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Terms of Trade


TERMS & CONDITIONS OF TRADE
Accurate Instruments (NZ) Ltd


1.  DEFINITIONS
1.1     “we”, “us” and “our”  shall mean and refer to Accurate Instruments (NZ) Ltd (Trading as HSE – Safety Shop), or any agents or employees thereof.
1.2     “you” and “your” shall mean the customer, any person acting on behalf of and with the authority of the customer, or any person purchasing goods from us.
1.3     “Goods” shall mean all goods, chattels, or services, provided by us to the you, and shall include without limitation the supply and / or installation of safety equipment or the repair of such equipment or training in the use of safety equipment as the case may be and all charges for labour and work incurred by Accurate Instruments (NZ) Ltd, or any fee or charge associated with the supply of goods by us to you.
1.4     “Price” shall mean the cost of the goods as agreed between us and you subject to clause 4 of this contract.
2.   ACCEPTANCE
  1. Any instructions received by us from you for the supply of goods shall constitute acceptance of the terms and conditions contained herein.  These terms and conditions shall apply to future orders you make with us and any terms or conditions to the contrary of these terms and conditions shall not apply.
  2. None of our agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by us in writing nor are we in any way bound by any such unauthorised statements.
3.   COLLECTION AND USE OF INFORMATION
3.1     You authorise us to collect, retain and use any information about the customer, or for the purpose of assessing the customer’s credit worthiness, enforcing any rights under this contract, or marketing any goods and services provided by us to any other party.
3.2     You authorise us  to disclose any information obtained to any person for the purposes set out in clause 3.1.
3.3     Where you are a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.
4.   PRICE
  1. All prices are exclusive of GST, freight costs, installation and any other applicable taxes and duties and may be subject to increase without prior notice due to exchange rate fluctuations and such items and increases are payable in addition to the price.
  2. Where no price is stated in writing or agreed to orally the goods shall be deemed to be sold at the current amount as such goods are sold by us at the time of the contract.
  3. The price may be increased by the amount of any reasonable increase in the cost of supply of the goods that is beyond the control of us between the date of the contract and delivery of the goods.
5.   PAYMENT
5.1     Payment for goods shall be made in full on or before the 20th day of the month following the date of the invoice, or on receipt of delivery of goods, whichever is the earlier or in accordance with the terms of the quotation (“the due date”).
5.2     Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
5.3     Any expenses, disbursements and legal costs incurred by us in the enforcement of any rights contained in this contract shall be paid by you, including any reasonable solicitor’s fees or debt collection agency fees.
5.4     Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
6.   QUOTATION
6.1     Where a quotation is given by us it:
6.1.1  is valid for thirty (30) days from the date of issue; and
  1. shall be exclusive of Goods and Services Tax unless specifically stated to the contrary;
  2. maybe withdrawn at any time before acceptance;
  3. applies only to the cost of supply of the goods or the repair of or installation of equipment as the case may be and does not include any charges that may be incurred by Accurate Instruments (NZ) Ltd for such items as delivery,  freight etc.  .
  4. is upon the basis that reasonable access to the property or premises is available where it includes the cost of delivery to the property or premises.   If such access is not available an extra charge for handling will be added;
  5. documents forming part of quotations and containing illustrations, drawings or weights and dimensions or other similar information are approximate only unless expressly warranted as correct.  We reserve our proprietary rights and copyright in and to estimates and drawings which shall not without our consent be made available to any third party;
  6. any performance figures given by us are based on our estimates which we expect to obtain during testing.  Unless guaranteed in writing no undertaking or warranty is given that such figures will be obtained and our liability in that event shall be strictly limited to the terms of the written guarantee. 
  7. For the purposes of this quotation the sizes in the quotation are based upon the specifications supplied by you and additional costs arising from any inaccuracy of such specification shall be payable by you;
  8. we are not responsible for installation or commissioning of the goods supplied nor for any ancillary services such as external and interconnecting wiring, cabling or pipe work necessary for the operation of the goods unless expressly agreed in writing.
  9. Where goods are required in addition to the quotation the customer agrees to pay for the additional cost of such goods.
 
