Trade Account Terms & Conditions
Trade Account Terms & Conditions
These Terms and Conditions apply to any Trade Account approved by The Artisan Chemist Pty Ltd (ABN 99 627 742 116), trading as Artisan Chemist (Artisan Chemist), for a clinic, medical practice, veterinary practice, pharmacy, healthcare provider, company or other organisation.
In these Terms, the Applicant is the person submitting the application on behalf of the organisation. The Applicant Organisation is the legal entity named in the application that is applying for a Trade Account. The Account Holder is that legal entity once its Trade Account has been approved by Artisan Chemist.
These Terms apply to medicines, compounded preparations, medical or veterinary supplies, consumables and other goods or products supplied by Artisan Chemist to or on behalf of the Account Holder.
1. Account application and approval
1.1 The Applicant Organisation warrants that all information provided in its Trade Account application is complete, accurate and not misleading.
1.2 The Applicant Organisation must promptly notify Artisan Chemist of any material change to the information provided, including changes to its legal entity, ownership, business address, contact details, authorised representatives or billing details.
1.3 Opening a Trade Account is subject to approval by Artisan Chemist. Artisan Chemist may approve an account subject to a credit limit, payment terms or other reasonable conditions notified to the Applicant Organisation.
1.4 Approval of a Trade Account does not oblige Artisan Chemist to accept any particular order or extend credit beyond an approved credit limit.
2. Account Holder details and authorised users
2.1 The Account Holder is the legal entity identified in the approved Trade Account application.
2.2 The Account Holder must provide details of the persons authorised to place orders or otherwise incur charges against the account.
2.3 The Account Holder is responsible for charges properly incurred by its authorised representatives.
2.4 The Account Holder must promptly notify Artisan Chemist if an authorised representative ceases to be authorised to use the account.
3. Patient-specific medicines and clinic purchases
3.1 Where requested or authorised by the Account Holder, medicines prepared, compounded or dispensed for individual human or animal patients may be charged to the Account Holder’s Trade Account.
3.2 For orders placed through a clinic Trade Account, the Account Holder purchases the products from Artisan Chemist in its own capacity, rather than merely arranging payment on behalf of a patient. The Account Holder is responsible for payment regardless of whether it recovers any amount from a patient or another person.
3.3 A medicine prepared, compounded or dispensed for a named patient remains subject to applicable patient-specific prescribing, dispensing and labelling requirements. Naming a patient does not, by itself, make the sale to the clinic Account Holder GST-free. GST is dealt with under clause 7.
3.4 The Account Holder is responsible for ensuring that it has appropriate authority to request that a patient-specific medicine be charged to its account.
3.5 Nothing in these Terms permits the supply of a prescription or scheduled medicine other than in accordance with applicable Commonwealth and State or Territory law and professional requirements.
4. Orders
4.1 Orders may be submitted through any ordering method accepted by Artisan Chemist from time to time.
4.2 An order is not accepted until Artisan Chemist confirms acceptance or commences processing, preparing, dispensing or fulfilling the order.
4.3 Artisan Chemist may decline an order where the product cannot lawfully or appropriately be supplied, required information or documentation has not been provided, the account is overdue or suspended, or the approved credit limit would be exceeded.
4.4 Where an order requires a valid prescription, authority, veterinary instruction or other clinical documentation, processing may be delayed until the required documentation has been received and verified.
4.5 Orders for products that do not require a prescription or other clinical authority may be supplied and charged to the account in accordance with the Account Holder's approved Trade Account arrangements.
5. Clinical and professional requirements
5.1 Nothing in these Terms limits or alters the independent legal, professional or clinical responsibilities of Artisan Chemist, the Account Holder, any prescriber, veterinarian or other healthcare professional involved in the care of a patient.
5.2 Artisan Chemist retains professional discretion as to whether a medicine can lawfully and appropriately be compounded, dispensed or supplied.
5.3 The Account Holder must ensure that any prescription, instruction, authority or other information it provides to Artisan Chemist is supplied by an appropriately authorised person and is accurate and complete to the best of the Account Holder's knowledge.
