Terms & Conditions

CONTACT BIOSOLUTIONS AUSTRALIA PTY LTD STANDARD TERMS AND CONDITIONS

These terms and conditions (Terms) apply to the supply of Goods by Contact Biosolutions Australia Pty Limited (ABN 63 638 542 953) and its related entities (us, we, or Contact Biosolutions) to its customers (you, or Customer). All orders or requests made by a customer for the supply of Goods by Contact Biosolutions are subject to these Terms (as updated from time to time by notice to the Customer in accordance with clause 3.4).

These Terms are effective from 22 May 2026.

1. DEFINITION

1.1 In these Terms, capitalised terms have the meaning given to them in context, or as otherwise set out below:

Australian Consumer Law means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Confidential Information means these Terms and all information of a confidential or sensitive nature (including Intellectual Property Rights), whether in writing or otherwise of or concerning a party or its employees, agents, clients, customers, suppliers or contractors under, acquired by the other party in contemplation of or in connection with the Goods or these Terms. Confidential Information will not include any information that is in the public domain or intended to come into the public domain as a result of the performance of these Terms (other than through a breach of these Terms or breach of obligation of confidentiality).

Control in relation to an entity (as defined in section 9 of the Corporations Act), has the meaning given in section 50AA of the Corporations Act 2001 (Cth).

Credit Account has the meaning given in clause 5.1.

Credit Application Form means the credit application form used by Contact Biosolutions from time to time in connection with the provision of credit (or other deferred payment arrangements) to its customers.

Default Rate means the penalty interest rate fixed by the Attorney-General under the Penalty Interest Rates Act 1983 (VIC).

Delivery means delivery of the Goods in connection with an Order to the Delivery Address.

Delivery Address means the address for delivery of the Goods to the Customer, as stated in the Request for Supply.

Delivery Date means the earlier of the date specified in an Order as the delivery date for the Goods and the date on which the Goods (or where the Goods are delivered in Installments, the date on which the Goods included in that Installment) are actually delivered to the Customer at the Delivery Address.

Goods means the goods supplied by Contact Biosolutions and purchased by the Customer under these Terms.

GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Installments has the meaning given in clause 6.5.

Intellectual Property Rights means all present and future intellectual property, including works or other subjected matter of copyright, trademarks, designs, business or domain names, inventions, know how, confidential information and trade secrets, arising anywhere in the world, whether registered or unregistered, and any rights subsisting in or connected with that intellectual property, including any moral rights.

Label has the meaning given in clause 8.1.

Marketing Material means any material supplied by Contact Biosolutions in connection with the Goods, including information contained on the Label, for any purpose whatsoever including (but not limited to) advertising and/or displaying the Goods in connection with re-sale by the Customer.

Order means an order for the supply the Goods, as requested by the Customer and confirmed by Contact Biosolutions under clause 3.

Payment Due Date has the meaning given in clause 4.1.

Personal Information has the meaning given under the Privacy Act.

PPSA means the Personal Property Securities Act 2009 (Cth) as amended.

PPSR means the personal property securities registered established under section 146 of the PPSA.

Price means the price of the Goods as determined by Contact Biosolutions from time to time or as otherwise negotiated and agreed between Contact Biosolutions and the Customer.

Privacy Act means the Privacy Act 1988 (Cth).

Purchase Price means the payable amount by the Customer to Contact Biosolutions in respect of the purchase and delivery of the Goods, as set out in an Order, or as separately agreed in writing by the parties.

Quotation has the meaning given in clause 2.1.

Quotation Date means the date when a quote is provided by Contact Biosolutions to the Customer.

Quotation Expiry Date has the meaning given in clause 2.4.

Request for Supply has the meaning given in clause 2.1.

Security Interest has the meaning given under the PPSA.

2. QUOTATION

2.1 A Customer may request Contact Biosolutions to provide a formal quotation for the supply of Goods (Quotation), including:

(a) details of the Goods;

(b) the quantity of the Goods; 3

(d) the location for delivery of the Goods,

(Request for Supply), and otherwise in accordance with these Terms. Contact Biosolutions may, but is not obliged to, respond to any Request for Supply, and provide a Quotation for the supply of Goods.

2.2 Any Quotation provided by Contact Biosolutions will include the Price for the Goods specified in the Request for Supply. Unless we state otherwise, the prices specified in the Quotation are exclusive of GST.

2.3 We may withdraw or alter any Quotation by notice at any time prior to written acceptance by the Customer.

2.4 Unless otherwise withdrawn by Contact Biosolutions under clause 2.3, a Quotation will remain valid for the period stated in the Quotation or, if no period is stated, for 30 days from the Quotation Date (Quotation Expiry Date).

3. ORDERS

3.1 The Customer may accept (or reject) a Quotation at any time prior to the expiry of the Quotation Expiry Date, by giving written notice to Contact Biosolutions. Acceptance of a Quotation, which may be by telephone or in writing, including email, will constitute an order by the Customer to Contact Biosolutions (Order).

