Terms and Conditions
These General Terms and Conditions of Sale and Supply apply to all users of the Ostralos website (the Site) and purchasers of goods from Ostralos (Buyer/Customer), whether ordered on the Site or by any other method. By viewing and using the Site and/or purchasing from Ostralos Ltd (Ostralos) you will be deemed to agree to the following terms and conditions of use and the Privacy Statement without qualification.
1. COPYRIGHT AND LIMITED REPRODUCTION NOTICES: The contents of the Site are the copyright of Ostralos Limited or suppliers to it. No part of the Site may be distributed or copied for any commercial purpose and you are not permitted to incorporate the material or any part of it in any other work or publication (whether in hard copy, electronic or any other form) without the prior written consent of Ostralos. No part of the Site may be reproduced, transmitted or stored.
2. ADVERTISERS: Any dealing with any advertiser appearing on the Site are solely between you and the advertiser. Ostralos is not responsible or liable for any part of any such dealings or promotions.
3. REGISTRATION: To become a registered user, you must complete the registration process by providing Ostralos with current, complete and accurate information as prompted by the registration form. Ostralos reserves the right to reject any application for registration.
4. DISCLAIMER: The Site makes certain information and material available to you as a service, either through Ostralos, its suppliers or otherwise. Use of the information contained on the Site is at your own risk and Ostralos is not responsible for any adverse consequences arising out of such use. The material provided on the Site has not been prepared by taking into account the particular objectives, situation or needs of any individual users. Ostralos reserves the right to change the information on the Site at any time.
5. LIMITATION OF LIABILITY AND INDEMNITY: Although reasonable care has been taken to ensure the facts stated in the Site are accurate and the opinions given are fair and reasonable, Ostralos does not give any warranty of accuracy, reliability or fitness for any purpose of the information contained on the Site to you or any other person. To the fullest extent permitted by law, Ostralos excludes all responsibility and liability in relation to the Site and Ostralos will not be responsible for errors or misstatements or be liable, whether in contract, tort (including negligence) or otherwise, for any loss or damage however caused (including direct, indirect, consequential, special, or loss of profits). You will take all necessary action to defend and indemnify Ostralos, its officers and employees against all costs, expenses and damages incurred in connection with any claim brought by a third party agains Ostralos arising from a breach by you of any of these terms and conditions, the Registered Users' Specific Terms and Conditions or the Privacy Statement.
6. AMENDMENTS: Ostralos reserves the right to change these terms and conditions of use, the Registered Users' Specific Terms and Conditions and the Privacy Statement (Amendments) at any time by notifying users of the existence of the Amendments through the Site. By continuing to access the Site, you agree to be bound by the Amendmants.
7. NO REPRESENTATIONS: The availability of information on the Site does not constitue a recommendation by Ostralos or any other person into any transaction. Nor is Ostralos to be treated as an issuer or promoter or as offering securities to any person. If you enter into any transaction subsequent to accessing the Site, you do so entirely in reliance on your own judement and inquiries and not in reliance on any statements, warranties or representaions (other than the warranties set out in such agreement) made to you or to any other person by or on behalf of Ostralos. You release Ostralos from all claims arising from any statement or representation made on the Site. Accordingly all expressed or implied warranties are representations and are excluded.
8. PAYMENT: a. Prices for Products, tax, shipment, insurance and installation will be as shown on Your invoice. Changes to exchange rates, duties, insurance, freight and purchase costs (including for components) may cause Ostralos to adjust prices accordingly. b. Payment shall be made before supply, except for previously made agreements for purchases on a 20th of the month business account (i.e. via invoice). Any queries due to perceived discrepancies on the invoice must be made within 14 days of date of invoice to ensure eligibility of credit. c. Credit card payments are accepted at time of order without a fee. When paying an invoice by credit card after the day of issue a credit card transaction fee of 2% will apply. Account payments are recommended to be made by direct credit/bank transfer.
9. PRICING AND SHIPMENT: The prices stated may be changed by Ostralos subject to the contract at any time without prior notification. Unless expressly stated otherwise, these prices are net in New Zealand currency, exclusive of goods and services tax ("GST") and delivered to the Customer's premises under normal freight conditions at which time title transfers to the Customer. Time of shipment is not of the essence (this means that an agreed shipment time is not a deadline, unless expressly agreed to by Ostralos in writing). The Customer has duty to take possession of the purchased products and or services at the moment when they are made available to the Customer. Ostralos reserves the right, in the event of doubt about the creditworthiness of the Customer or for whatever other commercial reason, to require security to be provided for any or all deliveries, or if the required security is not provided to Ostralos's satisfaction to suspend or refuse deliveries.
