General T&Cs of Sale | GO Healthy New Zealand

Nestle Health Science New Zealand (NHSc) │General Terms and Conditions of Sale (Version 2, 11 September 2025)

These Terms shall govern the supply of all Products and services by NHSc to the Customer, except to the extent that such Terms are specifically stated to be varied or overridden in a separate, signed agreement between NHSc and the Customer.

DEFINITIONS
1. In this document the following words shall have the following meanings:
“Customer” means the organisation or person that purchases goods from NHSc;

"List Price" means the price specified for particular Products in any price list notified by NHSc to the Customer from time to time and less any applicable discount to that price as may be agreed in writing by NHSc;

“Products” means the articles to be supplied by NHSc;

“NHSc” means Go Healthy New Zealand Limited trading as Nestle Health Science.

“Terms” means these NHSc General Terms and Conditions of Sale and any amendment from time to time.
ORDERS AND ACCEPTANCE

2.1    Any quotation provided by NHSc shall not constitute an offer. Any Order submitted by the Customer shall constitute an offer. If the Order is accepted, these Terms, together with an Order, shall constitute our agreement for the supply of Products (“Contract”). In the case of any conflict, these Terms take precedence over the terms of any Order.

2.2.   NHSc may accept (in whole or in part) any Order or decline any Order, subject to availability of Products or in its sole discretion. NHSc reserves the right to withdraw or modify any Products from its catalogue at any time.

2.3.   Orders must be placed on the basis of the packaging standard notified by NHSc for the relevant Products. If the quantities ordered are non-standard, NHSc may decline the Order and request that the Customer adjust the Order to the nearest packaging standard. Orders below the minimum order value (excluding GST) contained in the relevant NHSc Price List will not be accepted.

2.4.   The Customer agrees to purchase Products marketed under the “Go Healthy”, “Solgar”, “Optifast”, “Vital Proteins”, “Sustagen” or any other NHSc brand exclusively from NHSc or a wholesale merchant for the Products authorised by NHSc. The Customer shall immediately report to NHSc where it notices Products being offered to the Customer or any similar business other than by NHSc or its authorised wholesale merchant.

2.5.   The Customer shall be responsible for ensuring the accuracy of the details of any order placed by the Customer, and NHSc is not obligated to offer the Buyer a refund for any over order of Products or otherwise amend any incorrect order.

2.6    The Customer acknowledges and agrees that if the Customer sells the Products outside New Zealand, the Customer must obtain its own independent advice and is responsible for ensuring such Products comply with all laws and regulations applicable to any import, sale, supply, distribution or marketing of the Products outside New Zealand.
DELIVERY

3.1. Arrival dates and times quoted to the Customer are guidelines only. NHSc will use reasonable endeavours to arrange for delivery by any proposed arrival date but, to the extent permitted by applicable law, delays shall not entitle the Customer to cancel the sale, reject the Products, or claim any damages against NHSc.

3.2. NHSc reserves the right to make part deliveries of the Order, and each part delivery shall constitute a separate Contract. Failure to make delivery of the total Order shall not invalidate any Contract.
INSPECTION, DEFECTS AND CLAIMS

4.1.   Upon receipt of the Products, the Customer shall inspect the Products and note any discrepancy, visible defect and/or damage to the Products on the delivery notice or the carrier's form. The Customer shall notify the NHSc Customer Service Department with evidence of such discrepancy, visible defect and/or damage to the Products promptly after receipt of the Products (“Claim”).

4.2.   If a signed proof of delivery has been obtained by the carrier sent on behalf of NHSc, no Claim will be accepted by NHSc for missing parcels/cartons of Products within a delivery.

4.3.   NHSc and the Customer will work collaboratively to determine the cause of the Claim, For any Claim caused by NHSc or its agents, NHSc shall at its sole discretion either replace at its expense the missing, defective and/or damaged Products or issue a credit note in favour of the Customer for the amount of the missing, defective and/or damaged Products. The Customer may (in its discretion) return Products delivered in excess to NHSc or elect to accept such Products, in which case NHSc will invoice the Customer for such additional accepted Products.

