(December 09, 2008) --
The following terms govern the sale of goods by Becton Dickinson Australia and New Zealand
BD Australia Trading Terms
BD New Zealand Trading Terms
BD AUSTRALIA TRADING TERMS
Current as at 14th July 2010
The following terms govern the sale of goods by Becton Dickinson Pty Ltd (“BD”) to you. These terms
prevail over any terms in your documents or terms stated by you when placing an order. When you place
an order for goods, accept delivery of goods, make a payment or comply with these terms, you are taken to
have accepted them. Current terms are displayed at www.bd.com/anz, or otherwise available upon request.
1. MINIMUM ORDER QUANTITIES & VALUE
It is our policy to supply customers with case pack, minimum order quantities. Please refer to the
details in the BD price list for minimum quantities. Due to increased handling costs, all orders below
the net value of $500.00 (inclusive of GST) will incur a $50.00 (+ GST) handling charge.
2. DESPATCH OF GOODS AND RESUPPLY OF GOODS
2.1 It is the intention of BD to despatch orders or stock items within 48 hours from receipt of order.
BD is not liable for any failure to supply the goods at the delivery time quoted on any ground
including negligence by BD or its agents. BD may make partial deliveries. BD may decline to
accept an order or may cancel an order in its absolute discretion.
2.2 Urgent orders requiring goods and services outside our specified turnaround times will bear any
additional costs of the delivery. Urgent orders should be communicated by telephone, at first
instance, to your BD Customer Service Representative.
2.3 BD is not liable to you for any failure to comply with these terms if the failure (directly or
indirectly) arises out of any circumstances which are not within BD's reasonable control.
2.4 Risk of damage to, or loss of, the goods passes to you upon delivery. Title to the goods does
not pass to you until payment in full is received by BD.
2.5 You are not authorised to resell, resupply or distribute, or to authorise or permit any other
person to resell, resupply or distribute, any goods supplied by BD unless you have first entered
into a formal, written distribution agreement with BD, in which case your dealings with the
goods will be governed by the terms of that agreement and these trading terms. You must
indemnify BD, its directors, employees and agents against all loss, damage and liability
(including legal costs and expenses) incurred by BD, its directors, employees and agents
arising out of or relating to any such unauthorised resale, resupply or distribution.
3. RETURN OF GOODS
3.1 Nothing in these terms are intended to exclude, restrict or modify the implied warranties set out
in the Trade Practices Act 1974.
3.2 No goods will be accepted for return or credit unless prior approval has been received from
your BD Customer Service Representative.
3.3 Application for return of goods must be made within 14 days from receipt of goods. No goods
will be accepted after 21 days from authorisation date.
3.4 You will be allocated a Returned Goods Authority (RGA) reference number by BD's Customer
Service Representative. This RGA reference number must be shown on all returns. All returns
are to be sent to the BD Warehouse as directed by our Customer Service Department.
3.5 Please ensure that the RGA reference number is clearly marked on all goods for return. Goods
will only be accepted for return where prior approval has been obtained and the RGA reference
number is clearly shown. Only authorised quantities and batch numbers will be accepted. Any
unauthorised goods returned will be redirected to you at your expense. Goods must be
returned in their original packaging with no additional markings or damage. Any goods not
meeting this requirement will be refused credit.
3.6 Application for credit because of short shipment/damaged goods/over shipment of goods must
be made within 14 days from receipt of goods. If you have not made an application within this
time you will be deemed to have accepted the shipment and you cannot make any further
claims. If there is an over shipment, you must immediately inform BD in writing and BD is
entitled to, at your option, charge you for the excess goods or recover the excess goods from
you.
3.7 Only BD minimum order quantities will be considered for return, (i.e. no part cases will be
accepted)
3.8 If a product is believed to be faulty, goods should be isolated and BD's Customer Service
Department should be advised of the alleged fault. A sample from the batch concerned will be
evaluated by the Quality Assurance Dept. and if found to be faulty, an RGA number will be
provided.
3.9 Non Stock items ordered at customer request will not be accepted for return. Should any order
be cancelled after the items have been manufactured including shipping, all charges will be
billed to you.
3.10 Refrigerated, frozen, or products requiring a special license to transport (eg 'hazmat' products)
should not be returned physically to BD. Any claim for credit relating to BD supply of such
goods should be notified to your BD Customer Service Representative within 14 days of receipt.
