Terms And Condition

ABN: 88 668 243 703

1. Interpretation

In these Terms and Conditions (Terms) and in any contract to which these Terms apply, unless inconsistent with the context, the following definitions apply:

1. Act means the Competition and Consumer Act 2010 (Cth) as amended from time to time, including the Australian Consumer Law contained in Schedule 2 of that Act.
2. Business Day means any day except Saturday, Sunday, or a day that is a public holiday or bank holiday in the State of Victoria, Australia.
3. Claim means any claim, demand, action, expense, cost, loss, damage, liability, or proceeding of any nature whatsoever.
4. Company means Synergy Healthcare Australia Pty Ltd (ABN: 88 668 243 703), its officers, employees, agents, and assigns.
5. Consequential Loss means any indirect, remote, abnormal, unforeseeable, or special loss, including but not limited to: loss of profits; loss of revenue; loss of contracts or anticipated contracts; loss of business opportunity; loss of goodwill or business reputation; loss of use; loss of data; or damage to credit rating, whether or not such loss was in the reasonable contemplation of the parties at the time of the Contract.
6. Contract means the contract between Synergy Healthcare Australia Pty Ltd and the Customer for the sale and purchase of Goods, formed upon the Company’s issuance of a written Sales Confirmation in response to a purchase order.
7. CreditWatch means the credit reporting and debt recovery service with which Synergy Healthcare Australia Pty Ltd is registered for the purpose of reporting overdue commercial debts in accordance with the Privacy Act 1988 (Cth) and the Privacy (Credit Reporting) Code 2014.
8. Customer means the business entity, person, or corporation that buys or has agreed to buy Goods from the Company, including its subsidiaries, affiliates, associated companies, related entities, successors, and assigns.
9. Force Majeure Event means any act of God, war, military action, terrorist attack, riot, strike, lockout, trade dispute, fire, flood, storm, pandemic, government action, regulatory change, supply chain disruption, port congestion, breakdown, mechanical failure, interruption of transport, or any other cause beyond the reasonable control of the Company.
10. Goods means any food-grade, pharmaceutical-grade, nutraceutical-grade, or related ingredient chemicals or raw materials sold or to be sold by the Company to the Customer.
11. GST has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time.
12. Insolvent means the Customer being subject to any application, agreement, resolution, or appointment for distress, execution, composition, arrangement with creditors, insolvency, winding up, administration, receivership, liquidation, bankruptcy, suspension of payments, or similar proceedings in any jurisdiction.
13. Penalty Interest Rate means the rate fixed from time to time under section 2 of the Penalty Interest Rates Act 1983 (Vic), as published by the Attorney-General’s Department of Victoria and available at the Victorian Government Gazette.
14. PPSA means the Personal Property Securities Act 2009 (Cth) as amended from time to time.
15. PPS Register means the personal property securities register established under section 146 of the PPSA.
16. Sales Confirmation means the written document issued by Synergy Healthcare Australia Pty Ltd formally accepting the Customer’s purchase order for Goods.
17. Security Interest has the meaning given under the PPSA.
18. Specifications means the technical specifications, grade standards, and quality parameters as stated in the relevant Sales Confirmation or product data sheet.

2. General

1. These Terms, together with the relevant Sales Confirmation, constitute the entire contract between the Company and the Customer. They supersede all prior representations, negotiations, and agreements, whether oral or written, unless expressly amended in writing by the Company.
2. These Terms apply to all current and future transactions between the Company and the Customer unless otherwise agreed in writing and signed by both parties.
3. No terms or conditions contained in any purchase order or other document provided by or on behalf of the Customer shall form part of the Contract, except to the extent agreed in writing by the Company.
4. All purchase orders are subject to acceptance by the Company. No Contract arises until the Company issues a written Sales Confirmation. The Customer must notify the Company within two (2) Business Days if a Sales Confirmation contains errors or omissions.
5. The Company may vary these Terms at any time by publishing revised Terms on its website at www.synergyhealthcare.net.au. By placing a purchase order after the effective date of any revised Terms, the Customer accepts and is bound by the revised Terms.
6. Small Business and Consumer Rights: If the Customer qualifies as a small business or consumer under the Australian Consumer Law or other applicable legislation, the Customer is given the express opportunity to negotiate these Terms. If the Customer considers any term to be unfair under the Australian Consumer Law, the Customer may raise the matter through the dispute resolution process in Clause 22.

