TERMS AND CONDITIONS OF SALE BETWEEN TOTAL LAB SYSTEMS LIMITED
(“the Company”) AND YOU (“the Customer”)
The Customer agrees to adhere to the Terms and Conditions of this Agreement which apply to all Sales between the Customer and the Company unless varied in writing to the contrary.
The Customer agrees that it is not entitled to any credit facilities unless accepted by the Company in the entire discretion of the Company.
a) Unless otherwise stated, all prices (“Price”) detailed by the Company are in New Zealand dollars and exclusive of Goods and Services Tax and bank charges/customs fees/insurance/freight/handling charges and other relevant costs. Where applicable the Customer shall pay these charges in addition to the Price.
b) The Price may be revised by the Company subsequent to accepting an offer in the event of any occurrence affecting the cost of supply, delivery or production caused by any matter beyond the control of the Company. In that event the Company shall notify the Customer as soon as it is able to.
c) In the event of the Company accepting the cancellation of an order, the Company can require the Customer to pay a cancellation fee equivalent to the costs, including administrative costs, incurred by the Company as a result of such cancellation. The Company has complete discretion whether or not to accept cancellation of an order for supply by the Customer after it has been made.
d) Prices detailed are subject to variation in foreign exchange rates relative to the NZ Dollar from the date of the order to the date of payment of any overseas supplier by the Company. Accordingly unless a fixed price is agreed in writing by the Company for a particular order or shipment the Price may vary, after the order is placed and accepted, and if so the Company shall notify the Customer as soon as it is able to.
Delivery - The risk in all products supplied shall pass to the Customer on completion of delivery. Delivery is deemed to occur when products leave our Company premises but we retain all title in the products until they are paid for in full.
Damaged Shipments - It is the Customer’s responsibility to inspect each shipment upon receipt. If any external damage is noticed, accept the shipment only after the driver has noted the damage on both his and your copies of the delivery receipt and you as Customer have requested an inspection by the carrier. Keep all containers and packing material for inspection. If, upon opening a shipment, you find a shortage or damage, you as Customer must immediately notify us in writing giving full particulars, and you must request inspection by the carrier within 24 hours of delivery or you will be deemed to relinquish your right to make a claim. The Company reserves the right to itself inspect (or have an agent do so) or repair a damaged product, where applicable, before replacement or credit is determined. No claim for damage or short delivery, or incorrect supply will be accepted unless full particulars are notified in writing to the Company, strictly within 7 days of receipt of same by the Customer, and where the Company has requested photographs of the relevant items from the Customer, unless photos of the items concerned are sent via email to the Company promptly when requested.
a) All accounts are to be settled in full no later than the 20th day of the month following invoice.
b) All overdue amounts will incur interest at the rate of 2% per month or part thereof, on a daily basis from the due date for payment until the time of actual payment. This provision for late payment interest by the Customer is without prejudice to and in addition to all other rights and remedies the Company has at law for the default by the Customer, including without limitation, the ability to recover damages, the right to suspend delivery of further orders or to require that all further delivery of product ordered is either prepaid or paid for on a cash on delivery basis.
c) The Customer shall not withhold payment, or make any deductions or set off from the Price without the prior written consent of the Company which it may refuse in its complete discretion.
d) Any expenses, cost or disbursements incurred by the Company in recovering or attempting to recover any outstanding monies due to the Company including debt collection agency fees, and /or legal fees and disbursements on a full indemnity basis, shall be recoverable from the Customer.
e) The Company shall be entitled without notice to terminate any credit arrangements with the Customer in the event of the Customer defaulting in any of these Terms and Conditions. .
f) The Company shall be entitled at any stage during the continuance of this Agreement, to request such security from the Customer or the Customers banker as the Company shall in its discretion think fit and shall be entitled to withhold supply of any goods or credit arrangements until such security or additional security shall be obtained to its complete satisfaction.
