Terms & Conditions
1. Definitions
1.1 The "Client" means the person who buys or agrees to buy goods or services from the Supplier.
1.2 The "Supplier" means Megagen Oceania Pty Limited (ABN 53 634 644 367).
1.3 "Agreement" means the following terms and conditions and any special conditions agreed in writing between the Parties with respect to the sale and purchase of the goods and services.
2. Conditions
2.1 All subsequent contracts of sale made by the Supplier shall be deemed to incorporate these terms and conditions which shall prevail over any other document or communication from the Client.
2.2 Acceptance of delivery of goods or services shall be deemed conclusive evidence of the Clients acceptance of this Agreement.
3. Prices
3.1 The price shall be that on the Supplier’s current list price, or as shown on the Supplier’s website, or the price contained in the Supplier’s specific quotation to the Client, as applicable.
3.2 Should a product price or service change between receipt of order and dispatch, the Client will be notified and given the opportunity to cancel the order.
3.3 All product prices are exclusive of GST and charges for packing, postage and carriage shall be paid depending on the condition of sale.
3.4 In the case of sales on credit, payment is due in full no later than 30 days from the date of invoice. Time for payment shall be of the essence and any failure by the Client to make payment shall give the Supplier the right, at its absolute discretion, to treat the Agreement as repudiated by the Client or to delay delivery of the goods until full payment has been made.
3.5 First payment or full payment shall be provided to Supplier on the contract date, or date for first payment shall be provided and must be kept according to the contract agreed between the Parties.
4. Temporary Cessation by reason of Overdue Invoices
In case of any delays or irregularities in payments by the Client, the Supplier reserves the right to:
a) temporarily cease providing any goods and services from the date when any payment becomes overdue;
b) demand default interest rate of 10% for any overdue payment, accruing daily from the date of default.
The cessation will automatically clear upon the date of payment.
5. Warranty and Liability
5.1 The Supplier warrants that the goods or services will at the time of delivery correspond to the description given by the Supplier. Except where the Client is dealing as a consumer all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the goods or services, whether implied by Statute, Common Law or otherwise are excluded and the Client is satisfied as to the suitability of the goods or services for the Client’s purpose.
5.2 While every effort is made to ensure that the goods or service specifications are accurate, other manufacturers do add and remove functionality in their products as products and software are developed. It is highly recommended that an evaluation of the chosen product(s) or service is carried out to ensure that it meets your functional requirements prior to purchase.
6. Delivery
6.1 Where a specific delivery date has been agreed, and if this delivery date cannot be met for a reason outside of the Supplier’s control, the Client will be notified and a new delivery date shall be arranged.
6.2 We will not be liable for:
a) any loss or damage resulting from early or delayed, partial, complete or non-delivery;
b) any loss or damage occurred during the course of shipment by the carrier; or
c) any loss or damage occasioned by the late or non-delivery.
6.3 Delivery of the goods or services shall be made to the Client’s nominated delivery address and the Client shall make all arrangements necessary to take delivery of the goods or services whenever they are tendered for delivery. In the event the Client or the carrier, for any reason, refuse to accept the goods, all charges, expenses or taxes associated with the delivery shall be paid by the Client.
6.4 Title to goods will pass from the Supplier to the Client upon receipt of full payment to which those goods relate, and risk in products will pass from the Supplier to the Client at the time at which the relevant goods are despatched by the Supplier (i.e., passed onto the carrier).
7. Force Majeure.
7.1 “Force Majeure Event” means any circumstances beyond the reasonable control of a party, which results in a Party being unable to observe or perform on time an obligation or deadline under this Agreement, including strike, lock out or industrial action, epidemics and pandemics (e.g. bird flu, COVID-19), loss of Internet or broadband connection, acts of God, enactment, ruling or decree of any government or governmental authority, insurrection, riot, act of terrorism or other civil commotion.
7.2 If the Supplier experiences a Force Majeure Event (Impacted Party), the Impacted Party must within ten (10) business says of the occurrence of the Force Majeure Event notify the other party of the Force Majeure Event and its likely duration. If the Impacted Party gives such notice, it will be excused from performance or the punctual performance, as the case may be, of those of its obligations under this Agreement affected by the Force Majeure Event, for so long as the Force Majeure Event continues. Nothing in this clause 7 affects any outstanding payment obligations of the Client under this Agreement.
