1. Terms and Conditions of Sale

All sales of Products provided by Jeisys Medical Australia ("the Company") are subject to the following terms and conditions. In these Terms and Conditions of Sale, the Company refers to “Jeisys” and supplying Products to the purchaser ("the Customer"). The Company and the Customer are collectively referred to as "the Parties".

The terms and conditions contained in this document, together with those set out in the applicable Quote, Sales Order, and/or Invoice, constitute the entire agreement between the Parties, as detailed in the relevant Quote, Sales Order, and/or Invoice.

By accepting a Quote, placing an order, making payment, or otherwise proceeding with the purchase of Products, the Customer acknowledges that they have read, understood, and agreed to be bound by these Terms and Conditions of Sale.

2. Definitions & Interpretation

2.1 Definitions

In these Terms and Conditions of Sale (that incorporates the Quote, Purchase Order, and/or Invoice), unless the context or subject matter otherwise requires:

Accessory means an item that is associated with the Goods as shown in a Quote.

Agreement means the terms and conditions contained in this Terms and Conditions of Sale, including the Quote, any schedules, annexures or documents incorporated by reference.

Anticipated Shipping Time means the amount of time that the Company expects that it will take before the Goods Ordered will be ready to be delivered to the Customer.

Australian Consumer Law means the law as set out in the Competition and Consumer Act 2010 (Cth).

Charges means Freight, Courier, Insurance and other costs which a Customer agrees to pay as shown on a Quote, Invoice or is to be confirmed by the Company as part of the shipping process.

Company Representative means any individual authorised by the Company to promote, market, or sell its Products or Services, communicate Offer, or liaise with Customer in relation to the sale of such Products, employed directly by the Company.

Consequential Loss means any indirect, special or Consequential Loss or damage and any loss of income, loss of revenue, loss of profit, loss of production, loss of goodwill, loss of use, loss of financial opportunity, financing costs, loss of business or loss of business opportunity, loss of contract, loss from third party claims or failure to realise anticipated savings (whether the loss is direct or indirect).

Consumables means an item that is associated with the use of the Goods as shown in a Quote

Customer means a Party to this Agreement that has accepted the Company’s Offer to purchase the Goods contained in a Quote.

Customer Representative means a person or persons authorised by the Customer to act on its behalf in relation to the Order and Deliverables, including making decisions, providing instructions, and accepting communications from the Company.

Delivery Address means the address shown on the Quote where the Customer agrees that the Goods ordered are to be delivered.

Delivery Agent(s) means third party delivery contractors and couriers

Deliverables means all goods, products, materials, items, works, or services to be supplied, delivered, or performed by the Company to the Customer as specified in a Quote, Purchase Order, Sales Order, Invoice, or other written agreement between the parties.

Deposit means the non-refundable amount of money shown on a Quote (if any) that the Customer must pay to establish to secure the Goods and Accessories Ordered.

Freight means the Charges payable for the carriage of Goods and delivery to their destination charged to the Customer at cost and communicated immediately prior to shipping. Goods means those items which Customer has agreed to purchase from the Company by accepting the terms and conditions contained in a Quote.

Goods means the products, equipment, service or items supplied by the Company, including any related components, accessories, or packaging as applicable.

Insurance means the Charges payable for the indemnification of the Customers Goods during shipping.

Invoice means a tax invoice issued by the Company to the Customer setting out the amount payable for the Deliverables, the payment terms, and other applicable charges in accordance with the Sales Order.

Offer means the offer by the Company to supply the Goods shown in the Quote at the prices indicated date of issue until the Quote Expiry.

Purchase Order means a written order submitted by the Customer requesting the supply of specified Deliverables, typically referencing a Quote or agreed pricing, and accepted only upon issuance of a Sales Order by the Company.

Order means the Customer’s acceptance of the Quote within the Quote Expiry Period, including agreement to purchase the Goods quoted, commitment to payment, and the Company’s agreement to supply the Goods in accordance with these terms.

