Terms of Trade (IVA)

1. Application of Terms

1.1 All goods and services supplied by New Zealand Biosecurity Services Ltd (“NZBSL”) to the Customer will be upon these Terms of Trade unless otherwise agreed in writing.

1.2 These Terms of Trade supersede any previous terms and conditions agreed between the parties and governing the provision of services and/or goods by NZBSL to the Customer.

1.3 All requests received by NZBSL for services will constitute an offer by the Customer to acquire services on these Terms of Trade. A contract is made with the Customer only on acceptance of a request for services by NZBSL.

1.4 NZBSL representatives have no authority to make any oral representations, statements, warranties, conditions, or agreements that conflict with these Terms of Trade.

1.5 Every notice given under these Terms of Trade will be sufficiently given if posted upon the NZBSL website, delivered personally, or successfully transmitted by email to the intended recipient at his/her or their last known address or email address.

1.6 Neither party will be liable for any delay or failure for the performance of any of the obligations imposed on them under these Terms of Trade if such failure is beyond the reasonable control and without fault or negligence of that party, provided that this clause will not extend to excuse the consequences of insolvency or financial difficulty.

1.7 These Terms of Trade will be governed by the laws in New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.

1.8 NZBSL reserve the right to change these Terms of Trade at any time.

2. Payment for goods and services

2.1 A price for the provision of goods and services will be as quoted in writing by NZBSL to the Customer. In the absence of a written quote, NZBSL standard charges apply. All quotes and charges are expressed as exclusive of GST, and GST will be payable by the Customer in addition to such payment.

2.2 Laboratory testing, freight and delivery charges or additional actions required to facilitate an initial service request by the customer to NZBSL, will be in addition to the quoted price and will be payable by the Customer.

2.3 Payment for all goods and services must be made by the Customer to NZBSL on the 20th of the month following the date of NZBSL’s invoice unless NZBSL has requested payment before this date. NZBSL may at its option issue a monthly interim invoice for work where the delivery of services is over a period exceeding one month.

2.4 If the Customer fails to make payment on the due date, then the Customer will pay NZBSL a penalty payment calculated as 5% above the average monthly base commercial lending rate from time to time charged by NZBSL’s bank. Interest will be calculated monthly and payable on demand.

2.5 Any expenses, disbursements and legal costs incurred by NZBSL in the enforcement of any rights contained in these Terms of Trade will be paid by the Customer, including any reasonable solicitor’s fees or debt collection agency fees.

3. Provision of Services and Responsibilities

3.1 NZBSL:

(a) Will use all reasonable skill and care in providing goods and services in a timely and efficient manner.

(b) Will not be liable for any delay or non-performance in providing goods or services if the delay or non-performance is attributable (directly or indirectly) to circumstances beyond its reasonable control. Refer also Section 8.

(c) Not be obliged to accept any order for goods or services made by the Customer and will be entitled, in its sole discretion, to refuse to provide or perform all or any such goods and services.

3.2 May withdraw a quotation for the provision of goods and services at any time before it is accepted by the Customer. All quotations will lapse without notice 30 days after given.

The Customer:

(a) Will provide inspection facilities which meet Ministry for Primary Industry (MPI) requirements.

(b) Will provide a safe working environment for NZBSL personnel in accordance Section 4.

(c) Will provide and arrange for the provision of all relevant information and assistance reasonably required by NZBSL to enable NZBSL to provide services.

(d) Warrants that all information that it provides to NZBSL is complete, accurate and not misleading and acknowledges that, in the absence of manifest error, NZBSL will be entitled to rely on the accuracy and sufficiency of such information.

4. Occupational Health and Safety

4.1 NZBSL will

(a) Comply with its legal obligations for health and safety under the Health and Safety at Work Act 2015 (as may be amended from time to time) and any replacement legislation, and all regulations, rules, standards, approved codes of practice and any other applicable law relating to health and safety (Health and Safety Legislation).

(b) While performing its duties under this Agreement at sites owned and/or operated by the Customer ensure that its personnel comply with the safety policies and procedures operating at the sites, as advised by the Customer.

