Terms and Conditions

TERMS AND CONDITIONS OF SALE
1. DEFINITIONS AND INTERPRETATION
Adverse Event means any untoward medical occurrence in a patient or clinical investigation subject or consumer, temporally associated with the use of a Supplier’s Goods, whether or not considered related to the Goods.
Conditions means these Terms and Conditions of Sale.
Consequential Loss means loss of expected savings, loss of use, loss of opportunity, loss of profit, loss of revenue, increased financing costs, loss arising from delay, or any consequential, special or indirect loss or damage, whether or not the possibility or potential extent of the loss or damage was known or foreseeable, and whether arising from a claim under indemnity, contract, tort (including negligence), statute or otherwise.
Consumer Goods means those goods supplied by the Supplier for which Sanofi-aventis Healthcare Pty Ltd trading as Sanofi Consumer Healthcare is the sponsor listed on the Australian Register of Therapeutic Goods.
Customer means the party making this application for credit.
Force Majeure Event means in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any of the following: governmental act, war, fire, flood, explosion, civil commotion, strike, lockout or other industrial action).
Goods means any goods supplied by the Supplier including Consumer Goods, Pharmaceutical Goods and/or Vaccine Goods.
Human Safety Information means any information relating to: (a) the death, serious injury or illness of a person that may have been caused by the use or misuse of a Supplier's Goods (a serious injury or illness includes any acute physical injury or illness requiring medical or surgical treatment by, or under the supervision of, a doctor or nurse); or (b) human health and/or wellbeing arising following exposure of humans to a Supplier's Goods. Examples include, but are not limited to, Adverse Event information, reports of patients taking a Supplier's Goods whilst pregnant, reports of drug abuse or overdose, reports of drug interaction, information received as part of product complaints, as well as information regarding unexpected therapeutic benefits (i.e. an unexpected improvement in a concurrent condition other than the one being treated);
Insolvency Event means, for the Customer, as applicable, being in liquidation or provisional liquidation, bankruptcy or under administration, having a controller (as defined in the Corporations Act 2001) or analogous person appointed to the Customer or any of the Customer’s property, being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand, being unable to pay the Customer’s debts, dying, ceasing to be of full legal capacity or otherwise becoming incapable of managing the Customer’s own affairs for any reason, taking any step that could result in the Company becoming an insolvent under administration (as defined in section 9 of the Corporations Act 2001), entering into a compromise or arrangement with, or assignment for the benefit of, any of the Customer’s members or creditors, or any analogous event.
Loss means any expense, cost or damage of any kind and includes Consequential Loss and a fine or penalty imposed by a statutory or other authority.
Pharmaceutical Goods means those goods supplied by the Supplier for which Sanofi-aventis Australia Pty Ltd is the sponsor listed on the Australian Register of Therapeutic Goods but excluding Vaccine Goods.
PMSI has the meaning given to that term in clause 18(a)(iii).
PPSA means the Personal Property Securities Act 2009 (Cth), as amended and in force from time to time. Terms and expressions used in this document that are defined in the PPSA have the same meanings given to those terms and expressions in that Act.
Real Property means all real property interests held by the Customer now or in the future.
Related Bodies Corporate has the same meaning as in the Corporations Act 2001.
Sanofi Group Company means Sanofi-aventis Australia Pty Ltd or Related Body Corporate of Sanofi-aventis Australia Pty Ltd ABN 31 008 558 807.
Security Agreement and Security Interest have the meanings given to those term in clause 18(a)(i).
Sponsor has the meaning given in the Therapeutic Goods Act 1989 (Cth)
Supplier means, in connection with the supply of any Goods, Sanofi Group Company making the supply to Customer.
Supplier Ts&Cs means any terms and conditions of quotation and supply, however described, notified by the Supplier to the Customer (whether on an invoice, quote, through the Supplier’s website, docket or otherwise), or supply agreement (however described) in the Supplier’s standard form entered into in writing between the Supplier and Customer.
Vaccine Goods means those goods classified as vaccines supplied by the Supplier for which Sanofi-aventis Australia Pty Ltd trading as Sanofi Pasteur is the sponsor listed on the Australian Register of Therapeutic Goods.
2. STRUCTURE OF THIS DOCUMENT
(a) These Conditions are intended to regulate key trading terms including the extension of credit in connection with the supply of Goods by Sanofi Group Companies to the Customer.
(b)The terms set out in these Conditions are incorporated by reference as part of the Supplier Ts&Cs. Those terms are legally binding between the Supplier and the Customer and should be read together with the Supplier Ts&Cs. To the extent of any inconsistency, the Supplier Ts&Cs prevail over these Conditions.
