your use of the Website.
**Copyright**
The material on the Website is protected by copyright. You may only use this material for your private, non-commercial purposes. Apart from temporary copies stored in your computer's cache and a single permanent copy for personal reference, the material may not be otherwise used, copied, reproduced, published, stored in a retrieval system, altered, or transmitted in any form or by any means, in whole or in part, without prior written approval from TEAMANTRA AUSTRALIA Pty Ltd or the appropriate supplier or licensor.
You are not permitted to use any part of the Website's content to create, maintain, or provide, or assist in creating, maintaining, or providing your publications, Internet site, or other means of distribution.
All software used on this website is the property of TEAMANTRA AUSTRALIA Pty Ltd or its software suppliers and is protected by Australian and international copyright laws.
**Trademarks**
The TEAMANTRA logo and the logos of TEAMANTRA AUSTRALIA Pty Ltd products are pending trademarks of TEAMANTRA AUSTRALIA Pty Ltd or its related entities. Other trademarks may be displayed on the Website from time to time, and these may belong to third parties. Nothing on the Website should be interpreted as granting any license or right to use any logo or trademark displayed on the Website without the express written permission of the relevant owner.
**Privacy Policy**
Our privacy policy, which explains how we use your information, can be found here. By using the Website, you consent to the processing described in the privacy policy and confirm that all data you provide is accurate.
**Electronic Communications and Your Conduct**
When you visit the Website or send us an email, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.
The Website may include electronic bulletin boards, chat rooms, and other communication facilities that allow users to interact with TEAMANTRA AUSTRALIA Pty Ltd and other users in real-time, as well as other electronic messaging and notice services ("Communication Facilities").
As a condition of your use of any Communication Facility and access to the Website, you agree not to:
- Restrict or inhibit other users from using or enjoying any Communication Facility;
- Post or transmit unlawful, threatening, abusive, defamatory, obscene, vulgar, pornographic, profane, or indecent information or material of any kind, including transmissions encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate the law;
- Post or transmit material that violates or infringes upon the rights of any other person, including material that invades privacy or publicity rights or is protected by copyright, trademark, or other proprietary rights without first obtaining permission from the owner or relevant right holder;
- Post or transmit material containing a virus or other harmful component;
- Post, transmit, or exploit any material for commercial purposes or that contains promotional material or advertising;
- Delete any author attributions, legal notices, or proprietary designations in any uploaded file; or
- Download any file posted by another user if you know or reasonably should know that the file cannot legally be distributed in such manner.
TEAMANTRA AUSTRALIA Pty Ltd may, from time to time, monitor or review the contents of its Communication Facilities. While TEAMANTRA AUSTRALIA Pty Ltd reserves the right to edit, refuse to post, or remove any information and materials that it deems objectionable or in violation of applicable law or these Terms of Use, TEAMANTRA AUSTRALIA Pty Ltd has no obligation to monitor Communication Facilities, and is not responsible for the content of any Communication Facilities (including any information, comments, or advice from individuals referred to as guests or experts, whose statements are solely their own). You acknowledge that Communication Facilities provide public, not private, communications.
TEAMANTRA AUSTRALIA Pty Ltd reserves the right to cooperate fully with law enforcement authorities in any jurisdiction in response to lawful requests to disclose the identity or other information about anyone posting materials that violate applicable law.
**Contributions**
TEAMANTRA AUSTRALIA Pty Ltd may allow you to make, share, publish, post, store, or upload information, including data, text, video, still images, audio, or other material on the Website ("Contributions"). You retain sole responsibility for, and accept all liability for, all Contributions you make to the Website. TEAMANTRA AUSTRALIA Pty Ltd disclaims all liability in connection with Contributions and assumes no responsibility for monitoring them. TEAMANTRA AUSTRALIA Pty Ltd does not endorse the information contained in any Contributions and is under no obligation to treat your Contribution as confidential.
TEAMANTRA AUSTRALIA Pty Ltd may, without liability, remove, alter, or disable access to any or all of your Contributions at its discretion without prior notice to you.
