Terms and Conditions

PART A – GENERAL TERMS

1 Introduction

1.1 Cenvet is a supplier to the veterinary market and allied pet industries and the Customer wishes to obtain the supply of Goods from Cenvet.

1.2 It is acknowledged and agreed that a separate agreement is formed between Cenvet and the Customer which consists of:

(a) Part A of this Agreement;
(b) the Customer’s Supply Proposal; and
(c) in respect of:

(i) the supply of Goods, Part B of this Agreement;
(ii) Rebates, Part C of this Agreement;
(iii) Choices Rewards, Part D of this Agreement;
(iv) CenSational Plus, Part E of this Agreement; and
(v) Cenvet Proprietary Goods, Part B of this Agreement and Part F of this Agreement.

and if there is any inconsistency between any of the documents listed above, the document mentioned first will prevail to the extent of the inconsistency.

1.3 A copy of this Agreement can be viewed at http://www.cenvet.com.au.

2 Definitions and interpretation

The meanings of the terms used in this Agreement are set out below.

Bailed Goods means goods supplied by Cenvet to the Customer when the payment is not received by Cenvet in full or before delivery.

Business Day means a day on which banks are open for business excluding a Saturday, Sunday or public holiday.

CCA means the Competition and Consumer Act 2010 (Cth).

CenSational Plus means the customer loyalty and/or membership program known as “CenSational Plus”, which is administered by Cenergy Pty Limited in accordance with the terms of this Agreement.

Cenversa Group means Cenvet and each of its related bodies corporate from time to time, and any other entity nominated by Cenvet as forming part of the Cenversa Group for the purposes of this Agreement.

Cenvet means Cenvet Australia Pty Ltd (ABN 70 097 206 187).

Change of Control means in relation to the Customer:

(a) any alteration in the legal or beneficial ownership of the Customer, or any other fact, matter or circumstance, the effect of which is to alter the Control of the Customer from the Control which exists as at the date of this Agreement; or
(b) other than in the ordinary course of business, any disposal by the Customer of any substantial part of its assets or undertaking,
in the reasonable opinion of Cenvet. It may be direct or indirect and may be as a result of or by means of any trust, agreement, arrangement or understanding whether legally enforceable or not.

Choices Rewards means the rewards program administered by Cenvet from time to time.

Commencement Date means the date specified in the Supply Proposal.

Confidential Information means confidential information, trade secrets, know-how, scientific, technical, product, market or pricing information relating to the Goods or the Cenvet business or this Agreement which is not in the public domain and includes:

(a) the terms of the Supply Proposal; and
(b) any information designated by a party as confidential; and
(c) any other information which becomes known to a party about the other which is confidential.

Customer means the entity identified as the customer in the relevant Supply Proposal.

Default Notice means a notice given under clause 7.3 of Part A.

Dispute Notice means a notice given under clause 11.2 of Part A.

Event of Default, the occurrence of any of the following events will constitute an Event of Default:

(a) if the Customer breaches an essential term of the Agreement;
(b) if the Customer otherwise commits a material breach of the Agreement;
(c) if any of the representations or warranties made by or on behalf of the Customer pursuant to this Agreement are untrue in any material respect when made or deemed to have been made;
(d) if an Insolvency Event occurs in respect of the Customer; or
(e) if a Change of Control occurs in relation to the Customer without the prior written consent of Cenvet.

Force Majeure means an act of God, war, revolution or any other unlawful act against public order or authority, an industrial dispute including strike or other labour disturbances, a governmental restraint, a shortage or unavailability of raw materials, production capacity or transportation, and any other event which is not within the reasonable control of Cenvet.

Goods has the meaning given to it in the Sale of Goods Act 1923 (NSW) and includes any part thereof or the whole of the Goods supplied by Cenvet or any entity within the Cenversa Group under this Agreement.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any ancillary legislation relating to the imposition of goods and services tax.

Guarantor means any person who has signed a guarantee in favour of Cenvet in respect of the Customer’s obligations under this Agreement.

Insolvency Event, in relation to a person, means:

(a) an administrator being appointed to that person;
(b) a controller (as defined in section 9 of the Corporations Act 2001 (Cth)) being appointed to all or any of that person’s property;
(c) that person enters into any arrangement with its creditors;
(d) that person becomes unable to pay its debts when they are due;
(e) that person suspends payment of its debts generally;
(f) that person being wound up or dissolved; or
(g) anything having a substantially similar effect to any of the above events happening to that person under the law of any applicable jurisdiction.

Interest Rate means 10% per annum.

Loss includes any damage, loss, liability, cost, charge, expense, outgoing or payment (whether direct or indirect, consequential or incidental).

Mediation means mediation of a dispute:

(a) by the Mediator; and
(b) in accordance with rules adopted by the Australian Commercial Disputes Centre Limited from time to time; and
(c) otherwise in the way determined by the Mediator.

Notice includes any notification, request, demand, consent, approval or communication.

PPSA means the Personal Property Securities Act 2009 (Cth).

RCTI means recipient created tax invoice.

Rebates means any rebates, credits or incentive payments offered under this Agreement.

Related Bodies Corporate has the meaning given to that term in section 50 of the Corporations Act 2001 (Cth).

Senior Representative means, in respect of a party, a senior executive of that party with authority to settle the relevant Dispute.

Supply Proposal means the document titled “Supply Proposal” prepared by Cenvet for each proposed customer.

3 Operation of these terms

Conditional supply

3.1 The supply of Goods under this Agreement is conditional upon:

(a) the Customer accepting its Supply Proposal; and
(b) Cenvet completing a credit check on the Customer and being satisfied by the results of that check.

3.2 The condition in clause 3.1(b) will be deemed to have been satisfied upon Cenvet commencing the supply of Goods to the Customer on the terms of this Agreement.

Term

3.3 The term of this Agreement shall be three years commencing on the Commencement Date and ending three years thereafter.

3.4 This Agreement will automatically renew for subsequent one year periods, unless 90 days prior written notice is given by one party to the other that it does not want the Agreement to renew.

This Agreement prevails

3.5 This Agreement supersedes all other previous agreements between the parties and, for the avoidance of doubt, these terms shall prevail over all terms of any Customer’s order to the extent of any inconsistency.

Variation

3.6 Cenvet reserves the right to alter the pricing, points, rebates and rewards (including the ways in which points, rebates and rewards are earned and redeemed) from time to time. Any amendments will be notified in writing 10 Business Days prior to change and published on the Cenvet website. The Customers ongoing purchases from Cenvet will represent an agreement by the customer to be bound by the terms and conditions as amended.

Cenversa Group

3.7 Wherever Cenvet is required to do anything under or in connection with this Agreement, the act may be done by any entity in the Cenversa Group in the name of and on behalf of all the other entities which comprise the Cenversa Group. A receipt given by any entity in the Cenversa Group and expressed to be given on behalf of one or more of the other entities will operate as a full discharge from the entities so named to the payer for the monies paid. For clarity:

(a) supply of Goods, Rebates and Choices Rewards are administered by Cenvet; and
(b) CenSational Plus is administered by Cenergy Pty Limited (ABN 32 609 965 657).

4 Goods and Services Tax

4.1 Any reference in this clause to a term defined in the GST Act is, unless the context indicates otherwise, a reference to the term as defined in the GST Act.

