This Agreement is between Galderma Australia Pty Ltd (ABN 12 003 976 930) at Level 18, 1 Denison Street, North Sydney NSW 2060 (Galderma) and the Authorised Person designated on the Application Form.

1. Background

1.1. Galderma is a distributor of Therapeutic Goods, herein referred to as Product, in Australia. The Authorised Person has requested that Galderma supply Product to the Authorised Person.

1.2. By signing this Agreement, the Authorised Person agrees that the conditions of this Agreement apply to all orders by or, as stated below, on behalf of the Authorised Person, and Supply by Galderma, of goods and services, including Product.

2. Orders

2.1. The Authorised Person, or anybody designated and authorised by the Authorised Person within the group of persons employed by, or under the direction or control of the Authorised Person, may order quantities of Product by giving notice to Galderma specifying the amount of Product the Authorised Person wants to purchase.

2.2. Subject to Galderma in its absolute discretion accepting each order from the Authorised Person, Galderma will Supply to the Authorised Person the quantities of Product specified in the order.

3. Risk and Title

3.1. Risk in Product under this Agreement passes to the Authorised Person on delivery of Product to the Australian delivery address specified by the Authorised Person during account setup and as per the order.

3.2. Subject to clause 3.3, title to Product passes to the Authorised Person on payment by the Authorised Person for the Product and no other sums are outstanding from the Authorised Person on any account whatsoever, whether or not such sums have become due for payment.

3.3. Title to Product Samples or Starter Packs passes to the Authorised Person upon receipt by the Authorised Person and no other sums are outstanding from the Authorised Person on any account whatsoever, whether or not such sums have become due for payment.

3.4. Until title to Product passes to the Authorised Person in accordance with clause 3.2 or 3.3, the Authorised Person holds the Product as bailee of Galderma and must ensure the Product is properly stored, protected and fully insured for an amount no less than the price for the Product.

3.5. The Authorised Person acknowledges that this Agreement constitutes a security agreement under the Personal Property Securities Act 2009 (PPSA), that Galderma has a security interest in the Product supplied to the Authorised Person and any proceeds, Galderma’s rights in the Product established under this clause 3 are a ‘purchase money security interest’ (PMSI) and Galderma will have a PMSI in proceeds of those Products.

3.6. The Authorised Person agrees to do anything required by Galderma to enable Galderma to register the security interest and to maintain the registration referred to in clause 3.5 including in relation to Galderma preparing, lodging or registering any financing statement or financing change statement in relation to any such security interest, maintaining those registrations, and enforcing any security interests (including by paying all costs, expenses and other charges).

3.7. The Authorised Person shall not charge Product in any way, nor grant or give any interest in Product while they remain the property of Galderma, nor allow any third party to acquire a security interest in Product. This clause 3.7 shall not restrict the Authorised Person using Product in the ordinary course of business.

3.8. If the Authorised Person fails to comply with any terms in this clause 3 then:

1. the Authorised Person must return any Product on which there are outstanding amounts owing on request;
2. the Authorised Person authorises Galderma and any person authorised by Galderma to enter premises where Product may be located to take possession of Product; and
3. Galderma may retain, sell or otherwise dispose of those goods.

3.9. The Authorised Person agrees to the extent permitted under the PPSA, that the following provisions will not apply when enforcing this Agreement: s95 and s130 to the extent it requires Galderma to give a notice to the Authorised Person; s121(4); s132(3)(d); s132(4); ss135; s142; and s143, unless otherwise agreed by Galderma and the Authorised Person will not disclose, nor authorise the disclosure of, any information of the kind described in s275(1) to any person.

3.10. Unless the context indicates otherwise, terms defined or used in the PPSA have the same meaning as in that Act.

4. Price, Payment, Delivery and Returns

4.1. The price for Product to be supplied to the Authorised Person will be the price specified in Galderma’s standard price list published from time to time or the price agreed in writing by the parties.

4.2. The Authorised Person must (irrespective of whether the order is placed by the Authorised Person or by anybody designated and authorised by the Authorised Person) pay to Galderma the price for goods and services supplied by Galderma to the Authorised Person, as supplied under clause 2.1, within thirty (30) calendar days following the month of Supply, or according to payment terms otherwise agreed in writing by the parties.

