Terms & Conditions of Trade: Roof Auckland Ltd
1) Defined Terms: "Goods" means all Goods supplied from time to time by us to you and (unless the context otherwise requires) includes all proceeds of such Goods, provided that: (a) where the Goods supplied are your Inventory, then all references to Goods in these Terms shall, in respect of those Goods, be read as references to Inventory; and (b) where the Goods supplied are not Inventory then all references to Goods in these Terms shall, in respect of those Goods, mean the Goods described in any one or more of the relevant order form, packing slip or invoice (or its equivalent, whatever called) relating to those Goods, on the basis that each such order form, packing slip or invoice (or its equivalent) shall be deemed to be incorporated in, and form part of, these Terms. Roof Auckland Ltd ("The Vendor","our", "us" etc) "Inventory" has the meaning given to that term in the PPSA."PPSA" means the Personal Property Securities Act 1999 (as amended or substituted from time to time). Unless the context otherwise requires, words and phrases shall have the meanings given to them in, or by virtue of, the PPSA.
2) Terms of Contract: Any Goods or Services supplied to you shall be subject these Terms unless we agree in writing to change them. If you accept Goods or Services from us, those actions by you will be deemed to be acceptance of these Terms, notwithstanding anything that may be stated to the contrary in your enquiries or your order.
3) Acceptance: Each and any order shall constitute acceptance by the Customer of these Terms and Conditions of Trade.
4) Price: 1.1 The price for Goods and Services will be either as quoted to you in writing or, if no written quote is provided, at our standard charges applying at the time. Unless otherwise agreed in writing any quoted price may be altered prior to delivery of Goods or provision of Services to you, if our costs fluctuate materially. We may withdraw any quotation before it is accepted, and in any event any quotation will lapse without notice 30 days after it is given. 1.2 Unless otherwise agreed in writing all freight, insurance and delivery charges will be additional to any price quoted.
5) Payment: 1.1 Payment for Goods and Services is due 7 days from invoice or completion of work. Payments will not be credited until cleared 1.2 If full payment for the Goods or Services is not made on the due date, then without prejudice to any other remedies available to us: (a) we may cancel or withhold supply of further Goods or Services; (b) interest on monies overdue shall be charged on a monthly basis and be calculated on a daily basis at a rate of 2.5% per month during such default, and interest shall continue to accrue both before and after judgment; and (c) you shall be responsible for all legal and collection costs incurred by us in recovering such monies. (d) An administration fee may be charged on any overdue amounts 1.3 We may from time to time vary your credit limit with us at our discretion, in relation to further purchases of Goods or Services. If any purchase would be in excess of your credit limit, we reserve the right to require, prior to delivery of the Goods or Services, payment in cash of the amount by which the cost exceeds your credit limit. Before supplying you with Goods or Services, we may at our discretion require all or any of the following: (a) payment in advance; (b) a guarantee of payment; (c) a deposit of up to 50%; (d) progress payment; 1.4 We may set off against any monies owed by us to you any monies which you owe to us or any of our subsidiaries, related companies or shareholders so that our obligation to you shall be to pay the net balance only. 1.5 If any of our subsidiaries, related companies or shareholders owe moneys to you then they may set off against those monies any monies owed by you to us in respect of any Goods or Services. They will only be liable to pay the net balance owing. You agree that this provision is made for the benefit of our subsidiaries, related companies and shareholders and may be enforced directly by them in their own respective names. 1.6 Your obligation under these Terms shall be to pay the full amount owing under these Terms free of all deductions or rights of set off.
6) Events of Default: In the event that: 1.1 any money payable to the Vendor becomes overdue, or in the Vendor's opinion the Customer will be unable to meet its payments as they fall due; or 1.2 the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or 1.3 a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer; then without prejudice to the Vendor's other remedies at law 1.4 the Vendor shall be entitled to cancel all or any part of any order of the Customer which remains unperformed in addition to, and without prejudice to any other remedies; and all amounts owing to the Vendor shall, whether or not due for payment, immediately become payable.
7) Quotation: Where a quotation is given by the Vendor for the supply of Goods and Services: A: unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; B: the quotation shall be exclusive of Goods and Services Tax unless specifically stated to the contrary; C: the Vendor reserves the right to alter the quotation because of circumstances beyond its control; D: the Customer or the Vendor requests a variation to the original quote.
8) Errors or Omissions: Any clerical errors that may have been over sighted maybe subject to correction by the Vendor weather in a quotation; invoice; or any correspondence.
