1. TERMS AND CONDITIONS OF SALE
1.1 These terms and conditions apply to the sale of products by LINK to the Buyer. LINK may vary these terms by notice in writing to the Buyer. A copy of LINK's current terms and conditions of sale is available at linkhealthcare.co.nz
1.2 These terms prevail over any terms in any document of the Buyer and contain the entire agreement between the parties. If the Buyer places an order, accepts delivery of products and makes any payment under this invoice or performs any of these terms, the Buyer is taken to have accepted these terms.
1.3 If LINK and the Buyer have entered into a Government contract, clause 1.2 does not apply and the terms of that contract prevail over the terms of this document.
2. PRICE AND GST
2.1 Prices quoted by LINK are those ruling at the date of issue of quotation. A price quotation is not an offer by LINK, LINK may alter prices without notice before LINK accepts the Buyer's order.
2.2 Prices are exclusive of GST. The Buyer must pay to LINK an amount equal to any GST LINK must pay for any supply by the products under these terms and conditions of sale. The Buyer must pay GST at the same time the Buyer pays the price (under clause 5).
2.3 All prices quoted include standard packing for delivery within New Zealand (unless otherwise stated in the quote).
3.1 Subject to clause 3.2, orders for products must be in units of measure (as defined by MedSafe and manufacturer's certification for the relevant product, as reflected in the LINK catalogue).
3.2 Orders for catalogue or non-catalogue products which are not held as a stock line by LINK and which are ordered on the Buyer's request must be for the relevant manufacturers minimum order quantity for that product.
3.3 If an order is for less than $200 then a $20 handling and freight charge will apply. LINK may waive this charge where the Buyer exclusively orders products through LINK's electronic ordering system.
3.4 Orders for products which are temporarily out of stock will only be placed on backorder at the Buyer's express request.
4.1 LINK will use reasonable endeavours to despatch available products ordered for immediate delivery no later than 48 hours after receipt of the order.
4.2 Any delivery time LINK gives the Buyer is only an estimate. LINK is not liable to the Buyer for any loss or damage (including consequential loss or damage) arising from late delivery.
4.3 The Buyer must still accept and pay for the products even if LINK delivers late.
4.4 Products will be delivered during LINK's normal business hours. If LINK agrees to deliver products outside these normal business hours, LINK may impose an additional delivery charge.
4.5 The products will be delivered using methods and carriers selected by LINK. If the Buyer requests other arrangements, the products will be transported at the Buyer's cost and risk.
(a) the Buyer does not take delivery when the products are ready; or
(b) the Buyer orders the products for collection and does not collect then within 10 business days after the specified collection date,
LINK is entitled to store the products (or deliver them to one of the Buyer's addresses) without liability and at the Buyer's cost and risk.
5.1 Products will be invoiced on dispatch.
5.2 The Buyer must pay all invoices in full (without set-off or deduction, including for any claims for credit) within 30 days after the date of the invoice.
5.3 If the Buyer fails to pay an amount due:
(a) LINK may charge interest on the overdue amounts calculated daily at 2% per annum above the maximum overdraft rate charged by LINK bankers;
(b) LINK may cancel or suspend further delivery of products to the
Buyer until full payment of all money due from the Buyer to
(c) LINK may vary or withdraw credit at its discretion.
5.4 The Buyer must pay all expenses incurred by LINK in the recovery of overdue amounts.
6. RISK AND TITLE
6.1 Risk in the products passes to the Buyer at the time of delivery to the Buyer, its carrier or agent. Title to and property in the products does not pass from LINK to the Buyer until the Buyer pays in full all monies owing to LINK.
6.2 Until title to a product passes to the Buyer:
(a) the Buyer must hold the product as fiduciary and Bailee for LINK and store the product properly and separately as to be identifiable as the property of LINK;
(b) the Buyer must fully insure the product against loss or damage, ensuring that LINK's interest as owner is noted on the policy;
(c) if the Buyer does not pay an invoice by the due date, LINK is entitled to enter any premises occupied by the Buyer and repossess the product; and
(d) the Buyer may only sell the product as fiduciary (but not agent) of LINK, in the ordinary course of the Buyer's business and must:
(i) hold all proceeds separately in trust for LINK and account to LINK for the proceeds; and
(ii) assign to LINK any book debt or claim against the third party acquirer of the product for the proceeds.
7. CLAIMS AND RETURNS
7.1 Within 7 days after delivery of any product, the Buyer must notify LINK if any product has a short shelf life, has been damaged or spoilt before delivery, has been incorrectly sent or has been short delivered or has been incorrectly invoiced (a Product Claim).
7.2 LINK may, in its absolute discretion, (but is not obliged to) accept returns of products which the Buyer has incorrectly ordered (a Product Credit), provided that the Buyer requests the Product
Credit within 7 days after delivery of the product. If LINK accepts a Product Credit, LINK will charge the Buyer a restocking fee equal to the higher of $25 or 10% of the price of the returned items.
7.3 Products being returned must comply with the following conditions:
(a) They must be returned using a carrier nominated by LINK.
(b) They must be unopened, in their unit of measure and in their original manufacturer's packaging which has not been marked, defaced, damaged or interfered with in any way (other than prior to delivery to the Buyer).
They must be returned with a LINK credit returns advice (which can be obtained from LINK by calling +64 (9) 358 7146:
(c) ) duly completed and signed by the Buyer which:
(i) itemises the products being returned and explains the reasons for return;
(ii) confirms that the products have been stored at all times according to the label conditions and other applicable requirements imposed by law, regulation or recommendation by LINK or the manufacturer; and
(iii) attaches a copy of the original signed and dated invoice for the returned products.