4.2 Unless indicated to the contrary the consideration for any supply made in accordance with this Agreement does not include GST.

4.3 If GST is imposed on a supply made under or in connection with this Agreement then the recipient must, at the same time that it pays to the supplier the consideration for the supply, pay to the supplier the GST properly payable in respect of the supply.

4.4 The supplier must issue a tax invoice to the recipient of the supply at the time of the payment of the GST inclusive consideration or such other time as the parties agree.

4.5 If one of the parties to this Agreement is entitled to be reimbursed for an expense or outgoing incurred in connection with this Agreement then the amount of the reimbursement will be net of any input tax credit which may be claimed by the party being reimbursed in relation to that expense or outgoing.

5 Confidentiality

5.1 Subject to clauses 5.2 and 5.3, each party must keep the Confidential Information confidential.

5.2 A party may only disclose the Confidential Information:

(a) to its Related Bodies Corporate, employees, agents, contractors and professional advisers who are required to treat the information as confidential; or
(b) where required to perform or enforce this Agreement; or
(c) where required by operation of law but only where the party being required to disclose notifies the other party and gives that other party a reasonable opportunity to prevent the disclosure being required; or
(d) where the information has entered the public domain (other than as a result of a breach of this clause 5).

5.3 A party must prevent the disclosure of the Confidential Information by any person to whom it makes disclosure in accordance with clause 5.2.

6 Retention of title

6.1 Until Cenvet receives payment in full for the supply of Goods to the Customer, it retains legal and equitable title in those Bailed Goods and Customer holds all Bailed Goods as fiduciary and bailee for Cenvet.

6.2 Cenvet reserves the following rights in relation to the Goods until all accounts owed by the Customer to Cenvet are fully paid:

(a) to enter the Customer’s premises (or the premises of any associated company or agent where the Goods are located) without liability for trespass or any resulting damage and retake possession of the Goods; and
(b) to keep or resell any Goods repossessed pursuant to (a) above.

6.3 If the Goods are resold, or products manufactured using the Goods are sold, by the Customer, the Customer shall hold such part of the proceeds of any such sale as represents the invoice price of the Goods sold or used in the manufacture of the Goods sold in a separate identifiable account as the beneficial property of Cenvet received by the Customer, held by the Customer on trust for Cenvet, and shall pay such amount to Cenvet upon Cenvet’s written request.

6.4 Until Bailed Goods are sold, the Customer must keep the Bailed Goods safe and free from deterioration, destruction, loss or harm, clearly designate them as the property of the applicable Cenvet, store them in such a way that they are clearly identified as the property of Cenvet and keep full and complete records of their physical location and Cenvet ownership, and the Customer must permit Cenvet to inspect the Bailed Goods or any such records at any time on reasonable prior notice.

6.5 Reservation of title and ownership is effective regardless of whether the Bailed Goods have been altered from their supplied form or commingled with other goods.

6.6 Cenvet shall be entitled to maintain an action against the Customer for the purchase price and the risk in the Goods shall pass to the Customer upon delivery. The Customer is responsible for any loss, destruction or conversion of the Goods during that time.

6.7 The Customer agrees that it will, at its own expense, maintain the Goods and insure them for the benefit of Cenvet for their full replacement value against all risks, including theft, fire, destruction, water and other damage, for the time that the risk in the Goods has passed to the Customer.

7 Personal Property Securities Laws

7.1 If a term used in this clause has a particular meaning in the PPSA that has not already been defined in this Agreement, then that term has the same meaning in this clause.

7.2 The Customer acknowledges and agrees that for the purposes of the PPSA, this Agreement constitutes a security agreement that covers the Goods for the purposes of the PPSA, and the Customer further acknowledges and agrees that:

(a) Cenvet holds a security interest (as a secured party), over all the present and after acquired Goods supplied by Cenvet to the Customer and any proceeds of the sale of those Goods and the Customer agrees:

(i) to treat that security interest as a subsisting and continuing interest in the Goods;
(ii) that Cenvet will continue to hold the security interest in the Goods notwithstanding that the Goods may be processed, commingled or become an accession with other goods;
(iii) that the security interest will have priority over any registered or unregistered general (or other) security and any unsecured creditor, to the fullest extent permitted by law; and
(iv) that the security interest secures all monies owing to Cenvet by the Customer under this Agreement or otherwise;

(b) any purchase by the Customer under this Agreement will constitute a purchase money security interest (“PMSI”) and the PMSI granted:

(i) will apply to any Goods (coming into possession of the Customer);
(ii) will apply to any proceeds of sale of Goods being received by the Customer; and
(iii) is attached to all Goods now or in the future supplied to the Customer by Cenvet;

(c) until title in the Goods supplied by Cenvet passes to the Customer, the Customer must:

(i) hold and maintain the Goods free of any charge, lien or security interest other than those created under this Agreement; and
(ii) not otherwise deal with the Goods in a way which will or may prejudice any rights of Cenvet set out in this Agreement or pursuant to the PPSA;

(d) if the Customer defaults under this Agreement, Cenvet may enforce its security interest in the Goods by exercising all or any of its rights under this Agreement or the PPSA, including, without limitation, the right to enter the Customer’s property or premises without notice to seize, dispose of or retain the Goods, without being liable to the Customer or any other party if Cenvet has reason to do so; and

(e) Cenvet may register its security interest in the Goods created under this Agreement on public registers, including the Personal Property Securities Register (PPSR), at any time before or after delivery of the Goods.

7.3 The Customer undertakes to:

(a) sign any documents and provide any information which Cenvet may require to register, amend or update:

(i) its security interests, with the priority required by Cenvet, and to maintain those registrations; and
(ii) a Financial Statement or Financing Change Statement in relation to a security interest on the PPSR;
(b) sign any documents and do anything necessary to ensure that Cenvet’s security interest in the Goods is a perfected first ranking security interest and has priority over all other security interests in all the Goods supplied by Cenvet to the Customer;

(c) not register or permit to be registered a Financing Change Statement in the Goods without the prior written consent of Cenvet;

(d) notify Cenvet in writing of any anticipated change in the Customer’s name, address, contact details, business practice or other change in the Customer’s details registered on the PPSR, at least 10 Business Days prior to effecting any such change, to enable Cenvet to register a Financing Change Statement if necessary; and

(e) indemnify Cenvet against any liability that arises because of Cenvet’s exercise of this clause 7. and upon demand reimburse Cenvet for all expenses incurred in registered a Financing Statement or Financing Change Statement on the PPSR or releasing any security interests.

7.4 Cenvet may use and/or disclose information provided by it to register any security interest on public registers including the PPSR, including private information to the extent necessary for Cenvet to exercise its rights under this Agreement or as required by law.

7.5 The Customer agrees that Cenvet may disclose to ‘Interested persons’ (as defined in section 275(9) of the PPSA) or any other person, any information of the kind described in section 275(1) of the PPSA.

7.6 Cenvet need not comply with any of the provision of the PPSA which would otherwise apply to the extent that the law permits them to be excluded.

7.7 The Customer waives its rights:

(a) to receive any notice under the PPSA unless the notice is required by the PPSA and that requirement cannot be excluded;
(b) to receive a verification statement in accordance with section 157 of the PPSA; and
(c) under sections 96, 125, 130, 132, 135, 137, 142 and 143 of the PPSA.

8 Personal Guarantee

8.1 In consideration of Cenvet supplying Goods to the Customer, the Guarantor has agreed to guarantee the observance and due performance by the Customer of its obligations to Cenvet.

Definitions

8.2 The following expressions wherever occurring in this clause 8, unless the context otherwise requires, mean:

(a) Collateral includes all the personal property present and future and wheresoever situated of the Guarantor to which the security interest created by this Agreement is attached in accordance with the provisions of the PPSA.
(b) Circulating collateral, non-circulating collateral and security interest each have the meaning ascribed in the PPSA.
(c) Other security means any security interest given by the Guarantor to Cenvet in addition to this guarantee to better secure the Customer’s obligations.
(d) Event of default means any one or more of the following events:

(i) failure by the Customer to comply with any of its obligations or covenants owed to Cenvet;
(ii) default by the Customer in due and punctual payment to Cenvet of all moneys as they fall due for payment;
(iii) the Customer or the Guarantor creating any other security interest over any part of the collateral without Cenvet’s prior consent; or
(iv) if the Customer goes bankrupt or, being a corporation, goes into any form of insolvency.

(e) Registration means the act of lodging a financing statement prescribed by the PPSA and associated regulations with the PPSR in respect of the security interest created by this guarantee.

8.3 The Guarantor warrants that before acceptance of the Supply Proposal to which this Agreement is attached, they have sought such advice as they deem necessary to understand the full import of their responsibilities under this guarantee and in particular the financial impositions on them consequential on default by the Customer in performance of their obligations and payment of any monies due by the Customer to Cenvet. They have acquainted themselves with this Agreement and sought such advice thereon as they deem necessary. They have satisfied themselves as to the financial position of the Customer and their capacity to comply with their obligations.

8.4 This guarantee is given by the Guarantor having received legal advice about the Guarantor’s obligations before giving it and it shall not be determined by either the Guarantor’s death or bankruptcy but shall always be binding upon the Guarantor’s executors, administrators and/or assigns.

8.5 The Guarantor hereby guarantees to Cenvet the due and punctual performance of all obligations of the Customer to Cenvet and hereby indemnifies Cenvet from and against all losses, expenditures, costs, claims, damages and expenses of whatever nature suffered or incurred directly or indirectly by Cenvet arising out of the breach or non-performance by the Customer of its obligations to Cenvet.

8.6 This guarantee and indemnity is continuing and irrevocable and the obligations of the Guarantor are absolute and unconditional in all circumstances and must continue notwithstanding that there is any change in the name, style, constitution or otherwise of the Customer.

8.7 This guarantee continues despite the payment of any part of the amount owing and despite any time or other concession or compromise extended by Cenvet to the Customer or for the performance of its obligations.

8.8 Cenvet shall be at liberty without discharging the Guarantor from liability hereunder to grant time or other indulgence to the Customer in respect of the Goods supplied by Cenvet to it and to accept payment from the Customer in cash or by means of negotiable instruments and to treat the Guarantor in all respects as though the Guarantor were jointly and severally liable with the Customer as a debtor to Cenvet instead of being merely surety for the Customer and in order to give full effect to the provisions of this guarantee the Guarantor hereby waives all rights inconsistent with such provisions and which the Guarantor might otherwise as surety be entitled to claim and enforce.

8.9 The Guarantor hereby consents to any variation of this Agreement.

8.10 This guarantee will not be affected:

(a) by Cenvet’s neglect or omission to enforce any of its rights in relation to any security or release any security in whole or in part;
(b) if a Guarantor dies or becomes of unsound mind or bankrupt or, being a company, goes into liquidation, receivership, administration or any other form of insolvency; or
(c) by any other obligation of the Customer for any reason becoming unenforceable in whole or in part.

8.11 This guarantee and indemnity is a principal obligation and is not to be treated as ancillary or collateral to any obligation to the intent that this guarantee and indemnity will be enforceable even though any of the agreements and other obligations arising between the secured party and the borrower are in whole or part unenforceable for any reason.

8.12 Cenvet may at any time or times at Cenvet’s absolute discretion and without giving any notice whatsoever to the Guarantor refuse further credit or supplies of the Goods to the Customer and may grant to the Customer at any time or any indulgence and compound with it or them respectively without discharging or impairing the Guarantor’s liability under this guarantee.

8.13 This guarantee and indemnity may be enforced against the Guarantor without Cenvet first acting against the Customer, or pursuing any other available recourse, and may be enforced despite any neglect or omission to enforce any right against the Customer, or if debt of the Customer to Cenvet is wholly or partially unenforceable, or if the Customer goes into any form of insolvency.

8.14 The Guarantor:

(a) as the beneficial owner and absolutely entitled to grant this security interest, in consideration of Cenvet supplying Goods to the Customer, hereby charge in favour of Cenvet all of the Guarantor’s personal property present and future and wheresoever situated including uncalled capital with the payment to Cenvet of all monies secured by this guarantee. Such security interest will be a non-circulating and specific security interest on all personal property now or in the future belonging to the Guarantor;
(b) will, at its own cost, at Cenvet’s request execute, stamp and register such further security interests and assurances of such property containing such covenants and provisions as Cenvet deems necessary. The Guarantor agrees that each of such securities is further security to the intent that the moneys owing to Cenvet are secured thereby. Default under any of these securities constitutes default under this Agreement;
(c) has no power to create any security interest ranking in priority or of equal rank to this guarantee without first obtaining Cenvet’s consent. The Guarantor has no power before this circulating security interest becomes non-circulating to create a subsequent security interest on any of its property; and
(d) appoints Cenvet as its attorney to execute, sign and perform in its name and on its behalf all agreements, instruments, acts and things whatsoever which the Guarantor ought to execute, sign and perform under the covenants contained in this Agreement and generally to use the Guarantor’s name in the exercise of all or any of the powers conferred on Cenvet or on any receiver or manager appointed by Cenvet as the case may be.

9 Representations and warranties

Customer representations and warranties

9.1 The Customer warrants that:

(a) all statements and representations made and documents provided by it or a Guarantor in connection with, and during the term of, this Agreement are complete, accurate and not misleading;
(b) this Agreement constitute its legal valid and binding obligations and subject to any necessary stamping are enforceable in accordance with their terms;
(c) the person(s) signing a Supply Proposal are authorised to do so; and
(d) if the Customer or a Guarantor is a trustee of a trust, the assets of the trust will be available to meet payment of any accounts, Cenvet has the right to be indemnified out of the trust assets and the Customer or Guarantor enter into these in their own capacity as well as a trustee of the trust.

9.2 The Customer acknowledges that in providing credit to the Customer, Cenvet relies on the correctness of these warranties and will continue to do so in all their respective further dealings with the Customer.
Survival of Representations and Warranties

9.3 The representations and warranties given in this clause 9 survive the termination or expiry of this Agreement.
Reliance

9.4 The Customer acknowledges that Cenvet has entered into this Agreement in reliance on the representations and warranties in this clause 9.

10 Liability

10.1 The Customer may have the benefit of consumer guarantees under the Australian Consumer Law. To the maximum extent permitted by law, all terms, conditions or warranties that would be implied into this Agreement, or in connection with the supply of any goods or services by Cenvet by law, statute, custom or international convention are expressly excluded.