3. Delivery

3.1 Delivery Estimates

1. Any date or timeframe specified for completion, dispatch, or delivery of Goods is an estimate only and does not constitute a condition of the Contract or form part of the description of the Goods. Time of delivery is not of the essence of the Contract.
2. The Company may make partial deliveries or deliveries by instalments. Each partial delivery or instalment shall be deemed a separate Contract and these Terms apply to each.
3. The Company reserves the right to deliver up to 5% more or less than the specified quantity, with an appropriate adjustment to the amount payable, in full satisfaction of the Company’s delivery obligations.

3.2 Delivery Acceptance and Inspection

1. The Customer shall inspect all Goods immediately upon delivery. The Customer must notify the Company in writing within two (2) Business Days of delivery of any shortage, surplus, non-compliance with Specifications, or loss or damage to the Goods, supported by competent evidence. Failure to provide such written notification within this period will disentitle the Customer to any remedy in respect of such shortage, non-compliance, or damage.
2. The Customer is deemed to have accepted the Goods upon their delivery into the care, custody, and control of the Customer, its agent, carrier, or contractor.
3. The Company is not responsible for damage to the Goods resulting from ordinary wear and tear, misuse, abuse, or improper storage, handling, or use by or on behalf of the Customer.

3.3 Failed, Refused, or Re-Delivery

4. Payment Terms and Credit

4.1 Payment Due Date

1. Unless otherwise agreed in writing between the parties, payment for Goods shall be made within thirty (30) days from the end of the calendar month in which the invoice is dated (e.g., an invoice dated 10 May 2026 is due by 30 June 2026).
2. The Company may offer different payment terms for specific accounts or orders as stated in the relevant Sales Confirmation. Where specific payment terms are stated in the Sales Confirmation, those terms prevail over this Clause 4.1.
3. Time for payment is of the essence of the Contract.

4.2 Interest on Overdue Accounts

4.3 Consequences of Non-Payment

1. If the Customer fails to pay any amount by the due date, the Company may, without prejudice to any other rights it holds:
   1. Suspend delivery of any Goods under the current Contract and any other contracts between the parties, without incurring any liability to the Customer;
   2. Treat the Contract as repudiated by the Customer;
   3. Require the Customer to pre-pay for all future orders before dispatch;
   4. Charge interest on the outstanding amount as set out in Clause 4.2 above;
   5. Exercise its lien and retention of title rights as set out in Clause 6;
   6. Report the overdue account to CreditWatch credit reporting agency, which may result in adverse credit reporting affecting the Customer’s credit standing;
   7. Engage a debt collection agency and/or commence legal proceedings to recover the overdue amount, accrued interest, and all costs of recovery including solicitor-client legal costs and debt collection agency fees; and
   8. Terminate the Contract as set out in Clause 21.

4.4 Disputed Invoices

1. If the Customer disputes any part of an invoice in good faith, the Customer must: (i) notify the Company in writing within five (5) Business Days of receiving the invoice, specifying the nature of the dispute; and (ii) pay the undisputed portion of the invoice by the due date. Failure to notify the Company of a dispute within this period will constitute acceptance of the invoice in full.

4.5 No Set-Off or Deduction

1. The Customer is not entitled to make any deduction from, or set-off against, any amount owing to the Company in respect of any counterclaim or claim, without the prior written consent of the Company.

4.6 Costs of Recovery

1. Any expenses, costs, and disbursements incurred by the Company in recovering any outstanding amount from the Customer — including debt collection agency fees (typically 15% to 33% of the outstanding amount), solicitor-client legal costs, court filing fees, enforcement costs, and all reasonable out-of-pocket expenses — shall be paid by the Customer as a debt due and payable, in addition to the principal amount and accrued interest. This right is supported by section 98 of the Civil Procedure Act 2010 (Vic) and applicable provisions of state debt recovery legislation.

5. Pricing and GST

1. Unless expressly stated otherwise, all prices quoted by the Company are exclusive of GST.
2. GST will be charged on all supplies that attract GST at the rate applicable from time to time under A New Tax System (Goods and Services Tax) Act 1999 (Cth). The Customer must pay the GST-inclusive amount on each supply.
3. The Company reserves the right to vary prices at any time prior to the issue of a Sales Confirmation. Once a Sales Confirmation has been issued, prices are fixed for that order unless a Hardship Event occurs as described in Clause 22.
4. Where the Company incurs additional costs as a result of Customer-requested changes to order quantities, delivery schedules, or specifications, the Company may, at its discretion, pass on those additional costs to the Customer.

