TERMS AND CONDITIONS
These terms and conditions of trade shall apply to all goods and services provided by Wilpower Electrical (1998) Limited. Any additional or different terms must be agreed in writing.
1.1. “Company” means Wilpower Electrical (1998) Limited.
1.2. “Customer” means the person, authorized agent or legal entity stated on the invoice or order form, buying goods and/or services from Wilpower Electrical (1998) Limited.
1.3. “Goods” has the same meaning as section 2 of the Sale of Goods Act 1908 and is any goods provided by the Company to the Customer.
1.4. “Services” shall mean all services supplied by the Company to the Customer and includes any recommendations or advice.
1.5. “Guarantor” means the person who has agreed to be liable for the debts of the Customer.
2.1. Any instructions received by the Company from the Customer for the supply of goods or services shall constitute acceptance of the terms and conditions contained herein.
2.2. The Customer acknowledges that it has received a copy of these terms and conditions.
3. PAYMENT TERMS
3.1. Payment for goods or services shall be made in full on or before the 20th day of the month following the date of invoice, or other date agreed by the parties (“the due date”).
3.2. If an invoice is unpaid after the due date the Company reserves the right to suspend services until the invoice is paid in full.
3.3. Unless otherwise agreed, accounts that remain unpaid after the due date shall incur interest at a rate of 18% per annum commencing from the due date and charged to the Customer on a monthly basis until payment is made in full.
3.4. Payment may be made by installments if agreed in writing by the Company.
3.5. The Customer shall pay all costs incurred by the Company, including costs on a solicitor-client basis and debt collectors’ costs incurred in the recovery or attempted recovery of outstanding money and the enforcement of these terms and conditions.
3.6. The Customer may not claim any counterclaim or set-off against any payments due by it to the Company.
4.1. Where the Customer is in default under these terms and conditions or any other contract between the Customer and the Company, the Company may:
4.1.1. Demand payment of all or part of any sums whether due or not; and/or
4.1.2. Require security for such obligations to its full satisfaction before any further supplies are made to the Customer; and/or
4.1.3. Withhold, without notice, deliveries of goods ordered by the Customer; and/or
4.1.4. Charge interest pursuant to clause 3.3; and/or
4.1.5. Cancel this or any other contract between the parties.
4.2. Without prejudice to its other remedies, the Company shall be entitled to cancel this and any other contract for supply with the Customer in the following circumstances:
4.2.1. If the Customer becomes insolvent or is adjudicated bankrupt; or
4.2.2. If a receiver is appointed in respect of the assets of the Customer; or
4.2.3. If the Customer no longer carries on business or threatens to cease carrying on business; or
4.2.4. If an arrangement with the Customer’s creditors is made or is likely to be made; or
4.2.5. If the ownership or effective control of the Customer is transferred or the nature of the Customer’s business is materially altered.
5. RISK AND OWNERSHIP
5.1. The Goods will be at the Customer’s risk immediately on delivery. The Customer will insure the Goods at full replacement value until legal and beneficial ownership of them has passed to the Customer. If the Goods are damaged or destroyed before legal and beneficial ownership of them has passed to the Customer, the Customer will hold the proceeds of such insurance in a separate fund and on trust for the Company.
5.2. Legal and beneficial ownership of the Goods will remain with the Company until payment in full is made:
5.2.1. for the Goods; and
5.2.2. for all other amounts owing by the Customer to the Supplier.
5.3. Until legal and beneficial ownership of the Goods has passed to the Customer, the Customer will store the Goods separately from other goods.
6.1. Title in the goods passes to the Customer when the Customer has made payment in full for all goods and services supplied by the Company.
6.2. The Customer gives necessary authority to the Company to enter any premises occupied by the Customer, at any reasonable time, to remove any goods not paid for in full by the Customer. The Company shall not be liable for damages, costs or expenses or any other losses suffered by the Customer as a result of this action.
7.1. Failure by the Company to enforce any of the terms & conditions contained in this contract shall not be deemed to be a waiver of any of the rights the Company has in this contract and is not liable for any indirect loss or expense to the Customer.
