Terms of service
Testing Core - Terms and Conditions of Sale and Website Use
A trading division of WECAN Consulting Limited · NZBN 9429030500198 · Auckland, New Zealand
These Terms are written primarily for business-to-business sales. Testing Core sells technical, scientific, and industrial testing equipment to businesses that use the Goods in their trade, including manufacturing, testing, engineering, laboratory, construction and other commercial operations. By ordering Goods from Testing Core, you confirm that you are buying in trade for business purposes and are a Business Customer as defined below. In the rare case that you are buying as a Consumer, section 4.2 preserves any rights that New Zealand law does not allow us to exclude.
1. About these Terms and who we are
1.1 This website and online store (the "Site") and the products sold through it are operated by WECAN Consulting Limited, NZBN 9429030500198, trading as Testing Core ("Testing Core", "WECAN", "we", "us" or "our"). Our contact details are set out in section 25.
1.2 These Terms and Conditions of Sale and Website Use ("Terms"), together with our Refund Policy, Privacy Policy and any other policy or document expressly referred to in these Terms, form the agreement between you and us when you access the Site or purchase Goods from us. By accessing the Site, placing an order, requesting or accepting a quotation, or purchasing Goods from us, you agree to these Terms.
1.3 Order of precedence
If we have entered into a separate written supply agreement with you, or issued a written quotation containing specific terms that we have accepted, that agreement or quotation prevails over these Terms to the extent of any inconsistency. Otherwise, these Terms apply in full. Any terms you seek to impose, including terms contained in a purchase order, procurement document or similar document, do not apply and are expressly rejected unless we expressly agree to them in writing.
1.4 Changes to these Terms
We may change these Terms from time to time by posting an updated version on the Site. The Terms that apply to your order are those in force when we accept your order.
1.5 We are a reseller
Testing Core is an online reseller and distributor of equipment made or supplied by third-party manufacturers and suppliers. We sell to you as principal and your contract for the Goods is with us, but we do not manufacture the Goods. The Goods are made or supplied by the relevant Manufacturer and may be supplied with the Manufacturer's specifications, documentation and, where applicable, warranty. Except for our express obligations in these Terms and any rights that cannot be excluded by law, the Manufacturer's specifications and warranty are your primary protection in relation to the Goods themselves, as described in sections 12 and 14.
2. Definitions
In these Terms:
"Business Customer" means a Customer who acquires Goods for the purposes of a business or otherwise in trade - including for use or consumption in its business, in the production or manufacture of other goods, or for resupply - and not as a Consumer. Unless you tell us otherwise in writing and we accept it, you are treated as a Business Customer.
"CGA" means the Consumer Guarantees Act 1993.
"Consumer" has the meaning given to that term under the CGA.
"Customer", "you" or "your" means the company, business, organisation, partnership, trust, government entity or other legal or commercial entity purchasing or seeking to purchase Goods from us, together with its authorised representatives.
"FTA" means the Fair Trading Act 1986.
"Goods" means the products and any related services we supply to you.
"Manufacturer" means the manufacturer or original supplier of the Goods.
"PPSA" means the Personal Property Securities Act 1999.
"Supplier" means any third-party manufacturer, distributor, wholesaler or fulfilment provider from which we source the Goods.
3. Using our website
3.1 We have taken care to describe and picture our Goods accurately, but on-screen colours and appearance may vary from the actual Goods depending on your device. Product descriptions, specifications and pricing may change at any time, and we may discontinue or limit the availability of any Goods.
3.2 The Site, and all text, images, graphics, logos, trademarks and other content on it, are owned by or licensed to us and are protected by law. You may use the Site for your own lawful business purposes only. You must not copy, reproduce, republish, scrape, harvest, resell or commercially exploit any part of the Site, or interfere with its security or operation, without our prior written consent.
3.3 You are responsible for the security of any account you create and for the accuracy of the information you give us. You must not misuse the Site, transmit malicious code, impersonate any person, or use it in a way that could damage or disrupt it.
3.4 Automated agents
If you use any automated or AI agent to access or interact with the Site, it must identify itself as an agent in its requests, must not conceal that it is automated or circumvent our access controls, and must comply with any restrictions we impose. We may limit or block automated access.
3.5 The Site and its content are provided for general information. To the maximum extent permitted by law, we do not warrant that the Site will be uninterrupted, secure or error-free, and any reliance you place on Site content is at your own risk, subject to section 14.
