Terms and Conditions.

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FECPAKG2 Single User/Shared User Subscription Agreement

  1. Definitions
  2. In this Agreement:

    1. “We”, “Us” or “Our” means Techion and its successors, assignees, and any associated companies.
    2. “You”, “Your”, “User” or “Licensee” means the person or commercial entity who is the subscriber under this Agreement.
    3. “FECPAKG2 Unit”, “Unit” means all equipment and devices provided by us as part of the FECPAKG2 Unit.
    4. “FEC” means Faecal Egg Count(s).
    5. “MICRO-I” means the image capture device supplied within the Unit.
    6. “Cassette” means the Cassette supplied with the Unit.
    7. “Menixis Ltd”, “Menixis” means Menixis Limited, the Licensor.
    8. “Service”,”Software” means the FECPAKG2 FEC diagnostic and reporting service provided by Techion.
    9. “Licence” means the licence agreement between Menixis and Techion.
    10. “Sub-licence” means the parts of this agreement that permit You to purchase and use those elements of the FECPAKG2 Unit covered by Techion’s Licence with Menixis.
    11. “Managing Agent” or “Agent” means the entity that you sign your Subscription Agreement under,

  3. Term
  4. The term of this Agreement is an initial period of two (2) years and any extended period until terminated by the User/Licensee and/or Techion. The initial period will start from the date the Agreement is confirmed by Us. The Agreement will continue on a yearly basis after the completion of the initial two-year period, unless terminated before the start date of the next year’s subscription. If You wish to terminate this agreement, you will need to contact Techion on or before the end date of your current year’s subscription either by phone or in writing. If the User/licensee fails to notify Us of their termination before the next subscription period, the User/licensee will remain liable for all outstanding charges applicable. Failure to use the Unit does not release the User/licensee from his or her obligations under this Agreement. If the User/licensee terminates and/or is in breach of the agreement, then termination fees will apply.

  5. Fess and Charges You will pay us or our agent (if listed on the tax invoice) the following:
    1. The costs as detailed in this Agreement including the Annual subscription fees in advance on the due date for payment as set out in our tax invoice, plus any additional taxes payable. Note that the subscription amount represented on this agreement contains pricing for access to all species.
    2. Any additional product or services you request and which we provide to you from time to time and as listed in our invoice to you.
    3. Any fees associated with dishonoured cheques and/or direct debit on demand – payable immediately.
    4. Any liquidated damages payable under clause 5 and any associated collection fee where applicable – payable immediately.
    5. Costs incurred for the collection of any overdue debts – payable immediately.

  6. Availability of Service
    1. We aim to provide a high-quality service which is available at all times. However, because we rely on communication services, other networks and equipment that we do not own or control, we cannot guarantee that our services will always be available or fault free, and we shall not be responsible for any costs associated should for any reason, our service be unable to be provided to you at any one time.
    2. It is the Users responsibility to ensure that an appropriate internet connection is available in order to use the FECPAKG2 Service. We accept no responsibility for the assurance of an appropriate internet connection.
    3. If you do not purchase a FECPAKG2 Head Unit you agree that you have access to appropriate computer equipment, communication services and equipment that allows the ability to communicate with the MICRO-I via a USB port.
    4. If you do not purchase a FECPAKG2 Head Unit, we may at our sole discretion offer a limited amount of free technological support (1 hour) for the setup of the Users personal computer equipment, any further technical support required over and above the 1 hour will be at the cost of the User/licensee. We are under no obligation to provide such a service as described.
    5. We accept no responsibility for any issue caused by the Users personal computer equipment or any installed Software that interferes with the standard operation of the FECPAKG2 Unit or FECPAKG2 Software/Service.
    6. The User/licensee agrees to ensure appropriate security measures are undertaken to maintain the secure connection to the FECPAKG2 Service.
    7. Our service to you under this Agreement expressly excludes any internet connection set up costs and ongoing internet access fees, and costs associated with your computer equipment being able to connect and communicate with the MICRO-I.