3. CUSTOMER OBLIGATIONS AND DEFAULT
(a) These Conditions apply if the Supplier any order for Goods from the Customer, whether for cash or on credit. The Customer has no entitlement to credit unless in the Supplier’s sole reasonable discretion the Supplier extends credit to the Customer. If in a particular case, the Supplier gives the Customer credit, the Supplier still reserves the right at any time and for any reason in the Supplier’s sole reasonable discretion to refuse to supply any further Goods to the Customer and to refuse to supply any Goods or both to the Customer on credit terms. If the Supplier does decline to give the Customer further credit then that decision does not affect the credit terms which apply to any amounts the Customer then owes to the Supplier.
(b) If there is any default by the Customer in making due payment to the Supplier of any monies owing by the Customer, or suffers an Insolvency Event or if there is a breach by the Customer of any of these Conditions then:-
(i) All monies payable by the Customer to the Supplier shall become immediately due and payable notwithstanding that the due date for payment of any of the monies shall not have expired;
(ii) The Supplier may terminate these Conditions, any order and/or the Customer’s credit account (if any) forthwith.
(b) The Customer agrees that it must:
(i) pay any stamp duty assessed on this document or fee to register or maintain any security interest held by the Supplier in respect of Goods supplied to the Customer.
(ii) advise the Supplier in writing of the occurrence of any Insolvency Event, any change in its name, ownership or control, or any step being taken to sell an asset or assets (separately or together having a value being greater than 20% in value of its gross assets) as soon as practicable and not later than within two business days of such event, change or step occurring. The Customer acknowledges that, despite any such event, change, or step the Customer remains liable to pay the price for all Goods supplied.
4. OVERDUE ACCOUNTS AND SECURITY
(a) Any amount not paid by the due date will incur interest at a rate of 5% above the Reserve Bank of Australia Cash Rate calculated daily and compounded monthly but in no circumstances will the interest charged exceed 20% per annum.
(b) The Customer agrees to pay all costs and expenses (including legal costs, commissions paid by the Supplier or its Related Bodies Corporate to any commercial or mercantile agent and dishonour fees) incurred by the Supplier in connection with the recovery of overdue amounts and enforcing the charge in clause 10(i)(i).
(c) A statement in writing signed by an authorised officer of the Supplier setting out the moneys due or owing to the Supplier at the date of the statement shall be sufficient evidence of the amount so due or owing until the contrary is proven.
5. ORDERS
(a) The Customer is to place orders with the Supplier via the method notified by the Supplier including via telephone, email, facsimile, the Supplier’s website(s) or a direct order with their territory manager “Territory Manager” or as otherwise agreed by the Supplier.
(b) The Supplier reserves the right to accept or decline, in whole or in part, any order placed by the Customer, but once accepted, these Conditions become binding on the parties.
(c) The Customer shall place an order by quoting their account number, purchase order number (if applicable), product code, followed by quantity.
(d) These Conditions apply to all quotations issued by the Supplier to the Customer for the sale of its Goods, all sales of Goods made by the Supplier to the Customer and all purchase orders submitted by the Customer to Sanofi.
(e) Any quotation made by the Supplier is not an offer to sell Goods and the Customer’s order made as a result of any quotation will not bind the Supplier until accepted by the Supplier in writing or by the commencement of supply of Goods.
(f) Any order which is less than $6,000 ex GST for Pharmaceutical Goods, $300 ex GST for Vaccine Goods and $150 ex GST for Consumer Goods (the minimum order value) may at the Supplier’s reasonable discretion either be rejected or accepted subject to the payment of the freight fee described in clause 7.
(g) Pharmaceutical Goods will only be supplied in shelf pack multiples. Orders for quantities less than shelf-pack multiples will be rounded up to the nearest shelf-pack multiple so supplied.
(h) The Supplier warrants that all Pharmaceutical Goods shall have a shelf life of not less than 6 months from the date of dispatch from the Supplier’s premises. The Supplier warrants that all Vaccine Goods shall have a shelf life of not less than 3 months from the date of dispatch from the Supplier’s premises. The Supplier warrants that all Consumer Goods shall have a shelf life of not less than 9 months from the date of dispatch from the Supplier’s premises.

(j) No order can be cancelled by the Customer except with consent in writing from the Supplier’s Customer Service representative obtained within 24 hours after the order has been placed, and on terms which will indemnify the Supplier against all Losses.
