Business terms:
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business terms
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Definitions
1. ‘Products’ means the products you have ordered as defined in the purchase order. 2. ‘Services’ means the training, online and applications technical support, service maintenance and call out technical service we provide and which are included in the purchase order. 3. ‘You’ means the person or entity to which we provide our Products and Services. 4. ‘Us’, ‘our,’‘we’ means ESL Biosciences (Australia) 2012 Pty Ltd ABN 75 158 994 284. General 5. These terms of trade are incorporated into all contracts for the supply of Products and Services by us to you. They supersede any previously issued terms of trade. 6. By using our Products and Services you warrant that you have had sufficient opportunity to read these terms of trade and you have accepted and will comply with these terms of trade. 7. Any waiver by us of any of these terms of trade shall be limited to the particular instance and shall not operate or be taken to operate as a future waiver of any of these terms. 8. If any part of these terms of trade is invalid or unenforceable, it is excluded. The remainder of the terms of trade continue in full force. Price 9. The price payable for the Products and Services is the total price specified in the purchase order plus any freight charges specified in the purchase order, lease agreement or contract for supply. Prices and freight charges are subject to change without notice. 10. All prices in our proposal, contracts for supply and rental and lease agreements are exclusive of GST. GST is charged in addition to the price and calculated by multiplying the consideration for the taxable supply by the GST rate from time to time. Payment Terms 11. You must pay the amount specified in an invoice in full within 30 days of the date of the invoice unless we agree otherwise in writing. Payment must be made by electronic funds transfer into our nominated bank account. 12. If you do not pay us the invoiced amount in full within the time stipulated in the invoice we may submit the invoice to a collection agency or to our lawyers. If we do, you agree that we may recover the outstanding amount specified in the invoice including interest, our legal costs and other expenses incurred in attempting to recover the debt including any fees and commissions or other amounts we pay to any collection agency to act on our behalf. 13. Where we make individual deliveries of Products or Services or deliveries in installments, you may be invoiced separately for each delivery, in which case, you agree to pay each invoice according to its terms. Delivery 14. Orders for Products are accepted by us subject to availability of stock and may be delivered in two or more installments. We have no liability for any loss of trade or profit to you as a result of delay in delivery or delivery of incorrect or faulty Products or delivery of the wrong quantity of Products. We have no liability for any loss of trade or profit to you as a result of delay in delivery or delivery of incorrect or faulty Services. 15. Products will be dispatched for delivery within 24 hours of receipt of the purchase order where orders are received on Monday to Thursday. Orders received on Fridays will be dispatched for delivery on the following Monday. If the order received on a Friday is urgent, we will arrange delivery into your store for Saturday. 16. Delivery of the Products will be made to you at the address specified in the purchase order and in accordance with any reasonable delivery instructions specified in it. Risk in any Product passes to you upon delivery under this clause. Title to any Product passes to you on payment of our invoice in full. 17. Time is not of the essence for delivery of Products or Services and our liability for incorrect delivery or failure to deliver is limited to the replacement of the Products or Services or, at our option, a refund of the amount you have paid us for the Products or Services to which your claim relates. Loss or Damage in Transit 18. Claims for damage or partial delivery or complete loss of consignment must be notified to us within 30 days of the date of invoice. Restricted Use 19. You are not permitted to copy, reproduce, transmit electronically or otherwise use our Services in whole or in part in order to re-sell the Products or any part of the Products, whether in original form or amended in any way. Notices 20. Notices sent by you must be sent by email to us at the email address on the purchase order. The notice must state your name and purchase order number if applicable. Notices sent by us will be sent to your last known email address. Unforeseen Events 21. We may suspend or cancel delivery of any Products or Services in the event of any delay or non performance due directly or indirectly to wars, terrorism, protests, riots, blackouts, loss of internet connection, strikes, lockouts, delays or defaults of manufacturers or suppliers, act of God or any other cause beyond our reasonable control. Acknowledgement 22. You acknowledge that you enter into these terms of trade freely and voluntarily based upon your own information and you do not enter into these terms of trade as a result of or in reliance on any promise, representation, advice, statement or information of any kind given or offered to you by or on behalf of any of us whether in answer to any inquiry or not. Our Liability 23. To the extent permitted by law, liability under any custom, condition, warranty or consumer guarantee that cannot legally be excluded is limited to, in the case of Products: a. the replacement of the Products or the supply of equivalent Products; b. the repair of the Products; c. the payment of the cost of replacing the Products or of acquiring equivalent Products; or at our option d. the payment of the cost of having the Products repaired; and in the case of Services: e. the supplying of the Services again; or at our option f. the payment of the cost of having the Services supplied again to which your claim relates. All Products and Services including any manuals, technical data sheets, repair and maintenance and software upgrades are provided to you without warranties of any kind, either express or implied, and we expressly disclaim all warranties of any kind including but not limited to implied warranties of inter-operability, merchantability and fitness for a particular purpose. 