Terms and Conditions

Terms and Conditions of Trade

LYKA SMITH PTY LTD ABN 28 618 936 762 including any of its subsidiary companies (“Lyka Smith”) will supply medical goods and services (“Goods”) in accordance with the following terms and conditions (“Terms”)

Modified: October 2025

1. INTERPRETATION

In these Terms:

(a) “Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth);

(b) “Business Day” means a day in which banks are open for business and specifically excludes Saturdays, Sundays and Public Holidays in Sydney, NSW;

(c) “Consumer” means the definition of Consumer in section 4B of the Competition and Consumer Act 2010 (Cth);

(d) “Healthcare Professional” means the definition of Healthcare Professional in the Medical Technology Industry Code of Practice;

(e) “Goods” means any medical goods and services supplied by Lyka Smith;

(f) “Grantor” means the grantor of any security interest in the Goods, and is usually the Purchaser;

(g) “Order” means an order (whether in writing or orally) by the Purchaser to purchase Goods from Lyka Smith;

(h) “Purchaser” means a Healthcare Professional that is the purchaser of the Goods;

(i) “Purchase Order” means the written order provided to Lyka Smith by the Purchaser;

(j) “Warranty Period” means the warranty period for the Goods being in accordance with the manufacturer’s warranty period; and

(k) “Website” means the internet-based portals that Lyka Smith uses to provide information about it as a company and to provide access to its digital services.

Nothing in these Terms will be read or applied so as to exclude, restrict or modify or have the effect of excluding or modifying any condition, warranty, guarantee, right or remedy implied by law (Including the Competition and Consumer Act 2010 (Cth)) and which by law cannot be excluded, restricted or modified.

2. GENERAL

2.1. The Goods and all other products and services sold and/or provided by Lyka Smith are supplied in accordance with these Terms.

2.2. These Terms (which may only be waived or amended in writing and signed by Lyka Smith) will to the extent of any inconsistency prevail over all and any terms or conditions of the Purchaser’s Order.

2.3. If the Purchaser accesses the Website, including for the purchase of Goods, the Purchaser is responsible for compliance with all applicable laws, regulations and policies of all relevant jurisdictions.

2.4. No right, title, interest or license in any of Lyka Smith’s intellectual property is granted to the Purchaser unless specifically stated in writing from Lyka Smith.

2.5. Nothing contained or implied in these Terms will create a joint venture, partnership or principal and agency relationship between Lyka Smith and the Purchaser.

3. QUOTATIONS

3.1. If a quotation is provided to the Purchaser by Lyka Smith, then unless withdrawn, this quotation is open for acceptance within the period stated on the quotation or, where no period is stated, within fourteen (14) days after the date shown on the quotation.

3.2. A quotation does not constitute an offer to sell and/or provide Goods but is an invitation to treat only. Lyka Smith reserves the right to refuse any Order based on its quotation within seven (7) Business Days after the receipt of a Purchaser’s Order.

3.3. A contract will be formed between Lyka Smith and a Purchaser on the acceptance by Lyka Smith of a Purchaser’s Order and not otherwise. Acceptance of a quotation by the Purchaser can be made by:

No modification to the quotation or Order will be recognised unless explicitly agreed upon in writing by Lyka Smith.

4. PRICES

4.1. All prices quoted in a quotation are exclusive of all taxes, insurance and transport which will be the sole responsibility of the Purchaser, unless otherwise agreed in writing.

4.2. Prices for Goods will be charged at:

4.3. Lyka Smith reserves the right to modify the prices of Goods at any time and without general prior notice. However, if a price change occurs before the Purchaser has accepted a quotation, Lyka Smith will notify the Purchaser of the adjusted price. The Purchaser’s continued engagement after such notification will constitute acceptance of the new terms.

5. DELIVERY

5.1. Lyka Smith delivers to addresses both within and, subject to specific agreement, outside of Australia. The availability of delivery to international destinations will depend on Lyka Smith’s ability to arrange transport and the legal and logistical considerations of the destination country.

