Terms of service

TERMS OF TRADE

1.       TERMS

1.1     Acceptance of Terms: Any Goods supplied by us to you shall be subject to these terms unless we agree in writing to change them (Terms). By placing an order for Goods from us, that action by you will be deemed to be acceptance of these Terms, notwithstanding anything that may be stated to the contrary in your enquiries or your order.

1.2     Order Availability: We may decline part or all of any order received from you for any reason (including where Goods are out of stock or otherwise unavailable) by notifying you prior to issuing an invoice for the relevant Goods.

1.3     Backorders: If we decline any order under clause 1.2 and some or all of the Goods are out of stock, you may request that we place those out-of-stock Goods on backorder (Backorder). If we accept your request, the following provisions will apply:

(a)       Notwithstanding clause 2.4, payment for the Goods is due in full, without deduction, withholding or set-off of any kind, immediately on acceptance of the Backorder by us;

(b)       We will endeavour to procure the Goods specified in the Backorder within ninety (90) days (or such longer period as agreed) of acceptance of the Backorder; and

(c)        If we are not able to procure the Goods specified in the Backorder within the period as specified in clause 1.3(b), either party may cancel the Backorder by notifying the other party, and we will refund any payments made by you under clause 1.3(a).

1.4     Cancellation: Subject to clause 1.3(c), you cannot cancel any order for Goods after it has been accepted by us and you are bound to pay the price for those Goods, unless we expressly agree otherwise in writing.

2.       PRICE

2.1     Prices: Unless otherwise agreed in writing:

(a)       All freight, insurance, delivery and travel charges will be additional to any price quoted;

(b)       Any quoted price may be altered prior to delivery of Goods to you, if our costs fluctuate materially; and

(c)        GST will be payable by you as an additional amount on all prices and charges.

2.2     Quotes: We may withdraw any quotation before it is accepted, and in any event any quotation will lapse thirty (30) days after it is given without notice. If no written quote is provided, our prices shall be pursuant to our standard charges applying at the time.

PAYMENT OPTIONS

Payment for orders of Goods must be made in either of the following manners (which manner shall be determined by us to you):

2.3     Credit Account: Where you have been offered a credit account and you have completed our application form including provision for your trade references and we have approved your credit account, and unless otherwise agreed in writing you must pay for Goods by the 20th day of the month following the date of the invoice relating to those Goods.

2.4     Invoice: You must pay for the Goods per our invoice issued to you, prior to us releasing the Goods to you.

2.5     Credit Card: We may, at our discretion, offer you a credit card-only payment method for the Goods.

2.6     Penalties: If full payment for the Goods is not made on the due date, then without prejudice to any other remedies available to us:

(a)       We may cancel or withhold supply of further Goods;

(b)       Interest on monies overdue shall be charged on a daily basis and be calculated by adding 3% per annum to the overdraft rate payable by us to our bankers at the time of and during such default, and interest shall continue to accrue both before and after judgment; and,

(c)        You shall be responsible for all costs incurred by us in recovering such monies (including collection costs and legal costs on a solicitor-client basis).

2.7     Limitations of Credit: We may from time to time vary your credit limit with us at our discretion, in relation to further purchases of Goods. If any acquisition would be in excess of your credit limit, we reserve the right to require payment in cash prior to delivery of the Goods, of the amount by which the cost exceeds your credit limit.

2.8     Right to Set-Off: We shall have a full right of set-off with respect to amounts owed by you to us under these Terms, in relation to any monies owing by us, or any of our related companies, to you howsoever arising. Your obligation under these Terms shall be to pay the full amount owing under these Terms free of all deductions or rights of set off.

3.       OWNERSHIP

3.1     Full Payment Required: Property and ownership in the Goods, whether in their original form or incorporated in, commingled with or attached to another product, will not pass to you but will remain with us until we receive payment in full of the purchase price of the Goods and all other amounts that you owe us for any reason.

