Terms & Conditions

Consumer Data/ Privacy Policy

 

Medical Industries Australia will not wilfully disclose any personal information regarding our Web Site [www.medind.com.au] without first obtaining specific approval, unless we are required to satisfy a legal obligation.
With the use of our Web Site, you agree to the collection and use of your personal information as outlined in this privacy policy.
Medical Industries does not collect any personal information about you from your use of the Web Site, except where you have specifically provided us with that information. If you specifically and knowlingly provide any personal information to us via the Web Site, you consent to Medical Industries Australia using that personal information lawfully at it's sole and absolute discression, including for the purpose of of providing promotional and marketing materials by other means. You also agree that you must obtain the consent of any third person whose personal information you post on the Medical Industries Web SIte.
Medical Industries keep a record of the IP addresses from which users access our Web Site. This logged data is used by us for internal administration only, and is used to analyse the ways in which customers use our site. The resulting information assits us to keep improving the level of service we offer, but cannot be used to identify you personally.

Changes to Data/ Privacy Policy

Medical Industries Australia may update the Data/Privacy Policy from time to time without notice. If any changes are made, Medical Industries Australia will make all reasonable effort to bring such changes to the attention of our Web SIte users.The Data/Privacy Policy will be maintained on our Web SIte so that our customers remain aware of the data we collect, and how we use it.

Further Information

For further information please contact us at Medical Industries on 02 9490 6200 or sales@medind.com.au

Currency

All prices quoted on the Medical Industries Australia Web SIte are in Australian Dollars [AUD] only.

E-CommerceTransaction Security

Medical Industries uses a secure online payment gateway. Online payments are made via ANZ eGate Payment Gateway and all credit card details go directly to Australia and New Zealand Banking Group Limited [ANZ]. Medical Industries only receive a confirmation of the total amounts customers have paid.

Electronic mail:

Medical Industries receive and responds to email from our 'Contact Us' facility on our Web Site very regularly. For archival purposes we retain copies of most electronic mail sent to us. Medical Industries does not anticipate that any information contained in email we receive or send will be disclosed to a third party without specific permission of the sender, either expressed or implied.

Delivery:

Customers should allow a a minimum of 14 days for the processing of orders and delivery. Orders for delivery within Australia are forwarded by Courier.

Returned merchandise and Refund Policy:

Medical Industries will replace or refund the full value, including return freight and handling charges any merchandise supplied incorrectly by us, providing we are notified in the first instance, and that the merchandise is returned with 30 days of delivery.
In addition to your statutory rights, if you wish to return a purchase, Medical Industries will issue an exchange voucher [credit note] subject to the following conditions;

  • Proof of purchase.
  • Merchandise is returned to our central store in a pristine and resalable condition.
  • Goods are returned within 30 days of delivery.
  • Customers meet all costs associated with the original delivery freight or postage and the return freight or postage.
  • Customers contact Medical Industries to receive - 'return of goods' instructions.

 

MIA Terms & Conditions of Purchase

 

These terms and conditions apply to sellers engaging with Medical Industries Australia Pty Ltd, and/or their Associated Companies 

1 DEFINITIONS

In these terms and conditions: 

“MIA” means Medical Industries Australia a division of Alpine Medical Pty Ltd (ABN 80124056015) in these Terms and any Contract, unless the contrary intention appears

“Associated Companies” means all companies which (directly or indirectly) control, are controlled by or are under common control of Alpine Medical Albury Pty Ltd

“Products” means Goods and or Services, being the items and /or benefits and or provisions and/or acts and/or deeds, purchased or to be purchased by MIA described in the Order;

“Business Day” means a day that is not a Saturday, Sunday or public holiday in New South Wales or, for deliveries of Products, at the place of delivery

“Intellectual Property” means statutory and other rights in respect of copyright and neighbouring rights, all rights in relation to inventions, patents, plant varieties, registered and unregistered trademarks, registered and unregistered designs, circuit layouts, rights to require information be kept confidential, and other rights arising out of intellectual activity in the industrial, scientific, literary or artistic fields, but does not include moral rights that are not transferable.

