TERMS AND CONDITIONS FOR SALE OF PRODUCTS BY SCHERING-PLOUGH ANIMAL HEALTH LIMITED TRADING AS SURE PETCARE NZ

1.               DEFINITIONS AND APPLICATION

1.1            In these Terms and Conditions of Sale (these “Conditions”): “Sure Petcare” or “we” or “ us” means Schering-Plough Animal Health Limited, a wholly owned subsidiary of Merck & Co, Inc., known as MSD outside the USA and Canada and a company incorporated in New Zealand (registration number NZCN 7232) with its registered address at 33 Whakatiki Street, Upper Hutt, 5018, New Zealand ; “ you” means the person purchasing products or materials (the “Products”) from Sure Petcare; each of Sure Petcare and you shall be a “ Party”, and together they shall be the “ Parties” to this agreement between you and Sure Petcare for the purchase of the Products (the “ Contract”).

1.2            These Conditions apply to all purchases of Products, including orders placed through websites operated by Sure Petcare (“Website).

2.               PRIVACY

2.1            Sure Petcare takes the protection of your personal information seriously. When making orders through the Website you may be asked to provide your personal information (such as name, contact details and payment details). Please refer to the privacy policy on the Website on how we handle your personal information.

3.               CUSTOMER QUERIES/COMPLAINTS

3.1            We will provide the Product(s) in compliance with this Contract. Should you wish to contact us with a query or a complaint regarding the purchase of any Product(s) from the Website, please email us using the email address provided in the contact information section at the bottom of these terms.

4.               PURCHASING PRODUCTS AND PAYMENT

4.1            When placing an order through the Website follow the onscreen prompts to place an order. Each order is an offer by you to buy the Product(s) specified in the order.

4.2            You shall pay the Product(s) prices as indicated in your order. We may engage a third-party payment services provider to process your payment that shall store your payment details and process payments on our behalf.

4.3            The Website order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

4.4            After you place an order through the Website, you will receive an email from us, acknowledging that we have received your order. Please note that this does not mean that your order has been accepted.

4.5            You will receive an email from us confirming dispatch of your order. Your offer to buy the goods specified in the order (as under Condition 4.1) is only accepted by us once we have emailed you to confirm dispatch of your order. Product items not included within the dispatch email confirmation are not included in the order and therefore are not deemed to be included in any contract between Sure Petcare and you.

4.6            Sure Petcare reserves the right to delay or refuse orders for reasons including where a transaction contains (i) incomplete details, (ii) details that cannot be verified, or (iii) fraud is suspected. If we are unable to reasonably ascertain these details or resolve issues that would prevent Sure Petcare from completing an order, a full refund will be made against the method of payment used at the time of purchase. No other form of refund or credit will be offered nor will a refund be made to any third party card or account.

4.7            Title in any Product(s) ordered does not pass to you until we have received and processed a valid payment and that payment has been made into our own bank account and your order has been shipped.

5.               PRODUCT PRICES

5.1            Prices for Products may change from time to time and Sure Petcare reserves the right to alter pricing of Products without notice. You will be charged the price for the Product(s) as quoted on the Website at the time you submit your order.

5.2            Sure Petcare takes all reasonable care to ensure that prices of Products are correct at the time when the relevant information is entered onto the Website. However, please see Condition 5.4 for what happens if we discover an error in the price of the Product(s) you ordered.

5.3            The price of Product(s) includes GST (where applicable) at the applicable current rate chargeable in Australia from time to time. However, if the rate of GST changes between the date of your order and date of delivery, we will adjust the GST you pay, unless you have already paid for the Products in full before the change in GST takes effect.

5.4            Sure Petcare sells a large number of Products through the Website. It is always possible that, despite our reasonable efforts, some of the Products on our Website may be incorrectly priced and we reserve the right to cancel orders in these circumstances. We will normally check prices as part of our dispatch procedures so that:

(a)         (a) where the Product’s correct price is less than the price stated on the Website, then we will charge the lower amount when dispatching the Product(s) to you, unless we fail to identify the discrepancy until after the Product(s) have been dispatched, in which case we will refund you the difference; and

(b)         (b) if the Product’s price is higher than the price stated on the Website we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing, but if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as mispricing, we reserve the right to cancel supply of the Product(s) and refund you any sums you have paid.

6.               DELIVERY

6.1            Unless otherwise stated, the price of the order includes delivery charges.

6.2            All orders received by us are shipped subject to availability. We reserve the right to ship Products at a later date (up to 28 days after the purchase) where the Product ordered is not in stock at the time of purchase. In this situation you will be contacted and offered a full refund instead of delivery of the Product(s).

6.3            Our ability to fulfil orders is subject to any force majeure events under Condition 11. If such disruption occurs you will be offered an alternative delivery date or refund.

6.4            If you are ordering Product(s) from outside the United Kingdom, the recipient of the Product(s) is responsible for all custom duties or tariffs incurred in the country to which the Products are shipped. Furthermore your order may be subject to delay or be opened and searched by local customs authorities when entering the destination country. Sure Petcare is unable to provide specific advice on customs duties or tariffs.

7.               RETURNS

7.1            You change your mind:, if you are unhappy with a Product that you have purchased from this Website, you have the ability to return the relevant Product(s) as long as it is not damaged and is in a resalable condition. Contact customer service NZ - 0800 787 335. You should return the Products within 30 days of the date of purchase,. We will then issue a full refund for the price you paid for it.

