New Zealand Terms and Conditions of Sale

These terms and conditions apply to the supply of all Testing Services by Pacific Edge Diagnostics New Zealand Limited (us or our or we) to the purchaser named in the purchase order form (you or your). They apply to the exclusion of any purchase order or other terms and conditions of yours, except as expressly agreed in writing by us.

1. Definitions

   1. In these Terms and Conditions:
      
      Cxbladder Test means the test provided by us for the purpose of detecting bladder cancer.
      
      Result means the test result arising from the performance of the Testing Services in relation to a Sample.
      
      Sample means a human urine sample collected using a USS.
      
      Terms and Conditions means these terms and conditions.
      
      Testing Services means the provision of the Cxbladder Test by us in relation to Samples delivered by you to us in order to generate the Result.
      
      USS means the urine sample system that we deliver to you specifically for use with the Cxbladder Test.

2. Price

   1. The price for the Testing Services will be the price set out in the purchase order form. All prices are in New Zealand dollars.

3. Orders/Acceptance/Cancellation

   1. All orders will be subject to acceptance by us. We may decline an order at our absolute discretion. Our acceptance of your order will create a legally binding order by you for the Testing Services. You may not cancel any order without our consent, which consent (if any) may be given on such terms as we may determine at our discretion. We may, for any reason and without any liability on our part, cancel any order for Testing Services before performance of the Testing Services.

4. Payment Terms

   1. You will pay the price of the Testing Services on the date you make the order for the Testing Services unless otherwise agreed with us.

5. USS Delivery

   1. Any timeframes provided by us for delivery of the USS are estimates only.
   2. The USS will be delivered to you at the address specified in the purchase order form. You must accept delivery of the USS at this address.
   3. Risk of loss or damage in the USS will pass to you once it is delivered to you. If the USS has been lost or damaged during transit to your address, you should contact us to report the problem. We will then send to you a replacement USS at no charge to you. If the USS is lost, damaged or destroyed following delivery to you, and before you have delivered the Sample to our nominated courier, you will need to purchase a replacement USS from us so that we may perform the Testing Services. The cost of the replacement USS will be $50 (GST and postage included).
   4. You must only use the USS to collect a sample of your urine for the Testing Services. You must not sell or supply the USS to any other person.
   5. You will follow all of our user instructions for the USS including those relating to Sample collection, handling and storage.

6. Performance of Testing Services

   1. We will perform the Testing Services and supply Results in accordance with our then current Standard Operation Procedure. We will supply the Results only to the doctor you have nominated in the purchase order form. Any timeframes provided by us for supply of the Results are estimates only.
   2. The Testing Services will be performed solely in relation to Samples taken from you using USS’s. We will not perform any Testing Services in relation to:
      1. any urine sample of yours not collected using a USS;
      2. any Sample of yours taken using a USS that has passed its expiry date;
      3. any Sample of yours that has not been collected, handled or stored in accordance with our user instructions;
      4. any Sample of yours that has been contaminated or damaged through no fault of us. This includes free and visible blood being contained in your Sample; or
      5. any Sample of yours that was collected more than seven days prior to its receipt by us.
   3. If any of clauses 6.2(b), (c), (d) or (e) apply, you will need to purchase a replacement USS from us so that we may perform the Testing Services. The cost of the replacement USS will be $50 (GST and postage included). The only exception to this is if clause 6.2(e) applies and you can show that the delay in return shipment of the Sample to us was caused by circumstances beyond your control such as courier transit delays. In such circumstances we will send you a replacement USS at no charge to you.
   4. You will ensure that patient data is provided to us in connection with each Sample using the Test Requisition Form supplied in the USS. We will retain ownership of all patient data forms provided to us during the course of performance of the Testing Services.
   5. It will be your responsibility to deliver your Sample to our nominated courier, using the pre-paid pre-addressed courier bag that was delivered by us with the USS. Risk of loss of or damage to any Sample will not pass to us until you deliver your Sample to our nominated courier.
   6. If a quality control problem is identified with any Results generated by the Testing Services provided by us, we will analyse the problem to determine which party was responsible for the problem. The party who is found to be responsible for the problem will pay for the costs of re-performing the Testing Services to resupply the relevant Results and, if necessary, the supply of a replacement USS to collect a useable Sample from you to allow us to re-perform the Testing Services. If it is found you are responsible for the problem, you can elect not to pay for the costs of re-performing the Testing Services including the supply of a replacement USS. However you will not receive a refund of the price for the Testing Services that experienced the quality control problem you were responsible for.

