IN VITRO TECHNOLOGIES PTY. LTD. GENERAL CONDITIONS OF QUOTATION AND SALE
NZBN: 9429030264267

1. Interpretation. In this Agreement the following definitions shall apply:
“In Vitro” means In Vitro Technologies NZ Ltd NZBN 9429030264267 and its substitutes, successors, assigns and agents;
“Contract Goods” means the goods ordered by the Customer from In Vitro as stipulated on the reverse.
“Loss” means any loss, liability, damage, expense or cost whatsoever and includes (without limitation) indirect or consequential loss or damage, loss of profits or business opportunity, and damage to equipment or property.
“PPSA” means Personal Property Security Act 1999.

2. Price.
2.1. Prices quoted for Contract Goods are based on information available to In Vitro at the time of the Quotation (“Quoted Price”).  In Vitro reserves the right to amend the Quoted Price at any time prior to acceptance of the Order by In Vitro or otherwise in accordance with this clause 2. 
2.2. In Vitro is permitted to vary the Quoted Price, unilaterally by notice in writing to the Customer should there have been any circumstance that affects the Quoted Price including, but not limited to variations in; the rate of exchange (see Clause 2.3), the rate of Customs’ duty (Clause 2.4), any applicable tax, including sales tax (Clause 2.6), GST or delivery costs (Clause 2.7), since the date of the quotation.
2.3. Rates of Exchange. Prices quoted are based on currency rates of exchange at the time of quotation.  Any variation in excess of $45.00 from that rate of exchange at the time of delivery may result in a variation of the Price (the “Variation Amount”) as determined by In Vitro in its absolute discretion.  Duty Free. Should 
2.4. Duty Free prices be requested and subsequently quoted by In Vitro, it is understood by the Customer that such prices are based on the goods being indented from overseas against the Customer's order.  It is then the responsibility of the Customer to provide In Vitro with the necessary documentation from the Customs Department to enable the items ordered to be brought into New Zealand Duty Free. Where duty fees are imposed for any reason whatsoever the Customer understands that it is responsible for these and that this will be added to the Price.
2.5. “Ex-Stock”. All Contract Goods quoted "ex stock" are subject to prior sale.  For those items quoted on an indent basis, the delivery time is based upon In Vitro’s knowledge at the time of quotation. 
2.6. Goods and Services Tax (GST). All prices quoted are exclusive of GST unless expressly stated otherwise.
2.7. Delivery costs. The Customer is responsible for all delivery and transport costs in addition to the Price of the Contract Goods unless expressly stated otherwise.
2.8. Activation. In order to receive this discounted pricing, please ACTIVATE YOUR QUOTE by contacting Customer Care on either: Phone: 0800 468 487 Fax: 9573 0711 Email: infonz@invitro.co.nz OR when placing an order for the goods on this quotation, please ensure you quote the quotation number.

3. Payment.
3.1. Payment for Contract Goods must be made without set off or deduction, not later than the 20th day of the month from the date of invoice.
3.2. If the Customer fails to make any payment to In Vitro by the date due for payment, In Vitro may, at its sole discretion (and without prejudice to any other rights or remedies available to it) require the Customer to pay, on demand, default interest on any amount outstanding at 2.5% per month accruing on a daily basis from the due date for payment until the date when payment is actually made. The Customer will also be liable to pay all expenses and costs (including legal costs on a solicitor-client basis) in connection with In Vitro recovering or attempting to recover any overdue amount.
3.3. In Vitro may refuse to deliver Contract Goods ordered by the Customer if payment of any monies owing to In Vitro by the Customer is in arrears, notwithstanding that In Vitro has accepted any relevant Order or any monies in partial fulfilment of that Order.
3.4. In the event if payment in full is not received by the due date In Vitro reserves the right to additionally charge late payment charges in the form of an administrative collection fee of $45 NZD per Collection Notice issued by In Vitro to the Customer.

4. Deposit. Where stipulated in the body of the quote that a deposit is payable, the Customer must pay the deposit within 14 days of a request from In Vitro. Where the Customer is in breach of this Agreement and In Vitro terminates this Agreement as a result, the deposit will be forfeited to In Vitro. Until such time as deposit is received or order quote activated.