5.4 The Account Holder is responsible for its own arrangements with patients, including any amounts it charges and compliance with applicable requirements for the storage, handling, administration or subsequent supply of products. This does not authorise an otherwise unlawful supply or exclude any legal or professional obligation of Artisan Chemist.
6. Product availability and regulatory restrictions
6.1 All orders are subject to product, ingredient and component availability and to applicable legal, regulatory and professional requirements.
6.2 Artisan Chemist is not obliged to compound, dispense or supply a product where doing so would be unlawful, professionally inappropriate or inconsistent with applicable regulatory or professional requirements.
6.3 Artisan Chemist may be unable to fulfil or continue supplying an order due to circumstances including product or ingredient shortages, discontinuation, supply-chain disruption, changes in regulatory requirements, or the availability of an appropriate commercially manufactured medicine.
6.4 Where Artisan Chemist becomes unable to lawfully or appropriately compound, dispense or supply a medicine or other product after an order has been placed, Artisan Chemist may cancel or modify the affected order and will notify the Account Holder as soon as reasonably practicable.
6.5 Artisan Chemist is not liable for a failure or delay in supply arising from circumstances outside its reasonable control or where supply cannot lawfully or professionally proceed, except to the extent that liability cannot lawfully be excluded.
7. Pricing and GST
7.1 The Account Holder must pay the price applicable to each product or supply at the time the order is accepted, together with any applicable or agreed delivery or other charges.
7.2 Unless expressly stated otherwise, prescription medicine prices quoted for clinic Trade Account orders exclude GST. GST is added to the quoted price and is payable by the Account Holder.
7.3 For prices not covered by clause 7.2, prices include GST where applicable unless expressly stated otherwise.
7.4 GST is charged on purchases through clinic Trade Accounts, including compounded and commercially manufactured medicines, except where the relevant supply is required by law to be treated as GST-free or otherwise non-taxable.
7.5 GST will only be charged where the relevant supply is a taxable supply for the purposes of the A New Tax System (Goods and Services Tax) Act 1999 (Cth). The GST treatment will be determined according to the nature and circumstances of the particular supply.
7.6 Any GST charged will be identified on the relevant tax invoice. The Account Holder is responsible for determining its entitlement to claim GST credits.
8. Invoices and account statements
8.1 Charges incurred on the Account Holder's Trade Account during a calendar month may be consolidated and invoiced by Artisan Chemist at the beginning of the following month.
8.2 Artisan Chemist will generally provide the Account Holder with an account statement at or around the beginning of each month summarising invoices, charges, payments, credits and amounts outstanding in respect of the previous calendar month.
8.3 Artisan Chemist may issue individual invoices and apply credits or adjustments to the Trade Account where appropriate. Credits and adjustments will be reflected in the relevant invoice or account statement.
8.4 An account statement is a summary of account activity and does not replace any tax invoice required to be issued in relation to a taxable supply.
8.5 If the Account Holder disputes an invoice or charge, it must notify Artisan Chemist in writing within 14 days of the date of the relevant invoice, identifying the disputed amount and providing reasonable details of the basis of the dispute.
8.6 The Account Holder must pay any undisputed portion of an invoice by the applicable due date while the disputed amount is being reviewed.
8.7 Artisan Chemist and the Account Holder will use reasonable efforts to resolve any invoice dispute promptly and in good faith.
8.8 Failure to notify Artisan Chemist of a dispute within the 14-day period does not exclude any right or remedy that cannot lawfully be excluded.
9. Payment terms
9.1 Unless otherwise agreed in writing, invoices issued in respect of a Trade Account are due and payable by the 7th day of the calendar month in which the invoice is issued.
9.2 Payments must be made using a payment method accepted by Artisan Chemist.
9.3 Unless otherwise agreed, payments received may be allocated against outstanding invoices in chronological order.
9.4 The Account Holder must pay all undisputed amounts by their due date even where another amount appearing on the account is disputed.
