1. Application of terms

These LabCo365 Standing Order Terms apply to each standing order arrangement entered into between LabCo Scientific Pty Ltd (LabCo) and the customer.

These terms operate together with:

1. the customer’s completed LabCo365 Standing Order Schedule;

2. LabCo’s standard Terms and Conditions of Sale; and

3. any written quotation issued by LabCo.

If there is an inconsistency, the Standing Order Schedule will take priority for the products, quantities, delivery dates and prices specifically recorded in it.

2. Standing Order Schedule

The customer authorises LabCo to supply the products listed in the Standing Order Schedule at the quantities, frequency and delivery locations specified in that schedule.

Each scheduled delivery will be treated as an authorised order placed by the customer. A separate purchase order is not required unless the parties agree otherwise in writing.

Where the customer requires a purchase-order number for internal processing, the customer must provide a valid standing purchase order or purchase-order number before the first scheduled delivery.

3. Term

The standing order will commence on the commencement date shown in the Standing Order Schedule and continue for the initial term stated in that schedule.

LabCo will contact the customer before the end of the term to confirm whether the standing order is to be renewed, amended or allowed to expire.

4. Scheduled deliveries

LabCo will use reasonable endeavours to dispatch each scheduled delivery on or around the agreed delivery date.

Delivery dates are estimates only and may be affected by supplier availability, freight delays, import delays, force majeure events and circumstances outside LabCo’s reasonable control.

LabCo may make partial deliveries where part of a scheduled quantity is unavailable. Any unavailable balance may be placed on backorder unless the customer directs otherwise.

5. Customer changes

The customer may request changes to a future scheduled delivery, including changes to:

• the delivery date;

• the delivery quantity;

• the delivery location; or

• the products supplied.

Requests must be received at least 10 business days before the scheduled dispatch date.

LabCo will use reasonable endeavours to accommodate requested changes, but changes are subject to product availability and any commitments already made to suppliers.

A requested change may result in a price adjustment where it alters the agreed volume, delivery frequency, freight requirements or product mix.

Any stock specially purchased, imported, manufactured, reserved or otherwise procured by LabCo for the customer must still be purchased by the customer. Unless otherwise agreed in writing, that stock must either:

• be included in future scheduled deliveries under the standing order; or
• be purchased by the customer in one bulk order upon expiry, cancellation or termination of the standing order.

The customer remains responsible for the full purchase price of that stock, together with any reasonable freight, storage or handling costs incurred by LabCo.

6. Delaying or pausing deliveries

The customer may request that a scheduled delivery be delayed or paused by giving LabCo at least 10 business days’ written notice.

Unless otherwise agreed:

• a delivery may be delayed for up to 90 days;

• delayed quantities will be rescheduled rather than automatically cancelled; and

• LabCo is not required to hold allocated stock indefinitely.

Where stock has been specially imported, manufactured, reserved or procured for the customer, LabCo may require the customer to accept delivery, pay storage costs or reimburse LabCo’s committed costs.

7. Pricing

The prices stated in the Standing Order Schedule will remain fixed for the agreed price-lock period.

The fixed-price commitment is based on the agreed products, quantities, delivery frequency and term.

LabCo may adjust the price during the price-lock period only where:

1. a government tax, duty, levy, tariff or regulatory charge changes;

2. freight, currency, manufacturer or supply costs increase materially because of an extraordinary event outside LabCo’s reasonable control;

3. the manufacturer discontinues or replaces the product;

4. the customer materially reduces or increases the agreed quantity or frequency; or

5. the customer requests a change to the products or delivery arrangement.

LabCo must provide reasonable written notice of any proposed price adjustment. The customer may cancel the affected future quantities without penalty if it does not accept the adjustment, except for stock already ordered or committed specifically for the customer.

8. Priority stock availability

LabCo will use reasonable endeavours to forecast demand, reserve stock and give LabCo365 customers priority access to the products covered by their standing orders.

Priority stock availability does not constitute an absolute guarantee that products will always be available.

Where supply is restricted, LabCo may reasonably allocate available stock between customers, taking into account confirmed standing orders, available quantities, customer requirements and essential-use considerations.

9. Product substitutions

LabCo will not materially substitute a scheduled product without the customer’s approval.

Where a product is discontinued, unavailable or replaced by its manufacturer, LabCo may offer an equivalent or successor product. The customer may accept the replacement or cancel the affected future quantities.