4.4    All Products are sold on a firm sale basis, and NHSc will not take back any Products not required or sold by the Customer, unless otherwise agreed in writing by NHSc or otherwise contemplated by these Terms, in which case the following terms apply. Any Product which: (a) bears or has borne price stickers or has been damaged or defaced by the Customer in any way; or (b) has been stored in conditions that are inconsistent with label directions or incompatible with its nature; or (c) is not in a re-saleable condition; or (d) has less than a minimum of 12 months shelf life (from expiry date), unless expressly agreed otherwise by NHSc, will not be accepted for return by NHSc.

4.5.   In the event of any recall, withdrawal or similar action affecting any of the Products (whether initiated by NHSc, a regulator or any other person), the Customer must provide all assistance reasonably required by NHSc in relation to such an action (which will be at NHSc's reasonable cost, except to the extent that the recall or withdrawal has been caused by any breach of these Terms by, or negligence or other fault of, the Customer).

5.      PRICES

5.1.   Unless otherwise agreed in writing between the parties, the price payable for the Products will be the List Price at the time the Order is placed, plus any applicable taxes including Goods and Services Tax (“GST”). The Customer acknowledges that the Product price takes into account the applicability of the exclusions and limitations NHSc liability under these Terms.5.2              If a price is stated as a Recommended Retail Price in a price list or other NHSc publication, it is a recommended price only and there is no obligation on the Customer to comply with the recommendation made by NHSc.

5.3.   Any handling, freight or other expenses will be payable in addition to the price by the Customer, including any Customer request for special delivery, unless agreed otherwise in writing.

6.      INVOICING & PAYMENTS

6.1.   Credit terms may be offered to the Customer in respect of one or more Contracts subject to satisfactory credit vetting of the Customer by NHSc. The offer of credit will be at the discretion of NHSc and will be subject to such reasonable conditions as NHSc may require (including requiring payment of a deposit on order of Goods) under these Terms.

6.2    Where credit is offered, payment is to be made in full to NHSc, without set-off, deduction or counterclaim of any kind, by the 20th of the month following the date of the invoice, unless otherwise agreed in advance with NHSc in writing. Payment is required by electronic bank transfer to NHSc’s nominated bank account specified on the invoice. The Customer must ensure that their NHSc customer number is included in the payment reference field so that the payment is attributed correctly.

6.3.   If any invoice is not paid in full on or by the due date or the Customer suffers an insolvency event (without limiting any other rights NHSc may have), NHSc may:

(a) require payment in advance of delivery in relation to any further Products ordered by the Customer or Products not yet delivered to the Customer;

(b) refuse to make delivery of any undelivered Products without incurring any liability whatever to the Customer for non-delivery or any delay in delivery;

(d) recover any Products from the Customer which have not been paid for;

(e) charge the Customer interest on unpaid amounts calculated and compounded daily from the due date until the date upon which it is actually received by NHSc, at a rate of 2% above the current overdraft rate at NHSc’s principal trading bank; and/or

(f) charge the Customer for all of NHSc’s reasonable costs and expenses (including debt collection and legal fees) in recovering the overdue amount(s) from the Customer.

7. RISK AND TITLE

7.1. Risk of any loss, damage or deterioration to Products shall be borne by the Customer from the time at which the Products leave NHSc’s premises for collection or delivery to the Customer. If the Customer refuses to take delivery as agreed, NHSc shall be entitled to charge the Customer for any reasonable transportation, storage or other costs it incurs.

7.2. Legal title and beneficial ownership in the Products shall remain with NHSc until NHSc receives all monies payable for those Products. Until such time, the Customer must:

(a) store the Products in such a manner that they are clearly identified as the property of NHSc, and not permit the Products to become mixed or commingled with any other property;

(b) insure the Products; and

(c) ensure the Products are properly maintained in the condition in which they were delivered and shall make good any damage or deterioration.

7.3 Until title in the Products has passed to NHSc, NHSc and its agents may demand the return of the Products and shall be entitled to enter the Customer’s premises on reasonable notice in order to search for and remove the Products.

8. PERSONAL PROPERTY SECURITIES ACT 1999 (“PPSA”)

8.1. The Customer grants a security interest (as that term is defined in the PPSA) (“Security Interest”) in all Products supplied by NHSc to the Customer (and all proceeds of those Products) as security for payment of all amounts owing by the Customer to NHSc and in respect of any obligations owing by the Customer to NHSc from time to time. The security interest granted in relation to Products (and proceeds) will be deemed to be released in relation to a particular Product upon receipt by NHSc of all of the payments due in relation to that Product.

