TERMS AND CONDITIONS OF SALE

DEFINITIONS

In the following Conditions of Sale the “Company” means Henry Schein Regional Pty Ltd as trustee for Henry Schein Regional Unit Trust ACN 003 770 321 trading as Henry Schein Halas or Henry Schein Regional Pty Ltd as trustee for Henry Schein Regional Unit Trust ACN 003 770 321 trading as Regional Dental and the “Purchaser” means the entity purchasing the goods the subject of these Conditions of Sale.

GENERAL
These terms and conditions govern all sales of goods and services by the Company and are the only contractual terms that bind the Company except as otherwise agreed to in writing by the Company.
QUOTATIONS
Any quotation made by the Company is not to be construed or operate as an offer or obligation to sell. The Company reserves the right to accept or reject all orders it receives in its absolute discretion. Quotations issued by the Company are valid for 30 days. No order accepted by the Company may be cancelled except upon payment to the Company of any loss, damage or expense incurred by the Company arising from such cancellation.
PRICES
The prices payable by the Purchaser are the Company’s prices ruling at the date the goods are delivered to the Purchaser. The unit price contained in any quotation is based on the quantities of goods referred to in the quotation. If there is any variation in the total quantity of goods ordered from that quoted, the Company reserves the right to amend the unit prices quoted. Unless otherwise expressly stated, all prices are exclusive of taxes, imposts and duties, including GST, and taxes, imposts and duties, including GST are payable by the Purchaser in addition to the price of the goods.
PAYMENT
Unless otherwise agreed to in writing by the Company or otherwise provided on the Company’s invoices or price lists, payment for the goods and all other costs and expenses payable in accordance with these terms and conditions must be made to the Company within thirty ( 30) days from date of the invoice or statement. If the Purchaser delays or defaults in respect of any payment, the Company reserves the right, in addition to other remedies it may have to charge interest at a rate equivalent to 2% in excess of such rates as shall be charged from time to time to the Company by its bankers for overdraft accommodation, such interest to be calculated from the date of delivery to the date of full payment by the Purchaser. Any payment by the Purchaser will be credited first against the interest accrued to the date of payment. In addition, if the Purchaser delays or defaults in respect of any payment, the Company may take action against the Purchaser to recover payment and the Company may also recover from the Purchaser its costs of such action including debt collection fees and legal costs. The Purchaser also indemnifies the Company against any other costs and losses caused by any breach by the Purchaser of these terms and conditions.
CREDIT
Where the Company agrees to a credit arrangement with the Purchaser, the Company reserves the right at any time to suspend or revoke that credit facility or to change credit terms when in the Company’s sole opinion the financial condition of the Purchaser so warrants. If the Company considers it relevant to assessing the Purchaser’s application for commercial credit, the Purchaser agrees to the Company obtaining from a credit reporting agency a credit report containing personal credit information about the Purchaser in relation to commercial credit provided by the Company. The Purchaser also agrees to the Company obtaining personal information about the Purchaser from other credit providers, whose names the Purchaser may have provided to the Company or that may be named in a credit report, for the purpose of assessing the Purchaser’s application for commercial credit made to the Company. The Purchaser also agrees that the Company may obtain a consumer credit report about the Purchaser from a credit reporting agency for the purpose of collecting overdue payments relating to commercial credit owed to the Company. The Purchaser agrees that a condition of approval of a credit account with the Company may be a request for the Purchaser to provide personal guarantees from its directors or a banker’s guarantee, or both. The Purchaser undertakes to inform all directors or proprietors listed on the Credit Application Form that items of personal information about them disclosed in the application that are permitted to be kept on a credit information file may be disclosed to a credit reporting agency or debt collecting agency.
INFORMATION AND DRAWING
All descriptive specifications, illustrations, drawings, data, dimensions and weights supplied by the Company or otherwise contained in catalogues, price lists or other advertising matter of the Company are approximate only and are intended to be by way of general description of the goods. Such descriptive specifications do not form part of the contractual description of the goods unless agreed to in writing by the Company, in which case they are subject to recognised trade tolerances.
DELIVERY
Where the Company has agreed to deliver goods to the Purchaser’s warehouse and those goods are lost or damaged as a result of an act, neglect or default of the Company, the Company’s liability to the Purchaser is limited to either the replacement or repair of any goods lost or damaged. Any claims against the Company for such loss or damage must be made within three (3) days of the date of delivery. The Purchaser indemnifies the Company against all loss and expenses incurred by the Company, including any additional transport and storage charges, as a result of the Purchaser failing to take delivery of goods as agreed with the Company.