10.2 To the maximum extent permitted by law:

(a) the aggregate liability of Cenvet for breach of this Agreement, or in connection with the supply of any goods or services by Cenvet will at all times be limited to the price paid or payable by the Customer in relation to the goods or services connected with the breach; and

(b) Cenvet will not be liable for any loss of expected savings, loss of use, loss of opportunity, loss of profit, loss of revenue, increased financing costs, loss arising from delay, or any consequential, special or indirect loss or damage or any loss or damage considered as being beyond the normal measure, whether or not the possibility or potential extent of the loss or damage was known or foreseeable, and whether arising from a claim under an indemnity, in contract, in tort (including negligence), under statute or otherwise.

10.3 To the maximum extent permitted by the Australian Consumer Law, Cenvet’s liability for any breach of a consumer guarantee under the Australian Consumer Law shall be limited to one of the following as determined by Cenvet:

(a) in relation to the supply of goods:

(i) replacing the goods;
(ii) repairing the goods;
(iii) paying the cost of replacing the goods or of acquiring equivalent goods; or
(iv) paying the cost of repairing the goods; and

(b) in relation to the supply of services:

(i) resupplying the services; or
(ii) paying the cost of having the services resupplied.

10.4 Each party must take reasonable steps to mitigate any loss it suffers or incurs under or in connection with this Agreement.

11 Changes in details

11.1 The Customer must notify Cenvet in writing of the occurrence of any Insolvency Event, change in name, address or contact details of the Customer or any Guarantor or any step being taken that may result in:

(a) a Change of Control; or
(b) the sale of an asset or assets of the Customer (separately or together having a value greater than 20% in value of the Customer’s gross assets), as soon as practicable and not later than within 2 Business Days of such event, change or step occurring.

11.2 A Change in Control does not affect the obligations of the Customer or a Guarantor under this Agreement, which obligations continue despite any changes.

12 Default and enforcement

12.1 If:

(a) the Customer fails to comply with this Agreement, including in respect of any payment obligation to Cenvet;
(b) the Customer or a Guarantor suffers an Insolvency Event;
(c) the Customer or a Guarantor makes any misrepresentation to Cenvet; or
(d) without the prior written consent of Cenvet, there is a Change in Control of the Customer or the business of the Customer,
(each an Event of Default) then Cenvet may, at its discretion and without prejudice to other rights which they may have:
(e) declare the balance of the Customer’s trading account, and any unpaid fees or charges applicable under this Agreement or any terms of sale, are immediately due and payable;
(f) enter upon any premises at which Bailed Goods are located and recover and retake possession of the Bailed Goods; and
(g) exercise any other right or remedy available to it under:

(i) this Agreement, a Guarantee and Indemnity or any terms of sale;
(ii) the PPSA; or
(iii) any applicable law, including enforcing any security interest, charge or mortgage and appointing any one or more persons as a receiver of any collateral.

12.2 For the purposes of clause 12.1(f):

(a) the right to appoint a receiver includes the right to fix a receiver’s remuneration, remove a receiver, appoint an additional receiver and give an indemnity;
(b) unless the terms of appointment restrict a receiver’s powers, a receiver may do anything the law allows an owner or receiver of collateral to do (including under sections 420(1) and (2) of the Corporations Act); and
(c) the receiver is the agent of the grantor of the security interest, charge or mortgage and the grantor is responsible for the receiver’s acts or omissions.

12.3 To the extent permitted by law, none of Cenvet, or any receiver will be liable for loss or damage resulting from an exercise of rights under this clause 12 (including for damage to any premises or property caused by the removal of the Bailed Goods).

13 Suspension and termination

13.1 Cenvet may at any time upon reasonable notice cease or suspend supply of goods or services to the Customer.

13.2 Without limiting clause 14, at Cenvet’s election and without prejudice to its other rights, Cenvet may suspend or terminate the provision of credit and this Agreement immediately (with or without written notice) and/or declare the balance of the Customer’s trading account, and any unpaid fees and charges to which Cenvet is entitled to payment under this Agreement, immediately due and payable, if:

(a) an Event of Default occurs; or
(b) in Cenvet’s reasonable opinion there is a material change in the Customer’s circumstances which will, or is reasonably likely to, jeopardise the Customer’s ability to comply with this Agreement.

14 Termination

Notice of Event of Default

14.1 The Customer must give a notice to Cenvet if the Customer becomes aware that an Event of Default has occurred to the Customer.

14.2 If an Event of Default occurs to the Customer, regardless of whether the Customer has given a notice to Cenvet under clause 14.1, Cenvet may give a Default Notice to the Customer.

Right to remedy in certain circumstances

14.3 If Cenvet gives a Default Notice to the Customer and the Event of Default referred to in the Default Notice relates to:

(a) the non-payment of money, the Default Notice must give the Customer at least 10 Business Days to pay the money (plus any interest); or
(b) another Event of Default (other an Insolvency Event in respect of the Customer) which is capable of being remedied, the Default Notice must give the Customer at least 20 Business Days to remedy the Event of Default to the satisfaction of Cenvet.

Termination

14.4 If:

(a) the Customer does not comply with a Default Notice by paying the money or otherwise remedying the Event of Default pursuant to clause 14.3;
(b) the Event of Default consists of an Insolvency Event or a Change of Control in respect of the Customer; or
(c) the Event of Default cannot be remedied,
Cenvet may, at its option and without limiting other remedies which it may have under this Agreement or at law, do any one or more of the following:
(d) terminate this Agreement with immediate effect by notice in writing to the Customer; and
(e) sue the Customer for all losses incurred by Cenvet as a consequence of the occurrence of the Event of Default; and
(f) exercise its rights under this Agreement (as far as that is possible having regard to the occurrence of the Event of Default); and
(g) demand immediate payment of all money owing to it by the Customer under this Agreement, whether due at that time or not; and
(h) require the Customer to give Cenvet any information regarding its business that Cenvet reasonably requires; and

(i) in relation to the Goods, Cenvet may do any one or more of the following:
(i) appoint a person to conduct a stock take of all Goods remaining in the possession of the Customer;
(ii) enter onto the Customer’s premises and repossess any Goods in respect of which title has not yet passed to the Customer;
(iii) suspend further supply of the Goods;
(iv) require payment in advance for all future deliveries of Goods; and
(v) cancel any existing orders for Goods.

Consequences of expiry or termination

14.5 When this Agreement expires or is terminated:

(a) subject to clause 14.5(b), this Agreement continues to bind the parties in connection with all transactions entered into under them before expiry or termination; and
(b) all orders placed by the Customer for Goods are automatically cancelled unless Cenvet elects to the contrary; and
(c) the Customer must, within 5 Business Days after the date of expiry or termination:

(i) pay Cenvet all amounts it owes to Cenvet, whether due at that time or not; and
(ii) return all Cenvet Confidential Information to Cenvet.

(d) all points are forfeited.

Force Majeure

14.6 Where Force Majeure prevents or delays Cenvet from performing an obligation under this Agreement that obligation is suspended for as long as the Force Majeure continues.

Indemnity

14.7 The Customer indemnifies Cenvet against any Loss which Cenvet suffers, incurs or is liable for in connection with this Agreement including in connection with:

(a) any breach of this Agreement by the Customer; and
(b) any supply of the Goods by the Customer to third parties.

