Terms and Conditions
These Heart Saver NZ Limited Terms of Trade (“Terms”) are effective from 01 April 2016
1.1 All goods and services supplied by Heart Saver NZ Limited to the Customer are subject to the provisions detailed within these Terms unless expressly varied in writing by both parties.
1.2 Heart Saver NZ Limited agents or representatives have no authority to make any oral representations, statements, warranties, conditions or agreements that conflict with these Terms of Trade. In the unlikely event that any such oral representations, statements, warranties, conditions or agreements made by Heart Saver NZ Limited agents or representatives that conflict with these Terms of Trade are made; for the avoidance of doubt, these Terms will prevail.
2.1 Prices for goods and services will be as quoted in writing by Heart Saver NZ Limited to the Customer. In the absence of a written quote, Heart Saver NZ Limited’s standard charge applies. All quotes and charges are exclusive of GST and GST will be payable by the Customer in addition to such payment.
2.2 All freight, couriers , travel costs, and any other charges in relation to the service provided are in addition to the quoted price and will be payable by the Customer.
2.3 If paying by credit card, a surcharge of 3% will be charged
2.4 Where Heart Saver NZ Limited organises services with other businesses on your behalf, a processing fee of 8% will be added to the quoted price provided by the supplier prior to commencing the work or placing the order. Customers outside of Auckland may be liable for a $25 surcharge to cover toll calls during the course of a project.
2.5 Unless otherwise expressly stipulated by Heart Saver NZ Limited, payment for all goods and services must be made by the Customer to Heart Saver NZ Limited’s nominated Bank Account within 7 days of the production of the Heart Saver NZ Limited invoice. Heart Saver NZ Limited may at its option issue a monthly interim invoice for work where the delivery of services is over a period exceeding one month.
2.6 If the Customer fails to make payment on the due date Heart Saver NZ Limited reserves the right to impose a late penalty fee calculated at 5% of the total balance outstanding by the Customer. On outstanding invoices of $1,000.00 NZD where a late penalty fee has been imposed; that outstanding invoice will also have an administration fee of $25.00 NZD charged.
2.7 Any expenses, disbursements and legal costs incurred by Heart Saver NZ Limited in the enforcement of any rights contained in these Terms will be paid by the Customer, including any reasonable solicitor’s fees or debt collection agency fees.
3. Service Variables
3.1 Heart Saver NZ Limited endeavours to be as accurate as possible in all work undertaken and in its supply of any goods and services.
3.2 Heart Saver NZ Limited (as accurately as possible) estimates the time and work required to deliver goods and services to the Customer. Where a project time and price has been previously agreed to before undertaking work for a Customer, Heart Saver NZ Limited will not alter the contract by either increasing or decreasing invoicing totals to compensate for a change in completion time.
3.3 However, where additional services are required which have not been outlined in the contract, Heart Saver NZ Limited reserves the right to invoice for extra time and/or services.
4. Provision of Services
Heart Saver NZ Limited will:
4.1 Use all reasonable skill and care in providing the goods and services in a timely and efficient manner.
4.2 Not be liable for any delay or non-performance providing goods or services if the delay or non-performance is attributable (directly or indirectly) to circumstances beyond its reasonable control.
4.3 Not be obliged to accept any order for goods or services made by the Customer and will be entitled, in its sole discretion, to refuse to provide or perform all or any such goods and services.
4.4 Heart Saver NZ Limited may withdraw a quotation for the provision of goods and services at any time before it is accepted by the customer. All quotations will lapse without notice 60 days after given.
4.5 The Customer will not cancel any contract or service package (in full or in part) without first obtaining the written consent of Heart Saver NZ Limited. Such notice of cancellation must be in writing.
4.6 No guarantee: For the avoidance of any doubt, in carrying out the AED Health Check Service or in respect of any matter concerning the AED Health Check Service, Heart Saver is not and does not provide any guarantee whatsoever that the AED that is the subject of the Service will work or function as intended. The AED Health Check Service undertaken by Heart Saver only provides the results of the work undertaken and information relevant to those results at the specific point in time of the completion of the Services.
5.0 Maintenance schedule responsibility of Customer
5.1 Each AED unit supplied to a Customer will be accompanied by the manufacturer’s User Manual. For the avoidance of any doubt, it is the Customer’s responsibility to read the user manual carefully and to strictly adhere to the Maintenance and Inspection schedules and instructions detailed therein.
5.2 Heart Saver NZ Limited takes no responsibility or liability for any failure or malfunction of an AED unit resulting from the failure of a Customer to strictly adhere to the schedules and instructions detailed in the respective user manual.
6 Liability and Indemnity
6.1 With the exception of express warranties contained in these Terms, all warranties and representations in respect of goods and services supplied are excluded to the extent permitted by law. You as Customer acknowledge that neither you nor any of your representatives have relied on any representations made by Heart Saver NZ Limited or any Heart Saver NZ Limited representative in relation to the goods and services supplied by Heart Saver NZ Limited except for those expressly stated in these Terms.
6.2 In no event will Heart Saver NZ Limited be liable to the Customer or any other party for any loss or damage arising directly or indirectly in connection with Heart Saver NZ Limited services and goods, their use, misuse or otherwise including (but without limitation) any loss of profit, business, revenue, goodwill or anticipated savings .