ACCEPTANCE
The Purchaser must notify the Company in writing, within seven (7) days of the date of delivery, of any non-compliance with the order (subject to the usual trade tolerances relating to weight, dimension, and processing). If the Purchaser fails to give that notice then, to the extent permitted by law, the goods shall be deemed to have been accepted by the Purchaser and the Purchaser must pay for the goods in accordance with the order and these terms and conditions.
RISK
Risk in goods supplied by the Company passes on delivery to the Purchaser or its agent. If the Purchaser fails to take possession of the goods within seven (7) days of being notified that the goods are ready for delivery:
1. risk in those goods passes to the Purchaser;
2. the Purchaser must pay for the goods in accordance with these conditions of sale; and
3. the Purchaser will indemnify the Company against all loss and expenses incurred by the Company, including any additional transport and storage charges, as a result of such failure.
TITLE
Notwithstanding clause 10, title to goods remains with the Company until all monies owing in respect of those goods, including any amounts payable under clauses 5 and 10(c), are paid by the Purchaser. Until such payment is received, the Purchaser must hold the goods as bailee for the Company, subject to the Purchaser’s right to deal with the goods in the ordinary course of business. If the goods are sold or consumed in the ordinary course of business, the Purchaser must hold any monies received on trust for the benefit of the Company. The Purchaser grants the Company an irrevocable licence to enter at any time, the premises of the Purchaser or any other premises under the Purchaser’s control, for the purposes of repossession of goods owned by the Company.
TERMINATION
The Company may terminate any contract for the supply of goods if:
1. the Purchaser fails to pay any amount owing to the Company within 14 days of the date for payment;
2. the Purchaser becomes insolvent;
3. a receiver is appointed over any of the Purchaser’s assets or execution is levied against any of the Purchaser’s goods; or
4. the Purchaser is placed in administration or liquidation, whether voluntarily or otherwise.
WARRANTIES
1. The only conditions and warranties that are binding on the Company in respect of the state, quality or condition of the goods supplied by it to the Purchaser or in respect of any service provided to the Purchaser are those imposed and required to be binding by law (including the Trade Practices Act 1974). With respect to the supply of goods, to the extent permitted by law, the liability of the Company arising from the breach of such conditions or warranties is, at the Company’s option, limited to the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired. With respect to the supply of services, to the extent permitted by law, the liability of the Company arising from the breach of such conditions or warranties is, at the Company’s option, limited to the supply of the services again or the payment of the cost of having the services supplied again. All other conditions and warranties, in respect of the state, quality or condition of the said goods or the supply of services which may apart from this clause be binding on the Company are expressly excluded.
2. Except to the extent provided above the Company will not be liable (including liability in negligence) to any person for any loss or damage, consequential or otherwise, suffered or incurred by that person in relation to the goods, or any services supplied by the Company including without limitation any failure, breakdown, defect or deficiency in the goods even if the Company has been advised of the possibility of such loss or damage. If, despite the above limitations, the Company is found liable for any loss or damage arising out of or in relation to any goods or services supplied by the Company then to the maximum extent permitted by law the liability of the Company will in no event exceed the amount paid to the Company for those goods or services.
PRIVACY
Where the Purchaser provides personal information about its personnel or referees to the Company in the course of purchasing products from the Company, or applying for a credit account with the Company, the Purchaser undertakes to notify the relevant personnel that:
1. their details have been provided to the Company;
2. the purpose of that disclosure is to enable the Company to provide products to the Purchaser or to assess and administer a credit account with the Purchaser;
3. they may request access to that information by writing; and
4. the Company may disclose that information to its suppliers, agents and other organisations that the Company has arrangements or alliances with in the course of supplying products to the Purchaser or for the purpose of promoting the products or services of those entities to the Purchaser.
LEGAL CONSTRUCTION
These terms and conditions are to be governed and interpreted according to the laws of New South Wales and the Company and the Purchaser consent and submit to the jurisdiction of the Courts of New South Wales.
Exchanging information with other credit providers (Section 18N(1)(b), Privacy Act 1988)
I/we agree to the Company obtaining personal information about me/us from other credit providers, whose names I/we may have provided for the Company or that may be named in a credit report, for the purpose of assessing my/our application for commercial credit made to the Company.