1.1 In these Conditions the following words have the following meanings:
|the standard terms and conditions of sale as set out in this document|
any contract between the Supplier and the Purchaser for the sale and purchase of the Goods
any goods agreed in the Contract to be supplied to the Purchaser by the Supplier (including any part or parts of them)
the person(s), firm or company from whom an order to supply Goods is received by the Supplier
"Quotation" and “Quotation Document”
means a quotation supplied by Readylawn Auckland Limited
Readylawn Auckland Limited
The Supplier's place of business currently at 39 Hannigan Drive, Mt Wellington, Auckland 1072
|any documents or other materials, and any data or other information provided by the Supplier relating to the Goods|
1.2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.4 In these Conditions headings will not affect the construction of these Conditions.
2 APPLICATION OF TERMS
2.1 Subject to any variation under Condition 2.3 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Purchaser purports to apply under any purchase order, confirmation of order, Quotation or other document).
2.2 No terms or conditions endorsed upon, delivered with or contained in the Purchaser's purchase order, confirmation of order, Quotation or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all the Supplier's sales of Goods and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Supplier.
2.4 Each order for Goods by the Purchaser from the Supplier shall be deemed to be an offer by the Purchaser to purchase Goods subject to these Conditions.
2.5 No order placed by the Purchaser shall be deemed to be accepted by the Supplier until the Supplier issues a written acknowledgement of order or (if earlier) the Supplier delivers the Goods to the Purchaser.
2.6 The Purchaser must ensure that the terms of its order and any applicable Quotation are complete and accurate.
2.7 Any quotation is given on the basis that no contract will come into existence until the Supplier dispatches an acknowledgement of order to the Purchaser. Any quotation is valid for a period of 30 days only from its date, provided that the Supplier has not previously withdrawn it.
2.8 Any deposit paid following acceptance of a Quotation is refundable provided however that the Supplier shall be entitled to deduct, in the event of cancellation of an order by a Purchaser, the whole value of work completed in relation to the Contract and consequential costs relating to the order.
3.1 The description of the Goods shall be as set out in the Supplier's Quotation Document.
3.2 All drawings, descriptive matter, Quotations and advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.
4 PRICE AND PAYMENT
4.1 The price for the supply of goods and services shall be the price set out in the Quotation Document. If the price is not specified in the Quotation Document it shall be the standard price charged for such products by the Supplier fixed at the date of delivery of the Goods.
4.2 The Contract Price is inclusive of goods and services tax.
4.3 The Supplier shall invoice the Customer in accordance with any Payment Schedule defined within the Quotation Document.
4.4 Invoiced amounts shall be due and payable in accordance with any Payment Schedule contained within the Quotation Document or Agreement for Sale and Purchase. If neither the Quotation Document or the Agreement for Sale and Purchase do not provide for the time of payment then payment of invoiced amounts is due immediately on issue of invoice. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 2% per annum above the base rate for overdrafts charged by the ANZ Bank Limited. In the event that the Customer's procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.
4.5 The Customer is liable to pay the Supplier's legal costs associated with or arising from any default under this Contract or the enforcement or exercise of the Supplier's rights under it.
5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall therefore not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.
6 TITLE AND RISK OF THE GOODS
6.1 Title in the Goods shall not pass to the Purchaser until the Supplier has been paid in full for the Goods.
6.2 The Risk in the Goods shall pass to the Purchaser upon the delivery of the Goods to the Location as specified in the Agreement to sell the Goods. Accordingly, the Purchaser shall be responsible for insuring the Goods against all normal risks with effect from the time risk passes.
7 ALTERATIONS TO THE QUOTATION DOCUMENT
7.1 The parties may at any time mutually agree upon and execute new Quotation Documents. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Quotation Document, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.
