Terms & Conditions

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Please read our full website Terms and Conditions below.

1. CONSUMER GUARANTEES ACT 1993
1.1. Nothing in these Terms and Conditions of Sale shall restrict, negate, modify or limit any of your rights under the Consumer Guarantees Act 1993 where:
1.1.1. The goods you are acquiring are of a kind ordinarily acquired for personal, domestic or house hold use or
consumption; and
1.1.2. You are not acquiring the goods for business purpose.

2. ACCEPTANCE OF ORDERS
2.1. We, Bio Serve NZ Ltd, will only supply you, the customer, with goods on these terms unless we have agreed in writing to different terms.
2.2. You may not:
2.2.1. cancel any order; or
2.2.2. vary any order without our prior approval in writing and acceptance of all terms of the variation, or cancellation of the order.

3. PRICE
3.1. The price of the goods:
3.1.1. Will be our current prices at the date of the delivery unless we have quoted a firm price;
3.1.2. Always exclude GST
3.1.3. May be increased if we incur higher freight, insurance or import charges or higher foreign exchange costs after the order is placed, or if we incur extra cost because you did not provide us with information or licenses by the time we required.
3.1.4. Does not include the cost of delivering to you.
3.2. When we have quoted a firm price and no period of effectiveness is given, then the price will only apply for 30 days from the date of the quote.

4. PAYMENT
4.1. Unless we agree to supply you goods on credit, you must pay cash for all goods before we will deliver the goods to you.
4.2. We may agree to supply you goods on credit subject to the following terms:
4.2.1. You must pay us the price for the goods on or before the due date stated on our invoice accompanying the goods, unless otherwise agreed;
4.2.2. We may withdraw your credit facility at any time without notice;
4.2.3. We may vary the terms of payment at any time without giving you prior notice;
4.2.4. You must complete one of our Credit Applications.
4.2.5. You must pay us the price by the date stated on our invoice to you accompanying the goods, and if no such date is present on our invoice then you must pay us for the goods in full no later than 7 days of the date of our invoice, unless otherwise agreed.
4.3. If you do not pay us in accordance with clause 4.2 we will be entitled to:
4.3.1. Defer supplying you with anymore goods;
4.3.2. Charge you penalty interest on the amount owing to us at the rate of 24% per annum from the time the payment was due;
4.3.3. Treat the contract as having been cancelled by you;
4.3.4. Refuse to honour any express warranties we may give about the goods;
4.3.5. Recover from you (as debut owing to us) all costs incurred by us in recovering any monies owing by you to us, including all legal expenses (on a client/ solicitor basis), debut collection costs, administrative charges,
and/or collection fees as the case may be.
4.4. If we reasonably believe that you will not pay any monies owing to us for any reason, then we may demand from you:
4.4.1. Payment in full of any monies owing to us;
4.4.2. That you will provide us with adequate collateral to secure the payment of all monies owing to us before we commence, or continue to manufacture and/or deliver the goods to you.
4.5. We may in our discretion apply any payments we receive from you towards any indebtedness you may have with us. We are not bound by any conditions or qualifications that you may make in relation to any payments made to us.

5. TITLE AND RISK
5.1. Goods are at your risk as soon as they have been delivered to you;
5.2. We remain owners of the goods we supply you until you have paid in full all amounts that you owe to us for all the goods we have supplied to you;
5.3. While we are the owners of the goods,
5.3.1. you will always keep the goods clearly identified as our property;
5.3.2. we will still own the goods even if you repackage them;
5.3.3. if you mix the goods with other material, we will own a share of the mixture that equals the proportion that the cost of our goods bears to the total cost of materials comprising the mixture;
5.3.4. you may sell the goods only if you keep enough of the sale proceeds to pay us for the goods in a separate bank account in trust for us;
5.3.5. you license us to enter any of your premises during normal business hours to repossess the goods while you owe us money. You cannot revoke this licence.
5.3.6. The fact that we own the goods will not affect our right to sue you for the price if you do not pay us on time. We have no obligation to accept returned goods instead of being paid for them. We have no obligation to do anything to limit any loss we might suffer if you do not pay us on time.

