TERMS OF TRADE
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Last updated on: 14 July 2025
IMPORTANT NOTES:
These Terms set out the terms on which we will provide Goods and Services to you. These Terms form a legally binding contract between us and you.
You may accept these Terms by signing and returning this document to us or by the delivery of your animal (or any other goods – eg: equine semen for storage) to our practice premises.
These Terms may be changed from time to time. Please look at the ‘Last Updated’ date at the top of these Terms as published on our Website. If we are providing Goods or Services to you at the time of a change, the new Terms will not apply to you until after we have given you 1 month written notice. You may terminate the provision of our Goods or Services during that 1 month notice period. Continuing to receive our Goods or Services or if your animal or other goods remain at our practice premises after the end of the 1 month notice period, means that you agree to our new Terms.
Any animal or other goods (including equine semen) delivered to or left at our practice premises is at your risk and you release us from liability as set out in clauses 5 and 6.
If you ask us to store equine semen on your behalf, we have a lien over it under the Storage Liens Act 1935 and you MUST insure it. This is an essential provision of these Terms – see clause 6.
1 Definitions
1.1 Claims means all claims, investigations, demands, actions, proceedings, suits, causes of action, damages, debts, costs, verdicts and judgments whatsoever whether at law or in equity or under any statute.
1.2 Goods includes any pharmaceutical or veterinary product used by us to treat or care for an animal.
1.3 Loss means any costs, losses, penalties, damages, liabilities and expenses and in relation to a Claim, includes amounts payable on a Claim (whether or not the Claim is successful) and legal costs and expenses on a solicitor and own client basis.
1.4 Practice premises means 5 Price Lane, Agnes Banks NSW 2753 and any other premises from which we provide our Goods and Services.
1.5 Service/s means all services provided by us including veterinary treatments, surgery, diagnostic aids, laboratory testing, advice, any other veterinary involvement in the treatment of an animal and equine semen storage.
1.6 Terms means these terms of trade.
1.7 we/us/our means Agnes Banks Equine Clinic Pty Limited ACN 684 198 310 and any successor in title (this Purchaser) referred to in clause 9.1.
1.8 you/your means each person, company or entity that we provide our Goods and/or Services to.
2 Binding Terms, authorisations and multiple party arrangements
2.1 Unless otherwise agreed in writing by us, these Terms apply to all Goods and Services provided by us.
2.2 These Terms are legally bind each owner of an animal that we provide our Goods and/or Services to and each owner of goods that are delivered to our practice premises, both individually and collectively.
2.3 If the provision of our Goods and/or Services is arranged by or at the request of a person/s who is not the owner of the animal or other goods (for example a racehorse trainer or lessee), each of those persons:
2.3.1 is also legally bound by these Terms, both individually and collectively; and
2.3.2 represents and warrants that they have the power and authority to engage us to provide our Good and Services and to enter into a contract with us on these Terms; and
2.3.3 will be responsible individually and collectively with the owner for the prompt payment of all invoices issued by us for our Goods and Services.
3 Prices and payment terms
3.1 Pricing for Goods and Services:
3.1.1 Our terms and pricing applicable to equine semen storage are set out in clause 6 below.
3.1.2 Excluding equine semen storage, we will charge for our Goods and Services based on our current rates applying from time to time.
3.1.3 Where reasonably practicable, we will provide an estimate of the cost for our Goods and Services in advance of supplying them. Our estimates may be provided in writing or verbally. However you agree that it may not be possible to provide an estimate in advance eg: in the case of emergencies or where our Goods and Services are requested on any other urgent basis.
3.1.4 You agree that any estimates that we provide, are just that, and that they do not constitute fixed quotes. The actual cost for our Goods and Services may exceed any estimate that we provide. Our estimates will be based on the information you provide, any initial examination of your animal and our then current understanding of what Goods and Services may be required.
3.1.5 Some of the variables which may affect our estimates include unforeseen circumstances not capable of diagnosis in advance including further diagnostic and therapeutic procedures required during the course of treatment/surgery, how your animal responds to any treatment/surgery and length of recovery time,.
3.1.6 We reserve the right to charge callout fees and travel charges for any ambulatory Goods or Services which are provided away from our Practice premises, in addition to our other usual charges for our Goods and Services. Our callout fees may vary depending on the time of the call out (for example before or after 10:00 PM and weekend work).
3.2 Third party expenses: We may incur third party expenses on your behalf, such as external consultants, laboratory and farrier fees. All third party expenses are incurred by us as your agent. Where reasonably practicable, we will provide an estimate of the cost of any anticipated third party expenses in advance of incurring them on the same terms as set out in clause 3.1.