6. Risk and Title — Retention of Title

1. Risk in the Goods passes to the Customer immediately upon delivery of the Goods into the care, custody, and control of the Customer, its agent, carrier, or contractor.
2. Title (property) in the Goods will not pass to the Customer until: all amounts owing by the Customer to the Company for all Goods supplied under all contracts between the parties have been paid in full, and all other obligations of the Customer under these Terms have been met.
3. Until title passes to the Customer, the Customer:
   1. Holds the Goods as bailee for the Company;
   2. Must store the Goods separately and in a manner clearly identifying them as the property of the Company;
   3. Must not charge, mortgage, or otherwise encumber the Goods;
   4. May sell the Goods in the ordinary course of business and shall hold the proceeds of such sale on trust for the Company and account to the Company for those proceeds;
   5. Irrevocably grants the Company, its agents and servants, the right to enter any premises of the Customer without notice to search for and repossess Goods for which payment has not been made, without being liable for trespass or otherwise; and
   6. Must not register any Security Interest over the Goods without the prior written consent of the Company.
4. A certificate signed by an officer of the Company identifying goods as unpaid shall be conclusive evidence of the Company’s title and that the Goods have not been paid for by the Customer.
5. These retention of title provisions apply notwithstanding any credit facility or extension of time granted by the Company to the Customer.

7. Personal Property Securities Act 2009 (PPSA)

1. The Customer acknowledges and agrees that these Terms constitute a Security Agreement for the purposes of the PPSA.
2. The Company holds a Security Interest (as Secured Party) over all present and after-acquired Goods supplied to the Customer, including goods into which those Goods are commingled or incorporated, and any proceeds of sale of those Goods (Collateral).
3. Any supply of Goods on credit terms or retention of title supply pursuant to Clause 6 constitutes a Purchase Money Security Interest (PMSI) as defined under section 14 of the PPSA, and such PMSI will have priority over all other Security Interests in the Collateral to the fullest extent permitted by law.
4. The Customer undertakes to sign further documents, provide information, and take all steps reasonably required by the Company to register, amend, or update a Financing Statement or Financing Change Statement on the PPS Register. The Customer shall reimburse the Company for all costs associated with such registration.
5. The Customer waives its right to receive any notice under the PPSA (including a verification statement) to the extent permitted by the PPSA.
6. Sections 96, 125, 132(3)(d), and 132(4) of the PPSA do not apply to the Security Agreement created under this Contract.

8. Return of Goods

8.1 Eligible Returns

1. A return may only be considered where: (i) the return request is made in writing within 2 Business Days of delivery; and (ii) one of the following applies: the Company delivered the wrong product (Company error); the product was confirmed defective or not in compliance with the guaranteed Specifications on delivery; or the Company expressly agrees in writing to accept a return at its absolute discretion.
2. Products that have been opened, used, diluted, repackaged, or are otherwise not in their original sealed condition are not eligible for return under any circumstances.

8.2 Return Authorisation

1. No Goods may be returned without a written Return Authorisation (RA) number issued by the Company. Unauthorised returns will be refused and returned to the Customer at the Customer’s cost.

8.3 Return Costs — Customer’s Responsibility

8.4 Discretionary Returns — Cancellation and Restocking Fee

1. In the event the Company, at its absolute discretion, agrees to accept the return of Goods for reasons other than Company error or confirmed defect, the Customer agrees to pay a cancellation and restocking fee comprising, where applicable: a handling fee; restocking and administration costs; transport costs; storage costs; and interest on any delayed payments for the Goods. The minimum restocking fee is 20% of the invoice value of the returned Goods.

9. Warranties, Exclusions, and Limitation of Liability

9.1 Company’s Warranty

The Company warrants that Goods, at the time of delivery, will comply with the description and guaranteed Specifications stated in the relevant Sales Confirmation. Typical values on any specification sheet are indicative only and are not guaranteed. Batch-to-batch variation in typical values is to be expected.

9.2 Customer’s Acknowledgements

1. The Customer acknowledges, represents, and warrants that:
   1. The use of the Goods is outside the control of the Company, and the Customer is satisfied that the Goods are suitable or fit for the Customer’s intended purpose, even if that purpose has been made known to the Company;
   2. The Customer has, or will in a timely manner, conduct all necessary quality control checks and tests on the Goods before use or further processing;
   3. Any sample provided by the Company is indicative of quality only. The Company does not guarantee that future deliveries will be identical to any sample unless drawn from the same batch; and
   4. The Customer has not relied on any statement, representation, or advice provided by the Company except as expressly contained in the Contract.

9.3 Exclusion of Warranties

1. To the fullest extent permitted by law and subject to Clause 9.4 (Non-Excluded Guarantees), all conditions, warranties, guarantees, terms, and obligations expressed or implied by statute or otherwise relating to the Goods or services are excluded, including without limitation any implied warranty as to suitability, performance, or fitness for purpose.