(k) The Customer must obtain all necessary licenses and comply with all appropriate Commonwealth or State Acts and Regulations.
(l) The Customer represents and warrants at all relevant times that all Goods supplied by the Supplier are purchased for re-sale. The Customer is not permitted to resell the Goods to other retailers or wholesalers.
6. DELIVERY
(a) Goods will be delivered using methods and carriers selected by the Supplier.
(b) Goods will be delivered with an invoice or delivery docket attached unless the Customer has advised otherwise noting the batch number of the Goods. In the event there is a discrepancy between the batch number on the invoice and the batch number on the Goods, the Customer must notify the Supplier within 24 hours of delivery. Otherwise the Supplier will not accept return of Goods in which the batch number on the Goods does not correspond with the invoice.
(c) Delivery of Goods will be made to one delivery point nominated by the Customer. The Customer must provide a secure delivery point. Goods are deemed delivered properly when unloaded at the delivery point, whether or not any person is present to accept the Goods at the nominated delivery point.
(d) Unless otherwise agreed to by the Supplier, Goods will be delivered during the Supplier’s normal business hours. Deliveries made outside these hours may be subject to additional delivery charges.
(e) To the extent permitted by law, the Supplier will not be liable for loss or damage (including but not limited to Consequential Loss or damage) arising from delay in delivery or failure to deliver Goods and the Customer shall accept and pay for Goods notwithstanding late delivery.
(f) Goods ordered for collection will be held for a maximum of ten business days after the specified collection date. If the Goods are not collected within such time they may be delivered to a specified store selected by the Supplier and all costs incurred shall be charged to and payable by the Customer.
(g) Where the Supplier agrees to deliver the Goods to the premises of the Customer and where the Supplier contracts with a carrier nominated by the Customer to do so, delivery of the Goods to the carrier in all circumstances constitutes delivery to the Customer.
7. FREIGHT
(a) The Customer will be advised if the value of an order does not exceed the minimum order value. If, after such advice, the Customer requests that the order(s) be processed and the Supplier accepts the order, freight fees may be charged to the Customer as advised by the Supplier.
(b) Where the Customer requires the Supplier to freight the Goods to the Customer urgently, or in a manner which is not usually used by the Supplier, the Supplier reserves the right to charge the Customer for any additional freight expenses incurred.
(c) Any freight charges incurred under or referred to in these Conditions will be subject to GST and must be paid by the Customer unless otherwise agreed in writing by the Supplier. .
8. TERMS OF PAYMENT
(a) For all orders relating to Goods, the Supplier will issue an invoice to the Customer at the time the Customer places an order and will issue a statement to the Customer at the end of each calendar month of all amounts invoiced that month. The Customer must pay the total amount of the statement, including any tax or other charges, strictly by the last business day of the following month. .
(b) The Customer hereby authorises the Supplier at its reasonable discretion to appropriate any moneys received against amounts due by the Customer to the Supplier in respect of the Goods.
(c) Non-payment by the due date may result in any or all of subsequent orders being held.
(d) The Supplier reserves the right to terminate the Customer’s credit account in the case of non-compliance with this clause 8. Such termination shall be without prejudice to any other rights the Supplier may have including the right to preclude the Customer from participating in any special deals, discounts, bonus payments, rebates, and any other incentive programs until the Customer’s account is no longer in default.
(e) The Customer agrees that all costs incurred by the Supplier in the recovery of unpaid accounts including but not limited to commissions and fees paid to the Supplier’s agents shall be paid by the Customer.
(f) The Customer will have no right of deduction or set off in relation to any moneys owed by Sanofi to the Customer.
(g) The Customer may dispute an invoice if the Customer reasonably believes that the Customer is not liable to pay specific charges or any part of the invoiced amount because of an inaccuracy, omission or error in the invoice. The Customer must provide specific evidence which demonstrates that a particular charge or invoiced amount is incorrect. All disputes relating to invoices must be made within 12 months from the date of the relevant invoice. For the avoidance of doubt, this does not affect the Customer’s obligation to make payment in full by the due date. If the parties agree that the dispute is valid, the Customer’s
(h) The Supplier reserves the right to charge a merchant fee for all credit card payments taken from customers. For visa and master card the charge is 0.75% of payment total and for Amex it is 2% of payment value.
9. PRICE
(a) Wholesale prices quoted are exclusive of goods and services tax (GST). The Customer is responsible for any tax or governmental charges, including goods and services taxes imposed on the sale of the Goods and such charges will be added to the total invoice price if applicable.