IMPORTANT: Goods will only be accepted for return if the above conditions are complied with. A
re-stocking fee of $60.00 (+GST) will be charged if the returned goods were ordered in error.
4. GOODS WITH EXPIRY DATES
Any concern as to the expiry period remaining on goods received must be conveyed to BD within
14 days from receipt of goods. Under no circumstances will BD accept the return of stock which has
expired, or has less than three (3) month’s shelf life unless prior agreement has been arranged.
5. INVOICE DISCREPANCIES
You must notify your BD Customer Service Representative, or Accounts Receivable Officer, within
14 days for receipt of invoice regarding any amounts under dispute or requiring clarification.
6. ACCOUNTS
BD's terms of trade are 30 days net from the date of invoice unless otherwise specified in writing by
BD's Managing Director or Financial Controller. Unless otherwise specified in the invoice, you must
also pay the costs of delivery of the goods specified in the invoice on the same payment terms.
Unless BD states otherwise, prices do not include GST. In addition to paying the prices for the
goods or any other consideration under or in connection with the terms, you must pay to BD an
amount equal to any GST payable on any supply by BD under or in connection with the terms and
on the same payment terms and without deduction or set-off of any other amount. BD must provide
a valid tax invoice in respect of any GST included in any payment to be made under or in
connection with the terms. BD may require immediate payment of all unpaid moneys (whether or
not actually due and payable by you) if BD considers (in its discretion) that your creditworthiness
has become unsatisfactory, if you cannot pay your debts as they fall due, or if you become subject
to any other bankruptcy or insolvency event. "GST" has the same meaning in these terms as in the
"GST Law", as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). BD
reserves the rights to charge interest at the prevailing rates on any overdue amounts.
7. PAYMENTS BY CREDIT CARDS
BD accepts payment by American Express, Visa and Master Card, subject to the following
conditions:
7.1 Credit card payment is only accepted on placement of order. Please notify your Customer
Service Representative if you wish to pay by credit card and provide BD with your credit card
number, expiry date and cardholder name.
7.2 Your credit card will be charged as soon as the goods are despatched.
7.3 Procedure of goods return as mentioned in Section 4 applies. Credit will be charged to the
credit card where original payment was made, unless BD's Customer Service Representative
or Accounts Receivable Officer is otherwise notified.
7.4 BD does not accept credit card payment once credit term is taken up.
7.5 An additional charge equal to 2% of the total invoice value will be payable in respect of orders
placed to be paid by credit card.
8. LIABILITY
8.1 To the extent permitted by law, BD:
(a) expressly excludes all implied warranties, conditions, liabilities or representations in relation
to the goods or their quality, state, condition or fitness for any particular purpose or the
correctness of the information, advice or other services concerning the goods, whether
statutory or otherwise and whether imposed at law or equity;
(b) limits its liability for any breach of any condition or warranty that cannot be excluded at law
to, at the option of BD:
(i) in the case of goods:
(A) repairing or replacing those goods; or
(B) paying the cost of having those goods repaired or replaced; and
(ii) in the case of services:
(A) resupplying those or equivalent services; or
(B) paying the cost of having the services resupplied;
(c) will not be liable to you for any indirect, consequential, special or exemplary damages, loss
of revenue, economic loss, loss of anticipated profits or loss of data or information arising in
connection with these terms; and
(d) will not be liable for any damages arising from claims of third parties for injury, death or
property damage suffered as a result of the use of the goods, or failure of BD to warn, or to
adequately warn, against the dangers of the goods or failure of BD to instruct, or to
adequately instruct, about the safe and proper use of the goods.
8.2 Notwithstanding anything in these terms, the maximum liability of BD to you in connection
with these terms for any and all claims, whether under a warranty, indemnity claim or
otherwise, will not exceed the average of the total amount paid by you to BD for the goods
during each calendar year that BD supplied the goods to you.
9. EXPORT CONTROL
You and BD agree to comply fully with all applicable laws, including but not limited to export control
laws of the United States and other countries governing trans-border sales, re-sales, shipments and
transfers of the goods. BD's obligation to supply the goods to you is contingent upon BD receiving
any required governmental authorisations. You acknowledge and agree that the goods shipped
under these terms:
(a) must not be exported, re-exported, sold or transferred except as authorised under the US
Export Administration Regulations (15 C.F.R. Parts 730 to 774) and any other applicable
laws; and
(b) must not be used, resold or distributed, directly or indirectly, for the development,
production or proliferation of weapons of mass destruction (nuclear, chemical or biological)
or missile delivery systems, and/or for terrorist activities.
