Terms and Conditions

1. General

1. These terms and conditions of trade ("Terms") apply to all:

   1. goods supplied (“Goods”) including, automated external defibrillators (“AEDs”); and

   2. Services supplied (“Services”) including AED Testing,
      by Heart Saver NZ Limited (“we, us, our”) to the Customer (“you”).

2. By placing an order with us for any Goods and/or AED Services you agree to be bound by these Terms as varied from time to time. For the avoidance of doubt, these Terms will supersede and prevail over any representations made by any of our agents or representatives.
3. A CARDIAC ARREST IS A COMPLICATED MEDICAL EVENT INFLUENCED BY A WIDE RANGE OF FACTORS. WE MAKE NO GUARANTEE THAT AN AED PURCHASED OR TESTED BY US WILL REVIVE AN INDIVIDUAL WHO SUFFERS A SUDDEN CARDIAC ARREST.

2. Price and Payment

1. Prices for Goods and/or Services will be as quoted in writing by us to you. In the absence of a written quote, the standard charge listed on our website applies. All prices are stated exclusive of Goods and/or Services Tax and other taxes and duties which are payable by you (if applicable).

2. We (as accurately as possible) estimate the time and resources required to deliver Goods and/or Services to you. Where a price has been agreed before delivering Goods and/or Services to you, we will not alter our invoices to compensate for a change in completion time.

3. However, if additional Goods and/or Services are required, which have not been outlined in the original contract, we reserve the right to invoice for the additional Goods and/or Services.

4. All freight, couriers, travel costs, and any other charges in relation to the supply of Goods and/or Services are in addition to the quoted price and will be payable by you.

5. Unless otherwise expressly stipulated by us, payment for all Goods and/or Services must be made by you to our nominated Bank Account by the 20th of the month following the date of the invoice. We may, at our option, issue a monthly interim invoice where the delivery of Goods and/or Services is over a period exceeding one month.

6. If payment is made by credit card, a surcharge of 3% will be added to our quoted price.

7. Interest on overdue or unpaid invoices shall accrue from the date when payment becomes due daily until the date payment is received at a rate of 2.5% per calendar month and all interest shall compound monthly before and after any judgement until payment is received in full.

8. Any expenses, disbursements and legal costs incurred by us in the enforcement of any rights contained in these Terms will be paid by you, including any reasonable solicitor’s fees or debt collection agency fees.

3. Delivery, Risk and Title

1. Goods purchased by you from us are deemed to have been delivered as set out below (“Delivered”), when, as relevant to your order:

   1. you collect them from us; or

   2. we deliver them to the address specified in your order.

       

2. Risk in Goods passes to you on Delivery as defined above. Title in Goods passes to you upon receipt of payment by us.

4. Responsibility for AED Maintenance & Performance

1. Each AED purchased by you will be accompanied by the manufacturer’s user manual. For the avoidance of any doubt, it is your responsibility to read the user manual carefully and to strictly adhere to the maintenance and inspection schedules and instructions detailed therein.
2. We take no responsibility and accept no liability for any failure or malfunction of an AED resulting from your failure to strictly adhere to the schedules and instructions detailed in the manufacturer’s user manual or otherwise.

5. Provision of Testing Services

1. In providing Services to you we will test your AED with examples of safety and performance parameters for AEDs as referenced in NZ / AUS Standard 3551.2012. Testing will include reviewing the output of your AED at that specific point in time. For the avoidance of any doubt, Services do not include repair or calibration of your AED and testing your AED in line with NZ / AUS Standard 3551.2012 does not guarantee you are compliant with NZ / AUS Standard 3551.2012.

2. We will use all reasonable skill and care in providing Services in a timely and efficient manner.

3. We will not be liable for any delay or non-performance in providing Services if the delay or non-performance is attributable (directly or indirectly) to circumstances beyond our reasonable control.

4. We shall not be obliged to accept any request for Services to be provided to you and will be entitled, at our sole discretion, to refuse to provide Services.

5. We may withdraw a quotation for Services at any time before it is accepted by you. All quotations will lapse without notice 60 days after being given.