Release

14.8 To the extent permitted by law, the Customer releases Cenvet from:

(a) any Loss which the Customer suffers in its dealings with Cenvet under this Agreement; and
(b) any claim that the Customer may have against Cenvet,
unless this Agreement provides otherwise.

14.9 To the extent permitted by law, in no case is Cenvet liable to the Customer for any indirect, consequential, incidental or special Loss including loss of income, profit or economic loss.

15 Notices

How and where Notices may be sent

15.1 A notice or other communication under this Agreement (Notice) must be in writing and delivered by hand or sent by pre-paid post or email to a party at the postal address or the email address for that party supplied during the application or as otherwise specified by a party by Notice.

When Notices are taken to have been given and received

15.2 A Notice:

(a) sent by post is regarded as given and received on the third Business Day following the date of postage; or
(b) sent by email, is regarded as given and received at the time and date it was successfully sent without the sender subsequently receiving a delivery failure notification.

15.3 A Notice delivered or received other than on a Business Day or after 4.00pm (recipient’s time) is regarded as received at 9.00am on the following Business Day and a Notice delivered or received before 9.00am (recipient’s time) is regarded as received at 9.00am.

16 Privacy and use of information

Collection and use of information

16.1 Cenvet may obtain, use and disclose information about the Customer on the terms set out in this clause 16.

Consent

16.2 Cenvet may obtain information about the Customer from any person (including referees, accountants, advisers, any business the Customer deals with and credit reporting agencies):

(a) to assess any credit application or credit worthiness;
(b) to collect payments which are overdue; and
(c) for other purposes the law allows.

16.3 Cenvet may obtain credit reports about the Customer from credit reporting agencies containing:

(a) information about the Customer; and
(b) information about the Customer’s commercial credit activities.

Disclosing information to credit reporting agencies

16.4 Cenvet may disclose information about the Customer to credit reporting agencies to the extent Cenvet considers necessary or desirable in connection with administering this Agreement.

Using Information

16.5 In addition to the uses set out above in this clause 16, Cenvet may use information about the Customer:

(a) to disclose to those selected supplier(s) as authorised in writing by the Customer;
(b) to assist in providing the Customer with goods or services;
(c) for the purpose of Customer, agent or contractor selection and support;
(d) for the purpose of marketing activities such as direct marketing and generally to promote goods and services; and
(e) for its internal administrative, planning, product development and research needs.

Updating credit information

16.6 The Customer may access their information held by Cenvet by contacting the Privacy Officer at the address for service of notices for Cenvet.

16.7 The Customer may inform Cenvet from time to time of matters which affect their credit standing, credit worthiness, credit history, credit capacity or identity. Cenvet will amend information held by Cenvet if Cenvet believes the information requires amendment.

17 Duty, costs and expenses

Duties

17.1 The Customer must pay all duty in respect of the execution, delivery and performance of this Agreement and any agreement or document entered into or signed under this Agreement (unless that agreement or document provides for another party to pay the duty in respect of it).

Costs and expenses

17.2 Each party must pay their own costs and expenses in respect of the negotiation, preparation, execution, delivery and registration of this Agreement and any other agreement or document entered into or signed under this Agreement.

17.3 Subject to clause 17.4, any action to be taken by the parties in performing their obligations under this Agreement must be taken at its own cost and expense unless otherwise provided in this Agreement.

17.4 The Customer must pay all of Cenvet’s costs and expenses of taking any action in respect of an Event of Default under clause 12.

18 Dispute determination

Dispute Notice

18.1 Unless clause 18.2 applies, a party may give a Dispute Notice to the other parties to this Agreement if the party believes (on reasonable grounds) there is a legitimate dispute or difference between the parties as to the performance of this Agreement.

18.2 The Customer may not give a Dispute Notice if:

(a) the dispute concerns whether an Event of Default has occurred; or
(b) the Customer has committed an Event of Default which has not been remedied at the time the Customer seeks to give Cenvet a Dispute Notice.

Negotiation by Senior Representatives

18.3 If a party gives a Dispute Notice, each of the parties to the dispute must, within 10 Business Days after the Dispute Notice is given, appoint a Senior Representative to attempt to resolve the dispute.

18.4 The Senior Representative appointed by a party must have sufficient authority from the party appointing them to resolve the dispute.

18.5 The parties to the dispute must procure that their respective Senior Representatives negotiate in good faith to attempt to resolve the dispute within 20 Business Days after the Dispute Notice is given.

Mediation

18.6 If the Senior Representatives cannot agree to resolve the dispute within 20 Business Days after the Dispute Notice is given, any party to the dispute may refer the dispute to Mediation.

18.7 With regard to the Mediation, the parties to the dispute must:

(a) make their Senior Representatives available at all reasonable times to attend the Mediation; and
(b) use their best endeavours to make available to the Mediator all facts and circumstances relevant to the dispute; and
(c) make submissions as required by the Mediator; and
(d) participate in the Mediation in good faith in an attempt to resolve the dispute; and
(e) otherwise do all things reasonably necessary to ensure that, if possible, the Mediation resolves the dispute.

18.8 The Mediation is to commence within 20 Business Days of the appointment of a Mediator and must conclude within 10 Business Days after the Mediation commences, unless extended by mutual written consent.

18.9 The Mediator may appoint any other expert to consult with, assist and advise the Mediator regarding the Mediation.

Costs

18.10 Each of the parties must share equally:

(a) the Mediator’s costs and expenses; and
(b) the cost and expenses of any expert appointed by the Mediator.

Conduct pending expert determination

18.11 To the extent they are able to do so, the parties to the dispute must continue to perform their obligations under this Agreement pending the outcome of the dispute.

18.12 A party may not exercise a right of termination or take any steps to obtain an injunction while a dispute is being determined under this clause 18.

19 Interest

19.1 A party must pay interest on any amount (including interest) due but unpaid under this Agreement.

19.2 Interest payable under clause 19.1:

(a) accrues day to day from and including the due date for payment to the actual date of payment, before and, as an additional obligation, after any judgment, decree or order into which the liability to pay any amount under this Agreement becomes merged; and
(b) may be capitalised by Cenvet at monthly intervals.

19.3 The rate of interest payable under this clause 19 is the higher of:

(a) the Interest Rate; and
(b) the rate fixed or payable under a judgment, decree or order referred to in clause 19.2(a).

19.4 A certificate signed by a Cenvet officer stating the amount outstanding and not paid and the amount of any interest payable in respect of that amount will be conclusive of such amounts owing to Cenvet in the absence of manifest error.

20 General

Governing law and jurisdiction

20.1 This Agreement is governed by the law in force in New South Wales, Australia (Jurisdiction).

20.2 Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in the Jurisdiction and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement. Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

Invalidity and enforceability

20.3 If any provision of this Agreement is invalid under the law of any jurisdiction the provision is enforceable in that jurisdiction to the extent that it is not invalid, whether it is in severable terms or not.

20.4 Clause 20.3 does not apply where enforcement of the provision of this Agreement in accordance with clause 20.3 would materially affect the nature or effect of the parties’ obligations under this Agreement.

