Terms and Conditions

Advance Diagnostics NZ Ltd Terms & Conditions for Sale of Goods

  1. Definitions

1.1          In these Terms:

“Seller” means Advance Diagnostics NZ Ltd;

“Buyer” means the organisation or person who buys Goods;

“Goods” means the articles to be supplied to the Buyer by the Seller; “Terms” means these terms and conditions of sale

  1. General

2.1.         These Terms and Conditions shall apply to sales of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.

2.2.      Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

  1. Price and Payment

3.1.      The price are published Recommended Retail Price and are subject to change without notice.

3.2.      Credit terms may be offered subject to satisfactory credit vetting of the Buyer by the Seller. The offer of credit will be at the sole discretion of the Seller.

3.3.         Where credit is offered payment of the price and GST and any other applicable costs shall be due within 30 days of the date of the invoice supplied by the Seller, unless otherwise agreed in writing. In cases where credit is not offered payment will be required before release of goods by the Seller.

3.4.           If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:

3.4.1. require payment in advance of delivery in relation to any Goods not previously delivered;

3.4.2. refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery.

  1. Description

4.1.         Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.

  1. Sample

5.1.      Any display product or sample inspected by the Buyer is solely for the Buyer’s convenience and does not constitute a sale by sample.

  1. Delivery

6.1.           Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on, or as close as possible to the date required by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

6.2.If the Seller is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.

6.3.       Any damages, shortages, over deliveries and duplicated orders should be reported to the Seller within 2 days of signed receipt to enable replacement or refund.

  1. Risk

7.1.       Risk in the Goods shall pass to the Buyer upon receipt of the goods. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.

  1. Title

8.1.       Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.

  1. Return of Unused Goods

9.1.       All goods are sold on a firm sale basis, i.e. the Seller will not take back any goods not required or sold by the Buyer, unless otherwise agreed, in which case the following terms apply.

9.2.       Any returns must be authorised by a representative of the Seller before any credit will be given.

9.3.       Where the Seller agrees to accept the return of goods that are not damaged the Buyer will be responsible for the cost of carriage and will ensure that they are carefully packaged to avoid any damage in transit. The Seller will not be obliged to accept any goods that are damaged in any way. The Seller will only accept returns that appear in the Sellers current Publication List.

9.4.       Credit of amounts due or paid in will only be given for goods that are in saleable condition.

  1. Cancellation

10.1.     No order may be cancelled, modified or deferred without the prior written consent of the Seller (which is at the Seller’s sole discretion). If such consent is given it is, at the Seller’s election, subject to the Seller being reimbursed all losses, including loss of profits, and paid a cancellation fee (being not less than 20% of the invoice price of the Goods).

  1. Limitation of Liability

11.1.     The Seller is not subject to, and the Buyer releases the Seller from, any liability (including but not limited to consequential loss or damage) because of any delay in delivery or fault or defect in the Goods. The Buyer acknowledges that the Seller is not: (a) responsible if the Goods do not comply with any applicable safety standard or similar regulation; and (b) liable for any claim, damage or demand resulting from such non-compliance.

11.2.     If any statutory provisions under the Trade Practices Act 1974 or any other statute apply to the order or contract between the Seller and the Buyer then, to the extent to which the Seller is entitled to do so, the Sellers’s liability under the statutory provisions is limited, at the Seller’s option, to: (a) replacement or repair of the Goods or the supply of equivalent Goods; or (b) payment of the cost of replacing or repairing the Goods or of acquiring equivalent goods; and in either case, the Seller will not be liability for any consequential loss or damage or other direct or indirect loss or damage.

  1. Warranty

12.1.   All Goods supplied are covered by such warranties as are specified by the manufacturer and supplied subject to the product standards detailed by the manufacturer.

12.2.   On discovery of any defect in the Goods, the Buyer must immediately notify the Seller in writing of such defect. The Buyer must not carry out any remedial work to alleged defective Goods without first obtaining the written consent of the Seller to do so.

12.3.   The provisions of any act or law, if the Consumer Guarantees Act (CGA) applies, these Terms shall be read subject to your rights under the CGA, provided that where you are acquiring Goods or services for business purposes the CGA shall not apply.

12.4.   The Buyer expressly acknowledges and agrees that it has not relied upon, and the Seller is not liable for any advice given by the Seller, its employees, agents or representatives in relation to the suitability for any purpose of the Goods.

  1. Force Majeure

13.1.   The Seller will not be liable for any breach of contract due to any matter or thing beyond the Seller’s control (including but not limited to transport stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion or accident.

13.2.   All goods supplied are covered by such warranties as are specified by Advance Diagnostics NZ Ltd, manufacturer and supplied subject to the product standards detailed by the manufacturer.

  1. Severability

14.1.   If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

  1. Governing Law

15.1.   These Terms will be interpreted in accordance with and governed by the laws of New Zealand and the New Zealand courts will have non-exclusive jurisdiction in respect of all matters between us.