5.2. The Goods will be deemed to be delivered to the Purchaser at the time the Goods arrive at the Purchaser’s specified address. Lyka Smith may arrange for transport of the Goods to a destination nominated by the Purchaser and the cost of such transport will be added to the price of those Goods.

5.3. Goods are at the Purchaser’s risk from the time of delivery. The Purchaser is responsible for arranging any insurance over the Goods after delivery.

5.4. Requests for urgent or expedited deliveries, including those requested with less than 72 hours’ notice for metro and 120 hours’ notice for non-metro, or deliveries outside of Lyka Smith’s usual business hours, or loan kit deliveries that do not result in any purchase of Lyka Smith goods, may be subject to additional charges at rates specified by Lyka Smith. This excludes patient-matched products, for which the pricing and delivery terms will be established at the point of shipping.

5.5. Any delivery times provided by Lyka Smith are estimates only. Lyka Smith will not be liable for any loss occasioned by delay in delivery of and/or the procuring of Goods, whether consequential or otherwise.

5.6. If the Purchaser disputes proof of delivery, details of this dispute must be provided in writing to Lyka Smith within seven (7) Business Days of delivery.

6. INSPECTION & ACCEPTANCE

6.1. Upon receipt of the Goods, the Purchaser agrees to promptly inspect and, if applicable, test the Goods for any defects, damage, or discrepancies in the quality or quantity of the goods received.

6.2. If the Goods are intended for use in a scheduled surgery, any defects, damage, or discrepancies must be reported to Lyka Smith at least 24 hours before the scheduled surgery, allowing reasonable time for Lyka Smith to address the issue. This timeframe is considered reasonable for thorough inspection and notification.

6.3. For all other Goods, including consignment stock, the Purchaser must notify Lyka Smith in writing of any non-conformities, shortages, or issues within fourteen (14) days from the date delivery is confirmed with the courier. This timeframe is considered reasonable for thorough inspection and notification.

6.4. The Goods will be considered accepted by the Purchaser unless Lyka Smith receives timely written notice of any issues within the specified timeframes. Failure to provide notice within these periods will result in the Purchaser waiving any right to reject the shipment or revoke acceptance thereafter.

6.5. The above does not affect the Purchaser’s statutory rights under applicable consumer protection laws, including rights related to the receipt of defective goods.

7. ADVERTISING

7.1. All information and advertising herein related to the supply of Goods is solely intended for Healthcare Professionals with a valid certification. A Healthcare Professional must rely on his or her own professional clinical judgment when deciding whether to purchase or use the Goods when treating a particular patient. Healthcare Professionals must be trained in the individual use of any of the Goods before use in a procedure or surgery. Healthcare Professionals must refer to the packaging, product label and/or instructions for use, including the instructions for cleaning and sterilisation (if applicable), before use of any Goods.

7.2. From time to time, Lyka Smith may, at its sole discretion, choose to offer competitions or promotional terms and conditions (“Promotions”) to a Purchaser. Promotions are intended to reward customer loyalty and it is the responsibility of the Purchaser to determine if Goods are suitable for their needs, or the particular needs of their patients. Promotions are based on measured criteria and may include cost-based rewards such as a price reduction, complimentary shipping and/or complimentary samples.

7.3. Lyka Smith is part of the Device Technologies Australia Group, a member of the Medical Technology Association of Australia Limited and as such is required to adhere to the Medical Technology Industry Code of Practice https://www.mtaa.org.au/code-of-practice. Medical Designs is committed to the improvement of patients’ lives through the advancement of medical science and the contributions that high quality, effective and innovative Medical Technologies make in achieving these goals.

8. PAYMENT

Payment for Orders through a quotation.

8.1. Where a quotation has been provided by Lyka Smith and accepted by a Purchaser, Lyka Smith’s terms of payment are thirty (30) days from the date of the relevant invoice, unless otherwise stated on such invoice or agreed in writing by Lyka Smith.

8.2. Lyka Smith reserves the right to require payment with the Order or satisfactory evidence of the ability of the Purchaser to pay for the Goods ordered by the Purchaser.

