The following terms will be incorporated into every agreement (the ‘Agreement’) entered into between the client (the ‘Client’) and Rangiora Vet Centre and its satellite clinics (‘RVC’) for the supply of Products and/or Services.
- Agreement means the agreement between the Client and RVC for the purchase of the Products and/or Services.
- Confidential Information includes all intellectual property and other information, including Price, belonging to or held by RVC which by designation or which by its nature is intended to be treated as confidential information.
- Price means the price of Products and Services as specified by RVC from time to time.
- Products and/or Services mean the products and/or services being purchased by the Client from RVC
If any instruction is received by RVC from the Client for the supply of Products and/or Services, it shall constitute acceptance of these Terms of Trade by the Client. Upon acceptance, these Terms of Trade are definitive and binding.
RVC shall be entitled at any time to vary any provision of these Terms of Trade and the Client shall be bound by such variation.
The Terms of Trade will be hosted on the RVC website (www.rangioravetcentre.co.nz). Notification of variations to provisions of these Terms of Trade will be via publication on the website. Amended Terms of Trade shall be operative as from date of publication.
No other alteration or variation of the Agreement or these Terms of Trade will be binding upon RVC unless authorised by RVC in writing.
The Client may request an estimate from RVC of the anticipated price of Products and/or Services. The estimate will not bind RVC.
RVC agrees to sell and the Client agrees to purchase the Products and/or Services for the Price. Any additional charges, by way of example but not limited to freight, mileage, materials such as syringes and needles, afterhours fees, prescription fees and injection fees, shall be at the expense of the Client. The Client agrees and acknowledges that the Price may be increased by RVC from time to time.
- Time and method of payment
The time of payment (the due date) will be at the time the Products are requested and/or at the immediate time of completion of the Services, which in respect of animals seen at RVC’S premises is the time of discharge from the care of RVC.
The method of payment will be made by cash, cheque, direct credit, credit card, Q card, Farmers card, GEM visa, AMEX and Farmlands card (previously known as CRT card). Exceptions are only by prior arrangement.
Upon request to RVC and at RVC’s sole discretion, RVC may provide an invoice to the Client in respect of the Products and/or the Services provided to the Client by RVC. The Client shall pay any invoice provided to the Client by RVC without deduction or set-off to RVC on the 20th day of the month following the date of invoice for the Products and/or the Services (the due date).
RVC may require the Client to pay a deposit being an advanced payment for Products and / or Services before RVC commences the Services.
If RVC at any time deems the credit of the Client to be unsatisfactory, it may require security for payment and the Client will make such security available. The Client hereby authorises RVC to conduct all credit checks and searches of the Client, and it’s financial and business affairs RVC deem necessary. The Client will provide all necessary written authorisation for such credit checks and searches as requested by RVC from time to time.
- Interest and costs on overdue accounts
If the Client fails to pay any monies by the due date, the Client will be in default and RVC may (at RVC’s sole discretion):
- charge interest on all overdue accounts at a rate of either $5.00 per month or 2% per month calculated on a daily basis, whichever is the greater, until payment is received in full by RVC but without prejudice to all or any of RVC’s rights and remedies under the Agreement. Any payments received by RVC will be applied firstly against such interest;
- obtain reimbursement for any legal costs (including all costs between solicitor and client), and debt collection fees and any other costs incurred in the recovery of an overdue debt;
- revoke, without notice, any previously agreed entitlement to any discount for Products and / or Services already supplied; and
- refuse to supply any further Products and/or Services to the Client outside of the Veterinary Council of New Zealand’s Code of Professional Conduct.
- Delivery and passing of risk
Delivery occurs at the time possession of the Products passes from RVC to the Client (or a person nominated by the Client). Delivery of the Products will be made pursuant to the Agreement or as otherwise agreed between the parties. On delivery of the Products by RVC to the Client, risk in the Products shall pass from RVC to the Client and the Client shall carry the full risk of liability with no recourse to RVC. The Client is advised to consult the expiry date of Products accepted at time of delivery and that in so doing the expiry date is accepted as appropriate unless otherwise agreed.
- Retention of title provisions
RVC will retain ownership of all Products until payment has been made by the Client in full. The Client agrees that RVC or its agents (without the need to give notice) may enter onto any premises under the ownership or control of the Client for the purpose of inspecting and/or repossessing any such Products not paid for in full.
- Return & Replacement of Products; Repeat of Services
Products cannot be returned to RVC unless agreed to by RVC (in its sole discretion). Subject to clause 10, in the event of any defects in the Products or there is an unsatisfactory outcome to the Services, RVC may elect (in its sole discretion):
- to repair or replace the Product or
- repeat the provision of the Services or
- provide a refund to the Client for any Product and/or Service. This is subject to the proviso that: a) The Products have been returned to RVC or RVC has been notified of dissatisfaction with the outcome to the Services within fourteen (14) days of the supply of the Products or Services; b) RVC has had a reasonable opportunity to inspect the Products; c) the Client has supplied any invoice relating to the Products and / or Services; and d) the Client has complied with the provisions of these Terms of Trade.
