PHARMACEUTICAL SERVICES LIMITED

TERMS OF TRADE

1. Terms Effective

1.1. These Terms between Pharmaceutical Services Limited (“PSL”) and the person, firm, company or entity purchasing products from PSL (“Customer”) apply to all orders for products which are sold or to be sold by PSL (“Products”). The Customer’s order, once accepted, will constitute a binding contract on and subject to these Terms. These Terms take precedence over any document or terms (oral or otherwise) that may be issued by the Customer.

1.2. These Terms are subject to change by PSL by notice from PSL to Customer and any such change will be effective from the date specified in the notice. Notice may be given by email or on PSL’s website (www.psl.co.nz).

2. Ordering

2.1. Orders may be placed by the Customer in writing by phone, fax or email to

Pharmaceutical Services Limited

Pharmacy House

124 Dixon Street

PO Box 27 139

WELLINGTON 6141

Phone: 0800 775 725

Fax: 0800 748 453

Email: info@psl.co.nz

 

2.2. PSL may also accept orders through its website. Orders received through the PSL website from Customer’s email address using the assigned user name and Customer’s password will be deemed to be valid orders from the Customer. Customers are responsible for the security of their computer system and user name/password.

2.3. For orders by Customer for personalised bags, uniform embroidery, and new or changed artwork for dispensary labels, PSL will provide a proof of the personalisation. Proofs for any other Products’ personalisation may be requested. Once the proof has been approved by Customer, PSL accepts no liability for errors or omissions in the personalisation.

2.4. PSL reserves the right to decline any order for Products.

3. Payment

3.1. Prices for PSL’s Products will be published on the PSL website after login and on order forms. These prices will apply at the time of the order. PSL reserves the right to change its prices.

3.2. Prices are GST exclusive. Freight will be charged to the Customer where specified on the order form or Website. If not specified, the price includes freight charges.

3.3. PSL will invoice orders in the same month as Products are delivered to Customers. Payment is due on the 20th of the month following the date of the invoice in cleared funds without deduction or set off, unless otherwise agreed by PSL. Payment may be made by cheque, direct credit, direct debit or credit card (Visa, MasterCard only).

3.4. The customer acknowledges that PSL may allocate any payments received from the customer towards unpaid amounts, interest and costs in any priority it determines.

3.5. Failure to pay any amount due under these terms and conditions on the due date is a default, and:

(a) PSL may charge interest on the unpaid amount at the rate of 5% per annum over the overdraft rate charged by PSL’s bank for a business overdraft facility, calculated from the due date of payment down to the actual date of payment. The charging of interest does not imply the granting or extension of credit.

(b) PSL may suspend sales to the Customer until the overdue amounts are fully paid.

(c) PSL may refer the overdue account to a debt collection agency and the customer will be liable for all costs and expenses (including legal costs on a solicitor/client basis), arising from the recovery and collection of any outstanding amounts.

4. Delivery

4.1. Delivery of the Products to Customer’s designated delivery point will constitute delivery. Customer agrees that any employee or agent of the Customer who signs for delivery is authorised by the Customer to accept delivery.

4.2. PSL accepts no responsibility for delays in delivery and will not liable for loss or damage (including indirect or consequential loss or loss of profits) to the Customer for any non-delivery or delays in delivery.

5. Title and Risk and Personal Property Securities Act 1999 (PPSA)

5.1. Title to and ownership in the Products will not pass to the Customer until the purchase price has been received in full. This reservation of title constitutes a security interest in the Products and their proceeds granted by the Customer to PSL to secure the Customer’s obligation to pay the purchase price of the Products.

5.2. This security interest is effective whether the Products have been altered or mixed or attached to other products owned by the Customer.

5.3. Where the Products are purchased by the Customer as stock in trade for sale in the ordinary course of the Customer’s business, nothing in this clause shall prevent the Customer from selling and delivering Products in the ordinary course of business. Otherwise, until the Customer has paid all money owing to PSL, the Customer shall not sell or grant a security interest in the Products without PSL’s consent.

5.4. Notwithstanding ownership by PSL, the risk of the loss in and to the Products will pass to the Customer on delivery. The Customer accepts liability for any loss, theft or damage to the Products upon delivery and while in the possession of the Customer.

6. Damaged Lost or Defective Products

6.1. Customer must return prepaid to PSL within 10 days any Products that are damaged, or notify PSL of any lost or incomplete deliveries so that PSL can inspect the Products or lay claim against the carrier. Failure to do so will result in the claim being declined.

6.2. PSL reserves the right to decide in its sole discretion whether it will accept the return of any Products for credit, repair or replacement. PSL will not accept return of any Product that has been tampered with, where the damage has resulted from misuse or incorrect storage by the Customer or where the Product is expressly sold on a no-returns basis. Where returned Product is not accepted they will be returned to Customer at the Customer’s cost. Receipt by PSL of returned Product does not constitute acceptance for any purposes.

7. Warranties

The Customer warrants all information provided to PSL in connection with any application for a trading account is correct, accurate and truthful and such warranty is deemed to be repeated each day that an unpaid balance is outstanding.

8. Liability

8.1. To the maximum extent allowable by law, PSL is not liable for any loss, whether direct or indirect or consequential, attributable to defective Product except for the purchase price of the Product sold to the Customer.

8.2. Except as expressly provided in these Terms, all representations and warranties (statutory, express or implied) in relation to the Products (except any which may not be lawfully excluded) are excluded including, without limitation, any implied warranties of merchantability and fitness for a particular purpose.

8.3. The Customer acknowledges that the Products are acquired for the purposes of the Customer’s business so that the Consumer Guarantees Act 1993 does not apply.

9. Force Majeure

9.1. If PSL is prevented from performing any of its obligations because of an event or circumstances beyond PSL’s reasonable control, PSL will be entitled to either extend the delivery time of Products, or vary or cancel its obligation to supply Products. In the event of such extension, variation or cancellation, PSL shall not be liable to the Customer or anyone claiming through the Customer for any loss or damages.

10. Termination

10.1. The contract contemplated by these Terms may be suspended or terminated by PSL immediately on written notice to the Customer if:

(a) The Customer becomes or, in PSL’s reasonable opinion, may become, or is threatened with becoming, insolvent or stops, suspends or threatens to stop or suspend, payment of all or some of its debts;

(b) The Customer has a receiver or liquidator or statutory manager appointed or enters into any composition or arrangement with its creditors.

10.2. Any such termination will not affect the liability of the Customer for its obligations to pay money owed to the Company nor will it affect any other right or remedy which PSL may have in consequence of any breach or default by the Customer.

11. Privacy

11.1. Personal information about Customers may be collected by PSL on its account application form or order forms. PSL may use personal information provided by Customers for the purpose of credit checking and debt collection, administration and informing you of products, brands, special offers, publications, goods and services provided by PSL or the Pharmacy Guild of New Zealand Inc. Customer authorises PSL to collect personal information from any third party for the purpose of assessing the Customer’s financial standing and credit worthiness.

11.2. If Customer chooses to not supply personal information, PSL may not be able to process an application or Product order.

11.3. Customers have the right to access, and to ask for correction of, their personal information held by PSL.

12. General

12.1. The Customer may not assign or transfer any agreement or delegate any of its obligations under these Terms without the prior written consent of PSL. For the purposes of this clause 12.1 any change in the direct or indirect beneficial ownership or control of Customer will be deemed to be an assignment requiring the consent of PSL.

12.2. These Terms constitute the full and complete understanding of the parties as its subject matter and supersede any prior or contemporaneous communications (oral or written). A waiver of any of these Terms must be in writing and signed by both parties.