Medical Device Terms of Trade (NZ)

1. Ownership of Goods

All goods supplied remain the property of the Supplier until payment has been received in full and cleared funds are available. The Supplier reserves the right to recover and repossess any unpaid goods where payment default has occurred.

2. Payment Terms

Payment is due strictly within 7 days from invoice date unless otherwise agreed in writing. If payment remains outstanding beyond the due date of invoice, the Supplier may:

  • suspend further supply,
  • cancel pending orders,
  • require prepayment for future orders,
  • recover unpaid goods,
  • charge reasonable recovery and legal costs,

  • and refer the account to debt collection.

3. Default & Immediate Recovery Rights

Where payment remains overdue beyond agreed trading terms, the Supplier may require immediate return of unpaid goods within 48 hours. The Customer agrees to make unpaid goods available for collection by arrangement with the Supplier. The Supplier reserves the right to recover unpaid goods supplied under retention of title provisions where payment default has occurred. Any costs associated with recovery, legal enforcement, debt collection, or associated administrative action shall be payable by the Customer.

4. Restricted Market Supply

Products supplied are authorised solely for the New Zealand market unless otherwise approved in writing by the Supplier and/or original manufacturer. The Supplier accepts no responsibility, warranty, regulatory support, or liability for products exported, re-distributed, relabelled, modified, transferred, or used outside the approved NZ supply chain. Any export, transfer, redistribution, external market use, commercial analysis, or provision of products to third parties outside the authorised NZ supply chain without prior written approval is strictly prohibited and may result in immediate termination of supply arrangements, recovery action, and legal enforcement.

5. Export & Redistribution Restriction

The Customer must not export, re-sell internationally, distribute outside the approved supply chain, or provide products to third parties for commercial replication, analysis, or manufacturing purposes without prior written approval. The Supplier accepts no liability, warranty, regulatory responsibility, or product support for goods used, distributed, or transferred outside the approved NZ market.

6. Intellectual Property, Proprietary Technology & Anti-Counterfeit Protection

Products supplied may contain proprietary technology, confidential know-how, trade secrets, protected designs, trademarks, technical information, packaging systems, instructions for use, clinical materials, and intellectual property belonging to the manufacturer and/or Supplier. The Customer must not directly or indirectly:

  • copy,
  • reproduce,
  • commercially replicate,
  • reverse engineer,
  • disassemble,
  • analyse for manufacture,
  • redesign,
  • modify,
  • create derivative products,
  • distribute for manufacture,
  • provide samples for replication,
  • or facilitate creation of competing or substantially similar products.

The Customer must not provide supplied products, components, technical information, packaging, instructions, or product specifications to any third party, manufacturer, exporter, laboratory, or overseas entity for commercial replication or manufacturing purposes. The Customer must not remove, alter, obscure, or replace serial numbers, batch identifiers, trademarks, regulatory labels, or branding associated with the products. Unauthorised reproduction, replication, diversion, misuse of products, or misuse of intellectual property may result in:

  • immediate suspension of supply,
  • mandatory return of goods,
  • notification to the original manufacturer,
  • regulatory notification,

  • and legal action.

7. Supply Chain Protection

The Supplier reserves the right to:

  • restrict quantities,
  • refuse supply,
  • require prepayment,
  • suspend accounts,
  • or decline transactions,

where concerns exist regarding payment default, regulatory compliance, unauthorised distribution, diversion of goods, or protection of the authorised supply chain.

8. Practitioner Responsibility

Products are supplied for use by appropriately qualified healthcare professionals operating within their lawful scope of practice and applicable regulatory requirements. The Supplier does not certify practitioner competency or provide clinical accreditation, excluding appropriately qualified employees, contractors, educators, or representatives authorised by the Supplier and/or original manufacturer to provide product education, technical support, consumer information, and professional training relating to the supplied products. The treating practitioner remains solely responsible for patient selection, procedural technique, informed consent, and clinical outcomes.

9. Governing Law

These Terms of Trade are governed by the laws of New Zealand. Placement of an order, acceptance of goods, or payment of an invoice constitutes acceptance of these Terms of Trade.

10. Breach, Supply Termination & Refusal of Future Supply

Where the Supplier and/or original manufacturer reasonably believes that products, samples, technical information, packaging, specifications, or associated intellectual property have been:

  • copied,
  • replicated,
  • reverse engineered,
  • diverted outside the authorised supply chain,
  • provided for commercial analysis or manufacture,
  • or otherwise misused in breach of these Terms,

the Supplier may immediately:

  • terminate supply arrangements,
  • suspend or permanently close trading accounts,
  • refuse future supply,
  • require immediate return of goods,
  • cancel pending orders,

  • and notify the original manufacturer and relevant regulatory or legal representatives.

The Supplier and/or original manufacturer reserves the right to decline future transactions with any individual, entity, related business, associated purchaser, or representative connected to a breach of these Terms. The Customer acknowledges that protection of proprietary medical technology, intellectual property, authorised distribution channels, and patient safety are essential conditions of supply.