  7. Use of FECPAKG2 Unit
    1. We are making available to you the FECPAKG2 Unit (the MICRO-I and Cassette under a Sub-licence agreement with Menixis Ltd) for the express purpose of carrying out FEC’s (and any associated service we may offer to you from time to time) and as such you are not entitled to use the Unit for any other purpose.
    2. You shall not sell or make the Unit available to any third party without our prior written consent, nor attempt to modify it in any way.
    3. You must use the FECPAKG2 Unit in accordance with our instructions (which we may alter from time to time by notice to you) and keep the FECPAKG2 Unit in good and useable condition at all times (general wear is excluded).
    4. We will warrant the equipment and devices within the Unit against manufacturing faults for a period of 12 months from the date of delivery (unless the unit shows evidence of tampering). However, any repairs or replacement of Unit components outside of this warranty period shall be at your cost.
    5. Only an authorised technician is allowed to repair/dismantle any part of the FECPAKG2 Unit, any unauthorised attempts to repair, modify, or dismantle the Unit buy the User/licensee, may forfeit the right to warranty on the Unit.
    6. The User/licensee agrees to only use the supplied or authorised power supplies or power supply alternatives with the MICRO-I Unit.
    7. Any damage that occurs to the MICRO-I Unit through any inappropriate use or use of third party hardware is at the liability of the User/licensee, and as such any costs involved in the repair of the Unit are at the cost of the User/licensee.
    8. We will not be liable for any loss (including by fire) or theft of, or damage however caused to the Unit during the term of this Agreement. It is your responsibility to have insurance cover if you elect to do so, against potential liability under this clause.
    9. You must advise us as soon as the FECPAKG2 Unit is damaged, not in full working order, lost or stolen, and we will advise you on how we can best assist you.
    10. The FECPAKG2 Unit and online Service includes Software that is either owned by us or licensed by us from Menixis Ltd. You have a limited Sub-license (permission) to use this Software only with the FECPAKG2 Unit and only for the term and for the purpose of this Agreement. You must not copy, reproduce, decompile, create derivative works of, reverse engineer, attempt to repair, makes connections to, modify, Sub-license, distribute or use for any other purpose, the FECPAKG2 Unit or the FECPAKG2 Software or attempt or authorise or permit any other person to do so.
    11. We may from time to time and at our absolute discretion offer you the opportunity to upgrade your FECPAKG2 Unit (and any other associated equipment) for a new FECPAKG2 Unit (or other equipment) and shall advise you of any costs associated with such an upgrade.
    12. We may download new Software to and retrieve information from the FECPAKG2 Unit at any time without notice to you.
    13. We shall be under no obligation to continue to provide you with the Services offered under this Agreement should any components of your FECPAKG2 Unit be in a condition that render it no longer workable and/or you are unable to maintain suitable internet access.

  8. Termination
    1. We may terminate or temporarily suspend this Agreement and your Service without written notice, if you fail to pay any amount you owe us under this Agreement on the due date, if you breach any other clause of this Agreement, or if we have reasonable grounds to suspect fraud or any other unauthorised activity. Any such termination or suspension will be without prejudice to our other rights and remedies.
    2. You may terminate the Agreement at any time but will be liable for any outstanding fees owing until the completion of the subscription Term.
    3. On termination of this Agreement you must immediately pay us all amounts owing, including any liquidated damages payable under this clause 6.
    4. Your obligations under this Agreement will survive for our benefit.
    5. We may, at our sole discretion, make an offer to purchase back your FECPAKG2 Unit upon termination, but we will be under no obligation to do so.

  9. Use of Information
    1. We reserve the right to use information collected via the FECPAKG2 system in any form, but we shall not release your personal information in relation to such information without your prior written consent.
    2. Your information will be used by Sirona in accordance with the Techion Privacy Policy (see website). By signing this agreement, you are expressly consenting to your personal information also being held by Sirona for the purpose of fulfilling the contracted service and passed to Techion for that purpose. You may terminate your consent for the retention and use of your personal information at any time, however please note that will not terminate your obligation under this agreement despite that our service will be rendered unavailable due to the lack of information.

  10. Menixis Ltd Agreement
    1. By signing this Agreement, You agree to be a Sub-licensee under the Licensee agreement between Menixis Ltd and Us (as Licensee) and abide by any of the conditions of the Licence Agreement applicable to You as a Sub-licensee, and You acknowledge that We can only provide You with this Service if you agree to this (please contact Us if your require further clarification of these conditions).
    2. We are not able to offer You the Service if actions from either You or Us breach our Licence agreement with Menixis Ltd, the consequences of which may result in either Our Licence agreement with Menixis Ltd being terminated and/or Our agreement with You having to be terminated.

  11. General
    1. The Terms and Conditions of this Agreement will be governed by the Laws of New Zealand.
    2. You will be liable to pay all our costs and expenses (including legal costs) in enforcing these terms and conditions.


