Terms and conditions of sale

INSCIENCE LIMITED

Terms and Conditions of Sale (Terms)

Please note , All or any confirmed orders i.e. communicated as processing and or completed, Inscience is unable to accept any cancellation for any reason.


1 .  PRICE
1 . 1  The Buyer is bound to pay the Contract Price from the time that the Company accepts the Buyer’ s order.  Each accepted order shall, subject to clause 5 . 2 , constitute a separate Contract for the supply of the particular Goods on these Terms.
1 . 2  The Contract Price is based upon rates and costs as at the Date of the Contract or, where the Contract arises from a quotation given by the Company, as at the date of quotation, of materials, transport, labour, customs duty, insurance and other rates and costs.  The Contract Price shall be increased by the amount of any increase in the cost of any such items or any other factors ( including any change in exchange rates) affecting the cost of supply, production and/ or delivery of the Goods due to circumstances beyond the control of the Company between the abovementioned date and the date of delivery.
1 . 3  The Company shall only be responsible to comply with the regulations, bylaws, codes and standards specified in the Contract and the Company shall be under no liability whatsoever for any failure to meet any other regulations, bylaws, codes and standards.  In the event of there being any changes in any regulations, bylaws, codes or standards with which the Company is obliged to comply after the Date of the Contract or, where the Contract arises from a quotation given by the
Company after the date of quotation, then any additional costs in meeting any such changes shall be to the account of the Buyer.
1 . 4  The Goods are supplied on the understanding that if required, the Buyer is an exempt entity under Section 33 ( a) of the HSNO Act.


2 .  TAXES AND DUTIES
2 . 1 Unless expressly included in any quotation given by the Company, Goods and Services Tax and other taxes and duties levied in connection with the supply of the Goods to the Buyer are not included in the Contract Price and shall be the responsibility of the Buyer, or where the payment of such taxes or duties is the responsibility of the Company at law, the Contract Price shall be increased by the amount of such taxes or duties.  Where Goods and Services Tax or duties are
expressly included in any quotation given by the Company, any increase in the amount of such Goods and Services Tax or other taxes and duties between the date of quotation and the date of delivery of the Goods shall be the responsibility of the Buyer and the Contract Price shall be increased accordingly.

3 .  PAYMENT
3 . 1  Payment shall be made by the 20th day of the month following the month of supply or at a time specified in writing from time to time by the Company.  Any additional payments due by the Buyer pursuant to any of the provisions of the Contract shall be paid at the time provided in the Contract or, if no time is provided, within 7 days of payment being demanded in writing by the Company.
3 . 2  If the Company shall at any time deem the credit of the Buyer to be unsatisfactory it may require security for payment and may suspend performance of its obligations under the Contract until the provision of sufficient security.  All costs and expenses of or incurred by the Company as a result of such suspension and any recommencement shall be payable by the Buyer upon demand.
3 . 3  The Buyer shall not be entitled to withhold payment or to make any deductions from the Contract Price without the prior written consent of the Company.

4 .  INTEREST FOR LATE PAYMENT
4 . 1 Interest at a rate equal to 3 % above the Company’ s bank’s indicator lending rate from time to time calculated on a daily basis shall be payable on any monies outstanding under the Contract from the date payment is due until the date payment is received by the Company, but without prejudice to the Company’ s other rights or remedies in respect of the Buyer’s default
in failing to make payment on the due date.

5 .  DELIVERY
5 . 1  Delivery shall be made at the place indicated by the Contract or, if no place shall be indicated in the Contract (and in the case of sales ex -works), delivery shall be made at the Company’s premises.  If the Buyer fails or refuses or indicates to the Company that it will fail or refuse to take or accept delivery, then the Goods shall be deemed to have been delivered when
the Company was willing to deliver them.
5 . 2  The Company reserves the right to deliver the Goods by instalments and each instalment shall be deemed to be a separate contract under the same provisions as the main Contract. Should the Company fail to deliver or make defective delivery of one or more instalments this shall not entitle the Buyer to cancel the separate contract for that particular instalment (if applicable), or the Contract for all the Goods or any other contract.
5 . 3  Without prejudice to any other rights and remedies which it may have, the Company may charge the Buyer:
( a)  for storage, handling and transportation expenses if the Buyer fails or refuses to take or accept delivery or indicates to the Company that it will fail or refuse to take or accept delivery at the time specified in the Contract or at any other times that the Company is able to deliver the Goods;
( b)  for delivery of the Goods to the Buyer, and
( c)  for freight and handling expenses where the Buyer requests Goods to be delivered urgently as determined by the Company.
( d)  A 15 % restocking fee will be charged on cancelled orders or goods returned.

