Onelab Limited ("Onelab") Terms and Conditions

1. Nature of Scope
1.1 These terms and conditions of trade ("Terms") form a contract that applies between Onelab Limited ("us" or "Onelab") and you, the Customer ("you" or "Customer") in respect of supply of Goods sourced by and provided to you by Onelab.
1.2 By completing and returning our Account Application Form you will be deemed to have entered into these Terms. From time to time, Onelab may issue updated or amended Terms including additional terms on its Web Portal . An order of Goods by the Customer after Onelab has issued any updated or amended Terms is deemed to be acceptance of such Terms.
1.3 Onelab and the Customer may agree in writing on special terms and conditions that either vary, or are additional to these Terms, otherwise these Terms will apply to all transactions between Onelab and the Customer.
1.4 You acknowledge that all orders of Goods on terms that provide the Customer shall obtain title in such Goods once payment is made by the Customer are a request by you for the provision of credit from Onelab.

2. Ordering
2.1 The Customer will purchase the Goods and or services ("order") by:
(a) submitting written purchase orders to Onelab on the purchase/sale order form
provided by Onelab to the Customer; or
(b) submitting verbal purchase orders to Onelab (being subject to acceptance by Onelab
in writing and these Terms); or
(c) by ordering Goods online; or
(d) in accordance with the procedures required by Onelab from time to time.
2.2 All orders submitted by the Customer will be subject to acceptance in writing by Onelab (in its absolute discretion) and will not become binding on Onelab until such acceptance. Any variation, waiver or cancellation of any order or any amendment to terms or conditions of the order made by the Customer once an order has been made shall be of no effect unless accepted in writing by Onelab.
2.3 Each order is subject to these Terms except as is otherwise specified by Onelab in the order or separately agreed in writing by Onelab and the Customer.
2.4 Once submitted under clause 2.1, the Customer may not revoke an order for 1 working days and once accepted under clause 2.2, the Customer may not revoke or cancel an order without Onelab's prior written consent, which may be withheld at Onelab's sole discretion. The return of Goods despatched may be subject to a restocking fee.
2.5 The Customer acknowledges and agrees that Onelab is not under any duty to accept purchase orders from the Customer.

3. Price
3.1 The price payable by the Customer for Goods and or services shall be the price posted on Onelab's Web Portal and agreed to by the Customer at the time the order is made through the Web Portal, or otherwise the price quoted or agreed in writing, or in accordance with our standard charges applying at the relevant time.
3.2 The price payable does not include any errors or omissions and the Customer agrees that if Onelab has published an incorrect or erroneous price for a Good, Onelab may either agree with the Customer a corrected price or may cancel the order to which the error or omission related.
3.3 Onelab reserves the right, on giving prior written notice to the Customer, to vary the price of the Goods ordered by the Customer, between the date of the Customer's order and the date of delivery to take account of things such as (but without limitation):
(a) Any increase in labour costs, costs of materials of Goods supplied to Onelab by third
parties, costs of related services (including without limitation, freight or delivery
services, packaging services or insurance): or
(b) Changes in exchange rates.
3.4 The onus is on the Customer to confirm prices for Goods supplied on credit prior to the delivery of the Goods to the Customer.
3.5 All Onelab written quotations will expire twenty (20) working days after they are given, without notice or as per the quotation.
3.6 Where relevant, all freight, insurance, delivery and travel charges will be additional to any price for Goods quoted or advertised by Onelab and will be charged to the Customer.

