Table of Contents​
Part 1 – Customer Terms
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Application
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Definitions and Interpretation
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Orders
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Price and Payment
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Delivery
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Inspection and Acceptance of Products
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Risk and Property
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End Destination and Use of Products
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Adverse Events and Recalls
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Exclusion of Liability
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Indemnity
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Default by the Buyer
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Export Compliance
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General
Part 2 – Supplier Terms
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Application
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Definitions and Interpretation
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Order Cancellation
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Product Authenticity and Acceptance
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Product Quality and Compliance
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Supplier Responsibilities
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Inspection and Acceptance
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Intellectual Property Warranty
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Confidentiality
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Jurisdiction and Dispute Resolution
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General
Part 1 – Customer Terms
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1. Application
These Terms apply to all Contracts and orders for the supply of Products by the Seller to the Buyer.
2. Definitions and Interpretation
(a) For the purpose of these Terms, unless the context otherwise necessarily requires:
(i) Buyer means the person or entity described as the customer in any relevant quote details, or any other person, firm or corporation including successors, administrators and assignors who have requested the supply of Products by the Seller;
(ii) Contract means any agreement between the Buyer and the Seller for the supply of Products, including any acceptance of any quote details by the Buyer on these Terms;
(iii) Force Majeure Event means any event that materially and adversely affects the ability of a party to perform its obligations under this agreement, which is outside the reasonable control of the affected party and that could not have been prevented by that party taking all reasonable steps;
(iv) GST has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
(v) order means any request for the supply of Products received by the Seller from the Buyer;
(vi) PPSA means the Personal Property Securities Act 2009 (Cth);
(vii) PMSI means a purchase money security interest as defined by the PPSA;
(viii) parties means each of the Seller and the Buyer;
(ix) Price means the amount payable by the Buyer to the Seller for the Products;
(x) Products means any products that the Seller has agreed to supply to the Buyer;
(xi) Security Interest and purchase money security interest, and all related terms, have the meanings given them by the PPSA;
(xii) Seller means Pro Pharmaceuticals Group Pty Ltd ACN 605 457 430 or its nominee;
(xiii) Services means services provided by the Seller to the Buyer in relation to any Products supplied by the Seller; and
(xiv) Terms means these trading terms and conditions Part 1.
(b) A reference to a person includes a reference to a corporation and vice versa. Use of a gender or the plural includes all other genders and the singular and vice versa.
3. Orders
(a) Any order by the Buyer for the supply of Products must:
(i) if in writing, be signed by an authorised representative of the Buyer;
(ii) identify the Products ordered;
(iii) be subject to these Terms and such additional terms as the Seller may in its absolute discretion require; and
(iv) specify the required date of delivery.
(b) All orders for Products must be accepted in writing by the Seller and are subject to availability and lead times. The Seller reserves the right to suspend or cancel any order at any time.
(c) The Buyer may not vary, amend or cancel any order it has made unless agreed to in writing by the Seller. If the Buyer cancels any order after it has been accepted, the Buyer must pay:
(i) for any Product procured by the Seller for the order; and
(ii) a cancellation fee of 5% of the price of the order on any Product not procured.
(d) The Buyer must specify at the time of order any required regulatory or quality documentation (including, without limitation, Certificates of Analysis, GMP Certificates, import permits, or other supporting documents). Any requirement not specified prior to order acceptance shall not be binding on the Seller.
4. Price / Payment
(a) Unless otherwise agreed in writing by the Seller and subject to clause 4(b), all Products are sold to the Buyer at the Seller’s ruling Price at the time the order is placed. Amounts shown in any quote or on the Seller’s website are provided for convenience only and are subject to change, including changes arising from supplier or manufacturer pricing, storage costs incurred by the Seller, or currency exchange or banking transaction fees.
(b) Unless otherwise agreed in writing, the Buyer shall pay the Price to the Seller within thirty (30) days of the invoice date.
(c) The Buyer must pay interest on any overdue invoices from the due date until payment at a rate of 2.5% per calendar month. Payments received will be applied first to interest.
(d) If more than one Buyer enters into any Contract, each Buyer is jointly and severally liable for payment of the Price.
(e) All Prices are exclusive of GST and other statutory charges or levies, including customs and import/export duties. The Buyer indemnifies the Seller in respect of any such taxes, charges or duties payable as a result of any supply of Products.
