Price
1. Prices for semen and other products shown on the Sales Order are exclusive of GST. Provision is made for the addition of GST at the foot of the form. Irrespective of whether GST is added on the Sales Order or not, GST, at the applicable rate, will be added on the invoice to be sent to the Customer and subsequently paid by the Customer.
2. At all times CRV AmBreed NZ (”CRV AmBreed”) will have the right to increase its prices without prior notice in order to recover increases in the cost of labour, raw materials, duties, taxes or licence fees payable to the Government subsequent to the Customer’s order being received.
Packaging and Forwarding Charges
3. (a) A fee covering packing and forwarding will be charged for despatch of semen.
(b) Subject to clause 3 (d) a fee will be charged on all orders where the semen categories are combined or sent separately.
(c) A fee (for inwards documentation and handling prior to sending to the field) shall be charged in respect of all semen obtained from origins within New Zealand other than CRV AmBreed.
(d) Where orders are delivered to the Livestock Improvement Corporation (LIC) then:
(i) CRV AmBreed’s fees shall be reduced to such amount as is notified by CRV AmBreed in accordance with clause 14.
(ii) The LIC charges including the LIC surcharge and the LIC late fee applicable at the time shall be charged to the Customer.
Terms of Payment
4. a. Option One
The Customer shall pay all amounts due for all goods supplied on the 20th of the
month following the month of delivery.
b. Option Two
The Customer shall pay all amounts due for all goods supplied by way of Dairy Order completed in favour of CRV AmBreed.
5. Unless otherwise specified all prices are exclusive of GST and GST will be added to and payable with all payments as they fall due.
Penalty for Delay
6. CRV AmBreed will be entitled to charge the Customer penalty interest at the penalty rate of 1.5% per calendar month in respect of all overdue moneys. Interest will be charged from the due date and compounded monthly until payment. All costs incurred in recovery of the goods or in recovery of moneys due to CRV AmBreed including court costs, legal fees, travel, toll calls and other charges are payable by the Customer.
Default by Customer
7. CRV AmBreed will have the right to cancel all or any part of any contract or contracts and demand payment of all accounts outstanding, in addition to its other remedies, in the following circumstances:
a. If any amounts payable by the Customer to CRV AmBreed are overdue; or
b. If the customer becomes or is likely to become insolvent, bankrupt or ceases or threatens to cease carrying on business.
8. If the Customer makes default in payment, CRV AmBreed will have the right to terminate the contract so far as it is unfulfilled, without prejudice to its right to recover all sums owing to it in respect of deliveries already made.
CRV AmBreed may dispose of the semen. The Customer is liable to CRV AmBreed for losses.
Risk and Title
9. Title in any semen supplied by CRV AmBreed shall remain with CRV AmBreed until all payments outstanding for all semen supplied have been received. Risk in the semen and other products shall pass from CRV AmBreed to the Customer when the semen or other products are delivered to the Customer, his agent or his technician.
10. Until title passes the Customer shall be deemed to be the bailee of CRV AmBreed in respect of any goods supplied by CRV AmBreed and will if required mark or keep the semen in such a manner that indicates it is owned by CRV AmBreed:
a. While title to the semen remains with CRV AmBreed it may have the right to enter the property occupied by the Customer without notice in order to inspect, find and remove the semen; and
b. The Customer shall pay and/or indemnify CRV AmBreed for all repossession, storage, resale (including any shortfalls sustained between the sale price to the Customer and the resale to a third party) and legal costs incurred and all costs of recovery as above.
11. If the Customer sells the goods while moneys remain owing to CRV AmBreed, the proceeds of such sale shall be held on trust for CRV AmBreed and immediately paid to CRV AmBreed to cover the amount outstanding provided that failure to separate the moneys will not invalidate the trust.
Cancellations
12. Where the Customer’s order has been accepted a contract for supply will be deemed to exist and no cancellation, addition, deletion, amendment or variation of any kind may be made without the consent of CRV AmBreed.
Semen Storage Service
13(a) Semen despatched and received by the Customer can be returned for storage but not for credit.
(b) CRV AmBreed will willingly store semen as a service to customers.
(c) A minimum fee will be charged on the first 100 doses of semen storage, such minimum fee to be notified as set out in clause 14.
(d) Charges for storage in excess of 100 doses will commence from month of receipt and will be as notified as set out in clause 14.
(e) Forwarding charges will not apply to semen ex storage despatched with an
additional semen order but will apply when semen ex storage is despatched alone.
(f) No fees will be charged on client’s semen units stored between seasons.
(g) Stored semen will not be discarded without WRITTEN instructions from the owner.
(h) Charges for semen storage shall be paid monthly on receipt of CRV AmBreed’s invoice.
Fees and charges
14. All fees and charges referred to in clauses 3 and 13 will be reviewed annually and will be notified in the annual catalogue produced by CRV AmBreed.
Variations of Conditions
15. These Terms and Conditions of Sale may only be varied by written agreement between CRV AmBreed and the Customer.
Delivery
16. Delivery shall be made to the place specified in this contract.
17. CRV AmBreed is not liable for any delay in delivery.
18. If the Customer refuses to accept delivery of any goods CRV AmBreed may charge the Customer for any additional costs incurred as a result, including storage and transportation costs.