3.2 An Order may be accepted or rejected by Contact Biosolutions at its sole discretion. A binding agreement between the Customer and Contact Biosolutions for the supply of Goods on these Terms will be formed only upon Contact Biosolutions’ written acceptance of an Order from the Customer.

3.3 The Customer acknowledges and agrees that prior to accepting an Order for the supply of Goods it has:

(a) not relied on any advice, representation, recommendation, information, assistance or other services provided by Contact Biosolutions in relation to the Goods; and

(b) has satisfied itself that the Goods are appropriate for its needs and requirements having regard to its own personal circumstances.

3.4 Contact Biosolutions may update or otherwise amend these Terms by notifying the Customer in writing, including a copy of the updated terms and conditions. The updated terms and conditions (in the form provided to the Customer) will apply to any new Order placed by the Customer, and accepted by Contact Biosolutions, after the date on which the updated terms and conditions are provided to the Customer (Effective Date). To avoid doubt, any Order (including any outstanding Installment) placed prior to the Effective Date will be governed by the terms in place immediately prior to the Effective Date.

4. PAYMENT

4.1 Subject to clause 4.2(b), and unless otherwise agreed by the parties in writing, the Purchase Price must be paid by the Customer to Contact Biosolutions (in full and without set-off or deduction) on the earlier of:

(a) the date stated in the Order; and

(b) within seven (7) days of the Delivery Date,

(the Payment Due Date).

4.2 If payment of the Purchase Price is not received by Contact Biosolutions (in full) prior to the Payment Due Date:

(a) Contact Biosolutions may charge interest at the Default Rate on any part of the Purchase Price which is due and payable from the Payment Due Date until full payment of the Purchase Price is received by Contact Biosolutions, calculated daily and compounded monthly at the time of charging; and

(b) the Customer agrees to pay all of Contact Biosolutions’ reasonable costs and expenses of pursuing the recovery of such debts (which may include third party fees including debt collection and/or legal fees).

5. CREDIT ACCOUNT

5.1 Contact Biosolutions may, in its sole discretion, offer the Customer a credit account (Credit Account).

5.2 The provision of any Credit Account is conditional on the Customer providing Contact Biosolutions with a valid and complete Credit Application Form, in a form approved by Contact Biosolutions.

5.3 Contact Biosolutions may establish a credit limit (Credit Limit) for the Credit Account, which will be notified to the Customer by Contact Biosolutions as part of the application for a Credit Account. The Credit Limit is the maximum amount of credit extended to the Customer by Contact Biosolutions and can be adjusted (either increased or reduced) at any time at the sole discretion of Contact Biosolutions by written notice to the Customer.

5.4 Contact Biosolutions may cancel any Credit Account at any time and in its sole discretion, by written notice to the Customer.

5.5 If Contact Biosolutions gives notice to the Customer:

(a) under clause 5.3 reducing the Credit Limit; or

(b) under clause 5.4, cancelling the Credit Account,

then the outstanding balance of the Credit Account (less any part of the Credit Limit which remains in place) will become due and payable to Contact Biosolutions within fourteen (14) days of the notice.

5.6 The Customer consents to, and acknowledges:

(a) Contact Biosolutions making credit inquiries and obtaining credit reports or information from credit bureaus, financial institutions, and other relevant sources it deems reasonably necessary to assess and monitor the Customer’s creditworthiness, both during the application process and throughout the operation of the Credit Account;

(b) these credit inquiries may impact the Customer’s credit history; and

(c) Contact Biosolutions will handle all obtained credit information in accordance with applicable data protection and privacy laws (including the Privacy Act).

5.7 The Customer agrees to pay all costs and expenses (including legal costs, commissions, dishonour fees) incurred by Contact Biosolutions in connection with the recovery of overdue amounts and enforcing the charges described in these Terms.

5.8 The Customer acknowledges and agrees that Contact Biosolutions accepts no liability or responsibility, and the Customer may not make a claim against Contact Biosolutions, for any loss or liability, howsoever arising, incurred by the Customer as a result of the cancelation of any Credit Account.

6. DELIVERY AND INSPECTION OF GOODS

6.1 Subject to these Terms, Contact Biosolutions will deliver the Goods to the Customer on the Delivery Date.

6.2 The Customer acknowledges and agrees that:

(a) the Delivery Date for the Goods is an estimate only;

(b) subject to the Australian Consumer Law, Contact Biosolutions is not liable to the Customer (or any other party) for any delay in, or failure to, deliver the Goods or for any loss, damage or delay suffered or incurred by the Customer as a result (directly or indirectly) of any delay in, or failure to, deliver the Goods; and

6.3 If the Customer is unable or unwilling to accept delivery of the Goods then the Customer will be liable for all costs and expenses incurred by Contact Biosolutions including (but not limited to) storage and/or logistics costs and additional charges and expenses and additional delivery charges (if any)) associated with non-acceptance of delivery, with such amounts payable by the Customer to Contact Biosolutions on demand.

