In this document the following words shall have the following meanings:
- “Buyer” means the organisation or person who buys Goods
- “Goods” means the articles to be supplied to the Buyer by the Seller;
- “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
- “Seller” means Star Medical
- 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.
- 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.
III. Price and Payment
- The price shall be the Recommended Retail Price less agreed discount, unless otherwise agreed in writing between the parties. The price is exclusive of GST or any other applicable costs.
- 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.
- Where credit is offered payment of the price and GST and any other applicable costs shall be due within 20th of the month following 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.
- The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 2.5 per cent per month or part month.
- If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
- require payment in advance of delivery in relation to any Goods not previously delivered;
- refuse to make delivery of any undelivered Goods without incurring any liability whatever to the
- Buyer for non-delivery or any delay in delivery.
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly as a result of the manufacturing process.
- 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.
- 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.
- Any damages, shortages, over deliveries and duplicated orders should be reported to the Seller within 14 days of signed receipt to enable replacement or refund.
- Orders are subject to availability of goods and items will be invoiced at the prices ruling at the date of acceptance of the order.
All prices quoted or Listed are exclusive of goods and services tax. The Buyer must without deduction or set off, at the same time as payment is due on the invoice for the goods, pay to Star Medical Ltd all goods and services tax in respect of supply of those goods.
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.
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
IX. RETURN OF UNUSED GOODS
- 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.
- Any returns must be authorised by a representative of the Seller before any credit will be given.
- 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 List.
- Credit of amounts due or paid in will only be given for goods that are in saleable condition.
X. LIMITATION OF LIABILITY
- The Seller shall not be liable for any all loss or damage suffered by the Buyer in excess of the contract price.
- Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
XI. FORCE MAJEURE
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
XII. RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
XIV. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with NZ Consumer Guarantees Act 1993 and the NZ Personal Property Securities Act 1999 (PPSA)
- The Buyer warrants that all the supplies of goods and services from Star Med Ltd will be acquired for the buyers business purposes and accordingly the provisions of the Consumer Guarantees Act 1993 will not apply as between the Buyer and Star Medical Ltd
- The Buyer grants a security interest to Star Med Ltd in all goods sold under these Terms and Conditions. For the purpose of the PPSA, all those goods are inventory supplied by Star Medical Ltd to the Buyer under these Terms and Conditions.
- The Buyer shall: promptly execute any documents and do anything else required by Star Med Ltd to ensure that security interest created under these Terms and Conditions constitutes a first ranking perfected security interest over the goods; provide Star Medical Ltd with any information Star Medical Ltd may reasonably require to complete a financing statement; Immediately notify Star Medical Ltd in writing of any: change in the Buyers name; and Other information Star Medical Ltd may need in order to complete a financing change statement.
- The Buyer will pay all costs, expenses and other charges incurred, expended or payable by Star Medical Ltd in relation to the filing of the financing statement or financing change statement.
- The Buyer waives any right to receive a copy of a verification statement under PPSA
- The Buyer acknowledges and agrees that:
- nothing in section 114(1)(a), 117(1)(c), 133 and 134 of the PPSA shall apply to these Terms and Conditions;
- its rights as debtor in section 116, 119, 120(2), 121, 125, 126, 127, 129, 131, and 132 of the PPSA shall not apply to these Terms and Conditions; and it has received a copy of these Terms and Condition and in particular that these Terms and Conditions “constitute a security” for the purposes of the PPSA and that Star Medical Ltd may register a financing statement in respect of these Terms and Conditions.
- The Buyer will not allow a security interest to be created or registered over the goods in priority to the security interest held by Star Medical Ltd.
Star Med Ltd T/A Star Medical
Phone: (09)4800 316
Fax: (09) 9293 359