Terms And Conditions of Sale
1.Prices and Variations:
a)The current list price of the Vendor is based on the latest information available to the Vendor as to the rates of exchange, manufacturers or suppliers prices or charges, freight, forwarding and handling charges, insurance, Customs Duty, wages, cost of materials, transport and other expenses.
b)The Vendor shall be entitled to increase the current list price by the amount of any increase in any of the foregoing rates, prices or charges paid or incurred by the Vendor during the period of the supply contract (and any renewal thereof) provided that any such increase shall apply only to orders placed by the Purchaser subsequent to the date of the increase.
c)A certificate signed by the secretary of the Vendor Company certifying as to the quantum of any such increase shall be deemed, in the absence of proof to the contrary, to be sufficient evidence of any such increase for the purpose of any proceedings in respect of any order arising out of the supply contract.
2.Terms of Payment:
a)For nonaccount holders and account holders without terms of credit prearranged in writing, terms are strictly cash or credit card with order.
b)For account holders with terms of credit prearranged in writing, payments to be made on or before the 20th of the month following delivery, unless otherwise agreed in writing.
c)Account holders payment is sight draft against irrevocable letter of credit unless otherwise agreed in writing.
a)No order arising out of the supply contract shall be cancelled without the consent of the Vendor and in such cases, the Purchaser shall be liable to refund up to the Vendor all costs and expenses incurred by the Vendor in fulfilling the order up to such date of cancellation.
b)The Vendor need not accept the return of goods ordered by the Purchaser and delivered by the Vendor. If the Vendor shall accept returned goods it shall be subject to the Purchaser paying all costs relating to such return together with a restocking charge of 20% of the purchase price of the returned goods and other terms as the Vendor shall impose.
c)Refunds shall be given solely at the discretion of the Company.
a)Delivery shall be deemed to have taken place when the goods have left the Vendors store.
b)Any times for delivery of any order quoted by the Vendor shall be deemed to be estimates only and no claim shall lie against the Vendor for failure to deliver within such times where any delays have been due to causes beyond the control of the Vendor or otherwise.
c)The Vendor may, if it chooses, deliver the goods by instalments to the Purchaser in accordance with this Clause 4. The Vendor and the Purchaser agree that in event the Vendor makes a defective delivery in respect of one or more instalments, that such a defective delivery shall be deemed to amount to a severable breach giving rise only to a claim as covered by clause 5 below.
d)If the Purchaser rightfully refuses to accept the goods when delivered to the Purchaser, the Purchaser is bound to return the rejected goods to the Vendor.
e)Nothing in this supply contract obliges the Vendor to afford the Purchaser a reasonable opportunity of examining the goods for the purpose of ascertaining whether or not they are in conformity with the agreement.
5.Partial or Complete Impossibility of Supply.
a)The Purchaser may withdraw from the contract if it is found that the Vendor is unable to complete supply for reasons for which the Vendor is responsible. In the event of partial impossibility of supply the right to withdraw shall exist only if it can be demonstrated that the part supplied is of no use to the Purchaser; otherwise the Purchaser may demand a proportionate reduction in the purchase price.
b)If the impossibility of supply is the responsibility of neither contracting party the Vendor shall be entitled to payment for any part of the supply completed.
c)If the impossibility of performance occurs during a delay in acceptance or through the fault of the Purchaser the Vendor shall not be liable for any claim.
d)Any further claims due to partial or complete impossibility of supply shall be excluded in accordance with Section 6.
a)The Vendor shall make good by the replacement of or at its option repair if any defect in goods manufactured by the Vendor which appears within 12 months from the date of delivery on the goods and which in the Vendors opinion is caused solely by faulty material or workmanship provided that the goods have been used in a normal manner and not subject to excessive wear and tear.
b)The foregoing warranty is limited to the replacement or repair of the defective goods or parts thereof, and is in lieu of any other warranty, or condition whether expressed or implied by law or otherwise howsoever.
c)No claim will lie against the Vendor under this clause unless written notice of an alleged defect is given to the Vendor within 14 days of such defect becoming apparent.
d)The Vendor shall not be liable in contract (except as hereinbefore provided) or for negligence or otherwise in tort nor otherwise for any direct or indirect damage, economic loss or consequential or other loss whatsoever in respect of or arising out of the function of any goods supplied nor manufactured pursuant to the supply contract and the Purchaser shall fully indemnify the Vendor its servants and agents and each of them against all claims by any person or persons for any loss or damage whatsoever and howsoever arising out of or in connection with the function or failure of the goods supplied or manufactured b the Vendor.
e)The Purchaser acknowledges that the goods are of a design, capacity, manufacture and performance selected by the Purchaser and that all conditions, warranties and representations on the part of the Vendor in relation to the goods, whether express or implied, statutory or otherwise, or whether collateral or antecedent hereto including but not limited to any warranty or condition of merchantability or fitness for a particular purpose are hereby expressly excluded, provided that nothing herein contained purports to exclude, restrict or modify the operation or effect of any terms compulsorily implied in the agreement by virtue or any legislation.
7.Damage and Insurance:
The Purchaser is responsible for all loss or damage to goods after delivery of the same and agrees to arrange any insurance required against such loss or damage subject to the provision of clause 7.b. hereof.
8.Repossession for NonPayment:
a)Notwithstanding the delivery of any goods as made to the Purchaser, property in the goods shall not pass until the Purchaser has made payment in full for all amounts owing by the Purchaser to the Vendor so that the Purchasers total indebtedness to the Vendor under these Terms and Conditions of sale or on any account whatsoever is discharged.
b)Until such time as payment shall have been made for the goods the Purchaser shall keep the goods insured to their full insurable value against loss or damage in the name of the Vendor as unpaid Vendor.
c)Upon default in payment of the purchase price on or before the due date following delivery of any order pursuant to the supply contract the Vendor shall be entitled to withhold future orders placed by the Purchaser pending payment and/or to take possession of and resell the goods already supplied, such remedies to be without prejudice to any other remedies available to an unpaid Vendor in law or equity including cancellation of the supply contract by the Vendor.
d)The Vendor shall be entitled to recover interest at the rate of 1.5% per month on all outstanding purchase monies.
e)Until full payment, the Purchaser shall store the goods in a way that clearly manifests the Vendors title.
f)The Purchaser acknowledges that until his total indebtedness under these Terms and Conditions of Sale to the Vendor is discharged, he holds the goods as bailee of the Vendor and that a fiduciary relationship exists between them.
g)The Vendor reserves to itself the right of resale of the goods in the event the Purchaser makes default under any provision of this supply contract.
Any dispute or difference arising out of the construction or interpretation of any clause herein or the respective rights or obligations of either party to the supply contract shall be referred to and settled by arbitration in accordance with the provisions of the Arbitration Act 1903 and any amendments hereof.
This supply shall be construed to and governed by the law of New Zealand.
11.Vienna Sales Convention:
The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this supply contract.