3.6 Website hosting and security. Our Site is hosted and operated on the Shopify platform, and we rely on Shopify and other third-party providers for hosting, infrastructure, security and other technical services relating to the Site. While we and our providers take reasonable steps to protect the Site, no website, platform or transmission over the internet is completely secure, and we do not warrant that the Site will be free from unauthorised access, hacking, viruses, malware, data breaches, interruption or other security incidents. To the maximum extent permitted by law, and subject to section 14.1, we are not liable for any loss or damage arising from: (a) any unauthorised access to, hacking of, or interference with the Site or your data; (b) any act, omission, outage, security incident or failure of Shopify or any other third-party platform or provider; (c) any virus, malware or malicious code; or (d) the way the Site is built, configured, operated or used. You are responsible for keeping your account credentials secure and for using appropriate protections on your own devices and systems. Nothing in this clause limits any liability or rights that cannot be excluded by law, and in relation to personal information our obligations under the Privacy Act 2020 and our Privacy Policy continue to apply.
4. Basis of sale - business customers
This section establishes the legal basis on which Testing Core sells Goods to Business Customers.
4.1 Business Customers - our default basis of sale
TestingCore supplies testing, inspection and analysis equipment to businesses to assist them in their workflows. By placing an order you represent and warrant that you are acquiring the Goods in trade for the purposes of a business, including for use or consumption in your business, that the Goods are not of a kind ordinarily acquired for personal, domestic or household use, and that you are not acquiring them as a Consumer. The parties expressly agree that the CGA does not apply to the supply to the fullest extent permitted by section 43(2) of the CGA. In any event, because both you and we are in trade, you agree - and agree that it is fair and reasonable - that:
• (a) the CGA does not apply to the supply, to the fullest extent permitted by section 43(2) of the CGA;
• (b) sections 9, 12A, 13 and 14(1) of the FTA do not apply to the supply, as permitted by section 5D of the FTA;
• (c) the terms, conditions and warranties that would otherwise be implied by the Contract and Commercial Law Act 2017 and at common law, including as to merchantability, acceptable quality, fitness for purpose and correspondence with description, are excluded to the fullest extent permitted by law; and
• (d) your sole rights and remedies in relation to the Goods are those expressly set out in these Terms and in any applicable Manufacturer's warranty, subject always to rights and liabilities that cannot lawfully be excluded.
The parties acknowledge that the Goods are technical and commercial products and that the Customer is acquiring them for commercial purposes.
4.2 Consumers - fallback
These Terms are not intended for consumer sales and we do not knowingly sell to Consumers. If, exceptionally, you acquire Goods as a Consumer under the CGA, then the guarantees and rights the CGA and FTA give you cannot be excluded and are not affected by section 4.1 or by the liability limits in these Terms. In that case those provisions apply to you only to the extent they do not contravene the CGA or FTA, and your statutory rights sit alongside any Manufacturer's warranty and our Refund Policy.
4.3 Customer responsibility for status
You are responsible for correctly identifying your status. If you buy Goods for business use, on-sell them, or use them up in a business, you are a Business Customer and section 4.1 applies, subject to applicable law.
5. Products, descriptions and suitability
5.1 The Goods we sell are testing, inspection and analysis equipment. Any written specification, quotation or datasheet we give you prevails over general marketing material to the extent of any inconsistency.
5.2 Product suitability
You are responsible for selecting Goods suitable for your intended purpose, including checking their specifications, capacity, ratings, dimensions, power, environmental and safety requirements, and compatibility with your existing equipment, facilities and processes. You acknowledge that you do not rely on our skill or judgement as to suitability unless we confirm suitability for a stated purpose in writing.
5.3 Performance figures, tolerances and estimates provided by us or a Manufacturer are indicative only unless expressly guaranteed in writing.
5.4 Manufacturing and production outcomes
The Customer acknowledges that Testing Core does not guarantee that any Goods will achieve a particular manufacturing, production, testing, quality-control, engineering, laboratory or commercial result unless that result is expressly warranted by Testing Core in writing. The Customer is responsible for validating and qualifying the Goods for its intended application before relying upon them in production, testing or other critical operations.
5.5 Technical information
Any technical information provided by Testing Core is provided for general informational purposes unless expressly stated otherwise in writing. The Customer remains responsible for obtaining any engineering, scientific, laboratory, regulatory, safety or other professional advice required for its intended application.
