STANDARD TERMS AND CONDITIONS FOR PRIVATE TESTING
1. DEFINITIONS
1.1 Testing Services We offer a range of diagnostic laboratory tests including biochemistry, haematology, microbiology, immunology and molecular pathology tests (“Services”).
1.2 Patient means any person on whose behalf the Testing Services are provided.
1.3 Price means the price for the Testing Services as set out in the Test Price section of this website.
1.4 Related Parties has the meaning given to that term in section 2(3) of the Companies Act 1993, means any Related Party of the Service Provider that may supply Testing Services pursuant to this service.
1.5 Working Day means a day (other than a Saturday or Sunday or statutory holiday) on which business is conducted in the region in which the Testing Services are provided.
2. TESTING SERVICES
2.1 Supply of Testing Services: Unless lawfully terminated in accordance with clause 4.1 or clause 6, the Service Provider agrees to supply the Testing Services at the Price to the Customer as set out in the Test Price section of this website. Notwithstanding this clause or any other clause of this document the Service Provider is entitled to suspend the provision of Testing Services if the Customer fails to comply with clause 4 (Invoicing and Payment).
2.2 Subcontracting: The Service Provider may subcontract the performance of all or part of the Testing Services to a Related Party.
2.3 Requesting Testing Services: The Customer shall follow the relevant ordering procedures, notified to it from time to time by the Service Provider, when requesting Testing Services.
2.4 Clinical Protocols and Results: The Service Provider will supply Testing Services in accordance with ISO15189 (Medical Laboratories – Requirements for quality and competence). Results of Testing Services for Patients will be provided directly to the Customer, or otherwise in accordance with the Service Provider’s Clinical Protocols.
2.5 Timelines: The Service Provider shall use its best endeavours to provide Testing Services in a timely manner. The Service Provider is not responsible for delays in the supply of the Testing Services beyond its control. Any agreed date for providing Testing Services and the results of Testing Services is an estimate and the Service Provider will not be liable for any failure to provide the Testing Services or results in accordance with such estimate.
2.6 Standard of Testing Services: the Service Provider will, and if applicable will procure that its Related Parties will, perform the Testing Services in a proper and professional manner, and will exercise the degree of skill, diligence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in New Zealand in the same type of undertaking in the same or similar circumstances.
3. INVOICING AND PAYMENT
3.1 Price: The Customer will pay the Price payable in respect of any Testing Services. Prices forTesting Servicesare unless otherwise specified inclusive of GST and other taxes and charges of any kind.
3.2 Invoicing: If a written Agreement stipulates that the Customer is to pay on invoice, the Service Provider, or the Related Party that performs the Testing Services, shall invoice the Customer and the Customer shall pay the invoicing party the amount invoiced by the 20th day of the month following the invoice date. In situations of Patient pays then the Patient must pay the Service Provider (or Related Party) directly, and in full, for the Testing Services. Payment must be made at the time of provision of samples, or otherwise as arranged between the Service Provider (or Related Party) and the Patient. Where a Patient is required to pay for the Testing Services at a time later than the provision of samples and fails to do, the Customer will be liable for any unpaid amount owing by the Patient, and shall pay the amount invoiced to the Service Provider (or Related Party) by the 20th day of the month following failure to pay by the Patient. Where the Customer fails to pay an invoice by its due date, the Service Provider may by written notice and at its sole discretion require any future invoices to be paid sooner than the 20th day of the month following the invoice date. Such sooner date to be determined by the Service Provider in its sole discretion.
3.3 Disputed Invoices: If the Customer in good faith disputes the amount of the invoice submitted by the Service Provider, the Customer or Patient must not withhold payment of the disputed invoice while the dispute is being settled and must pay the disputed invoice in accordance with clause 4.2. Where a disputed invoice is settled in favour of the Customer, the Customer’s sole recourse shall be reimbursement of the disputed amount.
3.4 Payment: All payments made to the Service Provider (or Related Party) shall be made free and clear and without any deductions or set off for any reason. Time shall be of the essence for all payment obligations required to be made to the Service Provider (or a Related Party, as applicable).
3.5 Default interest: Payment of all amounts due in full, and when due, is essential to the Service Provider (or Related Party). In the event of non-payment of any amount to the Service Provider (or Related Party), the Service Provider (or Related Party) reserves the right to charge interest to the Customer on any outstanding amount. If interest is demanded, it shall be paid from the date the payment was due to the date of actual payment at the rate of 15% per annum, calculated daily.
3.6 Costs: The Customer shall pay on demand the Service Provider’s (or Related Party’s) reasonable costs (including debt collection charges and commission and/or solicitors fees) of and incidental to the recovery of any outstanding amount under this Agreement as a liquidated sum.
4. LIMITATION OF LIABILITY
4.1 Under no circumstances and to the maximum extent permitted by the law, shall the Service Provider or its Related Parties be liable to compensate the Customer for any loss, injury, liability, damage, costs or expense, howsoever arising, and whether or not as a result of lack of reasonable care or gross negligence on the part of the Service Provider or Related Party. The Service Provider shall not be liable or responsible for any injury, liability, damage, costs or expense sustained by the Customer or any other person by reason of any delay in the delivery or supply of Testing Services.
4.2 Notwithstanding clause 4.1, in no event shall any liability of the Service Provider or its Related Parties to the Customer, howsoever arising (including directly or indirectly), including for lack of care, exceed the amount actually paid by the Customer in respect of an invoice for the relevant Testing Services.
4.3 Mitigating damage: The Service Provider’s liability for any claim will be reduced to the extent that the Customer contributed to, or failed to mitigate (but only to the extent of such failure to mitigate), the loss or damage arising from the claim.
5. MISCELLANEOUS
5.1 Force Majeure: A party will not be in breach because of any failure due directly to any strikes, lockouts or other labour disputes, weather conditions or events, acts of God or any other cause (whether similar or dissimilar) beyond the reasonable control of that party (Force Majeure Event) and such party’s obligations will be suspended to the extent affected by, and for the duration of, the relevant force majeure event.
5.2 Contractual Privity: For the purposes of subpart 1 of Part 2 of the Contract and Commercial Law Act 2017, the Customer’s agreements, obligations, warranties and undertakings are for the benefit of the Service Provider and its Related Parties and are enforceable at the suit of any of them.
5.3 Contracting out: To the maximum extent permitted by law, the parties agree and acknowledge that: (i) the Testing Services are supplied or acquired in trade and the statutory guarantees and implied terms and conditions contained in the Fair Trading Act 1986 (including sections 9,12A, and 13 of that Act) and the Consumer Guarantees Act 1993 are excluded and do not apply to the obligations of the parties and that it is fair and reasonable that such provisions are contracted out); and (ii) all other warranties, conditions, or other terms implied by law are excluded.
5.4 Subcontracting: The Service Provider may subcontract any part of its obligations without the Customer’s consent, provided that the Service Provider will remain responsible for all acts and omissions of any such Subcontractor.