Trading Terms & Conditions

1. CUSTOMER'S STATUTORY RIGHTS

These Conditions of Sale shall not exclude, limit, restrict or modify the rights, entitlements and remedies conferred upon the customer, or the liabilities imposed upon GeneWorks, by a Commonwealth, State or Territory law which renders void or prohibits such exclusion, limitation, restriction or modification except to the extent allowed by such Commonwealth, State or Territory law. These Conditions of Sale are to be read and construed subject to this clause.

2. ORDER PLACEMENT

Orders can be placed via mail or fax (excluding oligos), email, or via GeneWorks’ website. Details contained in orders placed via the GeneWorks web site will use SSL (Secure Sockets Layer) encryption. While every effort has been made to ensure reliability of the site, GeneWorks cannot be held liable for orders or other information provided by customers that are lost or corrupted through unexpected events beyond our control. GeneWorks processes orders placed via the GeneWorks website in good faith and cannot be held liable for errors made by customers in placing orders.

3. WARRANTIES

(a) GeneWorks warrants that all products and services supplied meet the company's performance standards. All products and services are supplied subject to this warranty only and any liability arising out of or ìn respect of the supply or use of these products and services, howsoever arising and whether for consequential loss or otherwise, and including any liability GeneWorks may otherwise have had by virtue of any representation, warranty, condition or term, whether expressed in or implied by law is hereby excluded.

(b) Any liability incurred by GeneWorks to the customer is limited to the replacement of the products (or re-provision of service) or, at the option of GeneWorks, to the refund of the price paid by the customer and is subject to receipt of reasonable proof from the customer that any defect in the product is embraced within the terms of the warranty but such liability shall not extend to special or consequential damages of any kind. Any liability is conditional upon the customer within 30 days of delivery of the product, making a written claim to GeneWorks setting out the full particulars of such claim and, where possible, return to GeneWorks sufficient of the product to enable a proper examination.

4. TERMS OF PAYMENT / RETENTION OF TITLE

Purchase payments can be made by (for credit-approved customers) MasterCard, American Express and Visa. A surcharge may apply to orders using credit cards. Where credit terms have been agreed, invoice is strictly net 30 days from date of invoice. Terms of payment may be varied at the discretion of GeneWorks and will be outlined on the quotation. The property in the goods shall not pass until the goods are paid for in full. In the event of non-compliance with GeneWorks’ trading terms, GeneWorks reserves the right to suspend deliveries and/or cancel contracts and/or apply a service fee at the rate of 2.5% per month on all outstanding monies from the due date and/or void warranty. Where credit terms have not been agreed upon, GeneWorks will require a cheque or EFT with order.

5. PRICES

All products and services are subject to GST. All prices are net unless otherwise stated. Prices for goods to be imported are based on prices quoted to GeneWorks by the Principal and the rates of freight, insurance premiums, customs duties, primage and other costs of importation known to GeneWorks at the time of quotation.

6. CURRENCY FLUCTUATION

Indent items from overseas may be subject to alteration in price because of variation in currency rates between the Principal’s currency and the Australian dollar at the date of GeneWorks’ invoice.

7. INSTALLATIONS AND COMMISSIONING

All equipment shall be installed and commissioned by and at the expense of the Purchaser unless agreed to in writing or otherwise stated in GeneWorks’ quotation. In the case of equipment which GeneWorks or the Principal undertakes to install, it is the Purchaser’s responsibility to provide all service utilities required, e.g. electric power outlets, water outlets, drains, compressed air lines, etc. If special handling equipment is required such as heavy lift gear for movement of equipment at the installation site the cost of hiring or using such equipment and any associated charges will be additional for the Purchaser’s account. Installation will be made at the time of delivery or as soon as practicable thereafter and the special handling equipment will be at the Purchaser’s risk. Unless otherwise agreed GeneWorks’ responsibility to install such equipment may cease if the installation is deferred by the Purchaser for an infinite period.