9) Ownership of Goods and rights of entry to repossess: In the Event of nonpayment by the Customer, any Goods supplied by the Vendor to the Customer shall remain the Vendors property. Whilst Vendors Goods are in your possession, you shall: 1.1 not attempt to sell, assign, mortgage, sublet lend any of the Goods or any part thereof. 1.2 not alter or make any additions to the Goods, including, but without limitation, alter; make any additions to, deface or erase any identifying mark, plate or number, on or in the Goods of any other part of the Goods or in any other manner. The Vendors Terms of Trade 1.3 irrevocably permit us (or our agents) at any time without notice to enter all premises at which we believe on reasonable grounds the Goods to be stored, toinspect remove, or repossess the Goods supplied by the Vendor. 1.4 The Vendor takes no responsibility or liability for any damage caused in the collection of such Goods either by the Vendor or any third party. 1.5 The Vendor may sell any Goods repossessed to offset any monies owed by the customer. 1.6 The Customer shall be liable for any costs incurred by the Vendor in the process of recovery of any Goods.
10) Risk and Delivery: 1.1 If we are delivering the Goods to you, we will use reasonable endeavours to see that deliveries are made according to schedule, but shall not be responsible for delivery delays due to causes beyond our control and you agree to accept delivery as soon as the Goods are able to be delivered. 1.2 Risk in respect of the Goods sold shall pass to you when the Goods are delivered to you. 1.3 Risk in the customers Goods in our possession, for including but not limited to, servicing, inspection, repair remains with the customer. It is the customer's responsibility to insure your Goods, even if we have arranged transportation of the Goods. 1.4 If you fail to pick up or to accept delivery of the Goods ordered, or request a delay in delivery, you shall pay us reasonable storage charges until such time as delivery is made. You shall also pay for the Goods in full as if the Goods had been delivered. 1.5 We shall be entitled to make delivery by instalment and each delivery shall be deemed to be a separate contract and the unit price in respect of Goods delivered shall fall due for payment in accordance with clause 4. (Price)
11) Warranties: 1.1 Except to the extent of written warranties given by us to you, all warranties and representations including those expressed or implied by law, in respect of Goods sold or Services supplied are excluded to the extent permitted by law. Where applicable, manufacturer's warranties will apply. 1.2 We shall not be liable: (a) where you have altered or modified the Goods, miss applied the Goods, or have subjected them to any unusual or non-recommended use, servicing or handling; (b) for loss caused by any factors beyond our control; (c) for any indirect or consequential loss of any kind; (d) for any second hand Goods; (c) where the terms of any written warranty have not been complied with, or any manufacturers' handbook provided to you has not been complied with; (d) for normal wear and tear; 1.3 Our total liability under any warranty for defective or damaged Goods supplied by us or in relation to the provision of Services is limited at our option to either: (a) replacing or repairing the defective or damaged Goods; or (b) refunding the price of the defective or damaged Goods or provision of service. (c) where the Consumer Guarantees Act 1993 applies the Customer shall have all the rights and remedies provided under this Act but no others. The Customer warrants to the Vendor that any Goods and Services supplied by the Vendor under any order with the Vendor are being acquired by the Customer for the purpose of its business and the Consumer Guarantees Act 1993 does not apply to the supply of those Goods and Services. (d) where Goods supplied are defective in terms of any condition warranty or guarantee or otherwise do not conform to the Order, the Vendor will at its discretion replace or repair any faulty Goods or pay the cost of replacing them, but only if a claim is made by the Customer within seven days of delivery of the Goods or Service time being of the essence
12) Liability: 1.1 Notwithstanding anything else in any agreement, the liability of the Vendor, arising from breach of any of the Vendor's obligations under any agreement, from any cancellation of any agreement or from any negligence on the part of the Vendor, its servants, agents or contractors, shall be limited to damages which shall not in total exceed the agreement price. 1.2 The Vendor shall not be liable for any loss of any kind whatsoever suffered by the Customer as a result of any breach of any of the Vendor's obligations under any agreement, including any cancellation of any agreement or any negligence on the part of the Vendor, its servants. agents or contractors, nor shall the Vendor be liable for any loss, damage or injury caused to the Customer's servants, agents, contractors, buyers, visitors, tenants, trespassers or other persons. The Customer shall indemnify the Vendor against any claim by any such person. 1.3 No liquidated damages are payable unless specifically agreed by us in writing.