10. PRIVACY COMPLIANCE
You understand, consent and agree that BD will from time to time use your information for the
purposes of compliance with various legislative and regulatory requirements. Such legislation and
or regulation may not be limited to those enacted in Australia alone, and may include such foreign
countries as the United States. BD will at all times seek to manage and protect your information
from any misuse or otherwise unlawful handling.
Having read and understood the foregoing, you voluntarily agree to and consent for us or our
designated third party to perform the processing activities described above, and you hereby
consent to the data being processed in the United States.
11. GOVERNING LAW
These terms are governed by the law in force in New South Wales, Australia and the parties submit
to the non-exclusive jurisdiction of the courts of New South Wales and any courts which may hear
appeals from those courts.
BD NEW ZEALAND TRADING TERMS
Current as at 14th July 2010
The following terms govern the sale of goods by Becton Dickinson Ltd (“BD”) to you. These terms prevail over any terms in your documents or terms stated by you when placing an order. When you place an order for goods, accept delivery of goods,make a payment or comply with these terms, you are taken to have accepted them. Current terms are displayed at www.bd.com/anz, or otherwise available upon request.
1. Ordering - Orders should be placed with BD Customer Services, Becton Dickinson Limited, PO Box 14651, Panmure, Auckland, NZ. Customer Services Phone: 0800 572 468, Fax: 0800 572 469.
2. Minimum Order Quantities & Value – It is our policy to supply customers with shelf or case pack minimum
order quantities. Please refer to the BD price list for individual product minimum order quantities. Due to increased handling costs, all orders below the net value of $250.00 (inclusive of GST) will incur a $25.00 (+GST) handling charge.
3. Shipping - Orders are shipped via a transportation mode selected by BD. If a customer specifically requests urgent delivery outside the normal BD delivery plan, the freight charge will be added to the invoice.
4. DESPATCH OF GOODS & RESUPPLY OF GOODS
4.1 It is the intention of BD to despatch orders or stock items within 48 hours from receipt of order. BD is not liable for any failure to supply the goods at the delivery time quoted on any ground including negligence by BD or its agents.
BD may make partial deliveries. BD may decline to accept an order or may cancel an order in its absolute discretion.
4.2 Urgent orders requiring goods and services outside our specified turnaround times will bear any additional costs of the delivery. Urgent orders should be communicated by telephone, at first instance, to your BD Customer Service Representative.
4.3 BD is not liable to you for any failure to comply with these terms if the failure (directly or indirectly) arises out of any circumstances, which are not within BD's reasonable control.
4.4 Risk of damage to, or loss of, the goods passes to you upon delivery. Title to the goods does not pass to until payment in full is received by BD.
4.5 In the case that if any customer of BD, who does not have a formal written distribution agreement with BD, chooses to resell, re-supply or distribute, or to authorise or permit any other person to resell, re-supply or distribute, any goods by BD, then this customer must indemnify BD, it’s directors, employees and agents against all loss, damage and liability (including legal cost and expenses) incurred by BD, it’s directors, employees and agents arising out of or relating to any such unauthorised resale, re-supply or distribution.
5. RETURN OF GOODS
5.1 Subject to paragraph 13, nothing in these terms are intended to exclude, restrict or modify the implied guarantees set out in the Consumer Guarantees Act 1993.
5.2 No goods will be accepted for return or credit unless prior approval has been received from your BD Customer Service Representative.
5.3 Application for return of goods must be made within 14 days from receipt of goods. No goods will be accepted after 21 days from authorisation date.
5.4 You will be allocated a Returned Goods Authority (RGA) reference number by your BD Customer Service
Representative. This RGA reference number must be shown on all returns. All returns are to be sent to the BD Warehouse as directed by our Customer Service Department.
5.5 Please ensure that the RGA reference number is clearly marked on all goods for return. Goods will only be
accepted for return where prior approval has been obtained and the RGA reference number is clearly shown. Only authorised quantities and batch numbers will be accepted. Any unauthorised goods returned will be redirected to you at your expense. Goods must be returned in their original packaging with no additional markings or damage. Any goods not meeting this requirement will be refused credit.
