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Terms & Conditions

1. Definitions

In these Terms: 

“Australian Consumer Law” means the Australian Consumer Law as contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth); 

“Business Day” means days on which banks are open for business in Brisbane, Queensland excluding additional mandatory closure during Christmas period as announced on Our Site; 

“Claim” means any claim, demand, action or proceeding; 

“CMHP” means a complementary medicine health professional of an Approved Modality who meets the requirements and qualifications of s42AA of Therapeutic Goods Act 1989 and/or Schedule 1 of Therapeutic Goods Regulations 1990 (as the case may be); 

“Contract” means a contract between Us and You for the supply of the Products that comes into existence in accordance with these Terms; 

“Delivery Policy” means the policy governing Our delivery processes and timeframes, as published on Our website at www.bioconcepts.com.au/delivery; 

“GST” has the meaning given by the GST Law; 

“GST Law” has the meaning given to “GST law” in the A New Tax System (Goods and Services Tax) Act 1999 (Cth); 

“Insolvency Event” means: 

a. where a party is a company: i. they are insolvent within the meaning of section 95A of the Corporations Act; 
ii. a court is required by reason of section 459C(2) of the Corporations Act to presume that they are insolvent; 
iii. they fail to comply with a statutory demand (within the meaning of section 459F(1) of the Corporations Act); 
iv. an administrator is appointed over all or any of their assets or undertaking or any step preliminary to the appointment of an administrator is taken; 
v. a controller within the meaning of section 9 of the Corporations Act or similar officer is appointed to all or any of their assets or undertaking; 
vi. an application or order is made, proceedings are commenced, a resolution is passed or proposed in a notice of meeting or an application to a court or other steps are taken (other than frivolous or vexatious applications, proceedings, notices or steps) for their winding up or dissolution or for them to enter an arrangement, compromise or composition with or assignment for the benefit of its creditors, a class of them or any of them; or  
vii. the closest equivalent to subparagraphs (i) to (vi) occurs in the jurisdiction of incorporation of the company. 
b. where a party is a natural person:
i. an application has been made for his or her bankruptcy or he or she has filed for bankruptcy; 
ii. a receiver, receiver and manager, trustee for creditors or trustee in bankruptcy or analogous person has been appointed to any of his or her property or assets or a creditor has taken possession of any of his or her property or assets; or 
iii. he or she has proposed or reached any voluntary arrangement with a creditor. 

“Policies” means the Delivery Policy and Returns and Complaints Policy, and any other applicable policy posted on our Site from time to time; 

“Products” means the products that We supply to You as a result of an order being placed with Us in accordance with these Terms; 

“Product Range” means the product ranges within which each Product falls, and which attract specific Selling Standards; 

“Returns & Complaints Policy” means the policy governing Our returns and complaints processes, as published on Our website at www.bioconcepts.com.au/returns; 

“Selling Standards” means the selling standards with which Account Holders must comply in addition to these Terms, specific to each Product Range, as set out in Annexure A; 

“Site” means the Bio Concepts website www.bioconcepts.com.au; 

“Terms” means the terms of trade on which We agree to supply Products to You, being these Terms (which include any policies referred to in these Terms) as amended by Us from time to time in Our sole and absolute discretion; 

“We”, “Our” or “Us” means Bio Concepts Pty Ltd; and 

“You” means the account holder or party who orders the Products and “Your” has a corresponding meaning. 

2. Practitioner only range

The Products may only be purchased by CMHP for supply to patients in a consultation or through patient ordering systems and always in accordance with Our Selling Standards. 

3. Distributor Purchases

Where Products are purchased through authorised distributors, the distributor’s ordering, delivery and refund terms may apply and not these Terms in relation to those matters. 

4. Payment and purchase price

a. All prices listed on the Site are in Australian Dollars (AUD) and include GST imposed by the GST Law. 

b. We may vary the purchase prices listed on the Site from time to time without notice to You. 

c. When making a payment, You will receive a transaction confirmation email, confirming receipt of Your order. Once we have received Your payment in cleared funds, You will receive a tax invoice relating to Your order. 

d. For online orders via Our Site, payment is processed via our nominated payment gateway. By submitting payment details, You consent to the processing of payments by such providers on Our behalf.

5. Orders

You acknowledge that confirmation of receipt of an order does not constitute acceptance by Us. We reserve the right to accept or decline an order for any reason. 

