The term “the Company” refers to Taspac Energy Limited and its associates and assigned. The term “the Purchaser” refers to the person, firm, company or entity with whom the Company enters into a contract to sell to.
1.1 I/We agree to adhere to strictly paying all amounts due without deduction on the 20th of the month following date of delivery.
No payment shall be withheld, reduced or deferred on account of any claim, counterclaim, set off or otherwise.
1.2 I/We acknowledge that failure to pay any account by due date shall be a breach of your trading terms and the Company may in respect of such account without prejudice to any other rights or remedies it may have charge penalty interest thereon (being
2% over the rate charged by the Company’s bank on its current account overdraft facilities) from time to time until receipt of payment in full. Interest will be charged from the date on which payment was due and shall continue to accrue after (as well
as before) judgement and after termination of this contract.
1.3 I/We shall pay or reimburse all costs and/or expenses incurred by the Company to recover any overdue amount.
1.4 For custom designs we may ask you to provide full payment before initiating the project.
2.1 In the event the Company is forced to seek payment of unpaid amounts through taking legal proceedings against the Purchaser, all costs associated therewith shall be borne by the Purchaser including the Company’s solicitor’s costs (as between solicitor and Company).
3.1 The risk in the goods supplied by the Company to the Purchaser shall pass to the Purchaser when such goods are delivered to the Purchaser or into the custody on the Purchaser’s behalf but the ownership in such goods shall not pass to the Purchaser until the Purchaser has discharged all outstanding indebtedness to the Company whatsoever. In the regard the Purchaser acknowledges and agrees that until such payment is made:
(a) All goods supplied and not incorporated in a manufacturing process by or on behalf of the Purchaser shall be held by the Pur- chaser in a fiduciary capacity as bailee to be sold by it as agent for and on behalf of the Company.
(b) Where goods supplied are incorporated in a manufacturing process by or on behalf of the Purchaser thereby becoming con-
stituent parts of any manufacturing item (whether identifiable or not) the property in such items shall be the Company’s not- withstanding the incorporation of other constituent parts in the manufacturing process and the items shall be held by the Pur- chaser in a fiduciary capacity as bailee to be sold by it as agent for and behalf of the Company.
(c) If required by the Company to do so, the Purchaser shall store the goods supplied or the manufactured item as the case may
be in such a way that it is clear they are the property of the Company.
(d) The Purchaser hereby irrevocably gives the Company, its agents and servants, leave and licence, without the necessity of giving any notice, to enter onto and into any premises occupied by the Purchaser and to remove any of the goods supplied or manufactured items of which they are constituents without in any way being liable to the Purchaser or any third party. And if
the goods supplied are wholly or partially attached to or incorporated with any other items, the Company may where practical unscrew, disconnect, sever or otherwise do what is necessary to remove the goods supplied.
(e) If the goods supplied or any manufactured items as the case may be are sold by the Purchaser prior to payment being made in full as aforesaid, the proceeds of such sale shall be the property of the Company and be held for its account.
(f) These provisions are designed to protect the Company in the event of the insolvency and/or non payment of the Purchaser.
(g) Nothing in this clause shall be construed as permitting the Purchaser to return the goods or any part of them because they are surplus to requirements or for whatsoever other reason.
(h) Special orders, including product built to order are not refundable.
4.1 Any delivery or completion date or times are estimates only and we shall not be held liable for any consequence whatsoever for any delay to such times. Where applicable delivery will be made in accordance with a written delivery schedule mutually agreed with you at the time of placing the order. Unless amendments to the delivery schedule are given by you in sufficient time to alter the production programme and such amendments have been agreed by us in writing, we reserve the right to con- tinue to deliver according to schedule. If you are unable to accept deliveries on site we further reserve the right to deliver to your store. In such event, delivery to store will be deemed delivery on site and payment will be due accordingly.
4.2 All charges relating to storage, insurance and subsequent delivery to the site will be directly to your account. Where prices
have been quoted “FIS”, delivery is to ground floor level. In the event of any happening in consequence of which we cannot effect delivery by the agreed time, we shall be entitled to suspend delivery or extend the delivery time of the goods for the pe- riod during which such cause of delay operates and, in the event of such suspension of extension, we shall not be liable for any damages whatsoever.
4.3 We reserve the right to refuse to deliver any goods under this contract if you have any monies outstanding beyond the date due for payment on any account with us.
5.1 I/We agree goods may only be returned to the Company on the following basis: (a) An RMA number has been obtained prior to return of goods
(b) A return charge calculated at 10-20% of the value of the goods may be charged. This is to cover administration and other re- stocking expenses.
(c) All freight charges are paid by the purchaser.
(d) That claims for credits are made within 7 days of invoicing.
5.2 Any indent orders placed on behalf of, or for the Purchaser may not be cancelled or returned for credit.
6.1 (a) Except as provided by the company in writing and except as required by statute, the seller provides no warranty and make s no representations in relation to the goods.
(b) The seller’s liability for defective goods under the preceding paragraph shall be strictly limited to claims made in writing to the Company within 10 working days of the date of despatch of the goods and to the cost of repairing or (at the option of the Company) replacing goods which the Company accepts are defective and which are in the same condition as they were in at the time they were despatched. The Company shall not be liable for any claim in respect of further work done on the goods,
transport costs, loss of profit, consequential loss on any claim suffered through resale or any other claim, loss, damage or expense incurred or suffered by the Purchaser relating (whether directly or indirectly) to any such defects of or in relation to the sale, existence or use of the goods.