4. Payment
4.1 Onelab will deliver to the Customer an invoice for the price of delivered Goods and any other incidental charges relating to the sale of the Goods.
4.2 Unless otherwise stipulated in an order that complies with clause 2.1, payment of each invoice shall be made by the Customer in the same currency as the currency recorded on the invoice:
(a) Into such bank account as Onelab notifies the Customer;
(b) Free of any deduction or withholding and with no right of set-off for on or account of any taxes or other duties, currency controls of any other matter;
(c) 20 days following the date of the invoice.
4.3 Notwithstanding any other provision of these Terms, Onelab reserves the right to change payment terms at any time (including, without limitation, requiring payment in advance).
4.4 If the Customer fails to pay an amount due under these Terms, Onelab may charge the Customer:
(a) Interest on that amount from its due date until the date of payment at 3% per annum
above the default interest rate charged by Onelab's bank; and
(b) All legal and other costs, charges and expenses incurred in connection with the
recovery of all outstanding amounts including, without limitation, Onelab's own
solicitor/client costs and costs of any debt collection agency engaged by Onelab;
(c) Onelab's right to require payment of interest and other costs under this clause 4.4
does not affect any other rights or remedies it may have relating to any failure to pay
an amount due under these Terms; and
(d) Without limiting clause 4.5, the Customer’s payment obligation to Onelab in
accordance with these Terms is unconditional and the Customer’s failure to pay any
invoice on the due date shall be an automatic default of these payment terms and
Onelab shall not be required to give the Customer any prior notice of default.
4.5 Without prejudice to any other remedies which Onelab may have:
(a) In the event of failure by the Customer to pay for Goods or other amounts due in
accordance with these Terms; or
(b) If the Customer otherwise fails to comply with these terms; or
(c) If Onelab deems the Customer's credit to be unsatisfactory,
(d) Onelab shall be entitled to cease supply of future goods to the Customer and cancel
any current orders for sale of Goods. Upon such cancellation and without prejudice
to any other remedies which Onelab might have, all credit in favour of the Customer
will cease and all payments outstanding will become immediately due and payable to
Onelab. Onelab may also take possession of such items of Goods and otherwise
exercise in relation to the Goods any of its rights whether those rights are as
owner/security interest holder and/or unpaid seller or otherwise and whether those
rights are conferred by common law, contract, statute or in any other way.
4.6 In accepting any payments from the Customer, Onelab will not be bound by any conditions or qualifications or other terms which the Customer may have attached to those payments.

5. GST
5.1 Onelab's prices referred to in these Terms, Web Portal and in any quotation which may have formed the basis of an order, are exclusive of GST (unless expressly stated otherwise). The Customer shall pay GST on the Goods or services the subject of these Terms, as invoiced by Onelab on the payment terms on that invoice and, if rendered on the same date or on the same invoice as the Goods supplied, at the same time as payment for the Goods to which the GST relates.
5.2 International orders will generally not incur GST unless the international order is undertaken for the purposes of a New Zealand based resident. The Customer making the order agrees to indemnify Onelab for any GST that is determined by the Commissioner of Inland Revenue (New Zealand) to be payable in respect of the order.

6. Delivery
6.1 Delivery is deemed to be made:
(a) When the Customer or the Customer's agent is given possession of the Goods at
Onelab's premises or elsewhere (loading is then at the Customer's risk); or
(b) When the Goods arrive at the Customer's premises (unloading is then at the
Customer's risk),
(c) whichever is the earlier.
6.2 On delivery:
(a) The Goods are at the Customer's sole risk; and
(b) Insurance is the Customer's responsibility.
6.3 Where the Customer requests a particular method of delivery and if Onelab agrees (in writing) then the Customer will cover the cost of delivery by that method from the point of dispatch of the Goods by Onelab and the risk of such delivery shall be borne entirely by the Customer unless otherwise agreed by Onelab and the Customer, in accordance with these Terms.
6.4 Any quotations of delivery times agreed by Onelab are made in good faith but are estimates and not commitments and no delay in delivery will entitle the Customer to refuse to accept delivery, or cancel its order, or otherwise entitle the Customer to any Damages whatsoever.

