NZ Terms and Conditions of Sale
TERMS AND CONDITIONS OF SALE
Exymes NZ Ltd
1. Definitions
1.1 In these Conditions the following words shall have the following meanings:
“Acknowledgement” shall mean the Company’s written acceptance of the Customer’s order for the Goods (if any).
“Conditions” shall mean the terms and conditions set out below as varied from time to time by the Company.
“Contract” shall mean the written agreement concluded between Exymes and the Customer, including any specification or other documents that are expressly incorporated into it, and incorporating these terms and conditions.
“Company” shall mean Exymes NZ Limited (New Zealand Company Number 9073376) with registered office at 201 Princes Street, Dunedin Central, Dunedin, 9016, New Zealand.
“Customer” shall mean the company, firm or individual purchasing the Goods.
“Goods” means any or all of the goods being purchased, including Hardware, consumables and chemistry as defined herein, if applicable.
“GST” means goods and services tax chargeable under the Goods and Services Tax Act 1985.
“Hardware” shall mean PDQeX machine and phytoGEM grippers.
“Price” shall mean the price payable by the Customer as stated in the Quotation or, in the case of an Online Purchase, as stated on the Company website.
“Online Purchase” shall mean a purchase of the Goods using the Company website.
“Quotation” shall mean the Company’s written Quotation (including those provided in email format) for the Goods (if any).
1.2 In the Contract references to:
(i) any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or provision as from time to time amended, consolidated, modified, extended, re‑enacted or replaced;
(ii) the masculine includes the feminine and the neuter and vice versa;
(iii) the singular includes the plural and vice versa; and
(iv) Clauses are references to the clauses set out in these terms and conditions.
1.3 The headings to these terms and conditions are for guidance only and will not affect their interpretation.
1.4 Business Customers Only: These Terms and Conditions apply only to sales to business customers, including companies, partnerships, and other commercial entities. If you are a consumer (an individual purchasing for personal use), these Terms do not apply and the Consumer Guarantees Act 1993 and Fair Trading Act 1986 will apply. Please contact commercial@exymesplc.com for consumer terms.
For Online Purchases, these Conditions incorporate by reference the Company’s Website Terms of Use, Privacy Policy, and Cookie Policy available at www.exymesplc.com/legal.
2. Terms of Contract
2.1 The Company shall sell the Goods exclusively on and subject to these Conditions and no other terms, conditions, warranties, undertakings or representations, express or implied, shall apply to the Contract. If any order or any other document produced by the Customer purports to incorporate into the Contract any terms or conditions other than these Conditions, delivery of the Goods by the Company shall be deemed to be made on the condition that such delivery constitutes an offer to the Customer by the Company to enter into the Contract only subject to these Conditions, which shall be deemed to be accepted by the Customer on taking delivery of the Goods.
2.2 No variation of these Conditions shall be effective unless it is expressly made or confirmed in writing by the Company.
2.3 These Conditions shall override and take precedence over any other terms and conditions in any document or other communication of/with the Customer used in concluding the Contract with the Company.
2.4 The Company reserves the right to amend these Conditions at any time by posting updated Conditions on its website at www.exymples.com/terms-and-conditions. Amendments shall apply to all orders placed after the date of posting. Existing Contracts shall remain subject to the Conditions in force at the time the order was accepted by the Company.
3. Quotation
3.1 Quotations issued by the Company are subject to these Conditions and, unless previously withdrawn, the Customer may place orders upon a Quotation issued by the Company during the period stated in the Quotation or, if no period is stated, for a period of 30 days after the date the Quotation is issued.
3.2 The Company has the right to accept or refuse orders in respect of the Goods.
4. Supply of Goods
4.1 Unless otherwise stated in the Contract, prices are for delivery Ex‑Works (Incoterms 2020) at the Company’s place of business or that of its subsidiary where stock is being dispatched from. Any period of time stated for delivery or for compliance with any other contractual obligations of the Company are estimates only and the Company accepts no responsibility for loss or damage resulting from delay or failure to notify the Customer of any such delay.
4.2 Changes in requirements relating to any aspect of the Contract will entitle the Company to vary any estimates of time for delivery of the Goods.
4.3 All dates quoted or referred to in the Acknowledgement for delivery of the Goods are estimates only, given in good faith, and the Company gives no warranty or representation as to its ability to meet such dates. The Company will use its reasonable endeavours to meet delivery dates but shall be under no liability whatsoever for any delay in delivery.
4.4 In the event of a delay exceeding one month, the Customer shall have the right to cancel the order, in which event the Company’s sole liability shall be to refund the Price or part thereof for the undelivered Goods. Any refund shall use the same method as payment.
4.5 Time of delivery shall not be of the essence of the Contract.
4.6 Once accepted orders have been processed and shipped, no changes or cancellations to the order are permitted without prior written approval. Any additional costs and charges incurred in such change or cancellation will be borne by the Customer.
5. Prices
5.1 The Company will charge the Customer for all delivery charges where delivery is not arranged by the Customer. Such costs may include, but are not limited to, courier charges, insurance costs, special handling charges and packaging costs. Agreed changes in the specifications or changes in any taxes, exchange rates, duties or levies charged on or in relation to the Goods will be charged separately.
6. Taxes and Duties
6.1 Unless otherwise stated in the Quotation, prices are quoted exclusive of GST, duties or local sales taxes. GST will be added to all prices where applicable.
6.2 International Sales and Customs
(a) For sales outside New Zealand, the Customer is responsible for:
(i) all import duties, customs clearance charges, and import taxes (including VAT or GST) in the destination country;
(ii) providing accurate customs information including HS codes and values;
(iii) providing EORI numbers or equivalent import registration numbers; and
(iv) any costs arising from customs delays or rejections.
(b) Delivery shall be deemed complete when the Goods leave New Zealand, regardless of customs clearance in the destination country.
(c) The Company may require the Customer to provide customs documentation and import licences before shipment.
