Gribbles Veterinary New Zealand – Term and Conditions of Trade
Where applicable, the offer is valid for acceptance for 60 days from date of issue.
- Change of Price
Gribbles Veterinary NZ reserves the right to change the price without notice once the validity period has expired. Gribbles Veterinary NZ reserves the right to change the price where a change in Government Legislation (State or Federal) results in an increase in the cost of services or goods being provided by Gribbles Veterinary NZ under this contract where such change could not have been reasonably foreseen or where such change was previously negatived by law.
The client agrees to pay all accounts rendered by the 20th day of the month following invoicing. Gribbles Veterinary NZ reserves the right to discontinue work in hand for the client if the client fails to pay any of the accounts rendered within the time specified without prejudice to its right to charge the client for work done to the date of discontinuance. If accounts are not paid by the 20th day of the month following invoicing, Gribbles Veterinary NZ shall have the right to charge the client interest on the amount of the unpaid account from the date of the account to the date of payment at the rate of twenty percent (20%) per annum.
Dependent on the nature of contract, Gribbles Veterinary NZ reserves its right to request an advance payment to be paid prior to the commencement of the contract. Gribbles Veterinary NZ may request progress payments for contracts not completed at month end. Where so requested the same terms of payment that apply to completed contracts shall also apply.
The client agrees to pay Gribbles Veterinary NZ its quoted fee for performance of the project in advance by means of a Telegraphic Transfer in favour of Gribbles Veterinary Pathology Ltd, PO Box 12049, Penrose, Auckland, New Zealand for credit to BSB No. 01 0102, Account No. 0291961 00 at the ANZ Bank, Auckland, New Zealand.
Twenty four hours prior to Telegraphic Transfer, please advise by facsimile (+64 9 570 1700) the address and telex number of your bank and its correspondent (intermediating) bank(s), Attention: Gribbles Veterinary NZ Credit Department to allow tracing of funds.
(c) Gribbles Veterinary NZ, at its absolute
discretion, reserves the right to grant credit facilities to the client.
- Cooperation between Gribbles Veterinary NZ and Client
Subject to these terms and conditions, all information obtained by Gribbles Veterinary NZ relevant to the work done will be made available to the client during normal hours, and Gribbles Veterinary NZ will communicate to the client all information pertinent to the work as it progresses. An authorised representative of the client may confer with the appropriate members of the Gribbles Veterinary NZ staff at mutually agreed times for the purpose of providing such assistance as will make it possible for Gribbles Veterinary NZ to achieve the objectives of the project.
Gribbles Veterinary NZ welcomes the cooperation of the client in providing such information, assistance and cooperation as is necessary for Gribbles Veterinary NZ to achieve the objectives of the project.
The terms of reference of the work may be varied by mutual agreement between Gribbles Veterinary NZ and the client and such agreement will include variations to the date of completion of the work and the overall price of the project. A written confirmation of such variation must be received by Gribbles Veterinary NZ prior to commencement of work on the variation.
Gribbles Veterinary NZ will supply the client with one copy of the report of its findings and progress during the term of the project at such intervals as Gribbles Veterinary NZ and the client agree subject to progress payments having been made as per clause 3.
- Confidentiality and Copyright
Gribbles Veterinary NZ agrees that the staff involved in the conduct of the contract shall not, without the consent of the client, disclose any confidential information received from the client relevant to the project to parties outside this contract.
Unless otherwise agreed in writing the copyright of all reports, documents, software and information produced by Gribbles Veterinary NZ is vested in Gribbles Veterinary NZ, and the client’s right to their use is restricted wholly to the purpose for which the services are provided pursuant to this contract, and no part of the reports, documents, software and information may be used for other purposes without Gribbles Veterinary NZ’s written permission.
Neither the client, nor Gribbles Veterinary NZ shall disclose to parties outside this contract any matter regarding this project without the express approval of the other, and where such disclosure involves any publication or release of written information the approval shall be in writing between the parties. Such disclosure shall not be deemed to include any transaction undertaken in the legitimate activities under the contract or a simple statement by Gribbles Veterinary NZ seeking other projects that this project has been undertaken by Gribbles Veterinary NZ.