“Order” means a purchase order for Products which has been accepted or is deemed to have been accepted by Seller under clause 2.4, but excluding any terms or conditions printed on or referred to in Seller’s Product list, acceptance of an Order or other documentation unless expressly agreed to in writing by MIA

“Agreement” means an agreement between the Buyer and Seller for the supply of the Products constituted by an Order, these Conditions and any agreed variation;

“Conditions” means these terms and conditions of purchase and any variations agreed in writing by the Buyer and the Seller;

 “GST” means any tax including any additional tax imposed on the supply of or payment for Products which is imposed or assessed under any GST Law;

“GST Law” means A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth), and all related and auxiliary legislation;

“Human Safety Information” means any information relating to; the death, serious injury or illness of a person that may have been caused by the use or misuse of the Buyer’s product (a serious injury or illness includes any acute physical injury or illness requiring medical or surgical treatment by, or under the supervision of, a qualified doctor or nurse); or human health and/or wellbeing arising following exposure of humans to the Buyer’s products such as Adverse Event information, including any;

unintended sign (including an abnormal laboratory finding), untoward -medical occurrence in a patient; symptom, or disease (new or exacerbated); reports of patients taking drugs whilst pregnant or breastfeeding; drug abuse or drug withdrawal; medication errors or misuse, including drug overdose, whether accidental or intentional; information received as part of product complaints; failure to produce expected benefits (i.e. lack of efficacy); reports of occupational exposure;  reports of drug interaction; reports of paternal exposure to a MIA Product; clinical investigation subject or consumer, temporally associated with the use of the Buyer’s product, whether or not considered related to the product; and information regarding unexpected therapeutic benefits such as unexpected improvement in a concurrent condition other than the one being treated

“Terms” means these terms and conditions of purchase

“Loss” means any loss, liability, cost (including legal costs as the higher of an indemnity or solicitor-client basis) or expense incurred by the Buyer relating to this Agreement;

(i) Order means a purchase order for Products which has been accepted or is deemed to have been accepted by Seller, but excluding any terms or conditions printed on or referred to in Seller’s Product list, acceptance of an Order or other documentation unless expressly agreed to in writing by MIA ;

(ii) the appointment of a controller, receiver, administrator, official manager, trustee or similar officer of it or of any of its revenues and assets; or

(iii) seeking protection or being granted protection

“Price” means the price for the Products payable by MIA to the Seller, as specified in the relevant Order.

“Buyer” means MIA and any related body corporate (within the meaning of section 50 of the Corporations Act 2001) as specified in the Order;

“Representative” of a party means that party's director, officer, employee, agent, contractors or any associated Third Party

“Specifications” means any technical or other specification relating to the Products referred to in the Order and details of which have been supplied by the Buyer or its Representative to the Seller;

“Sponsor” has the meaning given in section 3 of the Therapeutic Goods Act 1989 (Commonwealth); 

“Seller” means the person who is to supply and / or who sells the Products or provides the Products to the Buyer.

2 BINDING TERMS AND CONDITIONS

2.1 Entire Agreement 

The entire Agreement between the Buyer and the Seller for the purchase of the Products by the Buyer from the Seller is;

(i) these Conditions; 

(ii) any other terms and conditions (including Specifications) incorporated by reference in the Order as long as the Seller has details of those terms and conditions;  

(iii) any other terms and conditions which are imposed by law and which cannot be excluded; 

(iv) any agreed written variation; 

(v) any other applicable written agreement (see clause 2.3) 

2.2 Precedence 

These Conditions shall apply to all contracts for the purchase of Products by the Buyer from the Seller to the exclusion of any terms and conditions or any other materials which the Seller may purport to apply or which are endorsed upon any correspondence or documents issued by the Seller irrespective of their date of communication to the Buyer. 

The Seller may not rely on any representations by the Buyer that are not included in the Agreement. This clause does not limit the operation of clause 2.3 where the parties have signed a separate written agreement that incorporates, includes or refers to these Conditions.

2.3 Other Agreements 

The parties may, but are not obliged to, enter into a separate written agreement relating to the ongoing supply of Products by the Seller to the Buyer.  Where the parties have signed such a separate written agreement that incorporates, includes or refers to these Conditions, the Agreement will include that written agreement.  The order of precedence between these Conditions and the separate written agreement will be as specified in that written agreement, but if no order of precedence is specified then the terms of that written agreement will prevail over these Conditions to the extent of any inconsistency. 

2.4 Acceptance and conflict of terms

The terms of this Purchase Order constitutes an offer to purchase.  The Seller's commencement of work, shipment of the described Products, performance of the described Products, or issuance of a sales acknowledgement shall be deemed an acceptance of this Order.  This Order expressly limits acceptance to the terms set forth herein. 