(b) Prices quoted include the prevailing rates and costs of material, labour, freight, insurance, carrier’s fees, Government tariffs, duties and taxes, and shall be subject to increase in respect of any variation in such rates or costs or new or different impositions of government taxes or the method of assessment of the same occurring before completion of the agreement. The Supplier is entitled to increase the price with prior written notice to the Customer.
10. RISK, TITLE AND CHARGE
(a) Unless otherwise agreed by the parties in writing, all risk in the Goods passes to the Customer upon delivery of the Goods to the Customer, the Customer’s agent or the Customer’s nominated carrier or upon collection of the Goods by the Customer, the Customer’s agent or the Customer’s nominated carrier.
(b) Title to any Goods supplied by the Supplier will only pass to the Customer upon the Customer’s payment to the Supplier of all amounts that are due under the invoice(s) which relate to the Goods and any other invoices issued by the Supplier to the Customer.
(c) The Customer indemnifies the Supplier in full for any Loss or damage occasioned to the Goods between the time that risk in the Goods passes to the Customer and the time that the full price of the Goods is paid by the Customer to the Supplier.
(d) Until title in the Goods passes to the Customer, the Customer agrees that the Goods supplied are held by the Customer for the Supplier as fiduciary and bailee, and the Customer must store the Goods separately from the Customer’s own goods and those of any other party in a manner that clearly identifies the Goods as the Supplier’s property and which ensures that the Goods do not become damaged or spoiled.
(e) The Customer may resell any Goods before title in the Goods passes to the Customer, provided that the Customer:
(i) Resells any such Goods to a third party in the ordinary course of business;
(ii) Acts in any such transaction as the Supplier’s fiduciary agent;
(iii) Holds the proceeds of sale of any such Goods on trust for the Supplier and in a separate account with separate records;and
(iv) Accounts to the Supplier in respect of those proceeds or any other payment made by a third party for any sale of the Goods and allows the Supplier to inspect any records of any payments
(f) If any amount due by the Customer in respect of the Goods remains unpaid 30 days after the due date or the Customer is in default under these Conditions then the Supplier may retake possession of any Goods for which the Supplier has not received payment in full wherever they are located.
(g) The Customer irrevocably grants to the Supplier or the Supplier’s agents or any other nominated representative an unrestricted right and licence without notice to enter any premises occupied by the Customer to identify and repossess any of the Goods without in any way being liable to the Customer or any other third party
(h) The Customer must insure the Goods, and keep the Goods insured, at the Customer’s own cost and expense at all times to the full extent of the price paid or payable for those Goods, including but not limited to between the time that risk in the Goods passes to the Customer and the date that title in the Goods passes to the Customer. The Supplier will be entitled to receive insurance proceeds or trace insurance proceeds received in respect of any Goods.
(i) To secure payment of all monies owed to the Supplier by the Customer for the sale or supply of Goods, the Customer hereby agrees to:
(i) Charge all of the Customer’s interest in real and personal property (including all property acquired after the date of this Contract in favour of the Supplier whether or not a demand has been made on the Customer (“Charge”);
(ii) Authorise and consent to the Supplier taking all actions necessary to give effect to the Charge, including the lodgement of a caveat upon any title of the Customer’s real property, whether held in the Customer’s own right or as trustee of any trust, or any other security document; and
(iii) Irrevocably appoint the Supplier and any person nominated by the Supplier severally as the Customer’s attorney, with power to execute, sign and deliver (which delivery may be subject to such terms and conditions as the attorney thinks fit) such caveat or other security document to effect the Charge granted under this part.
11. STORAGE AND WAREHOUSING
(a) All Goods must be stored and all warehousing arrangements must be in accordance with:
(i) the specific requirements of the products as described on the label; and
(ii) industry practices including the Australian Code of Good Wholesaling Practice for Medicines as published by the TGA.
(b) For temperature sensitive Goods:
(i) each consignment must be processed and stored in accordance with the specification for those Goods by the Customer within one hour of receipt of such Goods. Failure to comply with this clause renders the Customer solely liable for any defect in the Goods.
(ii) For cold chain deliveries that contain temperature monitors, the monitors must be inspected by the Customer on receipt and any alarms reported to Sanofi Customer Service on 1800 829 468. Information is available with each delivery on how to read monitors provided.
12. PRODUCT PRESENTATION
(a) It is the Customer’s responsibility to ensure that the Goods are displayed and the display is maintained so as to present the Goods in accordance with the Supplier directions from time to time. All promotional material provided by the Supplier shall remain the property of the Supplier. The Customer will use its best endeavours to meet the requests made by the Supplier in respect of promotional material and display instructions that the Supplier may provide from time to time.