7.2 The Purchaser may at any time request alterations to the Quotation Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within five working days or such other period as may be agreed between the parties, advise the Purchaser by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
7.3 Where the Supplier gives written notice to the Purchaser agreeing to perform any alterations on terms different to those already agreed between the parties, the Purchaser shall, within five working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.
7.4 Where the Supplier gives written notice to the Purchaser agreeing to perform alterations on terms different to those already agreed between the parties, and the Purchaser confirms in writing that it wishes the alterations to proceed on those terms, the Quotation Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
8 WARRANTY / DEFECTS / RETURNS
8.1 The Goods are fit only for the purposes for which this type of goods are commonly supplied.
8.2 The Supplier is not liable in any respect for any failure of any guarantee made by a manufacturer of the Goods other than as stated on the packaging or label.
8.3 The Purchaser should inspect the Goods for fitness for purpose, appearance and finish, durability, safety, and that they are free from any minor defects having regard to the nature of the Goods, the Price, statements or representations made about the Goods, the nature of the Supplier, all other relevant circumstances to the supply of the Goods.
8.4 If the Purchaser has not had an opportunity to inspect the Goods for acceptable quality under clause 8.3 prior to delivery, the Purchaser must, within two working days of delivery notify the Supplier of any reason why the Goods are not of acceptable quality.
8.5 Where any defects in Goods have been notified to the Purchaser’s before he or she agreed to the supply, then the Goods will not be considered to be of unacceptable quality by reason only of those notified defects.
8.6 If the Goods are not of an acceptable quality, the Purchaser must return the Goods to the Supplier within 5 working days of delivery to the Purchaser. Within 15 working days of return, the Supplier must either replace the same, or refund the Price (if already paid).
8.7 The Purchaser must return any goods not of an acceptable quality. The Supplier has no liability to repair, replace or refund the Goods alleged to be of unacceptable quality if the Purchaser has disposed of, lost, destroyed, used or damaged the Goods after delivery to the Purchaser or attached or incorporated the Goods into any real or personal property.
8.8 The Purchaser must use the Goods in a reasonable manner having regard to their nature.
10 LIMITATION OF LIABILITY
10.1 The entire liability of the Supplier to the Purchaser in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Purchaser to which the claim relates.
10.2 In no event shall the Supplier be liable to the Purchaser for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage or expense whatsoever.
11 THE PRIVACY ACT 2020
11.1 The Purchaser acknowledges (he/she/it) is aware of and agrees that:
(a) Personal information (whether contained in this document or otherwise obtained) may be collected, held, used and disclosed for or in connection with the following purposes:
(aa) administering, whether directly or indirectly, the Supplier’s contracts with the Purchaser and enforcing the Supplier’s rights, entitlements and interests under such contracts;
(bb) marketing goods and services provided by the Supplier to the Purchaser;
(cc) enabling the Supplier to communicate with the Purchaser for any purpose.
(i) The Supplier may assign a unique identifier to the Purchaser to carry out the functions of its business efficiently.
(ii) The intended recipient of the personal information shall be the Supplier and any third party providing services to the Supplier in relation to the purposes outlined above. Where such third party is located outside of New Zealand then it may not be required to protect the Purchaser’s personal information in a way that complies with the Privacy Act 2020.
(iii) Such personal information is collected by and will be held by the Supplier at its place of business.
(iv) Such personal information shall be held and used to obtain access to and to request correction of any personal information concerning it held by the Supplier.
(b) The Purchaser has the right under the Privacy Act 2020 to obtain access to and to request correction of any personal information concerning it held by the Supplier.
12 ENTIRE AGREEMENT
12.1 This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
13 GOVERNING LAW AND JURISDICTION
13.1 This Agreement shall be governed by and construed in accordance with the law of New Zealand and the parties hereby submit to the exclusive jurisdiction of the New Zealand courts.
14 PAYMENT SECURITY
14.1 Payment Security is managed through Windcave for mutual security. Encryption protection is managed with an RSA SSL (Secure Socket Layer) certificate (2048 bits)