Terms & Conditions
Pro Pharmaceuticals Group Pty Ltd · ABN 20 605 457 430
Version 2.1 · Effective 20 May 2026 · Governing law Victoria, Australia
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Part 1 — Customer Terms
1. Application
These Terms apply to all quotations, Pro Forma Invoices, Contracts, and Orders for the supply of Products by Pro Pharmaceuticals Group Pty Ltd (“Seller”) to the Buyer. These Terms prevail over any Buyer terms unless expressly agreed in writing by the Seller.
2. Quotations, Orders and Contract Formation
(a)Quotations are valid only for the period stated and may be withdrawn prior to acceptance.
(b)Prices, availability, lead times, and exchange rates remain subject to change until cleared payment is received.
(c)A Contract is formed only when cleared funds referencing the applicable Pro Forma Invoice are received, unless otherwise agreed in writing.
(d)Orders are subject to availability and lawful supply. The Seller may refuse, cancel, or suspend any Order prior to Contract formation.
(e)The Buyer must specify all documentation and regulatory requirements at the time of Order.
(f)Quotations and Pro Forma Invoices constitute a single commercial offer. Partial acceptance, or any change to scope, quantity, line items, lots, packaging, delivery terms, or other commercial terms, constitutes a counter-offer and does not bind the Seller. Any such variation requires a reissued Pro Forma Invoice.
(g)A counter-signed Pro Forma Invoice received after the stated validity period is treated as a new enquiry and is subject to reconfirmation of price, availability, lead time, and exchange rate.
3. Procurement, Allocation, Cancellation and Returns
(a)Where Products are sourced, procured, allocated, imported, or supplied under the Special Access Scheme or similar pathway, the Seller may incur costs and/or commit supply specifically for the Order.
(b)Once procurement, allocation, sourcing, or import processing has commenced, Orders cannot be cancelled and Products cannot be returned, except where required by law or due to the Seller’s verified error.
(c)If the Seller agrees in writing to a cancellation or return, the Buyer must reimburse all costs incurred, including supplier charges, freight, storage, insurance, regulatory, and administration costs.
(d)Requests for multiple lot numbers, specific batch characteristics, staggered delivery, split shipments, or other supply variations are accommodated subject to supplier availability and may attract additional pricing, lead time, freight, packaging, or handling costs. Any such variation will be confirmed in writing and reflected in a reissued Pro Forma Invoice prior to acceptance.
(e)Supply may be subject to approval, authorisation, allocation, or release by the manufacturer, marketing authorisation holder, sponsor, study sponsor, regulatory authority, or other upstream party. Where any such approval is delayed, refused, withdrawn, or restricted — whether before or after Order acceptance or receipt of payment — the Seller may cancel the Order without liability for any consequential, indirect, or commercial loss to the Buyer. Any amounts paid by the Buyer in respect of the cancelled Order will be refunded in accordance with clause 4, less any non-recoverable costs already incurred by the Seller.
4. Price, Payment and Refunds
(a)Prices may change prior to payment due to supplier cost, procurement cost, duties, taxes, banking, storage, or exchange rate movement.
(b)Unless otherwise agreed in writing, payment is required in advance and is only satisfied when cleared funds are received.
(c)Prices exclude GST, duties, taxes, customs clearance, insurance, and regulatory charges unless stated otherwise.
(d)Where Products are sourced in foreign currency, pricing is based on the exchange rate at quotation date and may be adjusted if exchange rate moves materially prior to cleared payment.
(e)Where a refund is payable (including following Seller cancellation under clause 3(e), Buyer cancellation agreed in writing, or any other circumstance), the Seller will process the refund within ten (10) Business Days of the Seller confirming cancellation in writing, less any non-recoverable costs already incurred by the Seller in respect of the Order (including supplier charges, procurement costs, freight, storage, banking, customs, regulatory, and administration costs).
(f)Refunds are made in the currency in which cleared funds were received by the Seller, regardless of the currency in which the Buyer originally remitted payment or any intermediary or correspondent bank conversion. The Buyer bears all foreign exchange differences, bank charges, intermediary or correspondent bank deductions, and conversion costs arising on either the original payment or the refund.
(g)Where the Buyer requests refund in a currency other than the currency received by the Seller, the Seller may accommodate the request at its sole discretion. In all such cases the Buyer bears all exchange rate movement between the date of original receipt and the date of refund, all bank and conversion charges, and all related costs. The Seller is not liable for any foreign exchange loss, shortfall, or conversion cost suffered by the Buyer in connection with any refund, whether arising from movement in exchange rates, bank spreads, intermediary deductions, or otherwise.