5. Notification of Defects and Returns.
5.1. All breakages and short deliveries must be notified to the In Vitro Customer Care team within 72 hours of receipt in writing (“Notice”). Failure to provide Notice as required by this clause will negate any responsibility of In Vitro for such breakage's and/or short deliveries.
5.2. Only Contract Goods supplied in error or that are faulty will be considered for a refund or return. 
5.3. Where In Vitro otherwise agrees with the Customer to permit a refund in its absolute discretion, the return may be subject to a minimum $50 NZD plus freight restocking charge for returned goods up to the value of $1,000 NZD and up to 15% for Contract Goods over the value of $1,000 NZD.

6. Warranty.
6.1. Except as expressly set out in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement. Without limiting the foregoing: (a) the Customer acknowledges that In Vitro does not manufacture the Contract Goods; and (b) In Vitro will not be held responsible for the incorrect description, use or application of the Contract Goods.
6.2. The Contract Goods referred to in this quotation are warranted for a period as indicated in the body of the quote from the date of dispatch unless otherwise stated. Should any of the Contract Goods fail due to any defect in materials or workmanship, In Vitro undertakes to repair, free of charge. In Vitro does not warrant against failure of any component of the Contract Goods which is consumed in the normal operation of the Contract Goods including, but not restricted to lamps or illumination sources, thermocouples, electrical heaters or elements, batteries and items solely or partly manufactured from glass, silica or ceramic material.  In any event this warranty does not apply to any fault in the Contract Goods which results from the negligence or malpractice of the Customer, its employee’s, agents or any third party.  The warranty does not apply to realignment or re-calibration of any Contract Goods, where the need for such re-alignment or re-calibration results from the ordinary use of the product.

7. Delivery and Risk.
7.1. Unless otherwise specified by In Vitro, the delivery point shall be In Vitro’s premises and no failure or refusal by the Customer to take possession of any Contract Goods shall affect the time of Delivery. 
7.2. Any time stated for Delivery on an Order Form or otherwise is an estimate only and not of the essence of the Contract. 
7.3. In Vitro will in no event be liable for any late Delivery or Loss sustained as a result or consequence.
7.4. In Vitro shall not be responsible or liable for any loss or damage to any Contract Goods, or any Loss or damage that the Customer may suffer in relation to the transport of the Contract Goods.
7.5. At its discretion, In Vitro may store Contract Goods that have been ordered by the Customer and delivered to In Vitro, until such time as the Customer is ready to take delivery of the Contract Goods or In Vitro refuses to continue to store the Contract Goods (whichever occurs sooner).  The Customer will be liable for all reasonable costs incurred by In Vitro in storing the Contract Goods from the time of Delivery.

8. Commissioning. Commissioning shall not be carried out by In Vitro, unless previously agreed in writing by In Vitro.  Where installation and commissioning is agreed to by In Vitro, it is the Customer’s responsibility to provide all services and utilities required, including but not restricted to; electrical, water, air and waste connections.  Where special handling or lifting equipment is required all costs and risk shall be borne by the Customer.

9. Modifications. In Vitro will undertake to make minor modifications (e.g. power leads, plugs, fuse holders, etc.) but will not interfere with any function of the Contract Goods that may jeopardise the manufacturer’s warranty.  If the Customer desires to make further modifications, it must obtain written permission from In Vitro in advance before doing so. Despite any consent provided by In Vitro, all modifications are affected at the risk of the Customer.

10. Indemnity. To the maximum extent permitted by law, the Customer unconditionally releases, discharges and forever indemnifies and holds harmless In Vitro from, against and in relation to:
i. all Loss, damages, suits, demands, expenses or claims resulting from, connected with or based on any Contract Goods  supplied by In Vitro to the Customer;
ii. matters, circumstances, damages, losses or liabilities that have been limited or excluded in this document;
iii. any breach by the Customer of this Agreement; and
iv. any matters, circumstances, damages, losses or liabilities for which the Customer has assumed the risk in this document, to the extent that the foregoing may exceed in any instance, the limit of In Vitro’s liability set out in clause 11.

11. Liability of In Vitro and its directors, officers and agents.
11.1. To the maximum extent permitted by law, this clause 11 sets out the entire financial liability of In Vitro in respect of: (a) any breach of this Agreement; (b) any use of the Contract Goods by the Customer; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement, or their subject matter.
11.2. Despite anything in this Agreement, In Vitro will not be liable to the Customer or any person by or through the Customer, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for: (a) loss of profit; or (b) loss of goodwill; or (c) loss of business; or (d) loss of business opportunity; or (e) loss of anticipated saving; or (f) loss or corruption of data or information; or (g) any special, indirect or consequential damage suffered by the Customer or any person by or through the Customer.
11.3. Despite anything in this Agreement, In Vitro’s total liability arising under or in connection with this Agreement and its subject matter, whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, will be limited to the cost of the Contract Goods the subject of this Agreement to which the liability relates, or if that sum is not determinable, $100 NZD.
11.4. In Vitro’s sole liability for the breach of any guarantee under relevant legislation in regards to which liability cannot be excluded, is limited at In Vitro’s option to the replacement or repair of the goods or supply of equivalent goods or payment for replacing or repairing the goods or supplying equivalent goods.

