A.B.N. 27102379895

1. Interpretation. In this Agreement the following definitions shall apply:
IVT” means In Vitro Technologies Pty Ltd ABN 27102379895 and its substitutes, successors, assigns and agents;
ACL” means the Australian Consumer Law, Sch 2 of the Competition and Consumer Act 2010 (Cth). “Contract Goods” means the goods ordered by the Purchaser from IVT as stipulated on the Quotation.
Custom Import Duty” means any import costs or otherwise imposed on IVT by Customs for the import of the Contract Goods. "Default Interest Rate” means the 3 month average Bank Bill Swap rate (BBSW) published by the ASX.
Loss” means any loss, liability, damage, expense or cost whatsoever and includes (without limitation) indirect or consequential loss or damage, loss of profits or business opportunity, and damage to equipment or property.
PPSA” means Personal Property Security Act 2009 (Cth)

2. Price.
2.1. Prices quoted for Contract Goods are based on information available to IVT at the time of the Quotation (“Quoted Price”). IVT reserves the right to amend the Quoted Price at any time prior to acceptance of the order by IVT or otherwise in accordance with this clause 2.
2.2. IVT is permitted to vary the Quoted Price, unilaterally by notice in writing to the Purchaser to incorporate the increased cost to IVT to supply the Contract Goods due to: variations in; the rate of exchange (see Clause 2.4), the rate of Customs’ duty (Clause 2.5), any applicable tax, including GST or delivery costs (Clause 2.7), or any bona fide, direct and reasonable cost increase from a third party supplier since the date of the quotation (subject to the provision of open book costing and evidence being provided to the Purchaser on request).
2.3. Goods and Services Tax (GST). All prices quoted are exclusive of GST unless expressly stated otherwise.
2.4. Rates of Exchange. Prices quoted are based on currency rates of exchange at the time of quotation. Any variation in excess of 5% from that rate of exchange at the time of delivery may result in a variation of the Quoted Price (the “Variation Amount”) to reflect the change in exchange rates as determined by IVT, acting reasonably. .
2.5. Customs Import Duty. Should Customs Import Duty prices be requested and subsequently quoted by In Vitro, it is understood by the Purchaser that such prices are based on the Contract Goods being indented from overseas against the Purchaser's order. It is then the responsibility of the Purchaser to provide In Vitro with the necessary documentation from Customs to enable the items ordered to be brought into Australia Duty Free. Where duty fees are imposed for any reason whatsoever the Purchaser understands that it is responsible for these and that this will be added to the Quoted Price.
2.6. “Ex-Stock”. All Contract Goods quoted "ex stock" are subject to prior sale. For those items quoted on an indent basis, the delivery time is based upon IVT’s knowledge at the time of quotation.
2.7. Delivery costs. The Purchaser is responsible for all delivery and transport costs in addition to the Quoted Price of the Contract Goods unless expressly stated otherwise.
2.8. Activation. In order to receive this discounted pricing, please ACTIVATE YOUR QUOTE by contacting IVT Customer Support on either: Phone: 1300 552 003 Fax: 1300 552 004 Email: OR when placing an order for the goods on this quotation, please ensure you quote the quotation number.

3. Payment.
3.1. Payment for Contract Goods must be made without set off or deduction, within 30 days from the date of the invoice.
3.2. If the Purchaser fails to make any payment to IVT by the date due for payment, IVT may, at its sole discretion (and without prejudice to any other rights or remedies available to it) require the Purchaser to pay, on demand, default interest on any amount outstanding at the Default Interest Rate accruing on a daily basis from the due date for payment until the date when payment is actually made. The Purchaser will also be liable to pay all expenses and costs (including legal costs on a solicitor-client basis) in connection with IVT recovering or attempting to recover any overdue amount.
3.3. IVT may refuse to deliver Contract Goods ordered by the Purchaser if payment of any monies owing to IVT by the Purchaser is in arrears, notwithstanding that IVT has accepted any relevant Order or any monies in partial fulfilment for that Order.

4. Deposit.
Where stipulated in the body of the quote that a deposit is payable, the Purchaser must pay the deposit within 14 days of a request from IVT. Where the Purchaser is in breach of this Agreement and IVT terminates this Agreement as a result, the deposit will be forfeited to IVT. Until such time as deposit is received or order quote activated.