24. If you are a consumer as defined in the Australian Consumer Law, we guarantee that the Products and Services we supply to you are: a. rendered with due care and skill; b. fit for the purpose that we advertise or that you have told us you are acquiring the Products and Services for, or for a result which you have told us you wish the Products and Services to achieve, unless we consider and disclose that this purpose is not achievable; and c. will be supplied within a reasonable time. To the extent we are unable to exclude liability, our total liability for loss or damage you suffer or incur from our Products and Services is limited to, in the case of Products: d. the replacement of the Products or the supply of equivalent Products; e. the repair of the Products; f. the payment of the cost of replacing the Products or of acquiring equivalent Products; or at our option g. the payment of the cost of having the Products repaired; and in the case of Services: h. the supplying of the Services again; or at our option i. the payment of the cost of having the Services supplied again to which your claim relates. Indemnity 25. You are liable for and agree to indemnify, defend and hold us harmless for and against any and all claims, costs, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from: a. any information that is not accurate, up to date or complete or is misleading or a misrepresentation including any information in your purchase order; b. any breach of these terms of trade; and c. any misuse of the Products or Services; from or by you, your employees, contractors or agents. You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of our Products and/or Services including but not limited to disputes, complaints, investigations, mediations or litigation that arises out of or relates to incorrect information you have given us. The obligations under this clause will survive termination of these terms of trade. Disputes 26. If a dispute arises between us and you, each party must appoint a person with authority to make decisions on behalf of that party to represent the party in all communications for resolution of the dispute. Within seven days of a party notifying the other party that there is a dispute, the representatives of each party must meet in person or by telephone or audio visual means to resolve the dispute. If the dispute cannot be resolved within 14 days after that meeting, either party may ask the Australian Mediation Association to appoint a mediator and conduct a mediation in Sydney as expeditiously as possible. Neither party may commence legal proceedings until all reasonable attempts to mediate the dispute have been completed. Choice of Law 27. These terms of trade are governed by the laws of New South Wales, Australia and the parties submit to the non exclusive jurisdiction of its Courts. |
Definitions
1. ‘Products’ means the products you have ordered as defined in the purchase order. 2. ‘Services’ means the training, online and applications technical support, service maintenance and call out technical service we provide and which are included in the purchase order. 3. ‘You’ means the person or entity to which we provide our Products and Services. 4. ‘Us’, ‘our,’‘we’ means ESL Biosciences (New Zealand) Ltd NZBN 9429038757860. General 5. These terms of trade are incorporated into all contracts for the supply of Products and Services by us to you. They supersede any previously issued terms of trade. 6. By using our Products and Services you warrant that you have had sufficient opportunity to read these terms of trade and you have accepted and will comply with these terms of trade. 7. Any waiver by us of any of these terms of trade shall be limited to the particular instance and shall not operate or be taken to operate as a future waiver of any of these terms. 8. If any part of these terms of trade is invalid or unenforceable, it is excluded. The remainder of the terms of trade continue in full force. Price 9. The price payable for the Products and Services is the total price specified in the purchase order plus any freight charges specified in the purchase order, lease agreement or contract for supply. Prices and freight charges are subject to change without notice. 10. All prices in our proposal, contracts for supply and rental and lease agreements are exclusive of GST. GST is charged in addition to the price and calculated by multiplying the consideration for the taxable supply by the GST rate from time to time. Payment Terms 11. You must pay the amount specified in an invoice in full by the 20th of the month following the date of the invoice unless we agree otherwise in writing. Payment must be made by electronic funds transfer into our nominated bank account. 12. If you do not pay us the invoiced amount in full within the time stipulated in the invoice we may submit the invoice to a collection agency or to our lawyers. If we do, you agree that we may recover the outstanding amount specified in the invoice including interest, our legal costs and other expenses incurred in attempting to recover the debt including any fees and commissions or other amounts we pay to any collection agency to act on our behalf. 13. Where we make individual deliveries of Products or Services or deliveries in installments, you may be invoiced separately for each delivery, in which case, you agree to pay each invoice according to its terms. Delivery 14. Orders for Products are accepted by us subject to availability of stock and may be delivered in two or more installments. We have no liability for any loss of trade or profit to you as a result of delay in delivery or delivery of incorrect or faulty Products or delivery of the wrong quantity of Products. We have no liability for any loss of trade or profit to you as a result of delay in delivery or delivery of incorrect or faulty Services. 