CRV LTD – TERMS AND CONDITIONS OF SALE
1.1 The parties to these terms and conditions are CRV Limited (“CRV”), being an incorporated company under the Companies Act 1993, and the Customer, being the party that places an order for Goods or Services with CRV.
1.2 These terms and conditions shall apply to all quotations and Sales Requests for the supply of Goods and Services, with the exception of those provisions which are not valid by agreement or by their nature.
1.3 An Agreement (“the Agreement”) is deemed to have become legally enforceable (whether established electronically or otherwise) after CRV has confirmed the Sales Request or has commenced execution thereof.
1.4 CRV reserves the right to vary these terms and conditions at any time. A copy of CRV’s most recent terms and conditions is available on their website at www.crv4all.co.nz
1.5 CRV shall carry out every service with due care. If a service agreement is entered in to with the purpose of being executed by a specific person then CRV reserves the right to replace that person at CRV’s discretion without notice to the Customer.
1.6 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.
1.7 The Customer will ensure that all CRV employees and contractors (“Staff”) are operating in a safe work environment at any time that they are at the Customer’s premises. CRV reserves the right (at its sole and absolute discretion) to immediately remove any Staff from a Customer’s property, without any liability to the Customer, when it considers that those Staff are operating in an unsafe environment. This Cause does not limit the responsibility of CRV or the Customer under the Health and Safety at Work Act 2015.
2.1 At all times CRV 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.
2.2 CRV reserves the right to invoice the Customer for unforeseen activities required to complete the Sales Request despite a fixed price being agreed upon. This is provided that the activities could not have been unforeseen by either party before the start of this agreement.
2.3 All fees and charges referred to in clauses 2, 4, 8 and 9 will be reviewed annually and will be notified in the annual catalogue produced by CRV.
3.1 Quotations provided by CRV are non-obligatory and non-binding, unless indicated otherwise. CRV may revoke a quotation that contains a time limit at any time, even subsequent to receipt of a Sales Request, provided this is done within five working days of CRV receiving the Sales Request.
3.2 All documentation or any information provided digitally relating to a quotation is (unless stipulated otherwise) for information purposes and shall not be binding on CRV.
- Packaging and Forwarding Charges
4.1 A fee covering packing and forwarding will be charged for despatch of semen.
4.2 Subject to clause 4.4 a fee will be charged on all orders where the semen categories are combined or sent separately.
4.3 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.
4.4 Where orders are delivered to the Livestock Improvement Corporation (“LIC”) then:
(i) CRV’s fee shall be reduced to such amount as is notified by CRV in accordance with Clause 2.3.
(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
5.1 Option One
The Customer shall pay all amounts due for all goods and services supplied on the 20th of the month following the month of delivery by way of direct debit, cheque, credit card; or
The Customer shall pay all amounts due for all goods and services supplied by way of Dairy Order completed in favour of CRV.
5.2 Unless otherwise specified, all prices are exclusive of GST and GST will be added to and payable with all payments as they fall due.
5.3 CRV shall be entitled to charge the Customer extended credit fees at the rate of 1.5% per calendar month in respect of all overdue moneys. The extended credit fees will be charged from the due date and compound monthly until payment.
5.4 All costs incurred in recovery of the goods or in recovery of moneys due to CRV including court costs, legal fees, travel, toll calls and other charges are payable by the Customer.
- Default by Customer
6.1 CRV shall have the right to cancel all or any part of an Agreement and demand payment of all accounts outstanding, in addition to its other remedies, in the following circumstances:
(i) If any amounts payable by the Customer to CRV are overdue; or
(ii) If the Customer becomes or is likely to become insolvent, bankrupt or ceases or threatens to cease carrying on business.
6.2 If the Customer makes default in payment, CRV will have the right to terminate the Agreement 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 may dispose of the semen and the Customer shall be liable to CRV for losses.