g). The Customer hereby acknowledges that the title in all goods supplied by the Company shall remain the property of the Company until the Company receives payment in full for same. Until payment aforesaid, the Customer shall be required to store the goods in such a way as to ensure that they clearly are and remain the property of the Company and upon delivery to the Customer the goods shall be held by the Customer as Bailee for the Company. In the event of the Customer defaulting in any of the Terms of this Agreement including payment of any monies due under this Agreement, then the Company shall have the right (without giving notice) to retake possession of the goods supplied to the Customer by the Company. In that event the Customer hereby irrevocably authorises and allows the Company or its representative, servant, agent or employee to enter the premises upon which the goods are housed or stored for the purpose of retaking possession of same and the Company shall not be liable for any costs, losses, damages or expenses or any other monies or losses suffered by the Customer as a result of the Company retaking possession of the goods.
The Customer agrees that where the Customer is registered in a country which has legal provision for registration of either a chattels mortgage, or the like, or a public register of security interests claimed in goods or chattels, then the Company may and is expressly authorized to register its security interest and reservation of title in respect of all goods supplied on credit or deferred payment terms to the Customer. This provision includes the right of the Company to register a financing statement under the New Zealand Personal Property Securities Act 1999, or any amending or substitute legislation and to register notice of its security interest under the New Zealand Personal Property Security Register.
Dimensions And Specification:
Dimensions and specifications obtained or referred to in the contract or in any catalogues or other publications maintained or issued by the Company are indicative and approximate only. Unless otherwise expressly agreed in writing beforehand, or at the time of an order being accepted, it is not a term or condition of the contract of supply that the goods will correspond fully with such dimensions and specifications, or any other description of them and customary or reasonable tolerances or differences shall be allowed and be acceptable.
Goods and Product
For the purpose of this agreement the words “goods” and “product” shall mean and include all goods, product, chattels, and all charges for work and labour done, hire charges, fees, service charges, repairs, materials, insurance charges of whatsoever nature, associated with the supply, manufacture, construction, or repair of the goods supplied to the Customer and all the Terms and Conditions of this agreement shall relate to any goods and product supplied.
It should be noted that the Company does not insure any consignments and insurance is always the
responsibility of the purchaser.
To the maximum extent permitted by law, the Company hereby disclaims all warranties or guarantees other than those set out below, with respect to the subject matter of these terms and conditions and any supply or individual contract arising from them, whether statutory, written, oral, express or implied including, without limitation, any warranty of merchantability, correspondence with description, suitability or fitness for a particular purpose, other than those expressly set out in these Terms and Conditions.
The return of any goods must first be agreed in writing on a case by case basis with the Company. If a return is accepted all returns will be subject to a 20% restocking charge. For return of goods not previously agreed in writing to be due to Company error, all freight charges and any importation duty or customs charge of the like are the responsibility of the Customer. To ensure proper credit, each return of goods must include the following information:
· Customer Name and Address
· Purchase Order Number
· TOTAL LAB SYSTEMS Shipping Order Number
· Date of Invoice
· Catalogue Number of Returned Item(s)
· TOTAL LAB SYSTEMS Return Authorization Number
· Reason for Return
Products not authorised for return are:
Product not in resalable condition (including products with damaged, missing or defaced labelling or packaging)
Instruments or apparatus that have been used or are without the original packaging
· Chemicals, reagents, diagnostics, sterile or any controlled products (unless it is accepted that products do not meet specification)
· Refrigerated products or other perishables
· Products which are not inventoried by Total Lab Systems and are not able to be returned to the manufacturer
· Products purchased on a special order basis
· Products not purchased from Total Lab Systems
· Products with an expired shelf life or an expiration date too short for resale
· Discontinued products
Each return shipment of hazardous materials must be packed and labelled in accordance with applicable regulations applying to transportation of hazardous materials. Shipping documents must also meet applicable transportation regulations. When necessary, the Customer shall include with each return shipment of equipment, a certification from an authorized representative of the Customer that the equipment was properly decontaminated in accordance with current regulations and other recommended guidelines. The product should be shipped to the indicated service centre and the transportation charges prepaid. To ensure prompt handling, the return authorization number should be placed on the outside of the package.