6.4 Unless otherwise stated in the Quotation or notified by Contact Biosolutions to the Customer in writing, the Customer bears all risk of loss or damage to the Goods on and from the time and date of dispatch of the Goods by Contact Biosolutions to the Delivery Address (including any contactless delivery if applicable).

6.5 Contact Biosolutions may fulfil an Order and dispatch and deliver the relevant Goods to the Customer in multiple installment deliveries (Installments). Each Installment will be invoiced separately by Contact Biosolutions, and any remaining Goods will be treated as a back order on the relevant Order to which they relate (Back Order Goods). Back Order Goods will be separately invoiced on delivery as a separate Installment under the same Order.

6.6 If Contact Biosolutions fails to deliver any Installment(s), the Customer must still accept and pay for the remaining Installment(s) of the relevant Order. If the Customer does not pay for an Installment(s), Contact Biosolutions may treat the non-payment as a breach of contract relating to those Installments delivered to the Customer.

6.7 The Customer must:

(a) inspect the Goods at the time of delivery (as applicable); and

(b) subject to the Australian Consumer Law, notify Contact Biosolutions in writing of any damage or defect in the Goods or of any non-conformance with their description within seven (7) business days of delivery.

6.8 If:

(a) the Customer notifies Contact Biosolutions of any damage or defect in the Goods or non-conformance with an Order in accordance with clause 6.7; and

(b) Contact Biosolutions confirms that damage, defect or non-conformance exists,

then Contact Biosolutions will notify the Customer of the intended resolution in accordance with clause 13.4. The obligations of Contact Biosolutions in this clause are expressly in lieu of all other remedies and warranties, express, statutory or implied and Contact Biosolutions shall have no further liability in respect of the Goods, whether at law, equity or under these Terms.

6.9 If the type, and/or quantity, of Goods delivered to the Customer is different to, and/or less than, the type and/or amount which the Customer ordered (as detailed in the corresponding Order) (Discrepancy), the Customer must notify Contact Biosolutions (in writing) within 10 business days of the Delivery Date (Notice Period) including accurate and complete details of the alleged Discrepancy.

6.10 If the Customer fails to give valid notice of the Discrepancy in accordance with clause 6.9 prior to the expiry of the Notice Period then the Customer is taken to have accepted the Goods and must pay for the Goods in full, despite any Discrepancy which may subsist.

6.11 Without limiting clause 6.9, if the quantity of the Goods delivered to the Customer exceeds the quantity of the Goods specified in the corresponding Order then the Customer must immediately inform Contact Biosolutions in writing and Contact Biosolutions may elect to:

(a) charge the Customer for the excess Goods, calculated at the Price for the Goods stated in the relevant Order (unless a lesser price for the relevant Goods is published on the Contact Biosolutions website immediately prior to the Delivery Date for the Goods); or

(b) recover the excess Goods from the Customer (in which case, the Customer must do all things necessary to assist Contact Biosolutions to recover the Goods promptly).

6.12 To the extent permitted by law, and subject to these Terms:

(a) the Goods are non-refundable unless they are faulty, defective or otherwise breach Australian Consumer Law; and

(b) where the Goods are faulty or defective the Customer’s rights of recourse and/or recovery against Contact Biosolutions are limited to those rights set out in clause 13

7. TITLE

7.1 Title in, and ownership of, the Goods remains with Contact Biosolutions and will not pass to the Customer until the Purchase Price and all monies owing by the Customer to Contact Biosolutions have been paid to, and received by, Contact Biosolutions in cleared funds.

7.2 Until such time as title in, and ownership of, the Goods passes to the Customer in accordance with these Terms, the Customer:

(a) holds the Goods (including where they have been converted or changed) as bailee and fiduciary for Contact Biosolutions until it pays all amounts owing and payable to Contact Biosolutions in full.; and

(b) must:

(i) store the Goods separately to its other goods;

(ii) mark the Goods so that they are clearly identifiable as Contact Biosolutions’ property; and

(iii) if requested Contact Biosolutions, inform Contact Biosolutions of the location which the Goods are stored.

(c) acknowledges and agrees that Contact Biosolutions may exercise its rights under clause 9.4 in respect of any Goods for which title has not passed to the Customer in accordance with these Terms.

8. USE OF GOODS

8.1 The Customer acknowledges and agrees that it must only use the Goods in accordance with the directions for use and any other directions, safety information and storage requirements:

(a) as stated on the label of the packaging of the Goods (Label); and

(b) as given by (or on behalf of) Contact Biosolutions to the Customer in writing or posted on the Contact Biosolutions website from time to time (including, but not limited to, any safety data sheet or similar information relating to safety and use of the Goods),

(the Directions for Use) and, to the maximum extent permitted by law, Contact Biosolutions will not be liable to the Customer for any loss or liability which the Customer suffers or incurred (directly or indirectly) as a result of its use of the Goods other than in accordance with the Directions for Use.