4.3. If the Authorised Person has not paid for the goods and services supplied by Galderma in full by the due date, Galderma may, without limiting any other rights, charge the Authorised Person interest on the overdue moneys at the cash rate (displayed about 11.00am Sydney time on the Reserve Bank of Australia website on the date of delivery) plus 2%, from delivery of the goods and services until paid in full, and take action against the Authorised Person for the fees for which payment has not been made, even though title in Product remains with Galderma.

4.4. Delivery of Product will be to the location identified on the Application Form in compliance with the NSW Poisons and Therapeutic Goods Regulation. Product will not be delivered to residential addresses unless such addresses are authorised to do so in accordance with applicable legislation.

4.5. The Authorised Person acknowledges that any delivery times provided by Galderma are estimates only.

4.6. Galderma is not liable for any loss, damage, or delay suffered by the Authorised Person arising from late or non-delivery of Product.

4.7. Subject to conditions outlined herein, Product will be accepted for return and replacement only if they fall into any of the following categories:

1. Product that Galderma is satisfied was damaged in transit between the warehouse and the registered premises of the Authorised Person. In such instances, the Authorised Person must notify Galderma no later than:
   1. two (2) hours after receipt of delivery in the case of refrigerated Product; and
   2. two (2) business days in the case of all other Product.
   The Authorised Person should also indicate on the carrier's consignment docket that Product is “damaged” or “subject to check” or no claim will be granted;
2. Incorrect supply, that is, wrong Product, not sent in accordance with the Authorised Person’s order;
3. Product that Galderma is satisfied is faulty in materials or workmanship; or
4. Without limiting the other provisions of this clause 4.7, the following Product will not be accepted for return and no credit will be granted, or monies paid to the Authorised Person in respect to:
   1. Product sold on a non-return basis;
   2. Product having a broken seal, label removed or other label / price tag attached;
   3. Product that have exceeded their expiry date;
   4. Discontinued Product;
   5. Damaged Product, except as specified in clause 4.7.a and 4.7.c above.

4.8. Product accepted by Galderma for return will be, at Galderma's option:

1. replaced by Galderma with equivalent Products;
2. repaired; or
3. refunded if the Authorised Person has already paid for the Product.

4.9. Once Galderma has complied with clause 4.8, Galderma is not liable to the Authorised Person, and the Authorised Person has no further remedy arising out of or in connection with the rejected Product.

4.10. Upon receipt of notification of return of Product, Galderma will, within ten (10) business days, organise collection of Product to be returned, from the original place of delivery. Until the Product is collected, the Authorised Person must preserve the Product in the state in which it was delivered.

4.11. Unless otherwise specified, all amounts payable for all taxable supplies made or to be made under this Agreement are calculated on their GST Exclusive Value and GST will be calculated at the rate of GST applicable at the time.

4.12. If the rate of GST increases, Galderma is entitled to charge the Authorised Person an additional amount for the Supply equal to the GST applicable at the time of the Supply calculated in accordance with the GST Law. The Authorised Person agrees to pay Galderma the additional amount referable to GST in the same manner and at the same time as the payment for that Supply.

4.13. The parties agree to provide each other with such documentation as is necessary to give effect to the above and otherwise comply with the GST Law.

4.14. If any occurrence under this Agreement gives rise to an Adjustment Event (as that term is defined in the GST Law), each party must Supply the other with the relevant GST compliant documentation.

4.15. The parties agree to provide each other with such documentation as is necessary to give effect to the above and otherwise comply with the GST Law.

5. Authorised Person’s Warranties

5.1. The Authorised Person must not resupply Product supplied by Galderma to any person other than as part of a medical treatment conducted in Australia in accordance with this Agreement and all applicable laws except in the case where the Authorised Person is the holder of a wholesale licence.

5.2. The Authorised Person must ensure that all employees and other persons under their direction or control who administer Product store, distribute, use, prescribe and administer Product (as applicable) in a way that is at all times consistent with the obligations of the Authorised Person under this Agreement.

