Standard Terms & Conditions

1. Definitions
In these Standard Terms and Conditions (“Terms”) “the Seller” means Orthodynamics Pty Ltd ACN 151 850 252, and “the Buyer” means the person purchasing, consigning, renting or leasing the goods or purchasing the services the subject of the order made by the Buyer (the “Product” and “Order” respectively).

2. Effect
(a) An Order is made on and subject to these Terms and the Buyer’s signature to the Order indicates that the Buyer has read and approved and fully accepts these Terms and the design, layout and specifications submitted.
(b) No variation of these Terms shall be effective unless evidenced in writing and signed by a Director of the Seller. No other representative of the Seller has power to vary or waive these
Terms.
(c) The agreement to purchase the Products consists of these Terms and the Order.
(d) Nothing in these Terms excludes, restricts or modifies or has the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied under law (including the Australian Consumer Law (ACL) contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth)) and which by law cannot be excluded, restricted or modified.
(e) The Seller may accept any Order for the supply of Products in whole or in part or decline any Order.

3. Price
(a) Prices quoted are ex-warehouse in accordance with clause 8(a) and those prevailing at the date of the despatch (“Quotation”). The Quotation is subject to change without notice. Any increase in or reduction to the Quotation caused by a genuine error or omission or for any reason beyond the control of the Seller, shall be accepted by the Buyer.

(b) All prices are, where relevant, subject to GST at the rate prevailing at the time of invoicing.
(c) Any work carried out by the Seller at the request of the Buyer which is not included in the Quotation shall be paid for separately and not as an inclusive figure unless otherwise agreed in writing by the Seller.

4. Payment
(a) The  Buyer will pay the price quoted in the Order and any other applicable taxes, levies, duties or charges (including GST if applicable) in respect of the Products (“Purchase Price”).
(b) Payment will be in the currency indicated on the Order.
(c) If the Buyer does not pay the Purchase Price by the due date for payment the Buyer will be in default of these Terms and, without limiting any of its other rights,  the Seller reserves the right to charge interest at the rate of 8% over the current CPI rate in Australia per month on overdue accounts. The Buyer must pay such interest to the Seller upon demand.
(d) Payment terms are 30 days from the date of invoice unless otherwise agreed in writing.

5. Delivery
(a) It is the Buyer’s responsibility to arrange all deliveries unless otherwise agreed in writing.
(b) The Seller will use its best endeavors to adhere to delivery dates quoted but time shall not be of the essence of any Order. In no circumstances shall the Seller be liable for loss or damage arising from any delay in delivery howsoever caused.
(c) If the Buyer is unwilling or unable to accept the delivery on the date when it falls due, the Seller shall nevertheless have the right, in addition to any other rights granted by these Terms, to charge an additional delivery charge.

6. Performance
(a) The supply of the Products to the Buyer does not include installation of the Products by the Seller, electrical, or other work unless specifically included in an Order.
(b) Where the Order requires the Seller to install any Products  the Seller will install the Products with due care and skill but shall not be held liable for accidental breakage or other damage howsoever occurring (except that occurring as a result of the negligence of the Seller, its servants or agents).
(c) In the event of any Products requiring attention or exchange after completion of the installation for reasons not the fault of the Seller, whether installation was performed by the Seller or otherwise, the Buyer shall be responsible for payment in respect to the additional costs incurred as a result of such work.

7. Intellectual Property
The Buyer acknowledges that all intellectual property rights (including but not limited to copyright, design rights, trade marks or other intellectual property) in the Product and any modification, adaptation or derivation thereof developed by the Buyer will remain the property of the Seller.

8. Property and Risk
(a) Risk in the Products passes to the Buyer (including for insurance purposes) after the Products are collected from the Seller’s Sydney warehouse.
(b) Notwithstanding delivery and passing of risk, the property in the Products supplied by the Seller under an Order shall remain with the Seller until the Buyer has paid all monies owed by it to the Seller under the Order, including without limitation where there has been part-payment in respect of an Order.

