Terms of service

OTMed NZ Trade Terms and Conditions
Policy updated June 2026

OTMed NZ Limited Partnership (the Seller, OTMed NZ, we or us) a company registered in Auckland, New Zealand under NZBN 9429051932909 whose registered office is at 8A Queensway, Three Kings, Auckland 1024; agrees to supply goods (the Goods) and services (the Services) to you, the Buyer (you), in return for payment of the price for those Goods and Services subject to these Terms.

Acceptance of delivery or receipt of any Goods or Services will (notwithstanding any statement to the contrary by you or your employees or agents) constitute acceptance of these Terms. If there is more than one of you, your liability is joint and several.

1. Application of Terms

1.1. All Goods and/or Services provided to the Buyer by the Seller are subject to the following terms and conditions ("Terms"). These Terms, together with any letter of offer, quotation and/or similar order form or the Seller invoice, in each case supplied by the Seller (each being “Supplemental Terms”), constitute the entire agreement between the Buyer and the Seller for the Goods provided and/or Services performed. Each accepted order will constitute a separate agreement for the supply of the relevant Goods and/or Services. All Goods and/or Services provided to the Buyer by the Seller are subject to these Terms. These Terms apply to all transactions we have with you. If there is any inconsistency between these Terms and any order submitted by you or any other arrangement with us, these Terms prevail unless otherwise agreed by us in writing.

1.2. The Seller may amend these Terms from time to time by notice to the Buyer in writing (including by email) and by publication on the Seller’s website at www.otmed.co.nz. A notice of the fact of amendments directing the Buyer to the Seller’s website shall be sufficient notice for the purposes of these Terms. The change will take effect from the time specified. By continuing to receive any Goods and/or Services or by placing any order the Buyer shall be deemed to have accepted the updated Terms.

1.3. If the Buyer orders or accepts any Goods or Services, the Buyer will be deemed to have accepted these Terms without qualification. To the extent that the Buyer executes any Supplemental Terms, if the Buyer is a company or trust, each director or trustee (as the case may be) of the Buyer warrants that he/she is authorised to enter into the relevant Supplemental Terms on behalf of the Buyer and has the full power, capacity and authority to execute, deliver and perform its obligations in accordance with these Terms.

1.4. If there is any conflict or inconsistency between these Terms and any Supplemental Terms then, unless otherwise expressly provided in these Terms to the contrary, the Supplemental Terms will prevail over these Terms.

1.5. These Terms and Conditions will be deemed to have been accepted by the Buyer when the Buyer issues an order or any act by the Seller which indicates fulfilment of order or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between the Buyer and the Seller.

1.6. These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between the Buyer and the Seller, to the exclusion of any other terms that the Buyer try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1.7. Any quotation by the Seller is not and shall not be interpreted as an offer capable of acceptance or as creating an obligation to sell.

1.8. All specifications & details furnished by the Seller or contained in catalogues, price list or website are by way of general description only of the Goods and shall not form part of this contract.

1.9. If the Buyer cancels or modifies any Order or part Order for Goods with specifications requested by the Buyer or standard Goods with non-standard materials at any time after the Seller has received the Order then without prejudice to any other rights the Seller has against the Buyer the Seller reserves the right to charge the Buyer costs and charges for materials already acquired for the Order together with the cost of any labour and tooling expended to the date of such cancellation or alterations.

1.10. Words imparting the singular number include the plural and vice-versa.

2. Prices, Taxes, and Duties

2.1. Pricing Structure: The price of the Goods is set out in the Seller’s quotation current at the date of the order, or as otherwise agreed in writing. Quoted prices are based on the specific quantities requested and do not operate pro rata for altered volumes.

2.2. Business Purchases (B2B): Where Goods are acquired for business purposes:

• 2.2.1. GST Exclusive: All prices are exclusive of New Zealand Goods and Services Tax (GST), which will be added to the Xero invoice and paid by the Buyer.
• 2.2.2. Cost Inclusions: Standard quotes for capital machinery and stock items include standard insurance, handling, and initial entry duties required to land the items in New Zealand.

2.2.3. Post-Order Adjustments: If your manufacturing or shipping costs increase due to factors beyond our control (including exchange rate shifts, tariff changes, or handling spikes), the Seller may adjust the final price upon notifying the Business Buyer.

2.3. Consumer Purchases & Drop-Shipping: If you are an individual retail consumer purchasing Goods direct-shipped or drop-shipped from an international supplier to your destination country:

• 2.3.1. Importer Status: You act as the sole importer of record for the Goods into your country of residence.
• 2.3.2. Exclusion of Border Taxes: The price covers the product and international freight only. It explicitly excludes local import VAT, GST, customs duties, border clearance fees, or handling charges levied by your country’s customs authorities.
• 2.3.3. Border Liability & Indemnity: All local border costs are your sole responsibility. The Buyer explicitly agrees to indemnify the Seller against any secondary freight charges, storage fees, or fines arising from a refusal to clear the Goods through customs.