(b) The Customer will co-operate with the Supplier to ensure the Goods are rotated so as to minimise loss through expiration of ‘use-by’ dates.
13. RETURNS AND DEFECTIVE GOODS
(a) The Supplier will, at its reasonable discretion, replace or provide credit for damaged, defective or short dated Goods (“Faulty Goods”) provided notification is given to the Supplier within 48 hours of the delivery of the Goods (“Return Period”). For short delivered Goods, refer to clause 6(b).
(b) The Customer must inspect the Goods supplied by the Supplier immediately upon delivery and must within the Return Period give written notice to Supplier of any claim that the Goods are Faulty Goods. The notice must include the Goods it wishes to return, the original invoice number, the original order number, the Goods batch number, and the reason for the return and must be forwarded to the Supplier’s Customer Service representative either via email creditreturns.au@sanofi.com or fax 1800 647 467 within the Return Period and be approved prior to the return of any Goods. The Customer must mitigate any Loss arising as a result of any defect in the Goods.
(c) If the Customer fails to give notice to the Supplier in accordance with clause 13(b), then to the extent permitted by law, the Goods are deemed to have been accepted “as is” by the Customer, and the Customer must pay for the Goods in accordance with these Conditions. In this case, the Customer will be taken to have waived any claim the Customer may have had against the Supplier.
(d) No returns shall be accepted by the Supplier unless authorised in writing by the Supplier’s Customer Service representative.
(e) Authorised returns must be sent via the Supplier's nominated freight carrier. The Supplier will not accept responsibility for freight costs associated with Goods returned via any other method.
(f) All returned Goods must be unused and undamaged (unless they related to damaged Goods) and carefully packed in their original packaging so as to be in a saleable condition and compliant with the Supplier’s quality operations procedures with their original marks and sales order or invoice numbers unaltered.
(g) Subject to the Supplier’s reasonable discretion, discontinued products will not be accepted for return and no credit will be granted, or monies paid to the Customer in respect of these Goods.
14. PRODUCT RECALL
(a) Any decision relating to a recall of the Goods (including any decision relating to the initiation or implementation of or strategy relating to a recall of the Goods) will be made at the reasonable discretion of the Supplier or, where the Supplier is not the Sponsor, the Sponsor unless otherwise directed by a relevant regulatory authority.
(b) The Customer must not initiate, implement or take any action in relation to a recall of the Goods without the prior consent of the Supplier or, where the Supplier is not the Sponsor, the Sponsor.
(c) The Customer must maintain procedures relating to a withdrawal of the Goods, recall and tampering and records necessary to support a recall of the Goods, and allow the Supplier to inspect such procedures and records at any time on reasonable notice.
(d) The Customer must provide any services, resources or facilities to the Supplier as may be reasonably required in respect of a recall of the Goods.
(e) The Supplier agrees to refund or provide credit to the Customer for any units of the Goods that are recalled under this clause unless the conduct of the Customer or its employees, contractors or other persons it has engaged has given rise to the recall of the Goods.
(f) The reasonable costs incurred by the Customer, including the Customer’s management costs, in connection with the recall of any Goods will be borne by the Supplier, except where the conduct of the Customer or its employees, contractors or other persons it has engaged has given rise to the recall of the Goods (in which case the reasonable costs incurred by the Supplier in connection with the recall of the Goods will be borne by the Customer).
(g) To the extent that a party pays costs in connection with the recall of any Goods for which the other is responsible under clause 14(f), the other party must, after receiving a written request together with sufficient evidence to substantiate the request for reimbursement for reimbursement from the first party, reimburse the first party with seven (7) days.
15. DESCRIPTION AND SPECIFICATIONS
(a) Any description, illustration and other material contained in any catalogue, price list, brochure, leaflet or other descriptive material provided by or on behalf of Sanofi, is given by way of identification only and the use of such description, illustration or other material will not constitute a contract between Sanofi and the Customer as a sale by description or sample.
(b) As between Sanofi and the Customer, Sanofi owns all right, title and interest in and to the intellectual and industrial property rights embodied in or associated with the Goods (including the intellectual property rights existing in the labels applied to the Goods). The Customer agrees to promptly notify Sanofi of any unauthorised use of Sanofi intellectual or industrial property rights of which it is aware.
16. AUSTRALIAN CONSUMER LAW
(a) All conditions, terms and warranties that are or might otherwise be implied by law, practice, trade usage or international convention, are excluded to the fullest extent permitted by law.