5.3. To the full extent permitted by law, all conditions and warranties which would otherwise be implied in this Agreement (by statute, general law, customs or otherwise) are expressly excluded. If any condition or warranty is implied into this Agreement pursuant to any legislation (including without limitation the Competition and Consumer Act 2010 (Cth)) and the legislation avoids or prohibits provisions in a contract excluding or modifying the application of, exercise of, or liability under such condition or warranty, the condition or warranty will be deemed to be included in this Agreement. In such event, the liability of Galderma for breach of the condition or warranty shall, if the legislation permits, be limited (at Galderma’s option) to the cost of replacing, obtaining equivalent goods to, or having repaired, the Products in respect of which the breach occurred, and otherwise will be limited to the maximum extent permitted by law.

6. Training

6.1. Galderma agrees to provide training from time to time (at times and frequencies in Galderma’s absolute discretion) in relation to Product and associated products.

6.2. The Authorised Person must:

1. undertake training by himself/herself; and
2. ensure that all persons employed by, or under the direction or control of, the Authorised Person who are to administer Product, undertake training by Galderma in relation to Product and its associated Products, and prove to Galderma’s reasonable satisfaction that all such persons are competent in the use and administration of Product.

6.3. Galderma will provide the training for two (2) persons at no charge (except for charges in relation to Product for the training, or other costs as may be agreed by the parties). Provision of training for additional persons will incur charges at Galderma’s standard rates applicable at the time.

7. Advertising and Intellectual property

7.1. The Authorised Person acknowledges that Galderma retains all Intellectual Property Rights in relation to all goods and services supplied to the Authorised Person, including all Intellectual Property Rights in the Marks.

7.2. The Authorised Person must not use any Intellectual Property Rights, including the Marks, without the prior express consent of Galderma. All use of the Marks should be consistent with any use instructions that Galderma or its parent may issue from time to time.

8. Insurance and Indemnities – Authorised Person and Practitioner(s)

8.1. The Practitioner must:

1. Maintain sufficient and adequate professional liability insurance in relation to conducting treatments with Product that provides insurance coverage for a period equal to the applicable limitation period for the acts insured;
2. Ensure they have sufficient appropriate insurance to satisfy their liabilities arising out of or in relation to conducting treatments with Product; and
3. Provide, on Galderma’s request, evidence satisfactory to Galderma that they have obtained, and currently maintains, the insurance specified in clause 8.1.

8.2. Subject to clause 8.3, Galderma indemnifies the Practitioner against all losses, damages, expenses and costs (on a full indemnity basis) that the Practitioner may sustain or incur as a result of any claim of any kind (including in negligence) by any person in relation to loss or damage sustained as a result of any fault in the Product (but not loss or damage sustained as a result of the way it is stored, handled, used, prescribed or administered by the Practitioner).

8.3. To the extent permitted by law, Galderma will not be liable for any lost profits, lost opportunity or any indirect, consequential, incidental, special, punitive, or exemplary damages arising out of Galderma’s breach of this Agreement or any fault in Product.

8.4. Subject to clause 8.5, the Authorised Person indemnifies Galderma against all losses, damages, expenses and costs (on a full indemnity basis) that Galderma may sustain or incur as a result of:

1. any claim of any kind (including in negligence) by any person in relation to loss or damage sustained as a result of the way the Practitioner, or employees of or persons under the direction or control of the Practitioner, administered treatments using Product (but, subject to clause 8.2, not loss or damage sustained as a result of a fault in the Product itself), whether or not the Practitioner, and employees of or persons under the direction or control of the Practitioner, administer such treatments in accordance with any training given by Galderma;
2. any fraudulent act, willful misconduct, misleading or deceptive conduct by the Authorised Person or Practitioner or employees of or persons under the direction or control of the Authorised Person or Practitioner; or
3. as a result of any failure by the Authorised Person or Practitioner to comply with this Agreement.

8.5. The indemnity in clause 8.4 does not operate to the extent that it would cause part or all of that provision to be void under applicable law.