(f) Unless specifically agreed otherwise in writing between the Seller and the Buyer, all prices are provided EXW (Ex Works, Incoterms® 2020, as defined by the International Chamber of Commerce: https://iccwbo.org/resources-for-business/incoterms-rules/incoterms-2020) from the Seller’s designated warehouse facility (which may be located in Australia, Germany, Poland, or any other location notified by the Seller). Prices do not include any delivery fees, transport costs, or import/export charges, all of which are the sole responsibility of the Buyer.
(g) Where Products are imported or purchased in foreign currency, all prices are based on the prevailing exchange rate (AUD/USD, AUD/EUR, AUD/GBP, or equivalent) at the time of quotation. If, prior to payment or delivery, the exchange rate moves by ±2% or more, the Seller may adjust the Price accordingly.
5. Delivery & Logistics
(a) Notice of Delivery Date
The Buyer must provide the Seller with at least 120 days’ prior written notice of the required delivery date. The Seller is not bound to accept this date. All delivery times provided are estimates only. The Seller is under no obligation to deliver any Products unless all monies owing are paid in full.
(b) Delivery Terms and Control
Unless otherwise agreed in writing:
(i) all Products will be delivered EXW (Ex Works, Incoterms® 2020) from the Seller’s designated warehouse facility (which may be located in Australia, Germany, Poland, or any other location notified by the Seller); and
(ii) for Australian hospital and pharmacy deliveries, the Seller will arrange and control all transport using its validated logistics partners to ensure compliance with GDP and TGA requirements.
Hospitals, pharmacies, or other domestic customers are not permitted to arrange their own couriers or collections from the Seller’s facility. This policy is in place to maintain full control of the chain of custody, product integrity, and patient safety.
The Seller may, at its sole discretion, approve exceptions in writing under special circumstances.
(c) EXW Collections (Overseas Buyers Only)
For overseas Buyers purchasing on EXW terms, the Buyer or its nominated carrier acts as the Buyer’s agent for all export collections. The Buyer acknowledges and agrees that:
(i) goods will only be released upon presentation of appropriate collection documentation;
(ii) the Buyer’s carrier must verify both the goods and accompanying documentation (including labels, invoices, and packing lists) prior to departure from the Seller’s warehouse;
(iii) collection of goods by the Buyer’s carrier constitutes full and final delivery by the Seller; and
(iv) the Seller has no liability for any loss, misdelivery, substitution, damage, or incorrect documentation once goods have been collected.
The Buyer assumes full responsibility for all freight, insurance, duties, taxes, and customs clearance associated with its nominated carrier’s collection.
(d) Cold Chain and Compliance
Where Products require temperature control, the Seller will package and handle them in line with the manufacturer’s specifications and GDP standards.
Cold-chain or temperature-sensitive Products must only be transported under the Seller’s validated logistics process.
Any unauthorised deviation from this process voids the Seller’s warranty and quality assurance obligations.
Cold-chain Products are non-returnable and non-refundable once they have left the Seller’s warehouse.
(e) Storage on Receipt
Upon delivery to the Buyer’s premises, the Buyer is solely responsible for ensuring that all Products are stored immediately in accordance with the manufacturer’s instructions and all applicable regulatory requirements.
For cold-chain medicines, Products must be placed into a qualified drug refrigerator (2–8 °C) without delay.
Any failure to do so, or any subsequent temperature excursion or inappropriate storage after delivery, is entirely at the Buyer’s risk.
The Seller accepts no liability for loss, deterioration, or claims arising from storage conditions once delivery has occurred.
6. Inspection and Acceptance of Products
(a) It is the Buyer’s responsibility to inspect the Products immediately upon delivery. Any claim for: (i) shortage; (ii) damage or defects; or (iii) missing/incomplete documentation expressly agreed as part of the order, must be notified to the Seller within 48 hours of delivery. Failure to do so deems the Products accepted in full.
(b) The Seller reserves the right to inspect and independently assess any Products subject to claims under clause 6(a).
7. Risk / Property
(a) Risk in the Products passes to the Buyer immediately upon delivery. Title will not pass until the Buyer has paid in full.
(b) The Buyer will hold all Products on trust and as bailee for the Seller until full payment is received.
(c) The Buyer authorises the Seller to enter any storage location of the Buyer to repossess Products if not paid in full.
(d) The Buyer’s right to deal with Products ceases immediately if it becomes insolvent or subject to liquidation, administration, or similar proceedings.
(e) The Buyer consents to the Seller perfecting any security interest under the PPSA and will assist as reasonably required.