 
7.   RISK
7.1     The goods remain at our risk until the delivery to you, but when title passes to you pursuant to clause 9.1 of this contract the goods are at your  risk whether delivery has been made or not.
7.2     Delivery shall be made at the place indicated by you and if no place shall be indicated then delivery shall be made at your premises.   If you fail or refuse to take or accept delivery then the goods shall be deemed to be delivered when we were willing to deliver them
7.3     The time agreed for delivery shall not be an essential term of this contract unless you give written notice to us making time of the essence.
  1. Where we deliver goods to you by instalments and we fail to deliver one or more instalments you shall not have the right to repudiate the contract but shall have the right to claim compensation as a severable breach.
  2. Delivery date where specified is subject to our suppliers stock levels and / or production schedules and accordingly, we reserve the right to alter delivery dates.
8.   AGENCY
8.1     You authorise us to contract either as principal or agent for the provision of goods that are the matter of this contract.
  1. Where we enter into a contract of the type referred to in clause 8.1 it shall be read with and form part of this agreement and you agree to pay any amounts due under that contract.
9.   TITLE
9.1     If the goods are ascertained and in a deliverable state, title in the goods passes to you when you have made payment for all goods supplied by us.
9.2     Where you have not paid for any goods in your possession property in such goods shall remain with us and:
9.2.1  The goods shall be held by you as bailee; and
9.2.2  If the goods are attached, fixed, or incorporated into any of your property, title in the goods shall remain with us until you have made payment for all goods, and where those goods are mixed with other property so as to be part of or a constituent of any new goods, title to these new goods shall deemed to be assigned to us as security for the full satisfaction by you of the full amount owing between us and you.
  1. You give irrevocable authority to us to enter any premises occupied by you, at any reasonable time, to remove any goods not paid for in full by you.  We shall not be liable for costs, damages or expenses or any other losses incurred by the customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever.
10.LIABILITY
10.1   Except as otherwise provided by statute we shall not be liable for:
10.1.1   Any loss or damage of any kind whatsoever whether suffered or incurred by you or another person whether such loss or damage arises directly or indirectly from goods or services or advice provided by us to you and without limiting the generality of the foregoing of this clause we shall not be liable for any consequential loss or damage of any kind including without limitation any financial loss; and
10.1.2   for any loss, damage, or injury beyond the value of the goods provided by us to you in contract, or in tort, or otherwise; and
  1. you shall indemnify us against all claims of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of our negligence or the infringement of any letters patent, trademark, trade name, copyright or other similar right to which any specification or information supplied by you might be subject or otherwise by any person in connection with any matter, act, omission, or error by us, our agents or employees in connection with the goods or this contract.
  2. All claims must be received by us within 72 hours of either delivery of the goods or when you should have become aware of facts which might give rise to a claim. 
11. RETURN OF GOODS
11.1   No goods will be accepted for return or credit after 7 days from delivery of the goods to you without the written authorisation of Accurate Instruments (NZ) Ltd.  A minimum restocking fee of 10% of the invoice values will be charged on all unused goods that are returned to Accurate Instruments (NZ) Ltd for credit or exchange.
  1. In the case of damaged goods, Accurate Instruments (NZ) Ltd will not be liable for any claim for damaged goods unless a claim is first made with the carrier and this claim determined.  Any subsequent claim made against Accurate Instruments (NZ) Ltdmust be accompanied by the response from the carrier.
12. CONSUMER GUARANTEES ACT
12.1   The guarantees contained in the Consumer Guarantees Act 1993 are excluded where you acquire goods or services from us for the purposes of a business in terms of section 2 and 43 of that Act.
13.   WARRANTY
  1. We warrant the goods and services supplied by us against defects in our workmanship for a period of 12 months from the date of original sale or supply by us (“the warranty period”).  This warranty applies only to an original purchase of new goods by you from us and does not cover damage, malfunction or failure resulting from accident, damage in transit, misuse or misapplication, improper or unauthorised repair, neglect, modification or use of unauthorised replacement parts or accessories. 
  2. We will pass on to you the benefit of any warranty given by our suppliers or a third party such as the manufacturer in respect of materials.
  3. Those goods that are proved defective because of faulty workmanship or faulty materials will be repaired at the manufacturer’s option at no charge provided the defective goods are sent to the manufacturer directly or to Accurate Instruments (NZ) Ltd with all transport charges prepaid.  Accurate Instruments (NZ) Ltd reserve the right to charge you for transport charges if these charges are not prepaid.  No allowance will be made for labour or removal or reinstallation of any goods proved defective. 
  4. In the case of second grade goods or damaged material, the goods are sold on an “as is where is” basis and the above warranties will not apply.  
14.   CANCELLATION
14.1   We shall, without any liability, and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of goods to you if you fail to pay any money owing after the due date or you commit an act of bankruptcy as defined in section 19 of the Insolvency Act 1967.
  1. Any cancellation or suspension under clause 15.1 of this agreement shall not affect our claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this contract or your obligations to us under this contract.
  2. All sums paid by you shall immediately become due and payable in the event that you fail to observe any of the terms of this contract or enters into a compromise or arrangement with your creditors or become bankrupt or have a receiver appointed or suffer presentation of a liquidation petition or pass a resolution for your liquidation. 
15.   MISCELLANEOUS
15.1   You shall not assign all or any of its rights or obligations under this contract without our written consent.
15.2   We shall not be liable for delay or failure to perform our obligations if the cause of the delay or failure is beyond our control.
15.3   Failure by us to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations we have under this contract.
15.4   The law of New Zealand shall apply to this contract except to the extent expressly negatived or varied by this contract.
15.5   Where the terms of this contract are at variance with the order or instruction from you, this contract shall prevail.
  1. If you are a company or trust, the director(s) or trustee(s) signing this contract jointly and severally guarantee to us the payment of the balance of your credit facility from time to time, and the payment of any and all other monies now or hereafter owed by you to us.  Any personal guarantee made by any party shall not exclude you in any way whatsoever from the liabilities and obligations contained in this contract.  The guarantors and customer shall be jointly and severally liable under the terms and conditions of this contract.
  2. If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
  3. We shall not be liable for delay or failure to perform our obligations arising from acts of God or if the cause of the delay or failure is beyond our control.