6. Orders and acceptance
6.1 When you place an order you are making an offer to buy. No contract is formed until we accept your order by written confirmation and, where required, have received payment or approved credit. We may accept or decline any order at our discretion, including where Goods are unavailable, where there has been a pricing or description error, or where we cannot verify your details.
6.2 We may be unable to change or cancel an order once accepted. Any cancellation you request is subject to our agreement and to your paying our reasonable costs arising from the cancellation and, for special-order or custom Goods, the full price.
7. Prices, GST and payment
7.1 Prices are in New Zealand dollars. Unless stated otherwise, prices are [GST-inclusive], and exclude delivery, installation, insurance, and any duties or charges, which are added at checkout or on your quotation.
7.2 The price for your order is the price confirmed in our order acceptance. Prices, discounts and promotions may change at any time before your order is accepted.
7.3 Payment terms are as stated at checkout or on your invoice. Unless we agree credit terms in writing, payment is required before we dispatch the Goods. Overdue amounts may incur interest at [24]% per annum, calculated daily, and you must pay our reasonable costs of recovery, including debt-collection and legal costs, to the extent permitted by law.
7.4 If a Good is listed at an incorrect price or with incorrect information due to an error, we may cancel or correct the order even after it is placed, and will refund any amount you have paid for a cancelled order.
8. Delivery, inspection and the 7-day notice
You have 7 days from receiving the Goods to notify us of any problem. This is a key condition of doing business with us - please inspect promptly.
8.1 Delivery dates and lead times are estimates only. To the maximum extent permitted by law, we are not liable for any loss arising from delay in, or failure of, delivery caused by a carrier, customs, a Manufacturer, or any cause beyond our reasonable control.
8.2 Inspection and 7-day notice
You must inspect the Goods promptly on receipt. You must notify us in writing of any shortage, incorrect item, transit damage, defect, or any warranty or non-conformity issue within 7 days after you receive delivery, giving reasonable detail. If you do not notify us within that period, then to the maximum extent permitted by law the Goods are treated as rights and any continuing Manufacturer's warranty) we have no further liability for the matter.
8.3 On receiving a valid notice under section 8.2, we will handle the claim under section 12 (warranties) and our Refund Policy. Do not return any Goods without first obtaining our authorisation. You are responsible for safe packing and, unless the claim is accepted, return freight.
9. Overseas sourcing and direct fulfilment
9.1 We may source Goods from Manufacturers, Suppliers and fulfilment providers located in New Zealand or overseas, including Australia, Canada and other countries.
9.2 We may arrange for Goods to be shipped directly to you from an overseas Manufacturer, Supplier or fulfilment provider.
9.3 The use of overseas or direct fulfilment does not create any direct contractual relationship between you and the relevant Manufacturer or Supplier unless separately agreed in writing; your contract for the Goods remains with us.
9.4 Where your order involves import into New Zealand, you may be responsible for customs duties, taxes, import and clearance charges, port and inspection charges, and other border costs, except to the extent the applicable quotation or agreed delivery terms allocate those costs to us.
9.5 Where Incoterms® or other international delivery terms apply, they will be specified in the applicable quotation or order documentation and will govern the allocation of delivery responsibilities, costs and the passing of risk for that shipment, prevailing over section 10 to the extent of any inconsistency for that shipment.
9.6 You must provide all information we reasonably require for customs clearance, import and delivery.
10. Risk and ownership (title)
10.1 Risk
Risk in the Goods passes to you on delivery to the address you nominate, or to your nominated carrier if you arrange collection. You should insure the Goods from that point.
10.2 Ownership - retention of title
Legal and beneficial ownership of the Goods does not pass to you until we have received full payment of all amounts you owe us. Until then:
• (a) you hold the Goods as bailee, must store them so they are identifiable as ours, and must keep them insured;
• (b) if you on-sell the Goods before paying us, you hold the proceeds on trust for us to the value of the amount you owe; and
• (c) we may, on reasonable notice and to the extent permitted by law, enter premises where the Goods are kept to inspect or recover them if you have not paid on time.
10.3 PPSA
These Terms create a security interest in the Goods and their proceeds in our favour under the PPSA. You agree we may register a financing statement, and you will do what we reasonably require to perfect and maintain that security interest. To the extent permitted by section 107 of the PPSA you waive your rights under sections 114(1)(a), 116, 120(2), 121, 125, 126, 127, 129 and 131 of the PPSA, and your right to receive a copy of any verification statement.