(f) The parties contract out of each provision of the PPSA permitted by section 115(1), other than: (i) sections 117 and 118; and (ii) sections 134(1) and 135.
(g) Each party waives rights to receive notices under section 157(3) and rights under section 275 of the PPSA.
(h) The Buyer must maintain appropriate insurance for the Products.
(i) These provisions apply notwithstanding any credit arrangements.
(j) The Buyer indemnifies the Seller against liabilities arising from misuse of Products, including unauthorised human testing.
(k) For EXW (Ex Works, Incoterms® 2020) collections, the Buyer acknowledges that risk transfers at the point of warehouse handover. The Buyer is solely responsible for verifying that the goods and documentation collected by its nominated carrier are correct, and bears all costs, duties, taxes, fines, penalties, or customs charges arising from any misdelivery, misdeclaration, or export of the wrong goods once collected by its carrier or agent. The Seller has no liability in such circumstances.
8. End Destination and Use of Products
(a) The Buyer warrants that Products will be supplied to an appropriately licensed end destination and will provide details upon request.
(b) Unless otherwise agreed, Products must not be exported by the Seller for commercial distribution and may only be used for research, development, and non-commercial purposes.
(c) The Buyer warrants that Products are intended solely for non-human research or laboratory purposes and will not be used for human consumption or clinical testing without prior regulatory authorisation.
9. Adverse Events and Recalls
(a) The Buyer must notify the Seller within 48 hours of becoming aware of any adverse event, and provide documentation and cooperation.
(b) The Seller will notify the Buyer of any recalls and provide instructions. The Buyer must comply with recall measures. Costs of recalls or seizures are not borne by the Seller.
10. Exclusion of Liability
(a) The Seller is not liable for any claims, costs, or losses in connection with the supply of Products, including compliance with legislation in the Buyer’s jurisdiction. Warranties implied by law are excluded to the fullest extent permitted. Where liability cannot be excluded, it is limited to: (i) repair/replacement; (ii) refund of Price paid; or (iii) payment equal to replacement cost.
(b) The Buyer is responsible for obtaining all regulatory permissions for importation, marketing, use or sale of Products in its jurisdiction, including origin, ingredients, testing, labelling, registration, temperature, presentation, and shipping documents.
(c) For clarity, Certificates of Analysis (CoAs) and other batch-specific laboratory documents are generally not available for commercial reference products (RLDs) supplied by the Seller. Unless expressly agreed in writing prior to order acceptance, the Seller has no obligation to provide a CoA. The Seller is not liable for delays, refusals, seizures, or costs due to the Buyer’s failure to specify such requirements at order.
11. Indemnity
The Buyer indemnifies the Seller and its officers, employees, agents, and subcontractors from all claims, losses, liabilities, damages, penalties, fines, duties, taxes, and costs (including legal fees on a full indemnity basis) arising from:
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any breach of these Terms;
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any negligent, unlawful, or wilful act or omission of the Buyer or its officers, employees, contractors, agents, or nominated carriers;
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misuse of Products, including any unauthorised human testing;
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failure to comply with regulatory requirements in the Buyer’s jurisdiction; and
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any misdelivery, misdeclaration, substitution, or export of incorrect goods by the Buyer’s nominated carrier or logistics provider, including all associated freight, insurance, customs clearance, duties, taxes, fines, or penalties.
12. Default by the Buyer
If: (a) any money is overdue; (b) the Seller believes the Buyer cannot pay debts; (c) the Buyer is insolvent; or (d) a receiver, liquidator, or similar is appointed, then the Seller may cancel orders, all amounts become payable immediately, and the Seller may terminate Contracts. The Buyer may not withhold or set-off any payments.
13. Export Compliance
For any Products exported for non-BE testing, the Buyer must comply with all applicable local and international laws, and indemnifies the Seller for any failure to comply.
14. General
(a) Notices must be given in writing and will be deemed received on delivery, 7 days after posting, or upon confirmed email transmission.
(b) These Terms are governed by the laws of Victoria, and parties submit to its courts’ exclusive jurisdiction.
(c) Before commencing proceedings (except urgent interlocutory relief), the parties must attempt mediation.
(d) The Seller may vary these Terms in writing.
(e) The Buyer may not assign these Terms without consent.
(f) The Seller is not liable for failure due to Force Majeure Events. If lasting more than 90 days, the Seller may terminate immediately.