9.5 Artisan Chemist does not charge interest on overdue Trade Account balances unless otherwise agreed in writing.
10. Credit limits
10.1 Artisan Chemist may establish a credit limit for a Trade Account.
10.2 The Account Holder must not knowingly incur charges that would cause the account balance to exceed the approved credit limit without prior approval.
10.3 Artisan Chemist may reasonably review the credit limit or payment terms having regard to the Account Holder's account history, anticipated purchasing requirements and credit risk.
10.4 Artisan Chemist will notify the Account Holder of any material change to its approved credit arrangements before the change applies to future orders.
11. Overdue accounts
11.1 If an undisputed amount remains unpaid after its due date, Artisan Chemist may contact the Account Holder and request payment.
11.2 If an undisputed amount remains overdue after reasonable notice, Artisan Chemist may suspend the Account Holder's credit facility and require payment before accepting further orders on account.
11.3 Suspension of credit does not prevent Artisan Chemist from supplying an order on another agreed payment basis.
11.4 The Account Holder is responsible for reasonable external debt recovery costs actually incurred by Artisan Chemist in recovering overdue undisputed amounts, to the extent permitted by law.
12. Cancellations and returns
12.1 The Account Holder should notify Artisan Chemist as soon as possible if it wishes to cancel or amend an order.
12.2 An order for a medicine or patient-specific product may not be capable of cancellation once preparation, compounding, dispensing or other patient-specific preparation has commenced.
12.3 Where Artisan Chemist has ordered, acquired or committed to purchasing an ingredient, medicine, component or other product specifically for the Account Holder or a particular patient in reliance on an order placed or authorised by the Account Holder, the Account Holder remains responsible for the reasonable and non-recoverable costs incurred by Artisan Chemist if the order is subsequently cancelled or no longer required.
12.4 Medicines compounded, prepared, dispensed or labelled for an individual human or animal patient generally cannot be returned for resale or credit merely because they are no longer required.
12.5 Returns or credits for non-patient-specific medicines, supplies, consumables or other products are subject to Artisan Chemist's applicable returns arrangements and any legal or regulatory restrictions affecting the return or resale of those products.
12.6 Nothing in this clause limits any right or remedy that cannot lawfully be excluded, including rights in relation to products that are faulty, incorrectly supplied or otherwise fail to comply with applicable law.
13. Delivery, risk and title
13.1 Artisan Chemist will take reasonable steps to supply and dispatch accepted orders within any timeframe communicated to the Account Holder.
13.2 Any estimated delivery date or timeframe is an estimate unless Artisan Chemist expressly agrees otherwise.
13.3 The Account Holder must provide accurate delivery information and notify Artisan Chemist promptly of any relevant delivery requirements.
13.4 The Account Holder should notify Artisan Chemist promptly of any apparent error, damage, shortage or discrepancy in a delivery.
13.5 Title to products supplied to the Account Holder passes to the Account Holder when the products are supplied or otherwise appropriated to the Account Holder's order, to the extent permitted by law.
13.6 Risk in products passes to the Account Holder upon delivery to the Account Holder, its nominated recipient or its authorised representative.
13.7 Where the Account Holder requests that products be delivered by a carrier, courier or other delivery service arranged by Artisan Chemist, risk remains with Artisan Chemist until delivery to the nominated delivery address, except to the extent otherwise agreed or permitted by law.
14. Privacy and personal information
14.1 Each party must handle personal information and health information in accordance with applicable privacy laws.
14.2 The Account Holder must only provide patient, animal owner or other personal information to Artisan Chemist where it is authorised to do so and where the information is reasonably required for the relevant pharmacy service, order or supply.
14.3 Artisan Chemist may collect, use and disclose information relating to the Applicant Organisation or Account Holder and their representatives for purposes reasonably connected with:
- assessing and administering the Trade Account;
- processing and supplying orders;
- invoicing and collecting payments;
- communicating with the Applicant Organisation or Account Holder;
- complying with legal, regulatory and professional obligations; and
- preventing or investigating fraud or misuse of an account.