5. Delivery, Logistics and Delays
(a)Delivery dates and lead times are estimates only and are not guaranteed. Time is not of the essence.
(b)Late delivery does not entitle the Buyer to cancel an Order or refuse delivery.
(c)Delivery may be affected by manufacturer, supplier, freight, customs, biosecurity, regulatory authority, or other events beyond the Seller’s control, including geopolitical events, armed conflict, sanctions, or trade disruptions.
(d)Unless otherwise agreed, all Products are supplied EXW (Incoterms® 2020).
(e)Risk passes to the Buyer upon delivery or collection.
(f)The Buyer is responsible for freight, insurance, customs clearance, import permissions, and regulatory compliance unless otherwise agreed in writing.
(g)Where the Buyer instructs shipment to a destination experiencing or reasonably expected to experience geopolitical instability, armed conflict, sanctions risk, or material transport disruption, the Buyer expressly acknowledges and accepts all associated risks, including but not limited to delay, loss, damage, seizure, non-delivery, or carrier refusal. Any assistance provided by the Seller in packing, handling, or facilitating collection or shipment is provided strictly as a convenience to the Buyer and does not transfer or extend any responsibility for transport or delivery. All such risks remain solely with the Buyer from the point of delivery or collection.
(h)Cold-chain Products must be transported and stored according to GDP and manufacturer requirements and are non-returnable once dispatched.
(i)If the Buyer delays, postpones, or refuses delivery or collection, the Seller may store the Products and charge the Buyer all related costs including storage, insurance, and handling.
(j)Cold-chain pricing, qualified packaging, freight consolidation, and logistics are calculated against the Order as quoted. Any change to scope, quantity, lot configuration, or delivery requirement after the Pro Forma Invoice is issued may require re-pricing of freight, packaging, and handling.
6. Inspection and Acceptance
The Buyer must inspect Products immediately upon delivery and notify any claim for shortage, damage, or defect within 48 hours. Failure to notify constitutes acceptance to the extent permitted by law.
7. Risk and Title
Risk passes on delivery. Title passes only after full payment is received. The Seller may recover unpaid Products and register security interests where applicable.
8. Batch, Lot and Pre-Dispatch Information
(a)Batch numbers, lot numbers, expiry dates, Certificates of Analysis, temperature data, and other pre-dispatch documentation are released to the Buyer following receipt of cleared payment against the applicable Pro Forma Invoice, unless otherwise agreed in writing.
(b)Where the Buyer requires technical review or batch approval prior to payment, this must be requested and agreed in writing at the time of quotation. Any pre-payment release of batch information is provided as a one-off concession and does not constitute a precedent or vary these Terms.
(c)The Buyer acknowledges that batch and expiry information is supplier- and shipment-specific and may be reconfirmed at the point of dispatch.
(d)The Seller does not warrant any specific batch, lot, expiry date, country of origin, or pack configuration unless expressly confirmed in writing in the Pro Forma Invoice or supporting documentation.
9. End Use and Regulatory Compliance
The Buyer is responsible for obtaining all regulatory approvals, import permissions, and lawful use of Products. The Seller does not provide clinical advice.
10. Recalls and Adverse Events
The Buyer must report adverse events immediately and cooperate with any recall or regulatory action. The Seller is not liable for recall costs unless required by law or due to the Seller’s verified error.
11. Force Majeure
(a)Neither party shall be liable for any failure or delay in performance arising from events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, armed conflict, terrorism, civil unrest, sanctions, embargoes, cyber-attack, government or regulatory action, manufacturer or supplier insolvency, recall, freight or carrier failure, customs or biosecurity disruption, or industrial action (“Force Majeure Event”).
(b)The affected party must notify the other party as soon as reasonably practicable of the Force Majeure Event and its anticipated impact on performance.
(c)Performance obligations are suspended for the duration of the Force Majeure Event. If the event continues for more than ninety (90) days, either party may terminate the affected Order by written notice without liability, save for amounts owed for Products already delivered or costs already incurred by the Seller in performance of the Order.
(d)The Buyer’s payment obligations to the Seller are not suspended by a Force Majeure Event affecting the Buyer.
12. Limitation of Liability
To the fullest extent permitted by law, the Seller is not liable for indirect or consequential loss. Where liability cannot be excluded, it is limited to replacement, refund, or repair at the Seller’s discretion.
13. Indemnity
The Buyer indemnifies the Seller against all losses arising from breach, misuse, storage or handling failure, regulatory non-compliance, or negligence.
14. Confidentiality
(a)The Buyer must keep confidential all commercial, pricing, supplier, sourcing, regulatory, and operational information disclosed by the Seller in connection with any quotation, Pro Forma Invoice, or Contract.
(b)The Buyer must not disclose such information to any third party (including competitors of the Seller) without prior written consent, except where disclosure is required by law or by a competent regulatory authority.
(c)This obligation survives termination or expiry of any Contract for a period of three (3) years.
15. Data Protection
(a)Each party must comply with all applicable data protection and privacy laws including the Australian Privacy Act 1988 (Cth) and, where applicable, the EU General Data Protection Regulation (GDPR) and the UK Data Protection Act 2018.
(b)The Buyer is responsible for ensuring that any personal information (including prescriber, patient, or trial subject information) provided to the Seller has been collected and disclosed in accordance with applicable law.
(c)Personal information disclosed to the Seller will be used solely for the purposes of fulfilling the Order, regulatory record-keeping, and lawful business operations.
16. Default
The Seller may suspend or terminate supply if the Buyer fails to pay, becomes insolvent, breaches these Terms, or if supply would expose the Seller to regulatory or compliance risk.
17. Export Compliance, Sanctions and Anti-Bribery
(a)The Buyer must comply with all applicable export, import, sanctions, and trade-control laws including those administered by the Australian Department of Foreign Affairs and Trade (DFAT), the United Nations Security Council, the United States Office of Foreign Assets Control (OFAC), the European Union, and the United Kingdom.
(b)The Buyer warrants that it is not, and will not be, listed on any restricted-party, sanctioned-party, or denied-persons list maintained by any of the authorities referred to in clause (a), and that it will not on-sell or supply Products to any such listed party.
(c)The Buyer must comply with all applicable anti-bribery and anti-corruption laws including the Australian Criminal Code, the United Kingdom Bribery Act 2010, and the United States Foreign Corrupt Practices Act, and must not, directly or indirectly, offer, promise, give, request, or accept any improper financial or other advantage in connection with any Contract or supply.
(d)The Buyer indemnifies the Seller against all losses, fines, penalties, and costs arising from breach of this section.
18. Dispute Resolution
(a)The parties will attempt to resolve any dispute in good faith by direct negotiation between authorised representatives within twenty-one (21) days of written notice of the dispute.
(b)If the dispute is not resolved within that period, the parties will refer the dispute to mediation administered by the Australian Disputes Centre in Melbourne, Victoria.
(c)If mediation fails to resolve the dispute within sixty (60) days of referral, either party may refer the dispute to the courts of Victoria, Australia.
(d)Nothing in this section prevents either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction.
19. Assignment
The Buyer must not assign, transfer, sub-contract, or otherwise dispose of its rights or obligations under any Contract without the Seller’s prior written consent. The Seller may assign or transfer its rights or obligations to a related body corporate or to a successor in title to its business without the Buyer’s consent.
20. Notices
(a)Notices under these Terms must be in writing and sent by email to the address most recently notified by the recipient or, in the case of the Seller, to info@propg.com.au.
(b)Notices sent by email are deemed received on the next Business Day in Victoria, Australia following transmission, provided no delivery failure notification is received.
21. General
These Terms are governed by the laws of Victoria, Australia. The Seller may update these Terms from time to time, and the version in force at the date of the applicable Pro Forma Invoice will apply to that Order. If any clause is unenforceable, the remaining clauses remain valid. No waiver by either party is effective unless given in writing.
Part 2 — Supplier Terms
1. Application
These Terms apply to all Purchase Orders issued by Pro Pharmaceuticals Group Pty Ltd (“Pro Pharma”) to the Supplier and prevail over any Supplier terms unless expressly agreed in writing by Pro Pharma.
2. Quotations
Supplier quotations must remain firm for the stated validity period and may not be withdrawn, repriced, or altered once relied upon without Pro Pharma’s prior written consent.
3. Purchase Order Acknowledgement
Supplier must acknowledge each Purchase Order within 24 hours confirming price, quantity, batch number, expiry date, storage condition, country of origin, and dispatch date or confirmed lead time. Failure to acknowledge does not release Supplier from performance.
4. Product Condition, Authenticity and Compliance
Products must be new, authentic, genuine, unopened, and undamaged. Products must not be falsified, diverted, substituted, or repacked without prior written approval. Products must be stored, handled, and transported in accordance with GDP and manufacturer requirements. Products must have a minimum remaining shelf life of eighteen (18) months at delivery unless otherwise agreed in writing prior to dispatch. Any short-dated, substituted, damaged, temperature-exposed, mislabelled, falsified, diverted, or non-compliant Products may be rejected at Supplier cost including replacement, return freight, and associated expenses.
5. Allocation and Supply Commitment
Once pricing, allocation, reservation, or confirmation has been provided, Supplier must not withdraw, divert, delay, or reallocate stock without Pro Pharma’s prior written consent, regardless of alternative demand or price. Allocated, prepaid, or reserved stock must be supplied in full in accordance with the confirmed Purchase Order.