10. LIABILITY/COMPLAINTS/ACCEPTANCE: The Customer is not permitted to alter the products and or services supplied wholly or in part or to give or to affix on the products and or services another brand name or packaging without the express written permission of Ostralos. Statements by or on behalf of Ostralos realating to quality, composition, handling/treatment in the broadest sense, application possibilities and properties of products and services only apply as guarantees if they have been made in writing and expressly in the form of a guarantee. The Customer has a duty to inspect the products and the packaging upon arrival. The Customer must bring defects in the products and packaging that are apparent to the attention of Ostralos no later than 14 days after receipt of the products. Defects that are not found to exist until later upon use or consumption by the Customer or by third parties must be brought to the attention of Ostralos no later than 14 days after discovery of such defect. Ostralos's liability lapses if the Customer does not comply with these stipulations. The Customer has a duty to take all reasonable measures in order to limit the loss or damage. In particular the Customer will follow Ostralos's direction in relation to the products and packaging. Ostralos is not liable for loss or damage resulting from delay, or loss or damage on account of late shipment except in the case of wilful misconduct or gross negligence. In the event of an alleged breach of this contract, Ostralos is limited at all times solely to pay compensation equal to the maximum net invoice value of the product that are the subject matter of the alleged breach. All conditions, warranties, descriptions, representations, conditions as to fitness or suitability for any purpose, tolerance to any conditions, merchantability or otherwise (whether of a like nature or not) and whether express or implied by law, trade custom or otherwise which are not expressly included in writing in this contract are expressly excluded to the extent permitted by law. Notwithstanding, nothing in this contract is intended to have effect of contracting out of the provisions of the Consumers Guarantees Act 1993 except to the extent permitted by the Act, and all provision of this contract shall be read as modified to the extent necessary to give effect to that intention. The Customer will indemnify Ostralos against any claims of third parties for which Ostralos is not expressly liable pursuant to this contract.
11. DELIVERY AND RETURNED PRODUCT: The delivery period in the Order Confirmation is approximate. The place of delivery is stated in the Order Confirmation. Title to the Products will pass to the Buyer when full payment has been received by Ostralos. No return of product will be accepted without prior authorisation. Exchanges on a value basis of products for like products may be approved at Ostralos discretion, provided at least 12 months is remaining until the exchanged products expiry date. A Returned Goods Authority (RGA) must be completed by the Customer, approval granted by Ostralos and an RGA number issued by your Customer Service Representative prior to return of product. Ostralos reserves the right not to accept for return and/or credit any product of which the quality may have been compromised. Applications for RGA's must be made within 14 days of product delivery to be eligible for credit. The RGA number must accompany each item returned for credit. Any product returned to Ostralos without an RGA number will not be accepted. Ostralos reserves the right to charge the Customer a restocking fee for any product accepted for return. Products may not be accepted for credit if they: a. are retuned in packaging that is opened, damaged, written upon or otherwise marked or are in an un-saleable condition. b. are returned more than 7 days after the RGA number is issued by Ostralos. Defective product - If product is believed to be defective, they should be isolated and the Quality Assurance Department of Ostralos contacted to authorise return. This department will advise if a sample from the batch concerned is required to be evaluated. This includes used or contaminated product.
12. WARRANTY: Unless otherwise agreed, Ostralos guarantees that the Products will be free from defects for (12) months from delivery, or until the expiration of any stated use-by date, provided all protocols are followed as per the manufacturers instructions. This applies for all products supplied by Ostralos without a stipulated manufacturers warranty. The manufacturers warranty of Southern Implants products is up to 25 years, as according to the Implant Warranty Policy. Should the Products be defective within the period, Ostralos will, at its option and cost, replace the Products with reasonable expedience. The Ostralos warranty is given in place of all implied warranties and any implied warranties are excluded to the fullest permitted extent. Ostralos's limited warranty does not give a warrranty protection for damage caused by (i). incorrect storage, installation, use, modifications or repair by any unauthorised third party or Yourself; (ii). any party (except Ostralos) or other external force; or (iii). any instruction given by You and correctly performed by Ostralos. You must provide Ostralos with all reasonable information, co-operation, facilities and access to enable Ostralos to perform its duties. If You fail to do so Ostralos shall not be obliged to perform any service assistance. You are responsible for back up and confidentiality of all data related to the Products and for all of your legal and regulatory requirements related to the Products.
13. TERMINATION OF THE CONTRACT: Ostralos's claims agains the Customer are due and payable immediately in the following cases: a. if the customer is declared bankrupt, his company is liquidated or if a moratorium has been applied for or granted; b. if, after the contract has been entered into, Ostralos becomes aware of circumstances, which give Ostralos good grounds to fear that the Consumer cannot fulfil his obligations; c. if Ostralos has asked the Customer upon entering into the contract to pay in advance or to provide security for the fulfilment of his obligation to pay and this payment is not made or the security is insufficient. Ostralos is entitled in such cases to suspend further performance of the contract, or to terminate the contract, all such without prejudice to Ostralos's right to claim compensation. This license agreement is effective until terminated. This agreement shall automatically terminate upon failure by You to comply with its terms.
14. APPLICABLE LAW: These terms and conditions and all orders or contracts to which Ostralos and Customers are party and their performance shall be controlled and governed by the laws of New Zealand, and the Customer hereby submits to the exclusive jurisdiction of the courts of New Zealand for puposes of resolving any dispute arising or relating to these terms and conditions and any orders or contracts to which Ostralos and Customer are party.
15. CORRUPT PRACTICES: The customer acknowledges and warrants that the customer, its shareholders, agents, officers and any employees are prohibited from making or authorising payment of either money or anything of value, directly or indirectly, to any government official, political parties or political candidates for the purpose to win or retain business or influence any act or decision of such officials pertaining to Ostralos's products and/or services.
16. EFFECTIVE DATE: These General Terms and Conditions of Sale and Supply are effective from 19th March 2008, and are subject to change by Ostralos without further notice.