- ACCEPTANCE: Customer acknowledges that AMO Australia Pty Limited (“JJV”) sells the goods and services referred to in the attached quotation or invoice solely pursuant to the terms and conditions herein, or, if a written sales agreement, lease agreement, service agreement, consignment or other agreement covering such provision of goods or services and duly executed by authorized representatives of JJV and Customer exists, also pursuant to such agreement. Subject to any duly executed written agreement between JJV and Customer regarding its subject matter, the terms and conditions shall be deemed a binding contract between Customer and JJV upon acceptance by JJV of an order from Customer with the prices quoted to Customer by JJV.
- FORCE MAJEURE: JJV shall not be liable for any delays in making delivery where occasioned by strikes or differences with workers or by any causes beyond the control of JJV, such as but not limited to, fires, floods, accidents, action of any governmental authority, war, insurrection or riots, shortages of labour, energy, raw materials, production facilities or transportation. Where delays or failures of delivery are caused by labour difficulties, JJV shall not be obligated to seek or obtain any settlement which, in JJV’s sole judgment, is not in JJV’s best interest.
- WARRANTY; LIMITATION OF LIABILITY: JJV warrants that the goods conform to their published specifications at the time of delivery. JJV MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY CONDITION, WARRANTY OR OTHER TERM WHICH MIGHT OTHERWISE BE IMPLIED OR INCORPORATED WITHIN THESE TERMS AND CONDITIONS IS HEREBY DISCLAIMED AND EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL JJV BE RESPONSIBLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, EVEN IF JJV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. JJV’S LIABILITY FOR ANY AND ALL CAUSES IN CONNECTION WITH THE GOODS SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL PURCHASE PRICE FOR THE GOODS OR SERVICES, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST JJV.
- RETURNED GOODS POLICY: Customer shall inspect the goods immediately upon delivery, and any claim by Customer based on breach of the foregoing warranty shall be notified to JJV in writing promptly after detection and in any event within 14 days of delivery. JJV shall be under no liability with regard to any defect in the goods if Customer has not complied with this provision. Save as set out in this clause 4, JJV shall not be liable to accept any returns from Customer.
- TITLE TO GOODS: Title to the goods ordered by Customer remains with JJV until the total price is paid in accordance with the terms and conditions of the agreement.
- INDEMNIFICATION: Customer shall at all times keep JJV indemnified against any claims for loss, damage, costs, expenses, injury or death to third parties arising directly or indirectly out of or concerned with the negligence, breach of duty of care or any other act or omission of Customer in relation to the goods or services provided hereunder.
- PAYMENT; TAXES; PRICE CHANGES: Unless otherwise agreed in writing, the payment terms shall be 30 days from end of the month in which an invoice is issued. If payment is not made by the date agreed, interest at the maximum rate then allowed by law may be added until payment in full is made. In addition, JJV reserves all other rights granted to a seller pursuant to applicable laws for Customer’s failure to pay for the goods or services or for other breach by Customer of these terms and conditions. Such rights include, but are not limited to, the right to suspend deliveries in whole or in part until such amount is paid. Customer agrees to reimburse JJV for any and all expenses JJV may incur, including reasonable attorneys’ fees, in taking any action to collect any amounts due JJV. There shall be added to the purchase price amounts equal to any applicable sales, use or equivalent taxes, unless Customer provides JJV with an appropriate exemption certificate. Unless otherwise agreed in writing, prices quoted are subject to change without notice. Goods are invoiced at prices prevailing on the date of shipment.
- ORDER; ACCEPTANCE; CANCELLATION; RISK OF LOSS: JJV reserves the right to accept or reject any order. Orders for non-stock goods, or special orders, or where manufacturing processes make it difficult to provide the exact quantity specified, JJV reserves the right to under ship or over ship and invoice Customer accordingly, provided that such under shipment or over shipment does not exceed 20% of the total quantity ordered by Customer. Cancellation or modification of orders is subject to JJV’s prior written consent by an authorized representative in each instance. JJV shall not be liable for any goods lost, damaged or destroyed in transit unless freight is paid by JJV. When Customer is to pay the freight, it is agreed that all risk of such loss, damage or destruction is assumed by Customer.
- MODE OF PACKAGING OR SHIPMENT/DESIGN CHANGES: JJV reserves the right to pack or ship orders in the most economical manner. However, where Customer requests special packaging or shipping, any additional cost will be billed to and be the responsibility of the Customer. JJV reserves the right to alter, modify or redesign its goods without any obligation to replace previous shipment(s) to Customer.