15. Products will be dispatched for delivery within 24 hours of receipt of the purchase order where orders are received on Monday to Thursday. Orders received on Fridays will be dispatched for delivery on the following Monday. If the order received on a Friday is urgent, we will arrange delivery into your store for Saturday. 16. Delivery of the Products will be made to you at the address specified in the purchase order and in accordance with any reasonable delivery instructions specified in it. Risk in any Product passes to you upon delivery under this clause. Title to any Product passes to you on payment of our invoice in full. 17. Time is not of the essence for delivery of Products or Services and our liability for incorrect delivery or failure to deliver is limited to the replacement of the Products or Services or, at our option, a refund of the amount you have paid us for the Products or Services to which your claim relates. Loss or Damage in Transit 18. Claims for damage or partial delivery or complete loss of consignment must be notified to us within 30 days of the date of invoice. Restricted Use 19. You are not permitted to copy, reproduce, transmit electronically or otherwise use our Services in whole or in part in order to re-sell the Products or any part of the Products, whether in original form or amended in any way. Notices 20. Notices sent by you must be sent by email to us at the email address on the purchase order. The notice must state your name and purchase order number if applicable. Notices sent by us will be sent to your last known email address. Unforeseen Events 21. We may suspend or cancel delivery of any Products or Services in the event of any delay or non performance due directly or indirectly to wars, terrorism, protests, riots, blackouts, loss of internet connection, strikes, lockouts, delays or defaults of manufacturers or suppliers, act of God or any other cause beyond our reasonable control. Acknowledgement 22. You acknowledge that you enter into these terms of trade freely and voluntarily based upon your own information and you do not enter into these terms of trade as a result of or in reliance on any promise, representation, advice, statement or information of any kind given or offered to you by or on behalf of any of us whether in answer to any inquiry or not. Our Liability 23. To the extent permitted by law, liability under any custom, condition, warranty or consumer guarantee that cannot legally be excluded is limited to, in the case of Products: a. the replacement of the Products or the supply of equivalent Products; b. the repair of the Products; c. the payment of the cost of replacing the Products or of acquiring equivalent Products; or at our option d. the payment of the cost of having the Products repaired; and in the case of Services: e. the supplying of the Services again; or at our option f. the payment of the cost of having the Services supplied again to which your claim relates. All Products and Services including any manuals, technical data sheets, repair and maintenance and software upgrades are provided to you without warranties of any kind, either express or implied, and we expressly disclaim all warranties of any kind including but not limited to implied warranties of interoperability, merchantability and fitness for a particular purpose. 24. If you are a consumer as defined in New Zealand Consumer Law, we guarantee that the Products and Services we supply to you are: a. rendered with due care and skill; b. fit for the purpose that we advertise or that you have told us you are acquiring the Products and Services for, or for a result which you have told us you wish the Products and Services to achieve, unless we consider and disclose that this purpose is not achievable; and c. will be supplied within a reasonable time. To the extent we are unable to exclude liability, our total liability for loss or damage you suffer or incur from our Products and Services is limited to, in the case of Products: d. the replacement of the Products or the supply of equivalent Products; e. the repair of the Products; f. the payment of the cost of replacing the Products or of acquiring equivalent Products; or at our option g. the payment of the cost of having the Products repaired; and in the case of Services: h. the supplying of the Services again; or at our option i. the payment of the cost of having the Services supplied again to which your claim relates. Indemnity 25. You are liable for and agree to indemnify, defend and hold us harmless for and against any and all claims, costs, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from: a. any information that is not accurate, up to date or complete or is misleading or a misrepresentation including any information in your purchase order; b. any breach of these terms of trade; and c. any misuse of the Products or Services; from or by you, your employees, contractors or agents. You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of our Products and/or Services including but not limited to disputes, complaints, investigations, mediations or litigation that arises out of or relates to incorrect information you have given us. The obligations under this clause will survive termination of these terms of trade. Disputes 26. If a dispute arises between us and you, each party must appoint a person with authority to make decisions on behalf of that party to represent the party in all communications for resolution of the dispute. Within seven days of a party notifying the other party that there is a dispute, the representatives of each party must meet in person or by telephone or audio visual means to resolve the dispute. If the dispute cannot be resolved within 14 days after that meeting, either party may ask the New Zealand Mediation Institute to appoint a mediator and conduct a mediation in Auckland as expeditiously as possible. Neither party may commence legal proceedings until all reasonable attempts to mediate the dispute have been completed. Choice of Law 27. These terms of trade are governed by the laws of New Zealand and the parties submit to the non exclusive jurisdiction of its Courts. |
