Terms and Conditions

Unless expressly provided with respect to a particular sale, all quotations and sales by Samson Medical Technologies NZ Limited (“Samson Medical Technologies”) are made in accordance with, and subject to the following terms and conditions (“Terms”):

1. General

• The products sold and/or provided by Samson Medical Technologies are supplied in accordance with these Terms;
• These Terms (which may only be waived or amended in writing by Samson Medical Technologies) will, to the extent of any inconsistency, prevail over all and any terms or conditions appearing on any Order;
• No right, title, interest or licence in any of Samson Medical Technologies’ intellectual property is granted to the Purchaser unless specifically stated in writing by Samson Medical Technologies;
• Nothing contained or implied in these Terms will create a joint venture, partnership, principal and agency relationship between Samson Medical Technologies and the Purchaser.

2. Prices

No quoted or published prices constitute offers for sales or completed sales until this instrument is signed by authorised representatives for Samson Medical Technologies and the customer. All quoted and published prices may be changed at any time without notice. Unless otherwise stated, written quotations expire automatically thirty (30) days from the date issued. Samson Medical Technologies reserves the right to refuse any Order based on its quotation within seven (7) days after the receipt of an Order.

3. Terms of Payment

Unless otherwise expressly agreed upon in writing, the Purchaser will make payment in full prior to delivery of goods and within thirty (30) days from the date of the invoice rendered by Samson Medical Technologies. Interest at 10.5% is payable on amounts which are overdue by more than thirty (30) days from the date of the relevant invoice.. Any and all fees, charges, payments or other sums payable by the customer hereunder shall be the customer unconditional obligation and shall be made without right of abatement, reduction or set-off of any nature unless approved in writing by a Samson Medical Technologies.

4. Shipment and Delivery

• Unless otherwise agreed in writing, transportation and delivery expenses shall be paid by the Purchaser.
• Samson Medical Technologies may select methods and routes of shipment but will not assume any liability in connection with the shipment nor will any carrier be construed to be Samson Medical Technologies’ agent.
• The Purchaser will insure all shipments at its own expense and risk and will be responsible for making all claims against carriers, insurers, warehousemen or others for mis-delivery, non-delivery, loss, delay or damage to the Goods.
• The Purchaser acknowledges that shipping dates are approximate and based upon prompt provision by the Purchaser of all necessary information.
• Samson Medical Technologies permits partial deliveries.
• The Goods are deemed to be delivered to the Purchaser at the time the Goods arrive at the premises specified in writing by the Purchaser to be its premises;
• Unless otherwise specified in writing, all sales are F.O.B. carrier, at the place of manufacture, or warehouse location, exclusive of insurance cost and entirely at the risk and cost of the Purchaser;
• Without in any way limiting the generality of clause 11, Samson Medical Technologies shall not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause outside of its control. If any scheduled delivery is delayed over thirty (30) days, Samson Medical Technologies may, at Samson Medical Technologies’ option, by written notice to the customer, cancel that and all future deliveries without further liability or obligation of any kind. The customer shall be liable for all costs and expenses for Samson Medical Technologies’ holding or storing of products if delivery is delayed by or at the request of the customer.

5. Transfer of Property and Title to Purchaser

• Title to the Goods remains with Samson Medical Technologies until all monies owing to Samson Medical Technologies on any account have been paid by the Purchaser or title to the Goods is vested in some other person by operation of law;
• Until title to the Goods passes, the Purchaser will keep the Goods free from any charge, lien or other encumbrance;
• Until title to the Goods passes, the Purchaser will:
  1. hold the Goods on a fiduciary basis as bailee for Samson Medical Technologies;
  2. keep the Goods separate from all other goods in its possession and marked in such a way that the Goods are clearly identifiable as the property of Samson Medical Technologies;

• upon request deliver up the Goods (or such part of them that has not ceased to be in existence or resold) to Samson Medical Technologies (for which purpose Samson Medical Technologies’ employees or agents may enter the Purchaser’s premises) and the Purchaser is obliged to deliver up the Goods if so directed by Samson Medical Technologies in accordance with the enforcement procedures set out in Chapter 4 of the Personal Property Securities Act 2009 (Cth); and

1. not intermingle any sums the Purchaser receives from the sale made by it or on its behalf of the Goods and will hold such sums as trustee on behalf of Samson Medical Technologies and account fully to Samson Medical Technologies for such sums promptly as required by Samson Medical Technologies.

6. Registration of Security Interest

The Purchaser grants in Samson Medical Technologies, a security interest(s) in the Goods under the Personal Property Securities Act 2009 (Cth). If applicable, this security interest(s) will be a purchase money security interest(s).

7. Indemnification During in-service, instruction or demonstration of Samson Medical Technologies

During any in-service, instruction, or demonstration of Samson Medical Technologies’ products, if the customer or its representative(s) directs a Samson Medical Technologies representative, employee, or agent to perform a treatment on a person, the customer shall indemnify, defend and hold harmless Samson Medical Technologies and Samson Medical Technologies’ representatives, employees, and agents against any liability, damage, loss, or expense incurred by or imposed in connection with any claims, suits, actions, demands or judgments arising out of such treatment, instruction, in-service, or demonstration related to the equipment.

8. Cancellation Charges and Returned Goods Policy

No product or order may be returned or cancelled without written notice to Samson Medical Technologies and prior written approval by  Samson Medical Technologies. If approved, Samson Medical Technologies will issue a return authorization. If written cancellation was received by Samson Medical Technologies after shipment and the cancellation is approved, the purchaser will incur a twenty percentage (20%) restocking charge. If a written cancellation request in relation to the order or portion therefor, is received before shipment or (ii) the customer fails to meet any obligation hereunder, causing cancellation of any order or portion thereof, the customer will pay Samson Medical Technologies cancellation damage charges of five thousand AUD dollars ($5,000.00).The restocking and cancellation charges are ,

not a penalty, but as a result of the difficulty of computing actual damages and a genuine pre-estimate of damages. This document or copies hereof may be filed with the appropriate authorities as a financing statement to pursue such charges.

9. Specifications

All products are subject to Samson Medical Technologies’ and or manufacturers’ standard tolerances for specification. Samson Medical Technologies  reserves the right to make substitutions and modifications in the specifications of any products as required by the manufacturer at any time. At Samson Medical Technologies’ and or manufacturer’s discretion, reconditioned components can be used in the manufacture of products, provided that any such reconditioned components used shall in all respects be functionally equivalent to new components.

10. Warranties and Claims

• The warranties provided in this clause are not transferable and are provided only to the Purchaser;
• All implied warranties are limited to the Warranty Period;
• Samson Medical Technologies warrants that all Goods sold by it will be in accordance with the manufacturer’s specifications;
• Samson Medical Technologies Goods come with guarantees that cannot be excluded under the Australian Consumer Law. The Purchaser is entitled to a replacement or refund for a major failure. The Purchaser is also entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure;
• In order to enforce rights under this provision, the Purchaser will need to provide proof of purchase to Samson Medical Technologies and to make a claim within ten (10) business days of delivery of the Goods to the Purchaser;
• If a claim is not made within ten (10) business days of delivery, the Purchaser is deemed to waive all rights to make a claim and to release Samson Medical Technologies from any claim;
• In the event that any Goods require repair, Samson Medical Technologies will provide equipment on loan while the repair is under way (the “Loan Equipment”) providing the claim is made by the Purchaser within the warranty period and the Purchaser pays the cash list price of any unreturned Loan Equipment;
• This warranty does not apply to parts and accessories including but not limited to consumables delivered to the Purchaser save that Samson Medical Technologies warrants that all parts and accessories (including consumables) have been shipped by Samson Medical Technologies in functional condition;
• In no event will Samson Medical Technologies be liable for any incidental, consequential, indirect, special or contingent loss suffered by the Purchaser as a result of the alleged defective Goods;

11. Exclusion of Liability

• To the maximum extent permitted by the law, Samson Medical Technologies’ liability for breach of a condition or warranty given by Samson Medical Technologies or implied for operation of or guarantee is limited to the replacement or repair of the Goods;
• The happening of one or more of the following events will serve to void all warranties and remedies, including any obligations to service, repair, replace or otherwise remedy defects, errors or failures, and Samson Medical Technologies shall be in no way responsible for:

1. Failure or damage resulting from negligence, alteration, or modification, abuse or misuse of the equipment, or operation of the equipment inconsistent with Samson Medical Technologies’ and or manufacturers published operating instructions;
2. Removal, alteration, or effacement of the serial number on the equipment, unauthorised attempted or actual dismantling, disassembling, service, repair, or improper maintenance of the equipment, or additions or modifications to the equipment not authorised by Samson Medical Technologies;

• Failure to pay all amounts due to Samson Medical Technologies, including any portion of the purchase price or other payment due, whether under contract or otherwise;

1. Abrasive wear and tear, or use under abnormal conditions, including environments which are unclean, dusty, or in extremes of electromagnetic radiation, temperature, or humidity;
2. Use for other purposes than that for which the product or part is designed;
3. Damage during movement of equipment or damage resulting from an event outside of Samson Medical Technologies’ control including, without limitation, fire, flood, lightning, or vandalism;

• Damage to or failure of the equipment caused by (a) a failure or fault in the premises accommodating the product or (b) use of or with a third party product, part or component not approved in writing by Samson Medical Technologies, including, but not limited to, new, used, or refurbished systems or handpieces manufactured, sold or repaired by a third party;
• Refusal or failure by or on the part of the customer or its agent(s) to cooperate with Samson Medical Technologies in carrying out any necessary repairs or deal in conformity with applicable law, rule, regulation or requirement, including without limitation; and