9. Clinic(s) Obligations

9.1. The Clinic must:

1. ensure that the Product ordered under this Agreement is administered by the Practitioner;
2. advise Galderma as soon as reasonably practicable in writing should the Authorised Person or Practitioner cease to be associated with the Clinic;
3. must not order any Product to be administered by the Practitioner after the Authorised Practitioner has ceased to be associated with the Clinic;
4. must pay to Galderma for all Product ordered by or under the direction of the Authorised Person or Practitioner; and;
5. must not order any Product from Galderma on behalf of a Practitioner who has not entered into an Agreement with Galderma substantially in the same form as this Agreement.

10. Termination

10.1. A party may terminate this Agreement, or one or more orders for Product, with immediate effect if the other party breaches any material provision of this Agreement, or at any time without cause upon giving (5) five working days’ notice. Notwithstanding the preceding sentence, an Authorised Person may not terminate an order for Product which Galderma has already commenced fulfilling.

10.2. If this Agreement, or one or more orders under clause 2.1, is terminated by Galderma under clause 10.1, Galderma may, by notice to the Authorised Person, require the Authorised Person to return Product supplied by Galderma to the Authorised Person. If Galderma gives such notice:

1. all rights the Authorised Person may have to use any Intellectual Property Rights terminate;
2. the Authorised Person must:
   1. discontinue conducting business (treatments and/or Supply) with Product supplied by Galderma;
   2. return to Galderma all units of Product supplied by Galderma unused at the date of termination that have with an expiry date of no more than ninety (90) calendar days before the date of termination; and
   3. discontinue any representation that the Authorised Person is authorised by Galderma to carry out business (treatments and/or Supply) with Product; and
3. Galderma must:
   1. refund to the Authorised Person that part of the price paid by the Authorised Person for the unused Product returned by the Authorised Person in accordance with clause 10.2.b.ii; and
   2. provide the Authorised Person with an Adjustment Note in respect of the refund referred to in clause 10.2.c.i.

11. Trustee Warranties

11.1. Where the Authorised Person enters into this Agreement as trustee of a trust, in relation to that trust, the Authorised Person represents and warrants to Galderma that:

1. it is the only trustee of the Trust;
2. no action is being or has been taken or is proposed to be taken to remove it as trustee of the Trust;
3. no action is being or has been taken or is proposed to be taken to terminate or wind up the Trust;
4. it has the power under its constitutional documents, the Trust Deed and at law to enter into and to perform its obligations under this Agreement;
5. it has, in full force and effect, the authorisation necessary to enter into and to perform its obligations under this Agreement;
6. it has a right to be fully indemnified out of the assets of the Trust in respect of obligations incurred by it under this Agreement; and
7. it is not in default under the Trust Deed.

12. General

12.1. Notices under this Agreement must be given in writing to the address of the recipient party specified in this Agreement or otherwise notified by the recipient party.

12.2. The Authorised Person must not assign this Agreement or any right under this Agreement without Galderma’s written consent.

12.3. Any agreement, representation or warranty given in favour of two (2) or more persons is for the benefit of them jointly and each of them individually.

12.4. An agreement, representation or warranty on the part of two (2) or more persons binds them jointly and each of them individually.

12.5. Part or all of any clause of this Agreement that is unenforceable or illegal will be severed from this Agreement and will not affect the enforceability of the remaining terms of this Agreement.

12.6. Failure or omission by a party to require strict or timely compliance with any provision of this Agreement will not affect any right of that party to remedies it may have in respect of any breach of a provision.

12.7. Unless otherwise provided for under this agreement, galderma may vary this agreement at any time on 14 days notice to the authorised person.

12.8. This Agreement is governed by the law applicable in New South Wales and the parties agree to submit to the non- exclusive jurisdiction of the courts of New South Wales.

12.9. This Agreement constitutes the entire agreement of the parties about its subject matter. It supersedes all previous agreements, understandings and negotiations on that subject matter.

12.10. This Agreement may be executed in one or more counterparts, which together shall constitute one and the same instrument. If any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or email delivery of a ".pdf" format data file signature page were an original. The date on which the last counterpart is executed is the date of the Agreement.

13. Privacy and Confidentiality

13.1. No Confidential Information may be disclosed by the Receiving Party to any person except with the consent of the Disclosing Party (such consent not to be unreasonably withheld) or except to the extent required by applicable law.

13.2. The Receiving Party must not use any Confidential Information, except for the purpose of performing its obligations under this Agreement or as otherwise required by operation of law.