8.2 The Customer unconditionally and irrevocably indemnifies Contact Biosolutions from and against any loss or liability suffered or incurred by it as a result (directly or indirectly) of a breach by the Customer of its obligations under clause 8.1.

9. SECURITY INTEREST

9.1 The Customer agrees to grant Contact Biosolutions a security interest (as defined under the PPSA) over all of its present and after-acquired property (including the Goods) and must do all things necessary, including executing any documentation necessary to allow Contact Biosolutions to register and/or perfect its security interest on the PPSR.

9.2 The Customer acknowledges that Contact Biosolutions has and may perfect a registerable security interest:

(a) in the Goods (subject to title passing to the Customer in accordance with these Terms) and that these Terms evidence that security interest; and

(b) where the Customer has been extended credit under a Credit Account, over any/all of the Customer’s present and after-acquired property (including but not limited to the Goods).

9.3 Contact Biosolutions will continue to hold a security interest in the Goods in accordance with, and subject to, the PPSA, notwithstanding that the Goods may be processed, commingled or become an accession with other goods.

9.4 In addition to any rights Contact Biosolutions may have under the PPSA (or otherwise at law), until title in the Goods passes to the Customer in accordance with clause 7, Contact Biosolutions is entitled without notice or liability to the Customer to enter, or cause Contact Biosolutions’ agent to enter, the Customer’s premises (or any other premises where the Customer is holding the Goods) in order to search for and remove the Goods.

9.5 The Customer irrevocably authorises Contact Biosolutions to enter such premises (including via an agent) and indemnifies Contact Biosolutions from and against any loss, liability and/or third party claim suffered or incurred by Contact Biosolutions as a result of exercising its rights under this clause 9.

9.6 To the extent permitted by law, if there is any inconsistency between Contact Biosolutions’ rights under this clause 9 and the PPSA, this clause prevails.

9.7 The Customer waives its right to receive any notice under the PPSA (including notice of a verification statement in accordance with section 157 of the PPSA) unless the notice is required by the PPSA and cannot be excluded.

9.8 The Customer acknowledges and agrees that if requested by Contact Biosolutions, the Customer will provide and procure the execution of a guarantee by its directors and/or its parent company (if applicable) in the form reasonably required by Contact Biosolutions in respect of all/any Purchase Price owed to Contact Biosolutions.

9.9 Until title in the Goods passes to the Customer, the Customer must keep all Goods free and ensure all such Goods are kept free of any charge, lien or security interest and not otherwise deal with the Goods in a way that will or may prejudice any rights of Contact Biosolutions under these Terms, the PPSA or any other applicable law.

9.10 The Customer undertakes to:

(a) sign any further documents and provide such information which Contact Biosolutions may reasonably require to enforce its rights under the PPSA and/or this clause 9;

(b) indemnify and upon demand reimburse Contact Biosolutions for all costs and expenses incurred in registering a Financing Statement or Financing Change Statement (each as defined in the PPSA) on the PPSR or releasing any security interest(s);

(c) not register or permit to be registered a Financing Change Statement in the Collateral (as defined in the PPSA) without the prior written consent of Contact Biosolutions (which it may elect to give, or withhold in its sole direction and subject to any conditions which it considers necessary); and

(d) provide Contact Biosolutions not less than 7 days prior written notice of any proposed change in the Customer’s name, address, contact numbers, business practice or such other change in the Customer’s details registered on the PPSR to enable Contact Biosolutions to register a Financing Change Statement if required.

9.11 Contact Biosolutions and the Customer agree that sections 96, 125 and 132(3)(d) and 132(4) of the PPSA do not apply to the security agreement created under these Terms.

9.12 The Customer waives its rights as a Grantor (as defined in the PPSA) under sections 142 and 143 of the PPSA.

9.13 The Customer shall unconditionally ratify any actions taken by Contact Biosolutions under this clause 9.

9.14 This clause 9 will survive the termination of the Contract to the extent permitted by law.

10. CUSTOMER INFORMATION

10.1 The Customer agrees to provide to Contact Biosolutions all information necessary for it to perform its obligations under these Terms, including but not limited to the supply of Goods (Customer Information) and agrees to notify Contact Biosolutions as soon as it becomes aware of any error, incompleteness, inaccuracy or defect in the Customer Information.

10.2 Contact Biosolutions is not required to independently verify the accuracy of such Customer Information, and the Customer acknowledges that it is solely responsible for the accuracy of the Customer Information provided.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 Nothing in these Terms affects the ownership of any Intellectual Property Rights of either party and there is no transfer of title or ownership to the Customer of any Intellectual Property Rights in any Goods delivered to it.

11.2 Contact Biosolutions will, at all times, be and remain the owner of all Intellectual Property Rights in the Goods, including (but not limited to) the formulation and processes associated with the production of the Goods and any Labels and Marketing Material associated with the Goods (Contact Biosolutions IP), and the Customer must not take, appropriate or represent any Contact Biosolutions IP as its own.