FECPAKG2 Lab User Subscription Agreement

  1. Definitions
  2. In this Agreement:

    1. “We”, “Us” or “Our” means Techion and its successors, assignees, and any associated companies.
    2. “You”, “Your”, “User” or “Licensee” means the person or commercial entity who is the subscriber under this Agreement.
    3. “FECPAKG2 Unit”, “Unit” means all equipment and devices provided by us as part of the FECPAKG2 Unit.
    4. “FEC” means Faecal Egg Count(s).
    5. “MICRO-I” means the image capture device supplied within the Unit.
    6. “Cassette” means the Cassette supplied with the Unit.
    7. “Menixis Ltd”, “Menixis” means Menixis Limited, the Licensor.
    8. “Service”, “Software” means the FECPAKG2 FEC diagnostic and reporting service provided by Techion.
    9. “Licence” means the license agreement between Menixis and Techion.
    10. “Sub-licence” means the parts of this agreement that permit You to purchase and use those elements of the FECPAKG2 Unit covered by Techion’s Licence with Menixis.
    11. “Managing Agent” or “Agent” means the entity that you sign your Subscription Agreement under,

  3. Term
  4. The term of this Agreement is an initial period of two (2) years and any extended period until terminated by the User/Licensee and/or Techion. The initial period will start from the date the Agreement is confirmed by Us. The Agreement will continue on a yearly basis after the completion of the initial two-year period, unless terminated before the start date of the next year’s subscription. If You wish to terminate this agreement, you will need to contact Techion on or before the end date of your current year’s subscription either by phone or in writing. If the User/licensee fails to notify Us of their termination before the next subscription period, the User/licensee will remain liable for all outstanding charges applicable. Failure to use the Unit does not release the User/licensee from his or her obligations under this Agreement. If the User/licensee terminates and/or is in breach of the agreement, then termination fees will apply.

  5. Fees and Charges You will pay us or our nominee (if listed on the tax invoice) the following:
    1. The costs as detailed in this Agreement including the Annual subscription fees in advance on the due date for payment as set out in our tax invoice, plus any additional taxes payable. Note the subscription amount represented on this agreement contains pricing for access to all species.
    2. Any additional product or services you request and which we provide to you from time to time and as listed in our invoice to you.
    3. Any fees associated with dishonoured cheques and/or direct debit on demand – payable immediately.
    4. Any liquidated damages payable under clause 5 and any associated collection fee where applicable – payable immediately.
    5. Costs incurred for the collection of any overdue debts – payable immediately.

  6. Availability of Service
    1. We aim to provide a high-quality service which is available at all times, however because we rely on communication services, other networks and equipment that we do not own or control, we cannot guarantee that our services will always be available or fault free, and we shall not be responsible for any costs associated should for any reason, our service be unable to be provided to you at any one time.
    2. It is the Users responsibility to ensure that an appropriate internet connection is available in order to use the FECPAKG2 Service. We accept no responsibility for the assurance of an appropriate internet connection.
    3. If you do not purchase a FECPAKG2 Head Unit you agree that you have access to appropriate computer equipment, communication services and equipment that allows the ability to communicate with the MICRO-I via a USB port.
    4. If you do not purchase a FECPAKG2 Head Unit, we may at our sole discretion offer a limited amount of free technological support (1 hour) for the setup of the Users personal computer equipment, any further technical support required over and above the 1 hour will be at the cost of the User/licensee. We are under no obligation to provide such a service as described.
    5. We accept no responsibility for any issue caused by the Users personal computer equipment or any installed Software that interferes with the standard operation of the FECPAKG2 Unit or FECPAKG2 Software/Service.
    6. The User/licensee agrees to ensure appropriate security measures are undertaken to maintain the secure connection to the FECPAKG2 Service.
    7. Our service to you under this Agreement expressly excludes any internet connection set up costs and ongoing internet access fees, and costs associated with your computer equipment being able to connect and communicate with the MICRO-I.

  7. Use of FECPAKG2 Unit
    1. We are making available to you the FECPAKG2 Unit (the MICRO-I and Cassette under a Sub-licence agreement with Menixis Ltd) for the express purpose of carrying out FEC’s (and any associated service we may offer to you from time to time) and as such you are not entitled to use the Unit for any other purpose.
    2. You shall not sell or make the Unit available to any third party without our prior written consent, nor attempt to modify it in any way.
    3. You must use the FECPAKG2 Unit in accordance with our instructions (which we may alter from time to time by notice to you) and keep the FECPAKG2 Unit in good and useable condition at all times (general wear is excluded).
    4. We will warrant the equipment and devices within the Unit against manufacturing faults for a period of 12 months from the date of delivery (unless the unit shows evidence of tampering). However, any repairs or replacement of Unit components outside of this warranty period shall be at your cost.
    5. Only an authorised technician can repair/dismantle any part of the FECPAKG2 Unit, any unauthorised attempts to repair, modify, or dismantle the Unit buy the User/licensee, may forfeit the right to warranty on the Unit.
    6. The User/licensee agrees to only use the supplied or authorised power supplies or power supply alternatives with the MICRO-I Unit.
    7. Any damage that occurs to the MICRO-I Unit through any inappropriate use or use of third party hardware is at the liability of the User/licensee, and as such any costs involved in the repair of the Unit are at the cost of the User/licensee.
    8. We will not be liable for any loss (including by fire) or theft of, or damage however caused to the Unit during the term of this Agreement. It is your responsibility to have insurance cover if you elect to do so, against potential liability under this clause.
    9. You must advise us as soon as the FECPAKG2 Unit is damaged, not in full working order, lost or stolen, and we will advise you on how we can best assist you.
    10. The FECPAKG2 Unit and online Service includes Software that is either owned by us or licensed by us from Menixis Ltd. You have a limited Sub-licence (permission) to use this Software only with the FECPAKG2 Unit and only for the Term, and for this Agreement. You must not copy, reproduce, decompile, create derivative works of, reverse engineer, attempt to repair, makes connections to, modify or use for any other purpose, the FECPAKG2 Unit or the FECPAKG2 Software or attempt or authorise or permit any other person to do so.
    11. We may from time to time and at our absolute discretion offer you the opportunity to upgrade your FECPAKG2 Unit (and any other associated equipment) for a new FECPAKG2 Unit (or other equipment) and shall advise you of any costs associated with such an upgrade.
    12. We may download new Software to and retrieve information from the FECPAKG2 Unit at any time without notice to you.
    13. We shall be under no obligation to continue to provide you with the Services offered under this Agreement should any components of your FECPAKG2 Unit be in a condition that render it no longer workable and/or you are unable to maintain suitable internet access.