8. FORCE MAJEURE
8.1. The Company shall not be liable for failure or delay to perform its obligations if the delay or failure is beyond its control.
9. RETURN OF GOODS
9.1. The Customer shall be deemed to have accepted the goods and/or services unless the Customer notifies the Company otherwise in writing within seven (7) days of delivery or performance of the goods or services to the Customer.
9.2. If the goods or services are not accepted or deemed accepted according to clause 9.1 of this contract the Customer shall pay for the delivery of the returned goods to the Company.
9.3. The Company will not accept product returned for credit that is in anyway damaged, or not of merchantable quality or product that has been specially manufactured or procured for the Customer.
9.4. The Company shall, should an agreement to accept returns be granted, be entitled to charge the Customer a re-stocking fee of 15% of the selling price for product returned in good merchantable quality.
9.5. At the Company’s sole discretion defective goods or services will be repaired, replaced or refunded by the Company if the Customer has notified the Company within seven (7) days of delivery.
10.1. The contract shall in all respects be deemed to be a contract made in New Zealand and the validity, construction, and performance of the contract shall be governed by New Zealand law.
11. PERSONAL PROPERTY SECURITIES ACT 1999
11.1. The Customer agrees that the provisions herein constitute a Security Interest in Personal Property (as those terms are defined in the Personal Property Securities Act 1999 (“PPSA”)) in respect of which the Company may register a financing statement on the Personal Property Securities Register.
11.2. The Customer hereby waives its rights contained in sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131, and 132 of the PPSA.
12.1. The Company may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
12.2. The Customer shall not assign all or any of its rights or obligations under this contract without the written consent of the Company.
13.1. The Company may cancel these terms and conditions or cancel the provision of goods and services at any time before the goods or services are provided by giving written notice. The Company shall not be liable for any loss or damage arising from such cancellation.
13.2. The parties acknowledge that, notwithstanding the provisions of the Contractual Remedies Act 1979, the Customer shall not be entitled to cancel or otherwise terminate the contract.
14.1. The Company makes no warranty or representations as to the state, quality or fitness of the goods for any purpose and no such warranty shall be implied. For the avoidance of doubt, no warranty shall be implied by the description of the goods on the face of this form or by the provision of any information relating to the proper operation or maintenance of the goods. For the avoidance of doubt the Customer expressly acknowledges that the Sales of Goods Act 1908 does not apply.
15. CONSUMER GUARANTEES ACT 1993
15.1. The guarantees contained in the Consumer Guarantees Act 1993 are expressly excluded and shall not apply where the Customer acquires goods or services from the Company for the purposes of a business.
15.2. If the Customer on sells the goods to a third party, the Customer agrees to indemnify the Company for any losses incurred due to third party claims against the Company.
16. LIMITATION OF LIABILITY
16.1. The Company shall not be liable for any loss of profits, or any consequential indirect loss, or damage of any kind arising directly or indirectly from any breach of the Company’s obligation under this contract or in tort.
16.2. Where the Company is liable to the Customer, the maximum cost of any liability shall not in any circumstances exceed the value of the goods or services provided by the Company to the Customer.
17. ACTIONS AGAINST THE COMPANY
17.1. The Company shall be under no liability whatsoever unless:
(a) written notice of any claim, giving full particulars of any alleged loss or damage, is received by the Customer within seven (7) days after delivery of the goods or the date when they should have been delivered; and
(b) an action shall have been commenced by the Customer in a Court of competent jurisdiction within six (6) months from the date of dispatch of the goods.
18.1. If anything in this agreement is unenforceable, illegal or void it is severed and the rest of this agreement remains in force.
18.2. Headings are inserted for convenience and shall not affect the construction of the contract. The singular includes the plural and vice versa. Persons include incorporated and unincorporated entities. Words implying one gender include the other. A reference to the Company includes its servants, agents, successors and assigns. The word “including” does not imply limitation.
18.3. The Company reserves the right to review and change these terms and conditions at any time and will notify the Customer of this in writing at which time the changes will take effect.