11. Installation, commissioning and use
This section addresses damage to your other equipment. Please read it before installing or using the Goods.
11.1 Supply only
Unless we expressly agree in writing to install or commission the Goods, we supply Goods on a supply-only basis. Installation, commissioning, connection, calibration and integration with your other equipment are your responsibility and at your cost and risk.
11.2 Installation by you or a third party
Where you or a third party, including any installer we merely recommend, installs, connects, modifies or commissions the Goods, we are not responsible for that work or for any loss or damage - including damage to your machinery, equipment, facilities, materials or stock - arising from or connected with it, to the maximum extent permitted by law.
11.3 Installation by us
If we expressly agree in writing to install or commission the Goods, we will do so with reasonable care and skill. Our liability for that work is subject to section 14 and does not extend to indirect or consequential loss, or to damage caused by the condition, suitability or preparation of your site or existing equipment.
11.4 Your responsibilities
You are responsible for ensuring your site, power, environment and existing equipment are suitable and compatible; for operating and maintaining the Goods in accordance with the Manufacturer's instructions; and for arranging any recommended servicing, calibration or inspection. Warranties and our liability do not cover loss caused by misuse, neglect, unauthorised modification or repair, incorrect installation, or failure to follow instructions.
12. Warranties and warranty claims
12.1 Most Goods carry a warranty from the Manufacturer. Where they do, the Manufacturer's warranty, as set out in the Manufacturer's warranty statement provided with the Goods or on request, is your primary remedy for defective Goods. We will pass that warranty through to you and give reasonable assistance to help you make a claim under it.
12.2 Manufacturer warranties vary and may be limited, for example to repair or replacement of parts, for a set period from the date of purchase, and excluding wear parts, consequential loss, and removal, freight or re-installation costs. We do not control and are not responsible for a Manufacturer's warranty terms, and a Manufacturer's failure or refusal to honour its warranty does not of itself create a liability for us beyond what these Terms and any non-excludable law provide.
12.3 Except for: (a) any Manufacturer's warranty; (b) any express warranty we give you in writing; and (c) rights that cannot be excluded by law, we give no warranties in relation to the Goods, and all other warranties are excluded to the maximum extent permitted by law.
13. Calibration, testing and certification
13.1 You are responsible for determining whether Goods require calibration, certification, verification or other testing before use.
13.2 Unless expressly included in your order, we do not calibrate or certify Goods for your particular application, and we do not guarantee that Goods are supplied calibrated or certified.
13.3 You are responsible for maintaining calibration and certification where required for your use.
13.4 Where a calibration certificate or other documentation is supplied by a Manufacturer, you are responsible for determining whether it satisfies your regulatory, contractual or accreditation requirements.
13.5 We do not guarantee that any Goods will satisfy your accreditation, laboratory, engineering, regulatory or contractual requirements unless we expressly confirm this in writing.
14. Limitation of liability
This section limits our liability to you. Please read it carefully. It does not limit rights that cannot be limited by law.
14.1 Rights we do not exclude
Nothing in these Terms excludes, restricts or modifies: (a) a Consumer's rights and our obligations under the CGA or FTA; or (b) any other liability that cannot lawfully be excluded.
14.2 Exclusion of indirect and consequential loss
Subject to section 14.1 and to the maximum extent permitted by law, we are not liable, whether in contract, tort, including negligence, equity, under statute or otherwise, for any indirect, consequential, special or incidental loss, or for any loss of profit, revenue, savings, production, business, goodwill or data, any business interruption, or any damage to or loss of other equipment, machinery, property, materials, samples or stock, however arising and even if we were advised of the possibility.
14.3 Cap on liability
Subject to section 14.1, our total aggregate liability for all claims connected with the Goods or these Terms is limited, at our option, to resupplying, repairing or replacing the Goods, or to paying an amount equal to the price you paid for the Goods giving rise to the claim.
14.4 Website and third parties
To the maximum extent permitted by law, we are not liable for any loss arising from your use of, or inability to use, the Site, or from any third-party website, tool, content or service accessed through the Site, subject to any liability that cannot lawfully be excluded.
14.5 Mitigation
You must take reasonable steps to mitigate any loss, including backing up data and stored materials and protecting temperature-sensitive or safety-critical equipment with appropriate alarms, monitoring and redundancy. We are not liable to the extent a loss is caused or increased by your failure to do so.