- Right to Terminate Contract
This agreement shall be terminated on the completion of the project or at such other time and under such conditions as Gribbles Veterinary NZ and the client mutually agree in writing. Upon such termination or cancellation Gribbles Veterinary NZ shall be entitled to recover from the client all its costs, expenses and reasonable charges incurred up to the date of termination and any costs incurred in anticipation of the continuance of the work or the cancellation of any arrangements made, orders placed or the resale of equipment and materials made in anticipation of the continuance of the work.
- Default by Gribbles Veterinary NZ
In the event of any default by Gribbles Veterinary NZ in carrying out the work specified by this contract (not being default caused by the client) the client may at his discretion give notice in writing of the default to Gribbles Veterinary NZ requiring that the default be remedied within 30 days or such further time as specified after the date of service of the notice. If Gribbles Veterinary NZ does not remedy the default within the time specified in the notice the client may terminate the agreement. Upon termination Gribbles Veterinary NZ shall be entitled to recover from the client all its costs, expenses and reasonable charges in accordance with the recovery procedure in Clause 8.
- Default by Client
In the event of any default by the client which prevents Gribbles Veterinary NZ from carrying out the work specified in this agreement Gribbles Veterinary NZ may in its discretion and without prejudice to any other rights which it may have to terminate this agreement under clause 8 give the client written notice of such default requesting him to remedy the default within 30 days after the date of service of the notice or such further time specified. Should the client fail or refuse to remedy fully the default within the time specified Gribbles Veterinary NZ may in its discretion terminate the agreement and upon such determination Gribbles Veterinary NZ shall be entitled to recover from the client all its costs, expenses and reasonable charges incurred up to the date of termination and any costs incurred in anticipation of the continuance of the work or the cancellation of any arrangements made, orders placed or the resale of equipment and materials made in anticipation of the continuance of the work.
- Limitation of Liability
(a) In the case of any conditions or warranties which may mandatorily be implied into this Contract by virtue of the Trade Practices Act 1974 (as amended) in relation to the services provided by Gribbles Veterinary NZ pursuant to this Contract and/or in relation to any equipment, parts or other materials to be supplied by Gribbles Veterinary NZ in connection with those services (hereinafter in this Clause referred to as [‘the goods’)] Gribbles Veterinary NZ’s liability for any breach thereof shall be limited:
- in the case of breach of warranty or condition relating to the services – to the supplying of the services again; and
- in the case of a breach of warranty or condition relating to the goods – to the replacement of the goods or the supply of equivalent goods, or (at the option of Gribbles NZ), to the payment of the cost of replacing the goods or of acquiring equivalent goods.
(b) Gribbles Veterinary NZ’s liability in respect of any breach of or failure by it to perform any of its obligations to the Client or any negligence or omission on the part of it, its employees, agents, servants or contractors shall be limited to liability for physical damage or injury to any person, and damage to property, which in any such case is a natural, immediate and foreseeable result of such breach, failure, negligence or omission and in no event shall Gribbles Veterinary NZ be in any way liable to the Client for any loss of use, loss of rent, or income or loss of profits, or any special, indirect or consequential damage.
- Relationship between Gribbles Veterinary NZ and Client
Nothing herein contained shall constitute Gribbles Veterinary NZ or its servants, employees or staff members as agents or employees or servants of the client, but the relationship between Gribbles Veterinary NZ and the client shall be and remain that of independent contractors.
- Submission of Notices
Any notice required to be given hereunder shall be sufficiently given by either party to the other by air mail, registered post or by telex or facsimile, to its address specified therein and such notice shall be deemed to have been given the day after the posting of such notice at any post office in Australia or on the day of transmission of the telex or facsimile.
- Law Applicable to Contract
These conditions shall be construed in accordance with the laws in force in the State of South Australia.
Any dispute which may arise as to the interpretation of these conditions shall be referred to an arbitrator to be appointed by agreement of both parties, or in default of agreement, by a single arbitrator appointed in accordance with the rules of arbitration applicable in South Australia or a court of competent jurisdiction.
