Ozdent Pty Limited

Terms and Conditions of Sale

Last updated: 24 April 2026

1. Definitions

In these terms and conditions:

ACL means Schedule 2 to the Competition and Consumer Act 2010 (Cth), being the Australian Consumer Law.

Customer means the person, firm, company or other entity placing an Order (defined below) with, or purchasing Goods (defined below) from, Ozdent.

Goods means dental supplies, consumables, accessories and any other goods supplied by Ozdent from time to time.

Order means an order or offer by the Customer to purchase Goods from Ozdent, whether made by email, telephone, through Ozdent’s website, or through an online marketplace or platform through which Ozdent offers Goods.

Ozdent means Ozdent Pty Limited ACN 109 658 746.

PPSA means the Personal Property Securities Act 2009 (Cth).

PPSR means the Personal Property Securities Register established under the PPSA.

Price List means any pricing list, quotation, invoice, online listing or other written pricing communication issued by Ozdent from time to time.

Terms means these terms and conditions as amended from time to time in accordance with clause 2.

2. Application of Terms

2.1 These Terms apply to all sales of Goods by Ozdent to the Customer, including Orders placed directly with Ozdent and, to the extent permitted by law and the rules of the relevant platform, Orders placed through any online marketplace or platform through which Ozdent offers Goods.

2.2 Each Order accepted by Ozdent is a separate and binding agreement for the supply of Goods on these Terms.

2.3 These Terms prevail over any terms or conditions submitted by the Customer, unless Ozdent expressly agrees otherwise in Writing.

2.4 Ozdent may amend these Terms from time to time by notice to the Customer, including by publication on Ozdent’s website. Any amended Terms will apply only to Orders placed after the date on which notice of the amendment is given or published.

3. Quotations and Orders

3.1 Unless otherwise stated, a quotation is valid for 30 days from its date.

3.2 An Order submitted by the Customer constitutes an offer to purchase the Goods described in the Order.

3.3 Ozdent may accept or reject any Order, in whole or in part, in its discretion.

3.4 Acceptance of an Order by Ozdent may occur by written confirmation, by conduct, or by delivery of the Goods, including partial delivery, to the extent of the Goods delivered.

3.5 Once an Order has been accepted by Ozdent, the Customer may not cancel or vary that Order without Ozdent’s prior written consent, subject to any rights the Customer may have under the ACL.

3.6 If Ozdent permits cancellation of an accepted Order, it may do so subject to the Customer paying Ozdent’s reasonable costs and losses incurred in connection with that Order, including freight, handling, supplier cancellation charges and any applicable restocking fee.

4. Price

4.1 The price of the Goods is:

1. the price agreed in Writing between the parties; or
2. if there is no such written agreement, the price stated in Ozdent’s invoice for the relevant Goods.

4.2 Prices in quotations and Price Lists are indicative only and are based on:

1. the quantities specified in the quotation or Price List; and
2. pricing current at the date of the quotation or Price List.

4.3 If the quantity of Goods ordered differs from the quantity specified in a quotation, Ozdent may amend the unit price accordingly.

4.4 Ozdent may correct any genuine clerical, typographical or pricing error in any quotation, order confirmation or invoice.

4.5 Unless otherwise expressly stated, all prices are exclusive of all taxes, imposts, duties, freight charges and GST, all of which are payable by the Customer in addition to the price.

4.6 Any discount, rebate or allowance applies only if agreed by Ozdent in Writing.

5. Minimum Order Requirement

5.1 Orders below the minimum order value notified by Ozdent from time to time may incur a service charge as specified in these Terms or in the invoice.

5.2 As at the date of these Terms, orders below $150 attract a service charge of $12.50 plus GST.

6. Availability of Goods

6.1 Ozdent will use reasonable endeavours to ensure product availability at the time of acceptance of an Order as per clause 3.5 above.

6.2 All delivery dates are estimates only.

6.3 Ozdent is not liable for any delay or failure to supply Goods, or any incomplete fulfilment of an Order, where the delay, failure or incomplete fulfilment arises from circumstances beyond Ozdent’s reasonable control, including supplier shortages, transport disruption, import delays, labour shortages, other supply chain disruption or any other force majeure event.

6.4 If any Goods become unavailable after an Order is accepted, Ozdent may, by notice to the Customer, cancel the affected part of the Order and refund any amount paid for that part, or, with the Customer’s agreement, supply the available part of the Order and invoice accordingly.