6. You will not cancel any contract for us to provide Services (in full or in part) without first obtaining our written consent. Such notice of cancellation must be in writing.

7. For the avoidance of any doubt, in carrying out the Services or in respect of any matter concerning the Services, we do not provide any guarantee whatsoever that an AED that is the subject to the Services will work or function as intended. The Services undertaken by us only provide the results of the testing undertaken and information relevant to those results at the specific point in time the Services are completed.

6. Claims and Liability

NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS:

1. Any claim by you of any “Defect” (as defined in clause 7.2) in an AED or of a defect in any other Goods and/or Services provided, including non-conformity to an order, must be made in writing to us within:

   1. 1 month of the Goods and/or Services being delivered; and

   2. 10 days of such Defect or defect being discovered.

2. We provide the Limited Warranty in respect of AEDs in clause 7.1. The Consumer Guarantees Act 1993 (“CGA”), the Fair Trading Act 1986 (“FTA”), and other statutes may impose warranties, conditions or obligations upon us which, by law, either cannot be excluded or can only be excluded to a limited extent (“Imposed Warranties”). To the maximum extent permitted by law, you and we exclude from this agreement:

   1. Imposed Warranties; and

   2. All other warranties or conditions (whether express or implied) as to the quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in this agreement are excluded.

3. Where you acquire Goods and/or Services from us, for the purposes of a business:

   1. the parties acknowledge and agree that:

      1. you are acquiring the Goods and/or Services covered by these Terms for the purposes of a business in terms of sections 2 and 43(2) of the CGA;

      2. the Goods and/or Services are both supplied and acquired in trade for the purposes of the FTA and the parties agree to contract out of sections 9 (Misleading and deceptive conduct generally), 12A (Unsubstantiated representations) and 13 (False and misleading representations); and

   2. you agree that all warranties, conditions and other terms implied by the CGA or sections 9, 12A and 13 of the FTA are excluded from these Terms to the fullest extent permitted by law and the parties further acknowledge and agree that it is fair and reasonable that the parties are bound by this clause.

4. Where the Imposed Warranties or the Limited Warranty applies, you agree to give us a reasonable opportunity to inspect, verify and accept or reject any claim of a Defect or defective Goods and/or Services. Where a Defect is at issue, Clause 7.2 applies. Where your claim of another defect is accepted by us, we may (at our discretion) repair, replace or give credit for the Goods and/or Services supplied. To the maximum extent permitted by law, we will not be otherwise liable to you or any third party, whether in contract, tort or otherwise, for any loss or damage arising directly or indirectly from Goods and/or Services supplied by us to you. For the avoidance of any doubt we will not be liable to you for:

   1. any indirect, special or consequential loss or damage; or

   2. loss of equipment or property; or

   3. economic loss or damage; or

   4. incurring of liability for loss or damage of any nature whatsoever suffered by third parties (including in each case incidental and punitive damages); or

   5. any loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill, even if we are advised in advance of the possibility of any such losses or damages. We will not be liable for any losses arising from your misuse of the Goods including (without limitation):

      1. wilful damage;

      2. your negligence or that of your agents or employees;

      3. any alteration or repair you make to the Goods.
         
         In any case, where we are found by a Court of competent jurisdiction to be liable to you for any reason whatsoever, the extent of our liability will not exceed the price that you have paid us for the Goods and/or Services provided to you in the preceding 12 months.

   6. You acknowledge and agree that the prices agreed reflect the limitations of liabilities contained in these Terms.

7. AED Warranty

1. We warrant only that any AED purchased from us will comply with the warranties offered, and for the period specified, by the manufacturer (“Limited Warranty”).
2. Where the AED does not meet the Limited Warranty (“Defect”), we will, at our sole discretion, either repair or replace the AED, or provide a refund. Our warranty is conditional upon:
   1. the defect not being caused or partly caused by, or arising through failure on the part of you to properly maintain the AED;
   2. you following any user manual, instructions or guidelines provided by us or the manufacturer;
   3. use of the AED immediately ceasing once any defect becomes apparent or would have become apparent to a reasonably prudent operator or user;
   4. the defect not being as a result of fair wear and tear or any accident or act of God; and
   5. the AED not having been repaired, altered or overhauled in any way.
3. In respect of all claims, we shall not be liable to compensate you for any delay in either replacing or repairing the AED or in properly assessing your claim. During such time we are not required to provide you with a loan AED.