13) Construction Contracts Act: The Customer hereby expressly acknowledges that: 1; The Vendor has the right to suspend work within five (5) working days of written notice of his intent to do so if a payment claim is served on the Customer, and: 2; the payment is not paid in full by the due date for payment and no payment schedule has been given by the Customer; or 3; a scheduled amount stated in a payment schedule issued by the Customer in relation to the payment claim is not paid in full by thedue date for its payment; or 4; the Customer has not complied with an adjudicator's notice that the Customer must pay an amount to The Vendor by a particular date; and: 5; the Vendor has given written notice to the Customer of his intention to suspend the carrying out of construction work under the construction contract. If The Vendor suspends work, he: a; is not in breach of contract; and b; is not liable for any loss or damage whatsoever suffered, or alleged to be suffered, by the Customer or by any person claiming through the Customer; and c; is entitled to an extension of time to complete the contract; and d; Keeps his rights under the contract including the right to terminate the contract; and may at any time lift the suspension, even if the amount has not been paid or an adjudicator's determination has not been complied with. 6; if the Vendor exercises the right to suspend work, the exercise of that right does not: a; affect any rights that would otherwise have been available to the Vendor under the Contractual Remedies Act 1979; or: b; Enable the customer to exercise any rights that may otherwise have been available to the customer under the Act as a direct consequence of the Vendor suspending work under this provision.
14) Access for Installation and Provision of Services: 1.1 The Customer acknowledges that it solely shall be responsible for arranging and providing convenient access for the Goods and provision of Services to the proposed place of installation including but not limited to access thereto by way of stairs, scaffolding, lift or crane as the case may require. 1.2 If the Customer fails to supply convenient access as aforesaid for any reason then the Vendor may make a further charge to the Customer to cover the additional costs it incurs arising from such failure as the Vendor considers reasonable. 1.3 If the Customer is not in a position to accept or take delivery of the Goods or accept provision of the Services as scheduled the Customer shall be responsible for all additional charges caused thereby. 1.4. Where installation or supply of the Goods or provision of the Services is required of the Vendor by the Customer and installation or supply is required to be co-ordinated with other trades the Customer shall provide theVendor with a schedule detailing all relevant information relating to installation or supply with sufficient time allowed for the Vendor to meet delivery or supply dates. 1.5. The delivery or supply period shall be extended to cover delays caused by strikes, lockouts, prohibitions, non-availability of materials or any circumstances beyond the Vendor's control. 1.6. Where you grant access to us over your property for the purposes of our providing Goods or Services to you, you shall ensure compliance with all legislation and regulations in relation to the property, including ensuring the property is in a safe state for us to undertake any necessary work. 1.7. If we have any concerns regarding the safety of our employees or contractors, in relation to the access and use of your property, we shall be entitled to halt all work on your property, until such time as our safety concerns have been resolved. In that case you shall be responsible for payment of work undertaken by us to that point.
15) Return of Goods: The customer shall not be entitled to return any good under these terms and conditions.
16) Mediation: If at any time any question, dispute or difference whatsoever shall arise between the Customer and us, in relation, or in connection with any contract arising from this quotation either party may give to the other notice in writing within sevendays of the existence of such question, dispute or difference and in the first instance the parties shall confer at least once to resolve the dispute or to agree on methods of doing so. At such time a representative with the authority to agree the matter shall be present. Failing agreement, the same shall thereupon be referred to the arbitration in New Zealand of a person to be mutually agreed upon. The submission shall be deemed to be a submission to arbitration within the meaning of the terms of ArbitrationLaws in force in New Zealand
17) Cancellation: 1.1 Cancellation by you: You may not cancel any order for Goods or Services or part of it without our written consent. If you do so, in addition to any other rights we may have, we may retain any deposit paid and charge you for any costs incurred to date. 1.2 Cancellation by us: We shall be entitled without liability to you to cancel an order or delivery of an order or refuse and order if: (a) you become insolvent, enter into a scheme of arrangement with creditors (other than with our consent) or you cease or threaten to cease to carry on all or a material part of your business, or have a receiver appointed in respect of any or all of your assets or other steps are taken for your dissolution; (b) you or we are refused any licences, consents or permits in respect of the Goods or Services; (c) An extraordinary event occurring or a material change affecting the affairs or the financial condition of the purchaser, which gives the vendor reasonable grounds to conclude that the purchaser may not, or may be unable to, perform or observe its obligations under the contract; or (d) you breach any term of these Terms.
18) Waiver or variation: Waiver or variation of these Terms by us will only be effective if given in writing by an authorized member of our staff. If we waive any of these Terms the waiver will not affect our rights under these Terms at any future time.
19) Severability: Each clause in these Terms is severable and if any clause is held to be illegal or unenforceable then the remaining clauses will remain in full force and effect.
20) Governing law: The Contract and these Terms will be interpreted in accordance with and governed by the laws of New Zealand and the New Zealand courts will have non-exclusive jurisdiction in respect of all matters between us.