6.3 Any use tax, sales tax, excise tax, duty, inspection or testing fee, or any other tax, fee or charge imposed by any governmental authority shall be paid by the Customer in addition to the prices quoted or invoiced. If the Company is required to pay any such tax, fee or charge, then the Customer shall immediately reimburse the Company for the full amount paid.
7. Payment
7.1 Invoices shall be issued upon shipment of the Goods.
7.2 Unless otherwise stated in the Quotation, payment is due 30 days from the date of invoice.
7.3 In respect of Online Purchases, payment must be made prior to shipment.
7.4 In no case shall any dispute concerning any item or separate part of the Goods or work or any further contractual obligation of the Company to the Customer affect the Customer’s obligation in respect of payments for other parts. If any part or instalment of the Price is not paid when due, or work on the Goods is held up for any reason attributable to the Customer, or the Customer incurs bankruptcy, insolvency, liquidation or the appointment of a Receiver, the full Price of the Goods, less any sums already paid in respect of the Goods, shall immediately become due and payable by the Customer and the Company may at its option cancel the Contract or cancel or suspend despatch of the Goods.
7.5 Without prejudice to any other right of the Company, all overdue payments shall carry interest at the rate of 2% per month (or part thereof) calculated daily and compounded monthly on the amount or amounts outstanding from time to time.
8. Despatch and Delivery
8.1 Unless otherwise stated in the Quotation, or where the Customer provides its own freight company account details, delivery will be effected by despatch using a reputable carrier service as soon as is practicable, to the address specified by the Customer at the time of the order.
8.2 The Customer is responsible for arranging insurance for the Goods during transit.
8.3 Where a delivery attempt is made but not completed because the Customer is not available to sign for the Goods, the Company shall have the right to permit the carrier service organisation to return the Goods to their depot for subsequent collection by the Customer. This does not constitute non‑arrival for the purposes of clause 9.1.
9. Inspection and Defective Goods
9.1 The Customer shall be responsible for inspecting the Goods on arrival and shall notify the Company immediately if there is any damage, discrepancy or shortage, or within 7 days after receipt of notice of despatch in the event of non‑arrival.
9.2 The Company reserves the right at its sole discretion to decide whether Goods are defective.
9.3 Defective Goods will be replaced or rectified by the Company as originally ordered or, if rectification or replacement is not practicable, the Company will credit the value of the Goods at the issued invoice Price.
9.4 Claims for delivery damage, shortage, or discrepancy must be made in writing to the Company within 7 days of the date of delivery or within 10 days of a failed delivery attempt as described in clause 8.3. Claims for defects covered by the warranty in clause 15 must be made within the applicable warranty period specified in clause 15.1.
9.5 The Company shall not be liable for any loss, damage or expense whatsoever and howsoever arising from any defect save as detailed in clause 9.3 above.
9.6 Defects discovered in any delivery shall not entitle the Customer to rescind the remainder of any Contract.
9.7 All carriage charges hereunder are the responsibility of the Company.
9.8 The Company shall be entitled to withhold delivery of any Goods if payment in respect of previous deliveries of Goods is due and outstanding.
10. Instalments
10.1 The Company shall, at its sole discretion, be entitled to make delivery of the Goods in one or more instalments and, without prejudice to these Conditions, each delivery of an instalment of the Goods shall form a severable part of the Contract.
11. Property Risk and Insurance
11.1 The Goods shall remain the property of the Company until the Company has received the full amount of the Price from the Customer. So long as the Goods remain the property of the Company and the Customer is in default of any obligation under this Agreement, the Company shall have the right, with or without prior notice to the Customer, to re‑take possession of the Goods and, for that purpose, to enter any premises occupied by the Customer. On such re‑taking of possession this Agreement shall be terminated, but without prejudice to the rights of the Company to enforce any other or additional remedy existing at the time of termination.
11.2 The risk in the Goods shall pass to the Customer upon delivery in accordance with clauses 4.1 and 8.1.
11.3 Where risk in the Goods has passed to the Customer, the Company shall be under no liability whatsoever in respect of the Goods.
12. Title in the Goods
12.1 The legal title to the Goods shall not pass to the Customer until all sums due or payable by the Customer to the Company, whether in respect of the Goods or otherwise, have been received by the Company. Until such time, the Customer shall act as bailee of and in a fiduciary capacity for the Company and shall, in respect of Goods in its possession:
(i) store the Goods separately from any other goods so as to be identifiable as the property of the Company;
(ii) be responsible for any loss or damage to the Goods howsoever caused;
(iii) not sell, pledge, assign, charge or otherwise dispose of the Goods or any interest therein.
12.2 At any time prior to the legal title in the Goods passing to the Customer, the Company may require the Customer to return the Goods to the Company on demand and/or permit the Company, its servants or agents at any time without notice to enter the Customer’s premises and retake possession of the Goods.
12.3 The retention of title provisions in clause 12.1 shall only apply to Goods that remain in their original, unopened packaging. Once Goods are opened or used, the Company reserves the right for the title to pass to the Customer, but all payment obligations remain in full force.
13. Lien
13.1 The Company shall have a general lien over any of the Customer’s goods or property in its possession from time to time for all sums due from the Customer to the Company.
13.2 On the expiration of seven days’ notice in writing to the Customer, the Company shall be entitled to sell or otherwise dispose of any of the Customer’s goods or property over which it has a lien and to apply any proceeds received towards payment of such sums due.
14. Specification and Performance Data
14.1 Any performance figures quoted or referred to in any specification or other document provided by the Company are estimates only.
14.2 The Company reserves the right, on the sale of any Goods, to make before delivery any alteration to or departure from the specification or design of the Goods provided that it shall not, to a material extent, adversely affect the performance of the Goods or the quality of the workmanship or the materials used.
14.3 All specifications, drawings and technical documents issued by the Company, either before or after conclusion of the Contract, are issued solely for the Customer’s use in connection with the Goods and shall not be copied, reproduced or communicated to any third party without the Company’s express written consent.