Privacy Act
19. The Customer authorises:
a. The LIC (or any similar entity holding the appropriate records) to release to CRV AmBreed; and
b. CRV AmBreed to receive all such information held which relates to the performance and history of all cows which have been artificially inseminated with products supplied by CRV AmBreed and the performance and history of the progeny of all such cows.
c. In relation to Privacy Act 1993 you irrevocably authorise any person or Company to provide CRV AmBreed with such information as we may require in response to our credit enquiries. That you authorise us to furnish to any third party, details of your account and any subsequent dealings that you may have with CRV AmBreed as a result of this Sales Order being actioned by CRV AmBreed.
Disputes
20. In the event of any dispute directly or indirectly concerning the terms of this arising between the parties then such dispute shall be referred to mediation as follows:
i. The parties to the dispute shall appoint a mediator and if they fail to agree the mediator shall be appointed by the president for the time being of the Waikato Bay of Plenty District Law Society (or in the event of conflict the Vice President).
ii. Within 14 days of the appointment (or such later date as is agreed to by all parties) at a time in place in Hamilton fixed by the mediator all parties to the dispute shall meet and in good faith attempt to resolve the dispute without the need for recourse to formal arbitration proceedings.
iii. If within a further 14 days after the mediation meeting (or within such extended period as is agreed to by all the parties) the dispute has not been resolved the dispute shall be referred to arbitration in Hamilton by a single arbitrator appointed by the parties or if the parties fail to agree then by the president for the time being of the Waikato Bay of Plenty District Law Society and the arbitrator shall be conducted within the time frames fixed by the arbitrator who shall act in accordance with the provisions of the Arbitration Act 1908 and its amendments.
21. The provisions of Clause 19 will not apply in the event of either party seeking urgent interlocutory relief from any Court.
Other Agreements
22. If there is any inconsistency between these terms and conditions and any other
arrangement made between the parties these terms and conditions shall prevail unless otherwise agreed in writing by the parties.
Waiver
23. If CRV AmBreed exercises or fails to exercise any right or remedy available to it, such failure shall not prejudice CRV AmBreed’s rights in later exercising that or any other right or remedy.
No Assignment, Sale or Transfer
24. (a) The Customer may not transfer or assign the Customer’s rights under this contract to any other person without CRV AmBreed’s prior consent in writing.
(b) The Customer must not sell, transfer or assign to any other person, company or entity any semen supplied to it by CRV AmBreed under this contract.
Limitation of CRV AmBreed’s Liability
25. CRV AmBreed gives no warranty of any kind whatever expressed or implied as to the fitness for purpose or quality or otherwise of its products and/or the techniques used in association with those products.
26. Any such warranty given by any of its agents or employees is hereby disclaimed on the basis that such warranty would have been given without the authority of CRV AmBreed.
27. CRV AmBreed’s liability on any claim made in relation to products and/or services supplied directly or indirectly as the result of this contract is limited to the purchase price of the products or the services as the case may be. CRV AmBreed may at its option replace the product or repeat the services in lieu of making any such payment.
Consumer Guarantees Act 1993
28. The goods and services required under this agreement are for the purposes of a business and the provisions of the Consumer Guarantees Act 1993 do not apply to this transaction.
Personal Property Securities Act 1999 (PPSA)
29.1 The Customer acknowledges and agrees that:
a) These terms and conditions constitute a Security Agreement for the purposes of the PPSA; and
b) A security interest is taken in all semen and other products previously supplied by CRV AmBreed to the Customer (if any) and all goods that will be supplied in the future by CRV AmBreed to the Customer.
29.2 The Customer undertakes to:
a) Sign any further documents and/or provide any further information, such
information to be complete, accurate and up to date in all respects which CRV AmBreed may reasonably require to register a Financing Statement or Financing Change Statement on the Personal Property Securities Register.
b) Indemnify and upon demand reimburse CRV AmBreed for all expenses incurred in registering a Financing Statement or Financing Change Statement on the Personal Property Securities Register or releasing any goods charged thereby.
c) Not register a Financing Change Statement or a change demand without the prior written consent of CRV AmBreed.
d) Advise CRV AmBreed of any proposed change in the Customer’s name and/or any change in the Customer’s details (including but not limited to changes in the Customer’s address, fax number or business practice).
29.3 Unless otherwise agreed in writing by CRV AmBreed the Customer waives its rights to receive a Verification Statement in accordance with Section 141 of the PPSA. Interlectual Property Protection
30. Restriction on use of Offspring
Unless otherwise agreed in writing by CRV AmBreed and the Customer shall not:
a. Sell or otherwise supply any semen or Germplasm from the offspring of matings using semen or Germplasm supplied by CRV AmBreed; or
b. Dispose of such offspring capable of being used for the collection of semen for sale or supply without first obtaining a covenant from the purchaser for the benefit of CRV AmBreed that the purchaser will not sell or supply semen or Germplasm from the offspring with out first obtaining the written consent of CRV AmBreed.