Limitation of Liability
Except in relation to non-excludable conditions, in no event shall the Company have any obligation or liability for any exemplary, punitive, incidental, indirect, special or consequential damages (including but not limited to economic loss, loss of profits, use or goodwill), whether based on contract, tort (including negligence), strict liability, or any other theory or form of action in connection with these terms and conditions, even if the Company has been previously advised of the possibility thereof. The total liability of the Company (including its subcontractors and agents), if any, for damages relating to any products sold under this agreement shall be limited to the price paid for such product(s) and the total liability of the Company (including its subcontractors, officers and agents), if any, for damages relating to any services provided under this agreement shall be limited to any fees actually paid for the service giving rise to such claim.
The liability of the Company under the limited product warranties does not extend to any products which are abused, altered or misused by the Customer or any other persons or entities or which become defective or non-conforming through the actions or inaction of the Customer or any other persons or entities. A defective or non-conforming product is defined only as a product which is outside of the manufacturer's defined specifications, and shall not include products that fail to meet any fitness of use by Customer or any unique Customer operating conditions or applications.
Each party (a "Recipient") shall maintain in confidence, not disclose to any third party, and not use, except for the specific purpose of performing under this agreement, all proprietary information furnished to it by the other party (a "Discloser") or any Discloser affiliate in connection with this Agreement, or derived from the Discloser or any Discloser Affiliate in performance of this Agreement, and shall return to the Discloser or a Discloser Affiliate, upon request, all copies (then in Recipient's possession) of documents and other tangible media furnished by or derived from Discloser or such Discloser Affiliate, respectively, in connection with the performance of this Agreement. The Recipient shall inform its employees, agents, and representatives of these obligations and shall require them to assume equivalent obligations.
(a) Termination - This agreement may be terminated by either party for convenience at any time upon reasonable written notice delivered to the other party, in any event not less than 30 days’ notice shall be given. In the event of any termination or expiration of this agreement, the Customer shall be billed immediately for products shipped through the effective date of such termination or expiration, and the Customer shall pay the invoiced amount immediately upon receipt of such invoice.
(b) Force Majeure - In the event either party is prevented in whole or in material part from performing its obligations under this Agreement solely as a result of force majeure, upon the prompt giving of notice to the other party detailing such force majeure event and its anticipated duration, the obligations of the party so prevented shall be excused during such period of delay, and such party shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as possible. If a force majeure event continues for a period of more than two months after notification then either party may cancel this agreement.
(c) Merger, Modification, Waiver - No amendment, modification or waiver of these terms shall be binding on either party unless reduced to writing and signed by an authorized officer of the party to be bound, and in the case of a waiver, shall be effective only in the specific instance and for the specific purpose for which given, and shall not be construed as a waiver of any subsequent breach. The failure of either party to enforce at any time or for any period of time any of the provisions of this agreement shall not be construed as a waiver of such provisions or of the right of such party thereafter to enforce each and every such provision. No course of dealing, usage of trade or course of performance shall supplement, explain or amend any term, condition or instruction of this agreement, or any shipment of products under it.
(d) Applicable Law - All orders, sales and these terms and conditions shall be governed by the laws of New Zealand, excluding conflict of law rules. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New Zealand.
The Privacy Act 1993 shall apply to the information that all Customers provide to the Company and on the Website for our Company.
Users of this website expressly authorise the Company to collect and store information provided by them for the purposes of the Website, the services, maintaining and improving the Website’s business and functionality, maintaining and improving any of the Website’s newsletters and communication systems, the Company’s research and business analysis, and where required to comply with any legal obligations on the Company.
A Customer may request access to any information held by the Company about them, and may request the opportunity to update or correct that information.
Every user consents to the Company and/or the Website uploading ‘cookies’ onto their computer for the purposes of the Website and the services and for the Company’s information and data gathering purposes.