7.3 The Impacted Party must use all reasonable endeavours to mitigate any loss, damage or inconvenience arising thereby and suffered by the other party as a result of the Force Majeure Event.
7.4 If a Force Majeure Event is, in the reasonable opinion of the Supplier, likely to continue for more than sixty (60) Business Days, the Supplier may terminate this Agreement by giving thirty (30) Business Days’ notice in writing to the Client.
8. Cancellation
The Supplier reserves the right to make a handling and restocking charge of 30% on goods only which are returned if they were ordered in error or are no longer required due to a simple change of mind.
9. Liability
9.1 Except as may be implied by law where the Client is dealing as a consumer, in the event of any breach of this Agreement by the Supplier the remedies of the Client shall be limited to damages which shall in no circumstances exceed the price of the goods or service provided and the Supplier shall under no circumstances be liable for any indirect, incidental or consequential damage or loss whatsoever.
9.2 Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law.
(a) For major failures with the service, you are entitled:
(i) to cancel your service contract with us; and
(ii) to a refund for the unused portion, or to compensation for its reduced 10. value.
(b) You are also entitled to choose a refund or replacement for major failures with goods.
(c) If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled
to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion.
(d) You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
10. Australian Privacy Principles
10.1 The Supplier will treat any and all personal information in accordance with any and all obligations that are binding upon us under the Privacy Act 1988 (Cth) (Privacy Act). The Privacy Act lays down 13 key principles in relation to the collection and treatment of personal information, which are referred to as the “Australian Privacy Principles”.
10.2 For the purposes of this Agreement, the Supplier may collect the Client’s personal information that is necessary for the primary purpose of conducting our business as a supplier and service provider in relation to medical (dental) equipment including but not limited to:
(a) bank account details of the Client; and
(b) any information reasonably required by the Supplier to carry out credit assessment of the Client.
(together, the Credit Information).
By signing this Agreement, the Client expressly consents to the Supplier’s collection of the Credit Information and the Supplier carrying out credit assessment of the Client using the Client Information. The Supplier will collect any personal information referred to in this clause 10.2 by lawful and fair means only, and not in an unreasonably intrusive way.
10.3 The Supplier will generally use and disclose the client’s personal information for the primary purpose of conducting its business as a supplier and service provider of its medical (dental) equipment, or otherwise to enable the Supplier to carry on its business including marketing activities and direct marketing.
10.4 In order to process and deliver the goods and services the Client require, the Supplier may disclose the Client’s personal information including any Credit Information to third-party organisations. The Supplier will take reasonable steps to ensure that these organisations are bound by confidentiality and privacy obligations in relation to the protection of the Client’s personal information. These organisations may carry out or provide:
a) client enquiries;
b) mailing systems;
c) billing and debt-recovery functions;
d) credit reporting information;
e) information technology services.
10.5 If the Client would like more information about the way the Supplier manages personal information that it holds about the Client, to amend any personal information, or is concerned that the Supplier may have breached its privacy, the Client may contact the Supplier at accounts@megagen.com.au . The Supplier will use reasonable endeavours to respond to the Client’s complaint within a reasonable time after it is received. Should the Client not be satisfied with the Supplier’s response, it may make enquiries with the Office of the Australian Information Commissioner.
11. Amendments
No amendment to this Agreement will be effective unless it is in writing and signed by both Parties.
12. Assignment.
Neither Party may not assign any of its rights under this Agreement or delegate any performance under this Agreement, except with the prior written consent of the other Party. Any purported assignment of rights or delegation of performance in violation of this section is void.
13. Notices
Any notice or other communication given or made to any Party under this Agreement shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address stated above or to another address as that Party may subsequently designate by notice and shall be deemed given on the date of delivery.
14. Waiver
14.1 No Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing.
14.2 Waiver by any Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.
15. Miscellaneous
15.1 This Agreement will be governed by and interpreted in accordance with the laws of the state in which the goods and services will be predominantly provided (Governing Jurisdiction). You acknowledge and irrevocably submit to the exclusive jurisdiction of the courts of the Governing Jurisdiction.
15.2 Should any part of this Agreement is found to be void, unlawful or unenforceable, then that part will be deemed to be severable from the remainder of this Agreement and the severed part will not affect the validity and enforceability of the remaining provisions of this Agreement.
15.3 The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction, or interpretation of any provision of this Agreement.