6 .  MINIMUM QUANTITIES
6 . 1  Orders received by the Company from the Buyer for quantities of Goods less than the quantity in a standard outer pack may, if accepted by the Company, be increased to the quantity comprising one standard outer pack.  Orders for more than standard outer pack quantities may, if accepted, be increased to the quantity comprising the next multiple of the standard outer pack. The minimum quantities for Goods sold by the Company applicable from time to time will be advised by
the Company in price lists or otherwise.

7 .  RISK
7 . 1  Risk of any loss, damage or deterioration of or to the Goods shall be borne by the Buyer from the time and date of dispatch of the Goods to the Buyer or, if the Goods are collected by the Buyer, from the time and date of such collection, provided that if a carrier is used to effect delivery, delivery to the carrier shall constitute delivery to the Buyer.
7 . 2  Until property in the Goods passes to the Buyer, the Buyer shall keep the Goods insured in the names of the Company and the Buyer for their respective rights and interest and will produce to the Company upon demand such evidence as the Company may require to confirm the existence of such insurance.  If the Buyer defaults in the performance of its obligations under this clause, the Company shall be entitled to insure the Goods and the cost of effecting such insurance shall be
payable by the Buyer to the Company upon demand.
7 . 3  If any of the Goods are damaged or destroyed prior to property passing to the Buyer, the Company shall be entitled, without prejudice to any of its other rights or remedies under the Contract, to receive all insurance proceeds which are payable in respect thereof (whether or not the Contract Price of such Goods has become payable under the Contract) and the production of these Terms by the Company shall be sufficient evidence of the Company’ s right to receive payment of
such insurance proceeds without the need for further enquiry by any person dealing with the Company.

8 .  PROPERTY
8 . 1  Property in the Goods shall be retained by the Company until, and shall only pass to the Buyer when, the Buyer: ( a) pays the Amount Owing in full and the Company has released the Security Interest; or ( b) resells the Goods pursuant to the authority granted by these Terms.
8 . 2  Notwithstanding that property in the Goods is retained by the Company, the Buyer is hereby authorised to sell the Goods in the ordinary course of business, provided that such authority may be revoked by written notice from the Company at any time if the Company deems the credit of the Buyer to be unsatisfactory, and shall be deemed automatically revoked if an Event of Default occurs.
8 . 3  For so long as property in any of the Goods is retained by the Company, the Buyer will, if so required by the Company, store those Goods separately and will clearly identify such goods as the property of the Company.
8 . 4  Where Goods in respect of which property has not passed to the Buyer are sold by the Buyer pursuant to the authority granted by clause 8 . 2 any book debt created upon the sale of such goods and the proceeds of sale of such goods, when received by the Buyer, shall be held upon trust by the Buyer for the Company and any proceeds of sale so received by the Buyer shall be placed in a separate bank account and shall first be applied towards the satisfaction of all indebtedness of the Buyer to the Company and thereafter shall be retained by the Buyer. Notwithstanding anything herein before contained, the Company hereby authorises the Buyer to deal with any such proceeds of sale received by the Buyer as if such proceeds of sale were the absolute property of the Buyer provided that such authority may be revoked by written notice from the Company at any time if
the Company deems the credit of the Buyer to be unsatisfactory, and shall be deemed automatically revoked if an Event of Default occurs.
8 . 5  The Buyer must advise the Company immediately of any Event of Default or any action by third parties (including any of its creditors) affecting the Company’ s interest in the Goods.
8 . 6  The Company may apply any payments received from or on behalf of the Buyer in reduction of the Amount Owing in such order and manner as the Company thinks fit (despite any direction to the contrary and whether before or after the occurrence of an Event of Default).
8 . 7  The Company may bring an action for the price of the Goods sold even where ownership of the Goods may not have passed to the Buyer.

9 .  DELAY
9 . 1  If any time for delivery of the Goods or completion of the Contract or any part thereof shall be stated in the Contract, such time shall be approximate only and shall not be deemed to be of the essence of the Contract.
9 . 2  The Company shall not be liable for failure to deliver the Goods or for any delay in delivery of the Goods where such failure or delay is occasioned by any cause whatsoever beyond the Company’ s reasonable control.