  8. Termination
    1. We may terminate or temporarily suspend this Agreement and your Service without written notice, if you fail to pay any amount you owe us under this Agreement on the due date, if you breach any other clause of this Agreement, or if we have reasonable grounds to suspect fraud or any other unauthorised activity. Any such termination or suspension will be without prejudice to our other rights and remedies.
    2. You may terminate the Agreement at any time but will be liable for any outstanding fees owing until the completion of the subscription Term.
    3. On termination of this Agreement you must immediately pay us all amounts owing, including any liquidated damages payable under this clause 6.
    4. Your obligations under this Agreement will survive for our benefit.
    5. We may, at our sole discretion, make an offer to purchase back your FECPAKG2 Unit upon termination, but we will be under no obligation to do so.

  9. Use of Information
    1. We reserve the right to use information collected via the FECPAKG2 system in any form, but we shall not release your personal information in relation to such information without your prior written consent.
    2. Your information will be used by Sirona in accordance with the Techion Privacy Policy (see attached). By signing this agreement, you are expressly consenting to your personal information also being held by Sirona for the purpose of fulfilling the contracted service and passed to Techion for that purpose. You may terminate your consent for the retention and use of your personal information at any time, however please note that will not terminate your obligation under this agreement despite that our service will be rendered unavailable due to the lack of information.

  10. Menixis Ltd Agreement
    1. By signing this Agreement, you agree to be a Sub-licensee under the Licensee agreement between Menixis Ltd and Us (as Licensee) and abide by any of the conditions of the Licence Agreement applicable to You as a Sub-licensee, and You acknowledge that We can only provide You with this Service if you agree to this (please contact Us if you require further clarification of these conditions).
    2. We are not able to offer You the Service if actions from either You or Us breach our Licence agreement with Menixis Ltd, the consequences of which may result in either Our Licence agreement with Menixis Ltd being terminated and/or Our agreement with You having to be terminated.