21) PPSA 1999 and as amended: 1.1 Security: You acknowledge and agree that:(a) by assenting to these Terms, you grant a security interest (by virtue of the retention of title clause in clause 5 of these Terms) to us in all Goods previously supplied by us to you (if any) and all after acquired Goods supplied by us to you (or for your account); and (b) these Terms shall apply notwithstanding anything, express or implied, to the contrary contained in your purchase order. 1.2 Financing Statement: You undertake to: (a) sign any further documents and/or provide any further information (which information you warrant to be complete, accurate and up-to-date in all respects) which we may reasonably require to enable registration of a financing statement or financing change statement on the Personal Property Securities Register; (b) not register a financing change statement or a change demand in respect of the Goods (as those terms are defined in the PPSA) without our prior written consent; and (c) give us not less than 14 days prior written notice of any proposed change in your name and/or any other change in your details(including, but not limited to, changes in your address, facsimile number, trading name or business practice).1.3 Waiver You waive your right to receive a verification statement in respect of any financing statement or financing change statement relatingto the security interest. 1.4 Contracting out (a) You agree that nothingin sections 114(1)(a), 133 and 134 of the PPSA shall applyto these Terms and, with our agreement, contract out of suchsections. (b) To the maximum extent permitted by law you waive your rights and contract out of your rights under the sections referred to in section 107(2)(c) to (e) and (g) to (i) of the PPSA.
22) Notices: Any notice to be given to the customer shall be deemed to be given 48 hours after it being posted by ordinary post or immediately if sent by email, fax or telegram to the physical address, email address or appropriate facsimile number of the customer set out in the contract or to the customer's registered office or to the customer's last known address.
23) Indemnity: The customer shall comply with all instructions of the vendor in relation to the handling, fitting and installation and use of the equipment and notwithstanding such compliance the customer shall keep the vendor indemnified against all costs, claims, demand expenses and liabilities of whatsoever nature, including without prejudice to the generality of the foregoing, claims for death, personal injury, damage to property and consequential loss (including loss of profits) which may be made against the vendor or which thevendor may sustain, pay, incur as a result of or in connection with the manufacture, sale, export, import or use of the equipment unless such cost, claim, demand, expense or liability shall be directly and solely attributable to the negligence of the vendor or the negligence of a duly authorised employee or agent of the vendor.
24) Merger with Other Goods: If the Goods are attached, fixed or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the products and Services shall remain with the Vendor until the Customer has made payment for all Goods and where those Goods are mixed with other property so as to be part of or constituent of any new Goods title to those new Goods shall be deemed to be assigned to the Vendor as security for the full satisfaction by the Customer of the full amount owing by the Customer to the Vendor.
25) Health and Safety: The customer shall be responsible to ensure that applicable health and safety regulations are observed and other appropriate steps taken in relation to the storage, handling and use of the equipment and the health and safety of the Vendor's staff working on the customer's premises.
26) Force Majeure: Neither the Vendor or the Customer shall be liable for any delay in the production or delivery of the Goods or Services directly or indirectly caused by force majeure which term is to include: acts of god, fire, riot, war, embargo, strikes, labour disputes, theft, delays in delivery by sub-suppliers, prohibition of export or import, confiscation, action or interference by any governmental or other authority or any other occurrences (whether or not similar in nature to those specified above) beyond our control. In such event the Vendor shall be entitled to determine the contract on giving reasonable written notice or to make delivery of the Goods or Services which the Customer agrees to accept whenever such cause of delay has been remedied.
27) Privacy: Privacy: The Customer understands that any information being collected is in accordance with the Privacy Act 1993 and that the Customer has rights of access to and correction of personal information held by the Vendor. The Customer agrees and authorise the Vendor to obtain or divulge any information about the Customer (including adverse information) from or to any third party (including credit reporting and debt collection agencies) in the course of our business activities including credit assessment, debt collection and direct marketing activities. The Customer warrants that all information provided to the Vendor has been collected in accordance with the principles of the Privacy Act 1993 and that any third party has authorised the use or disclosure of any personal intonation in any way deemed necessary by us for the purpose of carrying out the service requested by the third party. The Customer further undertakes to indemnify The Vendor against any claims arising from any action taken by itself on your behalf.
28) Electronic Communications: If the Customer has provided the Vendor with an email address for communication purposes the Vendor will fully comply with all requirements under the Unsolicited Electronic Messages Act 2007.
29) We reserve the right to change these terms and conditions of sale at any time and any amendments will be forwarded to the customer
30) Compliance with laws: The Vendor will comply with all legislation, codes and standards specified in the Contract and the Company is under no liability as a failure to meet any other legislation, codes or standard. If, after the Contract date, there are any changes in any legislation, regulations or standards with which the company must comply, then the Customer agrees to reimburse or pay to the Vendor an amount equal to additional cost incurred by the Vendor relating to such compliance. The Customer is responsible for any permits; regulations required to be met; codes of compliance; by-laws or any law with regards to any Goods or Services provided by the Vendor.
31) Assignment: The customer may not assign or transfer or purport to assign or transfer any of its rights or obligations under or in connection with the contract to any other person whatsoever.