(b) The Customer acknowledges that the Supplier is not in the practice of making any representations regarding its goods and services unless they are in writing and signed by an authorised officer.
(c) The Customer may have the benefit of consumer guarantees under the Australian Consumer Law. Provisions of the Australian Consumer Law and other statutes in some cases either cannot be excluded, restricted or modified; or can only be restricted or modified to a limited extent. If any provisions of those types do apply, then to the extent permitted by law the Supplier’s liability under those provisions is limited as follows. The Supplier’s liability in relation to Goods is limited at the Supplier’s option to replacement of the Goods or the supply of equivalent goods; or repair of the Goods; or payment of the cost of replacing the Goods or of acquiring equivalent goods; or payment of the cost of having the Goods repaired. The Supplier’s liability in relation to services is limited at the Supplier’s option to the supplying of the services again; or the payment of the cost of having the services supplied again.
(d) The Supplier does not seek to exclude its legal liability (if any) for any death or personal injury which is caused by its own negligence. However, even where the Supplier is liable for death or personal injury the Supplier is not liable for any associated Consequential Loss. Also, the Supplier is not liable to the extent that something was caused or contributed to by the Customer’s negligence or by the negligence of the Customer’s consultants or agents or of any third party.
(e) Except as stated above, the Supplier is not liable for, and the Customer does not rely on being able to claim against the Supplier for, any loss or damage or Consequential Loss under or in relation to any agreement for the Supplier to supply goods, services or anything done or omitted in that regard or for that purpose, or in relation to any representation or conduct before, under or in respect of any order, and whether or not the possibility or potential extent of the loss or damage or Consequential Loss was known or foreseeable whether in contract or for negligence or any other tort or for breach of statutory, fiduciary or other duty (if any) and whether or not the act or conduct was authorised or required.
17. REPORTING
Pharmaceutical Goods and Vaccine Goods
(a) The Customer must notify the Supplier by telephone on 1800 640 791 (immediately confirmed in writing) immediately after it becomes aware of any information (whether credible or otherwise) which may give rise to a recall of the Pharmaceutical Goods or Vaccine Goods.
(b) Without limiting clause 17(a), the Customer must notify the Supplier as soon as is practicable after it becomes aware of any adverse publicity or threatened or pending legal proceedings with respect to the Pharmaceutical Goods or Vaccine Goods or of any other information that might adversely impact upon the goodwill associated with the Supplier or the Pharmaceutical Goods or Vaccine Goods.
(c) The Customer will report Human Safety Information for Pharmaceutical Goods or Vaccine Goods or suspected counterfeit Pharmaceutical Goods or Vaccine Goods to Sanofi Australia Product Safety Department on +61 2 8666 2123 within 24 hours of initial awareness.
(d) The Customer will report Technical or Quality complaints relating to Pharmaceutical Goods or Vaccine Goods to the Supplier on 1800 550 515 within 24 hours of initial awareness. Complaints samples if available must be securely retained and provided to the Supplier upon request.
Consumer Goods
(e) The Customer must notify the Supplier by telephone on 1800 451 453 (immediately confirmed in writing) immediately after it becomes aware of any information (whether credible or otherwise) which may give rise to a recall of the Consumer Goods.
(f) Without limiting clause 17(e), the Customer must notify the Supplier as soon as is practicable after it becomes aware of any adverse publicity or threatened or pending legal proceedings with respect to the Consumer Goods or of any other information that might adversely impact upon the goodwill associated with the Supplier or the Consumer Goods.
(g) The Customer will report Human Safety Information for Consumer Goods or suspected counterfeit Consumer Goods to Sanofi Australia Product Safety Department on +61 2 8666 2123 within 24 hours of initial awareness.
(h) The Customer will report Technical or Quality complaints relating to Consumer Goods to the Supplier on 1800 550 515 within 24 hours of initial awareness. Complaints samples if available must be securely retained and provided to the Supplier upon request.
18. APPLICATION OF THE PPSA
(a) The Customer acknowledges and agrees that:
(i) These Conditions constitute a security agreement for the purposes of the PPSA (“Security Agreement”) and creates a security interest in the Goods supplied by the Supplier from time to time and any proceeds of the sale of the Goods to secure payment for the Goods (“Security Interest”); and
(ii) Each sale or supply of Goods by the Supplier under these Conditions is subject to the Security Agreement for the purposes of the PPSA; and
(iii) The Supplier may lodge a financing statement on the PPSR in respect of the Security Interest in the Goods and the proceeds of the sale of the Goods, including as a purchase money security interest (as that term is defined in the PPSA)(“PMSI”), pursuant to these Conditions.
