CONDITIONS OF SALE
The customer accepts that these conditions shall apply to all legal relations between itself and Auspep Pty. Ltd. (Auspep) to the exclusion of any other terms including any conditions, warranties or representations written or oral, express or implied, even if contained in the Customer's documents which purport to provide that the Customer's own terms shall prevail. No variation of these conditions shall be valid unless in writing and signed by Auspep to the Customer.

1. PRICES
Prices quoted are recommended prices only and may be subject to change without notice and variation for foreign currency fluctuation. Prices are subject to variation by Auspep without notice with immediate effect upon variation. Unless otherwise specified, prices are net FOB appropriate to the mode of transport.

2. ACCEPTANCE OF ORDERS
Auspep reserves the right to accept or reject any order for goods. Auspep shall be under no obligation to provide the goods ordered if Auspep has bona fide doubts as to the solvency of the Customer. Auspep may in such circumstances without any liability on its part, withhold goods contracted to be sold to the Customer without any repudiation of the Contract being implied or expressed or any legal proceedings being necessary.

3. DELIVERY
All consignments are at the Customer's risk as soon as they leave Auspep premises including when delivery is made by Auspep. If the Customer requests a postponement of delivery or is unable to receive the goods for whatever reason, storage of the goods in Auspep's or another's premises shall also be at the Customer's risk. Packaging materials and method of consignment shall be at Auspep's discretion. A special charge may be made to meet the cost of the Customer's specific packaging or consignment requirements.

Auspep will make all reasonable efforts to have the goods delivered to the Customer on the date agreed between the parties as the delivery date. Auspep shall be under no liability whatsoever should delivery not be made on this date. The Customer acknowledges that delivery of the goods does not include unloading of the goods from the carrier upon arrival at the place of delivery.

4. PAYMENT
Payment is due in full within 30 days of the date of invoice. On all overdue accounts, interest is chargeable at the ordinary lending rate but a minimum of 4% above the lending rate of the Commonwealth Bank. Further, Auspep reserves the right to withhold deliveries when accounts become overdue.

5. TITLE LIEN
a) Title to the goods to be delivered will not pass to the Customer until Auspep has received payment in full for the goods. Until the date of final payment, the Customer shall store the goods so that they are clearly identified as the property of Auspep.

b) In addition to any lien to which Auspep may, by statute or otherwise be entitled, Auspep shall in the event of a Customer's insolvency, bankruptcy or winding up, be entitled to a general lien on all property or goods belonging to the Customer in its possession (although such goods or some of them have been paid for) for the unpaid price of any other goods sold and delivered to the Customer under this or any other arrangement, understanding or contract.

6. FORCE MAJEURE
If Auspep is prevented or delayed from or in performing any of its obligations under the Contract by force majeure, including but not limited to strikes, lock-outs or other industrial action, whether or not caused by or involving employees of Auspep, then Auspep may give notice in writing to the Customer of the circumstances constituting force majeure and of the obligation, performance of which is thereby delayed or prevented and shall thereupon be excused from compliance with such obligation for as long as force majeure continues.

7. LIABILITY
Auspep will not be liable in any circumstances whatsoever to the Customer for:
7.1 any loss of profits or contracts suffered by the Customer, or
7.2 any loss or damage in circumstances over which Auspep has no control.

8. WARRANTIES
Auspep warrants that all products will be free from any defects in materials and workmanship at the time of delivery. All warranties, conditions and liabilities implied by law other than those which may not be lawfully excluded under the Trade Practices Act 1974 or any Commonwealth, State or Territory legislation are hereby excluded. In any event, Auspep's liability in respect of the goods shall be limited to the cost of replacement, repair or rectification unless the same shall relate to personal injury or death and only then and if so to the extent that the same shall arise out of Auspep's negligence.

9. INDEMNITY
The Customer shall comply with all instructions of Auspep in relation to the handling, storage, sale and the use of the goods. Notwithstanding such compliance, the Customer shall keep Auspep indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature, including without limitation, claims for death, personal injury, damage to property and consequential loss (including loss of profit) which may be made against Auspep or which Auspep may sustain, pay or incur as a result of or in connection with the manufacture, demand, expense or liability that shall be directly and solely attributable to any breach of contract by, or negligence of, Auspep or a duly authorised employee of Auspep.

All products are sold for research use only, and are not for human or drug use. Auspep is not liable and the customer agrees to indemnify Auspep for any loss or expense for all claims or proceedings made or instituted against the customer of Auspep arising out of the application or the use of the goods other than for in-vitro research purposes. The customer acknowledges that it does not rely upon the skill and judgement of Auspep as to the suitability of its products for the purposes of the customer.

10. PATENTS
It is the customer's sole responsibility to ensure that the use or application of the goods does not breach or infringe any patent, copyright or trademark in the state or country of the consumer.

11. WAIVER
Failure by Auspep to insist upon strict performance of any terms and/or conditions hereof shall not be deemed a waiver thereof or of any rights which Auspep may have and shall not, and nor shall any express waiver, or deemed to be a waiver of any subsequent breach of any term or condition.

12. INDUSTRIAL PROPERTY RIGHTS
The Customer shall not alter, remove or in any way tamper with any of the trade or other marks or numbers of Auspep attached to or placed upon the goods.

13. RETURN OF GOODS
Notification of any defect in the goods found during normal checking must be made by the Customer to Auspep within 14 days of receipt of the goods and written agreement must be given by Auspep before Auspep is obliged to accept returned goods. Auspep shall have absolute discretion in choosing to replace the goods, repair the item or refund the purchase price.

14. REGULATORY AFFAIRS
It is the Customer's responsibility to observe all applicable health, safety and other regulations and to take appropriate steps in relation to the storage, handling, sale and use of the goods and where information is supplied to the Customer on potential hazards relating to the goods, to bring such information to the attention of its employees, agents, sub-contractors, visitors and customers.

15. APPLICABLE LAW
The laws of the State of Victoria shall govern these conditions and that in the event of any dispute regarding the conditions of sales as contained herein that the jurisdiction controlling such disputes is in the State of Victoria.

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