TERMS AND CONDITIONS

1. ORDERS 

(a) The company may order Goods by sending an order (on the form provided by the Supplier) to the Supplier in the same manner as if the order was a notice. The order must be signed by a duly authorised officer of the Company. 

(b) An order is deemed to have been received by the Supplier at the same time as, had the order been a notice, it would have been deemed to have been received. 

(c) Goods are deemed to have been ordered when the relevant order is received or deemed to have been received, whichever is earlier. 

(d) The Supplier must acknowledge receipt of an order by notifying the Company in writing promptly after receiving that order. 

2. PRICE AND PAYMENT 

(a) Unless the Company has agreed in writing prior to consignment of the Goods, the Supplier must not charge the Company more than the Price for Goods. 

(b) The Company must pay the Supplier for the Goods:
(i) by the 20th day of the month following the month in which the Goods were delivered, provided a valid GST invoice has been received from the Supplier prior to the last day of that previous month: and
(ii) in accordance with the special conditions of payment (if any) set out in the order. 

(c) The Supplier may only invoice the Company for Goods if the Goods have been delivered in accordance with clause 3 and have not been rejected by the Company at the date of the invoice. 

(d) Invoices issued by the Supplier must:
(i) specify the Goods to which the invoice relates:
(ii) quote the order number: and
(iii) accompany the Goods or be posted to the Company in the same manner as the posting of a notice. 

(e) If the Company disputes an invoice (or part of an invoice) issued by the Supplier then the Company:
(i) must notify the Supplier of the dispute and the reasons for the dispute: and
(ii) may withhold payment of the disputed part of the invoice until the dispute is resolved. 

(f) The Price includes all taxes and duties. 

(g) All amounts are payable in New Zealand dollars unless otherwise specified. 

(h) The Supplier is not entitled to recover from the Company any amount other than the Price for the Goods. 

3. DELIVERY AND PACKAGING 

(a) The Supplier must deliver the Goods:
(i) at the time for delivery specified in the order or such other time as is notified in writing by the Company;
(ii) to the delivery address specified in the order; and
(iii) with documentation giving details of the Goods (including the order number). 

(b) The Supplier must obtain written acknowledgement of receipt from the Company immediately on delivering the Goods. 

(c) All cost incurred in delivering the Goods (including packaging costs) will be met by the Supplier. 

(d) The Supplier must notify the Company immediately on becoming aware of any actual or potential delay in delivering the Goods or non-delivery of the Goods. 

(e) The Supplier must ensure that the Goods are deposited securely at the delivery address and in a manner that provides reasonable protection from damage. 

(f) The Company will not accept any part deliveries unless the Supplier has made prior arrangements with the Company. 

(g) All cartons, parcels or palletised stock must clearly and legibly state the following:
(i) order number;
(ii) description and/or Company code number;
(iii) quantity;
(iv) The Supplier’s name;
(v) Lot or batch number (where applicable) 

(h) Where applicable, Goods must be shipped from one lot or batch number. 

(i) The Supplier must provide certificates of analysis for all batches with the delivery of Goods. 

(j) Where applicable, a wood packing certificate must be completed. 

(k) Unless otherwise specified, the shipping marks to be used are: Schering-Plough Animal Health Limited over order number over port. 

(l) The supplier shall agree to comply with all applicable laws and regulations for hazardous materials and will provide all necessary documents with the hazardous material on delivery to Schering-Plough Animal Health Limited. 

4. REJECTION AND REPAIR OF GOODS: 

(a) The following Goods are deemed to be “Defective Goods”:
(i) Goods having any defect;
(ii) Goods supplied to the Company that the Company did not order;
(iii) Goods supplied in a different quantity than ordered; or
(iv) Goods not delivered as required under these Conditions of Supply. 

(b) The Company may: (i) reject Defective Goods in whole or in part;
(ii) require the Supplier to repair Defective Goods; or
(iii) have another person repair Defective Goods. 

(c) The Company must notify the Supplier of the reasons why Defective Goods have been rejected or require repair by another person. 

(d) If the Company rejects Defective Goods:
(i) the Company will return the Defective Goods to the Supplier; and
(ii) the Company is not obliged to pay for the Defective Goods, and the Supplier must refund all payments made by the Company for the Defective Goods. 

(e) The Supplier must reimburse the Company for all costs reasonable incurred by the Company in:
(i) having Defective Goods repaired; or
(ii) returning rejected Defective Goods to the Supplier. 

5. RIGHTS OF THE COMPANY 

The Company may vary or cancel any orders for Goods by notifying the Supplier in writing of the variation or cancellation within seven days of the Company sending the order to the Supplier. The Supplier must comply with any varied order. 