The Client agrees and acknowledges that RVC will not be liable for any Products that are incorrectly stored, maintained, administered or handled by the Client or that are damaged in transit.
- No warranty
The Client agrees and acknowledges that:
- Any information provided to the Client by RVC is intended as a guide only by RVC and any such information is relied on by the Client at its own risk;
- The provision of the Products and the outcome of the Services are subject to events and variables which are outside the control of RVC and which may affect the results achieved through the use of the Products and Services;
- RVC, its employees and agents do not give any representation or warranty of any sort, whether express or implied, as to the results and/or performance to be achieved or expected from the Products and/or Services supplied by RVC;
- RVC will not be liable for any losses caused to the Client or any failure of the Products or unsatisfactory outcome of the Services that are beyond the reasonable control of RVC.
- Limitation of liability
RVC shall be under no liability whatsoever to the Client or to any other person for any loss or damage of any kind arising directly or indirectly from the Products, Services or the Agreement including any loss of profit or business, or consequential loss and whether suffered or incurred by the Client or another person and whether actionable in contract, tort (including negligence), equity or otherwise. Notwithstanding this clause, in the event that RVC is found liable, RVC’s liability shall not exceed the value of the relevant Product and/or Service provided by RVC to the Client as reflected in the Price.
The Client shall indemnify RVC against all liabilities, costs (including full costs between solicitor and client), losses, claims or demands incurred by RVC arising out of or incidental to any of the Products, Services and/or this Agreement.
If the Client fails to pay monies, commits any act of bankruptcy, has a receiver appointed over its property or being a company does any act, which would render it liable to be wound up, RVC may (without prejudice to any other remedies available to it) suspend or terminate the Agreement and the proportion of the Price, calculated according to the Products, and/or Services supplied to date, shall immediately become due and payable by the Client.
- Personal Property Securities Act 1999 (‘PPSA’)
- All terms in this clause have the meaning given in the PPSA and section references shall be to sections of the PPSA.
- Clause 7 creates a security interest in the Products RVC supplies to the Client.
- The Client shall not grant any other security interest or lien over Products that RVC has a security interest in.
- The Client shall promptly sign any documents and do anything else required by RVC to ensure that the security interest constitutes a first ranking perfected security interest in the Products.
- If Products that RVC has a security interest in are processed, included or dealt with in any way causing them to become accessions, processed or commingled goods, the security interest will continue in the whole in which they are included. The Client shall not grant any other security interest or any lien in either the Products or in the whole.
- The Client waives any rights they may have under sections 114(1)(a), 116, 120(2), 121, 125,126,127,129,131,133 and 134 of the PPSA and waives the right to receive a copy of any verifications statement.
- The Client will give RVC prior written notice of a proposed change of address.
- Dispute resolution
In the event of any dispute between the parties in relation to the terms and conditions of the Agreement or these Terms of Trade, the parties shall first seek to resolve such dispute by giving notice in writing to the other party and in good faith endeavouring to resolve the dispute. If the dispute remains unresolved, the parties shall first seek a resolution through the use of mediation or other informal method of resolution before pursuing resolution through the Courts. Any attempts at informal resolution are without prejudice.
- Intellectual property & confidentiality
The Client acknowledges that RVC is the owner and/or licensee of the intellectual property rights in certain products and systems which may be utilised in the provision of the Products and/or Services to the Client, and that the Client obtains no rights and/or interest in such intellectual property by virtue of its purchase of the Products and/or Services from RVC. The Client must not attribute the Service to anyone other than RVC or remove any trademarks, signatures or logos. This clause 16 shall survive termination of the Agreement and these Terms of Trade.
The Client shall not disclose any Confidential Information to any third party without RVC’s prior written consent. This clause 16 shall survive termination of the Agreement and these Terms of Trade.
- Use of information
The Client agrees that RVC may obtain information about the Client from the Client or any other person in the course of RVC’s business, including for the purpose of credit assessment, debt collection and direct marketing activities, and the Client consents to any person providing RVC with such information.
The Client agrees that RVC may use the information it has about the Client relating to the Client’s creditworthiness for its own reference purposes.
The Client must notify RVC of any changes in circumstances that may alter the information provided by the Client to RVC.
If the Client is an individual, the Client has rights under the Privacy Act 1993 to access information held by RVC on the individual and request the correction of such personal information.
The Client agrees and acknowledges that RVC will be entitled to use any information or results obtained from the provisions of the Products, and/or Services by RVC for its own records and for statistical and marketing purposes provided RVC ensures that confidentiality is maintained in respect of all personal information relating to the Client.
RVC may disclose information about the Client to any person who guarantees or provides credit support in relation to the Client’s obligation’s to RVC and to such persons as may be necessary or desirable to enable RVC to exercise any power or enforce any rights, remedies and powers under these Terms of Trade.
The Client must not subcontract or assign any rights, powers or obligations under these Terms of Trade.
The Client must pay costs (including legal costs, as between solicitor and client) of and incidental to the enforcement or attempted enforcementof RVC’s rights, remedies and powers under these Terms of Trade.
- Governing Law
The Agreement and these Terms of Trade will be deemed to be made in New Zealand and will be construed and governed by the laws of New Zealand.