1 Effective 1 July 2014
7.4 Products returned without the prior consent of LINK may be returned to the Buyer at the Buyer's cost.
7.5 The Buyer acknowledges that the following products cannot be returned under any circumstances:
(a) buy to backorder lines;
(b) any "cold chain" products which are required to be stored between 2 and 8 degrees Celsius; and (c) any nutritional products.
8. COMPLIANCE WITH LAWS, REQUIREMENTS AND GUIDELINES
8.1 The Buyer must hold all necessary licences and comply with all law and product manufacturer requirements relating to the purchase, storage, sale, marking or use of the products, including complying with all relevant adverse event reporting requirements, MedSafe regulations and guidelines and information issued by product manufacturers from time to time.
8.2 If the Buyer is directed to assist in any suspension of supply or recall of products for any reason by LINK, MedSafe or a health authority, the Buyer will cooperate and comply with all such reasonable directions to ensure the most effective response to the suspension or recall. To the extent that LINK is entitled to recover the costs of the suspension or recall from the relevant product manufacturer or supplier, LINK will reimburse to the Buyer any reasonable and necessary costs incurred by the Buyer in connection with the suspension or recall.
9. PRODUCT ADVICE AND USAGE
9.1 Any description of products used by LINK is for identification purposes only and not a description with which the products must comply.
9.2 The Buyer acknowledges and agrees that any representation or advice given by or on behalf of LINK (or any of its employees or agents) in respect of the operation or use of a product is offered for information purposes only and should not be relied upon. LINK assumes no obligation or liability whatsoever in respect of any such representation or advice.
9.3 The Buyer acknowledges and agrees that it is responsible for advising its customers or patients about the operation, application, appropriateness and use of the products.
10. PRODUCT WARRANTIES
10.1 LINK will use reasonable endeavours to enforce, at the cost and for the benefit of the Buyer, any product warranties, guarantees and representations made to LINK by manufacturers and suppliers of products sold by LINK to the Buyer.
10.2 LINK does not represent or warrant that any product (including, in particular, any imported product) does not infringe any intellectual property rights (including those protected by a New Zealand registered patent) of any third party.
11. LIMITATION OF LIABILITY
11.1 Implied warranties and conditions as to the quality or fitness of the products or as to the accuracy of information, advice or other services concerning the products are expressly excluded to the maximum extent allowed by law.
11.2 LINK's liability for a breach of this document or for a breach of any implied warranty or condition is limited to, at LINK's election:
(a) replacing the products (or supplying equivalent products); or
(b) paying the cost of replacing the products (or supplying equivalent products).
11.3 LINK, its employees and agents shall not be liable for any loss or damage (including consequential loss or damage) of any kind whatever, even if due to the negligence of LINK, its employees or agents.
11.4 The Buyer agrees that the products are not of a kind ordinarily acquired for personal, domestic or household use or consumption.
11.5 The Buyer indemnifies LINK for all liabilities, losses, damages, costs or expenses suffered or incurred by LINK as a result of any act or omission of the Buyer, including (without limitation) loss incurred as a result of the Buyer:
(a) cancelling any order or part of any order;
(b) unloading, storing or handling the products;
(c) failing to comply with any manufacturer instructions regarding the products or with any laws relating to the storage, handling, sale, marking or use of the products;
(d) making, or allowing to be made, any statement in respect of the operation, application, appropriateness and use of the products; or
(e) breaching any of the Buyer's obligations under these terms and conditions of sale.
12. FORCE MAJEURE
12.1 LINK is not liable to the Buyer for any failure to comply with this document if the failure (directly or indirectly) arises out of any circumstances which are not within LINK's reasonable control (including, for example, an act of war or terrorism, natural disaster, industrial action or failure of a supplier, public utility or common carrier) (a Force Majeure Event).
12.2 If a Force Majeure Event occurs, LINK's obligations under these terms and conditions of sale are suspended to the extent they are affected by the relevant event as long as the event continues. Neither LINK nor the Buyer may terminate these terms and conditions of sale as a consequence of any Force Majeure Event.
13. CANCELLATION AND TERMINATION
13.1 The Buyer may not cancel any order once lodged with LINK, unless LINK, in its absolute discretion, agrees otherwise. LINK will not agree to any cancellation unless the Buyer compensates LINK against all loss or damage arising from the cancellation.
13.2 LINK reserves the right to accept or decline in whole or in part any order. LINK may discontinue supply of any product without notice, unless otherwise required by legislation.
13.3 LINK may cancel any order and terminate these terms and conditions of sale if:
(a) any invoice due is unpaid;
(b) the Buyer becomes insolvent or LINK obtains an unfavourable credit report on the Buyer's financial standing, in which case, the Buyer must indemnify LINK for any costs and expenses incurred prior to cancellation and must pay any reasonable cancellation charges fixed by LINK. In these circumstances, LINK may require the Buyer to provide prepayments or other security as a condition of LINK resuming delivery of products to the Buyer.
13.4 The Buyer has no claim against LINK for any damage, loss, cost or expense arising from any cancellation by LINK.
14.1 No conduct of LINK (including a failure to exercise, or delay in exercising, a right) operates as a waiver of a right of LINK or otherwise prejudices or prevents the exercise of a right of LINK.
14.2 The Buyer may only assign, dispose of or otherwise create an interest in its rights under these terms and conditions of sale with the consent of LINK may assign its rights under these terms and conditions of sale without the consent of the Buyer.
14.3 Any provision of these terms and conditions of sale which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make these terms and conditions of sale enforceable, unless this would materially change the intended effect of this document.
14.4 These terms and conditions of sale are governed by the law in force in New Zealand.