TEAMANTRA AUSTRALIA Pty Ltd may repost or share any information or content you upload to public networks in relation to TEAMANTRA and/or its products.
**User License to TEAMANTRA AUSTRALIA Pty Ltd**
By posting any Contributions, information, or other material on the Website (including messages, file uploads, data inputs, or any other form of communication), you grant TEAMANTRA AUSTRALIA Pty Ltd and its related entities a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to do the following in relation to the Contributions, information, or material:
- Use, copy, sublicense, redistribute, adapt, transmit, publish, broadcast
, publicly perform, or display; and
- Sublicense to any third parties the unrestricted right to exercise any of the foregoing rights granted.
This license includes the right to exploit all proprietary rights in any such information or material, including but not limited to rights under copyright, trademark, service mark, or patent laws under any jurisdiction worldwide. You expressly waive, in favor of TEAMANTRA AUSTRALIA Pty Ltd and any other authorized party, all moral rights and any similar rights in any jurisdiction that you may have or acquire in respect of any relevant communication or material. At the request and expense of TEAMANTRA AUSTRALIA Pty Ltd, you will execute and deliver any necessary instruments and take any other actions required to effectuate this grant of license and waiver.
**Online Security**
TEAMANTRA AUSTRALIA Pty Ltd takes your online security very seriously. We have prepared the following guidelines and information to help you browse safely when visiting our website or interacting with us.
When making an online purchase from TEAMANTRA AUSTRALIA Pty Ltd, and providing your bank or credit card details, this will be carried out within a secure browser window. Ensure that a locked padlock symbol appears at the top or bottom of the browser when entering your details.
Please report any suspicious activity to us immediately.
**Third-Party Links and Advertising**
Hyperlinks and pointers to websites operated by third parties may appear on TEAMANTRA AUSTRALIA Pty Ltd from time to time. These websites are not part of the Website and are not under the control of TEAMANTRA AUSTRALIA Pty Ltd or its related bodies corporate. TEAMANTRA AUSTRALIA Pty Ltd and its related companies have no responsibility for the contents of any such hyperlink or linked website. If you link to any such websites, you do so at your own risk.
The Website may display third-party advertisements, which may or may not contain hyperlinks or referral buttons to websites operated by third parties. The display of such advertising does not imply a recommendation or endorsement by TEAMANTRA AUSTRALIA Pty Ltd or its related bodies corporate of the relevant advertiser, its products or services, or any such linked website.
If you contact a third party using functionality provided on the Website, including via email, TEAMANTRA AUSTRALIA Pty Ltd accepts no responsibility for any actions taken by that third party in response to your communication or for any transactions entered into between you and the relevant third party.
**Disclaimer**
Statements made on this Website have not been evaluated by the US Food and Drug Administration or the Therapeutic Goods Administration of Australia.
Products advertised or sold through the Website are not intended to diagnose, treat, cure, or prevent disease.
**TEAMANTRA’s Terms and Conditions of Sale**
**Definitions**
In these terms and conditions:
- “Buyer” means the person to whom any quotation is made by TEAMANTRA, any person offering to contract with TEAMANTRA on these terms and conditions, and/or any person who purchases Products from TEAMANTRA;
- “Consequential Loss” means any indirect or consequential loss or damage suffered by a party or any other person, including but not limited to loss of revenue, income, business, profits, goodwill, credit, business reputation, future reputation, publicity, use, interest, damage to credit rating, or denial of opportunity;
- “Defect” means a defect, flaw, or imperfection in the Products that prevents the Products from being used for their intended purpose or makes their use dangerous. This does not include anything disclosed as a feature or limitation of the Products by TEAMANTRA before purchase or any defect, flaw, or imperfection that is trivial or insubstantial;
- “TEAMANTRA” means TEAMANTRA AUSTRALIA Pty Ltd ACN 168 960 316 and its agents, servants, employees, and any related bodies corporate as defined in the Corporations Act 2001 (Cth), if such related body corporate is named as the party making or accepting the Buyer’s order of Products;
- “Products” means all goods and services agreed to be supplied by TEAMANTRA to the Buyer under any contract, arrangement, or understanding between TEAMANTRA and the Buyer;
- “GST” means any goods and services tax or any replacement or similar tax on goods or services;
- “GST Law” means A New Tax System (Goods and Services Tax) Act 1999 (Cth);
- “Invoice” means the invoice issued by TEAMANTRA to the Buyer setting out the amount to be paid by the Buyer; and
- “Order” means any order for Products placed by the Buyer with TEAMANTRA, in any form.
