Audeara Reseller General Terms and conditions


ACN 604368443


Unless otherwise agreed in writing by Audeara Limited ("Audeara"), the following are Audeara's Terms and Conditions of Sale.  These, together with any other Terms and Conditions agreed upon in writing between Audeara and the customer ("the Purchaser") shall apply to all sales of products by Audeara to that Purchaser.


(a) Audeara reserves the right to accept or decline, in whole or in part, any order placed by the Purchaser.
(b) Orders must be made via Purchase Order or written communication delivered and acknowledged by Audeara. 
(c) Products and Pricing are described in Schedule 1 and can be agreed by written confirmation by both parties. 
(d) Orders must be paid in full within 15 days of receipt of a statement.  


(a) The products listed herein are packaged for sale in Australia.
(b) The Purchaser may not at any time, directly or indirectly, commercially export any of the products.  In addition, the Purchaser shall not sell, transfer or distribute any of the products:

(i) to any person without first requiring such person to be bound by this export restriction; or
(ii) to any person that it knows, or has reasonable grounds for believing, will or may export such products out of Australia.

Any breach of this term and condition will preclude the Purchaser from purchasing any further products from Audeara, until such time as Audeara is satisfied, in its sole discretion, that the Purchaser will not further breach this provision.

(c) No license relating to the products, express or implied, is granted under the intellectual property rights existing under the laws of the United States or any other jurisdiction outside Australia.  Exporting or permitting the export of the products outside Australia may violate laws in the United States and/or other jurisdictions to which the products are exported.


    (a) When, at the Purchaser's request, special delivery services such as express post, road overnight or air freight is used, the difference between ordinary surface transportation charges and the charges for special delivery services will be charged to the Purchaser.
    (b) For the purpose of requesting replacement products under condition 7, in the event of any breakage, leakage or damage to individual packages occurring in transit between Audeara warehouses and the Purchaser's receiving area, or short deliveries in consignment, the Purchaser must notify Audeara within twenty-one (21) days of receipt of the consignment.
    (c) Non-receipt of products must be notified within fourteen (14) days of the date of invoice or advice of despatch otherwise, where applicable, credit for the products cannot be allowed.


      (a) Recommended retail prices for the agreed products are outlined in Schedule 1.
      (b) Prices are subject to change by Audeara with 30 days written notice to the Purchaser.
      (c) No credit will be granted to the Purchaser for stock on hand in the event of a price reduction.
      (d) The Purchaser is responsible for any tax or Governmental charge imposed on sale of the products by Audeara and the same will be added to the total invoice price.

        5. CREDIT

        (a) Except where products are sent on pay on order terms, or other terms are notified by Audeara, payments shall be due 15 (15) days from the date of a statement.  If payment in full is not received on or before the due date, then in addition to its rights under 5(c), Audeara retains the right to charge interest on a daily basis at the Reserve Bank Official cash rate plus 5%.
        (b) By accepting products on credit on the terms set out in 5(a), the Purchaser authorises Audeara to make enquiries as to the credit and financial history and responsibilities of the Purchaser, and/or the directors of the Purchaser, as required by Audeara from time to time, including obtaining reports from credit reporting agencies.
        (c) Audeara reserves the right to terminate the Purchaser's credit account in the case of non-compliance with this condition 5. Such termination shall be without prejudice to any other rights Audeara may have.
        (d) In addition to the right specified in clause 5(c) Audeara may in its absolute discretion and without assigning a reason, terminate the Purchaser's credit account without notice.  Upon such an event all amounts payable for all products sold become due for immediate payment.  The Purchaser shall not be entitled to any compensation for termination of the credit facility.
        (e) The Purchaser agrees to pay to Audeara or at Audeara's direction all reasonable collection costs, including commissions and legal charges on a solicitor and client basis, on all monies outstanding on its credit account should the Purchaser breach any term or condition herein and should action be taken by or on behalf of Audeara to recover the debt.

          6. RETURNS

          (a) To be eligible for return Products must be returned to the retailer within 60 days of purchase, or be accompanied by a duly authorised Audeara Return Products Form.  Audeara sales representatives are not authorised to approve products for return if outside the 60 day “no questions asked” period.  Audeara reserves the right to dispose of, without recourse, any product returned without this authorised form.
          (b)  Products accepted by Audeara will be replaced by Audeara with equivalent products.
          (c) Discontinued products will not be accepted for return and no credit will be granted, or monies paid to the Purchaser in respect of these products.
          (d) Subject to conditions outlined herein, products will be accepted for return and replacement if they come into any of the following categories:
          (i) Products that Audeara is satisfied were damaged in transit between the Audeara warehouse and the delivery dock of the Purchaser.  In such instances, the Purchaser must notify Audeara no later than twenty-one (21) days after receipt of the consignment.  Purchasers should also indicate on the carrier's consignment docket that products are "damaged" or "subject to check" or no claim will be granted;
          (ii) Incorrect supply; that is, wrong product, not sent in accordance with the Purchaser's order;
          (iii) Products that Audeara is satisfied are faulty in materials or workmanship.
          (e) Without limiting the other provisions of this condition 7, the following products will not be accepted for return:
          (i)Products sold on a non-return basis;
          (ii)Products which have not expired, except as specified in (d) above;
          (iii)Damaged products, except as specified in (d)(i) above.
          (f) It is the responsibility of the Purchaser within twenty-one (21) days of receipt to ship such products to the Audeara Headquarters.