Where any analysis or test is to be made neither Gribbles Veterinary NZ nor its agents or sub-contractors shall be liable for any loss, deterioration, or destruction of or damage to any of the client’s samples or property, but at all times the samples or property shall be at the risk of the client who shall indemnify Gribbles Veterinary NZ and its agent or sub-contractors against any action, claim, suit or demand arising from any such loss, deterioration, destruction or damage.
The client accepts that at all times the client retains ownership of all quantities of material delivered to Gribbles Veterinary NZ and any products produced including, but not limited to, tailings, concentrates and samples. The client shall at all times keep Gribbles Veterinary NZ indemnified from all costs associated with the safe disposal of these products and excess material in accordance with the most recent statutory requirements.
The client shall notify Gribbles Veterinary NZ where any sample to be received by Gribbles Veterinary NZ includes material which is classified as a dangerous substance or which requires special handling procedures.
Gribbles Veterinary NZ reserves the right at its discretion to sub-contract all or any part of the work to be done or services to be supplied and, in so sub-contracting, Gribbles NZ’s liability (if any) to the client shall be no more than its liability (if any) which it would have had if it had done the work or supplied the services itself.
- Force Majeure
No party to the contract shall be liable to the other party for any delay attributable to “Force Majeure” which, for the purposes of the contract, shall mean any event which is not within the reasonable control of the party affected and could not have been prevented or overcome by the exercise of due diligence by the said party.
Without prejudice to the generality of the above the events falling within the “Force Majeure” include Acts of Government (including withdrawal or cancellation of Export Licences) in their sovereign capacity, or by reasons of war, hostility, acts of public enemy, civil commotion, sabotage, fires, floods, explosions, epidemics, quarantine restrictions, strikes, lock-outs or acts of God (hereinafter referred to as “Events”).
For the purpose of this clause the “event” shall not include any occurrence that continues for less than ten (10) consecutive calendar days.
On the occurrence of any conditions of “Force Majeure” the party so affected shall within seven (7) days of the occurrence and cessation of such event give written notice of such event to the other party and use all reasonable endeavours to motivate the effect upon fulfilment of its obligations under the contract and resume full performance of its obligations under the contract as soon as possible.
Provided it can be established that the event(s) delay performance of the contract, the time of performance of the contractual obligations shall then be extended by a period or periods of not more than the duration of such an event or events.
However, if the event continues beyond ninety (90) days the parties to the contract shall mutually decide the future course of action.
In the event it is determined that the contract is to be terminated, the parties agree to pay each to the other any unearned portions of moneys paid, any outstanding expenses, charges, or costs incurred under the contract for work executed under the contract up to the notification of the event(s) which led to the termination of the contract.
- Taxes, Freight and Transport
The contract price is net and free of all taxes, imposts duties and levies etc which may be incurred by Gribbles Veterinary NZ or Gribbles Veterinary NZ’s staff in the client’s project country or in transit between New Zealand and the client’s project site. Such costs will be additional to the contract price and shall be borne by the client.
The costs of transport and accommodation of personnel, freight of materials, equipment and samples, insurance, site preparation work which may be incurred by Gribbles Veterinary NZ in the client’s project country or in transit between Australia and the client’s project site or within Australia is excluded from the contract price and shall be borne by the client.
Any reference to Gribbles Veterinary NZ in these conditions shall mean and include Gribbles Veterinary NZ, or any subsidiary thereof.
The reports issued by Gribbles Veterinary NZ are for the specific use of the client. Gribbles Veterinary NZ disclaims any liability to a third party who uses the report without Gribbles NZ’s written approval.
- Goods and Services Tax
If a tax of any nature whatsoever is introduced on amounts payable for, or otherwise in connection with, the supply of goods or services which results in the Contractor being required to pay an amount to the Deputy Commissioner of Taxation, or any other body authorised by law to collect taxes, levies or imposts, in respect of any amount received by the Contractor or payable by the Company, then such tax shall be an addition to the price for the supply of goods and services as determined herein and shall be payable by the company to the Contractor.