Terms & Conditions

Banner Overlay



NOTICE: It is an express condition to the Sale of any Goods or Services that the Buyer assents to these Terms and Conditions. Any acceptance of Seller's offer is expressly limited to the acceptance of these Terms and Conditions.



In these Terms and Conditions, the following words shall have the following meanings:-

'the Seller' means any of Topcat Treasure Pty Ltd T/A Topcat Healthcare being the company selling Goods under the Contract.

'the Buyer' means the entity to which Seller is selling Goods under the Contract.

'Service Agreement' means either the contract agreement signed by both parties, or the purchase order signed by the Buyer and accepted by the Seller in writing, whether that acceptance is communicated in electronic format or otherwise, for the sale of Goods or Services, together with these Terms and Conditions, the Seller's final quotation, the Seller’s order acknowledgement and invoice. In the event of any conflict, the Terms and Conditions shall take precedence over other documents included in the Contract.

'Terms and Conditions' means these Terms and Conditions of Sale for Goods and Services, together with any modifications or additional provisions specifically stated in Seller's final quotation or specifically agreed upon by Seller in writing.

'Goods' means the goods the Seller has agreed to supply to the Buyer under the Invoice Terms

'Delivery Date' means the agreed dated stated in the Contract for the delivery of Products

'Payment Date' means the agreed Payment Date stated in the Contract for the sale of Products including adjustments (if any) in accordance with the Agreed Invoice

'Price' means the agreed price stated in the Invoice for the sale of Products and Services, including adjustments (if any) in accordance with the Contract.

'Invoice Price' means the agreed price stated in the Qoute/Invoice for the sale of Goods and Services, including adjustments (if any) in accordance with the Contract.

'INCOTERMS' means the International Chamber of Commerce INCOTERMS 2010 which are incorporated into the Contract.

'Shelf Life' means the length of time the Goods may be stored without becoming unsuitable for use or consumption as specified by the original maker of the Goods or by the Seller and acknowledged by the Buyer under the Sale




  • The Buyer orders, and the Seller agrees to sell to the Buyer, the Goods at the Price for delivery on or before the Delivery Date




  • The order for the Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to the provisions of the Contract.
  • The Seller shall have accepted that offer only when it has indicated in writing/verbally to the Buyer that it has accepted that offer.
  • Such acceptance shall be a condition precedent to the Invoice and shall be and take effect only on the terms of the Contract.
  • The Seller's signature to the Invoice or purchase order signed by the Buyer and accepted by the Seller in writing, whether that signature is electronic or otherwise shall constitute the acceptance of the order by the Buyer
  • Acceptance of the delivery of the Goods shall occur and be deemed to occur immediately on the entry or inscription of the Buyer's signature on the Seller's standard delivery note, which entry or inscription shall immediately constitute, and be deemed to constitute, conclusive evidence of the Buyer's satisfaction with and acceptance of the Goods.




  • The Buyer acknowledges and agrees that any description which is given or applied to the Goods:
    • is solely for purposes of reference and does not constitute or afford the basis for any express or implied undertaking that the Goods correspond with or conform to such reference; and
    • shall not make the Contract a sale by description; and
    • is not and has not been relied on by the Buyer when entering into this Contract.
  • Where required by law, the Seller and the Buyer will supply safety data sheets and other information regarding the health and safety attributes of the Goods




  • The Buyer shall pay the Price for the Goods or Services as stated on the Seller's invoice and not (where different) as expressed in any quotation, estimate or documentation, or given orally.




  • Payment for the Goods or Services shall be made within the time agreed by the parties.




Tthe Seller shall deliver the Goods to the address of the Buyer in accordance with the delivery terms specified and the Goods shall be delivered where possible within delivery terms and conditions

  • The cost of delivery is specified on Invoice.
  • The Delivery Date and any other date given under or pursuant to the Invoice is no more than an estimate, and the Seller's conformity with such date is not, and shall not in any event or circumstance be liable for any damages resulting from its failure to meet the Delivery Date
  • In the absence of specific routing instructions, the Seller reserves the right to make selections of common carrier and method of shipment.




  • Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the title in the Goods shall not pass to the Buyer until Seller has received in cash or cleared funds payment in full.
  • Upon Delivery of the Goods the Buyer shall store the Goods separately from goods belonging to third parties and mark the Goods delivered by the Seller to the Buyer as the Seller’s property until such a time that the Seller has received cleared payment of the Price of the Goods and any other Goods or Services previously or subsequently supplied by the Seller to the Buyer.




  • The Seller may, at the Seller's exclusive and unqualified discretion, make good either by repair or by the provision of a replacement, any defect which, following proper use of the Goods, appears in the Goods within the period of the Shelf Life specified for the Goods after the Goods have been delivered, provided that:
    • the Buyer notifies the Seller in writing of the claimed defect(s) immediately on their appearance; and
    • the Seller is satisfied that the defect can be repaired or Goods can be replaced
    • all Goods claimed to be defective are returned to the Seller at the expense of the Buyer within the period stipulated by the Seller, following the Seller's receipt of notice
    • any defect, damage to the Goods is apparent on visual inspection.
  • Repaired or replacement Goods shall:
    • be delivered to the Buyer at the original place of delivery; and
    • be subject in all other respects (mutatis mutandis) to the provisions of the Contract, and
    • in particular, without limitation. the Seller undertakes no responsibility for the condition, quality, physical state or attributes, location, origin, fitness or suitability for any purpose, or conformity with description or sample, of such repaired or replacement Goods or any portion, part or component of them.
  • In the event that the Buyer has already paid the Price when the Buyer notifies the claimed defect to the Seller, the Seller may, at its exclusive and unqualified discretion:
    • refund the Price of the Goods to the Buyer; and thereafter
    • recover possession of the Goods from the Buyer.
  • The redress afforded by this clause 14 is without prejudice to the other provisions of the Contract.
  • Amendments

The Contract may be amended only by formal amendment in writing signed by duly authorised representatives of the parties.

  • Limitation to Liability

The Seller’s total liability to the Buyer for any claim relating to the Invoice shall not exceed the purchase price of the Goods or Services in respect of which such claim is made. In no event shall the Seller be liable for any loss of profits, business, or any indirect, consequential, special, incidental or contingent damages, or losses suffered or incurred by the Buyer.




  • Severance

If any provision of the Sale/Invoice is prohibited by law, or is determined by any court of law or other binding adjudicatory authority or conceded by the parties to be unlawful, void or unenforceable, the provision:

  • shall, to the extent required and as far as possible, be severed from the Contract and rendered ineffective without modifying the remaining provisions of the Contract; and
  • shall not in any way affect any other particular provisions of the Contract or the validity or enforcement of the Contract generally.
  • Confidentiality
    • Neither party shall issue or make any public announcement or disclose any information regarding the Contract, unless before such public announcement or disclosure it furnishes the other party with a copy of such announcement or information and obtains the approval of the other party to its terms.
    • Neither party shall be prohibited from issuing or making any public announcement or disclosing any information if it is necessary to do so to comply with any applicable law or with the regulations of a recognised stock exchange or any other competent financial authority.




The Buyer will comply with all laws, legislation and obligations including but not limited to import, handling, processing, transport, storage, licensing, use of goods as well as environment, health and safety.