9.4 Non-Excluded Guarantees (Australian Consumer Law)

1. Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy that cannot be excluded under the Competition and Consumer Act 2010 (Cth) or other applicable legislation. Where the Company’s liability cannot be excluded, the Company’s liability is limited, to the extent permitted by law, to:
   1. In respect of Goods: replacement of the Goods, supply of equivalent goods, repair of the Goods, or payment of the cost of replacement, equivalent goods, or repair, as determined by the Company at its sole discretion; and
   2. In respect of services: resupply of the services or payment of the cost of having the services resupplied, as determined by the Company at its sole discretion.
2. In respect of all other liability, the Company’s aggregate liability is limited to the amount of $10,000 or the total value of the relevant order, whichever is the lesser.

9.5 No Consequential Loss

To the maximum extent permitted by law, neither party is liable to the other for any Consequential Loss arising out of or in connection with the Contract or its performance, howsoever caused.

9.6 Customer’s Indemnity

The Customer releases and indemnifies the Company and its officers, employees, agents, and consultants from and against any Claim (including claims by third parties) arising from: any breach by the Customer of any warranty in Clause 9.2; the Customer’s use or misuse of the Goods; any act or omission of the Customer or any third party after delivery of the Goods; or the Customer’s failure to comply with any applicable health, safety, or regulatory requirement.

10. Health, Safety and Environment

1. It is the Customer’s sole responsibility to ensure that all applicable health, safety, and environment laws, regulations, and codes of practice are observed in relation to the receipt, storage, handling, transport, use, and disposal of the Goods. This includes compliance with the Work Health and Safety Act 2011 (Cth) and relevant state equivalents, the National Industrial Chemicals Notification and Assessment Scheme (NICNAS/AICIS), and any applicable FSANZ or TGA regulatory requirements.
2. The Customer must ensure that all relevant hazard information, Safety Data Sheets (SDS), and handling instructions provided by the Company are communicated to and followed by all employees, agents, subcontractors, and visitors who may come into contact with the Goods.
3. The Customer is responsible for providing safe and compliant facilities for the receipt and storage of the Goods.

11. Quality and Specifications

1. The Company sources all Goods from GMP-certified and/or ISO-certified manufacturers. A Certificate of Analysis (CoA), Safety Data Sheet (SDS), and Country of Origin documentation will be provided with each order.
2. Halal, Kosher, Non-GMO, Organic, and other additional certification documents are available for applicable products upon request and at the Company’s discretion.
3. The Customer is responsible for verifying that all Goods comply with any specific regulatory requirements applicable to the Customer’s intended use, including FSANZ Food Standards Code requirements, TGA guidelines, and any applicable Australian Standard, prior to use or incorporation into any product.
4. The Company does not warrant that Goods supplied are approved or registered for use in any specific therapeutic product, listed pharmaceutical, or regulated article. The Customer must independently verify regulatory compliance for their intended application.

12. Intellectual Property and Industrial Property Rights

1. The Customer must not alter, remove, or tamper with any trade mark, brand name, batch number, label, or other identifying mark placed on or accompanying the Goods by the Company or its manufacturing suppliers.
2. Nothing in the Contract grants the Customer any right, title, or interest in any trade mark, copyright, or other intellectual property of the Company or its suppliers.

13. Force Majeure

1. Neither party is liable for any failure or delay in performing any obligation under the Contract if and to the extent that such failure or delay is caused directly or indirectly by a Force Majeure Event. This includes delay in delivery, dispatch, shipment, or arrival of Goods.
2. The party suffering a Force Majeure Event must notify the other party in writing as soon as reasonably practicable, describing the event and its likely impact on performance.
3. If a Force Majeure Event continues for more than sixty (60) consecutive Business Days, either party may terminate the Contract by giving seven (7) days’ written notice to the other party.
4. A Force Majeure Event does not excuse the Customer from any obligation to make payment when due under the Contract.

14. Notices

All notices required or permitted under these Terms must be in writing and will be deemed given: (a) upon the second Business Day after mailing if sent by registered post with return receipt; (b) upon delivery, if delivered by hand or courier; or (c) on the date received, if sent by email to the parties’ designated email addresses, confirmed by receipt of transmission. Notices to the Company must be addressed to: Synergy Healthcare Australia Pty Ltd, 48 Granito Court, Dandenong South VIC 3175 | info@synergyhealthcare.net.au.

15. Assignment

Neither party may assign, transfer, or novate any of its rights or obligations under the Contract to any other person or entity without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Company may assign its rights under the Contract to any related body corporate without the Customer’s consent.