6. TITLE AND RISK 

(a) Title in the Goods (or any replacement Goods) passes to the Company on delivery of the Goods in accordance with clause 3. 

(b) Where terms of purchase (such as FOB, FIS, Ex-store etc) are specified in the Schedule, then risk of loss or damage to the Goods (or any replacement Goods) passes to the Company in accordance with Incoterms 2000. In all other cases, risk of loss or damage to the Goods passes to the Company on the transfer of title. 

(c) Clauses 6(a) and 6(b) do not apply to Defective Goods that are rejected or replaced under clause 4 (in which title and risk will be deemed never to have passed to the Company). 

7. WARRANTIES BY SUPPLIER 

(a) The Supplier warrants that:
(i) the Supplier has the right to sell the Goods to the Company on the terms of these Conditions of Supply;
(ii) the Company will have undisturbed possession of Goods supplied to the Company; and
(iii) the Goods are free from encumbrances not disclosed to the Company in writing before title in the Goods passes to the Company. 

(b) The Supplier warrants that the Goods:
(i) are free from material defects;
(ii) are unused on delivery;
(iii) are reasonably fit for their purpose (including any particular purpose made know to the Supplier by the Company before title in the Goods passes to the Company);
(iv) comply with any description or sample given or demonstrated to the Company;
(v) perform the facilities and functions set out in the Supplier’s specifications; and
(vi) do not infringe any patent, trade mark or other intellectual property right of a third party. 

(c) The Supplier must, to the extent possible, pass to the Company the benefit of any warranty received by the Supplier from any other person relating to the Goods. 

8. LIABILITY AND INDEMNITY 

(a) No limit or exclusion of the Supplier’s liability will be effective, whether express, implied, or by virtue or statute. 

(b) The Supplier indemnifies the Company from and against all costs, claims, damages, losses, liabilities and expenses (including legal expenses on a solicitor and client basis), arising directly or indirectly from:
(i) any one or more of the warranties in clause 7 ceasing to be true; and
(ii) the negligence, wilful act or omission of, or breach of these Conditions of Supply by, the Supplier or the Supplier’s employees, agents, subcontractors or advisers. 

9. SET OFF AND DEDUCTIONS 

(a) The Company may deduct from any amount it owes to the Supplier (including any amount owed as payment for Goods) an amount equal to:
(i) the costs the Company is entitled to recover from the Supplier in having the Goods repaired by another person; and
(ii) any payment made to the Supplier in excess of what was owed to the Supplier at that time. 

(b) The Company must notify the Supplier of:
(i) any deduction the Company claims under this clause; and
(ii) the Company’s reasons for claiming the deduction.
(c) The exercise of the Company’s rights under this clause does not limit or affect any other remedies available to the Company. 

10. CONFLICT

In the event of any conflict between these Conditions of Supply and the Supplier’s terms and conditions of supply, these Conditions of Supply will prevail. 

11. INTELECTUAL PROPERTY 

Unless otherwise agreed in writing, all intellectual property rights to any Goods designed or invented on behalf of, or in conjunction with, the Company shall vest in the Company. 

12. REGULATORY INSPECTION 

Where a regulatory inspection is conducted of the Supplier’s facilities that are used by the Company, the Supplier must provide a copy of the final report of that inspection to the Company. 

13. AUDITS 

The Company reserves the right at any time to audit the Supplier for compliance to regulatory and Company requirements. 

14. NON WAIVER 

No failure or delay on the part of either party in exercising any right under these Conditions of Supply shall operate as a waiver of, or impair, any such rights. No waiver of any such rights shall have effect unless given in a signed, written document. 

15. NOTICES 

(a) Each notice or other communication is to be made in writing by facsimile, personal delivery or by post to the addressee at the facsimile number, or address and marked for the attention of the person or office holder (if any) from time to time designated for that purpose by the addressee to the other party. The initial facsimile number, address and relevant person or office holder of each party is set out under its name in the order form. 

(b) No communication shall be effective until received. Communication to the other party will be deemed to be received: 

(i) in the case of a letter, on the third business day after posting; and
(ii) in the case of a facsimile, on the business day on which it is despatched or , if despatched after 5pm ( in the place of receipt) on a business day or on a non-business day, on the next business day after dispatch; and
(iii) in the case of personal delivery, when delivered. 

16. GOVERNING LAW 

These Conditions of Supply shall be construed in accordance with the laws of New Zealand. The New Zealand Courts will have jurisdiction in respect of these Conditions of Supply. 

17. AMENDMENTS 

No amendment to these Conditions of Supply will be effective unless it is in writing and signed by both parties.