6. DELIVERY
6.1. You are responsible for:
6.1.1. Arranging transportation of the goods from our premises to your premises; and
6.1.2. Paying for all costs incurred relative to the delivery of the goods.
6.2. If the goods are delivered to your premises, or to a carrier nominated by you, or us that shall also constitute delivery of the goods to you.
6.3. We will upon your request, and at your cost, freight the goods to you by whatever method and route we consider to be the most expedient. The cost of freight will be shown separately on our invoice.
6.4. Where you require us to freight the goods to you urgently, we reserve the right to charge you for any additional freighting expenses incurred.
6.5. If you have specified a delivery date, we will try and deliver the goods to you by that date.
However;
6.5.1. we will be entitled to deliver the goods to you after the agreed delivery date or cancel the contract without being liable to you in any way if the delay of delivery is in respect of causes outside our control;
6.5.2. we may deliver the goods to you by instalments in any quantities and each delivery will be a separate contract independent from other deliveries.
6.6. You may not refuse to accept delivery except where we have agreed in writing.

7. EXCLUSIONS AND LIMITATIONS TO OUR LIABILITY
7.1. Where we are permitted by law, we exclude and contract out of all conditions, guarantees and warranties imposed by law with the exception of the specific warranties set out in this agreement. Any specific warranties that we may give to you about the goods will not extend to the goods rendered defective due to:
7.1.1. An accident; or
7.1.2. Fair wear and tear; or
7.1.3. Negligent or improper use, handling, operation or storage; or
7.1.4. Any default on your behalf; or
7.1.5. Unqualified personnel having used or operated the goods or interfered with the goods by way of servicing , maintenance or cleaning; or
7.1.6. Any act outside our control.
7.2. We will not be bound by any representations that we make unless they are in writing.
7.3. We give all technical advice or assistance entirely at your risk.
7.4. We warrant only that the goods comply with our specifications where we are the manufacturer or that they comply with the manufacturer’s specifications where we are not the manufacturer.
7.5. All descriptions of the goods are to only enable their identification and do not mean that the sale of the goods is a sale by description.
7.6. We will not be liable to you for any direct, indirect or consequential loss in respect of the goods or for any delay or failure to supply the goods except where it is due to our gross negligence or wilful default. However, our liability to you in that instance is limited to the amount that we may receive from the
manufacturer if we are not the manufacturer or to the sale price of the goods where we are the manufacturer.
7.7. You will comply with all health and safety laws and regulations and with all of our instructions in regard to the storage, handling and use of the goods or those instructions of the manufacturer and to bring all warnings supplied by us to the attention of all persons who might be at risk from the goods and you will indemnify us for all our costs in respect of claims made against us except where those claims are directly caused by our gross negligence or wilful default.
7.8. To the extent that we are permitted by law, to exclude and contract out of all conditions, guarantees and warranties imposed by law, we will not be liable to you by reason of any representation or implied warranty, condition, or other term or any duty at common law, or under the expressed terms of this Agreement, for any consequential loss or damage (whether for loss of profits or otherwise and whether occasioned by our negligence or the negligence of our employees or agents or otherwise) arising out of or in connection with
any act or omission by us relating to the manufacturer or supply of the goods, their resale by you, or their use by any customer who purchases the goods from you.

8. CLAIMS
8.1. We will at our option replace or give a credit to you for any goods which contain a manufacturing defect if:
8.1.1. You advise us of your claim within 14 days of receiving the goods, quoting the despatch number and/or invoice number where appropriate.
8.1.2. Your claim identifies the manufacturing defect, and the nature of your claim.
8.1.3. You obtain our consent to the return of the goods, prior to returning the goods to us.
8.1.4. The goods are returned to us in the same condition in which they were received by you.
8.1.5. You will pay for the cost of returning the goods.
8.1.6. You will pay our handling fee.
8.2. If you dispute any item or amount contained in any invoice, you must advise us of such a claim within 30 days after receipt of that invoice. If you fail to give us such notice you will be deemed to have accepted the contents of the respective invoice.

9. INDEMINTY
9.1. Where you acquire the goods for the purpose of resupplying them to a customer other than yourself, then it is agreed that you will contract out of the application of the Consumer Guarantees Act 1993 within the contract for the resupply of the goods, where you are reselling the goods to a business.
9.2. If you fail to contract out of the Consumer Guarantees Act 1993 in accordance with clause 9.1 above then you will indemnify us for any damage or expenses that we may incur as a result of any claim being brought against us by a customer who purchases the goods from you, which would have been otherwise barred had you contracted out of the Consumer Guarantees Act 1993.
9.3. You will indemnify us for any liability that we may incur which arises as a consequence of representations made by you about any of the goods which are made otherwise than in accordance with our express specifications and warranties which accompany the product.