14.4 In no event shall the Company be liable in respect of any claim arising out of any of the Goods proving not to be fit and suitable for any purpose other than that notified to the Company by the Customer prior to ordering and confirmed by the Company in the Acknowledgement to the Customer.
15. Warranty
15.1 The Company warrants that the Goods shall perform substantially in accordance with the product documentation and be free from defects in materials or workmanship for a period of three (3) months from the date of delivery to the Customer, except in the case of Hardware purchased, whereby the warranty period shall be twelve (12) months from delivery.
The Company shall, at its sole option, repair, replace, grant a credit or refund in respect of any of the Goods which are found to be defective within the respective periods, provided that the Customer gives written notice to the Company within the three months (or twelve months in respect of Hardware), setting out the nature of any such defect(s), the serial number(s) of the Goods supplied, the invoice number and date.
The Customer acknowledges that the Goods, except in the case of Hardware, are perishable. This warranty is in addition to any rights the Customer may have under the Consumer Guarantees Act 1993, if applicable.
15.2 The foregoing warranty shall not cover damage necessitated or caused otherwise than by defects in materials or workmanship, including damage caused by fair wear and tear, improper use, installation or repair, improper storage or working conditions, neglect, alteration, tampering, incorporation into another product, accidental or deliberate damage by the Customer or any third party.
15.3 Unless otherwise agreed by the Company, the foregoing warranty shall not apply to any replacement parts supplied by the Company under this warranty for the Goods; instead the warranty period applicable to the original Goods shall apply.
15.4 The foregoing warranty shall not be available for the benefit of any person other than the Customer.
15.5 Where only part of the Goods is found to be defective, the Company shall only be under an obligation to repair or grant a credit in accordance with the foregoing warranty in respect of that part found to be defective.
15.6 The Customer shall give access and full co‑operation to the Company to carry out its obligations under this warranty and, in particular, if so requested by the Company, shall return the Goods subject to this warranty to the Company at the Customer’s expense.
15.7 The cost of returning to the Customer any Goods found to be defective and replaced or repaired by the Company under the foregoing warranty shall be borne by the Company.
15.8 Any Goods returned to the Company and replaced shall become the Company’s property.
15.9 The Customer shall not return the Goods to the Company without the prior written consent of the Company. Authorisation to return Goods must be requested in writing, whereupon instructions for the return will be issued to the Customer.
(a) The Customer must submit a written request to commercial@exymesplc.com with details of the defect, invoice number, and serial numbers.
(b) The Company shall respond within 5 business days with either a Return Merchandise Authorisation (RMA) number and return instructions, or a request for additional information.
(c) Goods returned without a valid RMA number may be rejected and returned to the Customer at the Customer’s expense.
15.10 It is entirely at the Company’s discretion to authorise the return of the Goods, and the Company reserves the right to reject the return of Goods if, upon receipt by the Company, they are in the opinion of the Company defective or damaged through no fault of the Company. In such event, the Customer shall be responsible for any costs incurred by the Company in investigating and re‑delivering the returned Goods.
15.11 In the event the Customer requests a repair to be undertaken on Hardware which is outside the warranty period or has been damaged or is defective as a result of no fault of the Company, the Company will provide an estimate to the Customer for the cost of the repair or replacement, which will be subject to separate contractual arrangement.
16. Authorised Uses and Handling, etc.
16.1 The sale of the Goods by the Company to the Customer conveys only a right to use the Goods in accordance with the product documentation. The Customer warrants that it will properly test and use any Goods in accordance with the terms agreed between the parties and, in any event, using no less than the practices of a reasonable person who is suitably qualified and experienced in handling material like the Goods.
16.2 The Customer shall comply with all applicable national, regional, and local laws and regulations applicable to the handling and use of the Goods, including but not limited to the Health and Safety at Work Act 2015 and Hazardous Substances and New Organisms Act 1996.
16.3 Unless otherwise expressly specified and authorised by the Company in writing, the Customer acknowledges that the Goods are designed and validated for Research Use Only (RUO) and are not intended, approved, or validated for:
(a) clinical diagnostic purposes;
(b) therapeutic or medical device applications;
(c) in vitro diagnostic (IVD) use; or
(d) any application requiring regulatory approval under the Medicines Act 1981 or Therapeutic Products Act 2023.
16.4 The Customer shall indemnify the Company against all claims, losses, and expenses arising from unauthorized use of the Goods contrary to clause 16.3.
16.5 Safety Information
(a) The Company shall provide Safety Data Sheets (SDS) in accordance with the Health and Safety at Work (Hazardous Substances) Regulations 2017 and the Globally Harmonized System of Classification and Labelling of Chemicals (GHS) for all chemical products. SDSs are available on www.exymesplc.com or upon request.
(b) The Customer shall ensure that all persons handling the Goods have access to, understand, and comply with the relevant SDS.
(c) The Customer is responsible for conducting its own risk assessments for the handling, use, storage, and disposal of the Goods in its workplace in accordance with the Health and Safety at Work Act 2015.
16.6 Storage and Handling
(a) Certain Goods require specific storage conditions as specified in the product documentation and SDS. The Customer is responsible for maintaining these conditions from the time of delivery.
(b) The Customer shall inspect temperature‑sensitive Goods immediately upon delivery and report any concerns within 24 hours.
(c) The warranty in clause 15.1 shall not apply if Goods have been stored outside the specified temperature range or storage conditions. The Customer shall provide documentary evidence to demonstrate that the Goods were stored in accordance with the specified temperature range and conditions.
(d) The warranty in clause 15.1 shall not apply if Goods have been stored outside the specified temperature range or storage conditions. If requested by the Company, the Customer shall provide documentary evidence (such as temperature logs or storage records) demonstrating that the Goods were stored in accordance with the specified temperature range and storage conditions.
