Terms & Conditions

Definitions:

The “Seller” means MAI Animal Health New Zealand (“MAIAH”);

The “Buyer” means the customer of MAIAH;

The “Terms” and “Contract” means the Terms and Conditions of Sale, which is a legally binding agreement for the sale of Products by the Seller to the Buyer;

The “Product(s)” means goods of any description forming the subject matter of this contract including parts, components and ingredients of any material incorporated into the Product.

Scope:  These Terms shall apply to all quotations, offers and sales made by the Seller to the Buyer except to the extent the Terms conflict with any Sales Agreement signed by the Seller and the Buyer, in which case the Sales Agreement shall govern.

Acceptance:  The Seller expressly conditions its sale of Products on the Buyer’s assent to the Terms notwithstanding any differences, additions or conflicting terms contained in any purchase order or other terms proposed by the Buyer.  Buyer must review acknowledgment for accuracy, and notify Seller immediately of any discrepancies. Buyer’s acceptance of delivery of or payment for any product will constitute Buyer’s acceptance of all terms and conditions of sale. 

Price:  All quotations and order acknowledgments, whether written, verbal, electronic or facsimile, are based on today’s costs. In the case of annual purchase orders, the Seller reserves the right to notify the Buyer of price changes if costs vary significantly (by more than 5%) prior to order completion. Prices exclude all freight, insurance, delivery charges and all taxes or duties unless otherwise expressly agreed upon in writing by the Seller. The Buyer shall maintain any current state tax exemption certificates where applicable. All prices are subject to change without notice.

Quotation:  Quotations by the Seller, unless otherwise stated or agreed to by the Seller in writing, shall be open for acceptance for a period of thirty (30) days after the date of the quotation.

Payment:  If credit has been extended, in lieu of a credit card, all invoices are payable, without discount or deduction of any kind, in NZD within thirty (30) days from the invoice date. Payment may also be made by MasterCard or Visa. Seller rejects all additional, different, or modified terms and conditions submitted by Buyer. Seller rejects all additional, different, or modified terms and conditions submitted by Buyer. The Buyer shall pay interest on any unpaid balance at a rate of up to 1 ½ percent per month (or at the highest rate permitted by applicable laws, if lower) from annum on any overdue amount from the payment due date. The Buyer agrees to pay all collection costs, expenses and reasonable attorneys’ fees and court costs for collection of any amount due and unpaid. The Seller may, in its sole discretion, cancel or suspend deliveries of ordered Products if the Buyer fails to pay when due. The Buyer hereby grants to the Seller a purchase money security interest in the Products until the Seller has been fully paid. The Buyer shall assist the Seller in taking the necessary action to perfect and protect the Seller’s security interest.

Shipment, Delivery and Risk:  Unless otherwise agreed upon in writing by the Buyer and the Seller, all Products shall be shipped FOB Seller’s facility (Incoterms 2020, as updated from time to time). All orders shall be shipped via the Seller’s choice of carrier unless otherwise specified by the Buyer. Product delivery shall occur and title and risk of loss or damage in transit, or thereafter, shall pass to the Buyer upon the Seller’s placement of Products with the carrier for shipment to the Buyer. Distributor shipment destination must be within the Distributor’s Territory.  The Seller agrees to use reasonable commercial efforts to deliver Products to the Buyer by the purchase order date but delay of delivery shall not be construed as a breach of the Buyer’s purchase order. The Seller may ship Products in lots, based on the size of orders and the availability of Products. No nonconformity or defect in any lot will constitute a breach of Buyer’s entire purchase order, and any lots whose conformity and condition the Buyer does not dispute shall be paid in full.

Damage in Transit: Upon receipt of delivery, Buyer shall inspect Product for evidence of damage or loss before signing for any shipment and Buyer shall not accept any shipment that has apparent damage until the carrier acknowledges such damage in writing. Buyer shall keep original packing materials and documents until Product has been fully examined. If Buyer is responsible for freight costs or designates or arranges Product shipment with a specific carrier, Buyer is responsible for filing a damage claim with that carrier. For any shipment of which freight is paid by Seller, Buyer shall notify Seller immediately of all damage claims so that Seller can arrange an inspection and file a claim with the carrier.

Errors and Shortages: The Buyer is responsible to open and examine each shipment upon receipt and to notify Seller immediately upon discovery of errors or shortages in the shipment. Seller assumes no responsibility for errors or shortages reported to it later than three (3) business days after receipt of shipment.

Cancellations/Returns:  The Buyer MUST obtain authorization from the Seller prior to returning any Product purchased from the Seller, whatever the reason for the Product return. Requests for a Return Authorization may be made to the Seller’s Customer Service Center or directly to its Quality Assurance Manager and must be accompanied by a clearly detailed explanation for the return. The Seller shall review and attempt to respond to a Request for Return Authorization within seven (7) business days.  The Seller shall issue a Return Authorization Number (“RA #”) for the return.  The RA # must be clearly marked in large characters on shipping cartons or pallets near the shipping address or the return shipment shall be refused by the Seller.  Any returned Product must be shipped to the Seller, freight prepaid at the Buyer’s expense, unless expressly agreed otherwise by the Seller. CERTAIN PRODUCTS ARE NON-RETURNABLE.

