INBODY PURCHASE TERMS & CONDITIONS
BETWEEN: InBody Body Composition Analysers Pty Ltd (the “Company”), a corporation organised and existing under the laws of Queensland, Australia, with its head office located at: 31/30 Mudgeeraba Road, Mudgeeraba, QLD, Australia.
AND: The Purchaser ( the “Customer”)
Customer hereby agrees to the following Terms and Conditions when purchasing any Goods from InBody Body Composition Analysers Pty Limited:
The Company shall dispatch the Goods to Customer using the carrier and shipping method at the Company’s discretion. All transportation, shipping and handling charges shall be paid by Customer. If customer is unable to accept delivery, a redelivery fee may be charged.
2. Risk of Loss
The risk of loss from any damage or casualty to the Goods shall be transferred from the Seller to the Purchaser at such time as the Goods have been transferred to a carrier for shipment to the purchaser.
3. Operation of the Goods
Customer shall be responsible for operation of the Goods. Customer shall operate the Goods in a reasonably competent manner and in compliance with the operations manual for the Goods. Customer shall comply with all applicable rules, laws, and regulations in connection with operation of the Goods.
4. Disclaimers and Warranty
The Company warrants to the original purchaser of the Goods that for the Warranty Period (as defined below), the Goods will be free from material defects in materials and workmanship. The foregoing warranty is subject to the proper installation, operation and maintenance of the Goods in accordance with installation instructions and the operating manual supplied to Customer, and the purchaser successfully completing the Approved Operator Course conducted by the Company, and the Customer and Operator uses genuine InBody tissues for each person prior to conducting each scan.
Warranty claims must be made by Customer in writing within 7 days of the manifestation of a problem. The Company’s sole obligation under the foregoing warranty is, at Company’s option, to repair, replace or correct any such defect that was present at the time of delivery.
a. The “Warranty Period” for brand new electronic Goods purchased begins on the date of the completion of the InBody Approved Operator Course by the Customer, and continues for 12 months only from the date of delivery of the Goods.
b. The “Warranty Period” for used electronic Goods purchased begins on the date of the completion of the InBody Approved Operator Course by the Customer, and continues for 6 months only from the date of delivery of the Goods.
c. Any extended warranty or care package purchased will be subject to any additional terms and conditions that are issued with said item.
d. Any repairs under this warranty must be conducted by an authorised Company service representative.
e. Excluded from the warranty are problems due to accidents, misuse, misapplication, storage damage, negligence, or modification to the Goods or its components, any costs for removal or shipping of the Goods, downtime, or any other incidental or consequential costs or damages resulting from any claimed defects.
f. Company does not authorise any person or party to assume or create for it any other obligation or liability in connection with the Goods except as set forth herein.
g. Claims under the Warranty shall be submitted according to the procedure listed on the InBody Body Composition Analysers Warranty Card that accompanies the Goods.
The Customer can request a replacement or refund within 7 days of delivery of the Goods if a problem with a product is Major. A product or Good is considered to have a major problem when:
- it has a problem that would have stopped someone from buying it if they had known about it
- it is unsafe
- it does not meet the specific purpose you asked for and cannot easily be fixed within a reasonable time
- it creates an unsafe situation
By virtue of this Agreement, Customer may have access to information that is confidential to Company (“Confidential Information”). Confidential Information shall include, but not be limited to, the terms and pricing under this Agreement, the technical and other specifications for the Goods and all information clearly identified as confidential. Confidential Information shall not include information that:
- is or becomes a part of the public domain through no act or omission of Customer;
- was in the Customer’s lawful possession prior to the disclosure and had not been obtained by Customer either directly or indirectly from the disclosing party;
- is lawfully disclosed to the Customer by a third party without restriction on disclosure; or
- is independently developed by Customer.
Customer agrees to hold Confidential Information in confidence during the term of this Agreement and for a period of five years after termination of this Agreement. Customer agrees, that unless required by law, it shall not make Confidential Information available in any form to any third party or to use Confidential Information for any purpose other than the implementation of this Agreement. Customer agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, representatives or agents in violation of the terms of this Agreement.