10. RETURN OF THE GOODS
10.1. We will only be liable to you for the shortfalls, losses, damage or failure to meet specifications where you have notified us of those matters within 7 days of taking delivery.
10.2. Goods which do meet your order may not be returned to us unless:
10.2.1. We have agreed in writing that they may be returned.
10.2.2. You have not had the goods for more than 14 days.
10.2.3. You will pay for the cost of returning the goods.
10.2.4. You pay our handling and restocking fee which is equal to 20% of the invoiced price for the goods, or the current price of the goods (whichever is lesser).
10.2.5. You provide us with the date and number of the invoice(s) accompanying the goods.
10.2.6. You have notified us in writing in accordance with clause 10.1.
10.3. Upon the satisfaction of all the conditions in clause 10.2 we may elect at our option to either:
10.3.1. Replace the goods; or
10.3.2. Refund the purchase price for those goods returned; or
10.3.3. Give you a credit for those goods returned.

11. PRIVACY ACT 1993 AND INFORMATION
11.1. We are authorised by you to:
11.1.1. Obtain from a credit reporting agency a credit report concerning your personal credit information if we consider it relevant to determining whether to supply you with goods on credit, or to collect unpaid accounts from you;
11.1.2. Give and to seek from any credit providers about your credit position. You understand that this information can include any information about your credit worthiness, credit history or credit capacity that credit providers are allowed to give or receive from each other under the Privacy Act 1993;
11.1.3. Provide any third party with information about you when requested;
11.1.4. Report any overdue payments owing to us by you to other credit providers or credit reporting agencies in accordance with the terms of the Privacy Act 1993;
11.2. Except as authorised above, we undertake to provide personal information acquired in connection with this application (whether acquired from you, a credit reporting agency, or a credit provider) to other persons
(including credit reporting agency, another credit provider or your agent) only if that disclosure is authorised by you pursuant to, or otherwise permitted under the Privacy Act 1993.

12. ASSIGNMENT
12.1. You may not assign your rights or delegate your performance under this agreement without our consent in writing.

13. PROPER LAW
13.1. These conditions shall be interpreted and governed by the law of New Zealand.

14. ARBITRATION
14.1. We may refer any disputes between us to an arbitrator who shall be a person appointed by the President of the New Zealand Chamber of Commerce.

15. WAIVER
15.1. In the event that either of us fail to perform an obligation under these Terms and Conditions of Sale, and the non-defaulting party does not elect to enforce that obligation, then the non-defaulting party’s inaction shall not prevent that party from enforcing that obligation at a later date, and does not constitute a waiver of any of the terms and conditions contained in these Conditions by the non-defaulting party.

16. TERMINATION
16.1. We may cancel any order and/ or delivery of goods without any liability to you whatsoever, and retain any payments for the goods already received from you in the event that:
16.1.1. You breach any of the terms contained in these Terms and Conditions;
16.1.2. You are unable to pay your debts as they fall due;
16.1.3. You have a judgement entered against you in any Court;
16.1.4. You become bankrupt, or commit and act of bankruptcy;
16.1.5. You enter into a scheme of arrangement with creditors;
16.1.6. You enter into liquidation;
16.1.7. You have a receiver or receiver and manager appointed over all or part of your assets;
16.1.8. We are unable to perform our obligations under these Terms and Conditions due to circumstances outside of our reasonable control without being deemed to be in breach of our obligations under these Terms and
Conditions or any particular order.
16.2. In the event that we elect to terminate any order or agreement under this clause 16, then that action will not prejudice our right to recover payment from you for any goods supplied by us to you prior to termination.
16.3. Upon termination you:
16.3.1. Irrevocably and unconditionally grant us a license to enter your premises to repossess all goods which are still owned by us;
16.3.2. Entitle us to use your name to act on your behalf in exercising the rights under clause 16.3.1;
16.3.3. Shall irrevocably and unconditionally indemnify us for all our costs of repossessing, storing, and selling any goods repossessed under this clause 16.3.