7. Warranties and Liability

   1. We warrant that the Testing Services and Results will be provided using reasonable skill and care. If we fail to use such reasonable skill and care, we will (where the problem is our responsibility under clause 6.6) re-perform the Testing Services (including by supplying a replacement USS to you for you to collect a Sample) or resupply the relevant Results in accordance with clause 6.6.
   2. We provide a warranty in relation to each USS, covering material defects in design, construction and materials. This warranty covers the period from delivery until the expiry date of the USS. In the event of a defect in any USS during the applicable warranty period, we will (in addition to any remedy under clause 6.6 in relation to problems with the Testing Services or Results) provide a replacement USS to you without charge.
   3. No warranty is given under clause 7.2 for the USS where any failure to comply or defect results from:
      1. use, modification, storage or transportation of the USS other than as recommended or authorised by us;
      2. physical damage caused to the USS following delivery, other than by us or our agents or contractors; or
      3. any act or omission of any third party other than our agents or contractors.
   4. Subject to clauses 7.1 and 7.2, and apart from any condition or warranty implied by statute (including the Consumer Guarantees Act 1993) that cannot be excluded, restricted or modified by these Terms and Conditions, we exclude all express or implied warranties in relation to the Testing Services or USS’s including, but not limited to, implied warranties relating to quality or fitness for a particular purpose. All statements, technical information and recommendations about the USS’s and Testing Services are believed to be reliable, but do not constitute a guarantee or warranty.
   5. While we will use reasonable skill and care in performing the Testing Services, we do not give any warranties or representations that the Results will be accurate or free from errors.
   6. You acknowledge that the Cxbladder Test is designed to assist with the diagnosis and detection of bladder cancer, but it is only one of many tools available to physicians and medical professionals. Physicians and medical professionals must use their own clinical discretion, judgement and expertise as to the most appropriate diagnostic tools to use in any particular situation. You should not act in sole reliance on the Cxbladder Test.
   7. None of the exclusions or limitations set out in these Terms and Conditions will have the effect of limiting or excluding any form of liability where such liability cannot be so limited or excluded under applicable law including under the Consumer Guarantees Act 1993.

8. Intellectual Property Rights

   1. All intellectual property rights in the USS and the Testing Services or arising from the performance of the Testing Services will be exclusively owned by us or our licensors.

9. General

   1. No amendment, variation or modification to these Terms and Conditions will be effective unless it is in writing and has been signed by duly authorised representatives of both parties.
   2. We will not be liable for any failure to perform the Testing Services due to any matter beyond our reasonable control, including inability to obtain supplies or labour, industrial disputes, delays, act of God, fire, flood, storm, or adverse weather conditions.
   3. You may not sell, assign, transfer or novate any of your rights or obligations under these Terms and Conditions, without first obtaining our written consent. We may assign, transfer or novate any or all of our rights or obligations under these Terms and Conditions by giving notice in writing to you.
   4. No failure or delay by either party to exercise any right or remedy under these Terms and Conditions will be treated as a waiver of such right or remedy. No single or partial exercise of any right or remedy will prevent the further exercise of such right or remedy.
   5. Each party agrees to execute, acknowledge and deliver all instruments, make all applications and do all things, as may be necessary or appropriate to carry out the purposes and intent of these Terms and Conditions.
   6. If any part of these Terms and Conditions is held to be invalid, unenforceable or illegal for any reason, these Terms and Conditions will be deemed to be amended by the addition or deletion of wording necessary to remove the invalid, unenforceable or illegal part, but otherwise to retain the provisions of these Terms and Conditions to the maximum extent permissible under applicable law.
   7. New Zealand law governs the formation, validity, construction and performance of these Terms and Conditions. These Terms and Conditions are subject to the non-exclusive jurisdiction of the New Zealand courts, and the parties submit to that jurisdiction.

Last Updated: 18 Oct 2023 03:20 pm