16.7 Any technical assistance provided by the Company or its Group is provided without warranty, and the Company accepts no liability for any results obtained in reliance on such assistance and information.
16.8 The Customer shall dispose of all Goods, packaging, and waste materials in accordance with:
(a) applicable environmental protection laws and regulations, including the Waste Minimisation Act 2008 and Resource Management Act 1991;
(b) the disposal instructions in the relevant SDS; and
(c) the Customer’s own waste management policies for hazardous and chemical waste.
16.9 Regulatory Compliance
(a) The Customer acknowledges that it is solely responsible for:
(i) determining whether the Goods are suitable, approved, and validated for use in its jurisdiction and application;
(ii) obtaining any necessary regulatory approvals, licenses, certifications, or registrations for its intended use of the Goods under New Zealand law or the law of any other jurisdiction where the Goods will be used;
(iii) ensuring compliance with all applicable laws, regulations, and industry standards, including Medsafe requirements if applicable; and
(iv) conducting any required validation studies for its specific application.
(b) The Company makes no representation that the Goods comply with regulatory requirements in any specific jurisdiction or for any specific application beyond Research Use Only.
16.10 Product Expiry
(a) Chemistry and consumables are supplied with a minimum of 18 months remaining shelf life from date of delivery unless otherwise agreed.
(b) The Customer is responsible for monitoring expiry dates and using Goods within their shelf life.
(c) The Company accepts no liability for expired products unless defective at time of delivery.
17. Product Recall
17.1 If the Company determines that any Goods pose a safety risk or fail to meet quality standards, the Company may issue a recall notice to the Customer.
17.2 Upon receipt of a recall notice, the Customer shall:
(a) immediately cease use of the affected Goods;
(b) notify any sub‑customers or end users who have received the Goods;
(c) return the affected Goods to the Company at the Company’s expense; or
(d) destroy the Goods if instructed by the Company and provide written certification of destruction.
17.3 The Customer shall provide the Company with contact details of any parties to whom affected Goods have been supplied to facilitate the recall process.
18. Liability
18.1 Nothing in these Conditions shall limit or exclude the Company’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by sections 6, 7, 8, and 9 of the Sale of Goods Act 1908 or the Consumer Guarantees Act 1993 (where applicable); or
(d) any other liability which cannot be limited or excluded by applicable law.
18.2 Subject to clause 18.1, the aggregate liability of the Company to the Customer under the Contract, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, shall at no time exceed the total sum payable by the Customer to the Company under the Contract.
18.3 Subject to clause 18.1, the Company shall not be responsible to the Customer for any indirect or consequential or economic loss whatsoever, including but not limited to loss of business, use, profits, future contracts or anticipated savings, or any claim made against the Customer by any third party.
18.4 The Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Customer information or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non‑arrival, or any other fault of the Customer.
18.5 Except in respect of the liability of the Company for death or personal injury as stated in clause 18.1, no action whatsoever (regardless of form of procedure) arising out of the Contract or in connection with the Goods may be brought by the Customer more than six months after the Customer becomes aware of, or should reasonably become aware of, the facts constituting the cause of action.
18.6 Both parties shall maintain and effect at their own expense for the duration of the Contract such insurances as required by any applicable law and as appropriate in respect of their obligations herein.
19. Indemnity
19.1 The Customer shall indemnify and hold the Company harmless against all losses, damages and expenses (including legal fees) that may be incurred as a result of any claim (whether in contract, tort including negligence, or otherwise) by the Customer or its officers, agents, employees or customers, whether direct or indirect, in connection with the use or resale of any products, or by reason of breach by the Customer of or failure to perform any of its obligations under this Contract, except to the extent caused by a breach by the Company of the express warranty provided in clause 15.1.
20. Force Majeure and Frustration
20.1 The Company shall not be liable for loss or damage and shall be entitled to cancel or rescind the Contract if the performance of its obligations under the Contract is in any way adversely affected by any cause whatsoever beyond the Company’s control, including but not limited to: acts of God, pandemic, epidemic, earthquake, volcanic activity, government restrictions or lockdowns, delays or defaults of suppliers or sub‑contractors, war, terrorism, strike, blockade, industrial dispute, flood, fire, explosion, accident to plant or machinery, cyber‑attack, failure of telecommunications or IT systems, shortage of materials or labour, or failure of transportation networks.
21. Default or Insolvency of the Customer
21.1 If the Customer:
(a) commits any material breach of the Contract; or
(b) has a liquidator, receiver, administrator, statutory manager or similar appointed over its assets; or
(c) enters into liquidation (whether voluntary or compulsory), receivership, statutory management, or makes a compromise or arrangement with creditors; or
(d) suffers any distress or execution upon its property or assets which is not paid out or discharged within fourteen days; or
(e) ceases or threatens to cease to carry on business; or
(f) becomes subject to any analogous insolvency or bankruptcy proceedings in any jurisdiction;
then the Company shall have the right (without prejudice to any other remedies) to cancel the Contract and to withhold or suspend delivery of the Goods. In the event of such cancellation by the Company, the Customer shall indemnify the Company against all loss (including loss of profit), costs (including costs of labour and materials) and all expenses suffered by the Company by reason of the cancellation.
22. Customer Assignment
22.1 A person who is not a party to this Contract has no rights, express or implied, under the Contracts (Privity) Act 1982 to enforce any term of this Contract.
23. Third Party
23.1 A person who is not a party to this Contract has no rights, express or implied, under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
24. Business Ethics
24.1 Each party shall comply with the provisions of any applicable anti‑corruption and anti‑bribery laws, legislation, regulations or directives (“Anti‑Corruption Legislation”) including but not limited to the Crimes Act 1961 (sections relating to bribery and corruption), which apply to its business or which apply in the place where the Contract is performed. Each party will not, and will procure that its employees, subcontractors, agents and representatives will not, engage in any activity, practice or conduct which would constitute an offence under any applicable Anti‑Corruption Legislation.