10 .  LIABILITY
10 . 1 The Company shall not be liable for any loss of profits or any consequential, indirect or special loss, damage or injury of any kind whatsoever suffered by the Buyer arising directly from any breach of any of the Company’ s obligations arising under or in connection with the Contract or from any cancellation of the Contract or from any other act or omission on the part of the
Company, its servants, agents or contractors nor shall the Company be liable for any loss, damage or injury caused to the Buyer’ s servants, agents, contractors, customers, visitors, tenants, trespassers or other persons whomsoever (whether similar to the foregoing or not) arising as aforesaid.  The Buyer shall indemnify the Company against any claim by any of the foregoing persons in respect of any loss, damage or injury arising as aforesaid.
10 . 2 Notwithstanding anything herein before contained in this section 10 or contained elsewhere in these Terms, the  liability of the Company,  whether in contract  or pursuant  to  any cancellation of the Contract or in tort or otherwise howsoever, in respect of all claims for loss, damage or injury arising from breach of any of the Company’ s obligations arising under or in
connection with the Contract, from any cancellation of the Contract or from any negligence, misrepresentation or other act or omission on the part of the Company, its servants, agents or contractors shall not in aggregate exceed the Price.

11 .  DEFAULT
11 . 1 If an Event of Default occurs:

( a)  the Company may suspend or terminate any Contract;

( b)  the Amount Owing shall immediately become due and payable notwithstanding that the due date has not arisen;
( c)  the Company may enforce the Security Interest; and
( d)  the Company may (without the consent of the Buyer) appoint a receiver in respect of any Goods and any receiver is authorised to do anything referred to in these terms and conditions and otherwise to exercise all rights and powers conferred on a receiver by law.
11 . 2 The Buyer agrees that, at any time after an Event of Default has occurred and is continuing or at any time if any Goods are at risk, the Company may:

( a)  take possession of any Goods; and/or

( b)  sell or otherwise dispose of any Goods, in each case in such manner and generally on such terms and conditions and conditions as it thinks fit , and, in each case, otherwise do anything the Buyer could do in relation to those Goods.
The Company and the Buyer agree that section 109 ( 1 ) of the PPSA is contracted out of in respect of particular Goods if, and only for so long as, the Company is not the secured party with priority over all other secured parties in respect of those Goods.  As the Buyer’ s agent, the Company (and its employees and agents) may, without prior notice, enter any land or premises
where the Goods are kept in order to take possession of and/or remove them, without being responsible for any damage caused in doing so.  The Buyer agrees to procure all other rights (including consents) necessary to enable, and to indemnify the Company ( and its employees and agents) against any liability incurred in connection with, such entry, taking of possession and removal.  The Company may resell any of the Goods and apply the proceeds of sale in reduction of the Amount Owing.

12 .  CONTRACT
12 . 1 The items mentioned in the quotation (where the Contract arises from a quotation by the Company) or the items contained in the Company’ s confirmation of order (where the Contract arises from an order by the Buyer) together with these Terms and the attached schedule shall be the conditions of the Contract.  All other conditions, warranties, descriptions, representations, conditions as to fitness or suitability for any purpose, tolerance to any conditions, merchantability or otherwise ( whether of a like nature or not) and whether express or implied by law, trade custom or otherwise are expressly excluded.  In the case of any conflict between an order submitted by the Buyer and the Company’ s confirmation of order and these Terms, the Company’s confirmation of order and these Terms shall prevail.  No agent  or  representative  of  the  
Company  is  authorised  to  make  any  representations, warranties, conditions or agreement not expressly confirmed by the Company in writing and the Company is not in any way bound by such unauthorised statements nor can any such statements be taken to form a contract or part of a contract with the Company collateral to the Contract.

13 .  CONSUMER GUARANTEES ACT 1993
13 . 1 Nothing in these terms is intended to have the effect of contracting out of the provisions of the Consumer Guarantees Act 1993 except to the extent necessary to give effect to that intention.
13 . 2 The Buyer shall not, in relation to the supply by the Buyer of the Goods, give or make any undertaking, assertion or representation to the Goods without the prior approval in writing of the Company, and the Buyer shall indemnify the Company against any liability or cost incurred by the Company as a result of any breach by the Buyer of this provision.
13 . 3 The Buyer shall, in relation to any supply of the Goods by the Buyer, contract out of the provisions of the Consumer Guarantees Act 1993 to the extent that the Buyer is entitled to do so under that Act and shall indemnify the Company against any liability or cost incurred by the Company under the Consumer Guarantees Act 1993 as a result of any breach by the Buyer of this provision.