6. Contract

a. If You place an order, You will be deemed to have accepted these Terms, as amended by Us from time to time, on behalf of the person or business entity named in the order. By submitting an order, You warrant that You have authority to bind that person or entity. 

b. A Contract is formed only upon Our acceptance of Your order. 

c. This document together with the relevant order embodies the sole terms and conditions of the Contract between Us and You and supersedes all other conditions and agreements between the parties, unless expressly amended in writing by Us, except to the extent that the parties have entered into a separate written agreement governing distribution, supply, credit or other commercial arrangements, in which case that agreement will prevail to the extent of any inconsistency.

7. Delivery Policy

You acknowledge that You have read and understood Our Delivery Policy. By agreeing to these Terms, You agree to be bound by the Delivery Policy as updated from time to time. We reserve the right to amend the Delivery Policy at Our discretion, with the amended version taking effect upon publication.

Delivery Policy

8. Returns & Complaints Policy

You acknowledge that You have read and understood Our Returns & Complaints Policy. By agreeing to these Terms, You agree to be bound by the Returns & Complaints Policy as updated from time to time. We reserve the right to amend the Returns & Complaints Policy at Our discretion, with the amended version taking effect upon publication. 

Returns & Complaints Policy

9. Not to tamper with Product

a. CMHP shall sell the Product Range in the same condition as they are received. CMHP must strictly comply with all lawful directions given by Us in relation to storage and transport of the Products and must ensure that it complies with generally accepted industry standards regarding storage and transport of the Products. 

b. You must not sell the Products other than by way of bona fide sale at full market value and in the ordinary course of business and always in accordance with Our Selling Standards.

10. Termination of Account or any Contract

We may terminate any Contract or cancel Your account immediately should any of the following occur: 

a. You engage in activity that We consider may have a detrimental impact upon Our business including (but not limited to) inappropriate sales techniques; inappropriate or harmful public relations activities; inappropriate or detrimental brand association; or gross client mismanagement or behaviour; 

b. criminal charges are made against You or Your proprietors, directors or partners (as the case may be); 

c. You suffer an Insolvency Event; 

d. You incorrectly prescribe the Products to Your patients; or 

e. You or Your proprietors, directors or partners breach Our Selling Standards or Policies. 

11. Intellectual property

a. We grant You a non-exclusive licence to use Our registered trademarks for the period of Your account or any Contract for the sole purpose of promoting Our brand and the Products. You must follow any direction that We give with respect to the use of Our trademarks. 

b. You acknowledge and agree that all of Our intellectual property (including any developments made to such intellectual property during the term of any Contract) is at all times Our exclusive property.

12. Limit on liability

a. To the maximum extent permitted by law, You acknowledge and agree that:

i. no warranties, guarantees, advice or representations (other than those given or implied by law which cannot be lawfully excluded) are or have been given (or shall be implied) and You have not relied on any warranty, guarantee, advice or representation made or given by Us or on Our behalf with respect to:

A. the acceptable quality, the condition, state of repair, suitability or sufficiency or fitness for purpose of the Products; 

B. the nature or condition of the Products; or 

C. compliance by the Products with any laws or any requirements of any government authorities. 

ii. We do not make any guarantees or warranties (whether statutory, express or implied) other than those which are deemed to be given by Us by virtue of the Australian Consumer Law in respect of the supply of Products to You under these Terms;

iii. certain statutory guarantees are (or may be) deemed to be given by Us under the Australian Consumer Law (which cannot be lawfully excluded) in relation to the Products; and 

iv. You have (or may have) certain rights under the Australian Consumer Law in respect of any guarantee that is deemed to be given by Us by virtue of the Australian Consumer Law in relation to the Products. 

b. Any exclusions of warranties, guarantees, representations or liability by Us under these Terms do not (and do not purport to) exclude any of Your statutory rights which cannot lawfully be excluded. 

c. To the maximum extent permitted by law, Our liability (under or in connection with any representations, conditions, guarantee or warranty which cannot legally be excluded) in respect of Products supplied to You is limited to one of the following (at Our option): i. the replacement of the Products or the supply of equivalent goods; or 

ii. the payment of the cost of replacing the Products or of acquiring equivalent goods. 

d. We will not be responsible for any loss of profits, loss of goodwill, loss of opportunity or any indirect, exemplary, special, incidental or consequential loss or damage of any kind whatsoever, arising in connection with Your dealing with the Products.