15. Your indemnity
15.1 You indemnify us against all loss, damage, liability, cost and expense we suffer or incur arising from or connected with:
• (a) your breach of these Terms;
• (b) your negligence or wilful act;
• (c) your installation, use, storage, on-sale or export of the Goods;
• (d) your failure to follow the Manufacturer's or our instructions; or
• (e) any claim by a third party, including your own customer, relating to Goods after they have left our possession, except to the extent the loss is caused or contributed to by our own breach, negligence or wilful misconduct.
16. Product safety, instructions and recalls
16.1 You must read and follow all safety information, instructions and specifications provided with the Goods, and ensure that anyone who uses the Goods is competent to do so. Some Goods must be operated, serviced or calibrated by qualified persons.
16.2 If a Manufacturer or regulator issues a safety notice or recall for any Goods, you agree to cooperate with it and, where you have on-sold the Goods, to pass the notice on to your customer promptly.
17. Supplier and manufacturer confidentiality
17.1 We may source Goods through confidential commercial arrangements. Our sourcing information - including the identity of our Manufacturers, Suppliers and fulfilmentproviders, and the terms on which we source - is commercially sensitive and confidential to us.
17.2 We are not required to disclose the identity of our Manufacturers, Suppliers or fulfilment providers except where required by law or expressly agreed in writing.
17.3 You must not use any information you obtain from us, or in connection with your dealings with us, to identify, approach or purchase directly from our Manufacturers or Suppliers in a way that circumvents our commercial relationship, or otherwise to misuse our confidential commercial information.
17.4 This section survives completion of your order and termination of these Terms.
18. Third-party links and Shopify
18.1 The Site may link to, or make available, third-party websites, tools and content that we do not control. We provide them "as is" and, to the maximum extent permitted by law, are not responsible for them or liable for any loss arising from your use of them. Your dealings with third parties are between you and them.
18.2 The Site is hosted on the Shopify platform. Your purchases are made with us, not Shopify. To the maximum extent permitted by law, Shopify is not responsible for the Goods or for any aspect of the sale between you and us.
19. Privacy
19.1 We collect, use, store and disclose personal information in accordance with the Privacy Act 2020 and our Privacy Policy, available at [https://testingcore.co.nz/policies/privacy-policy]. Because the Site is hosted by Shopify, some information is processed by Shopify and may be stored or processed overseas. By using the Site you acknowledge our Privacy Policy.
20. Events beyond our control - force majeure
20.1 We are not liable for any delay or failure to perform caused by an event beyond our reasonable control, including: natural events; fire; flood; epidemic or pandemic; war; civil disturbance; strikes; carrier failure; Manufacturer or Supplier failure; import or export restrictions; customs delays; government action; or acts of any authority. Our obligations are suspended for the duration of the event.
21. Suspension and termination
21.1 We may suspend or stop providing the Site, or suspend or close your account, where you breach these Terms, where we are required to do so by law, or for legitimate business reasons. Termination does not affect any amount you owe us, or any rights or obligations that by their nature should survive, including sections 10, 12, 14, 15, 17, 19, 23 and 24.
22. Complaints and disputes
22.1 If you have a concern, please contact us first using the details in section 25. We will try to resolve the matter quickly and in good faith. Nothing in these Terms prevents a Consumer from exercising any right under the CGA or FTA.
23. Governing law and jurisdiction
23.1 These Terms and any dispute connected with them or with the Goods are governed by the laws of New Zealand. You and we submit to the non-exclusive jurisdiction of the New Zealand courts.
24. General
24.1 Severability
If any provision is unlawful or unenforceable, it is to be read down to the extent necessary or, if that is not possible, severed, without affecting the remaining provisions.
24.2 Waiver
A failure or delay by us to enforce a provision is not a waiver of it.
24.3 Assignment
You may not assign or transfer your rights or obligations without our written consent. We may assign, transfer or subcontract ours without your consent, provided your rights are not adversely affected.
24.4 Entire agreement
These Terms, with any signed supply agreement, quotation, Refund Policy and Privacy Policy, are the entire agreement between us about their subject matter and supersede any prior discussions.
24.5 Notices
We may give you notices by email or by posting on the Site. You may contact us using the details in section 25.
25. How to contact us
Testing Core - a trading division of WECAN Consulting Limited Email: sales@testingcore.com Postal: PO Box 84130, Westgate, Auckland 0657, New Zealand Phone: +64 9 281 2757
NZBN: 9429030500198 Website: testingcore.com