General Trading Terms 

Definition

The expression “the Company” when referred to in these Trading Terms refers to PDLA Research Pty Ltd, ABN 64 145 380 089, PDLA Pharmacy Pty Ltd, ABN 65 145 380 472 and or PDLA Health Pty Ltd, ABN 21 145 380 285, PO Box 212, Seaforth, NSW 2092, Australia.

General

These Trading Terms apply to the sale of goods and services supplied by the Company. Any order received by the Company is deemed to be an order incorporating these Trading Terms. No variation shall be binding unless agreed by the Company in writing.

Acceptance

Any quotation by the Company is not to be construed as an offer or obligation to sell and the Company reserves the right, at its discretion, to accept or reject any orders received.

Prices

All prices charged / quoted shall be the Company's ruling at the date of dispatch. Verbal quotations are subject to written confirmation which will be given when requested. All goods are sold and all prices are quoted excluding GST unless otherwise specified. The Company reserves the right at any time to make reasonable adjustments of prices in relation to fluctuations in the Company's labour, material, goods or transport and also in relation to any changes in currency exchange rates or duty which affect the Company's costs for imported goods.

Invoices

All deliveries will be accompanied by invoices, or otherwise (electronically, email) agreed. All invoices will contain calculated amounts excluding GST and GST is separately added. Queries regarding invoices can be issued to info@pdla.com.au or call + 61 2 9949 8887 or fax to + 61 2 8580 5330.

Ordering

In general orders received will be confirmed and shipped within 24 hrs of receipt. We estimate a further 5 working days for delivery. Orders can be accepted at the discretion of the Company and is subject to the client’s compliance to these Trading Terms. For web shop purchases please consult and comply with the terms and conditions thereof. In case of licensed products, private label and exclusive brands products orders must be submitted in multiples of pallets or shipper boxes as described and mutually agreed in separate agreements and contracts. Rolling 12 months sales and ordering forecast will be the basis of the Company’s inventory management and the quantities of new production batches will be consented between the Company and client by email confirmation.

Cancellation or Variation and Termination

A contract may, at the Company's option, be terminated in the event of insolvency of the purchaser or the purchaser being placed in liquidation, whether voluntarily or otherwise. A purchaser may only vary an order if such variation or cancellation occurs on terms which will provide for the Company to be indemnified by the purchaser against any loss or damages.  In case of cancellation of orders due to termination of the supply contract, other than due to the Company’s violation of contracts, the Company is entitled to compensation of commercial, direct and indirect, losses. Compensations described above, have to be agreed in a contract.

(In general commercial losses due to termination are defined as 3 to 6 months of historic sales (3 to 6 x average sales of the last 6 to 12 months) or by a contractually agreed multiple of the value of the inventory on the date of cancellation including mutually agreed and confirmed manufacturing batches submitted and beyond ‘free of charge’ cancellation in the factory. Compensation of damages may include cost of destruction when re-selling is undesirable or reasonably unachievable)

Packing

Unless otherwise indicated, prices include standard cases or packing. Special requirements for packaging (pallet, shipper, wrap and label) have to be indicated and agreed. Changes in such requirements can only be initiated for new production batches. Cost consequences of such changes will be paid by the client or otherwise agreed in writing.

Delivery

Unless agreed otherwise the price quoted is ex the Company's store where stocked. For deliveries beyond this point the Company may, at its discretion, agree to act as agent for the purchaser in this matter and the purchaser will pay for the costs of cartage and insurance. Delivery of goods as part of a supply agreement of licensed products, private labels and exclusive brands will be, in general, delivered in bulk pallets in the client’s warehouse. Agreed pricing includes transportation and insurance, if not specified differently in writing.

Terms of Payment

All invoices require payment within fourteen days of the date of invoice unless expressly agreed different in writing. In general upon receipt of the payment a remittance advice will be issued. Web shop payments need to be fulfilled prior to confirmation of the order and will be confirmed by return mail with delivery details. In case of licensed products, private labels and exclusive brands it is at the discretion of the Company to issue a pre-payment or deposit payable at date of commitment to the first production batch. Such deposit may be calculated as a percentage of the value of the first client order. Different payment conditions may be agreed for repeat orders but never more than 30 days. The Company reserves the right to deliver and invoice any item or items comprising the whole or part of any order.

Force Majeure

Failure of delivery of ordered goods, or any part of an order, on the expected delivery date due to Force Majeure or reasons beyond the influence of the Company shall not entitle the purchaser to repudiate the contract. The Company warrants to disclose such information immediately but always within 24 hours after acknowledgement to the purchaser. The purchaser warrants the Company to exempt the Company form any claims regarding losses or damages due to late or non-delivery of orders or any part of an order when caused by Force Majeure.