24.2 Each party warrants that it and its supply chain
NZ Terms and Conditions of Sale
TERMS AND CONDITIONS OF SALE
Exymes NZ Ltd
1. Definitions
1.1 In these Conditions the following words shall have the following meanings:
“Acknowledgement” shall mean the Company’s written acceptance of the Customer’s order for the Goods (if any).
“Conditions” shall mean the terms and conditions set out below as varied from time to time by the Company.
“Contract” shall mean the written agreement concluded between Exymes and the Customer, including any specification or other documents that are expressly incorporated into it, and incorporating these terms and conditions.
“Company” shall mean Exymes NZ Limited (New Zealand Company Number 9073376) with registered office at 201 Princes Street, Dunedin Central, Dunedin, 9016, New Zealand.
“Customer” shall mean the company, firm or individual purchasing the Goods.
“Goods” means any or all of the goods being purchased, including Hardware, consumables and chemistry as defined herein, if applicable.
“GST” means goods and services tax chargeable under the Goods and Services Tax Act 1985.
“Hardware” shall mean PDQeX machine and phytoGEM grippers.
“Price” shall mean the price payable by the Customer as stated in the Quotation or, in the case of an Online Purchase, as stated on the Company website.
“Online Purchase” shall mean a purchase of the Goods using the Company website.
“Quotation” shall mean the Company’s written Quotation (including those provided in email format) for the Goods (if any).
1.2 In the Contract references to:
(i) any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or provision as from time to time amended, consolidated, modified, extended, re‑enacted or replaced;
(ii) the masculine includes the feminine and the neuter and vice versa;
(iii) the singular includes the plural and vice versa; and
(iv) Clauses are references to the clauses set out in these terms and conditions.
1.3 The headings to these terms and conditions are for guidance only and will not affect their interpretation.
1.4 Business Customers Only: These Terms and Conditions apply only to sales to business customers, including companies, partnerships, and other commercial entities. If you are a consumer (an individual purchasing for personal use), these Terms do not apply and the Consumer Guarantees Act 1993 and Fair Trading Act 1986 will apply. Please contact commercial@exymesplc.com for consumer terms.
For Online Purchases, these Conditions incorporate by reference the Company’s Website Terms of Use, Privacy Policy, and Cookie Policy available at www.exymesplc.com/legal.
2. Terms of Contract
2.1 The Company shall sell the Goods exclusively on and subject to these Conditions and no other terms, conditions, warranties, undertakings or representations, express or implied, shall apply to the Contract. If any order or any other document produced by the Customer purports to incorporate into the Contract any terms or conditions other than these Conditions, delivery of the Goods by the Company shall be deemed to be made on the condition that such delivery constitutes an offer to the Customer by the Company to enter into the Contract only subject to these Conditions, which shall be deemed to be accepted by the Customer on taking delivery of the Goods.
2.2 No variation of these Conditions shall be effective unless it is expressly made or confirmed in writing by the Company.
2.3 These Conditions shall override and take precedence over any other terms and conditions in any document or other communication of/with the Customer used in concluding the Contract with the Company.
2.4 The Company reserves the right to amend these Conditions at any time by posting updated Conditions on its website at www.exymples.com/terms-and-conditions. Amendments shall apply to all orders placed after the date of posting. Existing Contracts shall remain subject to the Conditions in force at the time the order was accepted by the Company.
3. Quotation
3.1 Quotations issued by the Company are subject to these Conditions and, unless previously withdrawn, the Customer may place orders upon a Quotation issued by the Company during the period stated in the Quotation or, if no period is stated, for a period of 30 days after the date the Quotation is issued.
3.2 The Company has the right to accept or refuse orders in respect of the Goods.
4. Supply of Goods
4.1 Unless otherwise stated in the Contract, prices are for delivery Ex‑Works (Incoterms 2020) at the Company’s place of business or that of its subsidiary where stock is being dispatched from. Any period of time stated for delivery or for compliance with any other contractual obligations of the Company are estimates only and the Company accepts no responsibility for loss or damage resulting from delay or failure to notify the Customer of any such delay.
4.2 Changes in requirements relating to any aspect of the Contract will entitle the Company to vary any estimates of time for delivery of the Goods.
4.3 All dates quoted or referred to in the Acknowledgement for delivery of the Goods are estimates only, given in good faith, and the Company gives no warranty or representation as to its ability to meet such dates. The Company will use its reasonable endeavours to meet delivery dates but shall be under no liability whatsoever for any delay in delivery.
4.4 In the event of a delay exceeding one month, the Customer shall have the right to cancel the order, in which event the Company’s sole liability shall be to refund the Price or part thereof for the undelivered Goods. Any refund shall use the same method as payment.
4.5 Time of delivery shall not be of the essence of the Contract.
4.6 Once accepted orders have been processed and shipped, no changes or cancellations to the order are permitted without prior written approval. Any additional costs and charges incurred in such change or cancellation will be borne by the Customer.
5. Prices
5.1 The Company will charge the Customer for all delivery charges where delivery is not arranged by the Customer. Such costs may include, but are not limited to, courier charges, insurance costs, special handling charges and packaging costs. Agreed changes in the specifications or changes in any taxes, exchange rates, duties or levies charged on or in relation to the Goods will be charged separately.
6. Taxes and Duties
6.1 Unless otherwise stated in the Quotation, prices are quoted exclusive of GST, duties or local sales taxes. GST will be added to all prices where applicable.
6.2 International Sales and Customs
(a) For sales outside New Zealand, the Customer is responsible for:
(i) all import duties, customs clearance charges, and import taxes (including VAT or GST) in the destination country;
(ii) providing accurate customs information including HS codes and values;
(iii) providing EORI numbers or equivalent import registration numbers; and
(iv) any costs arising from customs delays or rejections.
(b) Delivery shall be deemed complete when the Goods leave New Zealand, regardless of customs clearance in the destination country.
(c) The Company may require the Customer to provide customs documentation and import licences before shipment.
