Terms and conditions of trade

Awanui Veterinary is the trading name of Gribbles Veterinary Pathology Limited – a New Zealand Registered Company. All references to Awanui Veterinary are also referencing Gribbles Veterinary Pathology Limited (and it’s subsidiary Fond Farewells).

1. Services

The client may request that Awanui Veterinary provides services to the client, which it may agree to provide (“Services”). The client acknowledges and agrees that Services are strictly limited to those specifically requested by the client and which Awanui Veterinary has agreed to provide to the Client.

2. Validity

Where applicable, the offer for Services is valid for acceptance for 60 days from date of issue.

3. Change of Price

Awanui Veterinary reserves the right to change the price without notice once the validity period has expired. Awanui Veterinary reserves the right to change the price where a change in legislation or other Government / regulatory agency order results in an increase in the cost of services or goods being provided by Awanui Veterinary under this contract where such change could not have been reasonably foreseen or where such change was previously negatived by law.

4. Payment

(a) Domestic

The client agrees to pay all accounts rendered by the 20th day of the month following invoicing. Awanui Veterinary 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, Awanui Veterinary 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 1.5% per month.

Dependent on the nature of contract, Awanui Veterinary reserves its right to request an advance payment to be paid prior to the commencement of the contract. Awanui Veterinary 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.

(b) International

The client agrees to pay Awanui Veterinary 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, Swift code: ANZBNZ22 at the ANZ Bank, Auckland, New Zealand.

Twenty four hours prior to Telegraphic Transfer, please advise by email (accounts@aphg.co.nz) 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.

5. Cooperation between Awanui Veterinary and client

Subject to these terms and conditions, Awanui Veterinary will contact the client during normal hours with Awanui Veterinary communicating to the client about the Services at appropriate intervals. An authorised representative of the client may confer with the appropriate members of the Awanui Veterinary staff at mutually agreed times for the purpose of providing such assistance as will make it possible for Awanui Veterinary to achieve the objectives of the Services .

Awanui Veterinary welcomes the cooperation of the client in providing such information, assistance and cooperation as is necessary for Awanui Veterinary to achieve the objectives of the project.

6. Variation

The Services may be varied by mutual agreement between Awanui Veterinary and the client and such agreement will include variations to the date of completion of the Services and the overall price. A written confirmation of such variation must be received by Awanui Veterinary prior to commencement of work on the variation.

7. Reports

Awanui Veterinary will supply the client with one copy of the report (method references provided on request only) of its findings and progress for the Services at such intervals as Awanui Veterinary and the client agree subject to progress payments having been made as per clause 3. For the avoidance of doubt, this clause is subject to section 8.

8. Intellectual Property Rights

The client owns all Intellectual Property Rights, including all Confidential Information, which it provides to Awanui Veterinary.

Awanui Veterinary agrees that it will not use, disclose or otherwise deal with the client’s Intellectual Property Rights without the client’s consent, other than as set out below.

Sometimes, Awanui Veterinary may use or disclose the client’s Intellectual Property Rights (specifically being samples, test results or reporting data related to these samples and test results) for programmes and reports of national or regional interest to a small number of highly trusted third party providers. This is generally by providing testing results or reporting data on samples for further analysis, including for animal health trends / detection of risks. Awanui Veterinary will not disclose identifying details when it provides this information to third party providers.

The client agrees that Awanui Veterinary is permitted to use, disclose or otherwise deal in the client’s Intellectual Property Rights in accordance with this clause 8. The client grants Awanui Veterinary, a perpetual, non-exclusive, sub-licensable royalty free licence to use, disclose or otherwise deal with the client’s Intellectual Property Rights including for the provision of services to the client, for improving Awanui Veterinary’s services and for analytical purposes by Awanui and trusted third party providers.

Where Awanui Veterinary provides Intellectual Property Rights to trusted third parties for the purposes outlined above, it is not required to advise the client of its activities, or the results of any additional testing that may be carried out from time to time. The client expressly releases Awanui Veterinary of all obligations in this respect.

All Intellectual Property Rights and all information and data generated or developed by or on behalf of Awanui Veterinary in connection with the Services (excluding the samples and test results identified above as being owned by the client), will automatically vest in it and, except as expressly set out in these terms, the client will not obtain any rights or interests in such Intellectual Property Rights other than the right to use the Intellectual Property Rights solely for the purposes for which the Services are provided. No other part of the Intellectual Property Rights (including Gribbles generated / developed reports, documents, software and information) may be used for other purposes without Awanui Veterinary’s written permission.

The client warrants that it has the right to grant the licence contained in this clause 8 and indemnifies Awanui Veterinary for any costs, expenses or liabilities suffered or incurred by it as a result of a breach of this warranty.

9. Confidentiality

Other than as expressly provided for in this contract, the client and Awanui Veterinary agree not to disclose any other information shared between them with third parties outside the contract without the express approval of the other. 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 statement by Gribbles Veterinary NZ seeking other projects that this project has been undertaken by Awanui Veterinary.

10. Privacy

Where applicable, the Client authorises Awanui Veterinary to collect, use, disclose and retain personal information about the client or its employees in accordance with its Awanui Veterinary’s privacy policy.

11. Right to Terminate Contract

This contract shall be terminated on the completion of the services or project or at such other time and under such conditions as Awanui Veterinary and the client mutually agree in writing. Upon such termination or cancellation Awanui Veterinary 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.