7. Payment

7.1 Unless otherwise agreed in writing, all invoices are due and payable within [30 days] from the date of invoice.

7.2 Ozdent may, as a condition of accepting an Order, require full prepayment or partial prepayment, as per Ozdent’s discretion.

7.3 If the Customer fails to pay any amount when due, Ozdent may charge interest on the overdue amount at the rate of RBA Cash Rate + 4% per annum, calculated daily from the due date until payment in full

7.4 Any payment received may be applied first to interest, costs and expenses, and then to principal.

7.5 Payment must be made without deduction, withholding, set-off or counterclaim, except to the extent required by law.

8. Credit and Default

8.1 Where Ozdent agrees to a credit arrangement with a Customer, such credit arrangement may be withdrawn, suspended or varied by Ozdent at any time where:

1. the Customer fails to pay any amount when due;
2. the Customer exceeds any agreed credit limit;
3. the Customer breaches these Terms;
4. Ozdent considers that the Customer’s financial position has materially deteriorated; or
5. the Customer becomes insolvent, is subject to any insolvency-related proceeding, or any step is taken or event occurs which indicates that the Customer is, or may become, unable to pay its debts as and when they fall due.

8.2 If any event referred to in clause 8.1 occurs, Ozdent may, in addition to any other rights it has:

1. cancel any provision of credit to the Customer;
2. require cash prepayment for further Orders;
3. suspend or decline further supply;
4. terminate any agreement formed under these Terms;
5. recover from the Customer all costs, expenses and disbursements reasonably incurred in recovering the debt, including legal costs on a full indemnity basis and debt collection agency fees; and
6. exercise its rights under clause 12 and clause 13.

8.3 Ozdent may require, as a condition of credit approval, personal guarantees from directors or proprietors of the Customer and / or a bank guarantee.

8.4 The Customer acknowledges that any credit application, guarantee or ancillary document may contain additional terms relating to credit approval and payment.

9. GST

9.1 Unless otherwise expressly stated, all amounts payable under these Terms are exclusive of GST.

9.2 If GST is payable on any taxable supply made under or in connection with these Terms, the recipient must pay to the supplier an additional amount equal to the GST payable, at the same time as the consideration for the supply is payable.

9.3 If an adjustment event occurs in relation to any taxable supply made under these Terms, the amount payable by the parties will be adjusted to reflect the adjustment event and the supplier will issue an adjustment note if required by law.

9.4 If a party is entitled to be reimbursed or indemnified under these Terms for a cost or expense, the reimbursement or indemnity amount will be reduced to the extent that the receiving party is entitled to an input tax credit for that cost or expense.

10. Product Information

10.1 All descriptions, illustrations, drawings, data, dimensions, weights, photographs, images and specifications supplied by Ozdent, or contained in catalogues, Price Lists, promotional material or online listings, are approximate only and are provided for general illustration and description.

10.2 Such information does not form part of the contractual description of the Goods unless expressly agreed by Ozdent in Writing, in which case it remains subject to recognised trade tolerances.

11. Delivery

11.1 Delivery is deemed to occur when:

1. the Customer or its agent takes possession of the Goods at Ozdent’s premises;
2. the Goods are delivered by Ozdent or its nominated carrier to the address nominated by the Customer; or
3. the Customer’s nominated carrier takes possession of the Goods, in which case that carrier is deemed to be the Customer’s agent.

11.2 Delivery to a third party or address nominated by the Customer is deemed to be delivery to the Customer.

11.3 The Customer must make all arrangements necessary to accept delivery of the Goods.

11.4 The Customer must not refuse delivery of Goods once an Order has been accepted, except to the extent permitted by law.

11.5 If the Customer fails to take delivery as arranged, the Customer must indemnify Ozdent against all losses, costs and expenses incurred by Ozdent as a result of that failure, including storage, handling, transport, redelivery and associated charges.

11.6 Ozdent will use reasonable endeavours to deliver the Goods within any estimated timeframe, but Ozdent is not liable for delay or failure to deliver promptly or at all where that delay or failure arises from circumstances beyond its reasonable control.

11.7 Any claim for visible freight damage, shortage or incorrect Goods must be notified in accordance with clause 14.2.

11.8 A proof of delivery signed by the Customer or a person appearing to act on its behalf is evidence of delivery of the Goods to the nominated delivery address, unless the Customer proves otherwise.