8.2 The Customer undertakes to:

(a) promptly do all things, fulfil all requirements, sign any documents and/or provide any information NHSc may reasonably require to allow it to register and maintain its security interests (including by registration of a financing statement);

(b) not register a financing statement or a change demand without NHSc’s prior written consent; and

8.3 The Customer agrees to irrevocably nominate and appoint NHSc or a nominee or agent as the Customer’s true and lawful attorney to perform all necessary acts required to give effect to these provisions in this clause 8.

8.4 The Customer waives any right to receive a copy of a verification statement under the PPSA. The Customer also agrees to waive any rights it may have under sections 114(1)(a), 116, 120(2), 121,125, 126, 127, 129, 131, 133 and 134 of the PPSA to the extent permitted by law.

9. POINT OF SALE AND SAMPLE MATERIAL.

All advertising and display material, counters, display units, equipment, and product samples (“P.O.S and Sample Material”) supplied without charge by NHSc to the Customer shall be and remain the exclusive and identified property of NHSc and shall be withdrawn from display and/or returned to NHSc promptly upon request. The Customer shall have possession of the P.O.S and Sample Material as bailee only and shall use the P.O.S and Sample Material in accordance with the guidelines communicated by NHSc from time to time. No competitor products shall be displayed in conjunction with the P.O.S and Sample Material. Apart from normal wear and tear, the Customer must maintain the P.O.S and Sample Material in good condition. The P.O.S and Sample Material is not transferable and cannot be altered, defaced, on-sold or destroyed by the Customer without the express consent of NHSc. The P.O.S and Sample Material must not be removed from its existing location or placed in a new location without the express written consent of an authorised NHSc representative. Where this clause is breached, the Customer shall compensate NHSc equal to the book value of that P.O.S and Sample Material.

10. INTELLECTUAL PROPERTY.

10.1. All of NHSc’s intellectual property (including any patents, trademarks, brands, copyright, and other technical information) shall remain the property of NHSc and its affiliates and licensors. The Customer agrees that it shall not use such NHSc intellectual property in any manner whatsoever without the prior written consent of an authorised NHSc representative.

10.2. NHSc firmly prohibits any form of product diversion, counterfeiting or tampering with NHSc Products, product packaging, trademarks, or presentations. The Customer shall immediately advise NHSc of any such infringements or threatened infringements that come to its knowledge.

11. FORCE MAJEURE

11.1 If either party is prevented from performing any of its obligations (other than an obligation to pay) in respect of any Contract by any circumstances outside its reasonable control (including but not limited to strikes, labour disputes, supply problems, supplier or carrier defaults, fire, accidents, industrial or political activities, or any natural disaster), further performance of the relevant Contract shall, at he option of the party so prevented, either be suspended for as long as such party is so prevented or, cancelled.

12. LIMITATION OF LIABILITY

13.1. The parties acknowledge that they are supplying and acquiring the Products in trade (as defined in the following statutes). The provisions of the Consumer Guarantees Act 1993 (“CGA”) and sections 9, 12A, 13 and 14(1) of the Fair-Trading Act 1986 (or any successor legislation) do not apply to the obligations of NHSc under, and the parties agree that it is fair and reasonable that such provisions are contracted out of for the purposes of, these Terms. Customer shall indemnify NHSc for any loss it suffers as a direct result of the Customer’s (i) failure to contract out of the CGA where legally permitted or (ii) breach of any law in connection with the resupply of the Products.

13.2 To the maximum extent permitted by law and subject to clause 13.5:

(a) any warranties, conditions, descriptions, representations or other terms, express or implied, statutory or otherwise, in respect of the Products provided under a Contract are excluded, other than those expressly set out in these Terms, including without limitation, any term relating to fitness for purpose or fitness for any particular purpose;

(b) NHSc shall not be liable for any special, indirect, or consequential loss, loss of profits, revenue, anticipated savings, contracts, business, opportunity or goodwill;

(c) NHSc’s liability in respect of each Contract will be limited to the lesser of the price of the Products ordered or the cost of replacing defective Products;

(d) NHSc’s liability in respect of any discrepancy, visible defect and/or damage to the Products will be limited as described in clause 4.

13.3. The exclusions and limitations set out in this clause 13 apply to any loss caused by or arising out of any refusal, suspension or cancellation of any Order (regardless of whether it was accepted or delivered in whole or in part or not at all) or any breach of contract, tort (including negligence), breach of statutory duty or otherwise.