  11. Sales of FECPAKG2 Single and Shared User Subscriptions
    1. The Licensee will not sell Licensed Products other than to Single and Shared End Users, without the prior written consent of Techion or their managing Agent.
    2. The Licensee will not Supply Licensed Products to any third party outside the Field of Use and/or Territory, nor to a company or individual whose intention it is to re-sell the Licensed Products outside the Licensee’s Field of Use and/or Territory.
    3. Sales Inquiries: The Licensee will pass on to their managing Agent all sales inquiries for Licensed Products from parties’ either
      1. outside The Licensees Field of Use (Single or Shared Users) and/or Territory; or
      2. where The Licensee has received an inquiry from either a corporate, organisation, education or research institution
    4. Subscription agreements: The Licensee will only use Subscription agreements in the form and content as supplied by Techion or Agent. Any changes to these agreements must be agreed in writing by Techion prior to use.
      1. The Licensee is required to set the Single and Shared End User pricing on the Techion Subscription Website tool, the licensee will be provided with Techion’s RRP
      2. If the Licensee does not set their own retail price on the Subscription tool, then any subscription sales will be sold at Techions RRP
    5. Data Ownership: The Licensee acknowledges that it has no rights to any of the data generated by Licensed Products it has Supplied in the Territory, notwithstanding any rights bestowed on it under a Subscription agreement (either for its own use or by a third party).
    6. Marking:
      1. The Licensee will use all reasonable commercial efforts to ensure that all Licensed Products Supplied under this Agreement are marked with applicable logo as advised by Techion.
      2. Whenever the Licensee uses the Trade Marks, such use must be accompanied by use of the ® symbol or TM symbol, as appropriate.
      Use of Trade Marks:
      1. The Licensee will:
        1. use the Trade Marks only in the form stipulated by Techion or the Managing Agent;
        2. observe any reasonable directions given by Techion as to the colours and size of representations of the Trade Marks; and
        3. Fully comply with all guidelines, recommendations and requirements specified by Techion from time to time regarding the use of the Trade Marks.
      2. The Licensee will use the Trade Marks only for the purposes authorised in this Agreement. In particular, The Licensee may not use the Trade Marks in any way that would tend to allow them to become generic, lose their distinctiveness, become liable to mislead the public, or be materially detrimental to or inconsistent with the good name, goodwill, reputation and image of Techion.
      3. The Licensee may not at any time without the prior written consent of the Managing Agent:
        1. use the Trade Marks as part of any corporate, business or trading name of the Licensee; or
        2. register any company name or domain name that incorporates any of the Trade Marks, or any confusingly similar marks.
    7. Price and Payment Terms
      1. Prices: The Licensee is required to set the Single and Shared End User pricing on the Techion Subscription Website tool, the licensee will be provided with Techion’s RRP
        1. If the Licensee does not set their own retail price on the Subscription tool, then any subscription sales will be sold at Techion's RRP
        2. All prices are in New Zealand dollars.
      2. Invoicing and Subscription Report: The Managing Agent shall send The Licensee a monthly subscription report, with their invoice detailing Subscriptions started, FEC tests processed and Mark-ups carried out
      3. The Managing Agent shall invoice The Licensee as followings:
        1. FECPAK G2 Units, Head Units, and any components thereof - upon dispatch of:
        2. Subscriptions - within ten Business Days of the completion of each month.
        3. Sample Processing – with in ten Business Days of the completion of each month
        4. Other services - upon completion of delivery of the service by The Managing Agent or Techion unless otherwise agree by the Parties.
        5. Customer Invoicing – The Licensee shall be responsible for all invoicing and collecting all monies owning to it in relation to the Supply of Licensed Products to its customers.
      4. Commissions: The Licensee will be paid commission for the sale of Licensed Products at the rate of 15% of the value of the subscription each year, , per user for the duration of the subscription.
      5. Mark-ups: Credits for Mark-ups completed by the Licensee as detailed in the Subscription report shall be credited to The Licensee in the Subscription invoice
      6. Dates for payment: The Licensee will pay the monies owing to The Managing Agent as detailed in the invoices by the due date stated on the invoice.
      7. Sales Taxes: All amounts due to The Managing Agent under this Agreement are exclusive of all Sales Taxes in the Territory, if any. When the Licensee pays any amount to The Managing Agent under this Agreement, The Licensee will at the same time pay to The Managing Agent any applicable Sales Taxes on that amount.
      8. Failure to pay: If the Licensee fails to pay any amount payable under this Agreement by the due date for payment:
      9. The Managing Agent may charge interest on the outstanding amount at an annual rate of their choosing as stipulated on the Invoice with interest calculated on a daily basis from the due date until the date of actual payment; and
      10. The Licensee will reimburse The Managing Agent for all costs and expenses that is incurred in connection with any actions or proceedings for recovery of such amounts, including all reasonable accounting costs, legal and attorney costs (on a solicitor and own client basis), court costs, and debt collection costs.

  12. General
    1. The Terms and Conditions of this Agreement will be governed by the Laws of New Zealand.
    2. You will be liable to pay all our costs and expenses (including legal costs) in enforcing these terms and conditions.


TPS (Animal Health Test Pack Service)

  1. Delivery and risk
    1. Unless otherwise stated in writing, all times quoted for delivery are estimates only and Techion shall not be liable for any loss or damage direct or consequential arising from failure to deliver on anticipated or estimated date for delivery.
    2. The Customer shall not be relieved of any obligation to accept or pay for services or goods by reason of any delay in delivery or performance by Techion.

  2. Drawings and specifications
    1. All intellectual property (such as patentable inventions, non patentable processes or know how, data, design, copyright, trade-marks and the like) held by or created by Techion, shall belong to Techion, unless otherwise agreed in writing between the parties involved.

  3. Additional cost
    1. In the event of Techion incurring additional cost by reason of the Customer failing to give Techion sufficient information and/or samples pertaining to the delivery of the goods or services, the service price may be increased at the option of Techion.