Sales Order means the formal written document issued by the Company confirming acceptance of a Customer’s Purchase Order or agreement to proceed with an order, and which forms part of the binding agreement for the supply of Deliverables.

Quote means a written offer issued by the Company setting out the price and key terms for the supply of specified Deliverables, which remains valid until the expiry date stated on the Quote.

Quote Expiry means the date by which the Offer contained in the Quote expires and is no longer be accepted by the Customer.

GST means Goods and services tax or other tax that is substituted or replaces the GST tax.

Parties or Party means the Company and the Customer whose details are listed on the Quote that are parties to this Terms and Conditions of Sale as the case and the context requires.

Price means the total amount of money to be paid for the Goods shown on a Quote.

2.2 Interpretation

In this Agreement:

(a) a reference to:

(i) one (1) gender includes the others;

(ii) the singular includes the plural and the plural includes the singular;

(iii) a person includes a body corporate;

(iv) a document or instrument includes the document or instrumented as novated, altered, supplemented or replaced from time to time;

(v) a Party includes the Party’s executors, administrators, successors and permitted assigns;

(vi) a statute, regulation or provision of a statute or regulation (Statutory Provision) includes:

(i) that Statutory Provision as amended or re-enacted from time to time; and

(ii) a statute, regulation or provision enacted in replacement of that Statutory Provision;

(vii) time is to Australian Eastern Daylight Time; and

(viii) a Schedule refers to a Schedule contained in this Agreement;

(b) including and similar expressions are not words of limitation;

(c) where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning;

(d) headings are for convenience only and do not form part of this Agreement or affect its Interpretation;

(e) where a day on or by which an obligation must be performed or an event must occur is not a business day, the obligation must be performed or the event must occur on or by the next business day; and

(f) a provision of this Terms and Conditions of Sale must not be construed to the disadvantage of a Party merely because that Party was responsible for the preparation of this Agreement or the inclusion of the provision in it.

3. Commencement

3.1 Acceptance of Offer

The Customer accepts the Company’s Offer to supply the Goods shown in a Quote before the date of the Quote Expiry by:

(a) signing where indicated and communicating its acceptance by returning the signed version of it in manner shown on the Quote;

(b) confirmed via email their approval to proceed with processing the order to a Company Representative;

(c) verbally authorising a Company Representative to proceed in processing an order; or

(d) by making payment

3.2 Sale and Purchase

When the Customer accepts the Terms and Conditions of Sale the Quote becomes an Order. The Company agrees to sell and the Customer agrees topurchase the Deliverables and pay the Charges according to the terms and conditions contained in this Agreement.

3.3 Purchase Order

(a) The Company may, at its sole discretion, accept a Purchase Order from the Customer, including where required for government or institutional procurement. The Company’s acceptance of a Purchase Order is not effective until a Sales Order is issued by the Company.

(b) Upon receipt of a valid Purchase Order, the Company will, within 3 business days, issue a Sales Order confirming acceptance and commencement of order processing.

(c) Once the Sales Order is issued, a binding agreement is formed for the supply of the Deliverables described therein, and the Customer agrees to be bound by the terms and conditions of this Agreement, the Sales Order, and any related Invoice.

(d) Unless otherwise agreed in writing, the terms of this Agreement will prevail over any inconsistent terms contained in a Purchase Order.

(e) The Company will issue an Invoice for the Deliverables in accordance with the terms specified in the Sales Order, and the Customer must make payment in accordance with those terms.

3.4 Price and Method of Payment

Prices provided may not include delivery, handling, or other charges. Prices are subject to change but any such changes will not affect the Order already accepted by the Company at the time of the price modification.

Unless expressly stated otherwise, any accessories or additional items shown in images of the goods are for illustrative purposes only and are not included in the state price.