5.6 Application for credit because of short shipment/damaged goods/over shipment of goods must be made within 14 days from receipt of goods. If you have not made an application within this time you will be deemed to have accepted the shipment and you cannot make any further claims. If there is an over shipment, you must immediately inform BD in writing and BD is entitled to, at your option, charge you for the excess goods or recover the excess goods from you.
5.7 Only BD minimum order quantities will be considered for return, (i.e. no part boxes will be accepted).
5.8 If a product is believed to be faulty, goods should be isolated and BD's Customer Service Department should be advised of the alleged fault. A sample from the batch concerned will be evaluated by the Quality Assurance Dept. and if found to be faulty, an RGA number will be provided.
5.9 Non Stock items ordered at customer request will not be accepted for return. Should any order be cancelled after the items have been manufactured including shipping, all charges will be billed to you.
5.10 Refrigerated, frozen, or products requiring a special license to transport (eg 'hazmat' products) should not be returned physically to BD. Any claim for credit relating to BD supply of such goods should be notified to your BD Customer Service Representative within 14 days of receipt.
IMPORTANT: Goods will only be accepted for return if the above conditions are complied with. A restocking
fee of $60.00 (+GST) will be charged if the returned goods were ordered in error.
6. GOODS WITH EXPIRY DATES - Any concern as to the expiry period remaining on goods received must be
conveyed to BD within 14 days from receipt of goods. Under no circumstances will BD accept the return of stock which has expired, or has less than three (3) month’s shelf life unless prior agreement has been arranged.
7. INVOICE DISCREPENCIES - you must notify your BD Customer Service Representative, or Accounts
Receivable Officer, within 14 days of receipt of invoice regarding any amounts under dispute or requiring
clarification.
8. ACCOUNTS - BD's terms of trade are 30 days net from the date of invoice unless otherwise specified in writing by BD's Managing Director or Financial Controller. Unless otherwise specified in the invoice, you must also pay the costs of delivery of the goods specified in the invoice on the same payment terms. Unless BD states otherwise, prices do not include GST. In addition to paying the prices for the goods or any other consideration under or in connection with the terms, you must pay to BD an amount equal to any GST payable on any supply by BD under or in connection with the terms and on the same payment terms and without deduction or set-off of any other amount. BD must provide a valid tax invoice in respect of any GST included in any payment to be made under or in connection with the terms. BD may require immediate payment of all unpaid moneys (whether or not actually due and payable by you) if BD considers (in its discretion) that your creditworthiness has become unsatisfactory, if you cannot pay your debts as they fall due, or if you become subject to any other bankruptcy or insolvency event. "GST" in these terms means goods and services tax imposed under the Goods and Services Tax Act 1985. BD reserves the rights to charge interest at the prevailing rates on any overdue amounts.
9. OWNERSHIP
9.1 Ownership of the goods does not pass to you until all amounts owing by you to BD in respect of the goods have been paid and all other obligations of you to BD in respect of the goods have been met.
9.2 Until ownership of the goods passes, you:
(a) must keep full and complete records of the goods;
(b) must return the goods if requested to do so by BD following non-payment of any amount owing by you to
BD or non-fulfillment of any other obligation of you to BD, without limiting any other right BD may have;
(c) gives BD the right to inspect the goods or any part of them at all reasonable times;
(d) must not change your name, address or contact details without providing BD with at least 20 Business
Days prior written notice;
(e) waive your right under the Personal Property Securities Act 1999 (“PPSA”):
(i) to receive a copy of any verification statement;
(ii) to receive a copy of any financing change statement;
(iii) to receive any notice that BD intends to sell the goods or to retain the goods on enforcement of the
security interest (as defined in the PPSA) granted to BD under these terms;
(iv) to object to a BD proposal to retain the goods in satisfaction of any obligation owed by you to BD;
(v) to receive a statement of account on sale of the goods;
(vi) to redeem the goods; and
(vii) where any goods becomes an accession, as defined in the PPSA, to not have any goods damaged
when BD removes the accession, to receive notice of removal of the accession and to apply to the
court for an order concerning the removal of the accession;
(a) must not give to BD a written demand or allow any other person to give BD a written demand requiring
BD to register a financing change statement under the PPSA or enter into or allow any other person to
enter into the register of personal property securities a financing change statement under the PPSA.