- Risk and Title
7.1 Title in any semen supplied by CRV shall remain with CRV until all payments outstanding for all semen supplied have been received.
7.2 Until title passes, the Customer shall be deemed to be the bailee of CRV in respect of any goods supplied by CRV and will, if required, mark or keep the semen in such a manner than indicates it is owned by CRV:
(i) While title to the semen remains with CRV 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
(ii) The Customer shall pay and/or indemnify CRV 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.
7.3 If the Customer sells the goods while moneys remain owing to CRV the proceeds of such sale shall be held on trust for CRV and immediately paid to CRV to cover the amount outstanding provided that failure to separate the moneys will not invalidate the trust.
7.4 Risk in the semen and other products shall pass from CRV to the Customer when the semen or other products are delivered to the Customer or his agent, technician or other third party (including LIC) as directed by the Customer. In the event that the Customer elects to arrange delivery independently of CRV then Risk shall pass to the Customer at the point the goods leave the CRV facility.
8.1 Where the Sales Request has been accepted and Order Confirmation generated, 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. If consent is provided by CRV then CRV will be entitled to charge a cancellation or variation fee.
- Semen Storage Service
9.1 Semen despatched and received by the Customer can be returned for storage but not for credit.
9.2 A facility fee plus a charge per straw will be charged for all straws held in storage irrespective of the date they arrive during the year and the charges will be notified as set out in clause 2.3.
9.3 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.
9.4 No fees will be charged on Customer’s dewar’s stored between seasons.
9.5 Stored semen will not be discarded without written instructions from the owner.
9.6 Charges for semen storage shall be paid monthly on receipt of CRV’s invoice.
9.7 All semen stored on behalf of a Customer at a CRV location shall be done so at the Customer’s own risk.
9.8 All semen entering storage at a CRV location must be properly entered in to CRV’s ERP system. Any storage that is unable to be properly identified and entered by CRV staff shall not be accepted by CRV to enter its storage.
9.9 CRV reserves the right not to accept any dewar that (at CRV’s sole and absolute discretion) does not meet the minimum specifications (as set by CRV) for any dewar that is/to be stored or packed for delivery by CRV on behalf of the Customer.
9.10 From 01 January 2015 CRV will not accept private storage for a customer of any species other than bovine germplasm.
10.1 Delivery shall be made to the place specified in the Sales Request and/or Order Confirmation. The Customer must specify the exact location in the Sales request and/or Order Confirmation and ensure that the delivery person has access to the location specified in the Sales request and/or Order Confirmation.
10.2 If any products are provided in a CRV owned LN2 dewar, then the dewar is then made available under the conditions specified in the documents and instructions accompanying the dewar. The Customer shall not be entitled to use the dewar for any other purpose other than that specified. CRV may invoice the Customer for any lost and/or damaged dewars that were sent to the Customer and not returned, or were returned damaged.
10.3 CRV shall not be liable in any way whatsoever for any accident or injury occurring as a result of incorrect or improper handling of a LN2 dewar while it is in the Customer’s possession.
10.4 CRV reserves the right to arrange the time and method of delivery at its own discretion unless expressly agreed in writing between CRV and Customer.
10.5 CRV is not liable for any delay in delivery.
10.6 If the Customer refuses to accept delivery of any goods CRV may charge the Customer for any additional costs incurred as a result, including storage and transportation costs.
10.7 It is the Customer’s responsibility to ensure that dewars remain filled at all times while in the Customers possession. CRV will not accept any liability for any dry dewars that occur as a result of the Customer failing to request further LN2 to be supplied.
- Other Services
11.1 Where Artificial Insemination (AI), Herd Testing or Herd Recording services are provided by CRV then the Customer shall be responsible for ensuring that the identification, mating and other records of all of the Customer’s animals are maintained in the New Zealand Animal Evaluation Ltd core database.