13.3. Galderma will seek information from third parties regarding the credit history of the Authorised Person. Galderma agrees that:

1. any collection, use or disclosure of Personal Information in connection with this Agreement:
   1. will be used for the sole purpose of evaluating the Authorised Person’s creditworthiness;
   2. is consistent with any privacy statement or privacy policy of Galderma which as at the date of this Agreement is available at Privacy Policy and may be updated from time to time; and
   3. complies with all Privacy Laws by which Galderma is bound;
2. Personal Information will only be disclosed to third partys in accordance with Galderma’s privacy policy referred to in clause 12.3(a)(ii);
3. the Authorised Person has a right, at any time, to request to see the Authorised Person’s Personal Information on Galderma’s records; and
4. the Authorised Person has the right to not provide Personal Information, but Galderma will reserve all rights to deny credit and require prepayment on any orders for Products.

14. Definitions

Adjustment Note has the same meaning as in the GST Law.

Agreement means this Supply Agreement in conjunction with the Application Form.

Application Form means the Application for Commercial Credit Facility submitted by the Authorised Person another person acting on behalf of the Authorised Person.

Authorised Person means the person or company specified in the Application Form as the Authorised Person or legal entity who is licensed or otherwise authorised within the State of operation to order, possess, Supply or use the Product.

Clinic and/or Practice means the address where the Product is administered for treatment, by or under the direct supervision of the Authorised Person.

Confidential Information means the terms of this Agreement and all information (irrespective of form) disclosed by the Disclosing Party to the Receiving Party, under or in connection with this Agreement, including:

1. information which, either orally or in writing, is designated or indicated as being the proprietary or confidential information of the Disclosing Party; and
2. information derived or produced partly or wholly from the information including any calculation, conclusion, summary or computer modelling; and
3. whether the information was disclosed:
   1. orally, in writing or in electronic or machine readable form;
   2. before, on or after the date of this Agreement;
   by the Disclosing Party or any of its representatives or its Related Bodies Corporate (as defined in the Corporations Act 2001 (Cth)) and any representatives of its Related Bodies Corporate.

Disclosing Party means the party disclosing Confidential Information to the Receiving Party.

GST means any goods and services tax imposed by the GST Law.

GST Exclusive Value has the same meaning as in the GST Law.

GST Law has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 and includes any associated legislation including any Act that imposes GST and any regulations in so far as they relate to any such Act.

Intellectual Property Rights means all intellectual property rights of Galderma including:

1. all patents, copyright, designs, registered and unregistered trademarks, including the Marks, and the right to have confidential information kept confidential; and
2. any application or right to apply for registration of any of those rights.

Marks means any name, logo or trademark owned or used by or licensed to Galderma, or its parent, including “Restylane,” “Dysport” and “Metvix”.

Personal Information means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion.

Practitioner means the person specified in the Application Form as the Practitioner and who is licensed or otherwise authorised by legislation within the State of operation to possess, supply or use the Product.

Privacy Laws means:

1. the Privacy Act 1988 (Cth); and
2. any other requirement under Australian law, industry code, policy or statement relating to the handling of Personal Information.

Product means Products known as “Restylane”, “Dysport”, “Metvix” and all other Products supplied by Galderma to the Authorised Person that the parties agree in writing is supplied under these Supply Terms.

Receiving Party means the recipient of Confidential Information from the Disclosing Party.

Supply has the meaning as per the NSW Poisons and Therapeutic Goods Act (1966) and includes:

1. sell, dispense and distribute, and
2. supply, whether free of charge or otherwise, by way of sample or advertisement, and
3. supply, whether free of charge or otherwise, in the course of testing for safety or efficacy on persons or animals, and
4. agree or offer to sell or distribute, and
5. keep or have in possession for sale, dispensing or distribution, and
6. send, forward, deliver or receive for sale, dispensing or distribution, and
7. authorise, direct, cause, suffer, permit or attempt any act mentioned in paragraphs (a)–(f).

Tax Invoice has the same meaning as in the GST Law.

Trust means the trust in respect of which the party acts as trustee, as constituted by the Trust Deed.

Trust Deed means the governing rules of the Trust, including the trust’s deed.

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