No terms stated by Seller in accepting this Order shall be binding upon Buyer if inconsistent with or in addition to the terms stated herein unless accepted in writing by Buyer, and Buyer hereby objects to and rejects any such additional or different terms proposed by Seller. If this Order is deemed to be an acceptance of an offer by Seller, such acceptance is limited to the express terms of this Order and is made conditional on Seller's assent to any additional or different terms in this Order. If, however, a written contract is already in existence between Buyer and Seller covering the purchase of the Products, or work, covered hereby, the terms and conditions of said contract shall prevail to the extent that the same may be inconsistent with the terms and conditions hereof.

3 PRICE

3.1 Price of Products Supplied 

The price specified in the Order is firm, and is not subject to increase. 

The applicable Price will be the Price current at the time of acceptance or deemed acceptance of the relevant Order by Seller, provided that if Seller reduces its prices for any Products between the date of acceptance or deemed acceptance of the relevant Order and the date of dispatch, the Price valid at the date of dispatch will apply.

If no price is stated on the Order, the Products, or work, shall be billed at the price last quoted by Seller, or last paid by Buyer to Seller, or at the prevailing market price, whichever is lowest.

The price includes all costs of testing, inspection, labeling, packing, cartons and crating charges for freight and delivery to and off-loading at the destination specified in the Order, unless specifically stated otherwise in the Order.

The Buyer may withhold payment of the Price under any Contract for Products which do not comply with Seller’s obligations under clauses, 4.2, 6.2, 11, and 12.1 or are otherwise defective, and may set­off any amounts owed by Seller to Buyer under any Contract or these Terms against the Price payable by the Buyer under any Contract. 

The Price and any other payments by the Buyer to Seller under these Terms or any Contract are to be made in Australian currency and will be made by bank draft made payable to Seller or, at Seller’s option, direct deposit into an Australian bank account notified by Seller in writing at least two (2) Business Days prior to the due date. 

3.2 GST

The price at which the Products are provided by the Seller to the Buyer does not (unless otherwise stated or agreed in writing) include GST (if any is payable, which must be added to the price and paid by the Buyer as part of the price, and Seller agrees to indemnify Buyer against and reimburse it for any expenditures it may be required to make on account of Seller's failure to pay such taxes and other governmental charges

Each party agrees to do all things that may be necessary to enable or assist the other party to claim any input tax credit, adjustment or refund in relation to GST paid or payable in respect of any supply made under or in connection with these Terms or any Contract.  A party is not obliged to make a payment if the other party does not provide a valid tax invoice.

3.3 Freight 

Unless otherwise stated or agreed in writing, the Seller is responsible for freight and delivery to the destination specified in the Order. 

4 PAYMENT

4.1 Payment Terms 

The Seller will invoice the Buyer at the following times: 

(i) for any Products, at the time that the Products are delivered to the Buyer by, or on behalf, of the Seller; and 

(ii) for any Products, upon completion by the Seller of the Products to be provided to the Buyer 

Despite any payment terms specified on any Seller invoice, the Buyer will pay the Seller’s invoice not less than sixty (60) days from the date of receipt of the relevant Seller’s correct tax  invoice by the Buyer.

4.2 Invoices 

Invoices must be prepared and submit ted using Electronic or Paper invoices, “Business to Business” invoicing and payment will be acceptable providing prior written agreement has been made, and technical interfaces validated.

Each invoice must quote the purchase order number provided by the Buyer and must itemise value added tax or other applicable sales tax as a separate item, where appropriate.

Invoices must detail all Products provided under each invoice and meet the requirements of the GST Law in relation to the issuing of tax invoices. 

The Seller acknowledges that the Buyer may not pay the Seller’s invoice within the timeframe set out in clause 4.1 if the Seller does not comply with this clause.

5 DELIVERY

The Products must be received on the dates and at destination specified in the Order. Time is of the essence. If the Seller fails to meet any such delivery date, the Buyer may, without limiting its other rights and remedies, cancel all or part of the Order.

5.1 Indemnity and Release

The Seller must defend, indemnify and hold the Buyer, its affiliated companies, and their representatives, successors, and assigns harmless from and against any and all claims, suits, actions, liabilities, loss, judgments or damages, whether ordinary, special or consequential arising directly or indirectly from or in connection with: 

(i) the acts, negligence, omissions or wilful misconduct of the Seller;

(ii) the Products supplied; 

(iii) a breach of any of the Seller’s warranties or any other term of the Agreement;

(iv) the Seller’s negligent, unauthorised or wrongful acts or omissions with regard to the use or installation of hazardous materials; 

(v) a claim that any Products supplied to the Buyer infringe upon or misappropriate any patent, copyright, trade mark, trade secret or other intellectual property interest of another; or 

(vi) a claim of any lien, security interest or other encumbrance made by a third party.