7.2            We reserve the right to send back Products to you that have been returned to us after 30 days or as otherwise notified to you in our returns policy, unless they are defective.

7.3            If you are unhappy with a Product that you have purchased from another sales outlet and wish to return the Product, please contact the company from which you purchased the Product(s) to enquire about returning to the relevant Product(s) to them directly. We can only accept the return of Products purchased via other sales outlets if they are defective.

7.4            Faulty Products: if your product has developed a fault, we will aim to diagnose the problem and supply you with a suitable solution or replacement in accordance with your consumer rights under the Consumer Guarantees Act (CGA). Please contact customer service by email: enquiries@surepetcare.co.nz

8.               ENDING THIS CONTRACT

8.1            You may end this Contract with us in situations provided under applicable law, including:

(a)         (a) if the Product(s) you have purchased are faulty or not described accurately;

(b)         (b) in the event of late delivery (subject to Condition 6);

(c)         (c) where we fail to comply with this Contract; or

(d)         (d) where you have changed your mind about a Product (subject to Condition 7),

8.2            although your rights when you end this Contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end this Contract.

8.3            We may end this Contract with you, where:

(a)         (a) you do not make a payment to us when it is due;

(b)         (b) you do not, within a reasonable time of us asking for it, provide us with information that is required for us to provide the Product(s) (e.g., any relevant contact or payment information);

(c)         (c) you do not, within a reasonable time, allow the Product(s) to be delivered to you;

(d)         (d) you fail to comply with this Contract; or

(e)         (e) in any other circumstance provided under applicable law.

9.               INTELLECTUAL PROPERTY RIGHTS

9.1            You acknowledge and agree that any and all of Sure Petcare’s intellectual property rights in and to the Products are the sole and exclusive property of Sure Petcare or its licensors, and you shall not acquire any ownership interest in Sure Petcare’s intellectual property rights under this Contract.

9.2            You may use Sure Petcare’s intellectual property rights in and to the Products solely for the purpose of using the Products and only in accordance with this Contract and the instructions of Sure Petcare.

10.            LIABILITY AND INDEMNITY

10.1         Nothing in this Contract will limit or exclude Sure Petcare’s liability to you where it would be unlawful to do so.

10.2         Subject to Condition 10.1, Sure Petcare will not be responsible for:

(a)         (a) any loss you suffer as a result of (i) any installation or use of Products that is not in compliance with any relevant manuals, or relevant building codes, or (ii) damage or inconvenience caused arising out of unwanted animals gaining access to your property through operation of any Product(s); and

(b)         (b) any loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure, or any indirect or consequential losses that were not foreseeable to both you and Sure Petcare when you entered into this Contract with us. Loss is foreseeable if either it is obvious that it will happen or if, at the time this Contract was made, both you and us knew it might happen.

10.3         Except as stated in this Condition, in the event that Sure Petcare does not comply with this Contract, it will be responsible for loss that you suffer and the total aggregate liability of Sure Petcare to you arising out of, or in connection with this Contract for any and all claims, whether in contract, outside contract (including negligence) or otherwise, shall in no circumstances exceed the greater of the charges paid by you under this Contract and NZ$100.

10.4         EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS CONTRACT, SURE PETCARE MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

11.            FORCE MAJEURE

11.1         Sure Petcare shall not be liable for any failure to observe, or breach of, any of the terms hereof by reason of acts of God, war, riots, acts of terrorism, civil commotions, strikes, lock-outs, trade disputes, fires, breakdowns, interruptions of transport, Government action, disease, pandemic or epidemic, delay in delivery by Sure Petcare’s suppliers, or any other cause whatsoever beyond its reasonable control. In such circumstances, except where the Products are in transit, either Sure Petcare or you may terminate the unperformed part of any Contract by notice in writing delivered to the other Party within 14 days of Sure Petcare giving written notice to you of the occurrence of such action or circumstance as makes Sure Petcare fail to observe or breach the terms hereof.

12.            GENERAL PROVISIONS

12.1         Assignment and other dealings: You shall not, without Sure Petcare’s prior written consent, assign or transfer or purport to assign or transfer, any of your rights or obligations under this Contract or the benefit thereof to any other person.

12.2         Entire Agreement: This Contract constitutes the entire agreement between the Parties in respect of its subject matter. You confirm that, in agreeing to enter into this Contract, you have not relied on any representation, warranty, collateralcontract or other assurance (“ Assurance”) except those set out in these terms of use and to the extent any other Assurance was otherwise made to you, you waive all rights and remedies with respect thereto. Nothing in the foregoing shall limit any separate warranty provided by us to you in respect of the Product(s).

12.3         Third party rights: Apart from an affiliate of Sure Petcare, a person who is not a Party to this Contract shall not have any rights to enforce its terms.

12.4         Governing law: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of New Zealand.

12.5         Jurisdiction: The courts of New Zealand will have jurisdiction in respect to any legal proceedings pertaining to this Contract provided that you shall not be prohibited from bringing legal proceedings in relation this Contract in the courts of your home jurisdiction under any mandatory consumer law.

12.6         Contact Details: Our contact details are as follows:

Sure Petcare

Email enquiries: enquiries@surepetcare.co.nz

Telephone number: 0800 787 335 (NZ)