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 confidence’;
(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 meaning.
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 Company.
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 Customer.

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 endeavours 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 Tests.

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 exceeded;
(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 Services.
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 state:
(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 courts:
(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 than:
(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 Parties.
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).