TERMS & CONDITIONS OF TRADE
1.1 “Seller” shall mean (input your business name)
1.2 “Customer” shall mean the person, authorised agent or legal entity described in the application or stated on the invoice or order form, buying goods and/or services from the Seller.
1.3 “Goods” has the same meaning as section 2 of the Sale of Goods Act 1908 and is any goods provided by the seller to the customer.
1.4 “Services: shall mean all services supplied by the seller to the customer and includes any recommendations or advice.
1.5 “Price” shall mean the purchase price of the goods, services and any other costs.
2.1 Any instructions received by the seller from the customer for the supply of goods shall constitute acceptance of the terms and conditions contained herein.
2.2 No agent or representative of the seller is permitted to make any such agreements, representations, conditions or warranties no expressly confirmed by the seller in writing.
3 PRIVACY ACT 1993
3.1 The customer permits the seller to collect, use and retain any information concerning the customer, for the purpose of assessing the customer’s credit worthiness, to enforce any rights under this contract, or to marketing of any goods and services provided by the seller to any other party.
3.2 The customer permits the seller to disclose information obtained to any person for the purposes set out in clause 3.1.
4 PAYMENT TERMS
4.1 Once goods and services are ordered payment shall be made for goods and services according to the terms and conditions state herein whether or not the goods or services have been delivered and this contract cannot be cancelled where allowed at law.
4.2 Payment for goods and services shall be made in full on the date of invoice.
4.3 Interest at the rate of 5% per month may be charged on any amount owing after the due date.
4.4 Any disbursements, expenses and legal costs incurred by the seller for default in payment shall be paid by the customer, including any debt collection agency fees, court costs or solicitor’s fees.
5.1 Prices unless otherwise stated, do not include goods and services tax, other taxes, levies or tariffs, exchange rate fluctuations, freight or insurance charges, which if applicable, will be an extra charge to the customer.
5.2 Price will be specified on the invoice or quotation and will be the current price applying at the date on which the invoice is issued to the customer.
6 RISK AND DELIVERY
6.1 The goods remain at the sellers risk until the delivery to the customer, but when title passes to the customer the goods are at the customers risk no matter if delivery has been made or not.
6.2 Delivery of goods shall be deemed complete when the seller gives possession of the goods for delivery to the customer, or possession of the goods is given to a general carrier, for delivery to the customer.
6.3 The seller shall not be liable to the customer for damage or loss due to failure by the seller to deliver the goods promptly or at all.
7 RETENTION OF TITLE
7.1 Title in the goods passes to the customer when the customer has made payment in full for all goods and services supplied by the seller.
7.2 The customer gives necessary authority to the seller to enter any premises occupied by the customer, at any reasonable time to remove any goods not paid for in full by the customer. The seller shall not be liable for damages, costs or expenses or any other losses suffered by the customer as a result of this action.
8 LIMITATION OF LIABILITY
8.1 The seller shall not be liable for any loss of profits, or any consequential indirect loss, or damage of any kind arising directly or indirectly from any breach of the seller’s obligation under this contract or in tort.
8.2 Where the seller is liable to the customer, the maximum cost of any liability shall not exceed the value of the goods or services provide by the seller to the customer.
9 NON WAIVER
9.1 Failure by the seller to enforce any of the terms & conditions contained in this contract shall be deemed to be a waiver of any of the rights the seller has in this contract and is not liable for any indirect loss or expense to the customer.
10 FORCE MAJEURE
10.1 The seller shall not be liable for failure or delay to perform its obligations if the delay or failure is beyond its control.
11 CONSUMER GUARANTEES ACT 1993
11.1 The Guarantees contained in the Consumer Guarantees Act 1993 are excluded if the customer acquires goods or services from the seller for the purposes of a business.
11.2 If the customer on sells the goods to a third party, the customer shall indemnify the seller for any losses incurred due to third party claims against the seller.
12.1 The contract shall in all respects be a contract made in New Zealand and New Zealand law shall govern the validity, construction and performance of the contract.
13 RETURN OF GOODS
13.1 The customer shall be deemed to have accepted the goods unless the customer notifies the supplier otherwise within 7 days of delivery of the goods to the customer notifies the supplier otherwise within 7 days of deliver of the goods to the customer.
13.2 If the goods are not accepted according to the previous clause of this contract the customer shall pay for the delivery of the returned goods to the supplier.
13.3 The supplier will not accept product returned for credit that is anyway damaged, or not of merchantable quality, or product that has been specially manufactured or procured for the customer.
13.4 At the suppliers discretion defective goods will be replace or refunded by the supplier if the customer has notified the supplier within 7 days of delivery.
13.5 The supplier is entitled to charge the client a re-stocking fee of 20% of the sell price for product returned in good merchantable quality.
14 PERSONAL PROPERTY SECURITEIS ACT 1999
14.1 The customer agrees that the provisions herein constitute a Security Interest in Personal Property (as those terms are defined in the Personal Property Securities Act 1999 (“PPSR”) in respect of which the seller may register a financing statement on the Personal Property Securities Register.
14.2 The customer hereby waives it rights contained in sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
15.1 The customer shall not assign all or nay of its rights or obligations under this contract without the written consent of the seller.
16.1 The seller may cancel these terms and conditions or cancel delivery of goods and services at any time before the goods are delivered by giving written notice. The seller shall not be liable for any loss or damage arising from such cancellation.
16.2 The customer may cancel delivery of goods at the seller’s sole discretion and will be liable for any costs incurred by the seller.
17.1 For goods not manufactured by the seller the warranty shall be the current warranty provided by the manufacture of the goods. The seller shall be under no liability whatsoever except for the express conditions as detailed and stipulated in the manufactures warranty.
17.2 Any fault in workmanship will lead to the customer notifying the seller within 7 days.
17.3 In the case of second hand goods, the seller provides no warranty to the customer.
18 PERSONAL GUARANTEE OF COMPANY
18.1 If the customer is a company or trust, the person signing agree, in consideration for the seller agreeing to supply goods and credit to the customer at their request, that in their personal capacity and jointly and severally personally undertake as principal debtors to the seller, the payment of any and all monies now or hereafter owed by the customer to the seller and indemnify the seller against non-payment by the customer. Any personal liability hereto shall not exclude the customer in any way whatsoever from the liabilities and obligations contained in this contract. The individual and customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.
19.1 If anything in this agreement is unenforceable, illegal or void it is severed and the rest of this agreement remains in force.
19.2 The customer may not claim any counter claim or set-off against any payments due by it to the seller.
19.3 Under no circumstances shall the liability of the seller exceed the price of the goods in the event of a breach of this contract.
19.4 The seller may license or sub-contract all or any part of its rights and obligations without the customer’s consent.
19.5 The seller reserves the right to review and change these terms and conditions at any time and will notify the customer of this in writing at which time the changes will take effect.