1. INTERPRETATION “The Buyer” means the purchaser of the goods from the Company as shown on the front of this form “The Company” means C-Dax Ltd “Event of Default” means any of the following: - the Buyer is subject to any event which is in the nature of a dissolution, winding up, bankruptcy, liquidation, insolvency or receivership, or which generally precedes such an event. - an event occurs or information becomes known to the Company, which in the Company’s opinion, might materially affect the Buyer’s creditworthiness, the value of the goods, or the Buyer’s ability or willingness to comply with its obligations under these Terms. “Goods” means all goods or services supplied by the Company to the Buyer from time to time “Person” includes a body corporate, an association of persons (whether corporate or not), firm or individual. “PMSI” means a Purchase Money Security Interest as this term is defined in the PPSA. “PPSA” means the Personal Property Securities Act 1999 Unless the context requires otherwise, the following words and phrases (and grammatical variations of them) used in these Terms have the meaning given to them in, or by virtue of, the PPSA; “accessions”, “after-acquired property”, “at risk”, “commingled goods”, “financing statement”, “future advance”, “inventory”, “non purchase money security interest”, “perfection”, “personal property”, “proceeds”, “purchase price”, “secured party”, “security agreement”, “security interest”, and “verification statement”. A reference to an enactment includes that enactment as amended or substituted and includes any regulations made under that enactment.
2. SUPPLY Goods will be supplied to the Buyer on these Terms and Conditions unless the Company agrees in writing to change them. The Company will not be bound by any conditions included in the Buyer’s order unless it accepts them in writing.
3. PRICES Prices and specifications are subject to change without notice, and are subject to GST. Unless otherwise specified, freight within New Zealand is paid by the Company, on orders over $400.00 retail, except parts, using a carrier nominated by the Company.
4. PAYMENT Unless otherwise agreed in writing with the Company, payment is due on the 20th day of the month following the date of our invoice. All payments are due at the office of the Company as appropriate and payment will not be regarded as made until actually received and honoured. Cheques are accepted subject to collection and with full rights of recourse. The Company shall be entitled to recover all costs incurred in the collection of overdue amounts.
5. INTEREST FOR LATE PAYMENT The Company may charge the Buyer interest on any money’s due but unpaid. Interest will be calculated on a daily basis at a rate equal to 5% per annum above the Company’s overdraft rate. Interest is payable from the date payment was due until the date the Company actually receives payment. The Company’s right to charge interest is without prejudice to any of the Company’s other rights, powers, or remedies arising after the Buyer’s payment default.
6. DEFAULT If an Event of Default occurs, and without prejudice to any other rights, powers, or remedies the Company may have; - the Company may suspend or terminate the supply of goods to the Buyer or cancel all or any part of any order with the Buyer which remains unperformed; - all amounts owing shall immediately become due and payable notwithstanding that the due date for payment has not arisen, and - the Company may enforce any security interest granted to it by the Buyer. The Company will not be liable to the Buyer for any loss or damage the Buyer suffers because the Company exercises any rights, powers, or other remedies after the occurrence of an Event of Default, including under this clause. The Buyer agrees that, at any time after an Event of Default has occurred or at any time if any goods are at risk, the Company may: - take possession of any goods and/or - sell or dispose of any goods in such manner and generally on such terms and conditions as the Company thinks fit, and, in each case, otherwise do anything the Buyer could do in relation to the goods. The Company and Buyer agree that section 109(1) of the PPSA is contracted out of in respect of particular goods if and only for so long as the Company is not the secured party with priority over all other secured parties in respect to those goods. As agent for the Buyer, the Company (and its employees and agents) may, without prior notice, enter upon any land or premises where the Company believes the goods are kept in order to take possession of and/or remove them. The Buyer agrees to procure all other rights (including consents) necessary to enable, and to indemnify the Company (and its employees and agents) against any liability incurred in connection with such entry, taking of possession, and removal.
7. WARRANTY The Company warrants to the original purchaser that the goods sold are free from defects in materials, mechanical parts and workmanship. Accordingly, the Company undertakes to repair, or at our option replace, without cost to such original purchaser either for material, parts, or labour, any part which within the specified warranty period from time of delivery is found to be defective; provided that the equipment has been used for normal purposes only in accordance with the instructions and has not been subject to neglect, misuse or accident and has not been repaired, serviced or dismantled by any person other than a service agent or person authorised by the Company. This warranty does not extend to cover repair or replacement of moving parts due to normal fair wear and tear arising from use. All warranty goods to be returned to the Company with freight paid by Buyer.
