SVS Laboratories – Terms of Trade

1. Definitions
1.1 Definitions
Unless otherwise specified, the following definitions apply in these Terms:

Business Day means any day other than a Saturday, Sunday, or public holiday (as that term
is defined in section 5(1) of the Holidays Act 2003) in Hamilton, New Zealand.

Company means SVS Laboratories Limited (company number 5645687).

Confidential Information means information that:

(a) is by its nature confidential;
(b) is marked by a Party as ‘confidential’, ‘in confidence’, ‘restricted’ or ‘commercial in
(c) is provided by either Party, or a third party ‘in confidence’;
(d) a Party knows or ought to know is confidential; or
(e) is of a sensitive nature or commercially sensitive to a Party.

Contract means the contract formed in accordance with clause 3.1, comprising the Terms
and the content of the particular Order.

Customer means the person, firm, company or corporate entity with which a Contract is
formed, in accordance with these Terms.

Default Rate means 1.5% per month.

Force Majeure Event means an event that is beyond the reasonable control of the Party
immediately affected by the event, including but not limited to:

(a) acts of God, lightning strikes, earthquakes, tsunamis, volcanic eruptions, floods,
storms, explosions, fires, pandemics, epidemics and any natural disaster;

(b) acts of government authority, whether lawful or unlawful;

(c) acts of war (whether declared or not), invasion, actions of foreign enemies, military
mobilisation, requisition or embargo;

(d) acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage,
rebellion, insurrection, revolution or military usurped power or civil war; or
(e) contamination by radioactivity from nuclear substances or germ warfare or any other
such hazardous properties.

For the avoidance of doubt, a Force Majeure Event does not include any risk or event that the
Party claiming could have prevented or overcome by taking reasonable care.

GST means goods and services tax payable pursuant to the Goods and Services Tax Act
1985, at the rate prevailing from time to time.

HSWA means the Health and Safety at Work Act 2015 and includes any other relevant health
and safety laws, orders, regulations and standards.

Order means an order for Services placed by the Customer from time to time.

Parties means the Company and the Customer and Party means either one of them.

Personnel means all individuals engaged by or associated with either Party in relation to
these Terms, including a Party’s directors, employees, subcontractors, and agents.

Price means the price payable by the Customer to the Company for the provision of Services
under a Contract, as specified in the applicable Price Guide at the time an Order is made.

Price Guide means the list of prices, indicative timeframes for completion of Services, and                                                                                                                                                     Sample packaging instructions that apply to the various Services offered by the Company.

Referred Test means diagnostic testing services that the Company has requested to be
performed by a third party laboratory either within New Zealand or overseas and Referred
Tests has a corresponding meaning.

Reports means reports provided by the Company to the Customer recording any relevant
clinical and data analysis information and diagnostic results and Report has a corresponding

Samples means animal tissue specimen(s) provided by the Customer to the Company to
allow the Services to be performed and Sample has a corresponding meaning.

Services means the provision of laboratory testing services on Samples, including but not
limited to biochemistry, cytology, endocrinology, genetic testing, haematology, histopathology
and necropsy, microbiology, molecular diagnostics (PCR), parasitology, serology, toxicology
and trace element testing.

Specifications means any technical or other specifications relating to the Services attached
to or referred to in an Order.

Terms means these terms and conditions as amended from time to time.

Website means

2. Interpretation

2.1 Unless otherwise specified, the following rules of interpretation apply in these Terms:

(a) References to the Parties include their respective executors, administrators,
successors and permitted assignees.

(b) References to the words including, include or similar words do not imply any
limitation and are deemed to have the words without limitation following them.

(c) An obligation not to do anything includes an obligation not to suffer, permit or cause
that thing to be done.

(d) References to a statute or statutory provision means a New Zealand statute or
statutory provision and shall include all statutes or statutory provisions amending,
consolidating or replacing that statute or statutory provision referred to, and any
regulations, codes, orders in council and other instruments issued or made under that
statute or statutory provision.

(e) References to written or in writing shall include all modes of presenting or
reproducing words, figures and symbols in a visible form (including via email).

(f) References to time and dates are to time and dates in New Zealand.

(g) References to $ are references to New Zealand dollars.

3. Application of Terms

3.1 A Contract is formed when the Company accepts an Order placed by the Customer. The
Company can accept an Order verbally, in writing or by commencement of performance of the
Services. In addition to these Terms, a Contract includes the terms of each Order and any
Specifications unique to an Order.

3.2 The Customer will be deemed to have accepted these Terms by placing an Order in
accordance with clause 3.1.

4. Customer Details

4.1 If the Customer has not placed Orders with the Company previously, the Customer must
complete a “new submitting vet form“ available on the Website and provide this completed
form to the Company. Every Customer must have an associated vet that the Company will
send the Reports to.