3.2     Bailee: Until property passes to you, you shall hold any Goods and proceeds of all kinds in trust in a fiduciary capacity for us as bailee, and store and sell them in a manner to enable them to be identified and cross-referenced to particular invoices.

4.       INSURANCE & DELIVERY

4.1     Your Insurance Obligations: You must effect and maintain appropriate insurance cover, including product liability insurance, with external and captive underwriters to protect against all reasonable risks in respect of use of any ordered Goods delivered to you under this Agreement, including any use by your own persons or third parties. On our written request, you will provide such confirmation within ten (10) working days of such request. We recommend that you take out all relevant insurance for your proposed use of the Goods.

4.2     Delivery: Any times indicated in your order for delivery are estimates only and we will not be liable for any delay in delivery, whether or not such timing in within our control. Late delivery does not entitle you to cancel any order or part order or to refuse to accept delivery.

4.3     Delivery Costs: Unless otherwise agreed, you agree to pay all delivery costs per the order. If we deliver any order in instalments, then each delivery is a separate contract on these terms.

4.4     Warehousing: If you request for warehousing services from us, we reserve the right to accept any such request where costs for warehousing shall be quoted to you separately under the terms of this Agreement.

4.5     Possession of Goods: You do not have the right to possess the Goods until they are delivered to you or collected by you. Where you ask us to deliver the Goods directly to another person, that person takes possession of the Goods for you as your agent and you are still directly responsible to us on these terms.

4.6     Claims: All claims for shortage or delivery damage must be made to the carrier and to us within five (5) working days of the date of delivery, or in the case on non-delivery within two (2) working days of the due date for delivery provided that we are able to inspect the Goods to confirm any defect, error or discrepancy. We will make every effort to deliver the Goods, in a timely manner but will not be liable to you for any loss or damage arising in any way from any delay in delivery or performance.

4.7     Risk: Risk in respect of the Goods sold shall pass to you when the Goods are delivered to you or your carrier, or the time you pay for the Goods, whichever is the earlier. It is your responsibility to insure the Goods, even if we have arranged transportation of the Goods.

5.       WARRANTIES

5.1     Your Warranty: You warrant and undertake that you have and will continue to comply with all the laws applicable to you in New Zealand (and any other country you decide to use or apply the Work in) and hereby indemnify us against any loss, payment or liability incurred on account of such lack of compliance.

5.2     Exclusion of Warranties: Except to the extent of written warranties given by us to you, all warranties and representations in respect of Goods supplied are excluded, including (to the extent permitted by law) those expressed or implied by law. Where any written warranty conflicts with clauses 5.3 or 5.4 the provisions of clauses 5.3 and 5.4 as applicable shall apply.

5.3     Your Obligations: We shall not be liable:

(a)       Where you have altered or modified the Goods, misapplied the Goods, or have subjected them to any unusual or non-recommended use, servicing or handling;

(b)       For loss caused by any factors beyond our control;

(c)        For any indirect or consequential loss of any kind;

(d)       For any second-hand Goods;

(e)       Where the terms of any written warranty have not been complied with, or any manufacturers’ handbook provided to you has not been complied with; and

(f)         Where you have not complied with any guidance document or instructions otherwise provided by us regarding our recommended use of the Goods.

5.4     Limitation of Liability: Our total liability under any warranty for defective or damaged Goods supplied by us is limited at our option to either:

(a)       Replacing or repairing the defective or damaged Goods; or

(b)       Refunding the price of the defective or damaged Goods.

5.5     Right to Inspection: Goods identified to us as damaged or defective, may be inspected and status determined by us at our discretion.

5.6     Returns: Any return of Goods and/or request for credit on Goods returned shall be subject to the following conditions:

(a)       The Goods must be undamaged, unopened and in resalable condition (this includes all manuals, brochures and other material);

(b)       The original invoice and reason for return must be enclosed with the Goods;