Terms of Trade

1.     DELIVERY

1.1   Unless agreed otherwise, Goods must be collected from our premises.

1.2   We may charge you storage and transportation expenses if you fail or refuse to take or accept Delivery.

1.3   We reserve the right to Deliver Goods by instalments.

1.4   In the case of export sales, Delivery on a sale Free on Board (FOB), Cost, Insurance and Freight (CIF), or Cost and Freight (CFR) basis in accordance with Incoterms 2010 will, unless otherwise stated in the contract, be complete when the Goods effectively pass the ship's rail at the port of shipment or arrive at the airport for dispatch or earlier leave our custody for shipment to you. Trans-shipment is not allowed. Delivery may be effected by us at our election by one or more shipments.

1.5   If we have indicated a time for Delivery or installation of the Goods (or any part of them), such time is approximate only and is not deemed to be of the essence.

2.     INSTALLATION

2.1   If we agree to install Goods for you, we do so on the basis that it is your responsibility to:

(a) promptly provide all necessary plant, materials, services and other resources necessary to enable us to carry out the installation;

(b) promptly obtain any necessary consent, approval, permit, licence or authorisation to enable us to carry out the installation;

(c) ensure that the premises and foundations are structurally sound and in a proper condition for the installation to proceed; and

(d) to provide safe and secure onsite storage for materials and accessories supplied and used by us, our employees and contractors.

2.2   You must advise us promptly of any decision or instruction that needs to be made or given before we are able to proceed with the installation.

3.     TITLE AND RISK

3.1   We shall retain title to Goods until they have been paid for in full and you have performed all your obligations under these Terms.

3.2   Risk 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.

3.3   You 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.     PRICE

4.1   All prices are plus GST and other taxes and duties, which shall be paid by you and are in New Zealand dollars.

4.2   Our prices are subject to change without notice.

4.3   Unless we agree otherwise in writing, the amount you will be charged will be the price as at the date of Delivery.

4.4   Any 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.

4.5   You shall pay the cost of Goods that we order on your behalf from third party suppliers, including storage and transportation expenses.

5.     PAYMENT

5.1   You must pay for Goods on their Delivery, unless agreed otherwise.

5.2   We may require you to pay a deposit, for Goods before those Goods are Delivered.

5.3   If 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. 

5.4   We 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.

5.5   If 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

5.6   You 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.

5.7   All 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.

5.8   In 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.

5.9   We may apportion Payments to outstanding accounts, interest and costs as we see fit.

6.     DEFAULT

6.1   You will be in default if:

(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.

(“Default”)

6.2   If 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;

(e) enforce Security;

(f)  exercise any rights that we have under these Terms or that are available to us at law.

6.3   We 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.     PERSONAL PROPERTY SECURITIES ACT 1999 ("PPSA")

7.1   Clause 3.1 creates a security interest in Goods we supply to you.

7.2   You shall not grant any other security interest or any lien over Goods that we have a security interest in.

7.3   At 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.

7.4   We may at any time enter your premises and properties, to uplift Goods that we have a security interest in.

7.5   If 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.

7.6   You 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.

7.7   You waive your right to receive a copy of any verification statement (as that term is defined in the PPSA).

7.8   You shall give us prior written notice of any proposed change of your name or address.

8.     WARRANTIES

8.1   The Consumer Guarantees Act 1993, the Fair Trading Act 1986, and other statutes may impose warranties, conditions or obligations upon us which cannot by law (or which can only to a limited extent by law) be excluded. Other than as expressly provided for in these Terms, we exclude all such imposed warranties, conditions or obligations to the extent permitted by law and exclude any warranty, condition or obligation imposed or implied under common law, equity or otherwise.

8.2   The guarantees contained in the Consumer Guarantees Act 1993 are excluded where you acquire goods and services from us for the purposes of a business in terms of sections 2 and 43 of that Act.

8.3   To the extent that we do provide warranties, these are limited to the Goods themselves and do not extend to installation of the Goods.

8.4   Failure by you or your customers to follow all instru