6.3 Any use tax, sales tax, excise tax, duty, inspection or testing fee, or any other tax, fee or charge imposed by any governmental authority shall be paid by the Customer in addition to the prices quoted or invoiced. If the Company is required to pay any such tax, fee or charge, then the Customer shall immediately reimburse the Company for the full amount paid.
7. Payment
7.1 Invoices shall be issued upon shipment of the Goods.
7.2 Unless otherwise stated in the Quotation, payment is due 30 days from the date of invoice.
7.3 In respect of Online Purchases, payment must be made prior to shipment.
7.4 In no case shall any dispute concerning any item or separate part of the Goods or work or any further contractual obligation of the Company to the Customer affect the Customer’s obligation in respect of payments for other parts. If any part or instalment of the Price is not paid when due, or work on the Goods is held up for any reason attributable to the Customer, or the Customer incurs bankruptcy, insolvency, liquidation or the appointment of a Receiver, the full Price of the Goods, less any sums already paid in respect of the Goods, shall immediately become due and payable by the Customer and the Company may at its option cancel the Contract or cancel or suspend despatch of the Goods.
7.5 Without prejudice to any other right of the Company, all overdue payments shall carry interest at the rate of 2% per month (or part thereof) calculated daily and compounded monthly on the amount or amounts outstanding from time to time.
8. Despatch and Delivery
8.1 Unless otherwise stated in the Quotation, or where the Customer provides its own freight company account details, delivery will be effected by despatch using a reputable carrier service as soon as is practicable, to the address specified by the Customer at the time of the order.
8.2 The Customer is responsible for arranging insurance for the Goods during transit.
8.3 Where a delivery attempt is made but not completed because the Customer is not available to sign for the Goods, the Company shall have the right to permit the carrier service organisation to return the Goods to their depot for subsequent collection by the Customer. This does not constitute non‑arrival for the purposes of clause 9.1.
9. Inspection and Defective Goods
9.1 The Customer shall be responsible for inspecting the Goods on arrival and shall notify the Company immediately if there is any damage, discrepancy or shortage, or within 7 days after receipt of notice of despatch in the event of non‑arrival.
9.2 The Company reserves the right at its sole discretion to decide whether Goods are defective.
9.3 Defective Goods will be replaced or rectified by the Company as originally ordered or, if rectification or replacement is not practicable, the Company will credit the value of the Goods at the issued invoice Price.
9.4 Claims for delivery damage, shortage, or discrepancy must be made in writing to the Company within 7 days of the date of delivery or within 10 days of a failed delivery attempt as described in clause 8.3. Claims for defects covered by the warranty in clause 15 must be made within the applicable warranty period specified in clause 15.1.
9.5 The Company shall not be liable for any loss, damage or expense whatsoever and howsoever arising from any defect save as detailed in clause 9.3 above.
9.6 Defects discovered in any delivery shall not entitle the Customer to rescind the remainder of any Contract.
9.7 All carriage charges hereunder are the responsibility of the Company.
9.8 The Company shall be entitled to withhold delivery of any Goods if payment in respect of previous deliveries of Goods is due and outstanding.
10. Instalments
10.1 The Company shall, at its sole discretion, be entitled to make delivery of the Goods in one or more instalments and, without prejudice to these Conditions, each delivery of an instalment of the Goods shall form a severable part of the Contract.
11. Property Risk and Insurance
11.1 The Goods shall remain the property of the Company until the Company has received the full amount of the Price from the Customer. So long as the Goods remain the property of the Company and the Customer is in default of any obligation under this Agreement, the Company shall have the right, with or without prior notice to the Customer, to re‑take possession of the Goods and, for that purpose, to enter any premises occupied by the Customer. On such re‑taking of possession this Agreement shall be terminated, but without prejudice to the rights of the Company to enforce any other or additional remedy existing at the time of termination.
11.2 The risk in the Goods shall pass to the Customer upon delivery in accordance with clauses 4.1 and 8.1.
11.3 Where risk in the Goods has passed to the Customer, the Company shall be under no liability whatsoever in respect of the Goods.
12. Title in the Goods
12.1 The legal title to the Goods shall not pass to the Customer until all sums due or payable by the Customer to the Company, whether in respect of the Goods or otherwise, have been received by the Company. Until such time, the Customer shall act as bailee of and in a fiduciary capacity for the Company and shall, in respect of Goods in its possession:
(i) store the Goods separately from any other goods so as to be identifiable as the property of the Company;
(ii) be responsible for any loss or damage to the Goods howsoever caused;
(iii) not sell, pledge, assign, charge or otherwise dispose of the Goods or any interest therein.
12.2 At any time prior to the legal title in the Goods passing to the Customer, the Company may require the Customer to return the Goods to the Company on demand and/or permit the Company, its servants or agents at any time without notice to enter the Customer’s premises and retake possession of the Goods.
12.3 The retention of title provisions in clause 12.1 shall only apply to Goods that remain in their original, unopened packaging. Once Goods are opened or used, the Company reserves the right for the title to pass to the Customer, but all payment obligations remain in full force.
13. Lien
13.1 The Company shall have a general lien over any of the Customer’s goods or property in its possession from time to time for all sums due from the Customer to the Company.
13.2 On the expiration of seven days’ notice in writing to the Customer, the Company shall be entitled to sell or otherwise dispose of any of the Customer’s goods or property over which it has a lien and to apply any proceeds received towards payment of such sums due.
14. Specification and Performance Data
14.1 Any performance figures quoted or referred to in any specification or other document provided by the Company are estimates only.
14.2 The Company reserves the right, on the sale of any Goods, to make before delivery any alteration to or departure from the specification or design of the Goods provided that it shall not, to a material extent, adversely affect the performance of the Goods or the quality of the workmanship or the materials used.
14.3 All specifications, drawings and technical documents issued by the Company, either before or after conclusion of the Contract, are issued solely for the Customer’s use in connection with the Goods and shall not be copied, reproduced or communicated to any third party without the Company’s express written consent.