6 TERMINATION

6.1 Without Cause

The Buyer may, at any time, terminate the Order, in whole or in part, without cause, upon written notice to the Seller. Following upon any such termination the Seller shall, to the extent specified by the Buyer, stop all work on the Order, and cause its Sellers and subcontractors to stop work. Charges for any such termination of the Order will be limited to actual non-recoverable costs incurred by the Seller which the Seller can demonstrate were properly incurred prior to the date of termination. In no event shall such reimbursement include anticipated profits for undelivered Products or unperformed work.

6.2 With Cause

The Buyer may terminate the Order, in whole or in part, if the Seller:

(i) fails to make delivery of the Products or perform the work within the time specified in the Order; 

(ii) fails to replace defective Products in accordance with these Conditions; 

(iii) fails to perform any other term specified in these Conditions; or 

(iv) is unable to pay its debts as they fall due; or

(v) is wound-up, dissolved, liquidated, or re­organised, other than to reconstruct or amalgamate while solvent on terms approved by the other party; or

(vi) appoints a controller, receiver, administrator, official manager, trustee or similar officer of it or of any of its revenues and assets; or

(vii) seeks protection or is granted protection from its creditors, under any applicable legislation; or 

(viii) becomes insolvent, files or has filed against it a petition in bankruptcy, or makes an assignment for the benefit of creditors; or 

(ix) any corporate or business steps are taken or legal proceedings are started which may inconvenience compromise the Buyer.

In the event of termination, if Seller is in possession of any Products or items belonging to Buyer, Buyer may enter any premises of Seller to retrieve such Products or items.  

Without prejudice to any other remedy, if Seller breaches any of the terms of the Order, Buyer may, at its election, carry out or have carried out at Seller's expense such work as is necessary to make the Products conform to the Order.

Further, in the event of termination under this clause, the Seller will not be entitled to any further payment for Products, or work, regardless of any activities undertaken or agreements with additional third parties entered into prior to termination

7 THE BUYER’S PROPERTY

All drawings, specifications, artwork, data, material, supplies, equipment, tooling, dies, moulds, fixtures, and patterns furnished or paid for by the Buyer, shall be the Buyer’s exclusive property, and shall be used by the Seller only in performance of the Order. Such property, while in the Seller’s custody and control, shall be held at the Seller’s sole risk and, upon the Buyer’s request, shall be returned to the Buyer in good condition, normal wear and tear excepted

8 POLICIES AND PROCEDURES

The Buyer shall notify the Seller of relevant policies/procedures which may be applicable from time to time and which the Seller must follow in the supply of Products in the Agreement. The Buyer shall provide copies of such policies/procedures where appropriate.

9 REPORTING

9.1 Product issue reporting

(i) The Seller must notify the Buyer by telephone (immediately confirmed in writing), email or facsimile transmission immediately after it becomes aware of any information (whether credible or otherwise) which may give rise to a recall of the Buyer’s product.

(ii) Without limiting clause 9.1(i), the Seller must notify the Buyer as soon as is practicable after it becomes aware of any adverse publicity or threatened or pending legal proceedings with respect to the Buyer’s product or of any other information that might adversely impact upon the goodwill associated with the Buyer or the Buyer’s product. 

9.2 Pharmaceutical 

For any products currently or previously ordered by the Buyer, the Seller will report Human Safety Information, quality complaints, or suspected counterfeits to MIA as required by clause 9.1(i) within 24 hours of initial awareness.

10 PRODUCT RECALL

10.1 Buyer to manage product recall 

Any decision relating to a recall of the Buyer’s product (including any decision relating to the initiation or implementation of or strategy relating to a recall of the Buyer’s product) will be made at the discretion of the Buyer or, where the relevant product is a pharmaceutical product and the Buyer is not the Sponsor, the Sponsor unless otherwise directed by a relevant regulatory authority. 

The Seller must not initiate, implement or take any action in relation to a recall of the Buyer’s product without the prior consent of the Buyer or, where the relevant product is a pharmaceutical product and the Buyer is not the Sponsor, the Sponsor. 