12. Extension of benefits. Each and every limitation or exclusion of liability and each, release, indemnity or similar provision in this document benefiting In Vitro, is also available to and is accepted by In Vitro as trustee and agent for, each of its directors, employees, agents and sub-contractors.

13. Security Interest.
13.1. To the extent permitted by law, the Customer agrees that we contract out of Sections 114(1)(a), 133 and the Purchaser’s rights referred to in Sections 107(2)(c), (d), (e), (h) and (i) of the PPSA. 
13.2. Until ownership of the Contract Goods passes to the Customer, the Customer waives its rights under the PPSA to:
v. Receive a copy of any verification statement or financing change statement,
vi. Receive notice that In Vitro intend to sell the Contract Goods or retain them to enforce its security,
vii. Redeem the Contract Goods or object to In Vitro’s proposal to retain goods in satisfaction of any obligation owed to In Vitro,
viii. Receive a statement of account on the sale of the Contract Goods (although the Customer is entitled to have any surplus funds returned to it),
ix. Where the Contract Goods become an accession, as defined in the PPSA, receive notice of the removal of the accession and not have goods damaged by that removal;
And the Customer must not give In Vitro, or allow any other person to give In Vitro a written demand to register a financing change statement or allow any person to register a financing change statement.
13.3. The Customer shall provide all information and do all things including the execution of documents as In Vitro may require for the purpose of securing to In Vitro the Contract Goods, the payment of all amounts owing and the performance of all of the Customer’s obligations under this Agreement, and for the purpose of ensuring that In Vitro has a perfected first ranking security interest in the Contract Goods and any proceeds under the PPSA. The Customer shall give written notice to In Vitro of any change to its name at least 14 days before such change takes effect.
13.4. The Customer will: (a) maintain and keep the Contract Goods in good working order and condition and protected against theft, loss or damage; and (b) permit In Vitro at all reasonable times by its agents, employees and officers to enter upon any land or premises owned or occupied by the Customer to view and inspect the Contract Goods.
13.5. In Vitro shall have the right, as the Customer’s agent, at any time while any amounts owing by the Customer to In Vitro under this Agreement remains outstanding to enter into any premises where the Contract Goods are stored and remove them without being responsible for any damage caused in doing so. The Customer shall indemnify In Vitro for all such moneys and all costs, charges and expenses in repossessing the Contract Goods.

14. Force Majeure. If by reason of any fact, circumstance, matter or thing beyond the reasonable control of In Vitro, In Vitro is unable to perform in whole or in part any obligation under this agreement then:
i. In Vitro is relieved of that obligation under this agreement to the extent and for the period that it is unable to perform such obligation; and
ii. In Vitro will not be liable to the Customer for failure to perform such obligation or any Loss sustained therein, to the extent and for the period of non-performance contemplated by this clause.
iii. Where the force majeure event extends beyond one (1) month, either party may terminate this contract.

15. No Variations. Except where In Vitro exercises any of its price variation rights under Clause 2, this Agreement can only be varied in writing, where it is signed by an authorised representative of both parties.

16. Survival. Clauses 5, 6.1, 7, 9, 10, 11, 12, 13 and any other provision, which by its nature survives termination or expiry of this document, will survive any termination or expiry of this document.

17. Severance. If any part of this document is, or becomes, legally invalid or unenforceable, the remainder of this document subsists and remains enforceable.

18. Entire Agreement.
18.1. Any marketing material provided by In Vitro in respect of a quotation generally represents the Contract Goods, but may not comply in all respects to the item supplied, as manufacturers always reserve the right to make design or performance alterations without prior notification.
18.2. This Agreement is the entire agreement of the parties on the subject matter. The only enforceable obligations and liabilities of the parties in relation to the subject matter are those that arise out of the provisions contained in this Agreement. All representations, communications and prior agreements in relation to the subject matter are merged in and superseded by this Agreement.

NZBN: 9429030264267