14.4 In no event shall the Company be liable in respect of any claim arising out of any of the Goods proving not to be fit and suitable for any purpose other than that notified to the Company by the Customer prior to ordering and confirmed by the Company in the Acknowledgement to the Customer.
15. Warranty
15.1 The Company warrants that the Goods shall perform substantially in accordance with the product documentation and be free from defects in materials or workmanship for a period of three (3) months from the date of delivery to the Customer, except in the case of Hardware purchased, whereby the warranty period shall be twelve (12) months from delivery.
The Company shall, at its sole option, repair, replace, grant a credit or refund in respect of any of the Goods which are found to be defective within the respective periods, provided that the Customer gives written notice to the Company within the three months (or twelve months in respect of Hardware), setting out the nature of any such defect(s), the serial number(s) of the Goods supplied, the invoice number and date.
The Customer acknowledges that the Goods, except in the case of Hardware, are perishable. This warranty is in addition to any rights the Customer may have under the Consumer Guarantees Act 1993, if applicable.
15.2 The foregoing warranty shall not cover damage necessitated or caused otherwise than by defects in materials or workmanship, including damage caused by fair wear and tear, improper use, installation or repair, improper storage or working conditions, neglect, alteration, tampering, incorporation into another product, accidental or deliberate damage by the Customer or any third party.
15.3 Unless otherwise agreed by the Company, the foregoing warranty shall not apply to any replacement parts supplied by the Company under this warranty for the Goods; instead the warranty period applicable to the original Goods shall apply.
15.4 The foregoing warranty shall not be available for the benefit of any person other than the Customer.
15.5 Where only part of the Goods is found to be defective, the Company shall only be under an obligation to repair or grant a credit in accordance with the foregoing warranty in respect of that part found to be defective.
15.6 The Customer shall give access and full co‑operation to the Company to carry out its obligations under this warranty and, in particular, if so requested by the Company, shall return the Goods subject to this warranty to the Company at the Customer’s expense.
15.7 The cost of returning to the Customer any Goods found to be defective and replaced or repaired by the Company under the foregoing warranty shall be borne by the Company.
15.8 Any Goods returned to the Company and replaced shall become the Company’s property.
15.9 The Customer shall not return the Goods to the Company without the prior written consent of the Company. Authorisation to return Goods must be requested in writing, whereupon instructions for the return will be issued to the Customer.
(a) The Customer must submit a written request to commercial@exymesplc.com with details of the defect, invoice number, and serial numbers.
(b) The Company shall respond within 5 business days with either a Return Merchandise Authorisation (RMA) number and return instructions, or a request for additional information.
(c) Goods returned without a valid RMA number may be rejected and returned to the Customer at the Customer’s expense.
15.10 It is entirely at the Company’s discretion to authorise the return of the Goods, and the Company reserves the right to reject the return of Goods if, upon receipt by the Company, they are in the opinion of the Company defective or damaged through no fault of the Company. In such event, the Customer shall be responsible for any costs incurred by the Company in investigating and re‑delivering the returned Goods.
15.11 In the event the Customer requests a repair to be undertaken on Hardware which is outside the warranty period or has been damaged or is defective as a result of no fault of the Company, the Company will provide an estimate to the Customer for the cost of the repair or replacement, which will be subject to separate contractual arrangement.
16. Authorised Uses and Handling, etc.
16.1 The sale of the Goods by the Company to the Customer conveys only a right to use the Goods in accordance with the product documentation. The Customer warrants that it will properly test and use any Goods in accordance with the terms agreed between the parties and, in any event, using no less than the practices of a reasonable person who is suitably qualified and experienced in handling material like the Goods.
16.2 The Customer shall comply with all applicable national, regional, and local laws and regulations applicable to the handling and use of the Goods, including but not limited to the Health and Safety at Work Act 2015 and Hazardous Substances and New Organisms Act 1996.
16.3 Unless otherwise expressly specified and authorised by the Company in writing, the Customer acknowledges that the Goods are designed and validated for Research Use Only (RUO) and are not intended, approved, or validated for:
(a) clinical diagnostic purposes;
(b) therapeutic or medical device applications;
(c) in vitro diagnostic (IVD) use; or
(d) any application requiring regulatory approval under the Medicines Act 1981 or Therapeutic Products Act 2023.
16.4 The Customer shall indemnify the Company against all claims, losses, and expenses arising from unauthorized use of the Goods contrary to clause 16.3.
16.5 Safety Information
(a) The Company shall provide Safety Data Sheets (SDS) in accordance with the Health and Safety at Work (Hazardous Substances) Regulations 2017 and the Globally Harmonized System of Classification and Labelling of Chemicals (GHS) for all chemical products. SDSs are available on www.exymesplc.com or upon request.
(b) The Customer shall ensure that all persons handling the Goods have access to, understand, and comply with the relevant SDS.
(c) The Customer is responsible for conducting its own risk assessments for the handling, use, storage, and disposal of the Goods in its workplace in accordance with the Health and Safety at Work Act 2015.
16.6 Storage and Handling
(a) Certain Goods require specific storage conditions as specified in the product documentation and SDS. The Customer is responsible for maintaining these conditions from the time of delivery.
(b) The Customer shall inspect temperature‑sensitive Goods immediately upon delivery and report any concerns within 24 hours.
(c) The warranty in clause 15.1 shall not apply if Goods have been stored outside the specified temperature range or storage conditions. The Customer shall provide documentary evidence to demonstrate that the Goods were stored in accordance with the specified temperature range and conditions.
(d) The warranty in clause 15.1 shall not apply if Goods have been stored outside the specified temperature range or storage conditions. If requested by the Company, the Customer shall provide documentary evidence (such as temperature logs or storage records) demonstrating that the Goods were stored in accordance with the specified temperature range and storage conditions.