**General**
Unless otherwise agreed in writing by TEAMANTRA, these are the only terms and conditions that apply to the sale of Products by TEAMANTRA. The Buyer agrees that these terms and conditions will prevail over any other document, Order, or terms, including the Buyer’s terms and conditions of purchase (if any).
These terms and conditions supersede and exclude all prior discussions, dealings, representations (contractual or otherwise), and arrangements relating to the supply of the Products, including those relating to the performance of the Products or the results expected from using them.
If there is any inconsistency between these terms and any other terms agreed by the Buyer and TEAMANTRA in writing, the terms agreed in writing will prevail to the extent of the inconsistency.
**Orders**
TEAMANTRA has the sole discretion to accept or reject any Order or any variation or modification of an Order requested by the Buyer (including, without limitation, where TEAMANTRA suspects a transaction may be fraudulent or where a Buyer is purchasing Products for resale purposes).
TEAMANTRA has the sole discretion to accept or reject any Order cancellation request by the Buyer. If TEAMANTRA accepts a cancellation request, the Buyer will be liable for any direct loss or expense incurred by TEAMANTRA concerning that Order (including, without limitation, payment for any Products or components of the Products ordered by TEAMANTRA from its suppliers relating to that Order).
If some Products ordered are not in stock, TEAMANTRA may, at its discretion, supply part of the Order and invoice the Buyer for that part of the Order supplied.
**Exclusion of Liability**
Except as provided or implied by law, TEAMANTRA provides no warranty, guarantee, or similar right concerning the Products. To the fullest extent permitted by law, TEAMANTRA excludes any warranty, guarantee, or similar right provided or implied by law.
If any warranty, guarantee, or similar right provided or implied by law applies to TEAMANTRA's provision of Products and cannot be excluded, TEAMANTRA limits its liability to: (i) a refund of the price paid; (ii) supplying the Products again; or (iii) payment of the cost of having the Products supplied again, at TEAMANTRA’s discretion.
Nothing in these terms and conditions excludes, restricts, or modifies any warranty, guarantee, or similar right provided or implied by law that cannot be excluded, restricted, or modified.
To the extent permitted by law and notwithstanding any other clause of these terms and conditions, TEAMANTRA excludes all liability whatsoever to the Buyer for any Consequential Loss.
**Advices**
The Buyer acknowledges that they have not relied on any service involving skill or judgment, or on any advice, recommendation, information, or assistance provided by TEAMANTRA concerning the Products or their use or application.
**Delivery**
TEAMANTRA will make reasonable efforts to deliver the Products to the Buyer on the agreed delivery date. However, time is not of the essence under this clause, and TEAMANTRA will not be liable for any failure to deliver or delay in delivery for any reason.
The Buyer is responsible for checking the delivery of Products upon receipt and must report any discrepancy in the quantity of Products ordered to TEAMANTRA at the time of delivery. Failure to report any discrepancy constitutes acceptance by the Buyer that the quantity of Products delivered matches the quantity ordered.
Unless otherwise agreed in writing by TEAMANTRA, the Buyer will be liable for all costs associated with the delivery of Products, including (without limitation) any import customs, duties, or taxes applicable to the delivery of the Products.
**Defects**
The Buyer must examine the Products for Defects or mis-shipment upon delivery and notify TEAMANTRA of any Defects in writing within 7 business days of delivery. If the Buyer does not notify TEAMANTRA within 7 business days, the Buyer will be deemed to have accepted the Products.
The Buyer must preserve any Products found to have a Defect in the state in which they were delivered and allow TEAMANTRA (or its nominated agent) access to the Buyer’s premises to inspect the Products. If TEAMANTRA agrees with the Buyer that the Products have a Defect, the remedies set out in clause 4)b) will apply.