8. RETURN OF GOODS

Returns may only be made with prior written consent of GeneWorks and may not be accepted after 14 days from the date of GeneWorks’ invoice. Freight costs on goods being forwarded to GeneWorks will be borne by the Purchaser. A restocking fee may be charged. (a) Packaging: Where goods were originally supplied in a special Principal’s carton, any return shall be made in that original carton and the goods shall be in their original and unmarked condition, complete with any instruction sheets supplied. (b) Goods not returnable: The following goods cannot be returned for credit under any conditions - Any goods specially made, including items cut to length. Any goods made, or purchased to a firm and irrevocable order. Any goods altered or damaged by the Purchaser. Any goods especially indented and which are not normal stock lines.

9. ADVICE

Any advice, recommendation, information, assistance or service provided by GeneWorks in relation to products or services sold or their use or application is provided in good faith and is believed by GeneWorks to be appropriate and reliable in the circumstances and context in which it was given. However, any advice, recommendation, information, assistance or service provided in relation to any product supplied by GeneWorks is given without incurring any liability or responsibility on the part of GeneWorks.

10. TESTS

If the Customer requires a product to be subject to any test or inspection in order to determine the merchantability or otherwise of the product other than through GeneWorks' usual routine tests or inspections, such test or inspection will be carried out at the customer's expense and at a place and time convenient to GeneWorks. lf the customer does not attend such test or inspection and has not notified GeneWorks in writing which test or inspection he or she desires to have carried out, GeneWorks will conduct the test or inspection in accordance with the terms notified to the customer in writing, or as may be decided by GeneWorks to be appropriate and suitable for such product. The customer shall not thereafter question the results of the test or inspection.

11. PROPERTY

(a) The products (including data from service projects) purchased shall be at the risk of the customer upon delivery to the customer, or the customer's agent, or to a carrier commissioned by or on behalf of the customer. (b) Property in each unit of the product or service purchased shall pass to the customer when full payment and any costs incurred by GeneWorks have been received, or if paid by cheque, when the cheque has been cleared and the proceeds received by GeneWorks' bank or when the product is consumed (otherwise than by repacking) or the product is mixed with or otherwise becomes part of other products, whichever occurs first (each unit being considered as a whole). (c) Until property of the product passes to the customer hereunder, the customer shall, unless otherwise agreed by GeneWorks, store the product so that it is clearly identifiable as the property of GeneWorks. (d) lf the customer fails to make payment, within the agreed credit period (if any), GeneWorks shall be entitled to enter the customer's premises where products are stored, to take possession of the product, to resell the product and to recover from the customer any loss of profit and expenses incurred in so doing. (e) Customer samples remain the property of the customer and can be returned at the customer's expense prior to use in services. Following use in services any remaining material can be returned (at customer's cost inclusive of shipping and handling fees) or will be destroyed 6 months from project completion.

12. FORCE MAJEURE

Deliveries may be totally or partially suspended by GeneWorks during any period in which GeneWorks may be prevented or hindered from supplying the products or services or from delivering by GeneWorks' normal means of supply or delivery by normal route through any circumstances outside its reasonable control, including but not limited to strikes, lock-outs, raw material shortages, accidents, breakdowns of plant or machinery, power failures, storms, floods, earthquakes or fire. Should GeneWorks due to short supply of any material or ingredients be unable to supply a product, it may at its sole and unfettered discretion make available a proportion of the available product to any of its customers and will not be regarded as in breach of contract for so doing.

13. FUTURE DEALING

Notwithstanding any terms or conditions appearing in documentation provided by or on behalf of a customer, the terms and conditions appearing herein shall be incorporated by implication in all agreements by GeneWorks to supply the customer with products or services.

14. SERVICE

Any notice required to be given may be given by letter or facsimile to the address shown in the contract attached to these Conditions of Sale, unless some other address has been notified by one party to the other for the service of notices. lf given in a letter, it shall be deemed to have been given on the day when it would ordinarily have been received in the post and if by facsimile shall be deemed to have been received on the day of transmission or if that be a day when GeneWorks is not open for business then on the next business day.