4.2 The Customer must notify the Company if any of the details in the “new submitting vet form”
need to be updated at any time including the email address for Reports to be sent to.

4.3 The Company will not be liable for sending Reports to a Customer who has failed to update or
otherwise provide the Company with current contact information in accordance with clause
4.2, prior to the Reports being sent.

5. Orders

5.1 The Customer may place an Order with the Company by completing the testing submission
form relevant to the specific Services required by the Customer available on the Website and
sending that completed form to the Company, together with the relevant Sample.

5.2 Upon receipt of an Order from the Customer the Company may request further information
from the Customer in respect of the Order (if necessary). The Customer must provide
reasonable information, support and direction to the Company in order to clarify an Order.

5.3 Once placed, the Customer may not cancel an Order, except with the express consent of the

5.4 If the Company consents to the cancellation of an Order in accordance with clause 5.3, the
Company may charge the Customer for costs incurred by the Company up to the time of any
Order cancellation.

6. Samples

6.1 The Company will use reasonable endeavours to inform the Customer if it receives Samples
that are damaged, contaminated or improperly preserved, or when Samples do not meet the
volume requirements. Courier services may refuse pick up or delivery of packages containing
Samples that are leaking or unsafe.

6.2 The Company reserves the right to refuse to accept any Sample, including those that the
Company considers may pose a risk to the Company’s property or Personnel.

6.3 The Company will not be liable for any loss or damage resulting either directly or indirectly:

(a) where the Company performs the Services, from inaccurate test results due to the
Samples being damaged, contaminated or improperly preserved, or failing to meet
the volume requirements; or

(b) from the Company’s inability to perform the Services due to concerns with the
Samples, as described in clauses 6.1 and 6.2.

6.4 The Customer agrees that all Samples become the property of the Company upon receipt.
Once the Company has completed the Services and provided its Reports to the Customer,
the Company may retain or destroy the Samples, at its discretion.

6.5 Despite clause 6.4, if the Customer requests for Samples to be returned, the Company may
decide, at its sole discretion, whether to return the requested Samples to the Customer. The
Company will not be required to provide reasons if it elects not to return Samples to a

7. Services

7.1 The Company will carry out the Services as and when requested by the Customer in
accordance with these Terms.

7.2 The Company will use its reasonable endevours to complete the Services within the indicative
timeframes set out in the Price Guide but it does not warrant that those indicative timeframes
will be met. The Company will not be liable for any loss or damage resulting either directly or
indirectly from a failure to complete the Services within the indicative timeframes set out in the
Price Guide.

7.3 The Company may engage subcontractors to assist it in performing the Services.

7.4 The Company will provide the Customer with relevant Reports on completion of the Services.
The Reports will be owned by the Customer. The Company will not be liable to any third
party who uses or otherwise relies on a Report.

8. Price

8.1 In consideration of the performance of the Services, the Customer will pay the Company the
Price (plus GST).

8.2 The Company may update the Prices in the Price Guide from time to time. The new Prices in
the Price Guide will apply to all Orders placed after publication of the updated Price Guide.

8.3 Despite clause 8.2, the price of Referred Tests may not be included in the Price Guide. The
prices of Referred Tests are charged to the Company by third parties. Referred Test prices
marked ‘POA’ in the Price Guide are subject to change at the discretion of those third parties
that perform the Referred Tests. The third party will invoice the Company for the price of the
Referred Tests and these prices may not be known to the Company prior to the completion of
the Referred Tests. The Company will invoice the Customer for the price of the Referred

9. Payment

9.1 The Company may, in its sole discretion, require that the Price be paid in advance of the
Services being performed. The Company reserves its right to not commence work on any
Order unless and until payment of the Price has been received by the Company.

9.2 The Company will invoice the Customer on or around the first Business Day of each month
for the Price for Services completed or other costs payable by the Customer under these
Terms during the previous month.

9.3 Unless otherwise agreed in writing by the Company, the Customer will pay the Company’s
invoice in full, without set-off or deduction, on or before the 20th day of the same month that
the Company’s invoice is dated.

9.4 Unless otherwise agreed in writing by the Company, the Customer’s payment must be made
by direct credit to the bank account specified in the Company’s invoice. The Company may
agree, at its sole discretion, to alternative payment methods with Customers on a case by
case basis.

9.5 If the Customer disputes any part of the invoice, the Customer must notify the Company
within 10 Business Days of the date of the invoice. The Parties will endeavour to resolve the
dispute in accordance with the process set out at clause 14.