**Returns for Change of Mind**
TEAMANTRA will not accept returns or refunds for 'change of mind.' However, if a Product is found to have a Defect, the remedies set out in clause 4)b) will apply.
**Wholesale**
The Buyer must not resell any Products without TEAMANTRA's prior written consent.
**Risk and Title**
All risk in the Products purchased by the Buyer passes to the Buyer upon delivery to the Buyer or any agent or carrier commissioned by the Buyer to take possession of the Products. Legal and equitable title to the Products does not pass to the Buyer until payment in full for all Products is made by the Buyer to TEAMANTRA.
The Buyer acknowledges that until title to the Products passes to the Buyer, the Buyer holds the Products as bailee of TEAMANTRA and that a fiduciary relationship exists between the Buyer and TEAMANTRA.
Until title to the Products passes to the Buyer, the Buyer must store the Products separately, clearly identifying them as the property of TEAMANTRA, and ensure they are properly stored, protected, readily identifiable, and insured. TEAMANTRA may, at any time until title passes to the Buyer, demand the return of the Products and may, without notice or liability, enter any premises occupied by the Buyer
(or any other premises where the Buyer is holding the Products) to search for and remove the Products.
The Buyer acknowledges that if they sell the Products before title passes to them, they sell the Products as a fiduciary agent of TEAMANTRA. Such sales do not create any obligations on the part of TEAMANTRA. The Buyer must hold the proceeds of the sale on trust for TEAMANTRA in a separate account and pay TEAMANTRA any amount requested.
**Personal Property Security Act 2009 (Cth) (“PPSA”)**
The Buyer acknowledges that these terms and conditions constitute a security agreement for the purposes of the PPSA and create a security interest in all present and after-acquired Products supplied by TEAMANTRA.
TEAMANTRA and the Buyer agree that nothing in sections 130(1)(a) and 143 of the PPSA will apply to these terms and conditions.
The Buyer waives its rights as a debtor under sections 92, 93, 94, 95, 97, 118, 121, 132, 135, 137, 140, and 142 of the PPSA.
The Buyer further agrees that where TEAMANTRA has rights in addition to those under Chapter 4 of the PPSA, those rights will continue to apply.
In this clause:
- “Security agreement” means the security agreement under the PPSA created between the Buyer and TEAMANTRA; and
- “Security interest” has the meaning given to it by the PPSA.
**Price**
Unless otherwise agreed in writing or for Orders accepted by TEAMANTRA in writing, the price charged for the Products will be the price determined by TEAMANTRA at the date of delivery of these terms and conditions (plus any GST payable in accordance with clause 21).
Any price indications or price lists provided by TEAMANTRA to the Buyer are subject to change with reasonable notice.
**Force Majeure**
TEAMANTRA is not liable for any failure to perform its obligations under these terms and conditions due to any event beyond its reasonable control, including, without limitation, strikes, lockouts, labor difficulties, inability to obtain necessary materials, products, equipment, facilities, or services from usual suppliers on usual terms, epidemics, pandemics, quarantines, power or water shortages, accidents, or breakdowns of plant, machinery, software, hardware, or communication networks. In such cases, TEAMANTRA may suspend performance of any obligations under these terms and conditions while the event continues. TEAMANTRA will not be liable to the Buyer for such suspension.
If any of these events continue for more than 30 days, TEAMANTRA may, without liability, terminate any affected Order and/or these terms and conditions immediately by written notice to the Buyer.
**Payment and Default**
All Invoices must be paid in full by the Buyer at the time of placing the Order or, where accepted by TEAMANTRA in writing, at the time of delivery.
TEAMANTRA may, at its discretion, require payment before providing Products.
TEAMANTRA reserves the right to charge interest on any overdue amount at a rate of 10% per annum from the due date for payment until the full payment is received by TEAMANTRA.
The Buyer agrees to bear all costs incurred by TEAMANTRA in collecting any overdue amounts, including but not limited to collection agency fees, legal fees (on a full indemnity basis), debt collection costs, charges, and court costs.