Waiver

20.5 No party may rely on the words or conduct (including the delay in the exercise of a right) of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

Assignment

20.6 Cenvet may assign its rights or obligations arising out of or under this Agreement to any other entity in the Cenversa Group without the consent of the Customer.

20.7 Rights and obligations arising out of or under this Agreement are not assignable by the Customer without the prior written consent of Cenvet.

Further action to be taken at each party’s own expense

20.8 Each party must, at its own expense, do all things and execute all documents necessary to give full effect to this Agreement and the transactions contemplated by this Agreement.

Entire agreement

20.9 This Agreement states all the express terms agreed by the parties in respect of their subject matter. They supersede all prior discussions, negotiations, understandings and agreements in respect of its subject matter.

No reliance

20.10 The Customer acknowledges that it has not entered into this Agreement in reliance on any representation, warranty, promise or statement of Cenvet or of any person on behalf of Cenvet not expressly included in this Agreement.

Counterparts

20.11 This Agreement may be executed in any number of counterparts.

Relationship of the parties

20.12 Nothing in this Agreement gives the Customer authority to bind Cenvet in any way.

20.13 Nothing in this Agreement imposes any fiduciary duties on a party in relation to any other party.

20.14 Nothing in this Agreement will deem Cenvet and the Customer to be the partner, joint venturer, agent or employee of the other.

Exercise of rights

20.15 Unless expressly required by the terms of this Agreement, a party is not required to act reasonably in giving or withholding any consent or approval or exercising any other right, power, authority, discretion or remedy, under or in connection with this Agreement.

20.16 A party may (without any requirement to act reasonably) impose conditions on the grant by it of any consent or approval, or any waiver of any right, power, authority, discretion or remedy, under or in connection with this Agreement. Any conditions must be complied with by the party relying on the consent, approval or waiver.

Cumulative rights

20.17 The rights, powers and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers or remedies provided by Law.

Consent to electronic execution

20.18 Each party consents to the signing of this Agreement by electronic means and the parties agree to be legally bound by this Agreement signed in this way. Any party may provide each other party with the ability to sign this Agreement by electronic means, including by giving access to software or to an online service for this purpose.

PART B – SUPPLY TERMS

1 Quotations

1.1 Unless previously withdrawn, Cenvet’s quotations are open for acceptance within the period stated in them or, when no period is so stated, within 30 days after the date of the quotation.

2 Orders

Minimum order

2.1 The minimum order value that will be accepted is as set out in the Supply Proposal, or such other amount notified by Cenvet to the Customer from time to time.

Provisionally Accepted

2.2 Subject to clause 2.3, orders shall be regarded as provisionally accepted to the extent notified in writing by Cenvet.

2.3 Cenvet reserves the right to refuse any order within 5 Business Days after the receipt of the order.

Goods out of Stock

2.4 When Goods are out of stock, they will be delivered with the Customer’s next order unless the Customer instructs Cenvet otherwise in writing.

Representation of Solvency

2.5 The Customer represents and warrants that at the time of placing each order that they are solvent and able to pay the accounts issued by Cenvet to the Customer as and when they fall due.

3 Shortage

3.1 The Customer waives any claim for shortage of any Goods delivered if a claim has not been lodged with Cenvet in writing within 5 Business days from the date of receipt of the Goods by the Customer.

4 Performance

4.1 Any performance figures given by Cenvet are estimates only. Cenvet shall be under no liability for damages for failure to attain such figures unless specifically guaranteed in writing and any such written guarantee shall be subject to the recognised tolerances applicable to such figures.

5 Delivery

5.1 The delivery times made known to the Customer are estimates only and Cenvet shall not be liable for late delivery or non-delivery and under no circumstances shall Cenvet be liable for any loss, damage or delay occasioned to the Customer arising from or in relation to late or non-delivery or late installation of the Goods.

6 Returns

6.1 Nothing in this clause affects any statutory obligations of Cenvet or statutory rights of the Customer, in relation to the Goods, which may not be lawfully excluded.

6.2 Goods may be returned to Cenvet in good order and condition within 5 Business Days in exchange for a credit to the same value of the Goods returned.

6.3 If any of the Goods prove faulty, Cenvet shall replace them, repair them or grant an appropriate credit to the Customer in the absolute discretion of Cenvet.

6.4 Returned Goods will not be granted a credit or be replaced or repaired unless the unopened and unused Goods are returned within 5 Business Days from the date of delivery, accompanied by the invoice number and the reason for return. Under no circumstances will Goods be accepted for credit or exchange if its container has been opened or the label on it damaged or, the Goods have been used.

7 Warranty And Liability

Goods Manufactured by Cenvet

7.1 Cenvet’s liability for Goods manufactured by it is limited to making good any defects by repairing the same or at Cenvet’s option by replacement, within a period not exceeding twelve (12) calendar months after the Goods have been dispatched provided that:

(a) defects have arisen solely from faulty materials or workmanship;
(b) the Goods have not received maltreatment, inattention or interference;
(c) accessories of any kind used by the Customer are manufactured by or approved by Cenvet;
(d) the seals of any kind on the Goods remain unbroken; and
(e) the defective parts are promptly returned free of cost to Cenvet.

Goods not Manufactured by Cenvet

7.2 If Goods are not manufactured by Cenvet the warranty of the manufacturer shall be accepted by the Customer and is the only warranty given to the Customer in respect of the Goods.

Design Faults

7.3 Cenvet shall not be liable for and the Customer releases Cenvet from any claims in respect of faulty or defective design of any Goods supplied unless such design has been wholly prepared by Cenvet and the responsibility for any claim has been specifically accepted by Cenvet in writing and in any event Cenvet’s liability hereunder shall be strictly limited to the replacement of defective parts.

Exclusion of Liability

7.4 Except as provided herein and to the maximum extent permitted by law, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of the Goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are hereby expressly excluded and Cenvet shall not be liable for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply, or default with the Goods or arising out of the conduct of Cenvet or in any way whatsoever.

8 Indemnity

8.1 The Customer acknowledges to Cenvet that (except for the specific warranties and representations made by Cenvet in this Agreement):

(a) they have entered into this Agreement relying entirely upon the Customer’s own independent appraisal and assessment of the Goods;
(b) they do not rely upon any warranty, statement or representation made or given by or on behalf of Cenvet;
(c) they are fully aware of the contents of this Agreement; and
(d) to the fullest extent possible they waive any possible cause or action or rights they may have under or in respect of the CCA (including Schedule 2 Australian Consumer Law) or any other legislation which is to any extent similar to that Act or any portion of such legislation touching or concerning anything the subject of or incidental to this Agreement and release and indemnify to the fullest extent possible Cenvet and all persons or entities associated with Cenvet from and against (as the case may be) any claim or liability (if any) arising out of or incidental to any such cause of action or right or any like cause of action or right of any other person or entity whatsoever.

9 Competition And Consumer Act

9.1 To the extent permitted by law, the Customer represents and warrants that it is acquiring the Goods for the purpose of re-supply in trade or commerce and not as a consumer, and that certain provisions of the CCA may not apply.

9.2 Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred on the Customer by the CCA (including Schedule 2 Australian Consumer Law) to the extent that such guarantees, rights or remedies cannot be lawfully excluded.