7. Risk and Loss in Transit
7.1 Risk (including, without limitation, insurance responsibility) of any loss, damage or
deterioration of or to the Goods shall pass to the Customer upon the delivery of Goods to the Customer.
7.2 The Customer acknowledges and agrees that Onelab sources its Goods from third parties and (to the maximum extent permitted by law) Onelab shall not be liable for any claim whatsoever except for Goods lost or damaged in transit.
7.3 Claims made for damage in respect of Goods lost or damaged in transit must be made against Onelab in the following manner:
(a) Prior to accepting the Goods and acknowledging delivery the Customer must ensure
that the complete consignment as per the delivery note has been received;
(b) In the case of damage, the delivery note must be endorsed by the Customer setting
out in full the reasons for non-acceptance of the Goods;
(c) In any case where the defect or damage is not reasonably able to be ascertained upon delivery, the Customer must notify Onelab within 48 hours of delivery of the full
particulars of the defect and the Customer must return the Goods (if requested by
Onelab) at Onelab's cost. The original packaging must be retained and made available
for Onelab's assessment purposes.
7.4 In the event that Onelab accepts such a claim it may, at its option, replace the Goods or credit the Customer's account or pay an amount equivalent to the established claim in full settlement of the dispute.
7.5 In the event Onelab does not accept such a claim, the parties shall resolve any dispute in accordance with these Terms.
7.6 Risk shall pass back from the Customer to Onelab only if Onelab repossesses the Goods. Risk shall not pass back from the Customer to Onelab where the Customer's Goods are in Onelab's care for technical servicing by Onelab.

8. Returns, credit, cancellation
8.1 The Customer acknowledges and agrees that Onelab is not under any duty to accept orders from the Customer and may cancel any arrangement with the Customer at any time.
8.2 Onelab may cancel any order accepted by Onelab if the Customer:
(a) Fails to make any payment as provided in these Terms or under the payment terms
set forth in any invoice or fails to pay as may otherwise be agreed by Onelab and the
Customer;
(b) Fails to meet reasonable credit or financial requirements established by Onelab,
including any limitations on allowable credit; or
(c) Otherwise fails to comply with these Terms or any other agreement with Onelab; or
(d) Onelab has reasonable grounds to doubt the Customer's solvency or ability to pay and the Customer does not make arrangements satisfactory to Onelab to allow
restoration of credit; and
(e) Any such cancellation, refusal or delay by Onelab does not constitute a termination of any agreement with the Customer (unless Onelab so advises the Customer) and does
not constitute a breach of any such agreement or these Terms by Onelab.
8.3 Upon the written request of the Customer made no later than within 48 hours of the
Customer's receipt of the Goods, Onelab may, in its sole discretion (and in the interests of its Customer satisfaction), accept a return of Goods where the Goods remain undamaged and unopened. Such return of Goods (for example, special orders or ex-stock lines) will attract a restocking fee, chargeable to the Customer. Onelab may decline the return of any Indent Stock.
8.4 All return of Goods to Onelab for whatever reasons, require a Returned Goods Authority ("RGA") number, which may be obtained by contacting Onelab. Onelab will then provide you with return instructions. The returning Goods must be securely packed and must include the original packaging (without additional stickers, labels or writing on the Goods packaging).
8.5 For return of Goods matters, contact our Onelab Customer Services Team on telephone +64 09 414 5599 or by email onelab@onelab.co.nz .

9. Retention of Title and Intellectual Property Rights
9.1 Notwithstanding any other provision of these Terms, title in the Goods does not pass from Onelab until:
(a) Onelab has received full payment in cleared funds for the Goods (together with an
amount of GST, any accrued interest and any other amounts due in respect of the
Goods); or
(b) The Customer's earlier resale of those Goods under clause 9.3.
Until title passes from Onelab:
(a) Ownership of the Goods remains with Onelab;
(b) The Customer holds the Goods as bailee for Onelab; and
9.2 While title remains with Onelab, the Customer must store the Goods separately from any other goods and not commingle, admix the Goods with other goods or otherwise add to or alter the Goods in any way.
9.3 If Goods which have not been paid for in full (together with an amount for GST, any accrued interest and any other amounts due in respect of those Goods) ("Onelab Goods"), are sold by the Customer, the Customer must:
(a) Hold from the proceeds of any sale of Onelab Goods an amount equal to the payment due to Onelab for those Goods in a separate identifiable account as the beneficial property of Onelab; and
(b) Pay such amounts to Onelab upon request.
9.4 If the Customer fails to pay any amount of the Customer's total indebtedness to Onelab under these Terms when it is due to Onelab or is otherwise in breach of these Terms, then Onelab and/or any of Onelab's Personnel may, without notice and without prejudice to any of Onelab's other rights and remedies, recover and/or re-sell Onelab Goods that have been delivered to the Customer and the Customer agrees Onelab may enter upon the Customer's premises for that purpose.
9.5 Onelab retains all Intellectual Property rights relating to the Goods and its services provided to the Customer but allows use of those rights for the purpose of resale of Goods only.