5. Delivery and Risk.
5.1. Unless otherwise specified by IVT, the delivery point shall be IVT’s premises (“Delivery”) and no failure or refusal by the Purchaser to take possession of any Contract Goods shall affect the time of Delivery. Risk will pass to the Purchaser on delivery of the Contract Goods to the Purchaser.
5.2. Any time stated for Delivery on an Order Form or otherwise is an estimate only however IVT will use its reasonable endeavours to ensure Delivery by the estimated delivery date.
5.3. IVT will in no event be liable for any late Delivery or Loss sustained as a result or consequence, where the delay is caused by any event outside the reasonable control of IVT. If a delay to Delivery is caused by an event within IVT’s control, IVT must notify the Purchaser on becoming aware of the delay, and the parties must meet to negotiate appropriate measures to overcome the delay.
5.4. IVT shall not be responsible or liable for any loss or damage to any Contract Goods, or any Loss or damage that the Purchaser may suffer in relation to the transport of the Contract Goods.
5.5. At its discretion, IVT may store Contract Goods that have been ordered by the Purchaser and delivered to IVT, until such time as the Purchaser is ready to take delivery of the Contract Goods or IVT refuses to continue to store the Contract Goods (whichever occurs sooner). The Purchaser will be liable for all reasonable costs incurred by IVT in storing the Contract Goods from the time of Delivery.

6. Notification of Defects and Returns.
6.1. The Customer must inspect the Contract Goods as soon as reasonably practicable after Delivery to determine whether there are any breakages or short deliveries. All breakages and short deliveries must be notified to the IVT Customer Support team within 72 hours of Delivery in writing (“Notice”)..
6.2. Subject to the Customer’s rights under the ACL, and the warranties in clause 7, only Contract Goods supplied in error or that are faulty will be considered for a refund or return.
6.3. Where IVT otherwise agrees with the Purchaser to permit a refund in its absolute discretion, the return may be subject to a the payment of reasonable charge or cost incurred or otherwise levied by In Vitro.

7. Warranty.
To the extent that the Purchaser is a consumer under the ACL for the purposes the supply of the Contract Goods by IVT under this Contract, clauses 7.1-7.2 do not apply.
7.1. Except as expressly set out in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement..
7.2. The Contract Goods referred to in this quotation are warranted for a period as indicated in the body of the quote from the date of dispatch unless otherwise stated. Should any of the Contract Goods fail due to any defect in materials or workmanship, IVT undertakes to repair, free of charge. IVT does not warrant against failure of any component of the Contract Goods which is consumed in the normal operation of the Contract Goods including, but not restricted to lamps or illumination sources, thermocouples, electrical heaters or elements, batteries and items solely or partly manufactured from glass, silica or ceramic material. In any event this warranty does
not apply to any fault in the Contract Goods which results from the negligence or malpractice of the Purchaser, its employee’s, agents or any third party. The warranty does not apply to realignment or re-calibration of any Contract Goods, where the need for such re- alignment or re-calibration results from the ordinary use of the product.

8. Commissioning.
Commissioning shall not be carried out by IVT, unless previously agreed in writing by IVT. Where installation and commissioning is agreed to by IVT, it is the Purchaser’s responsibility to provide all services and utilities required, including but not restricted to; electrical, water, air and waste connections. Where special handling or lifting equipment is required all costs and risk shall be borne by the Purchaser, except to the extent any damage or liability is caused or contributed to by IVT.

9. Modifications.
If the Purchaser desires to make further modifications, it must obtain written permission from the manufacturer in advance before doing so. Despite any consent provided by the manufacturer, all modifications are affected at the risk of the Purchaser.

10. Extension of benefits.
Each and every limitation or exclusion of liability and each, release, indemnity or similar provision in this document benefiting IVT, is also available to and is accepted by IVT as trustee and agent for, each of its directors, employees, agents and sub-contractors.

11. Retention of Title
11.1 Until the Purchaser has paid IVT for the Contract Goods, title in the Contract Goods will not pass to the Purchaser. Where the Contract Goods have been delivered to the Purchaser, the Purchaser must store the Contract Goods (in respect of which payment has not been made) separately from other Contract Goods that have been paid for and in a manner that allows the unpaid Contract Goods to be clearly identified.
11.2 Until the Contract Goods are paid for, the Purchaser holds them as bailee at will holding for IVT.
11.3 The Purchaser must keep the Contract Goods insured noting IVT’s interest therein. Where the Contract Goods are destroyed or damaged, the whole of the proceeds of any insurance claim made by the Purchaser under its policy will be held by the Purchaser on trust for IVT and applied firstly in paying for the unpaid Contract Goods.
11.4 Notwithstanding that title remains in IVT, the Contract Goods will be at the Purchaser’s risk from delivery of the Contract Goods to the Purchaser.