10 Prices, Discounted Prices & Bonuses

Prices

10.1 Unless otherwise stated all prices quoted by Cenvet are inclusive of any discount. Prices of goods may vary without notice and will be the standard current published price for the Goods at the date of delivery, except where prices are those advertised or quoted. If discounted prices are not paid by the due date for payment as shown on the invoice, then the standard current published price applies. Prior to placing an order with Cenvet, the Customer will provide Cenvet with its Australian Business Number (ABN) and any other information that Cenvet reasonably requires or that is required to be provided by the Customer by law.

Discounted Prices and Bonuses

10.2 All discounted prices and bonuses for Goods offered by Cenvet will apply for the duration of the offer or until stocks of the Goods are exhausted, whichever is the earlier.

11 Payment

When to be made

11.1 The Customer must pay without demand, deduction or set off all sums due to Cenvet in respect of the supply by Cenvet to the Customer of Goods on or before the payment due date, which is specified on Cenvet’s invoices.

Consequences of Non-Payment

11.2 If payment is not made by its due date, then:

(a) the supply of further Goods by Cenvet to the Customer may be suspended; and
(b) interest will be payable under clause 19 of Part A.

Caveat

11.3 The Customer consents to and authorises Cenvet to lodge a caveat over any real property owned or partly owned by the Customer in respect of, and to secure any monies that are owed by the Customer to Cenvet and for the caveat to remain over that real property until such time as all monies due to Cenvet have been paid. The Customer agrees to sign any and all documents required for the lodgement of the caveat and/or to confirm the Customer consents to the lodgement of the caveat by Cenvet.

12 Customer’s Property

12.1 Any property of the Customer under Cenvet’s custody or control shall be entirely at the Customer’s risk as regards loss or damage caused to the property by Cenvet.

13 Goods Sold

13.1 All Goods to be supplied by Cenvet shall be as described on the purchase order agreed between Cenvet and the Customer and the description on such purchase order modified as so agreed shall prevail over all other descriptions including any Customer’s specification or enquiry.

14 Cancellation

14.1 No order may be cancelled except with the Customer’s and Cenvet’s consent in writing and on terms which will indemnify Cenvet against all losses and expenses.

PART C – REBATES

1 Definitions

1.1 In this Part C, the following terms shall have the following meaning unless stated otherwise:

Preferred Client is a Customer that has been offered a Rebate in accordance with the Supply Proposal.

Rebate means the rebate specified in the Supply Proposal.

Rebate Period means the applicable rebate period specified in the Supply Proposal.

2 Rebate

2.1 In consideration of the Preferred Client complying with its obligations set out in this Agreement, Cenvet hereby agrees that it will:

(a) pay to the Preferred Client the Rebate calculated by reference to the Customer’s purchases of the Goods during the Rebate Period; and
(b) issue a RCTI for each Rebate.

2.2 No Rebate shall be payable unless:

(a) the Customer has paid all undisputed amounts due under this Agreement in full and on time;
(b) the Goods were supplied in accordance with this Agreement; and
(c) the Customer otherwise complies with its material obligations under this Agreement.

2.3 Within [30] days after the end of each Rebate Period, Cenvet shall calculate the Rebate and provide the Customer with a written rebate statement setting out the basis of calculation.

2.4 Unless otherwise agreed:

(a) [the Rebate shall be applied as a credit against future invoices;
(b) no cash payment of the Rebate shall be required; and]
(c) the Rebate shall be applied within [30] days after the rebate statement is issued.

3 Returns and Adjustments

3.1 Returned Goods, cancelled orders, or Goods subject to credit notes shall be excluded from Rebate calculations. Any adjustments identified after payment or credit of a Rebate shall be corrected in the next Rebate Period.

3.2 Goods subject to a Rebate under this Part C shall not be eligible for any other rebate, incentive, or discount unless expressly agreed in writing.

PART D – CHOICES REWARDS

1 About the Choices Programme

Terminology

1.1 In this Part D the following terms shall have the following meaning unless stated otherwise:

Cenvet is a reference to Cenvet Australia Pty Limited (ACN 097 206 187) and includes its officers, employees and agents.

Choices Points means points awarded pursuant to this Part D.

Customer is a reference to the person or entity whose name is on the account as having joined Choices.

Nominated Practice is the veterinary practice or practices nominated by the Customer and accepted by Cenvet which purchase goods from Cenvet and in which the Customer is a principal, partner or director.

How the Choices Programme Works

1.2 The Customer will receive Choices Points for each dollar spent by the Customer’s Nominated Practice purchasing goods from Cenvet.

1.3 If more than one member of the Nominated Practice is entitled to receive Choices Points (that is, if there is more than one partner or director of the Nominated Practice), the Customer may distribute the Choices Points amongst all those members in a manner that may be decided by the Customer. The Customer must notify Cenvet of how they are to distribute the Choices Points amongst the eligible members of the Customers Nominated Practice.

1.4 The Customer can then use those Choices Points to redeem rewards that Cenvet may offer to the Customer in exchange for those Choices Points.

1.5 The corresponding value of Choices Points is as set out in the Supply Proposal but is subject to variation in accordance with clause 3.6 of Part A of this Agreement.

2 Points And Rewards

When Choices points are awarded

2.1 The Choices points to which the Customer are entitled will be awarded to the Customer 35 days after the end of each month and following the Customers payment of the previous month’s account.

Value of Choices points

2.2 Choices Points:

(a) are not property;
(b) may not be transferred, sold, bequeathed or inherited;
(c) do not have any monetary value and have only the value assigned to them by us;
(d) can only be redeemed for rewards or vouchers offered by us;
(e) are not redeemable for cash; and
(f) merely record the Customer’s entitlement to claim a reward or voucher from us.

When we will not award points

2.3 A purchase will not be included in the calculation of the Customers entitlement to Choices Points if:

(a) the Customer is trading outside the agreed trading terms;
(b) the Customer returns and requests a refund of any goods purchased; or
(c) the Customer has received contract pricing or special offers on purchases.

2.4 A purchase must be sold to the Customer at Cenvets regular advertised price in order to be included in the calculation of their entitlement to Choices Points. Such purchases are referred to in this Agreement as Qualifying Purchase.

How to keep track of the Customers Choices Points

2.5 The Customer may call the Cenvet Choices Rewards Centre to request an update of the number of Choices Points they currently have available for redemption. Contact details are contained in clause 4.3 below.

2.6 Cenvet may also choose to send the Customer a statement which outlines the number of Choices Points the Customer has available.

Rewards

2.7 A reference to rewards in this Agreement also includes a reference to a voucher, which is a type of reward.

2.8 A list of the Choices rewards or vouchers available for redemption and the number of points required for each reward or voucher is available from the Cenvet Choices Rewards Centre (see clause 4.3 below for contact details).

2.9 The Customer may redeem a reward if at the time of their redemption, they have earned enough Choices Points to exchange for that particular reward or voucher. The Customer may redeem a reward by contacting the Cenvet Choices Rewards Centre. Rewards will be sent within 15 Business Days of the placement of an order. If Cenvet cannot provide the Reward to the Customer within this time frame, Cenvet will contact the Customer to notify them of this.

2.10 Rewards may not be transferred, sold, bequeathed or inherited. Once the Customer has ordered or purchased the reward, they may not cancel a rewards claim or request a re-credit of the reward points if they are not satisfied with the reward or the reward is returned for any reason.

