TERMS & CONDITIONS

  1. General

.1        Novorem will provide the Services described in the accompanying tender, quotation, or email to the Client, which together with these terms and conditions will hereafter be called the ‘Agreement’.

.2        The Agreement shall prevail over and take the place of any other terms or conditions contained in any purchase document of, or communication from, the person, firm, company or other body ordering products and services or receipt of samples for analysis from the Company (“the Client”).

  1. Provision of Services

.1       Novorem will provide the services by exercising the same degree of diligence, skill and care that would be exercised by professional service providers in similar circumstances.

.2       The Client acknowledges that it is the Client’s sole responsibility to make its own assessment of the suitability for any purpose of the services, detection limits and confidence intervals inherent in Novorem’s standard testing and methodology, the Novorem Report and its contents. All Novorem reports and data relate to the tested sample only.

.3       If the Client requires specific testing methods, detection limits or confidence intervals different than Novorem’s standard testing methodology, the Client must advise Novorem of such needs before submission of samples.

 .4       Novorem may subcontract all or part of the services and the Client consents to Novorem disclosing all information of the Client (including confidential information) to that subcontractor necessary to perform the service.

  1. Despatch and Delivery

.1        The risk of any loss or damage to, or deterioration of the products shall pass to the Client when the products have been received by the Clients carrier or Clients agent.

.2        Novorem will utilise best endeavours to deliver the work by the estimated delivery date but does not accept any liability for failure to deliver for reasons beyond its control nor does it accept any liability for delays in delivery.

.3        If delivery cannot be made to the location specified due to the nature of the premises, insufficient access or for any reason not attributable to Novorem, including the Clients absence, the Client will be liable for any additional delivery charges and costs including redelivery.

.4        Return of empty kegs to Novorem will be at the Clients cost and should be made within two months of original delivery of products.

  1. Payment and Price

.1        Novorem will render an invoice after completion of work or at any stage of work from time to time.  Payment is due in full on terms of net (30) thirty days from date of invoice unless other arrangements have been made in writing. Unless otherwise specified, prices quoted are ex-works Moss Vale (warehouse) and exclusive of freight and GST.

.2        If full payment is not made by the due date:

(a)         Novorem shall have the right to charge interest to the Client from the date on the unpaid balance on a daily basis at the rate of 18% per annum.

(b)        Novorem shall have the right to suspend any further deliveries or services.

.3        Until full payment has been made to and received by Novorem, property in the products and services shall remain with Novorem notwithstanding that the risk in the products may have passed to the Client or that the Client may have possession of the products.

.4        Monies owed by the Client to Novorem shall become due immediately upon the commencement of any act or proceeding in which the Clients solvency is involved.

  1. Returns

Products cannot be accepted for return unless prior agreement in writing has been obtained.  All returns, unless otherwise agreed in writing, will be at the expense of the Client and a restocking fee of 20% may apply.  Products will only be accepted in original packaging and will do so only on terms to be agreed in writing in each individual case.  All claims must be made within 7 days of receiving the products.

  1. Limit of Liability

.1        With the exception of Non Excludable Rights and any express written warranty provided by Novorem, and notwithstanding any other provision of these terms and conditions, the liability of Novorem to the Client, whether arising under or in connection with terms and conditions or the performance or non-performance thereof or any incidental thereof, and whether by way of indemnity, by statute, in tort for negligence, or on any other basis in law or equity is hereby limited and excluded as follows:

.1.a  Novorem shall not have any liability whatsoever to the Client for any loss, claim, injury or damage (including but not limited to loss of revenue, loss of production, loss of product, loss of contract or loss of profit) of any kind howsoever arising in connection either indirectly or directly with these terms and conditions, a Clients order, the products and the services and/or work and

.1.a-1  The total aggregate liability of Novorem is at all times limited to the amount equal to the purchase price of the supply of product or services

.2        If any Non Excludable Terms apply, then to the extent to which Novorem is entitled to do so, its liability under those Non Excludable terms will be limited at its option to:

.2.a     the replacement of the products or the supply of equivalent products or services; or

.2.b     the repair of the products or services; or

.2.c     the payment of the cost of replacing the products, or of acquiring equivalent products or the services; or

.2.d     the payment of the cost of having the products repaired.