16. Subcontracting

The Company reserves the right to subcontract (including for delivery, freight, warehousing, and logistics) the performance of any part of the Contract to any person, company, or entity it determines appropriate, without the consent of the Customer. The Company remains responsible to the Customer for the performance of any such subcontracted obligations.

17. Termination

1. Either party may terminate the Contract immediately by written notice if the other party:
   1. Commits a material breach of the Contract that is not capable of remedy; or
   2. Commits a material breach capable of remedy and fails to remedy that breach within thirty (30) days of receiving written notice of the breach; or
   3. Becomes Insolvent.
2. If the Customer cancels or terminates a purchase order after the Company has issued a Sales Confirmation, the Customer is liable to pay for all Goods held by the Company as floor stock or in transit for that order, plus any storage, transport, handling, and restocking costs incurred by the Company.
3. If the Customer is obliged under the Contract to take an agreed quantity of Goods within an agreed period and fails to do so, the Customer must pay the Company for the unaccepted Goods as a debt due and payable within twenty (20) days of receiving written notice from the Company.

18. Credit Reporting, Debt Recovery, and Legal Action

1. The Company’s credit reporting practices are governed by the Privacy Act 1988 (Cth) and the Privacy (Credit Reporting) Code 2014. The Customer has the right to access information held about them by CreditWatch by contacting CreditWatch directly at www.creditwatch.com.au.
2. The Customer acknowledges that adverse credit reporting may materially affect its ability to obtain credit from other suppliers and financial institutions.

19. Privacy

The Company collects, uses, and discloses personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Personal information collected from the Customer is used for the purpose of fulfilling orders, managing the business relationship, and administering credit. The Company may disclose the Customer’s information to credit reporting agencies (including CreditWatch), debt collection agencies, freight carriers, and other service providers as required to conduct its business. The Company’s full Privacy Policy is available at www.synergyhealthcare.net.au.

20. Electronic Signatures

1. These Terms and any Contract between the parties may be executed by Electronic Signature. An Electronic Signature includes: typing a name into a contract; inserting a signature image; or using a web-based electronic signature platform. The parties agree that Electronic Signatures are as valid, enforceable, and admissible as handwritten signatures.
2. If an Electronic Signature is not recognised by any relevant authority in any applicable jurisdiction, each party undertakes to promptly provide a handwritten signature upon request.
3. The party affixing an Electronic Signature confirms they have authority to bind the Customer to these Terms.

21. Governing Law and Jurisdiction

All Contracts between the Company and the Customer are governed by and construed in accordance with the laws of the State of Victoria, Australia, and applicable Commonwealth legislation, including the Competition and Consumer Act 2010 (Cth) and the Penalty Interest Rates Act 1983 (Vic). The Customer submits to the non-exclusive jurisdiction of the courts of Victoria and any appellate courts therefrom for all purposes arising in connection with these Terms and any Contract.

22. Hardship — Price Variation

If, at any time during the supply period, the Company’s costs of sourcing the Goods increase materially as a result of: (a) changes in raw material inputs, including freight, energy, or currency movements; (b) new or changed laws, regulations, or import duties; or (c) changes to Specifications by the Company’s manufacturer — the Company may notify the Customer of a Hardship Event and request a meeting to discuss appropriate adjustments to pricing or other terms.

If the parties do not reach agreement within fourteen (14) days of the Hardship Notice, the Company may increase the price of the Goods to pass on the increased costs, effective from the date of the Hardship Notice. If the Company is not prepared to continue supply at the revised terms, it may suspend supply for the balance of the Contract term.

23. Dispute Resolution

1. Before commencing court or arbitration proceedings (other than for urgent interlocutory relief), the parties must attempt to resolve any dispute arising out of or in connection with the Contract through the following process:
   1. The party claiming a dispute must give written notice (Dispute Notice) to the other party specifying the nature of the dispute;
   2. Within five (5) Business Days of the Dispute Notice, the parties must attempt to resolve the dispute by good faith negotiation between senior representatives;
   3. If the dispute is not resolved within ten (10) Business Days of the Dispute Notice, the parties shall refer the matter to the Resolution Institute (Level 2, 13-15 Bridge Street, Sydney NSW 2000) for mediation in accordance with the Resolution Institute’s Mediation Rules;
   4. The cost of mediation shall be shared equally between the parties unless agreed otherwise; and
   5. If mediation does not resolve the dispute, either party may commence legal proceedings.
2. The parties must continue to perform their respective obligations under the Contract, notwithstanding any dispute.