11.9 If the Customer fails to take delivery of the Goods within 7 days after being notified by Ozdent that the Goods are ready for delivery or collection:

1. delivery is deemed to occur at the end of that 7-day period;
2. risk in the Goods passes to the Customer at the end of that 7-day period;
3. the Customer must pay for the Goods in accordance with these Terms as if delivery had occurred; and
4. Ozdent may store the Goods at the Customer’s risk and expense and charge the Customer all reasonable storage, handling and redelivery costs.

12. Risk and Title

12.1 Risk in the Goods passes to the Customer upon

1. delivery in accordance with clause 11.1; or
2. if the Customer fails to take delivery of the Goods within 7 days after being notified by Ozdent that the Goods are ready for delivery or collection, at the end of that 7-day period in accordance with clause 11.9.

12.2 Title to the Goods does not pass to the Customer until Ozdent has received in full, in cleared funds, all amounts owing by the Customer to Ozdent in respect of:

1. the relevant Goods; and
2. all other Goods supplied by Ozdent to the Customer on any account.

12.3 Until title passes, the Customer:

1. holds the Goods as bailee for Ozdent;
2. must store the Goods separately, where practicable, so that they are identifiable as Ozdent’s property;
3. may sell the Goods in the ordinary course of business as agent for Ozdent; and
4. must hold the proceeds of any sale or dealing with the Goods on trust for Ozdent to the extent of all amounts owing to Ozdent.

12.4 If the Customer defaults in payment or becomes insolvent, Ozdent may enter any premises where the Goods are located, or are reasonably believed to be located, at any reasonable time and, where lawful, recover possession of those Goods.

12.5 The Customer irrevocably authorises Ozdent to enter premises for the purposes of clause 12.4 and indemnifies Ozdent against claims arising from the exercise of that right, except to the extent caused by Ozdent’s negligence or wilful misconduct.

13. PPSA

13.1 The Customer acknowledges that these Terms create a security interest in:

1. all Goods supplied by Ozdent to the Customer from time to time;
2. all proceeds of those Goods; and
3. all present and after-acquired property of the Customer that is or includes those Goods and proceeds.

13.2 The security interest granted under these Terms is, to the extent applicable, a purchase money security interest.

13.3 Ozdent may register one or more financing statements on the PPSR in respect of any security interest arising under these Terms.

13.4 The Customer must provide all information, execute all documents and do all other things Ozdent may require to ensure that Ozdent has a perfected first ranking security interest in the Goods. The Customer hereby gives Ozdent an irrevocable power of attorney to complete and execute any and all such documentation.

13.5 The following provisions of the PPSA do not apply and, for the purposes of section 115 of the PPSA, are contracted out of these Terms:

1. sections 125 (obligations to dispose of or retain collateral), 128 (secured party may dispose of collateral), 129 (disposal by purchase) and 134(1) (retention of collateral), and the parties agree that Ozdent has the power to retain, deal with or dispose of any Goods seized by it in the manner specified in those sections and in any other manner it deems fit;
2. section 130 (notice of disposal);
3. section 132(3)(d) (contents of statement of account after disposal);
4. section 132(4) (statement of account if no disposal);
5. section 135 (notice of retention);
6. section 142 (redemption of collateral); and
7. section 143 (re-instatement of security agreement).

13.6 The following provisions of the PPSA:

1. section 123 (seizing collateral);
2. section 126 (apparent possession);
3. section 128 (secured party may dispose of collateral);
4. section 129 (disposal by purchase); and
5. section 134(1) (retention of collateral),

confer rights on Ozdent. The Customer agrees that, in addition to those rights, if the Customer is in default, Ozdent has the right to seize, purchase, take possession or apparent possession of, retain, deal with or dispose of any Goods, not only under those sections but also, as additional and independent rights, under these Terms, and the Customer agrees that Ozdent may do so in any manner it sees fit.

13.7 The Customer waives its right to receive a verification statement in relation to registration events in respect of commercial property under section 157 of the PPSA.

13.8 The parties agree that the subject matter referred to in section 275(1) of the PPSA is confidential and each party must not disclose any such information to a third party.

13.9 The Customer indemnifies Ozdent against all loss, damage, cost and expense reasonably incurred by Ozdent in enforcing or seeking to enforce its rights under these Terms, the PPSA or any related security.

14. Acceptance, Claims and Returns

14.1 The Customer must inspect the Goods promptly on delivery.

14.2 The Customer must notify Ozdent in Writing within 7 days after delivery of any:

1. shortage in quantity;
2. visible defect;
3. freight damage; or
4. Goods that do not materially comply with the Order.

14.3 Any claim under clause 14.2 must, where reasonably available, be accompanied by supporting photographs and sufficient details of the alleged issue.