.3        Subject to clause 7.1 and any express written warranty provided by Novorem, Novorem does not make any guarantee, condition or warranty as to materials, workmanship or performance of the work.

  1. Indemnity

.1       The Client indemnifies and releases Novorem and its agents and assigns, regardless of any negligence on the part of Novorem, on a full indemnity basis, from and against any costs, liability, damage, loss, expense or demand arising directly or indirectly from:

.1a      A breach of these Terms and Conditions by the Client

.1b   Any false, misleading or deceptive representation or statement made by the Client in respect of the products or services to any person; and

.1c   Any claims or losses incurred by third parties in relation to the work, including in relation to any laboratory related Services;

.2     The indemnity and releases in this clause shall survive and continue beyond expiration of this Agreement.

  1. Safety and Use

The Client agrees that:

.1     The Client has received adequate information regarding the products to ensure their safe use, handling, assembly, installation and storage, which may include Novorem user guides or manuals applicable to the products;

.2     All products must be properly used in accordance with all applicable laws and instructions provided in any applicable user guides or manuals;

.3     The purchase and/or use of all products sold by Novorem places the responsibility of use on the user of the products and Novorem accepts no responsibility for inappropriate use; and

.4     All products are used entirely at the user’s own risk and to the maximum extent permitted by law, Novorem accepts no liability for any injury, loss, claim, or any direct, indirect, incidental, punitive, special or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from any party’s use (or misuse) of any of the products.

  1. Intellectual Property

.1        All Novorem’s IP will remain the property of Novorem, Novorem grants to the Client a world-wide, non-exclusive, royalty free license to use Novorem’s IP for the purpose agreed to between the Client and Novorem to the extent that it is needed for the benefit of the services

.2        Neither Novorem nor the Client will disclose Confidential information of the other party to any third party without the prior written consent of the other party, unless required by law.  Novorem and the Client will only use Confidential Information of the other party for the purpose of the supply of the services.

.3        Any report, findings, results, statement is issued on the basis of testing of samples or materials, information or documents provided by, or on behalf of the Client.  The Client will indemnify and hold harmless Novorem, its officers, employees, agents and subcontractors for any claim whatsoever in relation to any Novorem report arising from unclear, erroneous, incomplete, misleading or false information provided to Novorem; or arising from any incorrect or defective materials or samples provided to Novorem.

.4        Each Novorem’s report is:

a. Issued using detection limits and confidence intervals inherent in Novorem’s testing methodology;

b. Contains Novorem’s results and opinions on those samples or specific materials only

c. Solely for the benefit of the Client, its officers and employees; and

d. Prepared at the request of the Client for the purpose agreed between the Client and Novorem, and the Client may disclose the report to a third party for that purpose only, but Novorem does not accept any responsibility or liability to that third party.

.5       The Client acknowledges and agrees that any action, inaction, or decision of the Client in response to the Novorem report will be determined by the Client.  Novorem, its officers, employees, agents or subcontractors will not be liable to the Client or any third party for any action or inaction of the Client in response to any Novorem report.

  1. Headings

The headings to these terms and conditions are intended for convenience only and shall in no way affect their construction.

Novorem means Novorem Pty Ltd (ABN 11 615 109 781)

Novorem IP means all intellectual property and proprietary rights owned by Novorem prior to the performance of the services, developed by Novorem in performance of the services, or developed by Novorem outside of, or after, performance of the services, and without limitation includes business names, trade or service marks, any right to have information kept confidential, patents, patent applications, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae, databases, know-how, logos, designs and similar industrial or intellectual property rights.

Agreement means these terms and conditions together with the Clients order

Client means any person who purchases products or services from Novorem Pty Ltd.

Product means any product (including any equipment) sold and supplied by Novorem to the Client

Work means the supply of products and/or services under this Agreement.