9.6 If the Customer does not pay any invoice by the due date, then (without prejudice to any of
the Company’s other rights), the Company may:

(a) charge interest on the outstanding amount at the Default Rate (calculated daily) until
payment is made in full;

(b) charge the Customer any debt collection and legal costs on a solicitor-own client
basis; or

(c) suspend the supply of further Services to the Customer under clause 11.

10. Customer Warranties

10.1 The Customer warrants to the Company that:

(a) all information provided to the Company is true and correct;

(b) the Customer has complied with all applicable laws and obligations in requesting the
Services and sending Samples to the Company; and

(c) all Samples will be packaged, labelled and delivered in accordance with the
packaging specifications described in the Price Guide.

11. Suspension and Termination

11.1 The Company may suspend the supply of part or all of the Services by giving written notice to
the Customer if:

(a) the Customer fails to pay any invoice when due;

(b) any credit limit the Company has agreed to grant to the Customer is or is likely to be

(c) the Company has any concerns about the Customer’s creditworthiness; or

(d) the Company otherwise determine that it is necessary to suspend the supply of

11.2 Any costs incurred by the Company as a result of a suspension pursuant to clause 11.1 will
be immediately due and owing by the Customer to the Company.

11.3 A Contract may be terminated immediately by either Party giving written notice to the other as
a result of:

(a) the other Party’s default under that Contract which is not capable of remedy or where
the breach is capable of remedy, but the other Party fails to remedy the breach within
10 Business Days of receiving written notice specifying the breach and requiring it to
be remedied; or

(b) the other Party becoming insolvent, or being subject to the appointment of a receiver,
manager, liquidator, or statutory manager, or committing an act of bankruptcy, or
making a scheme of arrangement with its creditors.

11.4 Upon termination of a Contract (for whatever reason) the Customer shall, within 10 Business
Days of the date of termination, pay to the Company all sums due and owing to the Company
under that Contract. Termination of the Contract will not affect any accrued rights or
obligations of either Party.

11.5 The Parties agree that the provisions of clauses 1, 2, 10, 11, 13, and 16 – 19 survive
termination or expiry of the Contract.

12. Force Majeure

12.1 The Company will not be liable to the Customer for any failure to perform its obligations under
the Contract to the extent the failure is due to a Force Majeure Event.

12.2 If the Company wishes to claim suspension of its obligations due to a Force Majeure Event,
the Company will notify the Customer as soon as reasonably practicable. The notice will

(a) the nature of the circumstances giving rise to the Force Majeure Event;

(b) the extent of the Company’s inability to perform under the Contract;

(c) the likely duration of that non-performance; and

(d) details of what steps are being taken to minimise the impact of the Force Majeure
Event on the performance of the Contract.

12.3 If the Company is unable to perform any obligations under the Contract for 20 Business Days
or more due to a Force Majeure Event, the Customer may terminate the Contract immediately
by giving notice to the Company.

13. Liability

13.1 To the fullest extent permitted by law, the Company’s liability in relation to Services performed
under a Contract, whether arising in contract, tort (including negligence) or otherwise, is
limited (at the Company’s election) to either the:

(a) reperformance of the Services; or

(b) total Price of the relevant Services paid to the Company by the Customer.

13.2 To the extent clause 13.1 does not apply, if a Party is held liable to the other Party or any
other person for any reason, that Party’s total liability under a Contract whether arising in
contract, tort (including negligence) or otherwise, is limited to the aggregate sum of $5,000.

13.3 Despite anything else in these Terms, neither Party will be liable whether arising in contract,
tort (including negligence) or otherwise, for any loss of profits or any indirect or consequential
loss or damage arising out of these Terms.

14. Disputes

14.1 The Parties must use reasonable endeavours to resolve any and all disputes arising under or
relating to a Contract by negotiation. If a dispute is settled at or following negotiations under
this clause 14.1, such settlement shall be recorded in writing and be signed by the Parties,
whereupon it shall be final and binding on the Parties.

14.2 Nothing in this clause 14 will prevent either Party from seeking urgent interim relief from the

(a) for interlocutory relief;

(b) to recover a debt payable; or

(c) to enforce a settlement agreed to by the Parties.

15. Consumer Guarantees and Fair Trading

15.1 To the extent permitted by law, the Company excludes any warranty, condition or obligation
imposed or implied under the Consumer Guarantees Act 1993 (CGA), the Fair Trading Act
1986 (FTA), other legislation, common law, equity or otherwise.

15.2 Other than as expressly provided for in these Terms, the Company excludes all such imposed
warranties, conditions or obligations to the extent permitted by law and excludes any
warranty, condition or obligation imposed or implied under common law, equity or otherwise.

