3.2Risk in all Goods passes to you when the Goods are Delivered. You shall insure Goods for their full price, and shall not sell, dispose or part with possession of them or do anything else inconsistent with our ownership of the Goods, from Delivery until title in them passes to you.
3.3You shall bear the risk of any damage to the Goods during installation carried out at your premises by you and third parties (except to the extent the damage has been caused by to by our negligence).
4.1All prices are plus GST and other taxes and duties, which shall be paid by you and are in New Zealand dollars.
4.2Our prices are subject to change without notice.
4.3Unless we agree otherwise in writing, the amount you will be charged will be the price as at the date of Delivery.
4.4Any quotation provided to you, it is open for acceptance for 30 days after it is dated unless withdrawn by us prior to acceptance. The quote will be based on information available to us at that time and we may charge you more than the amount quoted if our costs (e.g. the cost of labour, materials, transport, tax, exchange rates or other costs) or the specifications change. Unless otherwise agreed in writing, prices are quoted exclusive of GST.
4.5You shall pay the cost of Goods that we order on your behalf from third party suppliers, including storage and transportation expenses.
5.1You must pay for Goods on their Delivery, unless agreed otherwise.
5.2We may require you to pay a deposit, for Goods before those Goods are Delivered.
5.3If an order is placed on your behalf (whether or not a deposit is received from you prior to the order being made) you shall be liable for all costs in accordance with clause 4.5.
5.4We are under no obligation to supply Goods to you on credit. If credit is granted, you must pay our invoices by the 20th of the month following the date of the invoice.
5.5If you indicate to us that you will fail or refuse to take or accept Delivery, then Delivery is deemed to have already occurred and Payment is due and payable immediatley
5.6You agree to give any further securities as we may from time to time require, in the form required by us, and to comply with all of your obligations under those securities.
5.7All Payments must be made without set-off or deduction. Receipt of a cheque, bill of exchange, or other negotiable instrument will not constitute Payment and you remain liable until Payment is received by us.
5.8In the case of export sales, Payment must be made by confirmed irrevocable letter of credit unless we agree otherwise. Letters of credit shall be established through a first class bank and be irrevocable, confirmed and without recourse, available for our draft at sight and otherwise in a form satisfactory to us.
5.9We may apportion Payments to outstanding accounts, interest and costs as we see fit.
(a)you fail to pay an amount due under these Terms; or
(b)you breach any of your obligations under these Terms, the Security or the terms of any other contract you have entered into, or enter into in the future, with us or one of our related entities; or
(c)you become insolvent, are wound up, have a receiver appointed, enter into any composition or arrangement with your creditors, do any act which would render you liable to be placed in liquidation or have a receiver appointed over your property, commit an act of bankruptcy, cease to be of full legal capacity, or die;
(d)Goods that we have retained title to are at risk; or
(e)an event or a series of events (whether related or not) occurs which, in our opinion, may cause a material adverse change in your ability to meet your obligations to us.
6.2If you are in Default then we may, at our option, do any one or more of the following:
(a)charge you default interest at 25% per annum on all overdue Payments on a daily basis from the due date until the date Payment is received;
(b)require you to remedy the Default in the manner and within the period that we tell you;
(c)require you to pay to us all amounts you owe us immediately;
(d)suspend or terminate your account with us;
(f)exercise any rights that we have under these Terms or that are available to us at law.
6.3We may suspend or terminate your account with us at any time in our sole discretion. If your account is terminated, you must immediately pay us any amount you owe us. Termination will not affect any of our rights that have arisen before termination.
7.1Clause 3.1 creates a security interest in Goods we supply to you.
7.2You shall not grant any other security interest or any lien over Goods that we have a security interest in.
7.3At our request you shall promptly sign any documents and do anything else required by us to ensure our security interest constitutes a first ranking perfected security interest in the Goods.
7.4We may at any time enter your premises and properties, to uplift Goods that we have a security interest in.
7.5If Goods that we have a security interest in are processed, included or dealt with in any way causing them to become accessions, processed or commingled goods, our security interest will continue in the whole in which they are included. You shall not grant any other security interest or any lien in either the Goods or in the whole.
7.6You waive any rights you may have under sections 114(1)(a), 116, 120(2), 121, 125, 126, 127, 129, 131, 133, and 134 of the PPSA.
7.7You waive your right to receive a copy of any verification statement (as that term is defined in the PPSA).
7.8You shall give us prior written notice of any proposed change of your name or address.