3.3 Deposits:
3.3.1 A deposit equivalent to 50% of our estimate of the total cost of our Goods and Services for hospitalised cases, surgery and reproduction Services, is payable at the time of admission.
3.3.2 A deposit will also be payable at the time of consultation for the supply of Goods and Services after hours.
3.4 Payment terms:
3.4.1 Except if credit terms are granted, we will require payment in full in advance, or prior to the release of your animal or your other goods.
3.4.2 Credit terms may be granted in our absolute discretion, and we may vary or withdraw your approved credit limit at any time in our absolute discretion.
3.4.3 If credit terms are granted, you must pay for our Goods and Services in full within 7 days from the date of invoice, unless we otherwise agree in writing. Our usual policy is to issue a tax invoice as soon as possible following the provision of our Goods and Services..
3.4.4 You consent to us sending our tax invoices and other communications from to you electronically at your usual email address or mobile phone number.
3.5 Additional charges:
3.5.1 For all overdue invoices, we will charge you the higher of:
3.5.1.1 $12.50 per overdue invoice as an account keeping and administrative fee; and
3.5.1.2 interest at the rate of 0.77083% per month (equivalent to 9.25% per annum) from the due date for payment until the date the payment is actually received (both dates inclusive), compounding monthly.
3.5.2 If we agree to split our invoices between e.g.: syndicate members or multiple owners at your request, we will charge an additional administrative fee for each separate invoice of $5.50. To avoid doubt, all persons to whom we issue a split invoice will remain individually and collectively liable for the payment of the total of our split invoices and of all of your other obligations under these Terms.
3.6 GST: All consideration for our Goods and Services or for any other taxable supply under or in connection with these Terms is exclusive of GST. If GST is payable for our Goods and Services or for any other taxable supply under or in connection with these Terms, the GST is payable by you at the same time as our tax invoices.
4 Default and Indemnity:
4.1 If you default in any payment or if you commit any act of bankruptcy, appoint an administrator or commit an act which entitles a third party to make an application to wind you up or appoint a receiver or receiver and manager to you or any of your assets or if you pass a resolution to wind yourself up or enter into any arrangement or compromise with any of your creditors (each an Event of Default), then:
4.1.1 the date for payment of all moneys owing and outstanding to us, irrespective of whether the due date as per the invoice has passed, will accelerate and become immediately due and payable;
4.1.2 we may invoice you for the value of any Goods or Services provided and other out of pocket expenses incurred, but not yet invoiced, which amounts will be immediately due and payable upon issue of the invoice;
4.1.3 we may give you notice of termination of our engagement to provide Goods or Services to you under clause 7; and
4.1.4 we may enforce our storer’s lien under clause 6.
4.2 You indemnify us against all Claims and Loss which we may suffer or incur (including Claims by third parties), in connection with:
4.2.1 the recovery of any monies due and payable but unpaid by you;
4.2.2 the exercise or attempted exercise by us of any right or power conferred on us by these Terms; and
4.2.3 damage to any property or the death of or injury to any person or any other animal which is caused or contributed to by you or by any of your animals whilst they are at our practice premises.
5 Release and limitation of liability
5.1 You acknowledge that the provision of our Goods and Services, in particular the provision of our veterinary Services comes with a significant degree of risk and you are advised to insure against that risk of Loss.
5.2 Your animals and other goods which are delivered to our practice premises are at all times at your risk.
5.3 To the fullest extent permitted by law, you release us from all Claims and Loss which you may suffer or incur in connection with the provision of our Goods and Services, including Loss that you suffer if an animal of yours dies or the animal’s value is diminished, including because of disease, infection, accident, illness, injury, infertility or misadventure of any cause. However, this release does not cover Claims or Loss caused by our intentional misconduct.
5.4 Certain legislation, including the Competition and Consumer Act 2010 (Cth) may impose consumer guarantees or implied warranties or conditions which cannot be excluded, restricted or modified. These Terms must be read subject to these statutory provisions. If the statutory provisions apply, then to the extent that we may limit our liability, then our liability is limited to, at our election:
5.4.1 in the case of Goods, the replacement of the goods or the supply of equivalent goods, the repair of the Goods, the payment of the cost of replacing the Goods or of acquiring equivalent Goods or the payment of the cost of having the goods repaired; and
5.4.2 in the case of Services, supplying the services again or payment of the cost of having the Services supplied again.