6. No Substitution Without Approval
Supplier must not substitute Product, manufacturer, MA holder, batch, country of origin, or pack configuration without prior written approval from Pro Pharma.
7. Lead Time, Disclosure and Supply Integrity
Supplier must dispatch within agreed timelines and immediately disclose any delay, shortage, quality issue, temperature excursion, regulatory concern, or any change affecting supply, batch, expiry, or documentation. Failure to disclose may result in rejection and liability for costs.
8. Documentation and Pre-Dispatch Compliance
Prior to dispatch, Supplier must ensure all commercial, shipping, and regulatory documentation is complete and accurate, including commercial invoice, packing list, batch and expiry confirmation, temperature declaration where applicable, and any required Certificate of Analysis, GMP, or regulatory documents. Incorrect or non-compliant documentation may result in rejection at Supplier cost.
9. Temperature and Transport Integrity
Cold-chain or temperature-controlled Products must be transported in validated packaging maintaining required temperature range throughout transit. Supplier must disclose any temperature excursion immediately. Temperature-exposed Products may be rejected at Supplier cost.
10. Inspection and Rejection
Pro Pharma may inspect Products on receipt. Non-compliant Products may be rejected and must be promptly replaced or refunded by Supplier including all associated costs.
11. Cost Recovery and Supplier Liability
Supplier is liable for all direct costs arising from non-compliance, delay, substitution, documentation failure, or supply failure, including replacement sourcing costs, expedited freight, storage and handling costs, regulatory impact, and any recall or withdrawal caused by Supplier.
12. Recall and Quality Cooperation
Supplier must immediately notify Pro Pharma of any recall, quality defect, regulatory action, or safety concern and fully cooperate with any investigation or corrective action.
13. Force Majeure
(a)Supplier shall not be relieved of its supply obligations by an event beyond its reasonable control unless Supplier has notified Pro Pharma promptly and demonstrated that the event directly prevents performance and could not have been mitigated by reasonable contingency planning.
(b)Where a Force Majeure Event is accepted in writing by Pro Pharma, performance obligations are suspended for the duration of the event. If the event continues for more than thirty (30) days, Pro Pharma may terminate the affected Purchase Order without liability and recover any amounts prepaid for undelivered Products.
14. Sanctions and Anti-Bribery
(a)Supplier warrants that it, its directors, officers, and personnel are not listed on any restricted-party, sanctioned-party, or denied-persons list maintained by the Australian Department of Foreign Affairs and Trade (DFAT), the United Nations Security Council, the United States Office of Foreign Assets Control (OFAC), the European Union, or the United Kingdom.
(b)Supplier must comply with all applicable anti-bribery and anti-corruption laws including the Australian Criminal Code, the United Kingdom Bribery Act 2010, and the United States Foreign Corrupt Practices Act.
(c)Supplier must promptly disclose any change in its status under clause (a) or any investigation or finding affecting its eligibility to supply.
15. Confidentiality
Supplier must keep all commercial, pricing, sourcing, and operational information confidential and must not disclose without prior written consent. This obligation survives termination of any Purchase Order for a period of three (3) years.
16. Data Protection
Supplier must comply with all applicable data protection and privacy laws in the handling of any personal information disclosed in connection with a Purchase Order, including the Australian Privacy Act 1988 (Cth) and, where applicable, the EU General Data Protection Regulation (GDPR).
17. Notices
Notices under these Terms must be in writing and sent by email to the address most recently notified by the recipient or, in the case of Pro Pharma, to info@propg.com.au. Notices sent by email are deemed received on the next Business Day in Victoria, Australia following transmission, provided no delivery failure notification is received.
18. Jurisdiction
These Terms are governed by the laws of Victoria, Australia.
19. General
Pro Pharma may update these Terms from time to time. Continued supply against any Purchase Order constitutes acceptance of these Terms.
Legal & Trademark Notice
© 2026 Pro Pharmaceuticals Group Pty Ltd. All rights reserved.
ProPG, CheckMed, and their respective logos are registered trademarks owned worldwide by Pro Pharmaceuticals Group Pty Ltd.
Pro Pharmaceuticals Group operates globally through associated entities, including CTS Pharmaceuticals Pty Ltd (Australia), Jemstar Sp. z o.o. (Poland), and Pro Pharmaceuticals Group NZ Ltd (New Zealand).
International Tax Registrations
AUABN 20 605 457 430
EUVAT DE401757398
DESteuernummer 15/460/00493
PLVAT PL5263362401
NLVAT NL825524295B01