11.3 The Customer grants Contact Biosolutions an irrevocable, royalty-free, non-exclusive licence to use the Customer’s Intellectual Property Rights contained in the Customer Information for the purpose of providing the Goods.

11.4 All Intellectual Property Rights created for the purposes of, or arising as a result of, or in connection with the Customer’s usage of the Goods will be owned by Contact Biosolutions and will form part of the Contact Biosolutions IP, unless otherwise agreed in writing by the parties.

11.5 The Customer agrees to provide as soon as reasonably practicable, upon request by Contact Biosolutions the results of any test, trial or analysis of any type without charge where the tests, trials or analysis directly or indirectly include, or otherwise relate to, the Goods, which will form part of the Contact Biosolutions IP.

11.6 The Customer:

(a) shall not alter, modify, adapt, remove, change or in any way tamper with any Contact Biosolutions IP; and

(b) must immediately on demand by Contact Biosolutions return any Contact Biosolutions IP to Contact Biosolutions.

12. NO REVERSE ENGINEERING

12.1 The Customer must not, and must ensure that its employees, agents, contractors and customers do not, directly or indirectly:

(a) reverse-engineer, decompile, disassemble, analyse or otherwise attempt to determine the composition, formulation, manufacturing process or any trade secret embodied in the Goods or any component of the Goods;

(b) commission or procure any third party to carry out any of the activities described in clause 12.1(a); or

(c) use any information derived from, or generated in connection with, any test, trial or analysis of the Goods (including under clause 11.5) for the purpose of, or in connection with, any attempt to replicate, reproduce or manufacture the Goods or any product substantially similar to the Goods.

For the avoidance of doubt, this clause 12.1 does not restrict any analysis of the Goods that is required by applicable law or regulation or by a governmental authority.

13. LIMITATION OF LIABILITY

13.1 Nothing in these Terms excludes, restricts, modifies or limits any right or remedy or any guarantees which cannot lawfully be excluded, restricted, modified or limited by agreement, including any consumer guarantees set out in the Australian Consumer Law.

13.2 Where the Customer acquires the Goods under these Terms as a “consumer” (as defined under the Australian Consumer Law) and the consumer guarantees under the Australian Consumer Law apply to the Goods, then the following shall apply to the supply of Goods:

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

to cancel your service contract with us; and
to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to choose a refund or replacement for major failures with goods. 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. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

13.3 Subject to clause 13.2, to the maximum extent permitted by law, and except as otherwise expressly set out in these Terms, all express or implied guarantees, warranties, conditions or representations relating to the Goods, these Terms or their subject matter, are excluded, including without limitation any warranty as to the fitness or suitability of the Goods for any particular purpose or special circumstance or the correctness or quality of information, or advice concerning the Goods.

13.4 Subject to clause 13.5, to the maximum extent permitted by law, and except as expressly set out in these Terms, the maximum aggregate liability of Contact Biosolutions for all claims under or relating to these Terms or their subject matter, or for particular Goods supplied under these 11 Terms, whether in contract, tort (including negligence) in equity, under statute or otherwise, is limited to an amount equal to the Purchase Price paid (and received by Contact Biosolutions) for the relevant Goods by the Customer under these Terms. Contact Biosolutions’ liability is limited, at its sole discretion and at its option to re-supply the relevant Goods or re-perform the relevant services, or the payment of the cost to the Customer of having the Goods supplied again, or to refund the supply of the whole or any relevant part of the Goods.

13.5 Except to the extent that any statute, including the Australian Consumer Law, may imply warranties or impose obligations on Contact Biosolutions which cannot be excluded, restricted or modified, subject to clauses 13.1 and 13.2 and to the maximum extent permitted by law, neither party will be liable for any consequential or indirect loss, or for any collateral, special, incidental, indirect, exemplary or punitive damages of any nature, or for any economic loss, loss of profits or revenue, loss of business, loss of goodwill, loss of opportunity, loss of anticipated savings or expenses, costs of cover, or costs of delay, however caused and based on any theory of liability, for any claims or causes of action arising out of or related to these Terms or the Goods.

13.6 The Customer unconditionally and irrevocably indemnifies Contact Biosolutions from and against any loss or liability suffered or incurred by it as a result (directly or indirectly) of a breach by the Customer of these Terms or any relevant law.

14. LICENSES, DUTIES, ETC.

14.1 The Customer acknowledges and agrees that it is solely responsible for:

(a) the payment of any taxes and or duties; and

(b) obtaining and maintaining in full force and effect any license, authorisation and/or consent required in connection with the storage, use and/or resale (including import or export licenses), by the Customer in respect of the Goods and Contact Biosolutions shall have no liability whatsoever in respect of Goods imported or exported by the Customer without any necessary licenses, authorisations or consent or in breach of the restrictions on the exportation of Goods under clause 18.