(c) Any warranty statement will be considered null and void if goods have been modified without prior written consent from the
Company, and/or subjected to conditions outside of their normal operating parameters.
(d) To the extent permitted by law, it is declared that no statement or recommendation made or advice or assistance given by the Company or its servants in connection with the goods shall constitute a warranty by the Company or a term or condition of sale or a waiver of any of these provisions. The Company shall not be liable for any loss which may be suffered by a buyer who relies on the accuracy of such statements, recommendations, advice or assistance.
(e) For the purpose of Section 4.3(2) of the Consumer Guarantees Act 1993, the Purchaser represents to the Company that all goods or services acquired from the Company by the Purchaser are acquired for the purpose of a business.
6.2 (a) Our liability does not extend to the breakdown or otherwise and the consequences thereof of equipment which has been
specified or requested by the Purchaser (or his agent) should that equipment prove to be faulty or incorrectly specified.
(b) The Company warrants that the components have been fitted according to the original manufacturers instructions and their warranty and terms shall apply accordingly.
7. ALTERATIONS AND ADDITIONS TO ORDERS
7.1 Alterations or additions to or cancellation of existing orders will be accepted only at the sole discretion of the Company and then only subject to such conditions as the Company may impose.
8.1 If the manufacture, supply or delivery of the goods is delayed by reason of or as a result of any act, omission, default or re- quest by or on behalf of the Purchaser, the Company may, without prejudice to its other rights and remedies, require pay- ment by the Purchaser of such portion of the contract price as represents the extent to the which the Company has per- formed the contract out work required by the contract up to the date such payment is required, together with any expenses or additional costs incurred by the Company as a result of such delay. In the event of such delay continuing beyond a rea- sonable time, the Company may, without prejudice to its other remedies, cancel the contract.
9. PATENTS AND COPYRIGHT
9.1 (a) Copyright in all drawings, information from data storage systems, specifications and other technical information provid ed by the Company in connection with the contract is vested in the Company.
(b) Where goods are to be supplied to the Purchaser’s design, the Purchaser hereby warrants that the manufacture and supply
of such goods by the Company will not infringe any patent, copyright, registered design or other rights. The Purchaser agrees to indemnify the Company against liability incurred by the Company including any costs and expenses in the event of any claim being made that the manufacturer or supply of such goods by the Company infringes any patent, copyright, regis- tered design or other rights.
10. CREDIT LIMIT
10.1 It is agreed the Company may impose a credit limit which may be reviewed by the Company from time to time in its sole discretion. The limit may be increased or reduced without the need for notice to the purchaser.
11.1 The Company may at any time in its sole discretion without notice terminate the credit account. Upon termination all amounts shall become due and payable.
12. WAIVER / FORBEARANCE
12.1 All the Company’s remedies, rights and powers shall remain in full force notwithstanding any neglect, forbearance or delay in the enforcement thereof.
12.2 The Company shall not be deemed to have waived any condition unless such waiver is in writing and signed by a director of the Company. Any such waiver shall apply to and operate only in the particular transaction in respect of which it was given.
13. PERSONAL PROPERTY AND SECURITIES ACT 1999 (“PPSA”)
13.1 The terms “security interest”, “financing statement”, “verification statement”, “financing change statement” and ”purchase money security interest” have the meanings set out in the PPSA.
13.2 The Purchaser grants the Company a security interest in the Goods (and sale proceeds of the Goods) as security for all amounts owing under these Terms and for the performance by the Purchaser of its obligations under any agreement. The Purchaser must do all things reasonably requested by the Company to enable the Company to perfect its security interest in the Goods, including if applicable, to register a purchase money security interest on the Personal Property and Securities Register.
13.3 The Purchaser waives any right it may have to receive from the Company a copy of any financing statement, verification statement or financing change statement that is registered, issued or received in relation to any Goods supplied under these Terms. The Purchaser must immediately notify the Company in writing of any change of name of the Purchaser.
13.4 To the extent that part 9 of the PPSA applies to any security interest created under these Terms, the Purchaser agrees that sections 114(1)(a) (Notice of sale of collateral), 133 (Debtor may reinstate security agreement) and 134 (Limit on reinstatement of security agreement) of the PPSA will not apply on the enforcement by the Company of its rights in respect of any such security interest. The Purchaser also waives any rights it may have under the PPSA:
(a) to receive a statement of account from the Company if the Company sells the secured Goods under section 109 where the Purchaser is in default under the security agreement or the secured Goods are at risk (section 116);
(b) to receive notice of (under section 120(2)), and raise an objection to (under section 121), the Company’s proposal to take the secured Goods in satisfaction of the obligation secured by it;
(c) for the Company to take possession of the secured Goods, in a manner that causes no greater damage to other goods or that puts the Purchaser to no greater inconvenience than is necessarily incidental to the removal of the secured Goods (section 125);
(d) for persons (other than the Purchaser) to receive reimbursement, and require security for that reimbursement, from the Company under sections 126 and 127, for any damage to that person’s interest in other goods caused by the removal of the secured Goods;
(e) to receive notice under section 129 of the Company’s intention to remove secured Goods (where the Company is entitled to remove the secured Goods under the PPSA);
(f) to request that the Court make an order postponing the removal of the secured Goods under section 131; and
(g) to have priority over any other person’s right to redeem the secured Goods under section 132.
14. APPLICABLE LAW
14.1 These items and conditions of sale shall by governed by the Law of New Zealand.