10. Security – Personal Property Securities Act 1999 ("PPSA")
10.1 The Customer grants to Onelab a specific security interest in the Goods and the proceeds of the Goods and the Customer securing the purchase money for the Goods. The Customer will, if Onelab requests, sign any documents (including any new agreements), provide all necessary information and do anything else required by Onelab to ensure that Onelab's security interest is a perfected security interest.
10.2 The Customer will not enter into any security agreement that permits any other person to register any security interest in respect of the Goods or the proceeds.
10.3 If the Goods are for the Customer's business use or still held by the Customer pending any on sale to its customers, the Customer agrees with Onelab's that:
(a) The Customer contracts out its rights under sections 107(2)(c) to (i) of the PPSA; and
(b) Nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms.
10.4 You and we agree that section 109(1) of the PPSA is contracted out of in respect of particular Goods if and only for as long as we are not the secured party with priority over all other secured parties in respect of those Goods.
10.5 The Customer waives its right under the PPSA to receive a copy of any verification statement or financing change statement.
10.6 The Customer agrees that where Onelab has rights in addition to those in Part 9 of the PPSA, those rights will continue to apply.
10.7 For the purpose of this clause:
(a) "PPSA" means the Personal Property Securities Act 1999; and
(b) The expressions "personal property", "purchase money security interest", "security
agreement", "security interest", "perfected security interest", "verification statement'
and "financing change statement" have the meanings given to them under, or in the
context of the PPSA.

11. Limitation of Liability
11.1 The Customer acknowledges that it acquires the Goods for its own business use or supplies them to other persons for business use and all guarantees and remedies in the Consumer Guarantees Act 1993 are excluded. The Customer further agrees that the conditions, warranties and guarantees set out in the Contract and Commercial Law Act 2017 or implied by the common law will not apply and are expressly excluded from these Terms.
11.2 The Customer acknowledges that it must rely upon its own judgment as to the nature, quality and condition of the Goods supplied by Onelab and as to their sufficiency for any use or purpose and the Customer acknowledges that Onelab is under no duty to ascertain the suitability of the Goods for any purpose whatsoever and that no such representation has been made by Onelab.
11.3 Except for any express written warranty in these Terms or otherwise provided to the
Customer, Onelab provides no other warranty, expressed or implied, including any implied warranty of merchantability or fitness for purpose or otherwise and any warranties expressed or implied by law or statute, in respect of the Goods whether in respect of quality, fitness for intended purposes or otherwise, are excluded to the extent that such law or statutes permits exclusion.
11.4 Subject to clause 7 of these Terms, the parties acknowledge and agree that in no event will Onelab or its officers, principals, employees, contractors or agents have any liability to the Customer arising out of or connection with these Terms or the use or performance of any Goods and without limiting the foregoing, the parties agree that Onelab shall not in any case whatsoever be liable for:
(a) Any special, incidental, indirect, punitive or consequential Damages, loss of profit,
revenue, goodwill, use or the cost of procuring substitute goods;
(b) Damages exceeding in the aggregate, the value of the payments actually received by
Onelab from the Customer under these terms in the preceding 12 months; or
(c) Damages in respect of any claim made:
(i) More than six months from the date the Customer becomes aware of the
circumstances leading to that claim; or
(ii) More than 12 months after the relevant cause of action arises.

12. Indemnity
12.1 The Customer indemnifies Onelab from and against all Damages should Onelab or its directors, principals, employees, contractors or agents sustains or incurs (directly or indirectly) arising out of or resulting from:
(a) Any breach of these Terms by the Customer;
(b) Any contravention of applicable laws or regulations by the Customer;
(c) Any claim by any third party arising from any act or omission of the Customer in
connection with these Terms (whether negligent or not), including misrepresentations, warranty or agreement made by the Customer with respect of Onelab or any personnel of Onelab;
(d) Without limiting subclause (b), any negligent, wilful, reckless or unlawful act or
omission of, or any intentional misconduct by the Customer in connection with these
Terms; or
(e) Any claim by the Customer, to the extent that such claim is beyond the scope of
Onelab's liability to the Customer under these Terms.