10.2 Reimbursement of recall costs 

The reasonable costs incurred by the Seller, including the Seller’s management costs, in connection with the recall of the Buyer’s product will be borne by the Buyer, except where the conduct of the Seller or its Representatives it has engaged has caused or contributed to the recall of the Buyer’s product (in which case the reasonable costs incurred by the Buyer in connection with the recall of the Buyer’s product will be borne by the Seller).

To the extent that a party pays costs in connection with the recall of the Buyer’s product for which the other is responsible, the other party must, after receiving a written request together with sufficient evidence to substantiate the request for reimbursement from the first party, reimburse the first party with seven days.

11 ANTI BRIBERY AND CORRUPTION  

The Buyer requires compliance with the highest ethical standards and all anti-corruption laws applicable in the countries in which the Buyer (whether through a third party or otherwise) conducts business, including but not limited to applicable anti-corruption laws of Australia.

The Seller acknowledges that all transactions with the Buyer are to comply with the requirements defined in AS 8001—2008 Fraud and Corruption Control and agrees to perform its obligations under these Conditions in accordance with the principles set out therein.  

The Seller acknowledges that they, or their Representatives will not directly or indirectly offer or pay, or authorise any offer or compensation, of any money or anything of value to improperly or corruptly seek to influence any Government Official or any other person in order to gain an improper business advantage, and that the Seller, or their Representatives, has not accepted, and will not accept in the future, any such offer or compensation.

11.1 Ethical Standards and Human Rights

The Seller shall ensure that it has ethical and human rights policies and an appropriate complaints procedure to deal with any breaches of such policies. 

Unless otherwise required or prohibited by law, the Seller warrants that: 

(i) it does not employ engage or otherwise use any child labour in circumstances such that the tasks performed by any such child labour could reasonably be foreseen to cause either physical or emotional impairment to the development of such child. 

(ii) it does not use forced labour in any form (prison, indentured, bonded or otherwise) and its employees are not required to lodge papers or deposits on starting work; 

(iii) it provides a safe and healthy workplace, presenting no immediate hazards to its employees, any housing provided by the Seller to its employees is safe for habitation, and it provides access to clean water, food, and emergency healthcare to its employees in the event of accidents or incidents at the Seller's workplace; 

(iv) it does not discriminate against any employees on any ground (including race, religion, disability or gender); 

(v) it does not engage in or support the use of corporal punishment, mental, physical, sexual or verbal abuse and does not use cruel or abusive disciplinary practices in the workplace; 

(vi) it complies with the laws on minimum wage, working hours, legally mandated benefits, and employment rights, or a fair representation of the prevailing industry norms (whichever is the better), in the countries in which it operates, including ; and

(vii) it is respectful of its employees’ right to join and form independent trade unions and freedom of association

12 General 

12.1 Warranties

Seller represents and warrants that:

(i) in entering into and performing its obligations under these Terms and any Contract it is not, and will not be, in breach of any relevant laws or regulations or any obligation owed to another person;

(ii) there is no current, pending or threatened litigation, arbitration, investigation, inquiry or proceeding in which it is involved that will or may have an adverse effect on its ability to supply the Products in accordance with these Terms or any Contract;

(iii) it has all necessary licences, approvals, permits and consents to supply the Products in accordance with these Terms and any Contract 

(iv) the Products supplied under these terms are fit for purpose and will remain fit for purpose for as long as may be reasonably expected and meet the Buyer’s requirements and specifications, both stated and implied

(v) the Products and any dealing between the Buyer and the Seller complies with all laws, regulations, industry standards (including applicable Australian and International Standards) and codes of conduct in Australia and any other relevant jurisdiction relating to the nature, methods of production including those relating to manufacture, storage, packaging, labelling and transportation. 

(vi) it has the necessary skills, experience, qualifications, resources, technology and know­how to supply the Products and all work will be performed properly, in a workmanlike manner and in accordance with the Buyer's specifications and in accordance with these Terms and any Contract using personnel who hold all applicable licenses, registrations and trade certificates ;

(vii) and that the use or sale of the Products delivered hereunder shall not infringe any patent, trademarks, copyright, or any other intellectual property rights of any third party.

(viii) upon delivery the buyer will obtain absolute and unencumbered legal and beneficial ownership of the Products.

(ix) The Seller undertakes to update these Representations or Warranties if (during the performance of the agreement) the Seller, or any of its Representatives who will be primarily responsible for performing under the agreement, or a familial relative of such a Representative, becomes a Government Official or if a Government or Government Official becomes an owner of the Seller.