Minor changes to packaging, branding, catalogue numbers or pack configuration that do not materially alter the product’s intended use will not constitute a material substitution.

10. Reorder alerts and reminders

Any stock reminders, reorder alerts, renewal notices or consumption forecasts provided by LabCo are provided as an administrative convenience.

The customer remains responsible for:

• monitoring its actual stock usage;

• verifying its required quantities;

• maintaining appropriate safety stock; and

• advising LabCo of changes in demand.

LabCo is not responsible for shortages resulting from customer usage exceeding the quantities or frequency agreed in the Standing Order Schedule.

11. Invoicing and payment

LabCo will invoice the customer for each scheduled delivery when the products are dispatched, unless another invoicing arrangement is stated in the Standing Order Schedule.

Invoices are payable in accordance with the customer’s approved LabCo trading terms.

LabCo may suspend future deliveries where:

• an invoice is overdue;

• the customer exceeds its approved credit limit;

• the customer’s creditworthiness materially deteriorates; or

• LabCo reasonably believes the customer may be unable to pay amounts when due.

Suspension does not cancel the customer’s liability for products already dispatched, ordered or committed specifically for the customer.

12. Freight

Freight charges will be handled as stated in LabCo’s standard Terms and Conditions of Sale.

Where the customer changes the delivery frequency, quantity, address or requested delivery method, LabCo may adjust the applicable freight charges.

13. Cancellation by the customer

The customer may cancel the standing order by giving LabCo at least 30 days’ written notice.

Cancellation will apply only to deliveries scheduled after the notice period.

The customer must pay for:

• products already delivered;

• products already dispatched;

• products specially manufactured, imported or procured for the customer;

• non-cancellable supplier commitments entered into for the customer; and

• reasonable storage, return or cancellation charges incurred by LabCo.

LabCo must take reasonable steps to minimise these costs, including attempting to reallocate standard stock where reasonably practicable.

14. Cancellation or suspension by LabCo

LabCo may suspend or terminate the standing order by written notice where:

1. the customer fails to pay an overdue amount;

2. the customer materially breaches the agreement and does not remedy the breach within 10 business days after receiving notice;

3. the customer becomes insolvent or is reasonably considered a material credit risk;

4. continued supply becomes unlawful or impracticable;

5. the product is discontinued or is no longer reasonably available; or

6. a supplier or manufacturer withdraws LabCo’s ability to supply the product.

Where LabCo terminates for reasons not caused by the customer, the customer will not be liable for undelivered standard stock unless otherwise agreed.

15. Returns

Products supplied under a standing order may only be returned in accordance with LabCo’s standard returns policy.

Change-of-mind returns require LabCo’s prior written approval and may be subject to a restocking fee.

LabCo may refuse the return of:

• specially procured products;

• temperature-controlled products;

• chemicals or reagents;

• sterile products;

• products with limited shelf life;

• opened or damaged products; or

• products that cannot safely or commercially be resold.

Nothing in this clause excludes rights that cannot lawfully be excluded under the Australian Consumer Law.

16. Forecasts and minimum quantities

The customer acknowledges that LabCo may use the agreed quantities and delivery frequency to forecast demand and make purchasing commitments.

Where a discounted or locked-in price is conditional on a minimum annual quantity, that minimum quantity must be clearly stated in the Standing Order Schedule.

If the customer does not purchase the agreed minimum quantity, LabCo may prospectively revise the price for future deliveries. LabCo should not retrospectively recover discounts unless that potential charge is expressly and prominently stated in the schedule.

17. Renewal

Before the expiry date, LabCo may provide the customer with a proposed renewal schedule showing:

• the renewal term;

• products and quantities;

• delivery frequency;

• current pricing; and

• any changes to these terms.

The standing order will renew only when the customer accepts the renewal proposal in writing.

18. Liability and consumer guarantees

LabCo’s standard Terms and Conditions of Sale will govern warranties, defective products, liability and remedies.

Nothing in these terms excludes, restricts or modifies any consumer guarantee, right or remedy that cannot lawfully be excluded under the Australian Consumer Law.

20. Notices

Requests to adjust, delay, pause, cancel or renew a standing order must be made through an approved LabCo ordering channel, including email to LabCo’s nominated sales address.

A request will not take effect until acknowledged by LabCo.