The Company reserves the right to correct any errors, inaccuracies, or omissions and to update information at any time without prior notice, including but not limited to pricing, product descriptions, availability, and promotional details, whether published on the website, in brochures, or other marketing materials.

Unless otherwise stated on the Company’s Invoice, full payment is due upon receipt of Invoice, and Deliverables will not be dispatched until payment has cleared. Payment must be made to the Company’s payment details as provided on the Invoice.

The Company reserves the right, in its sole discretion, to alter payment terms or suspend fulfilment of orders without prejudice to any other lawful remedy, including but not limited to where:

(i)the proposed sale would exceed any credit limit extended to the Company;

(ii)The Company determines that Customer’s financial condition does not justify the sale on credit; or

(iii)Customer is in default of any financial obligation to the Company.

Payments may be made via credit card, debit card, or direct bank deposit.

To the extent permitted by law, the Company will not be responsible for any damages or consequential losses (whether direct or indirect) suffered by a user where a chosen method of payment is fraudulently used or issued in an unauthorized manner.

Should the Customer wish to cancel an order, cancellation must be made within 48 hours or 2 business days, of the Invoice sent date. Failure to cancel within this period will result in a restocking fee equal to 15% of the total order value, which will be charged to the Customer.

Customer must notify the Company in writing of any disputed invoice within five (5) days of receipt, providing sufficient detail of the dispute. Invoices not disputed within this period will be deemed accepted and approved by the Customer.

3.5 Delivery

Subject to the Customer’s compliance with these Terms and Conditions of Sale, the Company agrees to sell and supply the goods specified in the Invoice, Sales Order, or Order Confirmation. Please note that products may not be available for immediate delivery. The Company will endeavor to deliver the Order within fifteen (15) business days from the date payment has cleared, for Australian domestic orders.

Delivery may be limited to metropolitan regions within ACT, NSW, QLD, VIC, WA, and SA, unless otherwise agreed between the Company and the Customer and confirmed in writing. Delivery times may be greater than ten (10) business days for regional, remote, or outside of Australia.

The Company uses Delivery Agents to deliver your goods, therefore the Company:

i. cannot guarantee that delivery will occur in the delivery time frames; and

ii. is not liable for any Loss, damage, cost, expense, or injury you or any third party suffers as a result of delivery.

Delivery of goods will take place at the Delivery Address specified by the Customer. If the Customer is not personally available to accept the delivery, the Customer may appoint a representative to accept delivery in their place. Any representative must be over 16 years of age and capable of receiving delivery on the Customer’s behalf. The Customer agrees that the Company will be entitled to rely on the Customer’s representative’s instructions as if it were the Customer’s.

On Delivery, the Delivery Agent may require the Customer or Customer representative to provide them with proof of identity, such as photo ID. The Company may not make the delivery of the goods if the person receiving the goods is unable or unwilling to provide satisfactory evidence of proof of identity. To ensure delivery can take place, the Customer agrees to give the Company as much detail as possible about particular features of the Delivery Address in advance by when placing the Order. This includes, without limitation:

a. restricted access or restricted parking for delivery vehicle;

b. restricted or limited access to the premises; or

c. if you have narrow doors, staircases, tight corners.

Should there be no one available at the Delivery Address to accept delivery, limited access to the Delivery Address, it is unsafe or impractical to make delivery, or for any reason delivery cannot take place, an additional delivery fee may be charged.

The Customer or Customer Representative may be required to sign a delivery form to confirm that the delivery has taken place. If a refusal to sign the delivery document, this will be taken as a refusal to accept the delivery. Where redelivery is required because of refusal to accept delivery, additional delivery fees may be chargeable.

Upon delivery, the Customer must inspect and test the Goods and ensure the Goods delivered match your Order. The Customer must advise the Company in writing about any damaged, missing, and incorrect Goods within 5 business days. Failure to notify the Company within this period will be deemed as acceptance of the Goods.