15. HEALTH AND SAFETY

15.1 The Customer must ensure that:

(a) it complies with all applicable health and safety laws and regulations, and takes all other appropriate steps and adopts best industry practice policies and standards, in relation to the storage, handling and the use of the Goods; and

(b) where information is supplied (or otherwise made available) by Contact Biosolutions to the Customer regarding potential hazards relating to the Goods (including any Directions for Use as defined under clause 8), the Customer must bring such information to the attention of its employees, agents, sub-contractors, visitors, customers and any other third parties (as applicable) promptly following receipt of such information from Contact Biosolutions.

15.2 Without limiting clause 15.1, the Customer must ensure that:

(a) any premises which it nominates as the Delivery Address for the Goods; and

(b) any other premises at which the Goods may be held or stored from time to time,

are appropriate, and maintain all necessary safety protections, for the reception, and storage, of the Goods.

15.3 The Customer unconditionally and irrevocably indemnifies Contact Biosolutions from and against any loss or liability suffered or incurred by it as a result (directly or indirectly) of a breach by the Customer of its obligations under this clause 15.

16. GST

16.1 Except where these Terms state otherwise, each amount payable by a party under these Terms in respect of a taxable supply by the other party is expressed as a GST exclusive amount and the recipient of the supply must, in addition to that amount, and at the same time, pay to the supplier the GST payable in respect of the supply.

17. CANCELLATION

17.1 Contact Biosolutions may extend the time of delivery or cancel an Order if Contact Biosolutions cannot (for any reason) supply the Customer with the Goods. Contact Biosolutions will endeavour to give the Customer reasonable notice of the cancellation and, subject to these Terms, a refund back to the Customer’s Credit Account (if they have one), or the original payment method used by the Customer.

17.2 The Customer may not cancel an Order without the prior written consent of Contact Biosolutions (which it may withhold in its sole discretion or grant subject to any conditions which it considers necessary). The Customer acknowledges and agrees that Contact Biosolutions will not agree to any cancellation of an Order unless the Customer first agrees to indemnify Contact Biosolutions for all loss, liability or damage which Contact Biosolutions suffers or incurs as a result of the cancellation.

17.3 Without limiting any other rights it may have, Contact Biosolutions may, by providing written notice to the Customer, immediately cancel an Order (including any Installment) of Goods and resell the Goods and demand immediate payment of all amounts outstanding (whether or not then due and payable), if:

(a) the Customer breaches these Terms and:

(i) the breach is not capable of remedy; or

(ii) where Contact Biosolutions considers that the breach is capable of remedy, fails to remedy that breach within 5 business days of the date which the breach occurred;

(b) the Customer, in the reasonable opinion of Contact Biosolutions, has unsatisfactory creditworthiness;

(i) a “controller” (as defined in section 9 of the Corporations Act 2001 (Cth)), manager, trustee, administrator, or similar officer is appointed in respect of a person or any asset of a person; 13

(ii) a liquidator or provisional liquidator is appointed in respect of a corporation;

(iii) any application (not being an application withdrawn or dismissed within 7 days) is made to a court for an order, or an order is made, or a meeting is convened, or a resolution is passed, for the purpose of appointing a person referred to in clause 17.3(c)(i) or clause 17.3(c)(ii);

(iv) winding up a corporation; or

(v) proposing or implementing a scheme of arrangement;

(vi) any event or conduct occurs which would enable a court to grant a petition, or an order is made, for the bankruptcy of an individual or his estate under any insolvency provision;

(vii) a moratorium of any debts of a person, a personal insolvency agreement or any other assignment, composition or arrangement (formal or informal) with a person’s creditors or any similar proceeding or arrangement by which the assets of a person are subjected conditionally or unconditionally to the control of that person’s creditors or a trustee, is ordered, declared or agreed to, or is applied for and the application is not withdrawn or dismissed within 7 days;

(viii) a person becomes, or admits in writing that it is, is declared to be, or is deemed under any applicable law to be, insolvent or unable to pay its debts; or

(ix) any writ of execution, garnishee order, mareva injunction or similar order, attachment, distress or other process is made, levied or issued against or in relation to any asset of a person.

17.4 The Customer agrees that Contact Biosolutions will not be liable for any loss suffered or damage incurred directly or indirectly as a result of Contact Biosolutions’ suspension of the provision of Goods because it has exercised its rights under this clause.

18. RESALE BY THE CUSTOMER

18.1 The Customer agrees to only resell the Goods in accordance with the following conditions:

(a) in, or from, bottles, containers or other goods packaging supplied by Contact Biosolutions and exactly as supplied by Contact Biosolutions with the label intact and together with the applicable Directions for Use (as defined under clause 8), unless otherwise agreed by Contact Biosolutions (in writing); and

(b) in accordance with laws or regulations that relate to the storage, distribution and offer for sale and resale of the Goods in the relevant jurisdiction (including any specific laws or regulations that apply to state(s) and/or territory(s) in that jurisdiction) in which they operate and any lawful directions given to it by Contact Biosolutions; and

(c) within the jurisdiction in which the Goods are supplied to the Customer, and the Customer must not resell by way of export any Goods outside of that jurisdiction unless Contact Biosolutions consents in writing and the Goods have all relevant regulatory approvals for such export, or unless otherwise agreed by Contact Biosolutions (in writing).