  4. Publication
    1. Techion may publicise the service results in a generalised version but shall not make reference to the name, trade-marks or trade names of the Customer.
    2. In the event of Customer publishing an extract from any report or any other results provided by Techion, which it shall be entitled to do with the prior written consent of Techion, Customer shall use its best endeavours to ensure that such extract fairly and reasonably reflects that report or results as a whole and is not misleading or deceptive in any way and that such extract is stated to be an extract only and does not purport to be the full report or Results (as the case may be).
    3. Customer shall not use or make reference to Techion brands and/or trademarks/names in any publication whatsoever, without the prior written consent of Techion

PhenR

  1. Definitions
    1. "Contract" Means the contract formed upon acceptance of this agreement by the Customer or, in the case of an order placed by the Customer or agent of the Customer, means the contract formed upon acceptance by Techion of that order.
    2. "Customer" Means the party named as such in this agreement.
    3. "Contract Price" Means the price set out in this agreement, or such other price as is agreed between the parties.

  2. Payment
    1. Unless otherwise agreed in writing, payment shall be on the 7th day following the date of invoice by Techion.
    2. Techion reserves the right to charge interest for late payment, in which case interest shall be payable at the rate of 2% per month on the outstanding amount.

  3. Delivery and Risk
    1. Unless otherwise stated in writing, all times quoted for delivery are estimates only and Techion shall not be liable for any loss or damage direct or consequential arising from failure to deliver on anticipated or estimated date for delivery.
    2. The Customer shall not be relieved of any obligation to accept or pay for services or goods by reason of any delay in delivery or performance by Techion.
    3. Techion shall not be responsible to Customer for delay or failure in performance of any of the obligations imposed by this Contract, provided such delay or failure has been occasioned by genetic variation, fire, flood, hail, explosion, lightning, windstorm, earthquake, subsidence of soil, failure of machinery or equipment or supply of material, discontinuity in the supply of power, court order, riot, war, strikes, labour disturbances or by any other cause of like or unlike nature which is beyond the reasonable control of Techion.

  4. Reservation of Title
    1. The Customer agrees that:
      1. Ownership of reports, goods or information (“The Goods”) is retained by Techion until full payment of the Contract Price is made by the Customer to Techion regardless of whether the Goods have already been delivered to the Customer or not; and
      2. Until full payment for the Goods is made by the Customer, the Customer shall store the Goods separate and distinguishable from similar goods owned by the Customer, and in a way that allows the Goods to be readily identifiable as Techion’s property.

  5. Drawings and Specifications
    1. Where Techion has specifically reserved copyright and/or any other entitlement to any illustrations, drawings, specifications or other materials supplied by or on behalf of Techion to the Customer, the Customer may not use, reproduce or communicate the contents of them to any third party unless authorised in writing to do so by Techion. This provision does not apply when required for the Customer to implement the Contract. All such illustrations, drawings, specifications and other materials shall be returned to Techion upon completion of the Contract, or earlier at Techion’s request.
    2. All intellectual property (such as patentable inventions, non-patentable processes or know how, data, design, copyright, trademarks and the like) held by Techion at the commencement of the Contract or created by Techion as a result of the Contract shall belong to Techion, unless otherwise agreed in writing between the parties.

  6. Performance
    1. All figures or data supplied by Techion with respect to performance are intended to be bona fide reasonable estimates of all the performance which would be expected in service. Except where performance figures are specifically guaranteed in writing by Techion to be within stated tolerances, Techion accepts no responsibility for failure of any goods or services to meet stated performance figures and any statement as to performance figures whether in writing or otherwise shall not constitute a condition, warranty or representation.
    2. 5
    3. In the event that Techion has specifically guaranteed performance figures, the Customer shall ensure that Techion is given all reasonable time and opportunity to make such modifications or adjustments as it considers necessary to ensure that the goods or services comply with the performance warranty, and the parties specifically acknowledge that Techion will not be in breach of any warranty as to performance until it shall have been given all reasonable time and opportunity to complete the requisite modifications.

  7. Liability
    1. Techion shall not be liable (whether in contract, tort, including negligence, or otherwise) to the Customer for any loss or damage (including but not limited to direct, indirect or consequential loss or damage) arising from the Contract. For the purposes of this clause “indirect or consequential loss or damage” includes loss or reduction of business or profits.
    2. Without prejudice to clause 6.1, the total aggregate liability (whether in contract, tort, including negligence, or otherwise) of Techion for any breach of or other matter arising in relation to the Contract shall not exceed the Contract Price (as described on contract).
    3. The Customer agrees that where the Contract involves the supply of services or goods of a kind ordinarily acquired for personal, domestic, household use or consumption, it is acquiring those services and/or goods for the purposes of a business and the provisions of the Consumer Guarantees Act 1993 shall not apply to those services or goods or the Contract or these standard terms and conditions of contract.
    4. The conditions and warranties implied by the Sale of Goods Act 1908 or by common law or otherwise are expressly excluded.