[Assurances]
(b) The Customer shall do all things, provide all such information and sign all such documents as are necessary and reasonable required to enable the Supplier to acquire a perfected Security Interest in the Goods, including for the purposes of:
(i) Ensuring that any Security Interest created under, or provided for, by this document:
1. Attaches to the collateral that is intended to be covered by that Security Interest; and
2. Is enforceable, perfected and otherwise effective; and
3. Has the priority required by the Supplier;
(ii) Enabling the Supplier to prepare and register a financing statement or financing change statement;
(iii) Enabling the Supplier to register a PMSI under the PPSA; and
(iv) Enabling the Supplier to exercise and maintain any of the Supplier’s rights or powers in connection with any such Security Interest.
(c) If the Customer disposes of the Goods, the Customer shall:
(i) Immediately pay any proceeds to the Supplier in reduction of all amounts owing by the Customer to the Supplier, which the Supplier may apply towards amounts owing by the Customer to the Supplier in such order as specified by subsection 14((c) of the PPSA, unless otherwise specified by the Supplier in writing; and
(ii) Not allow any other charge or security interest to exist over those proceeds if that security interest could rank ahead of the Supplier’s Security Interest.
(d) If a higher-priority security interest does arise in the Goods despite Clause 18(c), the Customer shall:
(i) Ensure that the Customer receives cash proceeds for the Goods of at least equal to the market value of the Goods; and
(ii) Immediately pay those proceeds to the Supplier in reduction of all amounts owing by the Customer to the Supplier, which the Supplier may apply towards amounts owing by the Customer to the Supplier in such order as the Supplier sees fit.
(e) The Customer shall not change the Customer’s name, structure, status or partnership, or assign or sell the Customer’s business to another party, or initiate any change to any registered documentation, or act in any other manner which would impact on the Supplier’s registered Security Interest without the Supplier’s prior written consent. The Customer acknowledges and agrees that no such event shall affect the Customer’s liability under these Conditions, as the Customer is named in any applications for credit, until a new application for credit made in the Customer’s new entity name as restructured or changed is received and approved by the Supplier in writing.
[Exclusion of Notices and Other Obligations]
(f) To the extent permitted by law:
(i) For the purposes of sections 115(1) and 115(7) of the PPSA:
1. The Supplier need not comply with sections 95, 118, 121(4), 125, 129(2), 129(3), 130, 132(3)(d) or 132(4); and
2. Sections 142 and 143 are excluded.
(ii) For the purposes of section 115(7) of the PPSA, the Supplier need not comply with sections 132 and 137(3).
(g) To the extent permitted by law, the Customer agrees to waive:
(i) The Customer’s rights to receive any notice that is required by any provision of the PPSA (including a notice of a verification statement) or any other law before a secured party or a receiver exercises a right, power or remedy; and
(ii) Any time period that must otherwise lapse under any law before a secured part or a receiver exercises a right, power or remedy.
(h) If the law which requires a period of notice or a lapse of time cannot be excluded, but the law provides that the period of notice or lapse of time may be agreed, that period or lapse is one day or the minimum period the law allows to be agreed (whichever is the longer).
[Provision of Information]
(i) The Customer agrees not to exercise the Customer’s rights to make any request of the Supplier under section 275(6) of the PPSA, to authorise the disclosure of any information under that section or to waive any duty of confidence that would otherwise permit non-disclosure under that section.
(j) The parties shall not disclose information of the kind mentioned in section 275(1) of the PPSA, except in the circumstances where:
(i) Disclosure is required by sections 275(7)(b) to (e) of the PPSA; and/or
(ii) The Supplier discloses information of a kind mentioned in section 275(1) of the PPSA to the extent that We are not doing so in response to a request made by an "interested person" (as defined in section 275(9) of the PPSA) pursuant to section 275(1) of the PPSA.
(k) Notwithstanding Clause 18(j), the Customer shall only authorise the disclosure of information for the purposes of section 275(7)(c) of the PPSA, or request information under section 275(7)(d) of the PPSA, if We approve such disclosure or request for information in writing.
(l) Nothing in this part will prevent any disclosure of information by the Supplier that the Supplier believes is reasonably necessary to comply with any other obligations that the Supplier may have under the PPSA.
[Other]
(m) If the Customer defaults in the timely performance of any obligation owed to the Supplier, the Supplier may enforce the Security Interest by exercising all or any of the Supplier’s rights under these Conditions, the general law and the PPSA.