8.3. Lyka Smith only accepts bank transfer. Note that certain payment methods may incur processing fees or surcharges.

8.4. If payment is not made by the due date, Lyka Smith may charge interest on overdue amounts. Interest will be calculated at a rate of 10.5% per annum above the prevailing bank overdraft rate applicable to Lyka Smith, accruing daily until full payment is received.

8.5. In the event of late payment, the Purchaser will be responsible for all costs and expenses incurred by Lyka Smith in recovering or attempting to recover the overdue amounts, including but not limited to legal fees and collection agency fees.

8.6. Lyka Smith may offer credit terms to eligible Purchasers subject to a satisfactory credit check and at Lyka Smith’s sole discretion. Terms of credit will be detailed in a separate agreement.

9. TRANSFER OF PROPERTY

Title to Goods

9.1. Title to the Goods remains with Lyka Smith until all monies owing to Lyka Smith on any account have been paid or title to the Goods is vested in some other person by operation of law.

9.2. Until title to the Goods passes, the Purchaser will keep the Goods free from any charge, lien or other encumbrance.

9.3. Until title to the Goods passes, the Purchaser will:

10. REGISTRATION OF SECURITY INTEREST

10.1. The Purchaser as Grantor grants to Lyka Smith, a security interest(s) in the Goods under the Personal Property Securities Act 2009 (Cth). If applicable, this security interest(s) will be a purchase money security interest(s).

10.2. The Purchaser and Grantor (if different) acknowledge that Lyka Smith may register the said security interest(s) in the Goods, at its discretion.

10.3. Each order supplied by Lyka Smith that involves consignment stock, loan stock, and goods on credit terms is acknowledged by the Purchaser as constituting a Security Agreement under the PPSA. Lyka Smith has the right to register its Security Interest against the Goods and any proceeds arising from the sale of the Goods as a PMSI on the PPSR.

10.4. The Purchaser must promptly sign any documents and provide accurate and up-to-date information as reasonably required by Lyka Smith for the purposes of registration on the PPSR and must take all necessary steps to facilitate such registration.

10.5. Where the PPSA applies to action taken by Lyka Smith in relation to the goods, the Purchaser agrees to the exclusion of sections 120, 125, 142, and 143 from applying to the Security Agreement created by these terms. Additionally, the Purchaser waives their rights to receive various notices and statements under the PPSA, specifically under sections 95, 118(1)(b), 121(4), 123(2), 130, 132(3)(d), 132(4), and 135, including any right to receive a Verification Statement.

11. WARRANTIES

11.1. Lyka Smith warrants all Goods sold by it will be in accordance with the relevant manufacturer’s specifications.

11.2. Lyka Smith’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 for 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.

11.3. Lyka Smith will, at its option will:

11.3.1. repair or replace any defective Goods or parts thereof with a new or remanufactured equivalent during the Warranty Period at no charge to the Purchaser for parts or labour; or

11.3.2. take such other remedial action as Lyka Smith considers appropriate to address the issue.

11.4. The Warranty Period for the Goods is not renewed or extended if Lyka Smith provides a replacement or repairs any defective Goods. Any replacement or repair provided under warranty continues under the terms of the original Warranty Period based on the initial purchase date of the Goods.

11.5. The warranty described in this clause 11 will be the sole and exclusive warranties granted by Lyka Smith and will be the sole and exclusive remedy available to the Purchaser in addition to the rights and remedies of the Purchaser under a law in relation to the Goods to which this warranty relates.

11.6. All implied warranties are limited to the Warranty Period.

11.7. No other person or entity is authorised to make any warranties other than those described in this clause 11, or to extend the duration of any warranties beyond the Warranty Period on behalf of Lyka Smith.

11.8. Correction of defects during the Warranty Period will constitute complete fulfillment of all liabilities and responsibilities of Lyka Smith to the Purchaser with respect to the Goods and will constitute full satisfaction of all claims, whether based on contract, negligence and strict liability otherwise. In no event will Lyka Smith be liable, or in any way responsible, for any damages or defects in the Goods which were caused by repairs or attempted repairs performed by anyone other than Lyka Smith or an authorised service provider.