  8. Indemnity
    1. The Customer shall indemnify Techion and keep Techion fully and effectively indemnified against all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings, and actions which Techion may sustain or incur or which may be brought or established against it by any person and in any case which arise out of or in relation to the performance by Techion of services or delivery of Goods, or by reason of any breach by Customer of any of its obligations under the Contract or any other act or omission of Customer whether or not by reason of any Act, regulation, common law rule, or in equity or otherwise and whether for damages or for other relief.

  9. Cancellation
    1. A Customer order accepted by Techion shall not be cancelled by the Customer except by agreement in writing upon terms agreed between Techion and the Customer including cancellation charges which may be deducted from any advance payments made.

  10. Additional Cost
    1. In the event of Techion incurring additional cost by reason of the Customer failing to give Techion sufficient instructions pertaining to the Contract or delivery of the goods or services, then the Contract price may be increased at the option of Techion.
    2. Techion will on charge to the client any and all costs incurred through the process of Certification.

  11. PUBLICATION
    1. Techion may after 12 months publicise the results in a generalised version but shall not make reference to the name, trade marks or trade names of the Customer.

  12. General
    1. The benefit of the Contract shall not be assigned by the Customer without the prior written consent of Techion
    2. The Contract shall be deemed to have been entered into in New Zealand and shall be governed by the laws of New Zealand
    3. Any dispute between the parties which has not been settled by full and frank discussion may (after giving thirty days notice) be referred by either party to arbitration in accordance with the provisions of the Arbitration Act 1996 by an arbitrator appointed by the President for the time being of the New Zealand Law Society. Judgment on the award rendered may be entered in any Court having jurisdiction.
    4. Any waiver by Techion of any rights arising from the Contract shall not be construed as a continuing waiver or a waiver of other breaches of the same or other terms of the Contract by Customer. No delay or forbearance by Techion shall be construed as a waiver of Techion’s rights.
    5. Nothing in the Contract shall create a partnership or agency between the parties except as expressly provided.
    6. The Contract sets out the entire agreement and understanding between the parties relating to the subject matter and no modifications or amendments shall be effective unless made in writing and signed by the parties.
    7. Nothing in the Contract shall prevent Techion from providing the same or similar services to any other party.
    8. In the event of Customer publishing an extract from any report or any other Results, which it shall be entitled to do with the prior written consent of Techion, Customer shall use its best endeavours to ensure that such extract fairly and reasonably reflects that report or that Result as a whole and is not misleading or deceptive in any way and that such extract is stated to be an extract only and does not purport to be the full report or Results (as the case may be).
    9. The Customer authorises SIL (Sheep Improvement Limited) or other parties holding data or information relevant to this agreement to provide it to Techion or AgResearch upon request. All costs associated with the provision of the requested data being met by Techion and/or AgResearch.


DrenchSmart Agreement: Sheep

  1. Role of all Parties involved
    1. The “Service Provider” will deliver the equipment, testing services and analysis of the data collected in order to produce a DrenchSmart Report.
    2. The “Contractor” will deliver the drench products required for assessment. They will also assist in the initial set up and the Day One sample collection and train the “Customer” to collect the Day Ten samples.
    3. The “Customer” will provide animals, yards and pens, weigh scales, assistance with the initial collection and will be the sole collector of the Day Ten post drench samples.

  2. Confidentiality of DrenchSmart Results
    1. “Confidential Information” shall mean all information and documentation, which may be disclosed or obtained in relation to this agreement.
    2. Each party agrees to receive, protect and maintain the Confidential Information in confidence and shall only disclose such information to its directors and employees as shall be absolutely necessary for this agreement, and shall otherwise not use it in any way without the other parties prior written consent. Each party agrees to ensure that any recipient of the Confidential Information is bound by a similar agreement to maintain confidentiality.
    3. Scientific data that does not identify the Customer may be used in any way by Techion or third parties for research purposes only.
    4. The obligations of confidentiality in this agreement shall continue unless the Confidential Information enters the public domain (except to breach or default by either party). The obligations of confidentiality shall not apply to Confidential Information which is:
      1. already in the public domain
      2. already known from a source not in breach of confidentiality obligations
      3. required to be disclosed by law

  3. FECRT Limitations
    1. The DrenchSmart protocol requirement for the starting FEC is a minimum of 500 epg, with a preferred starting FEC of 700-800 epg. A starting FEC of 500 epg or higher is required to be able to deliver the DrenchSmart Reduction Results with a high level of confidence. Permission needs to be granted by Techion staff to enable a DrenchSmart submission to proceed if a starting FEC of 500 epg has not been achieved.
    2. A Larval Culture involves the hatching of parasite eggs in a sample to identify parasite species present. Intentions are to always identify species where resistance has occurred, however there can be difficulties involved with an egg hatching procedure. As a result it is not always possible to identify the species present.
    3. Sample collection protocols and equipment have been designed to protect the sample from degradation during collection and transportation. Where equipment or procedures have not been followed, or events beyond control occur, no responsibility can be taken for the sample quality prior to reaching the Techion laboratory.
    4. All results are based on the conditions and parasite species present at the time of collection. This evaluation will produce a “moment in time” interpretation. Recommendations are that regular monitoring be an integral part of an ongoing parasite management programme.
    5. The views and interpretations expressed in the DrenchSmart Report are that of Techion and are not claimed to be the only interpretation.