(g) Quote details and website content, including specifications, prices, and delivery terms, are confidential for 5 years after the last order.
(h) If any provision is unenforceable, it may be severed while the rest remains valid.
(i) Waiver of any default will not constitute waiver of any other default.
(j) These Terms may be executed in counterparts, including electronically, each of which is deemed an original and all of which together constitute one binding agreement.
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Part 2 – Supplier Terms
1. Application
These Terms apply to all Purchase Orders for the supply of Products from the Supplier to Pro Pharmaceuticals Group Pty Ltd (Pro Pharma).
2. Definitions and Interpretation
(a) For the purpose of these Terms, unless the context otherwise necessarily requires:
(i) Products means any products that the Supplier has agreed to supply to Pro Pharma;
(ii) Pro Pharma means Pro Pharmaceuticals Group Pty Ltd ACN 605 457 430 or its nominee;
(iii) parties means each of Pro Pharma and the Supplier;
(iv) Purchase Order means a purchase order issued by Pro Pharma to the Supplier or any request for the supply of Products from Pro Pharma to the Supplier;
(v) Supplier means the person or entity described as the supplier in any relevant quote or Purchase Order from Pro Pharma;
(vi) Terms means these trading terms and conditions Part 2, as updated from time to time.
(b) A reference to a person includes a reference to a corporation and vice versa. Use of a gender or the plural includes all other genders and the singular and vice versa.
3. Order Cancellation
Pro Pharma reserves the right to cancel the Purchase Order if the Supplier cannot meet the agreed lead times or provide the originally quoted quantity.
4. Product Authenticity and Acceptance
(a) The Products supplied by the Supplier must be authentic, with checks performed using Good Distribution Practice (GDP).
(b) If the Supplier does not accept or reject the Purchase Order in writing within 24 hours, it will be considered accepted.
5. Product Quality and Compliance
(a) Products must have at least ninety percent (90%) remaining shelf-life on delivery, unless otherwise agreed in writing.
(b) Products must be sourced directly from the original manufacturer or through authorised channels, such as licensed wholesalers, authorised distributors, or sponsors, ensuring all required documentation and statutory marks are intact.
(c) The Supplier is legally responsible for maintaining a robust and traceable supply chain, and is obliged to conduct rigorous checks to uphold these standards.
6. Supplier Responsibilities
(a) The Purchase Order is non-assignable by the Supplier.
(b) The Supplier is solely liable for the quality and timely delivery of the Products to Pro Pharma.
(c) The Supplier must ensure that all contents of each shipment are listed in full on the commercial invoice and packing list, including any free samples or promotional items.
(d) No product, sample, or other material — whether pharmaceutical, consumable, promotional, or otherwise — may be included in a shipment unless it is:
(i) expressly listed on the Purchase Order; and
(ii) pre-approved in writing by Pro Pharma.
(e) The inclusion of any undeclared or unsolicited items will be treated as a breach of these Terms. Pro Pharma reserves the right to quarantine, destroy, or return such items at the Supplier’s expense, and repeated breaches may lead to termination of the business relationship and/or notification to regulatory authorities.
7. Inspection and Acceptance
(a) Pro Pharma has the right to inspect and reject Products that do not meet Pro Pharma’s standards.
(b) Mere delivery does not constitute acceptance of the Products; written confirmation is required from Pro Pharma.
8. Intellectual Property Warranty
(a) The Supplier warrants that the Products do not violate any third-party intellectual property rights and affirms that they have the legal right to sell the Products.
(b) Use of Pro Pharma’s intellectual property by the Supplier requires prior written consent.
9. Confidentiality
(a) The Supplier must treat all information obtained from Pro Pharma as confidential.
(b) Breach of confidentiality may result in legal action, including injunctive relief and/or specific performance.
10. Jurisdiction and Dispute Resolution
These Terms and the Purchase Orders to which they relate are governed by the laws of the State of Victoria. The parties submit to the exclusive jurisdiction of the courts in the State of Victoria, including for any dispute arising in connection with these Terms.
11. General
(a) The Purchase Order does not grant any right, title, or interest to the Supplier.
(b) Pro Pharma’s rights and remedies are cumulative and not exclusive.
(c) If any part or clause of these Terms or related Purchase Orders is held illegal or unenforceable, that clause or part may be severed while the remainder remains in force.
(d) Pro Pharma reserves the right to change these Terms at any time, and the Supplier’s continued service will be deemed acceptance of the updated Terms.
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