15.4 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.
1.1 The "Client" means the person who buys or agrees to buy goods or services from the Supplier.
1.2 The "Supplier" means Megagen Oceania Pty Limited (ABN 53 634 644 367).
1.3 "Agreement" means the following terms and conditions and any special conditions agreed in writing between the Parties with respect to the sale and purchase of the goods and services.
2. Conditions
2.1 All subsequent contracts of sale made by the Supplier shall be deemed to incorporate these terms and conditions which shall prevail over any other document or communication from the Client.
2.2 Acceptance of delivery of goods or services shall be deemed conclusive evidence of the Clients acceptance of this Agreement.
3. Prices
3.1 The price shall be that on the Supplier’s current list price, or as shown on the Supplier’s website, or the price contained in the Supplier’s specific quotation to the Client, as applicable.
3.2 Should a product price or service change between receipt of order and dispatch, the Client will be notified and given the opportunity to cancel the order.
3.3 All product prices are exclusive of GST and charges for packing, postage and carriage shall be paid depending on the condition of sale.
3.4 In the case of sales on credit, payment is due in full no later than 30 days from the date of invoice. Time for payment shall be of the essence and any failure by the Client to make payment shall give the Supplier the right, at its absolute discretion, to treat the Agreement as repudiated by the Client or to delay delivery of the goods until full payment has been made.
3.5 First payment or full payment shall be provided to Supplier on the contract date, or date for first payment shall be provided and must be kept according to the contract agreed between the Parties.
4. Temporary Cessation by reason of Overdue Invoices
In case of any delays or irregularities in payments by the Client, the Supplier reserves the right to:
a) temporarily cease providing any goods and services from the date when any payment becomes overdue;
b) demand default interest rate of 10% for any overdue payment, accruing daily from the date of default.
The cessation will automatically clear upon the date of payment.
5. Warranty and Liability
5.1 The Supplier warrants that the goods or services will at the time of delivery correspond to the description given by the Supplier. Except where the Client is dealing as a consumer all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the goods or services, whether implied by Statute, Common Law or otherwise are excluded and the Client is satisfied as to the suitability of the goods or services for the Client’s purpose.
5.2 While every effort is made to ensure that the goods or service specifications are accurate, other manufacturers do add and remove functionality in their products as products and software are developed. It is highly recommended that an evaluation of the chosen product(s) or service is carried out to ensure that it meets your functional requirements prior to purchase.
6. Delivery
6.1 Where a specific delivery date has been agreed, and if this delivery date cannot be met for a reason outside of the Supplier’s control, the Client will be notified and a new delivery date shall be arranged.
6.2 We will not be liable for:
a) any loss or damage resulting from early or delayed, partial, complete or non-delivery;
b) any loss or damage occurred during the course of shipment by the carrier; or
c) any loss or damage occasioned by the late or non-delivery.
6.3 Delivery of the goods or services shall be made to the Client’s nominated delivery address and the Client shall make all arrangements necessary to take delivery of the goods or services whenever they are tendered for delivery. In the event the Client or the carrier, for any reason, refuse to accept the goods, all charges, expenses or taxes associated with the delivery shall be paid by the Client.
6.4 Title to goods will pass from the Supplier to the Client upon receipt of full payment to which those goods relate, and risk in products will pass from the Supplier to the Client at the time at which the relevant goods are despatched by the Supplier (i.e., passed onto the carrier).
7. Force Majeure.
7.1 “Force Majeure Event” means any circumstances beyond the reasonable control of a party, which results in a Party being unable to observe or perform on time an obligation or deadline under this Agreement, including strike, lock out or industrial action, epidemics and pandemics (e.g. bird flu, COVID-19), loss of Internet or broadband connection, acts of God, enactment, ruling or decree of any government or governmental authority, insurrection, riot, act of terrorism or other civil commotion.
7.2 If the Supplier experiences a Force Majeure Event (Impacted Party), the Impacted Party must within ten (10) business says of the occurrence of the Force Majeure Event notify the other party of the Force Majeure Event and its likely duration. If the Impacted Party gives such notice, it will be excused from performance or the punctual performance, as the case may be, of those of its obligations under this Agreement affected by the Force Majeure Event, for so long as the Force Majeure Event continues. Nothing in this clause 7 affects any outstanding payment obligations of the Client under this Agreement.