Buyer Cancellation for Convenience/Non-Warranty Issue: Products authorized to be returned for any reason other than breach of warranty have a 60-day return period from the invoice date. Some items, including special orders, are non-returnable. Return of Products, for other than Warranty issues, shall result in the Seller issuing to the Buyer full credit, replacement, or refund, at the Seller’s sole discretion. The amount of credit, replacement or refund shall be subject to a minimum 25% restocking fee on all returns. No requests for Return Authorization shall be accepted after sixty (60) days from the invoice date. Discontinued Products may not be returned, regardless of age. All Products must be returned with the RA #, unaltered, in the original, sealed container(s)/packaging, be in good and saleable condition.

Buyer Cancellation for Defect:  In the case of any Product that is alleged to be defective the Buyer must submit a Request for Return Authorization with samples and/or photos demonstrating the alleged defect within seven (7) business days from the date of the Buyer’s receipt of the Product.  See the Warranty below regarding any Buyer claim for defective Product.

Warranty and Disclaimer of Liability:  The Seller applies its warranties on a per product basis. Some Products are sold As-Is. For Products that have a warranty, warranty information is available upon request to the Seller.

LIMITS ON LIABILITY:  IN NO EVENT, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, SHALL THE SELLER BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR COSTS OF COVER ARISING OUT OF THE SELECTION, ORDER, PURCHASE, USE, RESALE OR DISTRIBUTION OF THE PRODUCTS COVERED HEREBY OR ANY OTHER ACTION ARISING IN CONNECTION WITH THE DESIGN, MANUFACTURE, SALE, TRANSPORTATION, INSTALLATION, USE OR REPAIR OF THE PRODUCTS SOLD BY THE SELLER, EVEN IF THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY OR IN FACT KNOWS OF THE POSSIBILITY OF SUCH DAMAGES.  IN PARTICULAR THE SELLER SHALL NOT BE LIABLE FOR LOSS OF PROFITS, SAVINGS OR REVENUE, DAMAGE TO OR LOSS OF ANIMALS, DAMAGE TO REPUTATION, LOSS OF USE OF A PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF ANY SUBSTITUTED GOODS, EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME AND THE CLAIMS OF THIRD PARTIES INCLUDING THE BUYER’S CUSTOMERS.

THE BUYER HEREBY ACKNOWLEDGES AND AGREES THAT THE SELLER’S LIABILITY AND THE BUYER’S EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ARISING IN CONNECTION WITH THIS CONTRACT OR THE SALE OR USE OF THE PRODUCTS IS EXPRESSLY LIMITED TO, IN THE SELLER’S SOLE DISCRETION, REPLACEMENT OR REPAIR OF OR REFUND OF THE PURCHASE PRICE FOR THAT PORTION OF THE PRODUCT WITH RESPECT TO WHICH DAMAGES ARE PROVED. UNDER NO CIRCUMSTANCES WILL THE SELLER’S LIAIBLITY TO THE BUYER AND/OR TO THE BUYER’S CUSTOMER OR ANY THIRD PARTY EXCEED THE INVOICE VALUE OF THE PRODUCT.

Under no circumstances will the Seller have any liability for (1) defects resulting from wear and tear, accidents, or improper use or storage after delivery, (2) Products that are altered after delivery, or (3) any information in the Seller’s catalogs, on the Seller’s or its affiliates website(s) or found in other advertising or informational materials since they are intended only to convey a general idea of the product and do not to form any part of the Contract.

FORCE MAJEURE and SHORTAGES:  The Seller shall not be liable for loss or damage of any kind resulting from any delay in delivery or failure to supply ordered Products or otherwise fulfill its obligations under this Agreement due to causes beyond its control and no such event shall relieve the Buyer of its obligations to make payments for other deliveries under this Agreement. The Seller reserves the right, in its sole discretion and without liability to the Buyer, to reasonably allocate its available production capacity and Product inventories as may be necessary or equitable in the event of any shortage of production capacity or Products at any time.

MISCELLANEOUS:  The Buyer shall comply with all local laws, regulations and ordinances applicable to its business and activities and shall indemnify the Seller for any and all claims, damages, penalties, assessment and liabilities imposed on the Seller relating to or resulting from the Buyer’s failure to comply with such applicable laws, regulations and ordinances.  Any assignment of the Buyer’s rights or obligations hereunder shall be void without the Seller’s prior written consent.  These terms and conditions may be amended or terminated at any time by the Seller.  The Seller reserves the right to modify or discontinue any of its Products at any time.  Nothing in these terms and conditions is intended to benefit any party other than the Buyer and the Seller. The invalidity or unenforceability of any provision, term or condition of this Contract shall not affect the validity and enforceability of the remainder of the provisions, terms or conditions.  Failure by the Seller to exercise or enforce any rights under this Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of such right at any time thereafter.

GOVERNING LAW and JURISDICTION:  This Agreement, and any claims or disputes related to this agreement, shall be governed exclusively by the laws of New Zealand to interpret and enforce all duties and obligations arising from or relating to this Agreement.  Such laws shall exclude conflict of law provisions in the U.N. Convention on Contracts for the International Sale of Goods.  All actions or proceedings under or relating to this Agreement shall be subject to the exclusive jurisdiction of the District Court of New Zealand; provided, however, that in the Seller’s sole discretion such an action may be heard in some other place designated by the Seller if necessary to acquire jurisdiction over third parties so that the dispute can be resolved in one action.  The Buyer hereby agrees to appear in any such action, consents to the jurisdiction of such courts and waives any objections it might have as to venue in any such court.  All actions, regardless of form, arising out of or related to this transaction or the Products sold under this Contract must be brought against the Seller within the applicable statutory period, but in no event more than ONE (1) YEAR after the invoice date.