The Buyer reserves the right upon reasonable notice (unless inspection is for cause, in which case no notice shall be necessary) to enter upon the Seller's premises to monitor compliance by the Seller of the warranties set out in this Section and the Seller shall, subject to compliance with law, furnish the Buyer with any relevant documents requested by the Buyer in relation thereto

12.2 Intention

In these Terms and any Contract, unless the contrary intention appears: 

(i) a person includes a corporation, unincorporated association, partnership, joint venture or public, statutory or governmental association or agency;

(ii) a statute or regulation includes an amendment, replacement or re-enactment of that statute or regulation;

(iii) a reference to dollars is to Australian Dollars;

(iv) the word “including” and similar expressions are not words of limitation;

(v) a reference to conduct includes any omission and any statement or undertaking, whether or not in writing; and

(vi) where an act is to be performed on a day that is not a Business Day, the act will be required to be performed on the following Business Day. 

(vii) the Seller must not register these Terms and any Contract as a security interest (as defined in the PPSA) against The Buyer without first obtaining The Buyer’s written consent.  Such consent may be withheld by The Buyer in its absolute discretion. 

(viii) any notice in connection with these Terms or any Contract will be deemed to have been duly given when made in writing and delivered or sent by email, facsimile or post to the party to whom such notice is intended to be given, at the address or facsimile number of that party specified in the Contract or to such other address or facsimile number as may from time to time be notified in writing to the other party. 

(ix) if any provision of these Terms or any Contract is invalid, illegal or unenforceable, these Terms or the Contract (as applicable) take effect (where possible) as if they did not include that provision. 

(x) each provision of the Agreement is severable. Severance does not affect any other provision. 

(xi) failing to insist on strict performance on any terms of the Agreement is not a waiver of any later breach or default.

(xii) any failure by Buyer to insist upon strict performance by Seller of any provision in these Terms or any Contract will not be taken to be a waiver of any existing or future rights of The Buyer in relation to the provision. 

(xiii) seller must not assign or otherwise deal with its rights or obligations under these Terms or any Contract without the prior written consent of The Buyer. 

(xiv) these Terms (together with the Contracts) contain the entire agreement of the parties with respect to their subject matter and may only be amended in writing. 

(xv) neither these Terms nor any Contract create a relationship of agency, partnership, joint venture or employment between the parties. Neither party has any authority to act for or incur any liability or obligation on behalf of the other party in any manner.  The Seller remains an independent contractor of the Buyer, nothing in these Conditions constitute any other type of relationship between the parties.

(xvi) the parties agree that the United Nations Convention on Contracts for the International Sale of Products applies to any supply under these Terms, except where the UN Convention contradicts these Terms, or the Laws or jurisprudence of New South Wales or any Contract, in which case the Terms and Laws take precedence.

12.3 Conditions of Assignment, Subcontracting or Advertising

The Seller must obtain the Buyer’s consent in writing before it:

(i) assigns its rights or subcontracts any obligation under the Agreement; or 

(ii) advertises or publishes anything concerning the Agreement.

12.4 Seller must maintain insurance

During the period of the Agreement and while the Seller has the risk in the Products, the Seller must, at its expense:

(i) maintain product liability insurance with a reputable insurer for at least $10 million or greater amount specified in the Order; and 

(ii) insure the Products with a reputable insurer for their full replacement cost. The Seller must on the Buyer’s request, produce satisfactory evidence of the insurance. Any limitation in the policy shall not be construed as a limitation on the Seller’s liability. 

12.5 Variation must be Writing and Notified 

The Buyer may by writing, amend, supplement or replace any Order, Specification or these Conditions.  The changes then apply to any Agreement as the Buyer notifies after the date of change. 

12.6 Termination and Compensation

Buyer shall be entitled to terminate this Agreement immediately on written notice to the Seller, if it fails to perform its obligations in accordance with this Agreement.  The Seller shall have no claim against the Buyer for compensation for any loss of whatever nature by virtue of the termination of this Agreement in accordance with this clause. To the extent (and only to the extent) that the laws of Australia provide for any such compensation to be paid to the Seller upon the termination of this Agreement, the Seller hereby expressly agrees to waive (to the extent possible under the laws of Australia) or to repay to the Buyer any such compensation. 

12.7 Governing Law

These Terms and all Contracts are governed by the laws of New South Wales, Australia.  The parties agree to submit to the non­exclusive jurisdiction of the courts of New South Wales, Australia