7.3 The Impacted Party must use all reasonable endeavours to mitigate any loss, damage or inconvenience arising thereby and suffered by the other party as a result of the Force Majeure Event.
7.4 If a Force Majeure Event is, in the reasonable opinion of the Supplier, likely to continue for more than sixty (60) Business Days, the Supplier may terminate this Agreement by giving thirty (30) Business Days’ notice in writing to the Client.
8. Cancellation
The Supplier reserves the right to make a handling and restocking charge of 30% on goods only which are returned if they were ordered in error or are no longer required due to a simple change of mind.
9. Liability
9.1 Except as may be implied by law where the Client is dealing as a consumer, in the event of any breach of this Agreement by the Supplier the remedies of the Client shall be limited to damages which shall in no circumstances exceed the price of the goods or service provided and the Supplier shall under no circumstances be liable for any indirect, incidental or consequential damage or loss whatsoever.
9.2 Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law.
(a) For major failures with the service, you are entitled:
(i) to cancel your service contract with us; and
(ii) to a refund for the unused portion, or to compensation for its reduced 10. value.
(b) You are also entitled to choose a refund or replacement for major failures with goods.
(c) If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled
to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion.
(d) You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
10. Australian Privacy Principles
10.1 The Supplier will treat any and all personal information in accordance with any and all obligations that are binding upon us under the Privacy Act 1988 (Cth) (Privacy Act). The Privacy Act lays down 13 key principles in relation to the collection and treatment of personal information, which are referred to as the “Australian Privacy Principles”.
10.2 For the purposes of this Agreement, the Supplier may collect the Client’s personal information that is necessary for the primary purpose of conducting our business as a supplier and service provider in relation to medical (dental) equipment including but not limited to:
(a) bank account details of the Client; and
(b) any information reasonably required by the Supplier to carry out credit assessment of the Client.
(together, the Credit Information).
By signing this Agreement, the Client expressly consents to the Supplier’s collection of the Credit Information and the Supplier carrying out credit assessment of the Client using the Client Information. The Supplier will collect any personal information referred to in this clause 10.2 by lawful and fair means only, and not in an unreasonably intrusive way.
10.3 The Supplier will generally use and disclose the client’s personal information for the primary purpose of conducting its business as a supplier and service provider of its medical (dental) equipment, or otherwise to enable the Supplier to carry on its business including marketing activities and direct marketing.
10.4 In order to process and deliver the goods and services the Client require, the Supplier may disclose the Client’s personal information including any Credit Information to third-party organisations. The Supplier will take reasonable steps to ensure that these organisations are bound by confidentiality and privacy obligations in relation to the protection of the Client’s personal information. These organisations may carry out or provide:
a) client enquiries;
b) mailing systems;
c) billing and debt-recovery functions;
d) credit reporting information;
e) information technology services.
10.5 If the Client would like more information about the way the Supplier manages personal information that it holds about the Client, to amend any personal information, or is concerned that the Supplier may have breached its privacy, the Client may contact the Supplier at accounts@megagen.com.au . The Supplier will use reasonable endeavours to respond to the Client’s complaint within a reasonable time after it is received. Should the Client not be satisfied with the Supplier’s response, it may make enquiries with the Office of the Australian Information Commissioner.
11. Amendments
No amendment to this Agreement will be effective unless it is in writing and signed by both Parties.
12. Assignment.
Neither Party may not assign any of its rights under this Agreement or delegate any performance under this Agreement, except with the prior written consent of the other Party. Any purported assignment of rights or delegation of performance in violation of this section is void.
13. Notices
Any notice or other communication given or made to any Party under this Agreement shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address stated above or to another address as that Party may subsequently designate by notice and shall be deemed given on the date of delivery.
14. Waiver
14.1 No Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing.
14.2 Waiver by any Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.
15. Miscellaneous
15.1 This Agreement will be governed by and interpreted in accordance with the laws of the state in which the goods and services will be predominantly provided (Governing Jurisdiction). You acknowledge and irrevocably submit to the exclusive jurisdiction of the courts of the Governing Jurisdiction.
15.2 Should any part of this Agreement is found to be void, unlawful or unenforceable, then that part will be deemed to be severable from the remainder of this Agreement and the severed part will not affect the validity and enforceability of the remaining provisions of this Agreement.
15.3 The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction, or interpretation of any provision of this Agreement.
15.4 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.