1. Goods
The Goods (including any incidental supply of services) shall be as described on any invoices, quotation, work authorisation, or any other forms which are provided by the Seller to the Customer.
2. Price And Payment
2.1. The Price shall be as indicated on the website, invoices or quotes provided by the Seller to the Customer in respect of the Goods supplied.
2.2. Time for payment for the Goods shall be at the time of purchase from off the website or before goods are shipped , unless prior arrangements have been agreed to between the parties.
2.3. The Price shall be increased by the amount of any GST and other taxes and duties, which may be applicable, except to the extent that such taxes are expressly included in any quotation given by the Seller.
3. Default & Consequences Of Default where terms have been agreed to:
3.1. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (12.5%) per calendar month (and at the Seller’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
3.2. If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in pursuing the debt including legal costs on a solicitor and own client basis and the Seller’s collection agency costs.
4. Title
4.1. It is the intention of the Seller and agreed by the Customer that ownership of the Goods shall not pass until:
(a) the Customer has paid all amounts owing for the particular Goods, and
(b) the Customer has met all other obligations due by the Customer to the Seller in respect of all contracts between the Seller and the Customer; and
(c) the Customer is only a bailee of the Goods and until such time as the Seller has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Customer owes to the Seller for the Goods, on trust for the Seller.
5. Cancellation
5.1. In the event that the Customer cancels delivery of Goods the Customer shall be liable for any loss incurred by the Seller (including, but not limited to, any loss of profits) up to the time of cancellation.
6. Personal Property Securities Act 1999 (“PPSA”)
7. The Customer agrees that these Terms constitute a security agreement for the purposes of the Personal Property Securities Act 1999 (“PPSA”). The Contractor may register such interest with the Personal Property Securities Register. A security interest is taken in all Materials and/or collateral.
8. The Customer undertakes to provide any information or sign any additional document to allow the Contractor to register its interest on the Personal Property Security Register.
9. The Customer will reimburse the Contractor for any costs associated in the registration of the financing statement.
10. To the extent permitted by law:
10.1. Nothing in sections 114(1)(a), 133 and 134 of the PPSA will apply to these terms and
conditions;
10.2. The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA; and
10.3. The Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
11. The Customer will unconditionally ratify any actions taken by the Contractor under clauses 35 to 38.2.
11.1. Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that:
(a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and (b) a security interest is taken in all Goods previously supplied by the Seller to the Customer (if any) and all Goods that will be supplied in the future by the Seller to the Customer.
11.2. The Customer undertakes to:
(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to- date in all respects) which the Seller may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
(b) indemnify, and upon demand reimburse, the Seller for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
(c) not register a financing change statement or a change demand without the prior written consent of the Seller; and
(d) immediately advise the Seller of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
11.3. The Seller and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
11.4. The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
11.5. Unless otherwise agreed to in writing by the Seller, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
11.6. The Customer shall unconditionally ratify any actions taken by the Seller under clauses 6.1 to 6.5.
PRIVACY ACT 2020
12. The Customer authorises the Contractor to access, collect, retain and use any information about the Customer for the purposes of:
12.1. assessing the Customer’s creditworthiness; and
12.2. marketing products and services to the Customer.
13. The Customer authorises the Contractor to disclose information about the Customer, whether collected by the Contractor from the Customer directly or obtained by the Contractor from any other source to any credit provider or credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Customer.
14. The authorities under clauses 67 and 68 are provided for the purposes of the Privacy Act 2020.
15. The Customer has the right to:
15.1. request a copy of the information about the Customer held by the Contractor; and
15.2. request correction of any incorrect information about the Customer held by the
Contractor.
GENERAL TERMS
16. If any provision or part of a provision of these Terms is unenforceable or invalid, that provision or part is treated as removed from these Terms and does not affect the remaining provisions.
17. If the Contractor fails to enforce any term or provision contained in these Terms between the Contractor and the Customer, it will not be treated as a waiver of that term or provision. Such waiver will not affect the Contractor’s right to enforce such term or provision.
18. These Terms are governed by and interpreted in accordance with the laws of New Zealand and are subject to the jurisdiction of the Courts of New Zealand.
19. To the extent permitted by law, the Contractor’s liability to the Customer for any loss and/or expense arising by the Contractor’s breach of these Terms will be limited to actual loss suffered by the Customer as a direct result of the Contractor’s wilful default. The Contractor’s liability will be limited to a sum equivalent in aggregate to the Price.
20. The Contractor may sub-contract or assign all or any part of its rights and obligations under these Terms without the Customer’s consent.
21. The Customer will give the Contractor not less than 14 days prior written notice of any proposed change of ownership of the Customer.
22. Time being of the essence, each party will promptly provide the other with up-to- date contact information including but not limited to changes in legal name, address, email, phone number(s), or business practice.
23. These Terms may be amended by the Contractor from time to time. If any changes are made to these Terms, the Contractor will notify the Customer of such changes in writing. No amendment, alteration or addition will be effective unless it is in writing and signed by both parties. However, by instructing the Contractor to undertake further Works after receiving notice of any variation, the Customer will be deemed to have accepted the notified variations.
24. If all or part of the Contractor’s business operations are suspended due to an event beyond the Contractor’s control (including but not limited to epidemic, pandemic, war, natural disaster, electricity failure, strike, terrorism, lock-out, industrial action, fire, flood, storm or governmental action)
(“Interrupting Event”), the Contractor may suspend all or part of the Works and clauses 21 to 24 of these Terms may apply at the Contractor’s sole discretion. Neither party will be liable for any default under these Terms due to any Interrupting Event or other event beyond the reasonable control of either party.
25. Both parties warrant that they have the power to enter into these Terms and have obtained all necessary authorisations to allow it to do so, are not insolvent and that these Terms create binding and valid legal obligations on them.