11.2 CRV’s contracted AI Technicians will take all reasonable care when undertaking AI services, however CRV’s limitation of liability (if any) shall be limited to the provisions set out in Clause 16.
11.3 In respect of CRV’s AI service, the Customer agrees to carry out any additional reasonable requirements or requests made by CRV (either in writing in advance or verbally at the time of insemination).
11.4 In respect of CRV’s herd testing service, CRV will annually provide the Customer with the requirements the Customer must meet to receive CRV’s herd testing service including the Customers obligations under the current New Zealand Dairy Herd Testing Standard (NZS 8100:2015). CRV will not accept any liability where the Customer does not meet any or all of these requirements.
- Privacy Act
12.1 The Customer authorises:
(i) The LIC (or any similar entity holding the appropriate records) to release to CRV; and
(ii) CRV to receive all such information held which relates to the history and performance of all cows which have been or the Customer intends to be artificially inseminated with products supplied by CRV including the performance and history of the progeny of all such cows.
(iii) All animal data held by CRV in the provision of services, can be used by CRV for the purpose of cattle improvement. This includes, amongst others, breeding value estimation, pedigrees, export certificates, statistics etc
(iv) In relation to the Privacy Act 1993 the Customer irrevocably authorises any person or Company to provide CRV with such information as it may require in response to its credit enquiries. The Customer authorises CRV to furnish to any third party, details of the Customer’s account and any subsequent dealings the Customer may have had with CRV as a result of an order being actioned by CRV.
13.1 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 New Zealand 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 the 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 New Zealand Law Society and the arbitration 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.
13.2 The provisions of Clause 13 will not apply in the event of either party seeking urgent interlocutory relief from any Court.
14.1 If CRV exercises or fails to exercise any right or remedy available to it, such failure shall not prejudice CRV’s rights in later exercising that or any other right or remedy.
- No Assignment, Sale or Transfer
15.1 The Customer may not transfer or assign the Customer’s rights under this contract to any other person without first obtaining the express written consent of CRV.
15.2 The Customer must not sell, transfer or assign to any other person, company or entity any semen supplied to it by CRV under this contract without first obtaining the express written consent of CRV.
- Limitation of CRV’s Liability
16.1 CRV gives no warranty of any kind whatsoever whether 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.
16.2 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.
16.3 CRV’s liability on any claim made in relation to products and/or services produced and/or supplied (or marketed) by CRV is limited to the purchase price of the products or the services as the case may be. CRV may at its option replace the product or repeat the services in lieu of making any such payment. For any non-CRV products, or any CRV products that are no longer available, then CRV’s liability on any claim shall be limited to a maximum of $75 (plus GST) per straw (or item). Any straws (or items) with a value greater than this, shall be the Customer’s responsibility to ensure the straws or items are insured.
16.4 CRV accepts no liability for unforeseen and uncontrollable gestation periods, unforeseeable and uncontrollable infectious cattle disease(s), and the quality level and health of semen, embryos or cattle used by CRV in the performance of its obligations. CRV accepts no liability for loss that is in any way related to the presence (or absence) of undesired (or desired) hereditary characteristics of the cattle, semen and embryos used in the performance of the Agreements. CRV accepts no liability for loss resulting from the transfer of diseases to animals, or for property damage that is not the result of damage to, destruction of or loss of objects, including animals.
16.5 CRV will not at any time be responsible, for any semen or technician services for any animal inseminations undertaken by the Customer personally or by any other third party.
- Consumer Guarantees Act 1993
17.1 The goods and services required under the 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)
18.1 The Customer acknowledges and agrees that:
(i) These terms and conditions constitute a Security Agreement for the purposes of the PPSA; and
(ii) A security interest is taken in all semen and other products previously supplied by CRV to the Customer (if any) and all goods that will be supplied in the future by CRV to the Customer.
18.2 The Customer undertakes to:
(i) 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 may reasonably require to register a Financing Statement or Financing Change Statement on the Personal Property Securities Register.