13. Indemnity

You indemnify Us against any loss or Claim suffered by Us and Our agents and employees due to or arising out of or in connection with: 

a. Your use of the Site; 

b. the handling, transport, storage or use of the Products from that time that the products are at Your risk; 

c. any breach by You of the Terms, applicable policies or Our Selling Standards; 

d. any negligence, wrongful act or omission, or breach of statutory duty by You or by Your employees, contractors, officers, or agents with respect to the Products; and 

e. the violation by You of the rights of any third party in connection with Your use of the Site. 

14. Customer acknowledgement

You acknowledge and agree that: 

a. the sale of any Products to You is non-exclusive; 

b. You are responsible for ensuring that Your purchase, promotion, use or resale of the Products complies with all applicable laws, regulations and professional standards in the jurisdiction in which You operate or supply the Products. 

c. We make no representation that the Products comply with regulatory requirements outside Australia, and any supply outside Australia is at Your own risk unless expressly authorised by Us in writing. 

d. persons located outside Australia may be permitted access to Our website, information, educational materials or account registration; however, such persons are not permitted to purchase Products unless they have obtained Our prior written consent. 

e. You must not assign any interest under any Contract without Our prior written consent; and 

f. We may at any time by written notice to You alter these Terms. 

15. Warranties

a. Each party warrants that:

i. it has free and unqualified capacity and power to enter into and perform its obligations under this document; and

ii. execution of and performance of its obligations under this document do not contravene: A. any law applying to the party; or 

B. any order of a Government Authority applying to the party; and 

C. it is not entering into this document as trustee of a trust. 

b. Each party that is a company warrants that: i. it is properly incorporated in accordance with the laws in its place of incorporation, and presently exists; 

ii. it is authorised to carry on business in the places contemplated by this document; 

iii. entry into and performance of its obligations under this document do not contravene the party’s constituent documents or governing rules; 

iv. it has taken all necessary steps to authorise the execution of this document; and 

v. an administrator, receiver, receiver and manager, liquidator or provisional liquidator has not been appointed in respect of the party or any of its assets. 

16. GST

a. All amounts payable under or in connection with this document are exclusive of GST. 

b. A recipient of a taxable supply under or in connection with this document must pay to Us, in addition to the GST exclusive consideration for the taxable supply, an amount equal to any GST paid or payable by Us in respect of the taxable supply (GST Amount). 

c. The recipient must pay the GST Amount to Us when the GST exclusive consideration or part of it is provided, except that the recipient need not pay the GST Amount unless the recipient has received a tax invoice (or an adjustment note) for that taxable supply. 

d. Where a supplier incurs a cost or expense for which it may claim payment, reimbursement or indemnity from another party under or in connection with this document, the amount to be paid or credited to Us is the cost or expense (reduced by the input tax credit that We are entitled to claim in respect of that cost or expense) plus the amount in respect of GST payable by the recipient as calculated under clause 14(b) and (c). 

e. Terms defined in the GST Law have the same meaning if used in clause unless the context makes it clear that a different meaning is intended.

17. General

a. A right of a party under these Terms may only be waived in writing, signed by the party giving the waiver and no other conduct of a party (including failure to exercise, or delay in exercising a right) will operate as a waiver of the right of otherwise prevent exercise of the right. The exercise of a right does not prevent any further exercise of that right or any other right. 

b. If any provision of these Terms is void or unenforceable, that provision is to be served to the extent necessary to ensure that these Terms and Conditions of Use are enforceable. The balance of the Terms and Conditions of Use will continue in force notwithstanding the severance of the unenforceable or void provisions of these Terms and Conditions of Use must be interpreted accordingly. 

c. These Terms are governed by the laws of the State of Queensland and the Commonwealth of Australia. You agree with us to submit to the non-exclusive jurisdiction of the courts of Queensland in respect of any proceedings in relation to this Contract. 

18. Selling Standards

You must: 

a. comply with and abide by the Selling Standards applicable to the relevant Product Range;

b. ensure that all Products are marketed, displayed, promoted and sold strictly in accordance with the Selling Standards; 

c. promptly comply with any updates or amendments to the Selling Standards notified by Us from time to time; and 

d. not engage in any conduct that is inconsistent with or may reasonably be expected to undermine the intent or purpose of the Selling Standards. 

19. Use of Site

a. The Site is intended for, and may only be used by, parties who can form binding legal contracts under any applicable law. Without limiting this clause, children under the age of 18 years are not permitted to use the Site to purchase products or services. 

b. We may suspend or terminate Your access to the Site or refuse to supply Products if You breach these Terms.

Orthoplex Selling Standards