7. Intellectual Property
The “InBody” logo is a registered Trade Mark of InBody Body Composition Analysers Pty Limited and can only be used with express written permission from InBody Body Composition Analysers Pty Limited.
The Customer acknowledges that any intellectual property rights, including but not limited to graphics, logos, trademarks, distinctive brand features, design, text, icons, the arrangement of them, Interpretation Guide, InBody tissue material, or Body Composition Analysers results sheets and all software relating to the InBody Body Composition Analysers are owned by InBody Body Composition Analysers Pty Limited and that these remain the property of InBody Body Composition Analysers Pty Limited and must not be used in manner beyond the scope of what is described in the InBody Approved Operator Course without express written permission from the owner.
InBody Interpretation Guides are not permitted to be modified in any way, nor stored or copied in full or part to any electronic storage or retrieval facility, or transferred or shared via any other means including but not limited to websites, social media, sms, emailing or other software system.
8. Limitation of Liability
In no event shall the Company be liable for any indirect, incidental, punitive, special or consequential damages, or damages for loss of profits, revenue, or use incurred by Customer or any third party, whether in an action in contract, or tort, or otherwise even if advised of the possibility of such damages. The Company’s liability for damages arising out of or in connection with this agreement shall in no event exceed the purchase price of the defective Goods. The provisions of this agreement allocate the risks between the Company and the Customer. The Company’s pricing reflects this allocation of risk and but for this allocation and limitation of liability, the Company would not have entered into this agreement.
9. Recommended Retail Price
The Company recommends that InBody owners and operators charge an appropriate price for the scanning services carried out utilising the InBody Body Composition Analysers. To assist the Customer with this recommendation the Recommended Retail Price-list for scans on the InBody machines can be provided upon request.
a. This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of Queensland, Australia, and shall be deemed to be executed in Queensland, Australia.
b. Any legal action or proceeding relating to this Agreement shall be instituted solely in a state or federal court in Queensland, Australia. The Company and Customer agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.
c. All notices required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by registered mail to the address listed above.
d. Prices for Goods purchased from the Company are inclusive of Australian Goods and Services Tax. The Customer agrees to pay any additional taxes directly or to reimburse Company for all such taxes, whether imposed on Customer required to be collected by Company, or imposed on the Goods or on Customer in connection with this sale. Wherever applicable, such tax or taxes shall be added to the invoice as a separate charge or invoiced separately. Customer agrees to pay all personal property or additional taxes that may be levied against Goods after the date of dispatch.
e. To secure payment and performance of all Customer’s obligations hereunder, Company hereby retains title to Equipment and a security interest therein until payment in full and performance by Customer of all said obligations.
f. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
g. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for non‑payment or breach of Company’s proprietary rights, no action, regardless of form, arising out of or in connection with this Agreement may be brought by either party more than one year after the cause of action has accrued.
h. Customer agrees to comply fully with all relevant export laws and regulations of the Australian (“Export Laws”) to assure that the Goods are not (1) exported, directly or indirectly, in violation of Export Laws; or (2) intended to be used for any purposes prohibited by the Export Laws. Customer agrees that the Equipment will only be used or operated in Australia or New Zealand.
i. Company is an independent contractor; nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.
j. This Agreement constitutes the complete agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, representations, discussions, proposals, literature, and the like, written or oral. This Agreement may not be modified or amended except in a writing signed by a duly authorised representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement. It is expressly agreed that the terms of this Agreement shall supersede the terms in any Customer purchase order or other ordering document, if any.
k. This Agreement shall be construed as to its fair meaning and not strictly for or against either party.
l. Company shall not be deemed to be in default of any provision of this Agreement, or for failures in performance, resulting from acts or events beyond its reasonable control. Such acts shall include but not be limited to acts of God, civil or military authority, civil disturbance, war, strikes, fires, other catastrophes, labor disputes, parts shortages, or other events beyond Company’s reasonable control.
m. No action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the cause of action arose.
n. This Agreement is not assignable, directly or indirectly, by Customer.
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