6.3 Heart Saver NZ Limited will not be liable to the Customer or any other party for consequential, incidental, special, punitive or exemplary loss, damage or liability arising directly or indirectly out of or related to the agreement and provision, performance of or failure to perform the services by Heart Saver NZ Limited whether in contract, tort (negligence), for breach of statutory duty or any other principle of legal liability.
6.4 Heart Saver NZ Limited will not be liable for any negligence, fault or wilful damage resulting from the action(s) or inaction(s) of any third party engaged by Heart Saver NZ Limited to carry out any service associated with the goods and services of Heart Saver NZ Limited.
7.1 Subject to the conditions of warranty set out in Clause 6, Heart Saver NZ Limited warrants that if any defect in any workmanship manufactured by Heart Saver NZ Limited becomes apparent and is reported to Heart Saver NZ Limited within eighteen (18) months of the date of delivery then Heart Saver NZ Limited may (at Heart Saver NZ Limited’s sole discretion) repair the defect or replace the workmanship. The conditions applicable to the warranty given by Heart Saver NZ Limited are the following:
7.1.1 The warranty shall not cover any defect or damage which may be caused or partly caused by or arise through failure on the part of the Customer to properly maintain any Goods.
7.1.2 Failure on the part of the Customer to follow any User Manual, instructions or guidelines provided by Heart Saver NZ Limited.
7.1.3 The continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or Fair wear and tear, any accident or act of God.
7.1.4 The warranty shall cease and Heart Saver NZ Limited shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without Heart Saver NZ Limited’s consent.
7.1.5 In respect of all claims Heart Saver NZ Limited shall not be liable to compensate the Customer for any delay in either replacing or repairing the workmanship/Goods or in properly assessing the Customers claim.
7.1.6 For Goods not manufactured by Heart Saver NZ Limited the warranty shall be the current warranty provided by the manufacturer of the Goods. Heart Saver NZ Limited shall be under no liability whatsoever except for the express conditions as detailed and stipulated in the manufacturer’s warranty.
8.1 These Terms of Trade may be terminated by notice in writing as follows:
8.1.1 By Heart Saver NZ Limited if the Customer commits any act of bankruptcy, enters into any arrangement with its creditors or (in the case of a company does any act which would render it liable to be liquidated), or if a resolution is passed or proceedings commenced for the liquidation or voluntary administration of the customer or if a receiver is appointed in respect of all or any of the customers assets.
8.1.2 By Heart Saver NZ Limited if the Customer is in breach of these terms and conditions.
8.1.3 By Heart Saver NZ Limited upon completion of the delivery of the services and goods and payment in full by the Customer.
8.1.4 By mutual agreement of the parties.
8.2 All restrictions, licences granted by the Customer and all disclaimers and limitations of liability and indemnities by Heart Saver NZ Limited will survive termination.
9 Intellectual Property
9.1 The Customer agrees and acknowledges that Heart Saver NZ Limited is the owner and/or licensee of the intellectual property rights in systems and documentation, know-how and other intellectual property which may be utilised in the provision of the services or goods provided to the Customer and that the Customer obtains no rights and or interests in such intellectual property by virtue of its purchase of the services and /or goods from Heart Saver NZ Limited.
9.2 You understand that all written material, computer software used in the process of implementation of any goods, services or programme remains the property of Heart Saver NZ Limited. You release Heart Saver NZ Limited from any responsibility for legal or other problems that may arise from the use of any written copy produced on your behalf.
10 Confidential Information
10.1 Due to the nature of the work conducted by Heart Saver NZ Limited, access to confidential business information may be required. All such information and documentation will be treated with utmost security.
10.2 Unless specified, Heart Saver NZ Limited reserves the right to work with other businesses in similar industries. If you’d prefer that Heart Saver NZ Limited does not work with other companies you deem to be in competition with your own, please advise Heart Saver NZ Limited of this prior to engaging in any long term agreement. Wherever possible we will endeavour to accommodate your request(s).
10.3 Neither party will disclose information which is confidential to the other party to a third party unless compelled to do so by law.
10.4 Heart Saver NZ Limited engages 3rd party contractors where necessary in the provision of its goods and services. Contractors employed by Heart Saver NZ Limited are qualified to carry out their role, highly professional and comply with the standard employee confidentiality requirements as detailed above
11.1 Neither party may assign any of its rights or obligations under these Terms without the prior written consent of the other.
11.2 Every notice given under these Terms will be sufficiently given if delivered personally, posted or successfully emailed to the intended recipient at his /her or their last known postal address or email address.
11.3 Neither party will be liable for any delay or failure for the performance of any of the obligations imposed on them under these Terms if such failure is beyond the reasonable control and without fault or negligence of that party, provided that this clause will not extend to excuse the consequences of insolvency or financial difficulty.
11.4 These Terms constitute the entire agreement between the parties which supersedes any prior arrangement or understanding whether written or oral relating to the subject matter of this agreement.
11.5 These Terms will be governed by the laws in New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.
12 Changes to Terms of Trade
12.1 Heart Saver NZ Limited reserves the right to review Terms at any time and from time to time. If, following any such review, there is to be any change in such Terms, that change will take effect from the date on which Heart Saver NZ Limited notifies the Customer of such change.