11.9. This warranty does not apply to any appearance of the supplied Goods nor to any supplied Goods the exterior to which has been damaged or defaced, which has been subjected to misuse, abnormal service or handling, or which has been modified or altered in design or construction. In addition, the warranty coverage does not apply to defects caused by the supplied Goods being subjected to the following; unauthorised modifications or connections, unauthorised opening or repair, repair by use of unauthorised parts, accident, force majeure, or other acts beyond the reasonable control of Lyka Smith.

11.10. This warranty does not cover death or injury to persons resulting from any cause other than proven negligence of Lyka Smith, its employees or representatives.

11.11. In order to enforce the rights under this warranty, the Purchaser must provide proof of purchase to Lyka Smith. The proof of purchase must state the date of the purchase, provide a description of the Goods and the price paid for the Goods.

11.12. A claim made by a Purchaser should be made in writing to Lyka Smith along with the proof of purchase. The costs of transportation of the Goods will be borne by the Purchaser. If the claim is valid Lyka Smith will reimburse the Purchaser for the costs of transportation of the Goods.

11.13. To the extent that the Purchaser is considered a Consumer under the Australian Consumer Law, then the following statement applies, “Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are 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.”

12. EXCLUSION OF LIABILITY

12.1. To the maximum extent permitted by law, Lyka Smith’s liability for breach of a condition or warranty given by Lyka Smith or implied by operation of or guarantee under the Competition and Consumer Act 2010 (Cth) is limited to:

12.2. Except as provided in these Terms, Lyka Smith will not be liable or in any way responsible for incidental or consequential, economic or property damage, except where Lyka Smith is in breach of the guarantees provided to the Purchaser in accordance with the Australian Consumer Law, or applicable legislation from time to time provided always that nothing in this clause or elsewhere in these Terms will adversely affect the rights of the Purchaser under relevant legislation.

13. INDEMNITY AND INSURANCE

13.1. The Purchaser agrees to assume all risks associated with the use of the Goods and shall ensure that the Goods are used strictly in accordance with any applicable instructions, guidelines, and maintenance requirements provided by Lyka Smith.

13.2. The Purchaser shall indemnify and hold harmless Lyka Smith, its affiliates, officers, agents, and employees from any claims, liabilities, losses, damages, costs, and expenses, including reasonable attorney’s fees, arising out of or in connection with the Purchaser’s negligent use of the Goods, any injury, damage or loss to property or persons caused by the Goods, except to the extent that such is directly attributable to Lyka Smith’s negligence or wilful misconduct.

13.3. The Purchaser is responsible for obtaining adequate insurance to cover any potential liability or loss related to the use of the Goods, and upon request, shall provide evidence of such insurance to Lyka Smith.

14. RETURNS AND EXCHANGES

14.1. The Purchaser must inspect the Goods as soon as is reasonably practicable after delivery.

14.2. The Purchaser must contact Lyka Smith to obtain prior authorisation for any returns. Returns without such authorisation will not be accepted.

14.3. Goods must be returned in their original condition, including any packaging, where feasible. The Purchaser is responsible for ensuring that the Goods are appropriately packaged to prevent damage during their return.

14.4. The Purchaser is responsible for the cost of returning the Goods unless the return is due to an error on Lyka Smith’s part or a breach of statutory guarantees under the Australian Consumer Law. In such instances, Lyka Smith will bear reasonable shipping costs.

14.5. The Purchaser retains responsibility for the Goods during return transit until such Goods are physically received by Lyka Smith.

14.6. Upon receipt and verification of the returned Goods’ condition, Lyka Smith may, at its discretion, replace the Goods, repair the defect, or provide a refund or credit to the Purchaser.

14.7. For further information, refer to Lyka Smith’s Return and Exchange Policy.

15. CANCELLATION OF ORDERS

15.1. No Order can be cancelled or deferred without the prior written consent of Lyka Smith.

15.2. Lyka Smith reserves the right to cancel any order at any time prior to dispatch for reasons including, but not limited to:

15.3. In the event of a cancellation by Lyka Smith, the Purchaser will be notified, and any payments made by the Purchaser for the cancelled order will be fully refunded.