DrenchSmart Agreement: Cattle

  1. Role of all Parties involved
    1. The “Service Provider” will deliver the equipment, testing services and analysis of the data collected in order to produce a DrenchSmart Report.
    2. The “Contractor” will deliver the drench products required for assessment. They will also assist in the initial set up of the first sample collection and train the “Customer” to collect the Day Fourteen samples.
    3. The “Customer” will provide animals, yards and pens, weigh scales, assistance with the initial collection and will be the sole collector of the 14 day post drench samples.

  2. Agreement on Drench Selection
    1. I, the “Customer”, understand that the selection I make overleaf as to which drench options I would like to assess on my property engages me in an agreement to complete the work outlined and commitment to any associated costs as outlined by the “Contractor”.

  3. Confidentiality of DrenchSmart Results
    1. “Confidential Information” shall mean all information and documentation, which may be disclosed to, or obtained by one party to the other in relation to this agreement.
    2. Each party agrees to receive, protect and maintain the Confidential Information in confidence and shall only disclose such information to its directors and employees as shall be absolutely necessary for this agreement, and shall otherwise not misuse it in any way without the other parties strict prior written consent. Each party agrees to ensure that any recipient of the Confidential Information is bound by a similar duty of confidentiality as the parties to this agreement.
    3. Each party shall not disclose any Confidential Information to any third party without the prior written consent of the other party. However, it is agreed that scientific data that does not identify the Customer may be used in any way by Techion or third parties for research purposes only.
    4. The obligations of confidentiality in this agreement shall continue until the Confidential Information enters the public domain (except to breach or default by either party). The obligations of confidentiality shall not apply to Confidential Information which is:
      1. already in the public domain,
      2. is already in the possession of either party from a source not in breach of confidentiality obligations,
      3. is required to be disclosed by law.

  4. FECRT Limitations

    1. The DrenchSmart protocol for the starting FEC is a minimum of 100 epg, with a preferred starting FEC of 150epg. While all endeavors are made to have all animals involved with the evaluation at 100 epg or higher, due to natural composite mob FEC distribution some animals or treatment groups may have FEC’s lower than the optimal 100 epg minimum. A starting FEC of 100 epg or higher is required to be able to deliver the DrenchSmart Reduction Results with a high level of confidence.
    2. A Larval Culture involves the hatching of parasite eggs in a sample to identify parasite species present. Intentions are to always identify species where resistance has occurred, however there can be difficulties involved with an egg hatching procedure. As a result it is not always possible to identify the species present.
    3. Sample collection protocols and equipment have been designed to protect the sample from degradation during collection and transportation. Where equipment or procedures have not been followed, or events beyond the parties control occur, no responsibility can be taken for the sample quality prior to reaching the Techion Laboratory.
    4. All results are based on the conditions and species present at the time of collection. This evaluation will produce a “moment in time” interpretation. Recommendations are that regular monitoring be an integral part of an ongoing parasite management programme.
    5. Due to known issues regarding the application of some anthelmintics, only the Oral formulations will be provided with a “drench resistance” status. Where anthelmintics were administered via ‘Pour On’ and/or ‘Injection’ the results will be provided based on the “Kill Result” obtained within the assessment.
    6. The views and interpretations expressed in the DrenchSmart Report are that of Techion and are not claimed to be the only interpretation.



Our associates

  • Sainsbury's
  • Alliance Group
  • AFFCO
  • University of Otago
  • 1000 Minds
  • Sirona
  • Bristol University
  • SCOPS
  • Silver Fern Farms
  • Universiteit Ghent
  • AgResearch
  • Donaghys
  • Innovis

New Zealand, Techion
Invermay Agriculture Centre
Block A, 176 Puddle Alley, Mosgiel, 9092, New Zealand
0800 332 725
+64 3 477 7555
mail@techiongroup.co.nz

UK and Europe, Techion
Peithyll Centre, Capel Dewi, Aberystwyth, SY23 3HU, Wales
+44 0 1970 821 918
uk@techiongroup.com

Australia, Dawbuts Animal Health
9 Mitchell Street, Camden, New South Wales, 2570, Australia
+61 2 4655 6464
admin@dawbuts.com