Endotherapeutics Pty Ltd ABN 89 088 045 103 (“Endotherapeutics Pty Ltd”) offers to sell goods on the following terms and conditions (“Conditions”)

1 INTERPRETATION

In these Conditions

1. “Purchaser” means the purchaser of the Goods
2. ‘Goods” means any goods supplied by Endotherapeutics Pty Ltd

Nothing in these Conditions shall be read or applied so as to exclude, restrict or modify or have the effect of excluding or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Trade Practices Act. 1974) and which by law cannot be excluded, restricted or modified.

2 GENERAL

2.1 The Goods and all other products and services told and/or provided by Endotherapeutics Pty Ltd are sold on these terms and conditions.

2.2 These Conditions (which may only be waived or amended in writing signed by Endotherapeutics Pty Ltd) shall, to the extent of any inconsistency, prevail over all and any conditions of the Purchaser’s

3 QUOTATIONS

Unless previously withdrawn, a quotation from Endotherapeutics Pty Ltd is open for acceptance within the period stated on the quotation or, where no period is stated, within 30 days only after the date shown on the quotation. For full terms and conditions of quotations, refer to https://www.endotx.com.au/terms-and-conditions-of-quotation/.

4 PRICES

4.1 All prices quoted are exclusive of all taxes, insurance and transport, which shall be the sole responsibility of the Purchaser, unless otherwise agreed in writing.

4.2 Prices for Goods will be charged at:

1. the price stated by Endotherapeutics Pty Ltd on a non-expired quotation, or
2. where there is no quotation the price ruling at the date of dispatch.

5 DELIVERY

5.1 The Goods shall be deemed to be delivered to the Purchaser at the time of Goods arrival at the Purchaser’s premises. Endotherapeutics Pty Ltd may arrange for the transport of the Goods to a destination nominated by the Purchaser and the cost of such transport shall be added to the price of the

5.2 Goods are at the purchaser’s risk from the time of The Purchaser shall be responsible for arranging any insurance over the Goods after delivery.

5.3 Endotherapeutics Pty Ltd shall not be liable for any loss caused by delay in delivery of and/or the procuring of Goods, whether consequential or otherwise.

6 PAYMENT

Endotherapeutics Pty Ltd terms of payment are 30 days from the date of the relevant invoice unless otherwise stated on such invoice. Endotherapeutics Pty Ltd reserves the right to require payment with order or terms of trade as agreed between Endotherapeutics and the Purchaser. Penalty Interest of 10.5% p.a may be payable on amounts that are more than 30 days overdue.

7 TRANSFER OF PROPERTY

Property in Goods

1. Property in the Goods remains with Endotherapeutics Pty Ltd until all money owing to Endotherapeutics Pty Ltd on any account has been paid or the title is properly vested by operation of law.
2. Until property in the Goods passes, the Purchaser shall keep them free from any charge, lien or other encumbrance.
3. Until property in the Goods passes, the Purchaser shall :
   1. hold them on a fiduciary basis as bailee from Endotherapeutics Pty Ltd
   2. keep them separate from all other goods in its possession and marked in such a way that they are clearly identified as the property of Endotherapeutics Pty Ltd
   3. not intermingle any sums it receives from any sale made by it or on its behalf of the Goods and shall hold such sums as trustee on behalf of Endotherapeutics Pty Ltd and account fully to Endotherapeutics Pty Ltd for such sums promptly as and when required by Endotherapeutics Pty Ltd.

8 WARRANTIES

8.1 Endotherapeutics Pty Ltd warrants all Goods sold by it against defects of materials and workmanship in accordance with any relevant manufacturer’s warranty for those Whether any such defect is caused by such faulty workmanship or materials shall be decided solely by Endotherapeutics Pty Ltd.Subject to clause 8.1, this is the only warranty given by Endotherapeutics Pty Ltd in relation to Goods and any statutory or other warranty express or implied as to the state, quality or fitness of Goods is hereby expressly excluded and to the full extent permitted by law. No agent or employee of Endotherapeutics Pty Ltd is empowered to vary its warranty in any manner whatsoever.

9 EXCLUSION OF LIABILITY

9.1 Endotherapeutics Pty Ltd’s liability for breach of a condition or warranty implied by operation of the Trade Practices Act, 1974 is hereby limited to:

1. 1. in the case of Goods any other of the following:
      1. the replacement of Goods or the supply of equivalent goods:
      2. the repair of Goods
      3. the payment of the cost of replacing Goods or of acquiring equivalent goods:
      4. the payment of the cost of having the goods repaired; or
   2. in the case of services:
      1. the supplying of the services again, or
      2. the payment of the cost of having the services supplied again

9.2 Except as otherwise herein provided, all liability arising from any conditions and/or warranties express, implied or statutory, including indirect or consequential losses of any sort and however occasioned, are to the extent allowed by the law hereby expressly excluded. Nor shalt Endotherapeutics Pty Ltd be liable for delays or prevention in its performance due to causes arising from circumstances beyond its reasonable control, PROVIDED ALWAYS that nothing in this clause or elsewhere in these Conditions shall adversely affect the rights of the Purchaser under relevant legislation.

10 CANCELLATION OF ORDERS

No order shall be cancelled or deferred without the prior written consent of Endotherapeutics Pty Ltd.

11 RETURN, CREDIT & EXCHANGE

Goods may only be returned with the approval of and at the sole discretion of Endotherapeutics Pty Ltd. Goods so returned will be subject to a re-stocking charge of 20% of their invoiced value. For full terms and conditions relating to Return, Credit and Exchange of Goods, refer to https://www.endotx.com.au/return_credit_and_exchange_policy/

12 GOVERNMENT LAW

These conditions are governed by and shall be construed in accordance with the laws of New South Wales.

13 SEVERANCE

If any of these terms and conditions are held by a Court of competent jurisdiction to be invalid or otherwise unenforceable, that provision may be, at the sole discretion of Endotherapeutics Pty Ltd, severed from these Conditions and the remainder of these terms and conditions will continue to be effective and valid notwithstanding such severance.