15.4. Special consideration is given to orders for custom-made or patient-specific Goods, which due to their bespoke nature cannot be cancelled once production has commenced. The Purchaser acknowledges that cancellation of such orders may incur costs, which Lyka Smith reserves the right to recover from the Purchaser.

15.5. For any order cancelled by the Purchaser and approved by Lyka Smith, refunds or credits will be issued to the Purchaser, subject to deductions for any costs that Lyka Smith has already incurred in the preparation of the order.

16. FORCE MAJEURE

Lyka Smith will not be liable for any failure to carry out an obligation under the Terms to the extent that the failure was caused by events or circumstances beyond its reasonable control (“Force Majeure Event”) including, but not limited to, acts of God, fire, accident, natural disasters, pandemic, interruptions to energy supply, strike, riot, civil commotion or war (whether declared or not), government actions, or any other similar events.

While Lyka Smith will do all things reasonably necessary to mitigate the effect of the Force Majeure Event on the performance of its obligations, it may cancel or defer Orders at its sole discretion. In a Force Majeure Event, Lyka Smith will endeavor to provide notice to the Purchaser which sets out in reasonable detail the nature of the Force Majeure Event and the steps taken to mitigate its effect.

17. PRIVACY

17.1. Lyka Smith is part of the Device Technologies Australia Group. All transactions will be governed by Lyka Smith’s privacy policy, which can be found at https://lykasmith.com/privacy-policy/, and the Group Privacy Policy, which can be viewed at https://www.device.com.au/privacy-policy.

17.2. The Purchaser must comply with all applicable laws which apply to the collection, use and disclosure of personal information including, but not limited to, obtaining and recording relevant patient consent for personal information to be disclosed to Lyka Smith or to an offshore entity for the provision of technical support services.

17.3. Lyka Smith will only ask for and use personal information reasonably necessary for or directly related to Lyka Smith’s functions and activities as a provider of medical devices.

17.4. When a Purchaser visits the Website, the web server automatically logs certain non-personally identifiable data about the visit.

17.5. Lyka Smith uses software to measure and audit activity on the Website.

17.6. The Purchaser may contact Lyka Smith’s Privacy Officer at [email protected] to find out what information Lyka Smith has collected.

17.7. Lyka Smith will not provide the Purchaser’s personal information to third parties without the Purchaser’s prior written consent.

18. MODIFICATION

Lyka Smith may modify the Terms from time to time in our sole discretion by updating the Terms on this Website. The “Modified” date at the top of these Terms will indicate when the latest changes were made. An Order which occurs following the posting of a new version constitutes acceptance of the version currently in effect.

Lyka Smith may modify the Terms from time to time in our sole discretion. Any modifications will take effect on the earlier of:

An Order which occurs following either of these events constitutes acceptance of the version currently in effect. All modifications must be authorised by an official representative of Lyka Smith.

19. GOVERNING LAW

These Terms are governed by and will be construed in accordance with the laws of New South Wales. Any legal action or proceeding against Lyka Smith shall be brought exclusively in the courts of New South Wales and of the Commonwealth of Australia, and the Purchaser agrees to submit to the personal and exclusive jurisdiction of such courts.

20. LEGISLATION

These Terms are governed by Australian law, including but not limited to the Therapeutic Goods Act 1989 (Cth) Personal Property Securities Act 2009 (Cth), Competition and Consumer Act 2010 (Cth) and the Privacy Act 1988 (Cth) (“Acts”), as amended from time to time. Any capitalised words, used in these Terms, but not defined in these Terms will take on the meaning of such defined words in the Acts and if not defined in the Acts, then its ordinary meaning.

Lyka Smith and the Purchaser must comply with the relevant laws and further assist in any investigation or audit as relevant to or in connection with these Terms, including, but not limited to the legislative requirements in the; Modern Slavery Act 2018 (Cth); Privacy Act 1988 (Cth); and Medical Technology Industry – Code of Practice Edition 13 available at https://www.mtaa.org.au/code-of-practice.

21. SEVERANCE

If any of these Terms are held by a Court of competent jurisdiction to be invalid or otherwise unenforceable, that provision will be severed from the Terms and the remainder of these Terms will continue to be effective and valid notwithstanding such severance.