12. Default by Awanui Veterinary

In the event of any default by Awanui Veterinary in carrying out the work specified by this contract (not being default caused by the client) the client may at their discretion give notice in writing of the default to Awanui Veterinary requiring that the default be remedied within 30 days or such further time as specified after the date of service of the notice. If Awanui Veterinary does not remedy the default within the time specified in the notice the client may terminate the contract. Upon termination Awanui Veterinary shall be entitled to recover from the client all its costs, expenses and reasonable charges in accordance with the recovery procedure in Clause 11.

13. Default by Client

In the event of any default by the client which prevents Awanui Veterinary from carrying out the work specified in this contract Awanui Veterinary may in its discretion and without prejudice to any other rights which it may have to terminate this contract under clause 11 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 Awanui Veterinary may in its discretion terminate the contract and upon such determination Awanui Veterinary 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.

14. Limitation of Liability

To the extent permitted by law, Awanui Veterinary will not be liable for any claims arising under or in connection with the Services, whether in tort (including negligence), contract, statute or otherwise including those related to:

(a) loss of profits, rent, business, income, samples, testing results, other data;

(b) any other consequential, indirect or special loss or damage of any kind; and

(c) Awanui Veterinary not advising the customer of testing results or related information provided to trusted third party providers as identified in section 8 above.
Where Awanui Veterinary is unable to exclude its liability, the client agrees that Awanui Veterinary’s maximum aggregated liability is limited to the value of the damage or injury to the individual / property in the previous 12 months unless for personal injury or death of individuals.
This section is subject to any rights and remedies available under the Consumer Guarantees Act (“CGA”) and Fair Trading Act (“FTA”) that may be available to the client which are discussed below.

15. CGA

In the case of any conditions or warranties which may mandatorily be implied into this contract by virtue of the CGA in relation to the services provided by Awanui Veterinary pursuant to this Contract and/or in relation to any equipment, parts or other materials to be supplied by Awanui Veterinary in connection with those services (hereinafter in this Clause referred to as “the goods”), Awanui Veterinary’s liability for any breach thereof shall be limited:

(a) in the case of breach of warranty or condition relating to the services – to the supplying of the services again;

(b) 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 Awanui Veterinary), to the payment of the cost of replacing the goods or of acquiring equivalent goods; or

16. Contracting out of the CGA and FTA

Where the client is not a consumer for the purpose of the CGA or the FTA, the client:
(a) acknowledges that they are in trade;

(b) agrees it is fair and reasonable to contract out of the CGA (per section 43) and sections 9, 12A and 13 of the FTA; and

17. Relationship between Awanui Veterinary and client

Nothing herein contained shall constitute Awanui Veterinary or its servants, employees or staff members as agents or employees or servants of the client, but the relationship between Awanui Veterinary and the client shall be and remain that of independent contractors.

18. 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 electronic mail 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 New Zealand or on the day of transmission of the email.

19. Law Applicable to Contract

These conditions shall be construed in accordance with the laws in force in New Zealand.

20. Arbitration

Any dispute which may arise as to the interpretation of these conditions shall be referred to an arbitrator to be appointed by contract of both parties, or in default of contract, by a single arbitrator appointed in accordance with the rules of arbitration applicable in New Zealand or a court of competent jurisdiction.

21. Ownership of Samples

Where any analysis or test is to be made neither Awanui Veterinary 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 Awanui Veterinary 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 Awanui Veterinary and any products produced including, but not limited to samples. The client shall at all times keep Awanui Veterinary 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 Awanui Veterinary where any sample to be received by Awanui Veterinary includes material which is classified as a dangerous substance or which requires special handling procedures.

In accordance with clause 8, Awanui Veterinary may use, otherwise deal with or disclose client samples. This is generally to a small number of highly trusted third providers for the purposes of further testing or providing testing results / reporting data to those selected third providers for further analysis of animal health trends / detection of risks.

The client agrees that Awanui Veterinary is permitted to use, disclose, transport or otherwise deal with client samples. Awanui Veterinary will use best endeavours to minimise the Confidential Information disclosed to third parties wherever possible.

Where Awanui Veterinary provides samples to third parties for the purposes outlined above, it is not required to advise the client of this, or the results of any additional testing that is carried out. The client expressly releases Awanui Veterinary from this obligation.

22. Sub-contracting

Awanui Veterinary 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, Awanui Veterinary’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.

23. 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.

24. Taxes, Freight and Transport

The contract price is net and free of all taxes, imposts duties and levies etc which may be incurred by Awanui Veterinary or Awanui Veterinary’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 Awanui Veterinary in the client’s project country or in transit between New Zealand and the client’s project site or within New Zealand is excluded from the contract price and shall be borne by the client.

25. Interpretation

Any reference to Awanui Veterinary in these conditions shall mean and include Awanui Veterinary, or any subsidiary thereof.

Any reference to Confidential Information means any information (in any form, written, electronic or otherwise) which is treated as confidential by the party who owns the information including any samples, test results and reporting, as well as the terms of this contract.

Any reference to Intellectual Property Rights means any current or future rights anywhere in the world including all trademarks, business names, Confidential Information and know-how, inventions and patents, copyright and neighbouring rights whether applied for or not.

26. Disclaimer

The reports issued by Awanui Veterinary are for the specific use of the client. Awanui Veterinary disclaims any liability to a third party who uses the report without Awanui Veterinary’s written approval.

27. 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.