14.4 The Customer must check that the Goods correspond with those ordered before use.

14.5 Ozdent is not obliged to accept the return of any Goods unless:

1. Ozdent has approved the return; or
2. the return is required by law.

14.6 Where Ozdent accepts a return:

1. Ozdent may provide a replacement, credit or refund, at its election, except where the Customer has a non-excludable right under law; and
2. the Customer may be charged a restocking fee for returned Goods that are not defective and not incorrectly supplied.

14.7 The Customer is responsible for all freight, handling and other charges associated with returning Goods, except where:

1. the Goods were incorrectly supplied by Ozdent; or
2. the Goods are defective and Ozdent is legally responsible for that defect.

14.8 Failure by the Customer to notify Ozdent within 7 days under clause 14.2 does not limit any rights the Customer may have under the ACL or any other law which cannot lawfully be excluded.

15. Limitation of Liability

15.1 Except as expressly set out in these Terms and to the maximum extent permitted by law, all conditions, warranties and representations in relation to the Goods are excluded.

15.2 Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy implied or imposed by law, including the ACL, to the extent it cannot lawfully be excluded, restricted or modified.

15.3 Subject to clause 15.2 and to the maximum extent permitted by law, if Ozdent is liable for breach of a condition, warranty or guarantee in relation to Goods, Ozdent’s liability is limited, at its option, to:

1. replacing the Goods; or
2. repairing the Goods.

15.4 Subject to clause 15.2, Ozdent is not liable for any indirect, incidental, special or consequential loss, loss of profits, loss of revenue or loss of opportunity arising out of or in connection with the supply or use of the Goods.

15.5 The Customer acknowledges that, except as expressly stated in Writing by Ozdent, it has not relied on any representation, statement or advice by Ozdent in deciding to purchase the Goods and has satisfied itself as to the suitability of the Goods for its purposes.

16. Restricted Goods and Regulatory Compliance

16.1 If any Goods are subject to regulatory restrictions, licensing requirements or professional use limitations, the Customer must ensure that it and its personnel hold all licences, authorisations, approvals and registrations required by law to acquire, possess, use or on-supply those Goods.

16.2 The Customer must promptly provide Ozdent with any evidence reasonably requested by Ozdent of such licences, authorisations, approvals or registrations.

16.3 The Customer must immediately notify Ozdent if any such licence, approval, authorisation or registration is suspended, cancelled, expired or varied in a manner that affects the Customer’s entitlement to acquire or use the relevant Goods.

16.4 Ozdent may decline to supply any restricted Goods where the Customer does not satisfy Ozdent’s reasonable compliance requirements.

17. Assignment

17.1 The Customer may not assign, novate or otherwise deal with its rights or obligations under these Terms without Ozdent’s prior written consent.

17.2 Ozdent may assign, novate, subcontract or otherwise deal with any of its rights or obligations under these Terms without the Customer’s consent.

18. Excusable Event

18.1 Ozdent is not liable for any delay, failure or inability to perform its obligations under these Terms where that delay, failure or inability arises from any cause beyond its reasonable control, including natural disaster, pandemic, epidemic, flood, storm, fire, war, civil disturbance, strike, lockout, transport disruption, supplier failure, import delay, labour shortage or interruption to utilities or communications, each an ‘Excusable Event’.

18.2 If an Excusable Event continues for more than 30 days, Ozdent may cancel the affected part of the relevant Order by written notice to the Customer, without liability other than to refund any amount paid for Goods not supplied.

19. General

19.1 These Terms constitute the entire agreement between the parties in relation to their subject matter and supersede all prior discussions, representations and arrangements, except as expressly incorporated in Writing.

19.2 No waiver by Ozdent of any breach of these Terms is effective unless in Writing, and no waiver of any breach is a waiver of any other breach.

19.3 If any provision of these Terms is invalid, illegal or unenforceable, that provision will be read down to the extent necessary to make it valid and enforceable, and if that is not possible, it will be severed without affecting the remaining provisions.

19.4 Notices under these Terms must be in Writing and may be given by hand, or email to the last notified address of the relevant party.

19.5 A notice is deemed received:

1. if delivered by hand, on delivery;
2. if sent by email, at the time the email leaves the sender’s system unless the sender receives an automated message that the email has not been delivered.

19.6 The address for service of notices on:

1. Ozdent is sales@ozdent.com.
2. The Customer is the address or email address provided by the Customer in connection with its Order.

19.7 These Terms are governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales and courts hearing appeals from them.