9. Personal Property Securities Act 2009 (Cth) (PPSA)
(a) Clause 9 will apply in relation to clauses 8 and 16 of these Terms if these Terms are in effect when the PPSA comes into force.
(b) The terms Commercial Consignment, Financing Change Statement, Financing Statement, Proceeds, Purchase Money Security Interest, PPS Lease, PPS Register, Registrar, Security Agreement and Security Interest have the meanings given in the PPSA.
(c) For so long as any of the monies owing by the Buyer to the Seller under the Order remain unpaid, or for so long as the Products are  consigned, rented or leased, the Buyer acknowledges that:
(i) by virtue of clauses 8(b) and/or 16(d) of the Terms, the Seller has a Security Interest in the Products and their Proceeds under the PPSA and these Terms constitute a Security Agreement that covers the Products for the purposes of the PPSA;
(ii) the Seller’s Security Interest under clause 8 secures all monies owing by the Buyer to the Seller under a relevant Order;
(iii) the Buyer shall hold the Proceeds from the sale of any of the Products on trust for the Seller;
(iv) the Buyer will not grant or seek to grant any Security Interest in the Products adverse to the Security Interest of the Seller;
(v) to the extent that a Security Interest secures payment of the amounts owing in relation to the Products or is a PPS Lease or a Commercial Consignment, the Seller’s Security Interest over the Products and their Proceeds is a Purchase Money Security Interest;
(vi) the Seller’s Security Interest attaches to the Products when the Buyer attains possession of the Products;
(vii) it must keep the Products separate from other goods and maintain the labeling and packaging of the Seller so that the Products are readily identifiable as the property of the Seller;
(viii) failure to comply with the requirements under 9(c)(vii) will not affect the Seller’s Security Interest in the Products and the Seller will continue to hold a Security Interest in the Products in accordance with and subject to the PPSA, notwithstanding that the Products may be processed, comingled or become an accession with other goods; and
(ix) the Seller may apply to register a Security Interest in the Products at any time before or after delivery of the Products.  To the extent permissible under the PPSA, the Buyer waives its right to receive notice of any verification of the registration.
(d) In relation to all Security Interests governed by these terms, the Buyer undertakes to:(i) execute all documents and provide all information which the Seller may require to register, amend or update a Financing Statement or Financing Change Statement in relation to a Security Interest on the PPS Register;
(ii) indemnify and upon demand reimburse the Seller for all expenses incurred in registering a Financing Statement or Financing Change Statement in relation to Security Interests on the PPS Register or releasing any Security Interests, including any maintenance or other fees the Seller is required by the Registrar to pay under the PPSA;
(iii) not register or permit to be registered a Financing Change Statement in the Products without the prior written consent of the Seller; and
(iv) provide the Seller with not less than 7 days prior written notice of any proposed change in the Buyer’s name, address, contact numbers, business practice or any other such change in the Buyer’s details registered on the PPS Register to register a Financing Change Statement if required.(e) If the Buyer defaults under these Terms, the Seller is and will be entitled at any time to demand the return of the Products subject to Security Interests under these Terms, and the Buyer must do all things necessary to immediately permit the Seller, without notice and without liability to the Seller, to enter and access any premises occupied by the Buyer in order to search for, locate, identify retrieve and remove those Products in which the Seller has a Security Interest.(f) To the extent permitted by the PPSA, the Seller and the Buyer agree that sections 95, 117, 118, 121(4), 123, 125, 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA do not apply to the enforcement by the Seller of its Security Interest(s) in the Products.
(g) In addition, to the extent permitted by the PPSA, if there is any inconsistency between the Seller’s rights under clause 9(e) and its rights under Chapter 4 of the PPSA, clause 9(e) prevails.

10. Warranties
To the fullest extent permitted by law and subject to clause 2(d) of these Terms, all representations, conditions and warranties implied by law or statute in respect of the Products are hereby excluded, and the Seller’s liability for any breach of any such non-excludable representation, condition or warranty is limited to, at the Seller’s option, the repair or the replacement of the Product or a refund of the cost of the Product.

11. Limitation of liability
Notwithstanding any other clause of these Terms, and to the maximum extent permitted by law, the Seller will not in any situation or event be liable or responsible for, and the Buyer waives any claim against the Seller for any direct, special, incidental, indirect or consequential loss, damages, cost or expense of any kind or nature including, without limitation, loss of use, loss of profits, loss of earnings, loss of business, increased expense of operation, loss of savings or other economic damages of any kind, whether incurred by the Buyer or any third parties, in connection with the Product or an Order, and whether arising under contract, tort (including negligence), statute or otherwise.