The Customer is responsible for ensuring the site for installation of the Goods is suitable and meets safety requirements. The Company cannot and will not accept responsibility for installation and fixations carried out contrary to the specifications outlined by the Company, Company Representative, in a manual, or in an installation guide.

The Company cannot and will not accept responsibility for delivery failures or delays by Delivery Agent.

3.6 Insurance

(a) The Company recommends insuring Deliverables from the date they leave its warehouse. The cost of Insurance is to be paid by the Customer and included in the Quote and subsequent Invoice.

(b) The cost of Freight and Insurance is to be billed to the Customer<u>&nbsp;</u>and shown on the Invoice issued immediately prior to the Goods being shipped.

(c) The Customer reserves the right to organise their own Insurance and Freight if they are unhappy with the cost of these items shown on the Invoice provided by the Company immediately prior to shipping<u>.</u>

(d) The Company requires that the Deliverables are to be insured from the point when they leave the Company warehouse.

(e) However, if the Customer elects not to insure the Goods, under no circumstances will the Company be responsible for any loss, or damage to the Deliverables or any consequential loss caused by the Customers failure to insure them, once they leave the warehouse.

4. Sale of Goods Vienna Convention

The Parties agree that pursuant to Article 6 of the state Sale of Goods (Vienna Convention) Acts, the terms of the Vienna Convention relating to the international sale of Goods does not apply to this Agreement.

5. GST

The Price of the Goods is inclusive of GST unless otherwise shown on the Quote and the Invoice.

6. Title and risk and payment

6.1 Title

Title of the Goods in the Order passes to the Customer at the time that the total payment for the Order is received by the Company and confirmation that they are ready to be shipped has been sent.

6.2 Risk

Once the full amount of the Invoice for the Goods is received, risk in the Goods passes to the Customer at the time the Goods leave the Company's warehouse.

7. Refunds

7.1 No refunds

(a) Subject to clause 7.1(b) and to the maximum extent permitted by law, the Company does not issue refunds for Goods after they have been Ordered and processed for shipment to the Customer.

(b) Without limiting the preceding clause 7.1(a), the Company does not offer refunds where:

(i) the Customer has changed its mind; and

(ii) the Goods have, as determined by the Company acting reasonably, been removed from its packaging, interfered with, or otherwise tampered with.

If the Company gives the Customer notice that it will be unable to fulfil the Order within ten (10) business days of receipt of the Order, due to lack of stock, the Customer may cancel the Order without charge, and the Company will arrange for a full refund of any payment made by the Customer to be processed.

7.2 Refunds policy

In the event that the Customer would like a refund, the Company will consider such a request where refunds are sought on a case by case basis.

Should a refund be accepted, the Customer will be responsible for shipment return to the Company and a restocking fee equal to 15% of the total order value.

8. Privacy Policy

By accepting the Terms and Conditions of Sale, the Customer acknowledges that they have read, understood and agree to the data collection, use and disclosure provision set forth in the Company’s Privacy Policy.

9. Warranty

9.1. Australian Consumer Law Compliance

(a) The Customer expressly acknowledge and agree that, to the maximum extent permitted by law subject to the Company’s compliance with the obligations under the Australian Consumer Law (ACL), the Company and its officers, employees, agents, expressly disclaim all warranties of any kind, whether express or implied, except the warranties that the Goods:

i. are provided with clear title;

ii. are of acceptable quality;

iii. are fit for the particular purpose for which they were supplied; and

iv. comply with their description (together, the Non-Excludable Provisions)

(b) The Company makes no warranty that:

(i.) the Goods will meet the Customers exact requirements;

(ii.) the performance of the Goods will meet the Customers expectations.