9.3 You acknowledge that you have received value as at the date of first delivery of the goods and have not agreed to postpone the time for attachment of the security interest (as defined in the PPSA) granted to BD under these terms.
9.4 You acknowledge that these terms create a security interest in all present and after acquired goods and any proceeds of the sale of the goods as security for all of your obligations to BD pursuant to the PPSA and that BD may register a financing statement to perfect its security interest in the goods delivered or to be delivered to you in accordance with the provisions of the PPSA.
9.5 You shall provide all information, execute or arrange for execution of all documents and do all other things that BD may require to ensure that BD has a perfected security interest in the goods under the PPSA.
10. LIABILITY
To the extent permitted by law, BD:
(a) expressly excludes all implied warranties, conditions, liabilities or representations in relation to the goods
or their quality, state, condition or fitness for any particular purpose or the correctness of the information,
advice or other services concerning the goods, whether statutory or otherwise and whether imposed at law
or equity;
(b) limits its liability for any breach of any condition or warranty that cannot be excluded at law to, at the
option of BD:
(i) in the case of goods:
(A) repairing or replacing those goods; or
(B) paying the cost of having those goods repaired or replaced;
and
(ii) in the case of services:
(A) re-supplying those or equivalent services; or
(B) paying the cost of having the services re-supplied;
(c) will not be liable to you for any indirect, consequential, special or exemplary damages, loss of revenue,
economic loss, loss of anticipated profits or loss of data or information arising in connection with these
terms; and
(d) will not be liable for any damages arising from claims of third parties for injury, death or property damage
suffered as a result of the use of the goods, or failure of BD to warn, or to adequately warn, against the
dangers of the goods or failure of BD to instruct, or to adequately instruct, about the safe and proper use of
the goods.
Notwithstanding anything in these terms, the maximum liability of BD to you in connection with these terms for
any and all claims, whether under a warranty, indemnity claim or otherwise, will not exceed the average of the total amount paid by you to BD for the goods during each calendar year that BD supplied the goods to you.
11. EXPORT CONTROL - You and BD agree to comply fully with all applicable laws, including but not limited to export control laws of the United States and other countries governing trans-border sales, re-sales, shipments and transfers of the goods. BD's obligation to supply the goods to you is contingent upon BD receiving any required governmental authorisations. You acknowledge and agree that the goods shipped under these terms:
(a) must not be exported, re-exported, sold or transferred except as authorised under the US Export
Administration Regulations (15 C.F.R. Parts 730 to 774) and any other applicable laws; and
(b) must not be used, resold or distributed, directly or indirectly, for the development, production or
proliferation of weapons of mass destruction (nuclear, chemical or biological) or missile delivery systems,
and/or for terrorist activities.
12. PRIVACY COMPLIANCE - You understand, consent and agree that BD will from time to time use your
information for the purposes of compliance with various legislative and regulatory requirements. Such legislation and or regulation may not be limited to those enacted in New Zealand alone, and may include such foreign countries as the United States. BD will at all times seek to manage and protect your information from any misuse or otherwise unlawful handling.
Having read and understood the foregoing, you voluntarily agree to and consent for us or our designated third party to perform the processing activities described above, and you hereby consent to the data being processed in the United States.
13. CONSUMER GUARANTEES ACT (1993)
13.1 If you are a “consumer” under the Consumer Guarantees Act 1993 the Consumer Guarantees Act will not apply where you acquire or hold yourself out as acquiring goods for the purposes of a business.
13.2 Where you are acquiring goods for the purpose of re-supplying them in trade, you will:
(a) include a provision in your terms of sale to the effect that the Consumer Guarantees Act will not apply
where a purchaser acquires or holds itself out as acquiring the goods for the purposes of a business;
(b) notify its purchasers of the effect of paragraph 11(a);
(c) take reasonable action to notify your purchasers at or before the time goods are supplied to the purchasers that BD does not undertake that facilities for repair of, and parts for, the goods will be available; and
(d) indemnify BD for and against any liabilities, losses, damages, claims, costs or expenses of whatever kind
and nature incurred by BD as a result of you failing to take the action required under this paragraph 13.
14. GOVERNING LAW - These terms are governed by the law in force in New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand and any courts which may hear appeals from those courts.