5.5 Subject to clause 5.4, all other warranties, express or implied, including by statute are excluded.
6 Equine Semen Storage
6.1 Where we store equine semen at your request, we do so as a bailee for hire on the terms of this clause 6 and the Storage Liens Act 1935 (NSW) applies to the storage of that equine semen. We have a storer’s lien over your equine semen under the Storage Liens Act 1935 (NSW).
6.2 Our equine semen storage Services may be terminated in accordance with clauses 6.9 and 7.
6.3 We will take reasonable commercial steps to store your equine semen safely. However, we are not responsible for any Loss of your equine semen as a result of anything which is beyond our reasonable control, for example because of floods or other natural disaster.
6.4 You acknowledge that equine semen is fragile and perishable property. The risk in your equine semen remains with you at all times. You MUST insure your equine semen against all usual insurable risks, during all periods that it is stored by us and whilst in transit to or from our practice premises. This is an essential provision of these Terms. You acknowledge that we do not hold insurance cover for any loss of or damage to your equine semen.
6.5 In addition to our rights under the Storage Liens Act 1935 (NSW), on termination of our equine semen storage Services, we may exercise the rights set out in clause 7.3 in relation to your equine semen.
6.6 Deliveries of equine semen will only be accepted during normal business hours (9:00AM – 5:00PM Monday – Friday).
6.7 Your equine semen will be cryogenically stored in third party cylinders using dry ice.
6.8 Our pricing for equine semen storage is a fixed rate per month per stallion, as stated on our website or emailed to you prior to taking delivery of your equine semen.
6.9 We may change our pricing for equine semen storage by giving you 1 month’s prior written notice. You may terminate the contract for our equine semen storage Services during that 1 month notice period, by giving us written notice (e.g.: by email), collecting the equine semen stored on your behalf and paying in full all outstanding amounts owing to us (on any account whatsoever). If you do not give us your notice of termination, collect the equine semen stored on your behalf and pay in full all outstanding amounts owing to us within that 1 month notice period, you will be taken to have agreed to our new prices.
6.10 Payment terms for equine semen storage are payable monthly in advance by direct debit. You must complete a direct debit authority before we will agree to store your equine semen. You agree to reimburse us for any bank or other charges which we incur due to any default in payment pursuant to your direct debit authority.
7 Termination
7.1 Either you or we may terminate the provision of our Goods and Services by giving 14 days written notice to the other party, expiring at any time.
7.2 We may also terminate the provision of our Goods and Services by giving you written notice:
7.2.1 in the event of an emergency – for example natural disasters or the existence of infectious diseases at our practice premises;
7.2.2 if an Event of Default happens or occurs;
7.2.3 if we are required to close our practice by law;
7.2.4 if you refuse to accept our advice;
7.2.5 if you indicate to us or we form the view that you have lost confidence in us; or
7.2.6 for other just cause, including any conduct or behaviour which we consider is rude, disrespectful or aggressive to any of our staff members.
7.3 Upon termination, you must within 14 days remove your animals and other goods from our practice premises upon payment of all outstanding amounts owing to us. If you fail to pay all outstanding amounts owing and remove your animals and other goods within the 14 day notice period, your animals and other goods will be taken to be abandoned, ownership of them will pass to us and we may dispose of them as we see fit. For the purposes of this clause, your goods also includes any equine semen that we store on your behalf. Any reasonable disposal costs that we incur will be a debt due and payable by you.
8 General
8.1 These Terms are governed by the law in force in NSW. Subject to clause 8.2., each party submits to the exclusive jurisdiction of the Courts of NSW and the Court of Appeal from those courts.
8.2 If any part of these terms and conditions is held to be void or unlawful, these terms and conditions will be read and enforced as if the void or unlawful provisions have been deleted.
8.3 These Terms may be signed by you electronically (for example by DocuSign, or in web form below).
8.4 A reference to any party to these Terms includes that party’s executors, administrators, substitutes, successors and permitted assigns.
9 Novation
9.1 In the event of the sale of part or all of our business to a third party (Purchaser), you consent to the novation of these Terms from us to the Purchaser, effective on and from 7 days after receipt of written notice from us to you, and you agree that on and from 7 days after receipt of that written notice:
9.1.1 the Purchaser will assume all of our rights and obligations under these Terms; and
9.1.2 we are released from all obligations and liability under these Terms; and
9.1.3 the supply of Goods and Services to you, will be novated on the same terms and conditions as in force with us, as set out in these Terms.
9.2 You may not assign or novate any of your rights or obligations under these Terms without our prior written consent which will not be unreasonably withheld. We may withhold its consent during any period that money is owing to us.