Terms and Conditions of Sale

Background

1. The Customer wishes to place an order to purchase Products.
2. If Provet Pty Ltd (“Provet”) accepts an order to purchase Products, Provet agrees to supply those Products to the Customer on these terms and conditions.

Operative provisions

1. Ordering

1. The Customer may place an order for one or more of the Products on The Lake Veterinary Hospitals web site (“the Website”).
2. Subject to clause 1(d), if Provet accepts an order made in accordance with clause 1(a), then:
   1. subject to payment of the Purchase Price, Provet sells to the Customer the Products contemplated by that order; and
   2. the Customer buys the Products contemplated by that order for the Purchase Price.
3. For clarity, Provet may elect not to accept an order made under clause 1(a).
4. If, in Provet’s opinion, a Product ordered in accordance with this clause 1 was displayed on the Website for an incorrect price, Provet may cancel the order and refund the Purchase Price to the Customer.

2. Fees, title and risk

1. Title to the Products passes from Provet to the Customer on the Customer paying the Purchase Price for those Products in full to Provet.
2. The Customer bears the risk relating to the Products from the time those Products are dispatched by Provet.
3. The Customer must pay the Purchase Price for the Products at the time the relevant order is made under clause 1(a).
4. Provet will request a third party to deliver the Products to the address nominated by the Customer at the time the relevant order is made under clause 1(a).

3. Use of products

The Customer must only use the Products in accordance with the directions of their veterinarian and the third party manufacturer of that Product (if any) in relation to that Product (if any).

4. Liability

1. Subject to clauses 4(c) and 4(d), any liability of Provet for any loss or damage, however caused (including by the negligence of Provet), suffered by the Customer in connection with a Product is limited to, in Provet’s absolute discretion:
   1. the monetary amount paid by the Customer to Provet for that Product; or
   2. resupply of that Product.
2. The limitation set out in clause 4(a) is an aggregate limit for all claims, whenever made.
3. Subject to clause 4(d), Provet and The Lake Veterinary Hospitals are not liable for any Consequential Loss however caused (including by the negligence of Provet), suffered or incurred by the Customer in connection with a Product.
4. If the Trade Practices Act 1974 (Cth) or any other legislation implies a condition or warranty into these terms and conditions in respect of goods or services supplied, and Provet’s liability for breach of that condition or warranty may not be excluded but may be limited, clauses 4(a) and 4(c) do not apply to that liability and instead Provet’s liability for such breach is limited to, in the case of a supply of goods, Provet replacing the goods or supplying equivalent goods or repairing the goods.

5. Indemnity

The Customer is liable for, and indemnifies Provet and The Lake Veterinary Hospitals from and against, all loss or damage (including legal costs) incurred or suffered by Provet or The Lake Veterinary Hospitals however caused in connection with:

1. any use of the Products other than in accordance with the third party manufacturer’s or their veterinarian’s directions;
2. personal injury or death of any person or animal (including any employee of the Customer) in connection with the use of the Products;
3. damage to property in connection with the use of the Products; or
4. any act or omission of the Customer, its officers, employees or agents.

6. Intellectual property rights and rebranding

1. The Customer acknowledges and agrees that nothing in these terms and conditions grants the Customer any intellectual property rights (including copyright, trade marks, parents and designs) of Provet or The Lake Veterinary Hospitals.
2. The Customer must not remove a Provet Mark or the trade mark of a third party manufacturer (if any) from a Product or represent that the Products are associated with any registered or unregistered trade mark other than a Provet Mark or the relevant third party manufacturer’s trade mark (if any).

7. Merger and survival

1. The rights and obligations of the parties under these terms and conditions do not merge on completion of any transaction contemplated by these terms and conditions.
2. Termination of these terms and conditions will not affect clauses 3, 4, 5 and 6 and any other clause of these terms and conditions which is expressly or by implication intended to come into force or continue after termination.

8. Taxes

1. The Customer must pay all stamp duty, taxes, duties, government charges and other taxes of a similar nature (including fines, penalties and interest) imposed, levied, assessed or payable in Australia or overseas in connection with these terms and conditions.
2. Except under clause 8(c), the consideration for a Supply made under or in connection with these terms and conditions does not include GST.
3. If a Supply made under or in connection with these terms and conditions is a Taxable Supply, then at or before the time the consideration for the Supply is payable:
   1. the Recipient must pay the Supplier an amount equal to the GST for the Supply (in addition to the consideration otherwise payable under these terms and conditions for that Supply); and
   2. the Supplier must give the Recipient a Tax Invoice for the Supply.
4. If either party has the right under these terms and conditions to be reimbursed or indemnified by another party for a cost incurred in connection with these terms and conditions, that reimbursement or indemnity excludes any GST component of that cost for which an Input Tax Credit may be claimed by the party being reimbursed or indemnified, or by its Representative Member, Joint Venture Operator or other similar person entitled to the Input Tax Credit (if any).
5. In clauses 8(b) and 8(c):
   1. capitalised terms that are not defined in clause 10(a) have the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth); and
   2. Supplier means the entity making the Supply.

9. General

1. The laws of Queensland, Australia govern these terms and conditions.
2. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland, Australia and courts competent to hear appeals from those courts.
3. The Customer must not assign, in whole or in part, or novate the Customer’s rights and obligations under these terms and conditions without the prior written consent of Provet.
4. Provet may subcontract its obligations under these terms and conditions.
5. Where these terms and conditions contemplate that a party may consent to, elect, determine, approve, nominate, decide or consider any matter or thing, that party may provide such consent or make such election, determination, approval, nomination, decision or consideration in its absolute discretion and conditionally or unconditionally without being required to give reasons or act reasonably, unless these terms and conditions expressly require otherwise.
6. Each provision of these terms and conditions will be read and construed as a separate and severable provision or part and if any provision is void or otherwise unenforceable for any reason, then that provision will be severed and the remainder will be read and construed as if the severable provision had never existed.
7. These terms and conditions represent the parties’ entire agreement, and supersedes all prior representations, communications, agreements, statements, conduct and understandings, whether oral or in writing, relating to its subject matter.
8. The rights and obligations of the parties under these terms and conditions do not merge on completion of any transaction contemplated by these terms and conditions.

10. Definitions and interpretation

1. In these terms and conditions:

Consequential Loss means consequential loss, indirect loss, loss of revenues, loss of reputation, loss of profits, loss of actual or anticipated savings, loss of bargain, lost opportunities (including opportunities to enter into arrangements with third parties) and loss or damage in connection with claims against the Customer by third parties.

Customer means You.

Provet Mark means any registered or unregistered trade mark owned by, licensed to or nominated by Provet or its associated companies from time to time.

Provet means Provet Pty Ltd ABN 46 076 468 481 of 48 Bell-Are Avenue, Northgate QLD 4013.

Products means the goods indicated as being for sale by Provet from time to time.

Purchase Price in respect of a Product means the purchase price and cost of delivery for that Product specified on the Website.

Website means the website on which Provet lists Products for sale from time to time.

1. In these terms and conditions:
   1. the meaning of any general language is not restricted by any accompanying example, and the words ‘includes’, ‘including’, ‘such as’ or ‘for example’ (or similar phrases) do not limit what else might be included;
   2. no rule of construction applies in the interpretation of these terms and conditions to the disadvantage of the party preparing the document on the basis that it put forward this document or any part of it; and

• a reference to a party is a reference to Provet or the Customer, and a reference to the parties is a reference to both Provet and the Customer.