3. Payment Terms and Credit Control

3.1. Payment Obligations: Payment must be made in clear funds via electronic bank transfer or our approved online credit card processing gateways in New Zealand Dollars (NZD). Time for payment is of the essence.

3.2. Split Billing Model:

• 3.2.1. On-Demand Capital Equipment (Machines): Full payment is required upfront. The Seller will not place procurement orders with international manufacturers or dispatch any machinery until cleared funds are received in full.
• 3.2.2. Stock Consumables: For regular stock consumables held in New Zealand, payment is due within thirty (30) days from the invoice date, unless upfront payment is specified at order confirmation.

3.3. Credit Limits & Discretion: The Seller reserves the right at any time, in its sole discretion, to withdraw credit terms, alter a customer's credit limit, or demand full upfront payment prior to dispatch.

3.4. Default & Late Payment Consequences: If an invoice remains unpaid past its due date, the Seller may immediately suspend all further consumable deliveries, cancel pending machinery builds, and charge default interest at a rate of 12% per annum compounding monthly on all overdue balances until paid in full.

3.5. No Set-Off: All invoices must be paid in full without any deduction, withholding, or counterclaim.

4. Delivery and Transit Care

4.1. Fulfilment Location: The Seller will arrange delivery to the address specified on your quote. If no address is specified, delivery occurs upon collection from our Auckland premises.

4.2. Delivery Windows: Delivery may take place at any time between 8:00 AM and 8:00 PM on business days, subject to standard courier workflows. Any dates quoted for delivery are approximate estimates only; delivery time is not of the essence of the contract.

4.3. Transit Liability Separation:

• 4.3.1. For Consumer Customers: The Seller retains risk and liability for the Goods during transit until they are successfully delivered to the consumer's designated location.
• 4.3.2. For Business Customers (B2B): The Seller acts strictly as an agent for the Buyer regarding freight beyond our warehouse doors. The Seller is not liable for any transit damage. All transit insurance is the sole responsibility of the Business Buyer.

4.4. Failed Delivery & Storage: If a Buyer fails to accept or collect a delivery, the Seller may store the goods at the Buyer's sole risk and expense (covering transport, storage, and insurance costs). If a Business Buyer leaves an item uncollected for more than ten (10) business days, the Seller may resell the item and charge the Buyer for any financial shortfall.

4.5. Offloading Labour: For heavy capital equipment, the Business Buyer must provide adequate labour, forklifts, and clear access to the delivery point at their own expense.

4.6. Instalment Deliveries: The Seller may deliver Goods by instalments. Each instalment forms a separate contract invoiced independently. Delay or defect in one instalment does not entitle the Buyer to cancel subsequent shipments.

5. Inspection, Defect Notification, and Acceptance

5.1. Fitness for Purpose:

• 5.1.1. For Business Customers: It is the sole responsibility of the Business Buyer to ensure that the medical devices and consumables ordered conform to their specific clinical requirements, devices, and operational standards.
• 5.1.2. For Consumer Customers: This clause does not limit or override the statutory guarantees regarding fitness for purpose provided under the Consumer Guarantees Act 1993.

5.2. Inspection Deadlines:

• 5.2.1. Business Customers (B2B): The Business Buyer must inspect all items upon arrival. Any shipping shortages, external damage, or visible discrepancies must be reported to the Seller in writing within seven (7) days of delivery. Failure to notify the Seller within this window constitutes deemed acceptance of the delivery.
• 5.2.2. Consumer Customers: Consumers must report faults or damage within a reasonable timeframe as permitted under the Consumer Guarantees Act 1993.

5.3. Liability Exclusions for Defects: The Seller holds no liability for any product issues or defects if:

• 5.3.1. The Buyer continues to use the item after notifying the Seller of a suspected fault;
• 5.3.2. The defect arises because the Buyer failed to follow oral or written instructions regarding storage, clinical installation, sanitization, commissioning, or maintenance;
• 5.3.3. The defect stems from standard commercial wear and tear, wilful damage, negligence, or unauthorized modifications made by the Buyer or any third party.

6. Risk and Title

·       6.1. Passing of Risk: Risk of damage to or loss of the Goods passes from the Seller to the Buyer strictly in accordance with the customer category:

• 6.1.1. For Consumer Customers: Risk passes only upon physical delivery of the Goods into the consumer's possession at their designated destination.
• 6.1.2. For Business Customers (B2B): Risk transfers to the Business Buyer immediately upon the Goods leaving the Seller’s premises (or the third-party supplier's factory gates in the case of direct shipment). All transit insurance claims are the sole responsibility of the Business Buyer.