13.4. NHSc shall not be liable to the Customer for any loss, damage, cost, expense or other claim, arising from the Products being handled, stored in conditions or used in a way that is inconsistent with label directions or incompatible with their nature.

13.5. Nothing in these Terms or any Contract will exclude or limit any liability of NHSc that cannot be excluded or limited by law.

14. CONFIDENTIALITY

14.1 Each party (“Receiving Party”) shall, and shall ensure that its employees, agents, advisors, and subcontractors shall, keep confidential all information of the other party (“Disclosing Party”) that relates to its business, Products, pricing, promotions, and trade terms, or that is marked, indicated or ought reasonably to be known to be confidential, except where and to the extent the information is publicly available, or disclosure is permitted by the Disclosing Party or compelled by applicable law. The Receiving Party will, on request, destroy or return any of the Disclosing Party’s confidential information.

15. DEALING WITH PRODUCTS

15.1. The Customer must obtain and maintain all other permits, licences, approvals and certifications that are necessary for the purchase, receipt of delivery, handling, storage, transportation, supply and sale of the Products in accordance with applicable laws.

15.2. The Customer must at all times handle, store, transport, supply and sell the Products in accordance with all requirements specified on the labelling or packaging of the Products, or as otherwise notified in writing by NHSc, and in accordance with all applicable laws.

15.3. Without limiting any of its other obligations under these Terms, the Customer must ensure that any information provided to consumers about any of the Products is consistent with the labelling of the Products and other written information provided by NHSc from time to time, and otherwise in accordance with all applicable laws.

16. GENERAL

16.1. These Terms, any Contract, and any related disputes or claims shall be governed by New Zealand law, excluding the United Nations Convention on Contracts for the International Sale of Goods. The New Zealand courts have non-exclusive jurisdiction to settle such disputes or claims.

16.2 Notwithstanding clause 16.1, either party may, at its option, require that any dispute or claim is referred to arbitration instead where it shall be finally resolved in accordance with New Zealand law and the current Arbitration Protocol of the Arbitrators' and Mediators' Institute of New Zealand Inc (AMINZ). The arbitration shall be by one arbitrator to be agreed upon by the parties and if they should fail to agree within twenty-one (21) days from the date upon which the dispute arises then the arbitrator will be appointed by the President of AMINZ. The place of the arbitration shall be Auckland, New Zealand, and the proceedings in English.

16.3. These Terms and each Contract contains the entire understanding between the parties regarding its subject matter and supersedes all prior agreements, understandings, negotiations, proposals and other representations, verbal or written, in each case relating to such subject matter.

16.4. In the event that any of the provisions of these Terms or a Contract is held by a Court of competent jurisdiction to be unenforceable, such provisions shall be replaced with a provision that is enforceable and which most closely reflects the intentions of the parties, and the remaining provisions shall remain in full force and effect.

16.5. NHSc failure to enforce any term of any Contract at any time or for any period of time shall not constitute a waiver of such term and shall in no way affect its right to enforce it.

16.6. NHSc may assign, transfer or subcontract any of its rights, interests or obligations under this agreement or any Contract to any related company. Customer must not novate, assign or otherwise transfer any or all of its rights, interests or obligations under this agreement or any Contract without NHSc’s prior written consent (not to be unreasonably withheld).

16.7 The Customer must promptly notify NHSc in writing of any change to the Customer’s legal trading entity. Until such change has been approved, any outstanding debt will remain the sole responsibility of the account holder. This clause does not apply to a customer listed on any stock exchange.

16.8. As a distributor of wholesale goods, NHSc’s policy is to supply retail businesses at its sole discretion. In order to protect its brands, NHSc may:

(a) establish, maintain, and publish a list of Authorised New Zealand Retailers of its products and will publish this list on its websites; and

(b) only supply its products to the Authorised New Zealand Retailers who shall be the only retailers permitted to retail NHSc New Zealand products. The Authorised New Zealand Retailers shall not on-supply NHSc products to any other retailer without NHSc’s prior written consent.

16.7 Nothing in these Terms shall be construed as establishing or implying any partnership or joint venture between the parties or constituting either of the parties as the agent of the other.

16.8 NHSc may amend these Terms from time to time by giving the Customer a copy of the new terms. However, any amendments to the Terms will only apply to Contracts formed after the date of that amendment.