If: (i) the Buyer defaults on any payments or is unable or states that they are unable to pay their debts as they fall due; (ii) the Buyer, being an individual, commits an act of bankruptcy or has a controller or trustee appointed over their estate or any part of their property or assets; (iii) the Buyer, being a company, passes a resolution for its winding up, enters liquidation, or has an application for winding up filed against it; (iv) a receiver, receiver and manager, controller, or voluntary administrator is appointed over any part of the Buyer’s property or assets; or (v) the Buyer experiences any analogous event with substantially similar effect to any of the events specified above, then TEAMANTRA may, at its discretion, withhold further deliveries or cancel any Order without notice to the Buyer and without prejudice to any other action or remedy TEAMANTRA may have under these terms and conditions. In such cases, all outstanding amounts owed to TEAMANTRA on any Invoice, regardless of whether the due date has passed, will become immediately due and payable.
Incorrect purchase order numbers are not grounds for the Buyer to withhold payment of any amounts owed under these terms and conditions or any Invoice. If TEAMANTRA issues an invoice with an incorrect purchase order number, the Buyer must notify TEAMANTRA, and TEAMANTRA will make reasonable efforts to rectify the mistake.
**Termination**
TEAMANTRA may terminate its agreement under these terms and conditions by written notice to the Buyer, without prejudice to any accrued rights, if:
- The Buyer breaches these terms and conditions, and the breach cannot be remedied, or the Buyer does not remedy the breach within 7 days of written notice by TEAMANTRA;
- Any of the events set out in clause 15)e) occur; or
- TEAMANTRA, at its discretion, wishes to terminate for convenience.
**General Lien**
In addition to any lien rights TEAMANTRA may have under common law, TEAMANTRA shall be entitled to exercise a general lien over all items in its possession belonging to the Buyer until the Buyer has paid in full for all Products supplied by TEAMANTRA. TEAMANTRA may, at its discretion, sell any item subject to a lien, provided that TEAMANTRA will pay the Buyer any surplus proceeds from the sale after discharging all outstanding amounts owed to TEAMANTRA for unpaid Products and all reasonable costs of sale incurred by TEAMANTRA.
**Severance**
If any provision of these terms and conditions, or its application to any person or circumstance, is or becomes invalid, illegal, or unenforceable, the provision will be read down to the extent necessary to ensure it is not invalid, illegal, or unenforceable. If the provision cannot be read down, it will be deemed void and severable, and the remaining provisions of these terms and conditions will not be affected.
**Variation and Assignment**
TEAMANTRA may vary these terms and conditions by giving the Buyer 14 days' prior written notice.
The Buyer may not assign its rights under these terms and conditions without TEAMANTRA's prior written consent.
**Governing Law**
These terms and conditions are governed by and construed under the laws of the State of New South Wales, Australia. Any legal action related to these terms and conditions against any party or its property may be brought in any court of competent jurisdiction in the State of New South Wales. Each party irrevocably submits to the non-exclusive jurisdiction of any court specified in this provision concerning both itself and its property.
**GST and Other Taxes and Duties**
Notwithstanding any other clause in these terms and conditions, to the extent that any supply made under or in connection with these terms and conditions is a taxable supply (as defined by the GST Law), the Buyer must pay TEAMANTRA, in addition to the consideration provided for under these terms and conditions, an amount (additional amount) equal to the consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed concerning the supply. The Buyer must pay TEAMANTRA the additional amount at the same time as the consideration to which it is referable. The Buyer is responsible for paying any other duties, taxes, or charges, including stamp duty (if applicable), related to the Products.
**Waiver**
A waiver by TEAMANTRA of a breach of these terms and conditions or any right or power arising on a breach must be in writing and signed by TEAMANTRA. A right or power created or arising on a breach is not waived by any failure to exercise, delay in exercising, or partial exercise of that or any other right or power.
**Intellectual Property**
The purchase of Products under these terms and conditions does not confer on the Buyer any license or assignment of any copyright, patent, design, trademark, or other intellectual property right (whether registered, registrable, or not) that subsists in the Products.