9.2. Warranty Conditions and Limitations

This Warranty does not cover:

i. defects or damage arising from accidents, abnormal use or abnormal conditions, improper storage, exposure to liquids, humidity, sand, dirt, negligence, or unusual physical, electrical or electromechanical stress; 

ii. scratches, dents, and other cosmetic damage;

iii. Goods where the warranty seal or sticker has been removed, damaged, or tampered with;

iv. ordinary wear and tear (usury);

v. defects or damage resulting from the use of the Goods in connection with accessories, products, or auxiliary/peripheral equipment not supplied or approved by the Company;

vi. faults, failures or deficiencies arising from improper or non-compliant use or maintenance, including failure to follow the instructions in the user manual;

vii. defects or damage caused by fire, flood, lightning, earthquake, meteorological conditions, external agents, theft, or improper connection to an electrical source or IT infrastructure;

viii. faults or defects where the Customer has failed to notify the Company within a reasonable time of becoming aware of the issue. For the purposes of this clause, a “reasonable time” is considered within 30 days of the fault becoming apparent;

ix. Goods that have been resold or transferred by the original purchaser to a third party. This Warranty is only valid for the original purchaser and is not transferrable;

x. Goods that have been purchased second-hand or from an unauthorised reseller;

xi. Goods that have been purchased from overseas.

9.3 Extended Warranty

The Customer may purchase an extended warranty (“Extended Warranty”) which only applies to certain Goods. The Extended Warranty can be purchased either at the time of purchase of the relevant Goods or within forty-eight (48) hours following the purchase of the relevant Goods.

The Extended Warranty:

  i. applies only for the duration specified at the time of purchase of the Extended Warranty;

  ii. is non-transferrable and is valid only for the original purchaser of the Goods;

  iii. covers repair or replacement, at the Company’s discretion, for Goods deemed eligible under this clause, and in accordance with the Non-Excludable Provisions described in clause 9.1; and

  iv. is subject to the Warranty Conditions and Limitations outlined in clause 9.2.

The Extended Warranty applies exclusively to Goods intended for Professional Use. For the purposes of this clause:

  i. “Professional Use” means, without limitation, any intensive or commercial use of the Goods in public environments and/or spaces accessible to the public;

  ii. “Private and non-professional use” refers to use by a natural person who is the end user of the Goods and who acts outside the scope of any business, trade, craft, or professional activity.

To use the Extended Warranty, the Customer must:

(a) Contact the Company by emailing anz.sales@jeisy.com as soon as possible and, in any case, within thirty (30) days from the date on which the Goods first exhibited signs of malfunction;

(b) Provide the Company’s Support Team with the following information:

  i. the serial number of the Goods;

  ii. a copy of the invoice and/or proof of purchase for the Goods and the Extended Warranty;

  iii. a clear and detailed description of the issue encountered, including supporting photos and/or videos to  assist the Company in diagnosing the problem; and

v. make the Goods available for examination and assessment by the Company’s authorised technicians, if required

The Customer acknowledges that all warranty services (under either the standard or Extended Warranty) require the Goods to be returned to the Company’s authorised workshop.

(a) The Customer is responsible for the cost of courier or shipping to the Company’s workshop.

(b) The Company will cover the return shipping cost back to the Customer after the warranty service is complete.

(c) The Company is not liable for any damage, loss or fault that occurs during shipment to or from the Company’s workshop, caused by a third-party delivery agent, in accordance with Clause 3.4 Delivery of this Agreement.

9.4 Customer warranties

The Customer warrants that:

(a) the Goods have been obtained at the Customer’s own discretion and risk;

(b) it will use the Goods strictly as required by any guidelines or recommendations provided by the Company;

(c) it has made its own investigations into the suitability of the Goods and is not relying on any representation not expressly made by the Company;

(d) no advice or information, whether oral or written, obtained from the Company in relation to the Goods creates any warranty not expressly stated herein.

10. Limitation of liability

10.1 Non-exclusion of liability

(a) Subject to any claims made because of a breach of a Non-Excludable Provision available under the Australian Consumer Law, the Company, its employees, officers and agents are not liable for any loss or damage, including, but not limited to, direct or Consequential Losses, or personal injury or death, however suffered or sustained in connection with:

(i) any inaccurate or incorrect information provided about the Goods;

(ii) the Customer’s use of the Goods;

(iii) any failure or delay including, but not limited to, the use or inability to use the Goods;

(iv) any interference with or damage to Customer’s computer systems which occurs in connection with use of the Goods.