(n) Nothing in this part limits or is limited by any other provision of these Conditions or any other agreement between the parties.
(o) The Supplier and the Customer agree not to disclose information of the kind referred to in s. 275(1) of the PPSA except in the circumstances required by ss 275(7)(b) to (e) of the PPSA. The Customer agrees that it will only authorise the disclosure of the information under s. 275(7)(c) or request information under s. 275(7)(d) of the PPSA if the Supplier approves. Nothing in this clause will prevent any disclosure by the Supplier that it believes is necessary to comply with its other obligations under the PPSA.
(p) If the Customer defaults in the timely performance of any obligation owned to the Supplier, the Supplier may enforce the Security Interest by exercising all or any its rights under these Conditions, the general law and the PPSA. The Supplier and the Customer agree that the following provisions of the PPSA do not apply (a) to the extent that s.115(1) of the PPSA allows them to be excluded: ss 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 138B(4), 142 and 143; and (b) in additional to the extent that s.115(7) of the PPSA allows them to be excluded: ss 127, 129(2) and (3), 132, 134(2), 135, 136(5) and 137.
19. PRIVACY DISCLOSURE AND CONSENT
(a) The Customer authorises the Supplier to:
(i) obtain credit information about its personal, consumer and commercial credit worthiness from any bank or trade referee disclosed in this document and from any other credit provider or credit reporting agency for the purpose of assessing this application for credit, or in connection with any guarantee given by the Customer;
(ii) use, disclose or exchange with other credit providers and Sanofi Group Company entities information about the Customer’s credit arrangements in order to assess this application for credit, monitor credit worthiness and collect overdue accounts, and
(iii) disclose the contents of any credit report on the Customer to Sanofi Group Company, and any of their solicitors and mercantile agents
(b) If the Customer does not provide the information requested in this document, the Suppliers may be unable to process the application. The Supplier complies with the privacy principles imposed by law in relation to the collection and disclosure of information regarding individuals. For further information on the way Sanofi Group Companies manage personal information, refer to www.sanofi.com.au/privacy.
20. IMPROPER PAYMENTS
(a) If the Supplier pays the Customer a rebate in respect of purchases under these Conditions, the Customer warrants and represents that the Customer has not and will not promise, pay or give anything of value either directly or indirectly to any government official for the purpose of obtaining or retaining business or any improper advantage for the Supplier. In this clause, 'government official' means any official, officer, representative, or employee of, including any animal health care professional, employed by any government department, agency or instrumentality (including any government-owned or controlled commercial enterprise), or any official of a public international organisation or political party or candidate for political office.
(b) The Customer will at all times comply with the Supplier’s Anti-Bribery Policies which are available upon request.
(c) The Customer agrees to permit the Supplier to take reasonable steps to ensure that rebates paid are properly used by permitting the Supplier’s auditors to access any relevant books, documents, papers and records of the Customer involving the payment of rebates by the Supplier.
(d) The Supplier may terminate the Customer’s credit account if the Supplier learns that the Customer is making, or has made, improper payments to government officials.
21. NO EXPORT
The Customer must not export, sell or supply the Goods outside Australia or supply any of the Goods it knows or could reasonably expect will be exported from Australia without the prior written consent of the Supplier, which may be withheld or provided in the Supplier’s sole discretion.
22. FORCE MAJEURE
If by reason of a Force Majeure Event, either party is unable to perform in whole or in part any obligation under this agreement (other than an obligation to pay for the Goods) such party shall be relieved of that obligation under this agreement to the extent and for the period that it is unable to perform, and shall not be liable to the other party to this agreement in respect of such inability.
23. GENERAL
(a) These Conditions are governed by the laws of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.
(b) These Conditions (together with any credit application) encompass the whole agreement between the parties and supersede or apply to the exclusion of any previous versions (express or implied) of terms, discussions, dealings, etc. between the parties.
(c) If any provision of these Conditions is invalid, illegal or unenforceable, these Conditions take effect (where possible) as if they did not include that provision.
(d) The Supplier may vary these Conditions at any time by written notice to the Customer. The Customer’s continued purchase of Goods after such notification will evidence the Customer’s consent to the new terms and conditions of supply.
(e) The Supplier’s delay or failure to exercise any right, power or remedy by a party does not operate as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on any party granting that waiver unless made in writing.
(f) The Customer must not assign or otherwise deal with its rights or obligations under these Conditions without the prior written consent of the Supplier.
(g) These Conditions 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.