15.3 The Parties acknowledge and agree that:

(a) the Customer is acquiring the Services for the purposes of a business pursuant to
sections 2 and 43(2) of the CGA;

(b) the Services are both supplied and acquired in trade for the purposes of the FTA and
the Parties agree to contract out of sections 9 (misleading and deceptive conduct
generally), 12A (unsubstantiated representations), and 13 (false or misleading
representations); and

(c) all warranties, conditions, and other terms implied by the CGA or sections 9, 12A, and
13 of the FTA are excluded from these Terms to the fullest extent permitted by law
and the parties further acknowledge and agree that it is fair and reasonable that the
parties are bound by this clause 15.2.

16. Confidentiality and Collection of Information

16.1 Each Party confirms that it has adequate security measures to safeguard the other Party’s
Confidential Information from unauthorised access, or use by third parties, and that it will not
use or disclose the other Party’s Confidential Information to any person or organisation other

(a) if these Terms authorise disclosure of the Confidential Information;

(b) to the extent necessary to deliver the Services;

(c) if the other Party gives prior written approval to the use or disclosure;

(d) if the use or disclosure is required by law; or

(e) in relation to disclosure, if the information has already become public, other than
through a breach of the obligation of confidentiality by one of the Parties.

16.2 Each Party will ensure that its Personnel who are involved with delivery of the Services:

(a) are aware of the confidentiality obligations in these Terms; and

(b) do not use or disclose any of the other Party’s Confidential Information except as
allowed by these Terms.

16.3 The Customer consents to the Company’s collection, use and disclosure of the Customer’s
personal information for purposes in connection with the Company’s provision of the Services
including, but not limited to, carrying out credit checks on the Customer with a credit reporting
agency. The Company will comply with its obligations under the Privacy Act 2020 in respect
of its collection, use and disclosure of the Customer’s personal information.

17. Health and Safety

17.1 The Parties will:

(a) each ensure they comply with their respective obligations under the HSWA; and

(b) consult, cooperate and coordinate as far as reasonably practicable with each other
and any other person who has health and safety obligations in connection with their
obligations under the HSWA.

18. Notices

18.1 All notices and other communications to be given under these Terms must be in writing in
English and be addressed to the Party to whom it is to be sent at the physical address or
email address from time to time designated by that Party in writing to the other Party.

19. General

19.1 A Contract comprises the entire agreement of the Parties in relation to the supply of Services
and supersedes any previous discussions, arrangements and representations between the

19.2 Nothing in the Contract should be interpreted as constituting either the Company or the
Customer, an agent, partner or employee of the other and neither Party will have the authority
to act for or to incur any obligation on behalf of the other Party except as expressly provided
for in the Contract.

19.3 Neither Party will be deemed to have waived any right under these terms unless the waiver is
in writing and signed by that Party.

19.4 The Customer may not assign, subcontract or otherwise transfer any of its rights, benefits or
obligations under the Contract without the prior written consent of the Company. A change in
the management or control of the Customer or the sale of a major part of the Customer’s
business or assets will be deemed to be an assignment for the purposes of this clause 19.4.

19.5 Each Party agrees that it will, at all times, comply with all laws, regulations and orders in
carrying out its obligations under a Contract.

19.6 Each Party warrants and represents to the other Party that:

(a) it has full power and authority to agree to enter into and bind itself to a Contract;

(b) all consents, authorisations and approvals that are necessary or required for that
Party in connection with a Contract, and the assumption of rights and obligations
under them, have been obtained or effected; and

(c) the agreement to and performance pursuant to a Contract does not constitute a
breach of any law or obligation by which that Party is bound and which would prevent
it from agreeing to or performing its obligations under a Contract.

19.7 If any provision of the Contract is found by a court or other competent authority to be void or
unenforceable, such provision will be deemed to be deleted from the Contract and the
remaining provisions of the Contract will continue in full force and effect.

19.8 The Company may amend these Terms from time to time by notifying the Customer in writing
or uploading the updated Terms to the Website . Any amendment to these Terms will apply
to any Contract after the Company notifies the Customer of the amendment either by
contacting the Customer directly or uploading the updated Terms to the Website. A Contract
or these Terms may otherwise be amended or varied in writing and signed by each Party.

19.9 The Contract, and any claims arising out of or in connection with it or its subject matter or
formation (including non-contractual claims), will be governed by and construed in
accordance with the laws of New Zealand and the Parties irrevocably submit to the exclusive
jurisdiction of the courts of New Zealand for any matter arising under or relating to the
Contract or its subject matter or formation or the relationships established by it (including non-
contractual claims).