14 .  WAIVER
14 . 1 All the original rights, powers, exceptions and remedies of the Company shall remain in full force notwithstanding any neglect, forbearance or delay in the enforcement thereof.  The Company shall not be deemed to have waived any condition unless such waiver shall be in writing under signature of the Company or an authorised officer thereof and any such waiver, unless the contrary shall be expressly stated, shall apply to and operate only in a particular transaction, dealing or
matter.


15 .  HANDLING & DAMAGE
15 . 1 Due to the nature of our products, the contents may be subject to damage in transit to the Buyer.  In an effort to minimise delay in resolution of a damage or shortage claim, all orders should be counted and inspected prior to acceptance of delivery from the carrier.  Any exception should be noted on the carrier' s consignment note and the driver should counter-sign that document.  All claims for damage and shortage must be received by In Science Limited' s Customer Services within 5 days of receipt of goods.


16 .  RETURNED PRODUCTS
16 . 1 Products will not be accepted for return or credit unless prior written approval has been received from InScience Limited ( for defective product refer 16 . 7 ) .
•      When seeking authorisation, please note the following details:

( a)  Packing Slip number

( b)  Date products received
( c)  Product code
( d)  Batch number
( e)  Expiry ate
( f )  Reason for return
( g)  Quantity involved, which must be in multiples of the minimum order quantity
16 . 2 Once authorisation has been obtained the customer will be allocated a "Returned Goods Authorisation" ( RGA) reference number.  The RGA number must be displayed on the outer packaging. Please quote this number on all documentation.
16 . 3 Returns should be made in the original intact shelf-package with a copy of the packing slip and other relevant documentation.
16 . 4 Application for returned products must be made within 10 days of delivery to be eligible for credit.
16 . 5 Products approved for return for reasons other than In Science Limited error are to be returned freight prepaid to the In Science Limited' s warehouse of despatch and may be subject to a restocking fee of min $ 25 ( plus GST) or 15 % of the value of the goods.
16 . 6 Defective Products.  If a product is believed to be defective, it should be isolated and In Science Limited contacted to authorise return.  We will advise if a sample from the batch concerned is required to be evaluated.  This may include used or contaminated products.

16 . 7 Refunds. Due to the nature of our products, we do not accept cancellation or refund nor credit sales of testing product purchased on prepaid terms. This excludes product accepted as faulty.

17 .  USE OF INFORMATION
17 . 1 The Buyer agrees that the Company may obtain information about the Buyer from the Buyer or any other person (including debt collection agencies) in the course of the Company’ s business, including credit assessment, debt collecting and direct marketing activities, and the Buyer consents to any person providing the Company with such information.
17 . 2 The Buyer agrees that the Company may use any information it has about the Buyer relating to the Buyer’s creditworthiness and give that information to any other person, (including any credit or debt collection agency) for credit assessment and debt collection purposes.  The Buyer agrees that any other information collected by the Company about the Buyer is accessed or collected for use in the course of its business, including direct marketing activities.
17 . 3 The Buyer must notify the Company of any change in circumstances that may affect the accuracy of the information provided by the Buyer to the Company or any company related to the Company.  If the Buyer is an individual ( i . e. a natural person) the Buyer has rights under the Privacy Act 1993 to access and request the correction of any personal information which the Company holds about the Buyer.


18 . PERSONAL PROPERTY SECURITIES ACT 1999 (“PPSA”)
18 . 1 Without limiting anything else in these Terms, the Buyer acknowledges that:
( a)  these Terms create, in favour of the Company, a security interest in all present and after acquired Goods  (being, for the avoidance of doubt, all the Buyer’ s present personal property and after - acquired property except for any item of personal property which has not (or which is exclusively the proceeds of any item of personal property which has not) been supplied by the Company to (or for the account of) the Buyer) to secure the payment by the Buyer to the Company of the Amount Owing; and ( b) these Terms will apply notwithstanding anything, express or implied, to the contrary contained in any purchase order (or its equivalent, whatever called) of the Buyer; and
( c)  the Security Interest shall continue until the Company gives the Buyer a final release.
18 . 2 The Buyer undertakes to:
( a)  promptly do all things, sign any further documents and/or provide any information which the Company may reasonably require to enable the Company to perfect and maintain the perfection of its Security Interest (including by registration of a financing statement);
( b)  give the Company (addressed to the financial controller or equivalent) not less than 14 days’ prior written notice of any proposed change in the Buyer’s name and/or any other change in the Buyer’s details (including, but not limited to, changes in the Buyer’s address, facsimile number, trading name or business practice).
18 . 3 The Buyer waives its right to receive a verification statement in respect of any financing statement relating to the Security Interest.
18 . 4 To the extent permitted by law, the Buyer and the Company contract out of:
( a)  section 114 ( 1 )( a) of the PPSA; and
( b) the Buyer’ s rights referred to in sections 107 ( 2 )( c), ( d), ( h) and ( i ) of the PPSA.
18 . 5 The Buyer agrees that the Security Interest has the same priority in relation to all amounts forming part of the Amount Owing, including future advances.