14.4 Where patient, animal owner or other personal information is provided in connection with an order, Artisan Chemist may collect, use and disclose that information as reasonably necessary to process, prepare, dispense, supply or deliver the relevant order and to comply with applicable legal, regulatory and professional obligations.
14.5 Personal information will otherwise be handled in accordance with Artisan Chemist's Privacy Policy, available at artisanchemist.com.au/pages/privacy-policy.
15. Account review and suspension
15.1 Artisan Chemist may review a Trade Account from time to time and may reasonably request updated business, contact or credit information.
15.2 Artisan Chemist may suspend the Trade Account or its credit facility where:
- undisputed invoices remain materially overdue;
- the Account Holder exceeds its approved credit limit without approval;
- Artisan Chemist reasonably suspects unauthorised or fraudulent use of the account;
- information provided in the Trade Account application was materially inaccurate or misleading; or
- continued operation of the account would result in Artisan Chemist breaching a legal, regulatory or professional obligation.
15.3 Where reasonably practicable, Artisan Chemist will notify the Account Holder of a suspension and the steps required to resolve it.
16. Closing an account
16.1 Either party may request closure of the Trade Account by giving written notice.
16.2 Once closure has been requested, Artisan Chemist may cease accepting further orders on credit and the account will remain open only to the extent necessary to finalise outstanding orders, credits, invoices and payments.
16.3 The Account Holder remains responsible for all amounts incurred before closure and must pay all outstanding amounts in accordance with the applicable payment terms.
16.4 Artisan Chemist may treat the Trade Account as fully closed once all outstanding amounts and account matters have been finalised.
16.5 Closing the Trade Account does not affect any rights or obligations that arose before closure.
17. Change of ownership or legal entity
17.1 The Account Holder must promptly notify Artisan Chemist of any proposed or actual change in the ownership, control or legal entity operating the Account Holder's business.
17.2 A Trade Account is approved for the Account Holder identified in the account application and is not transferable to another person or legal entity.
17.3 Where the business is sold, transferred or begins operating through a different legal entity, the new entity must submit a new Trade Account application and obtain approval before using a Trade Account.
17.4 The existing Account Holder remains responsible for all charges incurred on its Trade Account before the effective date of any approved change or closure.
18. Liability
18.1 Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified.
18.2 To the extent permitted by law, neither party is liable to the other for indirect or consequential loss arising from a breach of these Terms, except where that limitation would be unlawful.
18.3 Nothing in these Terms limits liability arising from fraud, wilful misconduct or any liability that cannot lawfully be limited.
19. Changes to these Terms
19.1 Artisan Chemist may amend these Terms where reasonably necessary to reflect changes to its Trade Account arrangements, business operations or legal and regulatory requirements.
19.2 Artisan Chemist will provide reasonable notice of any material amendment affecting existing Trade Accounts.
19.3 An amendment will apply prospectively and will not alter payment obligations or other rights that accrued before the amendment took effect.
19.4 If the Account Holder does not wish to continue using its Trade Account following a material amendment, it may request closure of the account before the amendment takes effect, subject to payment of existing amounts owing.
20. General
20.1 These Terms, together with the approved Trade Account application and any expressly agreed special conditions, constitute the agreement governing the Account Holder's Trade Account.
20.2 These Trade Account Terms and Conditions apply to Account Holders using an approved Trade Account and are separate from Artisan Chemist's general consumer Terms & Conditions.
20.3 Artisan Chemist's general consumer Terms & Conditions do not apply to orders or transactions made through or charged to an approved Trade Account unless expressly stated otherwise.
20.4 If a provision of these Terms is invalid or unenforceable, the remaining provisions continue to operate to the extent permitted by law.
20.5 A failure or delay by either party to exercise a right does not constitute a waiver of that right.
20.6 The Account Holder must not assign or transfer its Trade Account or its rights or obligations under these Terms to another person or entity without the prior written consent of Artisan Chemist.
20.7 These Terms are governed by the laws of Queensland, Australia, and the parties submit to the jurisdiction of the courts of Queensland.
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