Product Sample Terms and Conditions

These Product Sample Terms and Conditions (as amended from time to time, the "Terms and Conditions") govern the terms under which you may acquire and use Products supplied by Trajan Scientific and Medical ACN 161 314 969 ("Trajan", "we", "us", or "our").

1. Definitions, Interpretation, Application

In this document:

Applicable Laws means laws, statutes, regulations, decisions, rulings, sanctions, directives, standards and mandatory codes of conduct in the Receiving Territory or in any other jurisdiction which apply to you in the exercise of your rights or performance of your obligations under the Terms and Conditions.
Intended Use means the use for which the Product is intended according to the information provided on the product labelling, on our website or in the Product IFU.
Personal Information has the meaning given to it in the Privacy Act 1988 (Cth).
Product means products developed, sold or distributed by Trajan from time to time: and
a. labelled “sample” or “samples”; and/or
b. made available to you with the express instruction that they are samples.
Product IFU means any instructions or guidelines for use of a Product which are supplied to you with the Product, published by Trajan or otherwise communicated to you by Trajan from time to time. These may be set out in a document, video, photograph, label, website or other format or medium, and amended from time to time by Trajan.
Receiving Territory means the country or region in which you will receive the Products from Trajan.
Related Entities has the meaning given to it in the Corporations Act (Cth) 2001.
you or your means any person or entity who makes a request for or receives Products and any successor in title to those Products.

2. Product Requests

  1. You may from time to time request, and Trajan may in its sole discretion supply you with, Products.
  2. Trajan will supply you with the Products free of charge (including delivery costs, unless otherwise agreed).
  3. Once a Product is shipped to Receiving Territory, Trajan will be deemed to have satisfied its obligations hereunder.
  4. You in turn agree to participate from time to time in any feedback requested by Trajan in relation to the Products, their performance or your experience with same.
  5. You must ensure that Products are only used for their Intended Use and in accordance with the Product IFU.
  6. Products supplied to you are for your use only and must not be sold or distributed to another person.

3. Acknowledgments and Warranties

  1. You acknowledge that:
    1. you understand the Product IFU and Intended Use;
    2. you use the Products at your own risk;
    3. unless expressly agreed otherwise in writing by Trajan, you have not relied on any information or advice given by or on behalf of Trajan in selecting and/or using the Products;
    4. Products are provided on an as-is basis;
    5. Trajan gives no warranty and makes no representation regarding the suitability, merchantability, performance, fitness for purpose or absence of defects in relation to the Products;
    6. Products are not supplied to you on a sale basis and may not be returned to Trajan; and
    7. nothing hereunder gives rise to a promise of future service or supply.
  2. You warrant that you will:
    1. use the Products solely for their Intended Use;
    2. conform with industry standard laboratory, clinical and safety practices, the Product IFU and Applicable Laws when using, storing, handling or disposing of the Products.

4. Recall

Trajan may in its discretion recall any Products already supplied to you from time to time. You will not be entitled to a replacement of the Products or to any compensation. Upon receiving notice of a recall you must immediately cease use of such Products and comply with any recall notice issued by Trajan.

5. Limitation of Liability

To the maximum extent permitted by law:

  1. Trajan shall not be liable for any claims, losses or damages of any kind, howsoever caused, in connection with the use or supply of a Product;
  2. Trajan shall not be liable for loss of profits or special, consequential or indirect loss or damage or third party claims;
  3. Trajan excludes any representations or warranties that might otherwise be implied by law; and
  4. you acknowledge that you will have no claim against Trajan or any of its Related Entities in relation to the supply or use of a Product.

6. Indemnity

You indemnify Trajan from and against all claims, demands, liabilities, losses, damages, fines, costs and expenses (including legal costs and expenses) suffered or incurred by Trajan, relating to:

  1. a breach of the Terms and Conditions by you;
  2. a violation of Applicable Laws by you;
  3. the use or misuse of the Products by you.

7. Intellectual Property Rights

  1. Nothing in this Agreement shall confer, vest or transfer Trajan’s intellectual property rights in the Products, in whole or in part ("Trajan IP"), to you. For the avoidance of doubt, you shall acquire no rights to the Product other than the right to use it as contemplated herein.
  2. You agree not to infringe, contest or make any claim in relation to the Trajan IP.

8. Modifications to Products

  1. You acknowledge that any Products supplied to you hereunder are samples at a point in time. Trajan reserves the right to modify any aspect of the Product from time to time without notice.
  2. You undertake not to:
    1. modify, reverse engineer, alter, decompile, disassemble or perform any activities to try to determine the structure, chemical composition, source code or other makeup of the Products;
    2. modify, remove, or obscure the labels placed on the Products by Trajan;
    3. modify or remove the Product IFU.

9. Privacy and Data Protection

In relation to any Personal Information which is obtained by Trajan in connection with its supply of the Products to you, Trajan will collect, process, use, disclose and store that Personal Information in accordance with Trajan's Privacy and Security Policy as may be amended from time to time and published on the Trajan website: www.trajanscimed.com/pages/privacy-and-security.

10. General

  1. A failure or delay by Trajan in insisting upon performance of any term, warranty or condition shall not be deemed a waiver. A waiver by Trajan of any right or remedy under the Terms and Conditions is not effective unless such waiver is in writing and signed by an authorised representative of Trajan. A waiver in respect of a breach of any term, warranty or condition shall not be deemed a waiver of any subsequent breach of any term, warranty or condition.
  2. If any provisions of the Terms and Conditions shall become void or unenforceable for any reason, such void or unenforceable provisions or part thereof shall be deleted, and the remaining provisions shall continue in full force and effect.
  3. You may not assign any of your rights or subcontract or delegate any of your obligations under the Terms and Conditions without the prior consent of Trajan. Any such subcontracting or delegation will not relieve you of your obligations under the Terms and Conditions.
  4. Any notice to be served under the Terms and Conditions shall be made in writing and either delivered personally or sent by registered post to the latest notified address of the other party and shall be deemed served upon delivery where delivered personally or when recorded by the delivery agent if sent by registered post.
  5. The Terms and Conditions are subject to the laws of the State of Victoria, Australia and the parties submit to the exclusive jurisdiction of the Courts of the State of Victoria, Australia.
  6. These Terms and Conditions constitute the entire agreement between you and Trajan.