12. Force Majeure
The Seller shall not be liable for delays in delivery or non-delivery of any Product resulting from any cause beyond its control including, without limitation, an act of God, fire, flood, strike, lockout, factory shutdown or alteration, act of civil or military authority, priority request, order of any national or local government or any department, agency or representative thereof, insurrection, riot, war, embargo, transportation shortage or delay, whether accident, wreckage or inability to obtain labour, materials or piece goods from their respective usual sources.

13. Indemnity
The Buyer will indemnify the Seller and continue to indemnify the Seller against all and any losses, costs, expenses and damages whatsoever and howsoever incurred by the Seller in connection with, or arising out of, a breach by the Buyer of any provision of these Terms.

14. Legal Construction
(a) Every Order and these Terms shall be construed in accordance with the laws of New South Wales, Australia.
(b) If any part of these Terms is held by any Court or Tribunal to be unenforceable or void, this shall not affect the remainder of the Terms, which shall continue in full force and effect.

15. Catalogue Numbers
(a) The Buyer must quote the full and correct catalogue numbers on all Orders
(b) The use of incorrect catalogue numbers by the Buyer may result in the wrong product being despatched.

16. Consigned/Rented/Leased Products
Any Products consigned, rented or leased to a Buyer are and shall remain the property of the Seller.  As such:
(a) the Buyer shall not lend or give the Products to any person;
(b) the Buyer shall not remove the Products from the area agreed for distribution under an Order without the written consent of the Seller;
(c) for the avoidance of doubt,  clause 8(a) applies to any Products that are consigned, rented or leased to a Buyer; and
(d) the property in the Products shall remain with the Seller for so long as the Products are consigned, rented or leased to the Buyer.

17 Cancellations and Returns
(a) The Buyer cannot cancel an Order without the prior written consent of the Seller
(viii) failure to comply with the requirements under 9(c)(vii) will not affect the Seller’s Security Interest in the Products and the Seller will continue to hold a Security Interest in the Products in accordance with and subject to the PPSA, notwithstanding that the Products may be processed, comingled or become an accession with other goods; and
(ix) the Seller may apply to register a Security Interest in the Products at any time before or after delivery of the Products.  To the extent permissible under the PPSA, the Buyer waives its right to receive notice of any verification of the registration.
(d) In relation to all Security Interests governed by these terms, the Buyer undertakes to:
(i) execute all documents and provide all information which the Seller may require to register, amend or update a Financing Statement or Financing Change Statement in relation to a Security Interest on the PPS Register;
(ii) indemnify and upon demand reimburse the Seller for all expenses incurred in registering a Financing Statement or Financing Change Statement in relation to Security Interests on the PPS Register or releasing any Security Interests, including any maintenance or other fees the Seller is required by the Registrar to pay under the PPSA;
(iii) not register or permit to be registered a Financing Change Statement in the Products without the prior written consent of the Seller; and
(iv) provide the Seller with not less than 7 days prior written notice of any proposed change in the Buyer’s name, address, contact numbers, business practice or any other such change in the Buyer’s details registered on the PPS Register to register a Financing Change Statement if required.
(e) If the Buyer defaults under these Terms, the Seller is and will be entitled at any time to demand the return of the Products subject to Security Interests under these Terms, and the Buyer must do all things necessary to immediately permit the Seller, without notice and without liability to the Seller, to enter and access any premises occupied by the Buyer in order to search for, locate, identify retrieve and remove those Products in which the Seller has a Security Interest.
(f) To the extent permitted by the PPSA, the Seller and the Buyer agree that sections 95, 117, 118, 121(4), 123, 125, 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA do not apply to the enforcement by the Seller of its Security Interest(s) in the Products.
(g) In addition, to the extent permitted by the PPSA, if there is any inconsistency between the Seller’s rights under clause 9(e) and its rights under Chapter 4 of the PPSA, clause 9(e) prevails.

10. Warranties
To the fullest extent permitted by law and subject to clause 2(d) of these Terms, all representations, conditions and warranties implied by law or statute in respect of the Products are hereby excluded, and the Seller’s liability for any breach of any such non-excludable representation, condition or warranty is limited to, at the Seller’s option, the repair or the replacement of the Product or a refund of the cost of the Product.

11. Limitation of liability
Notwithstanding any other clause of these Terms, and to the maximum extent permitted by law, the Seller will not in any situation or event be liable or responsible for, and the Buyer waives any claim against the Seller for any direct, special, incidental, indirect or consequential loss, damages, cost or expense of any kind or nature including, without limitation, loss of use, loss of profits, loss of earnings, loss of business, increased expense of operation, loss of savings or other economic damages of any kind, whether incurred by the Buyer or any third parties, in connection with the Product or an Order, and whether arising under contract, tort (including negligence), statute or otherwise.

12. Force Majeure
The Seller shall not be liable for delays in delivery or non-delivery of any Product resulting from any cause beyond its control including, without limitation, an act of God, fire, flood, strike, lockout, factory shutdown or alteration, act of civil or military authority, priority request, order of any national or local government or any department, agency or representative thereof, insurrection, riot, war, embargo, transportation shortage or delay, whether accident, wreckage or inability to obtain labour, materials or piece goods from their respective usual sources.

13. Indemnity
The Buyer will indemnify the Seller and continue to indemnify the Seller against all and any losses, costs, expenses and damages whatsoever and howsoever incurred by the Seller in connection with, or arising out of, a breach by the Buyer of any provision of these Terms.

14. Legal Construction
(a) Every Order and these Terms shall be construed in accordance with the laws of New South Wales, Australia.
(b) If any part of these Terms is held by any Court or Tribunal to be unenforceable or void, this shall not affect the remainder of the Terms, which shall continue in full force and effect.

15. Catalogue Numbers
(a) The Buyer must quote the full and correct catalogue numbers on all Orders
(b) The use of incorrect catalogue numbers by the Buyer may result in the wrong product being despatched.

16. Consigned/Rented/Leased Products
Any Products consigned, rented or leased to a Buyer are and shall remain the property of the Seller.  As such:
(a) the Buyer shall not lend or give the Products to any person;
(b) the Buyer shall not remove the Products from the area agreed for distribution under an Order without the written consent of the Seller;
(c) for the avoidance of doubt,  clause 8(a) applies to any Products that are consigned, rented or leased to a Buyer; and
(d) the property in the Products shall remain with the Seller for so long as the Products are consigned, rented or leased to the Buyer.

17 Cancellations and Returns
(a) The Buyer cannot cancel an Order without the prior written consent of the Seller.
(b) The return of Products to the Seller cannot be accepted without prior written authority from the Seller. Products ordered in error which are accepted by the Seller for credit will be subject to a handling charge.
(c) If the Seller agrees to accept returned Products under paragraph (b) of this clause, the Buyer must return the Products to the Seller’s place of business referred to in the Order.

Latest News

3D Printer Used To Make Woman’s Hip Joint

Our aMace implant was featured on Sky News this morning, covering a story of a

read more

Orthodynamics will be exhibiting at EFORT 2014 in London 4th – 6th June 2014

Orthodynamics part of the Summit Medical Group is pleased to announce that it will be exhibiting

read more

Inspiring story of Osseointegration surgery and Integral Leg Prosthesis

Follow this link to gain an insight into the life of the inspiring, Miranda Cashin.

read more

Orthodynamics brings the aMace®, a new standard of custom implant solutions exclusively for Australia

Orthodynamics Pty Ltd, are proud to announce the exclusive launch of the aMace® Acetabular Revision System,

read more

Appointment of a new Chief Executive Officer for The Summit Medical Group

Orthodynamics is pleased to announce that Daniel Bee has now joined as the new Chief

read more

Australian Orthotic Prosthetist Association Meeting

Orthodynamics Pty is pleased to announce that it will be exhibiting at the upcoming AOPA

read more

New Sales Agents

Orthodynamics welcomes Andrew Stubbs to our team of Sales Agents. He brings a wealth of Orthopaedic

read more

Osseointegration Congress – continued advancements in rehabilitation and pain management

Between the 2nd and 4th November Orthodynamics Pty acted as Gold Sponsor for the Osseointegration – continued

read more

Orthodynamics Pty to sponsor Osseointegration Congress

Orthodynamics Pty are delighted to announce that they are to act as Gold Sponsor for

read more