19 .  ASSIGNMENT
19 . 1 The Company is entitled at any time to assign to any other person all or part of any debt owing by the Buyer to the Company.

20 .  REVIEW OF TERMS
20 . 1 The Company reserves the right to review any of these Terms at any time and from time to time. If, following any such review, there is any change to these Terms that change will take effect from the date on which the Company gives notice to the Buyer of such change.

21 .  SEVERABILITY
21 . 1 If any part of these Terms is held by any Court to be illegal, void or unenforceable, such determination shall not impair the enforceability of the remaining parts of these Terms.

22 .  RIGHTS, POWERS AND REMEDIES
22 . 1 The rights, powers and remedies provided for in these Terms are in addition to, and do not limit or exclude (or otherwise adversely affect), any right, power or remedy provided to the Company by law.

23 .  GOVERNING LAW
23 . 1 These Terms are governed by and construed in accordance with New Zealand law, and the
parties hereby submit to the non-exclusive jurisdiction of the courts of New Zealand.

24 .  DEFINITIONS AND INTERPRETATION
In these Terms:
Amount Owing means, at any time, the unpaid Contract Price charged by the Company for the Goods, and any other sums which the Company is entitled to charge under these Terms or which are otherwise owing by the Buyer to the Company (in whatever capacity).

Contract means each contract between the Company and the Buyer (as evidenced by these Terms) for the purchase of the particular Goods.

Contract Price means the price of the Goods as agreed between the Company and the Buyer, subject to any variation in accordance with sections 1 or 2.

Date of the Contract where the Contract arises from an order placed by the Buyer, means the date of acceptance of the order by the Company; or where the Contract arises from a quotation given by the Company,  means the date upon which written notification of acceptance of the quotation is received by the Company or, where there is no written notification of acceptance, means the date of such other form of acceptance as the Company in its discretion determines to treat as a valid acceptance (such as an example, the supply of Goods).

An Event of Default means an event where:
( a)   the Buyer fails to comply with these terms and conditions or any other agreement with the Company; or
( b)   the Buyer is subject to any event which is in the nature of dissolution, winding up, bankruptcy, liquidation, insolvency or receivership, or which generally precedes such an event;
or
( c)   an event occurs or information becomes known to the Company,  which in the Company’ s opinion, might materially affect the Buyer’ s creditworthiness, the value of the Goods the subject of the Security Interest, or the Buyer’ s ability or willingness to comply with its obligations under these terms and conditions or any other agreement with the Company; or
( d) any guarantor of the Buyer’s obligations under these terms and conditions is in default under any agreement with the Company (in any capacity).

Goods means all goods supplied from time to time by the Company to the Buyer, provided that:
( a)   ( but solely for the purpose of the application of the PPSA) where the goods supplied are inventory of the Buyer, then all references to Goods in these Terms shall, in respect of those goods, be read as references to inventory for so long as they are held as inventory;  and
( b)   where the goods supplied are not inventory of the Buyer, then all references to Goods in these Terms shall, in respect of those goods, mean the goods described in any one or more of the relevant order form, packing slip or invoice (or its equivalent, whatever called) prepared by the Company and relating to those goods, on the basis that each such order form, packing slip or
invoice ( or its equivalent) is deemed to be assented to by the Buyer, incorporated in, and form part of, these Terms, and, unless the context requires otherwise includes all proceeds of such Goods and any product or mass of which the Goods subsequently become part.

person includes a corporation, firm, company, partnership or individual.

“Security Interest" means the security interest provided for by these Terms.

References to the Personal Property Securities Act 1999 , the Consumer Guarantees Act 1993 and the Privacy Act 1993 include that legislation as it is from time to time amended, re- enacted or substituted and any statutory instruments, regulations and orders issued under such legislation.

A reference to any party under these Terms includes that party’s successors and permitted substitutes and assigns.

Unless the context otherwise requires, words and phrases have the meanings given to them in, or by
virtue of, the Personal Property Securities Act 1999 .


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