Upjohn Australia Pty Limited

Wholesaler and Trade & Professional Businesses

Terms and Conditions

Unless otherwise agreed in writing by Upjohn Australia Pty Limited ABN 50629389911 ("Upjohn Australia"), the following are Upjohn Australia's Terms and Conditions of Sale. These, together with any other Terms and Conditions agreed upon in writing between Upjohn Australia and the customer ("the Purchaser") shall apply to all sales of products by Upjohn Australia to that Purchaser.

1. ORDERS

2. EXPORT PROHIBITION

3. DELIVERY

4. PRICE

5. PAYMENT TERMS

6. RETURNS

7. GENERAL

8. TITLE TO GOODS

9. WAIVER AND VARIATION

A provision of or a right created under these terms and conditions in favour of Upjohn Australia may not be waived or varied except in writing signed by Upjohn Australia. Upjohn Australia may elect not to exercise its rights arising from a breach of any provision of these terms and conditions and such election, even if the breaches are continuous and multiple shall not create any estoppel or presumption against Upjohn Australia.

10. WARRANTIES AND LIABILITIES

To the full extent allowed by law and subject to the following paragraphs, Upjohn Australia hereby excludes all warranties, express or implied, in connection with the sale or supply of products to the Purchaser and limits its liability with respect to any sale or supply of products to the Purchaser to that (if any) under condition 6, and Upjohn Australia shall not be liable to the Purchaser or any other party for compensation loss or damages including any incidental or consequential damages in connection with the products.

Statutory notice and business to business liability cap: consumer transactions. The balance of this clause only applies if the Purchaser is a deemed "consumer" under the Australian Consumer Law and may not apply in every case. Upjohn Australia does not vary or extend the remedies otherwise available to the Purchaser by including the following.

Upjohn Australia's goods come with guarantees that cannot be excluded under the Australian Consumer Law. The Purchaser is entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. The Purchaser is also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

Provisions of the Competition and Consumer Act, the Australian Consumer Law, and other statutes in some cases either cannot be excluded, restricted or modified; or can only be restricted or modified to a limited extent. If any provisions of those types do apply, then to the extent permitted by law Upjohn Australia's liability under those provisions is limited as follows. Upjohn Australia's liability in relation to goods is limited at Upjohn Australia's option to replacement of the goods or the supply of equivalent goods; or repair of the goods; or payment of the cost of replacing the goods or of acquiring equivalent goods; or payment of the cost of having the goods repaired. Upjohn Australia's liability in relation to services is limited at Upjohn Australia's option to the supplying of the services again; or the payment of the cost of having the services supplied again.

11. IMPROPER PAYMENTS

12. PPSA SECURITY INTERESTS