Terms of Trade

Terms and Conditions of Trade - EFFECTIVE 1 July 2025

These terms and conditions (Terms of Trade) will apply each time you purchase Products and/or Services from North Canterbury Veterinary Clinics Limited (‘we’, ‘us’, ‘our’).

Definitions

• Confidential Information includes all intellectual property and other information, including Price, belonging to or held by us which is marked as confidential or which by its nature is intended to be treated as confidential information.
• Price means the price of Products and Services as specified by us from time to time and may be subject to change.
• Products and/or Services mean the products and/or services being purchased by you from us.
• Working Day means a day other than a Saturday, Sunday or public holiday (or day observed) in Christchurch, New Zealand.

1. Acceptance

If you ask us to supply Products and/or Services, you accept these Terms of Trade and these Terms of Trade will be binding on you.

2. Variation

The Terms of Trade will be hosted on our website (www.ncvets.co.nz). We may change these Terms of Trade from time to time. If you order Products and/or Services from us after these Terms of Trade have been changed, you will be deemed to have agreed to the changes. We will endeavour to provide you with reasonable notice of any significant changes to these Terms of Trade. 

No variation to these Terms of Trade will be binding upon us unless we agree in writing.

3. Estimates

All prices we discuss with or provide to you will be an estimate only. You acknowledge and agree that the estimate is not a fixed price or quotation, and actual prices may differ from an estimate.   

4. Price

We agree to sell and you agree to purchase the Products and/or Services for the Price.  In addition, we may charge and you agree to pay for any additional charges, by way of example, but not limited to, freight, mileage, materials such as syringes, needles, after-hours fees, prescription fees and injection fees. 

You acknowledge and agree that the Price may be increased by us from time to time.

5. Time and method of payment

The time of payment (the due date) will be:

1. at the time the Products are requested; or
2. at the time of completion of the Services, which in respect of animals seen at our premises is the time of discharge from our care.

Unless we have agreed otherwise in writing with you, you must pay by cash, direct credit, credit card, Afterpay, Q Card or Farmers card.  Exceptions are only by prior arrangement.

If we have agreed in writing to invoice you for Products and/or Services, we will provide an invoice to you in respect of the Products and/or the Services provided to you by us.  You must pay any invoice provided to you without deduction, withholding or set-off of any kind to us on the 20th day of the month following the date of invoice (the due date). We may require you to pay a deposit, being an advanced payment for Products and/or Services before we commence Services.

We may require security for payment and you agree to make such security available.  You authorise us to conduct all credit checks and searches on you, and your financial and business affairs, that we deem necessary.  You will provide all necessary written authorisation for such credit checks and searches as requested by us from time to time.

If you fail to pay your account as outlined above, we reserve the right to require you to agree to a direct debit authority payment method. This condition must be met for us to continue providing Products and/or Services to you. The direct debit authority will ensure timely payments and help manage your account effectively. Note: This clause is subject to our sole discretion and may be waived in specific cases by prior arrangement.

6. Interest and costs on overdue accounts

If you fail to pay any monies by the due date, we may (at our sole discretion): 

a) charge interest on overdue invoices, which shall accrue daily from the date when payment becomes due, until the date of payment (whether before or after judgement), at a rate of 2% per calendar month (and at our sole discretion such interest shall compound monthly at such a rate, equivalent to an annual interest rate of approximately 27% p.a.). Any payments received by us will be applied firstly against such interest; 

b) you must pay any legal costs (including all costs between solicitor and client), and debt collection fees and any other costs incurred by us in the recovery of an overdue debt; 

c) revoke, without notice, any previously agreed entitlement to any discount for Products and/or Services already supplied; and/or

d) refuse to supply any further Products and/or Services to you except where we are required to under the Veterinary Council of New Zealand’s Code of Professional Conduct.

7. Delivery and passing of risk

Delivery occurs at the time possession of the Products passes from us to you (or a person nominated by you, including your nominated carrier or freight provider). Risk in the Products passes from us to you on delivery. You are advised to consult the expiry date of Products accepted at time of delivery and that in so doing the expiry date is accepted as appropriate unless otherwise agreed.

8. Retention of title provisions

We will retain ownership of all Products until payment has been made by you in full.  You agree that us or our agents (without the need to give notice) may enter onto any premises under your ownership or control for the purpose of inspecting and/or repossessing any such Products not paid for in full.

9. Return & Replacement of Products; Repeat of Services

Products cannot be returned to us unless agreed to by us in writing in our sole discretion.  Subject to clause 10, if there are any defects in the Products or there is an unsatisfactory outcome to the Services, we may elect (in our sole discretion):

9.1. to repair or replace the Products; or 

9.2. repeat the provision of the Services; or 

9.3. provide a refund to you for any Product and/or Service. Our obligations under this clause are subject to:
a) The Products being returned to us or us being notified of dissatisfaction with the
outcome to the Services within fourteen (14) days of the supply of the Products or Services;
b) we have had a reasonable opportunity to inspect the Products;
c) you have supplied any invoice relating to the Products and/or Services; and
d) you have complied with the provisions of these Terms of Trade.