18.2 The Customer acknowledges and agrees that it:

(a) will hire appropriately trained and experienced sales personnel when promoting, marketing and selling the Goods to its own customers;

(b) will act in good faith and in a manner consistent with and beneficial to Contact Biosolutions’ interests at all times when reselling the Goods;

(c) will inform Contact Biosolutions of all complaints relating to the Goods and provide Contact Biosolutions with any relevant and available evidence and other information at Contact Biosolutions’ expense to facilitate examination of the relevant Goods in respect of which the complaints have been made; and

(d) must not:

(i) make any representations, statements or other claims regarding the Goods (including any use for, or application of, the Goods), through any channel or outlet, other than strictly in accordance with the Marketing Materials supplied by Contact Biosolutions to the Customer from time to time only; and

(ii) under any circumstances, depart from, elaborate, embellish or enhance on, or otherwise change, alter or amend (whether material or otherwise) in any manner whatsoever, the form of, and content provided in, the Marketing Materials.

19. FORCE MAJEURE

19.1 In this clause “Force Majeure Event” means an event, fact or circumstance that is beyond a party’s reasonable control, including for example, fire, flood, earthquake, acts of God, strikes, industrial disputes, acts of war, terrorism, riots, civil disorders, rebellions or revolution, pandemics, epidemics, quarantines, embargos and other similar governmental action.

19.2 If a Force Majeure Event occurs, the party affected by it (Affected Party) must promptly notify the other party of the occurrence with details of the circumstances giving rise to the Force Majeure Event, and use all reasonable endeavours to remedy, remove or mitigate the effect of that Force Majeure Event.

19.3 For so long as the Force Majeure Event subsists, the Affected Party is not liable to the other party for any failure or delay in performing its obligations under these Terms (other than a payment obligation) to the extent that it is affected by the Force Majeure Event.

20. RIGHT TO RECALL

20.1 Contact Biosolutions reserves the right to recall any Goods which, in Contact Biosolutions’ reasonable judgment, are found to be non-compliant with applicable laws, regulations, or quality standards.

20.2 Upon receipt of notice of such recall, the Customer shall immediately cease the use (and/or sale and distribution) of the affected Goods and shall cooperate fully with Contact Biosolutions in the recall process.

20.3 The Customer agrees to return any recalled Goods to Contact Biosolutions at Contact Biosolutions’ expense (provided that such costs are approved in writing in advance by Contact 15 Biosolutions) and to provide any necessary documentation regarding the use and/or distribution of those Goods or affected Goods already used or resold.

21. DISPUTE RESOLUTION

21.1 Subject to clause 21.4, a party must not commence court proceedings in relation to a dispute until it has exhausted the procedures in this clause 21.

21.2 The party claiming that a dispute exists must give the other party written notice of the dispute, together with details of the nature of the dispute and the relevant facts giving rise to the dispute (Dispute Notice).

21.3 If a Dispute Notice is given then:

(a) the Customer’s representative and Contact Biosolution’s representative must negotiate as soon as possible in an effort to resolve the dispute; and

(b) if the dispute is not resolved within 7 days after the date on which a Dispute Notice is given, the Managing Directors (or equivalent) of the parties must meet to attempt to resolve the dispute within 14 days.

21.4 Nothing in this clause prevents a party from seeking urgent injunctive, declaratory or other interlocutory relief (including for specific performance) against the other party in order to protect or preserve its rights under these Terms.

22. CONFIDENTIALITY

22.1 Each party acknowledges that it may receive Confidential Information of the other party and agrees to keep that Confidential Information secret, to protect and preserve its confidential nature, and not use it or disclose it to any person (or allow or assist or make it possible for any person to observe or have access to it) without the other party’s prior consent, except to the extent reasonably necessary to:

(a) supply the Goods;

(b) obtain professional advice in relation to the Goods;

(d) comply with disclosure obligations required by law, provided that the other party is given reasonable notice of the required disclosure.

22.2 The provisions of this clause 22 continue in force notwithstanding completion of an Order, or the termination of these Terms for any reason.

22.3 The parties acknowledge and agree that:

(a) these Terms and the provisions of any Order are confidential and must not be disclosed by the Customer to any third party without the prior written consent of Contact BioSolutions, unless such disclosure is required by law (other than section 275(1) of the PPSA); and

(b) the provisions of this clause 22 amount to a “confidentiality agreement” referred to in section 275 (6) of the PPSA.