(ii) Indemnify and upon demand reimburse CRV 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.
(iii) Not register a Financing Change Statement or a change demand without the prior written consent of CRV.
(iv) Advise CRV 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).
18.3 Unless otherwise agreed in writing by CRV the Customer waives its rights to receive a Verification Statement in accordance with Section 141 of the PPSA.
- Intellectual Property Protection
19.1 Unless otherwise agreed in writing by CRV, the Customer shall not:
(i) Sell or otherwise supply any semen or Germplasm from the offspring of matings using semen or Germplasm supplied by CRV; or
(ii) 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 that the purchaser will not sell or supply semen or Germplasm from the offspring without first obtaining the written consent of CRV.
19.2 All intellectual property rights relating to all materials, information, databases, software, hardware or otherwise as well as the preparatory material for the above, which is being or has been developed or made available pursuant to this Agreement will remain exclusively with CRV or its authorised representative, unless agreed in writing.
- Documents and Data
20.1 All documents and/or data made available to the Customer by CRV shall remain the property of CRV unless expressly agreed in writing between the parties.
20.2 All material provided by CRV to the Customer may only be used by the Customer within the scope of the Agreement in question and shall not be made available to any third party without the express written consent of CRV.
21.1 CRV will meet its obligations with due care, attention and expertise.
21.2 Any complaint for the alleged non-fulfilment of the Agreement by CRV (other than semen and embryos, which must be raised by the Customer to CRV within 48 hours) must be notified in writing to CRV within one week of the Customer noticing the alleged default. Failure to notify CRV within the required timeframe shall void any potential claim against CRV.
21.3 In the event that CRV (at its discretion) deems a complaint to be justified then CRV reserves the right of either renewed delivery or financial compensation (limited to the purchase price of the products or services) in accordance with Clause 16 of these terms and conditions.
21.4 CRV shall not be required to investigate or to handle any complaint one year after receipt of the goods by (or provision of the services to) the Customer.
21.5 Any complaint being made and/or being investigated by CRV will not suspend any payment obligations the Customer has to CRV.
21.6 Upon request by CRV the Customer shall make available all information pertaining to the complaint that may assist CRV with its investigations, including any information that will assist with CRV quantifying such complaint. Failure by the Customer to retain the products in question will result in the forfeiture of their right to make such a complaint.
- Force Majeure
22.1 Force majeure is any circumstance outside the will and control of CRV or any of the parties instructed or contracted by CRV for the performance of this Agreement, as a result of which fulfilment cannot reasonably be demanded by CRV, shall give CRV the right to suspend its obligations. Force majeure shall be understood as being (including but not limited to) a shortage of genetic materials, production or transport disruptions of any nature whatsoever, strikes, lock-outs, lack of staff, quarantine, epidemics, mobilisation, martial law, war, riots, hindrance or stoppage of supply by land, sea or air, hold-ups due to frost, snow or storm, default of third parties instructed or contracted by CRV for the execution of the Agreement as well as impediments caused by official measures.
22.2 Where the situation of the force majeure occurs, CRV will advise the Customer as quickly as possible and advise whether performance of the Agreement is possible and if so, then within what time period.
22.3 Where performance is impossible or only temporarily impossible but cannot take place within three months, the parties shall be entitled to cancel the Agreement by notifying the other in writing, without one party having any claim to compensation against the other.
22.4 CRV shall be entitled to be paid for their part of the Agreement that has been completed to the point of cancellation.
22.5 In the case of insufficient genetic material being available in time, then CRV shall be entitled to offer the Customer an alternative offer of equal quality.
23.1 If any provision in these Terms and Conditions is found to be illegal, invalid or unenforceable, then that provision shall be read down to the extent necessary and reasonable in all circumstances to give it a valid operation or partial character. If any provision cannot be read down, then that provision will be void and severable and the remaining provisions will not in any way be affected or impaired.