1. Interpretation. In this Agreement the following definitions shall apply:
“LeTap Bio-Solutions” means LeTap Bio-Solutions Pty Ltd (ABN 54601842595) and it’s substitutes, successors, assigns and agents. “Contract Goods” means the goods ordered by the Customer from LeTap Bio-Solutions as stipulated on the reverse; “Loss” means any loss, liability, damage, expense or cost whatsoever and includes (without limitation) indirect or consequential loss or damage, loss of profits or business opportunity, and damage to equipment or property.
2.1. Prices quoted for Contract Goods are based on information available to LeTap Bio-Solutions at the time of the Quotation (“Quoted Price”). LeTap Bio-Solutions reserves the right to amend the Quoted Price at any time prior to acceptance of the order by LeTap Bio-Solutions or otherwise in accordance with this clause 2.
2.2. LeTap Bio-Solutions is permitted to vary the Quoted Price, unilaterally by notice in writing to the Customer should there have been any circumstance that affects the Quoted Price including, but not limited to variations in; the rate of exchange (see Clause 2.3), the rate of Customs’ duty (Clause 2.4), any applicable tax, including sales tax (Clause 2.5), GST or delivery costs (Clause 2.6), since the date of the quotation.
2.3. Rates of Exchange. Prices quoted are based on currency rates of exchange at the time of quotation. Any variation in excess of $30.00 from that rate of exchange at the time of delivery may result in a variation of the Price (the “Variation Amount”) as determined by LeTap Bio-Solutions in its absolute discretion.
2.4. Duty Free. Should Duty Free prices be requested and subsequently quoted by LeTap Bio-Solutions, it is understood by the Customer that such prices are based on the Contract Goods being indented from overseas against the Customer's order. It is then the responsibility of the Customer to provide LeTap Bio-Solutions with the necessary documentation from the Customs Department to enable the items ordered to be brought into Australia Duty Free. Where duty fees are imposed for any reason whatsoever the Customer understands that it is responsible for these and that this will be added to the Price.
2.5. “Ex-Stock”. All Contract Goods quoted "ex stock" are subject to prior sale. For those items quoted on an indent basis, the delivery time is based upon LeTap Bio-Solutions’s knowledge at the time of quotation.
2.6. Delivery costs. The Customer is responsible for all delivery and transport costs.
3.1. Where credit terms have not been agreed to, payment will be required within 7 days of invoice in full.
3.2. Where separate credit terms have been agreed in writing, or as part of quote accounts will be settled as per those terms. LeTap Bio-Solutions reserves the right to amend the credit terms at any time without notice. Incase of any misunderstanding or dispute on the credit terms, clause 3.1 will apply.
3.3. Time of payment shall be the essence of the contract.
3.4. For late payments over 30 days, a collections charge of $50.00 per collections notice issued to the Customer may be levied at the discretion of LeTap Bio-Solutions.
4. Delivery and Risk.
4.1. Unless otherwise specified by LeTap Bio-Solutions, the delivery point shall be LeTap Bio-Solutions’s premises and no failure or refusal by the Customer to take possession of any Contract Goods shall affect the time of Delivery.
4.2. Any time stated for Delivery on an Order Form or otherwise is an estimate only and not of the essence of the Contract. LeTap Bio-Solutions will in no event be liable for any late Delivery or loss sustained as a result or consequence.
4.3. LeTap Bio-Solutions shall not be responsible or liable for any loss or damage to any Contract Goods, or any loss or damage that the Customer may suffer in relation to the transport of the Contract Goods.
4.4. At its discretion, LeTap Bio-Solutions may store Contract Goods that have been ordered by the Customer and delivered to LeTap Bio-Solutions, until such time as the Customer is ready to take delivery of the Contract Goods or LeTap Bio-Solutions refuses to continue to store the Contract Goods (whichever occurs sooner). The Customer will be liable for all reasonable costs incurred by LeTap Bio-Solutions in storing the Contract Goods from the time of Delivery.
5. Retention of Title
5.1. Until the Customer has paid LeTap Bio-Solutions for the Contract Goods, title in the Contract Goods will not pass to the Customer. Where the Contract Goods have been delivered to the Customer, the Customer must store the Contract Goods (in respect of which payment has not been made) separately from other Contract Goods that have been paid for and in a manner that allows the unpaid Contract Goods to be clearly identified.
5.2. Until the Contract Goods are paid for, the Customer holds them as bailee at will holding for LeTap Bio-Solutions.
5.3. The Customer must keep the Contract Goods insured noting LeTap Bio-Solutions’s interest therein. Where the Contract Goods are destroyed or damaged, the whole of the proceeds of any insurance claim made by the Customer under its policy will be held by the Customer on trust for LeTap Bio-Solutions and applied firstly in paying for the unpaid Contract Goods.
5.4. Notwithstanding that title remains in LeTap Bio-Solutions, the Contract Goods will be at the Customer’s risk until they are paid for.
6. Deposit. Where stipulated in the body of the quote that a deposit is payable, the Customer must pay the deposit within 3 days of a request from LeTap Bio-Solutions. Where the Customer is in breach of this Agreement and LeTap Bio-Solutions terminates this Agreement as a result, the deposit will be forfeited to LeTap Bio-Solutions. Until such time as deposit is received or order quote activated.