10.2 Agreed liability

(a) Nothing in this Agreement attempts to modify or exclude the conditions, warranties and undertakings, and other legal rights, under the Australian Consumer Law.

(b) In Australia, the Company’s Goods come with guarantees which cannot be excluded under the Australian Consumer Law. The Customer is entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. The Customer is also entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure.

(c) For claims that cannot be excluded or restricted under Australian Consumer Law, the liability of the Company for such a claim will (at the Company's option and to the extent permitted by law) be limited to:

(i) replacement of the Goods or the supply of equivalent Goods;

(ii) the cost of replacing the Goods or acquiring equivalent Goods;

(iii) repair of the Goods; and

(iv) the cost of having the Goods repaired; or

(v) the amount paid for the Goods (inclusive of GST).

(d) Nothing in this Agreement attempts to limit or exclude liability of the Company in compliance with section 64 of Schedule 2 of the Australian Consumer Law.

11. Indemnity

(a) The Customer indemnifies, and must keep indemnified, the Company and its employees officers and agents, against any action, liability, claim, loss, damage, proceeding, expense (including legal costs) suffered or incurred by the Company, arising from or in connection with, either directly or indirectly the Customer ’s breach of any of its obligations contained in this Terms and Conditions of Sale, including but limited to the making of a warranty that is inaccurate or incomplete.

(b) The Customer indemnifies, defend and hold harmless the Company, its employees, officers, authorised representatives and agents (Indemnified Parties) against any claim or proceeding that is made, threatened or commenced, and any liability, loss, damage or expense (including reasonable legal costs on a solicitor and own client basis) that the Indemnified Parties may incur or suffer as a direct or indirect result of:

(i) the Customer breach of any provisions of this Agreement;

(ii) the Customer negligent acts or omissions;

(iii) the Customers actual or alleged breach of any law, legislation, regulation, by-law or code of conduct; or

(iv) any claims brought by or on behalf of a third party relating to any act or omission by the Customer including infringement of a third party’s intellectual property rights.

12. General provisions

(a) Approvals and consents - Except where this Agreement expressly states otherwise, a Party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this Agreement.

(b) Assignment the Company may assign any of its rights and obligations under this Agreement by notifying the other Party of such an assignment. The Customer may not assign its rights under this Agreement without the prior written consent of the Company, which may be granted or withheld in the Company’s complete discretion and, if granted, may be subject to conditions.

(c) Counterparts - This Quote may be executed by the Parties in any number of identical counterparts. Each counterpart is deemed to be validly executed if it is signed by a Party and sent by electronic mail to the other Party. It comes into effect when all identical counterparts have been validly executed. For executing this Agreement or any document required by it, the Parties agree that any signature is valid, and the document is validly executed if it is produced by an electronic communication as provided by the Electronic Transactions (Victoria) Act 2000.

(d) Entire agreement - This document contains the entire Agreement between the Parties in connection with its subject matter and supersedes all previous agreements and understandings except as otherwise provided herein.

(e) Further assurances - Each Party must do anything (including execute any document) and must ensure that its personnel do anything (including execute any document), the other Party may reasonably require to give full effect to this Agreement.

(f) Governing law and jurisdiction - This Agreement is governed by the laws of Victoria, Australia and each Party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.

(g) Severance - If anything in this Agreement is unenforceable, illegal, or void then it is severed, and the rest of this Agreement remains in full force and effect.

(h) Survival - Any clause which is expressed to survive, or which by its nature is intended to survive termination of this Agreement, survives termination.

(i) Waiver - A Party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. A waiver is not effective unless it is in writing and signed by the Party giving it.