12. Security Interest.
If IVT retains a registrable security interest under the PPSA in the Contract Goods. The Purchaser agrees to comply with any direction by IVT, in relation to any Personal Property Securities legislation (‘PPSA’). At the request of IVT, the Purchaser must do anything reasonably required to ensure that any security interest in the Contract Goods is enforceable, IVT’s priority position is preserved and secured, and any defect in the security interest, including its registration, is overcome. The Purchaser must not sell, assign, lease, dispose of, create a security in, mortgage or part with possession of the Contract Goods or any interest in it (or purport or attempt to purport to do so) or permit any lien over the Contract Goods, without IVT’s prior written consent.

13. Liability of the Parties.
i. To the maximum extent permitted by law, this clause 14 sets out the entire financial liability of the Parties in respect of: (a) any breach of this Agreement; (b) any use of the Contract Goods by the Purchaser; and (c) any representation, statement or tortious act or omission(including negligence) arising under or in connection with this Agreement, or their subject matter.
ii. Despite anything in this Agreement, neither party will be liable to the other, whether in tort(including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for: (a) loss of profit; or (b) loss of goodwill; or (c) loss of business; or (d) loss of business opportunity; or (e) loss of anticipated saving; or (f) loss or corruption of data or information; or (g) any special, indirect or consequential damage suffered by the other party.
iii. Despite anything in this Agreement, IVT’s total liability arising under or in connection with this Agreement and its subject matter, whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, will be limited to the cost of the Contract Goods the subject of this Agreement to which the liability relates. IVT’s sole liability for the breach of any guarantee under relevant legislation in regards to which liability cannot be excluded, is limited at IVT’s option to the replacement or repair of the goods or supply of equivalent goods or payment for replacing or repairing the goods or supplying equivalent goods.
iv. Despite anything in this Agreement, the Purchaser’s total liability arising under or in connection with this Agreement and its subject matter, whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, will be limited to the payment of the Price of the Contract Goods (as may be varied from time to time in accordance with this Agreement) the subject of this Agreement

14. Force Majeure.
If by reason of any fact, circumstance, matter or thing beyond the reasonable control of a party, a party is unable to perform in whole or in part any obligation under this agreement (Affected Party) then:
i. the Affected Party is relieved of that obligation under this agreement to the extent and for the period that it is unable to perform such obligation; and
ii. the Affected Party will not be liable to the other party for failure to perform such obligation or any Loss sustained therein, to the extent and for the period of non-performance contemplated by this clause.
iii. Where the force majeure event extends beyond one (1) month, either party may terminate this contract.

15. Intellectual Property.
The Purchaser agrees that all intellectual property rights remain with the manufacturer and IVT cannot assign or transfer these rights, or otherwise. The Purchaser shall forever indemnify IVT against any loss, costs, expenses or liability, whether direct or indirect, in respect of any breach of intellectual property.

16. No Variations.
Except where IVT exercises any of its price variation rights under Clause 2, this Agreement can only be varied in writing, where itis signed by an authorised representative of both parties.

17. Survival.
Clauses 5, 6, 7, 13, 14, 15, 17, 21 and any other provision, which by its nature survives termination or expiry of this document, will survive any termination or expiry of this document.

18. Severance.
If any part of this document is, or becomes, legally invalid or unenforceable, the remainder of this document subsists and remains enforceable.

19. Jurisdiction.
This Agreement is governed by, takes effect and will be construed in accordance with the laws of the State or Territory in Australia in which this Agreement is made and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of that State or Territory and courts entitled to hear appeals there from.

20. Entire Agreement
This Agreement is the entire agreement of the parties on the subject matter. The only enforceable obligations and liabilities of the parties in relation to the subject matter are those that arise out of the provisions contained in this Agreement. All representations, communications and prior agreements in relation to the subject matter are merged in and superseded by this Agreement.


Reference to Doc. No.: SP.AP2.a
Rev. No. 6.0

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