(Force Majeure is defined as but not limited to extraordinary event or circumstance beyond the control of the parties, such as a war, strike, riot, crime, accident or an event described by the legal term "act of God" (e.g., flooding, earthquake, volcanic eruption))

Claims and returns

In general any product timely received in good order and compliant with the order submitted can not be returned. On written request the Company may agree, at its discretion, with replacement of quantities of product nearing the expiry dates of such products (within 8 weeks from expiry). Request for replacement due to expiry have to be submitted before the expiry date is due. Requests received after the expiry date, are void. When products shipped directly by the Company appear to be damaged at reception the Company needs to be informed with 24 hours. Such products have to be returned to the Company in the exact condition of reception and within 5 days. Upon reception the Company will judge whether refund (inclusive or exclusive return shipping costs) or replacement is applicable. For web shop purchases please consult the terms and conditions published on the web site. In case of licensed products, private labels and exclusive brands received products directly shipped by the Company are subject to quality control by the receiver/purchaser. In case of damages observed and/or incomplete deliveries the Company must be notified within 24 hours of receipt of the goods. The company will judge and decide at her discretion, to replace or otherwise compensate for (part of) the damaged or missing goods. Damaged goods considered for credit must be returned to the Company and need to comply with the following conditions concerning request for credit for returned goods:

1. Goods will only be accepted for credit to the extent that they are wrongly or over-supplied or damaged at reception.
2. All returns must be in good order and condition, unused and in its original packaging.
3. Goods returned must be accompanied by a Delivery Docket stating the original invoice number, date of purchase and eason for return.

No claims made by the purchaser will be recognised unless made within five days after delivery of the goods to the purchaser. No claim for damage or resultant expense direct or indirect in respect of any goods shall in any case exceed the invoice price of the goods. All damage or expense over and above such invoice price shall be the responsibility of the purchaser.

Conditions and Warranties

All conditions and warranties expressed or implied by statute, the common law, equity, trade custom or usage or otherwise are hereby expressly excluded to the maximum extent permitted by law. Where so permitted the liability of the Company for a breach of a condition or warranty that cannot be excluded is limited (at the Company's option) to the replacement or the repair of the goods or the supply of equivalent goods or the cost of replacing or repairing the goods or of acquiring equivalent goods. The Company shall not be liable in any way whatsoever for indirect or consequential loss or damage whatsoever. (whether based on tort or otherwise) It is a condition of this contract that the purchaser shall market, advertise, sell, communicate and promote the goods completely compliant with the relevant authority guidelines. In case of any breach of relevant guidelines the purchaser accepts the responsibility for all costs and damages that arise from possible authority intervention, product recall, product destruction and market value losses. In the event the goods are incorrectly marketed the Company shall be exempt from all liability and the purchaser hereby indemnifies the Company in respect of any claims, demands, suits or proceedings whatsoever resulting from the breach of relevant authority guidelines.

Title and Risk

Risk in the goods purchased shall, unless otherwise agreed in writing, pass to the purchaser upon delivery of the goods to the purchaser or his agent or to a carrier commissioned by the purchaser. Title in each unit of the goods shall pass to the purchaser only upon payment in full of the invoice or contract price or otherwise agreed in writing. In case of licensed products, private labels and exclusive brands title, for practical reasons, may pass to the purchaser before payment in full of the invoice when agreed in a separate contract.

Patents

To the best of the Company's knowledge goods sold to the purchaser will not infringe any patent, trade mark, registered design or copyright of any third party, but the Company shall in no circumstances be liable to the purchaser in respect of any such infringement constituted by the sale or use of the goods. In case of private labels the purchase is the owner of the brand and will be fully responsible for trademark and patent obligations and indemnify the Company from any liability in respect to any negligence or infringement. In case of licensed products and exclusive brands the Company will own the trademarks and patents and accept the responsibilities thereof. In that case the purchaser will respect the limitations of the trademark, the patent and any other relevant authority or branch guidelines in their promotion, marketing and sales of such products.

Performance and Representation

Any figures or estimates given for performance of goods are based on the Company's experience and are such as the Company would expect to obtain under normal situations of use. The goods provided by the Company are complementary medicines and thus limited in their performance estimates and description by the laws and guidelines of the Therapeutic Goods Administration in Australia. The Company is not liable for any claim in regards to inefficacy of any of the Company’s products. The purchaser acknowledges that neither the Company nor any person purporting to act on its behalf has made any representation or given any promise or undertaking which is not set out in the contract whether as to the capabilities of any of the products for any particular purpose or any other matter.

Legal Construction

Except as may otherwise be agreed by the Company, the contract shall be governed by the laws of the State of New South Wales.