Product Order Form

Terms and Conditions

1. Application: Unless expressly altered or modified in writing by PharmaNZ Limited (“Seller”) these terms and conditions apply to all sales of goods and services by the Seller to the person or entity named in the Quotation (“Purchaser”), and upon acceptance of an order by the Seller will be deemed to be incorporated in, and form part of, the contract of sale.
2. Price: Unless specified otherwise all prices quoted are exclusive of GST.
3. Payment: Unless a credit account has been approved by the Seller, prepayment is required to confirm an order. The Seller retains the right to withhold deliveries while any account is overdue.
4. Risk and Title: The risk in goods supplied by the Seller to the Purchaser will pass to the Purchaser upon delivery to the shipper or forwarding agent by the Seller, when the Seller first makes an attempt to deliver if the Purchaser fails to accept the goods, or on the date of a request by the Purchaser to delay delivery, whichever is the earlier.  Title in all goods supplied, or to be supplied to the Purchaser, will not pass to the Purchaser until the Purchaser has paid for them in full.  Until title passes from the Seller to the Purchaser the Purchaser acknowledges and agrees that the goods are held by the Purchaser in a fiduciary capacity as a bailee of the Seller. The Purchaser’s fiduciary obligations include, but are not limited to:
   (a) Storing the goods in such a way that the Seller’s goods could be recognised as such if required; and
   (b) If the goods are re-sold by the Purchaser, they are sold as agent for and on behalf of the Seller, and the proceeds of all such re- sales must be held by the Purchaser as trustee for the Seller.
   (c)  The proceeds of any such re-sale must be paid into a separate account, and the Purchaser must account to the Seller from this fund for the full price of the goods.
5. Limitation of Liability:  The Seller will not be held liable for any shelf life (expiry date or best before date), which can only be assured by actual laboratory stability to an agreed testing protocol.  Subject only to any mandatory liability or guarantee imposed by statute, and without prejudice to any rights granted thereby to the Purchaser: (a)  All warranties, descriptions, representations, or conditions, whether implied by law, trade, custom, or otherwise, and whether relating to fitness, merchantability, suitability for purpose, or otherwise, and all specific conditions, even though such conditions may be known to the Seller, are expressly excluded; and (b)  Under no circumstances will the Seller be liable in any way to the Purchaser or to any third party, whether in tort (including negligence), contract or otherwise, for any loss or damage whatsoever, whether direct, indirect, special or consequential, and all such liability is expressly excluded; (c)  The liability of the Seller in respect of any order of goods shall in any event be limited to the lesser of the purchase price of the goods complained or, the cost of replacing the defective goods; and (d)  The Seller will not be responsible or liable in any way to the Purchaser for delays or defaults in delivery of the order or any part thereof nor for any direct or consequential loss or damage arising therefrom.
6. Claims: Any complaints relating to damage, short delivery, and loss in transit or defects in goods supplied must notified to the Seller in writing within 10 working days of delivery to the Purchaser. The Seller will have the right in its discretion to repair or replace the goods in respect of which any complaint is made and proven, or to refund or credit the portion of the purchase price applicable in order to fully discharge all legal liabilities, but the Seller will use its best endeavours to enforce any guarantee or warranty given by the manufacturer of goods supplied and sold by the Seller.
7. Variation: No amendment to or variation of these terms and conditions will effective unless it is in writing and signed by the Seller and the Purchaser.
8. Dispute Resolution: Any dispute or difference arising out of these terms and conditions (Dispute), will first be referred to mediation by written notice from either party to the other party.  If the Dispute is not resolved by mediation in accordance with this clause, the Dispute will be referred to the arbitration of a sole arbitrator to be appointed by the parties or, if they cannot agree, to be nominated by the president of the New Zealand Law Society or his or her nominee.
9. Jurisdiction: These terms and conditions are governed by, and will be construed in accordance with, the laws of New Zealand.  The Seller and the Purchaser irrevocably submit to the exclusive jurisdiction of the New Zealand courts for the purpose of hearing and determining all disputes