·       6.2. Insurance Rights: If any Goods are damaged or destroyed after risk has passed to a Business Buyer, but before ownership has transferred, the Seller is entitled to receive all insurance proceeds payable for those Goods. Production of these Terms is absolute evidence of our right to receive those proceeds without further enquiry.

·       6.3. Retention of Title: Legal and equitable ownership (Title) of the Goods remains entirely with the Seller and will not pass to the Buyer until the Seller has received full payment in cleared funds for the Goods and all other outstanding balances owed by the Buyer.

·       6.4. Fiduciary Responsibilities: Until title passes, the Buyer must hold the Goods as the Seller's fiduciary bailee. The Buyer must store the Goods separately from other stock, maintain them in pristine condition, ensure they are fully insured, and leave all identifying marks or packaging un-defaced and clearly visible.

·       6.5. Right of Entry and Seizure (B2B Only): If a Business Buyer defaults on any payment or triggers an insolvency event under Clause 7, the Seller may demand the immediate return of the Goods. If the Buyer fails to comply promptly, the Seller or its authorized agents hold an absolute irrevocable license to enter any premises where the Goods are stored to repossess them.

·       6.6. PPSA Security Interest (B2B Only): The Business Buyer acknowledges that these Terms create a Purchase Money Security Interest (PMSI) in the Goods and their proceeds on the Personal Property Securities Register (PPSR) pursuant to the PPSA. The Business Buyer covenants to:

• 6.6.1. Execute all documents and provide all information required to perfect, maintain, and renew a financing statement on the PPSR;
• 6.6.2. Waive their right to receive a verification statement under section 148 of the PPSA; and
• 6.6.3. Agree that to the maximum extent permitted by law, sections 114(1)(a), 117(1)(c), 120(2), 133, and 134 of the PPSA are excluded, and the Buyer's statutory rights under sections 116, 119, 121, 125, 129, and 131 do not apply.

7. Termination

7.1. Termination for Cause: Either party may terminate a Contract immediately by giving written notice to the other party if:

• 7.1.1. The other party commits a material breach of these Terms and Conditions and fails to remedy that breach within fourteen (14) days of receiving written notice requiring it to do so; or
• 7.1.2. The other party becomes insolvent, is adjudicated bankrupt under the Insolvency Act 2006, or enters into a land compromise or voluntary administration with its creditors; or
• 7.1.3. The other party goes into compulsory or voluntary liquidation, or has a receiver, manager, or administrator appointed over any of its assets or undertakings pursuant to the Companies Act 1993 or the Receiverships Act 1993.

7.2. Seller's Right to Suspend or Cancel: Without limiting any other rights, the Seller may immediately terminate or suspend the supply of Goods if the Buyer fails to pay any amount due under the Contract by the specified due date, or if the Seller reasonably believes the Buyer is about to become insolvent.

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8. Limitation of Liability

8.1. Consumer Rights Overriding: If you are acquiring the Goods as a consumer for personal, domestic, or household use, nothing in this Clause 8 limits, excludes, or modifies your rights or remedies under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986, including your right to claim for foreseeable consequential loss or damage.

8.2. Business Liability Limits: If you are acquiring the Goods for business purposes (B2B), the following provisions apply to the maximum extent permitted by law:

• 8.2.1. Our exclusions and disclaimers regarding warranties are fully set out in Clause 9.2.
• 8.2.2. Our total liability under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not under any circumstances exceed the total price paid by you for the Goods.
• 8.2.3. If we fail to deliver the Goods, our liability is strictly limited to the additional reasonable costs incurred by you in obtaining replacement goods of a similar description and quality.
• 8.2.4. We will not be liable to you for any indirect, special, or consequential loss, damage, costs, or expenses.
• 8.2.5. We will not be liable to you for any loss of profits, loss of business, loss of data, loss of reputation, business interruption, or any third-party claims.
• 8.2.6. We will not be liable for any failure or delay caused by events beyond our reasonable control, or any losses caused by your breach of your own obligations.

8.3. Unexcludable Liability: Nothing in these terms excludes or limits our liability for fraud, fraudulent misrepresentation, or any other matter for which it would be illegal or unlawful under New Zealand law to exclude or limit liability.

9. Exclusion of Warranties

9.1. For Consumer Customers - If you are acquiring the Goods for personal, domestic, or household use, the manufacturer's warranty applies in addition to, and does not limit or replace, your rights under the Consumer Guarantees Act 1993 (CGA). If a Good is faulty, we will fulfill our direct obligations to you under the CGA to repair, replace, or refund the item.