13. Dispute Resolution
13.1 Either party may give the other party notice of any dispute arising in respect of, or in connection with, these Terms ("Dispute").
13.2 In the event of a notice being given pursuant to clause 13.1 above, then the parties must:
(a) Discuss the Dispute and make a genuine effort to resolve the Dispute;
(b) If no resolution of the Dispute has occurred within ten (10) working days from the
date of the giving of the notice in accordance with clause 13.1 above, either party may
pursue their remedies as they see fit.
13.3 Nothing in this clause shall prevent a party making application to a Court for an injunction or other interlocutory relief.

14. Force Majeure
14.1 Neither Onelab nor the Customer shall be liable to the other for any breach or failure to perform any of its obligations under these Terms where such breach or failure is occasioned by any cause or causes beyond the reasonable control of that party including (but without limiting the generality of the foregoing) civil commotion, hostilities, strikes or lockouts, epidemic or pandemic, acts of God (including severe weather events) and if either part is likely to be affected by any such event it shall immediately notify the other party of the occurrence or likely occurrence of the anticipated events and to use all reasonable endeavours to overcome or mitigate the effects thereof.

15. Privacy and Commercial Information
15.1 The Customer acknowledges it has read, received, agreed to and understood Onelab's privacy policy and terms of website use at www.onelab.co.nz
15.2 From time to time Onelab would like to send you information about Goods, services or other topical commercial informational, promotional or marketing material that relate to Onelab or its affiliates and third parties that it considers that the Customer may be interested in. The Customer consents to Onelab forwarding such information to the Customer by email. Should the Customer wish to cease receiving this information it may unsubscribe from it at any time using the process set out in the emails that the Customer will receive in respect of this information.

16. General
16.1 To be effective, any waiver of any or all of the terms and conditions in any agreement the Customer has with Onelab must be in writing.
16.2 The Customer may not assign all or any of its rights or obligations under these Terms.
16.3 Onelab is not bound, unless otherwise stated in these Terms, by any error or omission on any invoice, order form or other document or statement issued by Onelab.
16.4 Where Onelab has rights and remedies at law or otherwise in addition to the rights set out in these Terms, those rights and remedies will continue to apply.
16.5 Failure by Onelab to enforce any of the Terms shall not be deemed to be a waiver of any of the rights or obligations Onelab has under these Terms.
16.6 If any of these Terms or part thereof are held to be invalid, illegal, unenforceable or void for any reason or reasons, all of the remaining Terms (or part thereof) shall remain in full force and effect.
16.7 These Terms are governed by the law of New Zealand and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New Zealand.

17. Definitions
17.1 In interpreting these Terms:
(a) "Damages" means all liabilities, expenses, losses, damages and costs (including legal
costs on a full indemnity basis) whether incurred by or awarded against a party)
including those associated with any third party claim, and whether arising under
contract, tort (including negligence) or otherwise.
(b) "Goods" means all product supplied by Onelab to a Customer for value.
(c) "GST" means Goods and Services Tax payable in accordance with the Goods and
Services Tax Act 1986.
(d) "Indent Stock" means any Goods procured, ordered, imported, brought in or
manufactured at the specific request of the Customer.
(e) "Intellectual Property" means and includes (whether invisible, electronic or any other
form) all brands, contracts, goodwill, logos, formulae, techniques, know-how,
specifications, designs, drawings, copyright, manufacturing processes, patents and
trademarks (if any) whether registered or not, software (and source and object code),
business strategies, confidential business information including market and marketing
strategies, business contracts, and all other intellectual property relating to the
business of all goods or services provided by Onelab.
(f) "Personnel" means employees, agents, contractors, shareholders, principals, officers
or directors that provides services to Onelab.
(g) "Web Portal" means the website operated by Onelab at www.onelab.co.nz and in
particular any Web Portal on which Customers make orders for Goods at
www.onelab.co.nz
(h) "working day" means any day not being a Saturday or Sunday or statutory holiday in
Auckland, New Zealand.