- DELIVERY: Customer is advised that quoted ship dates are approximate only, based on estimates at the time of quotation, and that JJV will devote commercially reasonable efforts to meeting such schedules. However, JJV assumes no liability for additional costs or damages resulting from late deliveries. Time for delivery shall not be of the essence.
- NO LICENSE: The sale of goods to Customer shall not confer upon Customer any license to manufacture under any patents or proprietary rights owned or controlled by JJV, its subsidiaries, parents, affiliates or suppliers, it being specifically understood and agreed that all such rights are reserved to JJV, its subsidiaries, parents, affiliates or suppliers.
- NO-CHARGE PRODUCT: For goods being furnished at no charge (“No-Charge Product”), the Customer may not bill any third party for the No-Charge Product. In addition, if any No-Charge Product is covered under a government reimbursement program, Customer may not seek reimbursement under the billing procedures applicable to the payment system and/or the No-Charge Product must be treated appropriately under the billing procedures applicable to the payment system. For goods being furnished at no charge as a replacement for goods that were previously furnished (“Replacement Product”), if Customer has billed for and/or sought reimbursement for the previously furnished product, Customer may not bill third parties for the Replacement Product and the Replacement Product must be treated appropriately under the billing procedures applicable to the payment system. Any unused No-Charge Product at the end of an evaluation arrangement must be destroyed or returned per JJV’s instructions. Any unused product at the end of a clinical trial must follow the disposition in accordance with the clinical trial protocol.
- PRODUCT RECALL: In the event that any of the goods are subject to a recall, field safety alert or hazard alert by either: (i) JJV or (ii) any governmental agency or regulatory authority, the Customer will take all reasonable steps to assist with (including identification of any party to whom the goods have been supplied by the Customer) and will comply with any reasonable directions given by JJV, in respect of such matter.
- PERSONAL DATA: JJV may store personal data with other JJV and Johnson & Johnson group companies at locations around the world. Any such storage and use of personal data is subject to JJV ensuring adequate data protection to meet applicable legal requirements. To the extent that JJV collects any personal information from the Customer, such personal information will be handled in accordance with J&J’s privacy policy found at https://www.jnj.com.au/policydetail/privacy. To the extent the Customer receives personal information in connection with any duly executed written agreement between JJV and the Customer (“the Agreement”) or these Terms and Conditions from or on behalf of JJV or the Customer collects such information for the purposes of the Agreement or these Terms and Conditions, the Customer agrees to comply with all applicable privacy laws in relation to Customer’s handling of the information as well as JJV's reasonable directions. Without limitation, the Customer must take reasonable steps to protect and secure all personal information which Customer collects or holds in connection with the Agreement or these Terms and Conditions. The Customer agrees to notify JJV immediately on becoming aware of any breach of this section. The Customer must indemnify and keep indemnified JJV for any cost, loss, expense, liability, compensation, claim, fine or penalty suffered or incurred by JJV as a result of Customer breaching its obligations under this section, except to the extent that such liabilities have been caused or contributed to by JJV.
- DISPUTES & GOVERNING LAW: Notwithstanding place of execution or performance, these Terms and Conditions shall be governed by and construed and enforced in accordance with the laws of New South Wales, Australia, irrespective of its laws regarding choice or conflict of laws. Any dispute relating to these Terms and Conditions or the goods sold pursuant to the Terms and Conditions shall be subject to the jurisdiction of the courts of New South Wales, Australia, and each party consents to such jurisdiction.
- ENTIRE AGREEMENT; HEADINGS; VALIDITY: Customer acknowledges that it has not been induced to purchase goods or services from JJV by any representation or warranty not set forth herein. Subject to any duly executed written agreement between JJV and Customer, these terms contains the entire agreement of JJV and Customer concerning the goods or services and supersedes all other oral or written communication between them concerning its subject matter. JJV specifically disclaims any terms and conditions appearing on a purchase order or similar document issued by Customer, which shall not be binding on JJV regardless of when received by JJV. The paragraph headings contained herein are intended for convenience of reference only and shall not affect the interpretation of any provision; if any provision herein shall be held to be invalid, illegal or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired. No waiver by JJV of any breach by the Customer of these Terms and Conditions shall be considered as a waiver of any subsequent or ongoing breach of the same or any other provision.