9.2. For Business Customers (B2B) - If you are in trade and are acquiring the Goods for business purposes, you acknowledge and agree that:

·       The guarantees under the Consumer Guarantees Act 1993 do not apply;

·       Sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986 do not apply, and it is fair and reasonable that the parties are bound by this provision;

·       We exclude all direct liability to the maximum extent permitted by law;

·       We will pass on the benefit of any manufacturer’s warranty to you, and any costs to return faulty items to the manufacturer's service centre will be at your expense; and

·       There are no warranties express or implied, including any implied warranties as to merchantability and fitness for a particular purpose.

10. Communications

10.1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

10.2. Notices will be deemed to have been duly given:

• 10.2.1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
• 10.2.2. when sent, if transmitted by email and a successful return receipt is generated;
• 10.2.3. on the fifth business day following mailing, if mailed by NZ POST.

10.3. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

11. Force Majeure

11.1. Neither party shall be liable for any failure nor delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

11.2. In the event of a Force Majeure occurrence, the affected party shall promptly notify the other party in writing, providing details of the circumstances and the expected duration of the delay. Both parties shall use all reasonable efforts to mitigate the effects of the Force Majeure event and resume performance of their obligations as soon as practicable.

12. No Waiver

12.1. No waiver by the Seller of any breach of these Terms and Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

13. Severance

13.1. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

14. Law and Jurisdiction

14.1. These Terms and Conditions are governed by and interpreted according to New Zealand law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the New Zealand courts.

15. Use of Personal Information

15.1. Your submission of personal information through the ordering process and or through our website is governed by our Privacy Policy, which can be viewed here: www.otmed.co.nz/policies/privacy-policy

15.2. You agree that we may collect the information for the purpose of assessing your application for credit (if any such application), including checking your present and continued credit worthiness, if necessary, collecting any outstanding debt from you, arranging for future purchases of other products, setting up our client database and direct marketing activities (the purposes set out above). You consent to us disclosing the information, as well as any default in payment by you, to any credit or debt collection agency, and to any person/agency we appoint to collect any outstanding debt from you, if necessary, for the purposes set out above.

15.3. If information is provided to any credit or debt collection agency, they will hold that information on their systems and use it to provide their credit reporting service, including updating its credit reporting database and providing that information to other customers they have and you consent to that use and disclosure. We may request, and any person or organisation (including any credit or debt collection agencies) may provide, information about you to us, both now and in the future, for the purposes set out above and you consent to us seeking that information in the course of our business and disclosure of that information to us.  

15.4. If you are an individual, you have the right under the Privacy Act 2020 to see and correct any personal information held by us or any agency about you.

15.5. You must notify us of any change in circumstances that may affect the accuracy of the information you provided to us. Your failure to provide the personal information sought, may result in our refusing to supply Goods or Services to you.

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16. Definitions and Interpretation

In these Terms and Conditions, unless the context explicitly requires otherwise:

·       16.1. "Business Buyer" or "B2B Customer" means any clinic, commercial entity, practitioner, or individual purchasing or acquiring Goods and/or Services for trade, clinical use, commercial use, or business purposes.

·       16.2. "Consumer Customer" means an individual retail buyer acquiring or ordering Goods and/or Services strictly for personal, domestic, or household use.

·       16.3. "Contract" means the legally binding commercial agreement formed between the Seller and the Buyer, comprising these master Terms, any accepted Order, and any applicable Supplemental Terms.

·       16.4. "Goods" means all physical medical devices, equipment, clinical accessories, consumables, and parts supplied or sold by the Seller to the Buyer.

·       16.5. "GST" means Goods and Services Tax charged under the New Zealand Goods and Services Tax Act 1985, or any statutory tax introduced to replace it.

·       16.6. "Indent Stock" or "On-Demand Capital Equipment" means specialized, high-value machinery manufactured or imported on an on-demand basis, including but not limited to Ozone Therapy and Colon Hydrotherapy machines.

·       16.7. "Order" means a formal request by the Buyer to purchase Goods and/or Services, submitted via email, phone, quote acceptance, or our website catalog system.

·       16.8. "PPSA" means the New Zealand Personal Property Securities Act 1999 as amended from time to time.

·       16.9. "PPSR" means the New Zealand Personal Property Securities Register.

·       16.10. "Price" means the financial cost payable for the Goods and/or Services as calculated via a current Xero quote, invoice, or agreed pricing arrangement.

·       16.11. "Seller" means OTMed NZ Limited Partnership, trading as OTMed NZ (including its successors and permitted assigns).

·       16.12. "Stock Consumables" means standard, regular clinical inventory held in stock within New Zealand warehouses, including disposable components, tubing, and clinical accessories.

·       16.13. "Supplemental Terms" means any specific Xero quotation, formal pro-forma invoice, delivery schedule, or written layout explicitly issued by the Seller alongside these master terms.

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OTMED NZ LIMITED PARTNERSHIP
8A Queensway, Three Kings
Auckland 1024
+64 9 391 4067
info@otmed.co.nz
NZBN:  9429051932909
GST Registration No: 142-453-037