(c) Notify the Customer in writing, as soon as practicable, of any accident, “near miss”, or environmental incident that any of its personnel cause or experience on the Customer ’s property.

4.2 The Customer:

(a) Must ensure, so far as is reasonably practicable, the health and safety of NZBSL representatives in relation to any workplace under the Customer ’s supervision or control, in accordance with the Health and Safety at Work Act 2015.

(b) Notify NZBSL of any Customer policies and procedures in relation to Health and Safety that need to be adhered to by NZBSL personnel.

(c) Notify NZBSL of any known hazards to which NZBSL personnel may be exposed at any workplace under the Customer ’s management or control and ensure that NZBSL is fully aware of any variations associated with the product or work, which may pose a risk to its premises, equipment, personnel, other materials, or products.

(d) So far as is reasonably practicable, consult, co-operate with, and coordinate activities with NZBSL where health and safety duties are owed by both parties; and

5. Liability and Indemnity

5.1 Except for express warranties contained in these Terms of Trade, all warranties, and representations in respect of goods and services supplied are excluded to the extent permitted by law.

5.2 The Customer acknowledges that if it acquires the services or goods for a business purpose then the statutory guarantees and implied terms, covenants and conditions contained in the Consumer Guarantees Act 1993 are excluded and do not apply.

5.3 NZBSL will not be liable to the Customer or any other party for consequential, special, punitive, or exemplary loss, damage or liability arising directly or indirectly out of or related to the agreement and provision, performance of or failure to perform the services by NZBSL whether in contract, tort (negligence), for breach of statutory duty or any other principle of legal liability.

6. Intellectual Property and Use of Information

6.1 The Customer agrees and acknowledges that NZBSL is the owner and/or licensee of the intellectual property rights in certain systems, know-how and other intellectual property which may be utilised in the provision of the services or goods provided to the Customer, and that the Customer obtains no rights and or interests in such intellectual property by virtue of its purchase of the services and /or goods from NZBSL.

6.2 The Customer owns all intellectual property rights in any information or data provided by the Customer to NZBSL.

6.3 The Customer authorises NZBSL to collect, use, disclose and retain information, including personal information (as defined in the Privacy Act 2020) about the Customer, its representatives and end Users for the purpose of (as applicable), providing the services, assessing the Customer ’s creditworthiness and enforcing any payment obligations under these Terms. This may include NZBSL sharing such Personal Information with credit reporting and debt recovery agencies and with third party services providers. Credit reporting and debt collection agencies may retain such Personal Information, including default information, and use it to provide their services (which may include the disclosure of Personal Information to other Customers).

6.4 If you provide NZBSL personal information about a third party, you confirm that you have the authorisation of the relevant individual or party to disclose their personal information to NZBSL, and to authorise NZBSL to use such information, in accordance with this Section 6 and have notified any such individual of their rights to access and request correction of their personal information. NZBSL may retain a copy of all requests for services, results and supporting documents for audit and accreditation purposes.

7. Confidential Information

7.1 Neither party will disclose information which is confidential to the other party to a third party unless compelled to do so by law or pursuant to a request from a regulatory body.

8. Force Majeure

8.1 Notwithstanding any other provision of this Contract, NZBSL shall not be liable to the other for any act or omission, or any failure to comply with these terms, where such, act, omission, or failure is caused by fire, flood, storm, earthquake, civil disturbance, war, act of God, or any other event or circumstances reasonably beyond its control (“Force Majeure”).

9. Termination

These Terms of Trade may be terminated by notice in writing as follows:

(a) By NZBSL if the Customer commits any act of bankruptcy, enters into any arrangement with its creditors or (in the case of a company does any act which would render it liable to be liquidated), or if a resolution is passed or proceedings commenced for the liquidation or voluntary administration of the Customer or if a receiver is appointed in respect of all or any of the Customer s assets.

(b) By NZBSL if the Customer is in breach of these terms and conditions.

(d) By mutual agreement of the parties.