Terms & Conditions

AEMDRA updated – Terms and Conditions of Sale 

1. General

(a) “Customer” means any individual, business, organisation, or entity that purchases Products from AEMDRA.

(b) “Equipment” refers to reusable capital equipment supplied by AEMDRA.

(c) “Kits” means sets of Consumables and/or Equipment provided for a specific procedure, subject to AEMDRA’s Additional Terms and Conditions 

(d) “Order” means any purchase submitted by the Customer and accepted by AEMDRA under these terms.

(e) “Products” includes all items sold by AEMDRA, Equipment, and items from third-party suppliers.

(f) “Third-Party Products” refers to Products manufactured or assembled by organisations other than AEMDRA but supplied through AEMDRA.

(g) Unless otherwise agreed in writing or required by mandatory Australian law, these Terms and Conditions form the entire agreement between AEMDRA and the Customer and override any conflicting terms proposed by the Customer.

(h) An Order is accepted only when AEMDRA issues written confirmation or dispatches the Products. Descriptions and specifications in AEMDRA materials are for general guidance only and are not contractually binding.

(i) AEMDRA may amend Product specifications at its discretion, including for regulatory purposes or Customer-requested modifications that AEMDRA considers acceptable. AEMDRA may refuse requested changes at its sole discretion.

2. Price and Payment

(a) Prices may be exclusive of GST and other applicable taxes and exclude packaging, freight, handling, and insurance unless stated otherwise. AEMDRA may charge delivery fees at prevailing rates and may charge additional fees for Customer-requested special shipping arrangements.

(b) Pricing is determined by AEMDRA’s list price in effect when the Order is accepted and will appear on the invoice. AEMDRA may adjust prices before delivery with written notice to reflect costs of business, fluctuations, or Customer-requested changes.

(c) Unless otherwise agreed, invoices are payable within 30 days of the invoice date. Overdue payments accrue interest at 8% per annum above the Reserve Bank of Australia cash rate, calculated daily, until paid in full. AEMDRA may suspend or cancel pending Orders or require immediate payment of all outstanding invoices.

(d) Payment is deemed received only once funds have cleared.

(e) The Customer may not withhold, set off, or delay payment due to disputes or counterclaims. AEMDRA may apply set-off against any amount owed to the Customer.

3. Delivery; Transfer of Title and Risk

(a) Unless agreed otherwise in writing, Products are supplied EXW (Incoterms 2020).

(b) Any delivery dates provided are estimates only and not essential terms.

(c) AEMDRA may deliver Orders in instalments.

(d) Title to Products remains with AEMDRA until full payment in cleared funds is received. Until then, the Customer holds the Products as bailee.

(e) Risk transfers to the Customer upon delivery. The Customer must insure Products from that point.

(f) If payment is overdue, or if the Customer becomes insolvent or enters external administration, AEMDRA may require immediate return of all Products for which title has not transferred, and may enter Customer premises to recover them. This does not limit AEMDRA’s right to pursue payment.

4. Inspection, Warranty, and Returns

(a) Inspection and Acceptance

1. The Customer must inspect Products immediately upon delivery and notify AEMDRA in writing within 7 days of any visible defects or discrepancies.
2. Failure to provide such notice constitutes acceptance of the Products and confirms that the Customer finds them suitable for their intended purpose.
3. Products under dispute must be retained at AEMDRA’s disposal and may only be returned with AEMDRA’s written consent. All return requests must be made within 30 days of delivery. Unauthorised returns will not be credited.
4. Unless AEMDRA agrees otherwise, the following may not be returned:
   
• customised, modified, or discontinued Products;
• opened, damaged, expired, or contaminated items;
• Equipment sets.
  Returned Products must be in original, unused, undamaged condition and may be subject to a 12% handling fee. All return freight is the Customer’s responsibility and risk.
  All returned items, must be compliant returns, and may incur additional charges.
  

5. If a return is validated, AEMDRA may either replace the Product or refund the purchase price. If no fault is found, the Product will be returned at the Customer’s expense with associated inspection costs.

(b) Warranty

1. AEMDRA EMDR equipment carry the warranty stated on their website. AEMDRA warrants that Products manufactured by AEMDRA are free from defects in materials and workmanship at the time of delivery and are fit for the purposes stated in their website. Warranties expire on the earlier of the Product’s expiration date or one (1) year from shipment. 
2. Warranty exclusion: This warranty does not apply where:
   
• Products are used contrary to instructions;
• unauthorised repairs or alterations occur;
• misuse, negligence, accident, or improper maintenance occurs;
• defects result from Customer-provided specifications;
• non-AEMDRA components or accessories are used.
3. For Third-Party Products, there is no cover.
4. AEMDRA’s sole obligation is to repair or replace the defective Product within warranty period or component at its option. The Customer is responsible for removal and installation labour. If no defect is found, AEMDRA may charge inspection and freight costs.
5. Except as required by the Australian Consumer Law (ACL) or other mandatory legislation, AEMDRA provides no other warranties, express or implied.

5. Storage, Handling, and Use

(a) The Customer assumes all risks associated with handling Products after delivery.

(b) Customer storage facilities must:

1. allow safe and organised storage;
2. maintain suitable environmental conditions;
3. segregate defective, recalled, or waste Products.
   (a) Activities that may contaminate Products must not occur near storage areas.
   (b) The Customer must maintain:
4. Products must be stored, handled, and used according to AEMDRA’s instructions for use.
   (C) Products may not be resold by the Customer.

6. Compliance

(a) The Customer must comply with relevant Australian laws, regulations, and industry standards relating to Product handling, safety, supply, and use.

(b) Where applicable, the Customer must comply with reporting obligations under Australian health device regulations and must promptly notify AEMDRA of adverse events or safety concerns.

(c) The Customer must follow all Product disposal, waste management, and environmental requirements prescribed under Australian law.

(d) The Customer must comply with all anti-bribery and anti-corruption laws applicable in Australia and may not engage in improper payments or benefits in connection with the purchase or use of Products.

7. Limitation of Liability; Indemnity

(a) Limitation of Liability

1. To the extent permitted by law, AEMDRA’s total liability for any loss, damage, or expense connected to the Products is limited to the purchase price of the affected Products.
2. AEMDRA is not liable for indirect, consequential, or special losses of any kind, including loss of profit, business, opportunity, goodwill, or recall costs, nor for third-party claims, except to the extent such exclusion is prohibited by the ACL.
   (b) Indemnity
   The Customer must indemnify and hold AEMDRA harmless from all third-party claims, losses, and expenses arising from the Customer’s breach of these terms or misuse of the Products.

8. Intellectual Property

Supply of Products does not grant the Customer any rights to AEMDRA’s intellectual property. All drawings, specifications, designs, processes, and technical information supplied by AEMDRA remain AEMDRA’s property and must be kept confidential.

The Customer must not remove, alter, or obscure any instructions or labels on the Products.

9. Governing Law

These Terms and Conditions are governed by the laws of Australia.

Each party submits to the non-exclusive jurisdiction of the courts of Australia.