ACME PLATING (2020) LTD
1 - DEFINITIONS
1.1 “Seller” shall mean ACME PLATING (2020) LTD and any company, which is directly or indirectly a subsidiary of ACME PLATING (2020) LTD and any duly authorised agent. 1.2 “Customer” shall mean the person, authorized agent or legal entity described in the application, or stated on the invoice or order form, buying goods and/or services from ACME PLATING (2020) LTD. 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 - ACCEPTANCE
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
not 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 customers credit worthiness, to enforce any rights
under this contract, or the 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 or services are ordered payment shall be made
according to the terms and conditions stated herein whether the
goods or services have been delivered and this contract cannot be
cancelled except where allowed at law.
4.2 Payment for goods shall be made in full on or before the 20th
day of the month.
4.3 Interest at the rate of 2.5% per month above the seller’s current
overdraft rate, with their principal registered bank or part thereof
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.
4.5 An administration fee of the greater amount of $25.00 or 10% of
the amount overdue will be payable 30 days after due date and the
seller reserves the right to terminate future supply.
4.6 Payment will be accepted by cash, cheque, electronic banking
or by any other method as agreed in writing by the seller.
5 - PRICE
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 at time of delivery.
6 - RISK AND DELIVERY
6.1 The goods remain at the seller’s 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 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
provided by the seller.
9 – NON-WAIVER
9.1 Failure by the seller to enforce any of the terms & conditions contained in this contract shall not 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 - JURISDICTION
12.1 The contract shall in all respects be deemed to be a contract
made in New Zealand and New Zealand law shall govern the
validity, construction, and performance of the contract.
13 – DEFECTIVE GOODS
13.1 At the seller’s discretion defective goods will be replaced or
refunded by the seller if the customer has notified the seller within
10 days of delivery.
14 - PERSONAL PROPERTY SECURITIES 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 (“PPSA”)) in respect
of which the seller may register a financing statement on the
Personal Property Securities Register.
14.2 The customer hereby waives its rights contained in sections
116, 119, 120(2), 121, 125, 126, 127, 129, 131, and 132 of the PPSA.
15 - ASSIGNMENT
15.1 The customer shall not assign all or any of its rights or
obligations under this contract without the written consent of the seller.
16 - CANCELLATION
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 - – PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
18.1 If the customer is a company or trust, the director(s) or
trustee(s) 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 - MISCELLANEOUS
21.1 If anything in this agreement is unenforceable, illegal, or void
it is severed, and the rest of this agreement remains in force.
21.2 The customer may not claim any counter claim or set-off
against any payments due by it to the seller.
21.3 Under no circumstances shall the liability of the seller exceed
the price of the goods in the event of a breach of this contract.
21.4 The seller may license or sub-contract all or any part of its
rights and obligations without the customer’s consent.
21.5 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.