23. PRIVACY

23.1 Contact BioSolutions may collect and use your Personal Information for purposes including (but not limited to):

(a) to process and administer your dealings as a customer, including in connection with any Credit Application and assessing your credit worthiness;

(b) to provide you with the Goods you have requested and assisting you with further relevant information including Goods related information; and

(c) to administer the transactions contemplated by these Terms, including managing your account with Contact Biosolutions.

23.2 Contact Biosolutions will generally:

(a) use Personal Information provided to it for the purposes relating to these Terms;

(b) use Personal Information collected by it in accordance with its Privacy Policy as published on Contact Biosolutions website (Privacy Policy) and Privacy Act; and

(c) not sell, trade, give or pass on to any third party any Personal Information unless such a disclosure is contemplated by and directly related to the purpose outlined by these Terms, or the Customer consents to such a disclosure or such disclosure is required to do so by law.

23.3 Customer irrevocably and unconditionally authorises Contact Biosolutions to disclose the Customer’s Personal Information to third party contractors and service providers that assist Contact Biosolutions operate its business and assist Contact Biosolutions fulfil these Terms such as contractors and service providers involved in services including but not limited to the processing of orders, order fulfilment and the collection of outstanding debts.

23.4 By entering into these Terms, the Customer acknowledges and agrees that:

(a) it has read and understood our Privacy Policy and agrees to be bound by its terms; and

(b) Contact Biosolutions is a global organisation and some of its related entities (Group Companies) are domiciled in foreign jurisdictions located outside of Australia including (but not limited to) Thailand, USA, New Zealand and Japan. The Customer consents to the overseas transfer and handling of its Personal Information to its Group Companies for the purposes of, and in connection with, complying with its obligations under these Terms.

23.5 The Customer represents and warrants that:

(a) all Customer Information provided to Contact Biosolutions is true, complete and accurate in all necessary respects, and is not misleading, fraudulent or otherwise objectionable;

(b) the Customer Information, as well as our use of that information in accordance with these Terms, does not and will not infringe the Intellectual Property Rights or other rights of any person or any applicable law; and

(c) it shall comply with the provisions of the Privacy Act and shall not (as far as practicable) knowingly do anything or permit anything to be done which might lead to a breach of the Privacy Act by the Customer or Contact Biosolutions.

24. GENERAL

24.1 These Terms (and the terms of any Order) may other be amended or modified in writing signed by the parties.

24.2 Customer must comply with all applicable laws, regulations, industry standards and codes of conduct in Australia and any other relevant jurisdiction in relation to all matters contemplated (whether expressly or implicitly) by these Terms.

24.3 In these Terms and any Contract, unless the contrary intention appears:

(a) a person includes a corporation, unincorporated association, partnership, joint venture or public, statutory or governmental association or agency;

(b) a statute or regulation includes an amendment, replacement or re-enactment of that statute or regulation;

(d) the word “including” and similar expressions are not words of limitation;

(e) a reference to conduct includes any omission and any statement or undertaking, whether or not in writing; and

(f) where an act is to be performed on a day that is not a business day, the act will be required to be performed on the following business day.

24.4 Contact Biosolutions may by written notice to the Customer assign, transfer, subcontract or otherwise dispose of, in whole or in part, its rights under these Terms (including any Order).

24.5 The Customer must not:

(a) assign or novate its rights under these Terms (including any Order); or

(b) undergo a change in Control,

or purport or attempt to do those things, without the prior written consent of Contact Biosolutions (which it may elect to give or withhold in its sole discretion and subject to any conditions which it considers necessary). Any breach by the Customer of this clause 24.5 will constitute a material breach of these Terms.

24.6 Any notice in connection with these Terms or any Contract will be deemed to have been duly given when made in writing and delivered or sent by facsimile or post to the party to whom such notice is intended to be given, at the address or facsimile number of that party in the Contract or to such other address or facsimile number as may from time to time be notified in writing to the other party.

24.7 These Terms do not create a relationship of agency, partnership, joint venture or employment between the parties. Neither party has any authority to act for or incur any liability or obligation on behalf of the other party in any manner.

24.8 It is expressly acknowledged, by and between the parties, that the terms and conditions set out in these Terms contain the entire agreement concluded between the parties, and that these Terms supersede any and all prior agreements, representations, or understandings between the parties, whether written or oral, in respect of the same subject matter. To the extent that any inconsistency arises:

(a) between these terms and conditions (including any annexure) and an Order, these terms and conditions will prevail; and

(b) between two or more Orders, the most recently agreed Order will prevail over any prior agreed Order.

24.9 These Terms (and the supply of Goods under these Terms) are governed by the laws of the State of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of the State of Victoria, Australia.

24.10 The Customer agrees that Contact Biosolutions may without notice engage subcontractors, delivery carriers or other professional consultants to assist Contact Biosolutions in providing the Goods in accordance with these Terms.

24.11 No right under these Terms will be deemed to be waived except by notice in writing signed by each party.

If any provision of these Terms is held by a court to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation it is to be severed so that the legality, validity and enforceability of the remaining provisions are not affected.