16.7 Any technical assistance provided by the Company or its Group is provided without warranty, and the Company accepts no liability for any results obtained in reliance on such assistance and information.
16.8 The Customer shall dispose of all Goods, packaging, and waste materials in accordance with:
(a) applicable environmental protection laws and regulations, including the Waste Minimisation Act 2008 and Resource Management Act 1991;
(b) the disposal instructions in the relevant SDS; and
(c) the Customer’s own waste management policies for hazardous and chemical waste.
16.9 Regulatory Compliance
(a) The Customer acknowledges that it is solely responsible for:
(i) determining whether the Goods are suitable, approved, and validated for use in its jurisdiction and application;
(ii) obtaining any necessary regulatory approvals, licenses, certifications, or registrations for its intended use of the Goods under New Zealand law or the law of any other jurisdiction where the Goods will be used;
(iii) ensuring compliance with all applicable laws, regulations, and industry standards, including Medsafe requirements if applicable; and
(iv) conducting any required validation studies for its specific application.
(b) The Company makes no representation that the Goods comply with regulatory requirements in any specific jurisdiction or for any specific application beyond Research Use Only.
16.10 Product Expiry
(a) Chemistry and consumables are supplied with a minimum of 18 months remaining shelf life from date of delivery unless otherwise agreed.
(b) The Customer is responsible for monitoring expiry dates and using Goods within their shelf life.
(c) The Company accepts no liability for expired products unless defective at time of delivery.
17. Product Recall
17.1 If the Company determines that any Goods pose a safety risk or fail to meet quality standards, the Company may issue a recall notice to the Customer.
17.2 Upon receipt of a recall notice, the Customer shall:
(a) immediately cease use of the affected Goods;
(b) notify any sub‑customers or end users who have received the Goods;
(c) return the affected Goods to the Company at the Company’s expense; or
(d) destroy the Goods if instructed by the Company and provide written certification of destruction.
17.3 The Customer shall provide the Company with contact details of any parties to whom affected Goods have been supplied to facilitate the recall process.
18. Liability
18.1 Nothing in these Conditions shall limit or exclude the Company’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by sections 6, 7, 8, and 9 of the Sale of Goods Act 1908 or the Consumer Guarantees Act 1993 (where applicable); or
(d) any other liability which cannot be limited or excluded by applicable law.
18.2 Subject to clause 18.1, the aggregate liability of the Company to the Customer under the Contract, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, shall at no time exceed the total sum payable by the Customer to the Company under the Contract.
18.3 Subject to clause 18.1, the Company shall not be responsible to the Customer for any indirect or consequential or economic loss whatsoever, including but not limited to loss of business, use, profits, future contracts or anticipated savings, or any claim made against the Customer by any third party.
18.4 The Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Customer information or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non‑arrival, or any other fault of the Customer.
18.5 Except in respect of the liability of the Company for death or personal injury as stated in clause 18.1, no action whatsoever (regardless of form of procedure) arising out of the Contract or in connection with the Goods may be brought by the Customer more than six months after the Customer becomes aware of, or should reasonably become aware of, the facts constituting the cause of action.
18.6 Both parties shall maintain and effect at their own expense for the duration of the Contract such insurances as required by any applicable law and as appropriate in respect of their obligations herein.
19. Indemnity
19.1 The Customer shall indemnify and hold the Company harmless against all losses, damages and expenses (including legal fees) that may be incurred as a result of any claim (whether in contract, tort including negligence, or otherwise) by the Customer or its officers, agents, employees or customers, whether direct or indirect, in connection with the use or resale of any products, or by reason of breach by the Customer of or failure to perform any of its obligations under this Contract, except to the extent caused by a breach by the Company of the express warranty provided in clause 15.1.
20. Force Majeure and Frustration
20.1 The Company shall not be liable for loss or damage and shall be entitled to cancel or rescind the Contract if the performance of its obligations under the Contract is in any way adversely affected by any cause whatsoever beyond the Company’s control, including but not limited to: acts of God, pandemic, epidemic, earthquake, volcanic activity, government restrictions or lockdowns, delays or defaults of suppliers or sub‑contractors, war, terrorism, strike, blockade, industrial dispute, flood, fire, explosion, accident to plant or machinery, cyber‑attack, failure of telecommunications or IT systems, shortage of materials or labour, or failure of transportation networks.
21. Default or Insolvency of the Customer
21.1 If the Customer:
(a) commits any material breach of the Contract; or
(b) has a liquidator, receiver, administrator, statutory manager or similar appointed over its assets; or
(c) enters into liquidation (whether voluntary or compulsory), receivership, statutory management, or makes a compromise or arrangement with creditors; or
(d) suffers any distress or execution upon its property or assets which is not paid out or discharged within fourteen days; or
(e) ceases or threatens to cease to carry on business; or
(f) becomes subject to any analogous insolvency or bankruptcy proceedings in any jurisdiction;
then the Company shall have the right (without prejudice to any other remedies) to cancel the Contract and to withhold or suspend delivery of the Goods. In the event of such cancellation by the Company, the Customer shall indemnify the Company against all loss (including loss of profit), costs (including costs of labour and materials) and all expenses suffered by the Company by reason of the cancellation.
22. Customer Assignment
22.1 A person who is not a party to this Contract has no rights, express or implied, under the Contracts (Privity) Act 1982 to enforce any term of this Contract.
23. Third Party
23.1 A person who is not a party to this Contract has no rights, express or implied, under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
24. Business Ethics
24.1 Each party shall comply with the provisions of any applicable anti‑corruption and anti‑bribery laws, legislation, regulations or directives (“Anti‑Corruption Legislation”) including but not limited to the Crimes Act 1961 (sections relating to bribery and corruption), which apply to its business or which apply in the place where the Contract is performed. Each party will not, and will procure that its employees, subcontractors, agents and representatives will not, engage in any activity, practice or conduct which would constitute an offence under any applicable Anti‑Corruption Legislation.
24.2 Each party warrants that it and its supply chain