1. Resale, lease, loan, or renting for use by anyone other than the customer.

12. Service of Equipment at Samson Medical Technologies’ Discretion

• In the event that any situation set out in clause 9(b) applies, the equipment may be serviced, if at all, at Samson Medical Technologies’ sole discretion, at customer’s request and expense and at Samson Medical Technologies’ then prevailing rates for labour, travel, transportation, service, and materials.
• Samson Medical Technologies reserves the right, without liability, not to service equipment that includes or uses unauthorised or counterfeit parts or components;
• All merchandise should be inspected for obvious damage upon arrival. If merchandise has been damaged in transit, Samson Medical Technologies’ Service Department must be notified within 72 hours and Samson Medical Technologies will investigate but is under no liability to compensate the Purchaser for any such damage as set out in Clause 11(b) above;
• Following expiration of the warranties provided in Clause 10, the customer may if it wishes, contact Samson Medical Technologies’ Service Department to inquire of service agreements that may be purchased, if available. Products which are out of the warranty period shall be subject to inspection and, if necessary, repaired to Samson Medical Technologies’ satisfaction at the customer’s expense prior to inclusion under any service agreement. Customer shall bear all inspection fees and repair costs, charged at the then-prevailing Samson Medical Technologies rates for labour, shipping, parts, and materials

13. Force Majeure

• Samson Medical Technologies shall not be responsible for delays or failure to render service or products due to strikes, fires, floods, acts of God, terrorism, or war, government regulations, acts of the federal or any state or local government or agency thereof, judicial action, civil disorder, pandemic, curtailment of transportation facilities, disaster, or any other cause beyond Samson Medical Technologies’ control (“Force Majeure event”);
• While Samson Medical Technologies will do all things reasonably necessary to mitigate the effect of the Force Majeure event on the performance of its obligations, it may cancel or defer Orders at its sole discretion. In a Force Majeure event, Samson Medical Technologies will endeavour to provide notice to the Purchaser which sets out in reasonable detail the nature of the Force Majeure Event and the steps taken to mitigate its effect.

14. Patents

No sales of any product shall be construed as granting to the customer any license or other right in, or to, any patent, copyright, trademark, or other proprietary right applicable to the product.

15. Assignment

The customer shall not delegate any duties nor assign any rights or claims under this document without Samson Medical Technologies’ prior written consent, and any such attempted delegation or assignment shall be void.

16. Privacy

All transactions shall be governed by Samson Medical Technologies’ Privacy Policy which can be found at this link: https://samsonmedtech.com/privacy-policy/

17. Compliance with Laws

The customer shall carry out the transactions contemplated by this sale, otherwise deal with the products sold in conformity with all applicable laws, rules, and regulations, of all government authorities, including without limitation, the Export Administration Act, obtain all permits and licenses required in connection with the purchase, installation, sale, shipment, or use of the products, and be solely responsible to fully understand and comply with laws, rules, and regulations. Any information provided by Samson Medical Technologies is given as a convenience only.

18. Governing Law

The application of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. This agreement and matters connected with the performance thereof or otherwise arising out of this agreement shall be construed, interpreted, applied and governed and enforced in all respects by the laws of the State of New South Wales. The customer consents to the exclusive jurisdiction of the courts of New South Wales, agrees to accept service of process by mail and waive any jurisdiction or venue defences otherwise available.

19. Disclaimer about Third Party Products

With regard to any third party products, services, and/or marketing programs listed on this quotation (each, a “Third Party Product”), the customer agrees that it shall enter into a separate contract with such third party and Samson Medical Technologies shall have no obligation or liability to customer with respect thereto. Samson Medical Technologies does not endorse or guarantee the quality, accuracy, appropriateness, or effectiveness of any Third Party Product. Participation in, use of, or reliance on any Third Party Product is at customer’s own risk. Customer agrees that its execution of this quotation is not contingent on the purchase, entry into or use of any Third Party Product.

20. Additional or Inconsistent Terms

This instrument contains the entire, only agreement between the parties hereto relating to the subject matter hereof, and any unincorporated representation, affirmation of fact, course of prior dealings, promise or condition in connection therewith, or usage of the trade shall not be binding on either party. This instrument is not binding until signed by authorized representatives of Samson Medical Technologies and customer. Terms and conditions set forth which differ from, conflict with or are not included in the terms and conditions set forth in this document shall not be part of any agreement between Samson Medical Technologies and the customer unless both parties specifically accept such terms and conditions in writing. If any part of this instrument is held to be void, illegal or unenforceable, then it shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force and effect. The English language is the official language of this Agreement and shall prevail in the event of any discrepancy with an interpretation in another language.

21. DEFINITIONS

• Business Day means a day in which banks are open for business and specifically excludes Saturdays, Sundays and Public Holidays in Sydney, NSW
• Customer means the same as Purchaser
• Goods means any medical goods and products supplied by Samson Medical Technologies
• Equipment means the same as Goods
• Health Professional means the same as the definition of Health Professional in section 42AA of the Therapeutic Goods Act 1989
• Purchaser means a Health Professional who is the purchaser of Goods
• Order means the written order provided to Samson Medical Technologies by the Purchaser
• Warranty period means the warranty period for the Goods being in accordance with the manufacturer's warranty period;