2.11 Rewards are limited and are subject to availability. Cenvet takes every measure possible to ensure the voucher or reward offered is available at the time of redemption. However, a reward or voucher may sometimes be discontinued or temporarily unavailable. In such cases, the Customer may choose to select an alternative reward or voucher.

3 Termination

3.1 Cenvet reserves the right to terminate the Cenvet Choices Programme at any time. If they do, they will notify you as soon as reasonably practicable so that you may use your Choices Points to redeem rewards before termination.

3.2 If this Agreement is terminated in accordance with clause 14.4 of Part A of this Agreement, the Customers Choices Points will expire immediately from the date that we terminate your membership of Choices.

4 General

4.1 The Customer is responsible for any federal, state and local tax liabilities, including goods & services tax, as well as any duties charged in connection with the receipt of your Choices Points or the redemption of a reward.

4.2 The Customer must pay any pre-disclosed membership fees, account keeping fees or other fees charged in connection with the Choices Programme. Cenvet may introduce additional fees, but if they do, they will give the Customer reasonable prior notice of those fees (at least 30 days).

4.3 If the Customer has any queries regarding the Choices Programme, the Customer may contact the Cenvet Choices Rewards Centre by calling (02) 9679 5776 on weekdays between 9.00am and 3.30pm (EST).

PART E – CENSATIONAL PLUS

About the CenSational Plus Programme

In these terms and conditions, the expressions:

CBG means Cenergy Pty Limited (ABN 32 609 965 657).

CenSational Rebate means the aggregate of the CenSational Rebate Category Amounts for the relevant Rebate Period.

CenSational Rebate Percentage means the percentage calculated for each Market Category listed in the Supply Proposal or as otherwise notified in writing by Cenvet. The percentage is calculated in accordance with the following formula:

CenSational Rebate Percentage means the percentage calculated for each Market Category listed in the Supply Proposal or as otherwise notified in writing by Cenvet. The percentage is calculated in accordance with the following formula:

Where:

(a) Rebate Goods = the number of Eligible Rebate Goods in the participating Market Category supplied to the Customer by Cenvet during the CenSational Rebate Period.
(b) TCA = the total number of Goods in the Market Category supplied to the Customer by Cenvet during the CenSational Rebate Period.

CBG means Cenergy Pty Limited (ABN 32 609 965 657)

CenSational Plus Membership Fee means the amount set out in the Supply Proposal, payable monthly in advance.

Eligible CenSational Rebate Goods means the products listed for each Market Category set out in the Supply Proposal.

Market Category means the category that a Customer has agreed to participate in which are listed in the Supply Proposal.

Rebate Category Amounts means the aggregate of the number of units of Eligible CenSational Rebate Goods purchased in the relevant Market Category by a Customer multiplied by the dollar amount per unit determined by the Category Rebate Percentage set out in the Supply Proposal.

Rebate Period. There are four Rebate Periods for each year of the term of this Agreement as follows:

(c) January – 31 March;
(d) 1 April – 30 June;
(e) 1 July – 30 September; and
(f) 1 October – 31 December.

2 Censational Plus Client’s Obligations

2.1 The Customer hereby agrees that it:

(a) shall pay the disclosed fees charged in connection with the Agreement (including the CenSational Plus Agreement Fee);
(b) shall pay all charges and invoices issued to the Customer by Cenvet in accordance with this Agreement;
(c) will not issue any tax invoices in respect of the rebates on goods purchased;
(d) is registered for GST purposes at the time of signing this Agreement; and
(e) will notify CBG immediately upon ceasing to be registered for GST or becomes aware that the registration may have been cancelled.

3 CBG’s Obligations

In consideration of the Customer complying with its obligations set out in this Agreement, CBG hereby agrees that it:

(a) shall pay to the Customer the CenSational Rebate within 90 days after the end of the Rebate Period; and
(b) will issue a RCTI for each CenSational Rebate.

PART F – CENVET PROPRIETARY GOODS

1 Definitions

1.1 In this Part F, the following terms shall have the following meaning unless stated otherwise:

Approved Veterinary Clinic means a practice that is approved in writing by Cenvet as an “Approved Veterinary Clinic” and:

(a) is registered with an Australian veterinary practitioners and/or veterinary surgeons board;
(b) employs at least one veterinarian working more than 30 hours per week;
(c) advertises the provision of veterinary services including surgical services; and
(d) conducts at least 75% of pet consultations onsite, face‑to‑face, in a dedicated consulting room at a registered permanent location.

Cenvet Proprietary Goods means those products notified by Cenvet as being Cenvet Proprietary Goods from time to time and includes Cenmaris and Vetralife branded products, products distributed by Vets First Choice Pty Ltd and products distributed by CenBio Pty Ltd.

Veterinary Clients means end customers who purchase Cenvet Proprietary Goods directly from the Customer in connection with the provision of veterinary services by the Customer.

2 Application of this Part F

This Part F applies to all purchases of Cenvet Proprietary Goods means by an Approved Veterinary Clinic.

3 Appointment

3.1 Cenvet appoints the Approved Veterinary Clinic as a non-exclusive reseller of Cenvet Proprietary Goods to the Approved Veterinary Clinic’s Veterinary Clients.

3.2 The Approved Veterinary Clinic must supply directly to Veterinary Clients and must not (without limitation) sell or distribute Cenvet Proprietary Goods online, to other resellers or to non Veterinary Clients without Cenvet’s prior written consent. A breach of this clause constitutes a material breach of this Part F.

4 Goods

4.1 Risk in the Cenvet Proprietary Goods passes to the Approved Veterinary Clinic on delivery.

4.2 Cenvet may vary or discontinue any Cenvet Proprietary Goods on at least 30 days’ written notice.

4.3 Cenvet has no obligation to repurchase or co fund discontinued stock.

5 Cenvet Obligations

5.1 Cenvet will:

(a) refer enquiries from potential Veterinary Clients who (in the opinion of Cenvet) are reasonably located to the Approved Veterinary Clinic;
(b) not supply Cenvet Proprietary Goods directly to Veterinary Clients, except via www.obay.com.au or for reasonable personal use quantities to Cenvet staff or family;
(c) provide promotional materials at no charge (the Approved Veterinary Clinic may adapt these with prior approval of Cenvet);
(d) manage any rebates or promotional programs directly with the Approved Veterinary Clinic;
(e) use reasonable efforts to maintain stock availability, taking into account Approved Veterinary Clinic forecasts;
(f) maintain adequate product liability insurance; and
(g) warrant that Cenvet Proprietary Goods supplied are of merchantable quality, fit for purpose, and compliant with applicable laws at the time of delivery.

6 Approved Veterinary Clinic Obligations

6.1 The Approved Veterinary Clinic must:

(a) use reasonable efforts to promote and sell Cenvet Proprietary Goods to Veterinary Clients;
(b) comply strictly with the sales restrictions in clause 2;
(c) store Cenvet Proprietary Goods appropriately in a cool, dry and pest controlled environment;
(d) ensure any marketing materials it develops are accurate, lawful, and not misleading;
(e) immediately notify Cenvet of any defective Cenvet Proprietary Goods for Cenvet to manage with Veterinary Clients; and
(f) follow any reasonable handling and use instructions provided by Cenvet.