| 1. General |
| a)"RECELL " means RECELL Ltd. |
| b) "Purchaser" means the company or entity purchasing the products from RECELL Ltd |
| c)"Products" means the products and/or services supplied by RECELL Ltd. |
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| 2. Prices and Order |
| a) RECELL will use its best endeavors to keep its purchasers informed of the current prices. But prices may be altered without prior notice. |
| b) The purchase price for the products is as per RECELL quoted price. |
| All purchase orders must clearly state the following: Date, Purchaser Name, Invoice Address, Delivery Address, Order Number, Contact Name & Telephone Number, Product Description, and Quantity. |
| c) RECELL reserves the rights to disapprove orders generated with unacceptable prices, in condition of network errors, hacking, supplier mistakes and code errors. |
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| 3. Payment and Credit |
| a) Unless RECELL has agreed to extend credit to purchaser, payment is to be made at the time of ordering. Payment by any type of bank transfer will not be considered payment until the payment has been fully cleared into RECELL bank account. |
| b) Credit limits are established by RECELL and confirmed in writing. RECELL Ltd reserves the right at all times without notice and at its sole discretion to: refuse to grant credit; discontinue credit; require fresh application/personal guarantee(s) to be submitted; charge interest and all debt collection costs on any balance remaining outstanding after the due date. |
| c) For those approved purchasers who qualify for the extension of credit, our terms are net 20th from date of invoice. |
| d) Purchaser indemnify RECELL against all costs, expenses, damages or claims arising in any way where purchaser have failed to comply with any one of these terms, as modified from time to time. |
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| 4. Freight and Insurance |
| a) Purchasers are responsible for insurance and risk in the products from the time the goods are accepted by the carrier. |
| b) Where goods appear to be damaged or missing, purchaser must contact the carrier and RECELL. |
| c) All claims for shortage during delivery must to the carrier within 7 days of the date of delivery. |
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| 5. Property |
| a) Property and ownership in all products will remain with RECELL until full payment received from purchasers. |
| b) RECELL does not authorize any purchaser to use RECELL or the manufacturer's trademarks names or associated materials. |
| c) The purchaser will not disclose or permit the disclosure of any information concerning the Products or RECELL business affairs, and acknowledges that these are trade secrets and are commercially sensitive. |
| d) Purchaser will undertake to advise RECELL immediately when it becomes aware of any unauthorized use or attempted use by any person of the trade marks or other intellectual property rights of RECELL. |
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| 6. Warranty |
| a) RECELL reserves the right to withhold or refuse warranty service whilst the purchaser's credit account is in arrears. |
| b) All products purchased from RECELL are covered by the manufacturer's warranty. Please refer to published price list for warranty details and the specified repair period for each product. |
| c) RECELL will provide warranty service only in respect to products that were supplied by RECELL. |
| d) No warranty is expressed or implied as to the quality or fitness of the products for any particular purpose or otherwise. |
| e) RECELL will not be liable for any loss, damage or injury to the purchase or to any other person or to the property of the purchaser or any other person arising out of the use or possession of the Products. |
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| 7. Product Returns |
| a) No product will be accepted for return without obtaining prior written authorization from RECELL. Freight, handling and insurance charges will be to the purchaser's account. |
| b) RECELL may, but is not obliged to, accept the return of any product that was ordered and correctly supplied. |
| c) If product was delivered incorrectly or with defects or damage, the purchaser must notify RECELL in writing within three days of receipt of the product. The notification must quote the relevant invoice number and must include all the necessary details of the incorrect delivery, defect or damage. If purchaser fails to notify RECELL, the purchaser shall be deemed to have received the product in good order and condition and that the same had been delivered in accordance with the purchaser's order. |
| d) The purchaser will be required to pay to RECELL, or RECELL will deduct from any refund, a handling charge of 20% of the full purchase price (GST inclusive) of the product approved for return to RECELL. |
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| 8. Variation |
| RECELL reserves the right to modify and vary these terms and conditions at any time. |
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| 9. Non Waiver |
| If RECELL fails to enforce any terms or to exercise its rights under these terms and conditions at any time, RECELL has not waived those rights. |
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| 10. Limitation of Liability |
| a) RECELL' liability to purchaser shall be limited to the value of any products or service supplied. |
| b) RECELL will not be liable for any losses of any kind or any delay in performing obligations caused by any natural disaster, floor or earthquake, strike, lockout, fire, war, civil commotion, network service failure, inability to obtain products or supplies including the imposition of any export or import bans, or any other cause beyond its reasonable control. |
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| 11. Compliance with Applicable New Zealand Laws |
| These terms and conditions are governed by the New Zealand and any dispute under them shall be subject to the jurisdiction of the Courts of New Zealand. |