8. Returns Policy

1. If you would like to return Goods purchased from us, no questions asked, the Goods need to be returned to us within 10 Business Days of your purchase. The Goods must be unused, sealed/unopened with all packaging in its original condition and be accompanied by proof of purchase. You will be offered a refund based on the value paid at the time of purchase. You shall be responsible for all costs associated with returning the Goods to us.

9. Termination

1. These Terms may be terminated by notice in writing by us:

   1. if you commit any act of bankruptcy, enter into any arrangement with your creditors or (in the case of a company do any act which would render you liable to be liquidated), or if a resolution is passed or proceedings commenced for the liquidation or voluntary administration of you or if a receiver is appointed in respect of all or any of your assets;

   2. you are in breach of these terms and conditions; or

   3. upon completion of the Delivery of the Goods and/or supply of the Services and payment in full by you.

2. These Terms may also be terminated by mutual agreement in writing between the parties.

3. All disclaimers and limitations of liability contained in these Terms will survive termination.

10. Intellectual Property

1. You agree and acknowledge that we are 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 Goods and/or Services to you and that you obtain no rights and or interests in such intellectual property by virtue of purchasing the Goods and/or Services from us.

2. You understand that all written material and computer software used in the process of delivering the Goods and/or Services remains the property of us. You release us from any responsibility that may arise from the use of any written copy produced on your behalf.

11. Confidential Information

1. Due to the nature of the work conducted by us, access to confidential information may be required. At all times both parties shall treat all non-public information and material received from the other party as confidential and shall not publish, release or disclose the same to a third party unless required to do so by law or when prior written consent is received from the disclosing party.

2. Unless otherwise agreed, we reserve the right to work with other businesses in similar industries. If you would prefer that we do not work with other businesses you deem to be in competition with your own, please advise us prior to engaging in any long term agreement. Wherever possible we will endeavour to accommodate your request(s).

3. We engage third party contractors where necessary in the provision of Goods and/or Services. Contractors employed by us are qualified to carry out their role, highly professional and comply with the confidentiality requirements detailed above.

12. Force Majeure

Subject to clause 6 and 7, but notwithstanding any other provision of these Terms:

1. Should we be delayed in supplying Goods and/or Services due to any event not reasonably within our control, we may either:

   1. cancel your order of Goods and/or Services; or

   2. suspend our obligations to you under these Terms during the period when such event is causing delay,
      
      in either case without incurring liability to you for any loss or damage whatsoever suffered by you or any other person.

13. Privacy

If you'd like to read our full privacy policy, please visit this page.

1. By placing an order with us, you authorise us to collect, retain and use information about you for the following purposes:
   1. to manage your account with us, including sending you statements and invoices, organising payment, assessing your creditworthiness, supplying Goods and/or Services to you; and
   2. to provide you with information about our products and services and any special offers we believe may be of interest to you.
2. Under the Privacy Act 1993 you have the right to access and correct any personal information we hold about you. Please direct any such request to the Administration Manager – admin@heartsaver.co.nz – 0800 233 342.

14. Other

1. You may not assign or transfer all or any of your rights or obligations under these terms without our prior written consent.
2. We are not bound by any error or omission in any invoice, order, form or other documents.
3. You must keep all information you have provided to us up-to-date, including advising us in writing of any change of name, address or other details that would be relevant to your account with us. Notice will be sufficiently provided if it is personally delivered, posted or email to your last known postal or email address.
4. If any provision of these Terms is or becomes invalid or unenforceable, that provision will be deemed deleted from these terms to the extent of such invalidity or unenforceability and such invalidity or unenforceability will not affect the other provisions of these Terms, all of which will remain in full force and effect.