            7. GENERAL

            (a) Audeara will not be liable for delay, loss or damage (including consequential loss) due to scarcity of materials, strikes, acts of God or any other cause beyond its reasonable control.
            (b) The risk in products purchased shall, unless otherwise agreed in writing, pass to the Purchaser upon delivery to the Purchaser or his agent or to a carrier commissioned by the Purchaser.
            (c) The printing of Australian Product Numbering codes on its product packs by Audeara is not the subject of any contract between Audeara and the Purchaser.  Audeara will endeavour to observe the rules and principles of the Australian Product Numbering Association or any successor to the function thereof, but will not be liable to the Purchaser in any manner whatsoever for any loss, damage or expense attributable either directly or indirectly to the absence of or error in such code printing.
            (d)These terms and conditions shall be governed by the laws from time to time of the State of Queensland and in any or all legal actions that may howsoever arise from this contract the Purchaser agrees to have such matters determined within the jurisdiction of the Courts of Queensland and their appellate Courts.
            (e) No action at law or in equity shall be brought by the Purchaser against Audeara unless brought within one year from the date of delivery of the shipment of products to the Purchaser or from the date of the alleged breach of contract whichever is earlier.
            (f) Audeara reserves the right to vary or add to these terms and conditions of sale at any time with thirty days written notice..

              8. TITLE TO GOODS

              (a) Property in each unit of the goods shall remain with Audeara until all monies owing to Audeara on any account whatsoever have been paid ("the Debts").
              (b) Until the Debts have been paid, the Purchaser:
              (i) Shall, subject to clause (c), take custody of the goods and retain them as Audeara's trustee, fiduciary agent and bailee;
              (ii) must not charge, mortgage or encumber the goods;
              (iii)shall ensure that the goods are insured and stored or identified such that they are readily distinguishable from other goods (including other batches of the same type of goods) held by the Purchaser or other persons.
                (c) Until the Debts have been paid, the Purchaser has the right to move, sell and otherwise use the goods in the ordinary course of business, subject to the following:
                (i) the Purchaser may resell the goods, but only as fiduciary agent and trustee for Audeara and by way of bona fide sale in the ordinary course of its business; and
                (ii) the Purchaser shall hold such part of the proceeds it receives from any sub-sale of the goods under clause 8(c)(i) that is less than or equal to the Debt owed to Audeara at the time of receipt (the "Proceeds") as fiduciary agent and trustee for Audeara;
                  (d) If the purchaser fails to comply with any term of this agreement in relation to the settlement of debts, commits an act of bankruptcy, does anything which would make it liable to be put into liquidation, or any goods are at risk, then:
                  (i) immediately on Audeara's request the Purchaser must return to Audeara any goods acquired from Audeara on which there are outstanding Debts; and
                  (ii) Audeara may, with permission (which shall not be unreasonably withheld) enter the premises at which those goods are stored, and retake possession of them;
                  (iii)Audeara may resell those goods.
                    (e) In this clause 'paid' means receipt of cash or cleared funds by Audeara in settlement of the Debts and 'Proceeds' includes all benefits (including book debts and choses in action) received by the Purchaser from the disposal, whether by sale or otherwise, of the goods or material incorporating the goods.
                    (f) Any part of this clause that is unenforceable, ambiguous or illegal will be severed from these terms and conditions and such severance will not affect the enforceability of the remaining terms and conditions.

                      9. WAIVER AND VARIATION

                      A provision of or a right created under these terms in favour of Audeara may not be waived or varied except in writing signed by Audeara.  Audeara may elect not to exercise its rights arising from a breach of any provision of these terms and such election, even if the breaches are continuous and multiple shall not create any estoppel or presumption against Audeara.

                      10. WARRANTIES AND LIABILITIES

                      To the full extent allowed by law, Audeara hereby excludes all warranties, express or implied, in connection with the sale or supply of products to the Purchaser and limits its liability with respect to any sale or supply of products to the Purchaser to that (if any) under condition 7 , and Audeara shall not be liable to the Purchaser or any other party for compensation loss or damages including any incidental or consequential damages in connection with the products.

                      11. IMPROPER PAYMENTS

                      (a) If Audeara pays the Purchaser a rebate in respect of purchases under this Agreement, the Purchaser warrants and represents that:
                      (i) the Purchaser 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 Audeara.  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;
                      (ii) the Purchaser agrees to permit Audeara to take reasonable steps to ensure that rebates paid are properly used by permitting Audeara's auditors to access any relevant books, documents, papers and records of the Purchaser involving the payment of rebates by Audeara;
                      (iii) Audeara may terminate the Purchaser's credit account if Audeara learns that the Purchaser is making, or has made, improper payments to government officials.