8. MAXIMUM LIABILITY The maximum liability which is accepted by the Company is limited to replacement of faulty goods only. Under no circumstances will the Company be liable for any indirect or consequential loss whatsoever. In the manufacture of our goods, every care has been taken but as the use of the goods is outside the control of the manufacturer, the end user assumes all responsibility for the use of the goods and neither the manufacturer nor any distributor or retailer shall be liable for any loss or damage resulting from use. Any advice or recommendations given by us or our staff is given in good faith and based on the best information available to us but neither we nor our staff accept liability arising from following that advice. The end user takes all responsibility for any action arising from that advice.
9. DELIVERY OF GOODS Delivery shall be deemed complete when the Company gives possession of the goods to a carrier for delivery to the Buyer. The Company shall not be liable for any damage or loss whatsoever arising from any failure to deliver or delay in delivery of the goods caused by an event beyond our control. The Buyer should notify the Company on receipt of goods regarding any claims for damages in transit.
10. RISK The risk in the goods supplied by the Company to the Buyer shall pass to the Buyer upon delivery as defined herein.
11. SUPPLY FOR BUSINESS USE Where the Buyer purchases the goods for business purposes the provisions of the Consumer Guarantees Act 1993 shall not apply to the supply of goods by the Company.
12. RETURN OF GOODS Goods will not be accepted for credit unless returned within 14 days of delivery. Prior approval must be obtained. An additional charge will be made for goods received back in less than saleable condition. Invoice number must be provided with returned goods. The credit value of authorised returns will be the amount invoiced, less a 10% restocking fee, less freight unless the goods are defective or an error was made on our part.
13. SECURITY INTEREST Ownership in the Goods shall not pass to the Buyer and any proceeds of sale of the goods shall belong to the Company until the Buyer has paid for the goods in full. The Buyer acknowledges and agrees that the Company may register any security interest that the Company has in respect of the goods and their proceeds on the Personal Properties Securities Register and that such security interest survives until the goods are fully paid for. Until payment to the Company has been made in full for the goods, the Buyer acknowledges and agrees that: - the Company supplies the goods to the Buyer on terms on the condition that the Company has a PMSI in the goods; - in relation to goods that are inventory, the Buyer will not allow any non purchase money security interest to arise in respect of the goods unless the Company has perfected its PMSI prior to the Buyer’s possession of the goods; - the Buyer will not permit the goods to become accessions or commingled with the other goods or mass if the Company has not perfected any security interest that the Company has in relation to the goods, and - if the Buyer sells the goods prior to payment for the same to the Company, the Buyer will pay the proceeds arising from that dealing into a separate account with separate records so that those proceeds remain identifiable and traceable to that dealing and the goods. The Buyer agrees there will be no other funds in the account. If the Buyer further deals with such proceeds, the Buyer will manage that dealing or dealings in a manner having the result that the proceeds remain identifiable or traceable to the original goods. If the Buyer sells the goods prior to payment for same to the Company, all claims which the Buyer holds against third parties shall be handed over to the Company. If the Company perfects any security interest that the Company has in relation to the goods, the Buyer will not do anything that results in the Company having less than the security or priority position in respect of the PPSA that the Company assumed at the time of that perfection. If the Company is a secured party under the PPSA; - the parties contract out of part 9 of the PPSA in the following manner: the rights and obligations contained in sections 114, 125, 129, 132, 133 and 134 of that Part do not apply between the Company and the Buyer; and - the Buyer waives its rights granted in sections 121 and 131 of the PPSA. Further, in accordance with section 148 of the PPSA, the Buyer waives its right to receive any financing statement or financing change statement from the Company. The Buyer will assist the Company by completing any formalities or providing any information required by the Company such that the Company may establish and maintain the best security position that it is entitled to under the PPSA. The Buyer agrees to indemnify the Company, upon demand, for all costs and expenses (including legal fees) incurred by the Company as a result of complying with any demand made under section 162 of the PPSA