You agree and acknowledge that we will not be liable for any Products that are incorrectly stored, maintained, administered or handled by you or that are damaged in transit.

10. No warranty

You agree and acknowledge that:

10.1. any information provided to you by us is intended as a guide only and any such information is relied on by you at your own risk; 

10.2. the provision of the Products and the outcome of the Services are subject to events and variables which are outside our control and which may affect the results achieved through the use of the Products and Services; 

10.3. neither we, our employees or agents gives any representation or warranty of any sort, whether express or implied, as to the results and/or performance to be achieved or expected from the Products and/or Services supplied by us;  

10.4. we will not be liable for any losses caused to you or any failure of the Products or unsatisfactory outcome of the Services that are beyond our reasonable control.

11. Limitation of liability

We shall not be liable whatsoever to you or to any other person for any loss or damage of any kind arising directly or indirectly from the Products and/or Services including any loss of profit, loss of business or contract, or consequential or indirect loss and whether suffered or incurred by you or another person and whether actionable in contract, tort (including negligence), equity or otherwise.  Notwithstanding this clause, if we are found liable by a court of competent jurisdiction, our liability shall not exceed the Price of the relevant Product and/or Service paid by you giving rise to the liability.

12. Indemnity

You shall indemnify us against all liabilities, costs (including full costs between solicitor and client), losses, claims or demands incurred by us arising out of or incidental to any of the Products and/or Services or breach by you of these Terms of Trade.

13. Termination

If you fail to pay money when due, commit any act of bankruptcy, have a receiver appointed over your property or being a company you do any act which would render you liable to be wound up, we may (without prejudice to any other remedies available to us) suspend or terminate the provision of Products and/or Services to you and the proportion of the Price, calculated according to the Products, and/or Services supplied to date, shall immediately become due and payable by you.

14. Personal Property Securities Act 1999 (‘PPSA’)

14.1. All terms in this clause have the meaning given in the PPSA and section references shall be to sections of the PPSA. 

14.2. Clause 7 creates a security interest in the Products we supply to you. 

14.3. You shall not grant any other security interest or lien over Products that we have a security interest in. 

14.4. You shall promptly sign any documents and do anything else required by us to ensure that the security interest constitutes a first ranking perfected security interest in the Products.  

14.5. If Products that we have a security interest in are processed, included or dealt with in any way causing them to become accessions, processed or commingled goods, the security interest will continue in the whole in which they are included. You shall not grant any other security interest or any lien in either the Products or in the whole.  

14.6. You waive any rights you may have under sections 114(1)(a), 116, 120(2), 121, 125, 126, 127, 129, 131, 133 and 134 of the PPSA and waive the right to receive a copy of any verifications statement. 

14.7. You will give us prior written notice of a proposed change of address or change of name.

15. Dispute resolution

If a dispute arises regarding these Terms of Trade or any Products and/or Services, you and us will attempt to resolve such dispute by good faith negotiations.

16. Intellectual property & confidentiality

You acknowledge that we are the owner and/or licensee of the intellectual property rights in certain products and systems which may be utilised in the provision of the Products and/or Services to you (NCVC IP), and that you obtain no rights and/or interest in NCVC IP by virtue of your purchase of the Products and/or Services from us.  You must not attribute the NCVC IP to anyone other than us or remove any trademarks, signatures or logos.

You must not disclose any Confidential Information to any third party without our prior written consent. 

17. Use of information

You agree that we may obtain information about you from you or any other person in the course of our business, including for the purpose of credit assessment, debt collection and direct marketing activities, and you consent to any person providing us with such information.

You agree that we may use the information we have about you relating to your creditworthiness for our own reference purposes.

You must notify us of any changes in circumstances that may alter the information provided by you to us.

If you are an individual, you have rights under the Privacy Act 1993 to access information held by us and request the correction of such personal information.

You agree and acknowledge that we will be entitled to use any information or results obtained from the provisions of the Products, and/or Services by us for our own records and for statistical and marketing purposes provided we ensure that confidentiality is maintained in respect of all personal information relating to you.

We may disclose information about you to any person who guarantees or provides credit support in relation to your obligations to us and to such persons as may be necessary or desirable to enable us to exercise any power or enforce any rights, remedies and powers under these Terms of Trade.

18. Assignment

You may not subcontract or assign any rights, powers or obligations under these Terms of Trade without our prior written consent.

19. Costs

You must pay all costs (including legal costs, as between solicitor and client) of and incidental to the enforcement or attempted enforcement of our rights, remedies and powers under these Terms of Trade.

20. Governing Law

These Terms of Trade will be construed and governed by the laws of New Zealand.

21. Severability

If any provision of these Terms of Trade or any agreement between you and us shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

22. Non-waiver

Failure by us to enforce any of these Terms of Trade shall not be deemed to be a waiver of any of our rights or obligations.

23. Errors or Omissions

Clerical errors or omissions in any estimate or invoice may be corrected by us, and shall not be binding on us.

24. Consumer Guarantees Act 1993

The guarantees contained in the Consumer Guarantees Act 1993 are excluded where you acquire Products and/or Services from us for the purposes of a business in terms of sections 2 and 43 of that Act.