embryo

412 king street

Newtown NSW

2042

61 – 2- 9565 2595

(e) info@embryo.com.au

Dear Customer,

This document sets out the terms and conditions which embryo

(ABN 19968930751) (In this document us, our, we) will sell goods to you. By signing an embryo order form (or the order form of an appointed agent or contractor) or by otherwise ordering goods from us, you agree to be bound by these terms and conditions.

Effect of Order

An order is an offer and when accepted by us, takes effect as a binding contract by us to sell and by you to buy, the goods as set out in the order.

Terms of payment

Payment terms are 50% of invoice price at the time of order and the balance within 7 days of receipt of goods.

If a credit account is established, payment terms are strictly 7 days from the date of our invoice to you.

Without affecting any of our other rights or remedies under these terms or otherwise, if payment is not received in full within this period, we may at our discretion put your account on hold, stoping supply and holding all orders until the account is paid in full, unless otherwise agreed by us.

Personal Guarantee

lf you are a company, each director of your company including the directors signing the application for trading account, is/are personally liable for the obligations of the company. Without limiting the forgoing, each director will be personally liable for ail amounts owing under your account and shall pay such amounts to us immediately on demand.

Passing of Property

You agree that all goods supplied to you by us remain our property until we have been paid in full for such goods in accordance with these terms. If you do not pay for the goods in accordance with these terms, we may recover the goods from you and you agree to allow us to enter your premises during normal business hours for that purpose.

Delivery and Risk

While we will use all reasonable endeavors to deliver your ordered goods by the date agreed by us in an order, we do not guarantee delivery on that date and are not liable for any loss or damage resulting from late or incomplete delivery. We will use all reasonable endeavours to fulfill your order but at times items in your order may become unavailable.

AII risk in the goods supplied to you passes to you at the time of delivery. Delivery to you is deemed to occur at the time of delivery to your premises, your agent or your carrier, as the case may be.

Force Majeure

If we are unable to meet our obligations under these terms because of an event outside our control, our obligations under these terms are suspended to the extent to which they are affected by the event and for as long as the event continues. We will notify you as soon as practicable if this occurs.

Cancellations

We reserve the right to cancel any order received from you at any time prior to delivery atour sole discretion. Any request by you for the cancellation of an order must be in writing and received by us within 7 days of making the order. You may not cancel an order after this time without our written consent.

Returns

You may not return any goods delivered by us except where permitted by law, such as where the goods are faulty as result of our conduct or where you receive goods that were not ordered by you. To refund any goods, you must follow our returns policy. You must first obtain a return authorisation number from us through our head office. Authorisation numbers will only be issued within 7 days from the date of the our invoice for the goods. The authorisation number must be clearly labelled on the outside of the package returning the goods. If this number is not visible (or the other returns conditions are not met) the package will be returned to you at your cost. The goods will be assessed by us and a decision will be made by us in our sole discretion as to whether the goods should be repaired, replaced or re-supplied.

Liability

Subject to this clause, any condition or warranty that would otherwise be implied in these terms is excluded.

Our liability in respect of a breach of a condition or warranty implied in these terms by legislation that may not be excluded shall be limited at out option to the repair, replacement or re-supply of the goods, or the Cost of repairing, replacing or re-supplied.

The warranties given by us in these terms do not apply to anything caused or contributed to you or someone outside our control, including fair wear and tear, accident, use contrary to instructions, abuse, neglect or modifications not approved by us.

Freight

You are responsible for the payment of all freight charges incurred by us in connection with the delivery of your Order. We may waive these charges in whole or in part, at our sole discretion as notified to you in writing.

GST

Unless specified prices exclude GST. You must pay to us any GST that arises in relation to the supply of the goods (as set out in our invoice) at the same time as you make payment for the goods.

Labeling

You must not, without our prior written consent alter or remove any labeling from the goods, including any labeling which contains our name, any logos or trade marks or our contact details. You must not use our name, logos or trade marks without our written consent.

General

We may from time to time by 21 days written notice vary these terms in respect of any current orders. We may vary these terms in respect of any new orders at any time before you make a new order. Your placement of a new order after receipt of such notice will be deemed acceptance of such variation.

You may not assign this agreement in whole or part without our prior written consent. If approved, such assignment will be subject to such terms and conditions as we consider appropriate. These terms and conditions (including our order forms and similar documents) comprise the entire agreement between the parties, and supersede all previous discussions, representations, offers and arrangements.

Any provision of these terms and conditions that is illegal, void or unenforceable will be ineffective to the extent only of that illegality, void or unenforceability without invalidating the remaining provisions.

The person signing the account application warrants that it has full authority to enter into this agreement on behalf of the customer.

The laws of New South Wales govern these terms and conditions.

I accept the above terms and conditions on behalf of the customer and am authorised to do so:

Name:

Position:

Business Name/company:

ABN/CAN:

Date :

Signature: