Price: The price specified for the goods is based on rates and costs at the date of contracting or quoting (as applicable). The price may be increased by the amount of any increase in the cost of materials notified to us after the date of contracting or quoting. Generally we will quote prices exclusive of GST. Unless the price specifies that GST in included, we will require you to pay GST in addition to the price. You may not withhold the price or deduct or set-off any amount against the price.
Payment: Generally, the price shall be payable in full prior to the goods being supplied to you. However, if we agree to allow you to receive goods on credit, the price shall be payable in full on the 20th day of the month following the month of invoicing. We may in our absolute discretion require payment of a deposit or that the price be paid wholly or partly in advance. We may also agree a payment milestone schedule in which case payments will be due in accordance with that schedule. We may suspend any credit and require you to pay all outstanding amounts in full at any time. We may also elect not to sell goods or provide services to you if payment is not received in accordance with our requirements.
Title/recovery of goods: Prior to receiving payment in full, title in any goods supplied by us will remain with us, even if the relevant goods have been built in or permanently attached. You consent to us retaining goods until we receive payment in full. If you fail to pay on the due date, or if you are in breach of these terms, you authorise us to enter any premises to recover goods for which we hold title. You indemnify us for any losses or costs we incur in recovering such goods. In particular (but without limitation) you will be responsible for any damage we cause in recovering goods (including damage we cause in recovering goods that have been built in or permanently attached). If the premises are the premises of the third part, we will enter and recover the goods as your agent. We will be entitled to sell any goods held by us and apply the proceeds towards amounts owed by you.
Security Interest: You agree that, for the purposes of the Personal Properties Securities Act 1999 (“the PPSA”), we have a security interest in the goods supplied from time to time by us to you (as detailed in each invoice supplied to you) as well as the proceeds of such goods. You agree to sign any documents required for us to perfect our security interest under the Personal Property Securities Act 1999 and authorise us to sign any such document as your attorney.
Intellectual Property: Where you buy a good that is good designed by us, we reserve all rights in respect of ownership of, and copyright in, the design of the good. You may not copy the design of the product and you indemnify us for any loss we may suffer as a result of breach of this clause.
Default interest/costs: We may require that you pay us interest at 1.5% per month (or part month) on any amount due and unpaid. Payment of default interest is without prejudice to our other rights and remedies. If we take action to recover any amount due from you, or to otherwise protect our interests in relation to moneys owed by you, you agree to pay our costs (including solicitor/client costs).
Delivery/Collection: Delivery costs will be agreed or, if not agreed, a reasonable charge determined by us. If we agree a delivery or collection time with you, and you fail to accept delivery or complete collection (as applicable) at that time, we may charge you for reasonable storage and additional delivery charges. You shall be deemed to have accepted a good delivered to you unless you object in writing within 14 days of delivery.
Installation: We are not responsible for installation unless we agree in writing. If we agree to install a good, the cost of installation shall be as agreed in writing or, if not agreed, a reasonable charge as specified by us. Where we agree to install a good, we reserve the right to charge additional fees for any modifications required during installation.
Timing: We will do our best to meet any time frames for providing delivery of goods. However, timing is not guaranteed, and we are not liable for any delays or failure to supply.
Standard of work: We will use all reasonable care in providing our services and will endeavour to provide our services in accordance with industry standards. All warranties implied by customary practice, at law or under statute are excluded to the extent legally permitted. If you on-sell goods supplied by us, you must not make any warranty inconsistent with these terms.
Matters beyond our control: While we take care in the selection of materials and suppliers, we are not responsible for any defect, failure or delay resulting from the provision of goods or services by, or the acts or omissions of, any third party. In addition, we are not liable for any defect, failure or delay in providing services, or for any loss, damage or deterioration to any goods, where the same arises due to a cause beyond our reasonable control. We shall cease to have any responsibility for a good if you modify or rework the good after delivery or if you cause any damage to the good during installation or during use of the good.
Design/specification supplied by you: We are not responsible for any loss, cost or damage resulting directly or indirectly from any error, misdescription or inaccuracy in any design, specification or other information supplied by you. We are not obliged to check any design, specification or information supplied by you. Where a good is intended to form part of another good, or to operate in conjunction with another good, you are responsible for ensuring that the design or specification for the good to be manufactured (whether such design or specification is to be supplied by us or by you) is compatible with the other good.
Extent of Liability: Without limiting clauses 8 to 12 (inclusive), our liability for any cost, loss, damage or claim arising directly or indirectly in relation to any goods supplied by us, whether arising in contract, tort (including negligence) or otherwise, shall be limited to replacement or repair of the good in respect of which any claim arises. We are not responsible for any direct, consequential or special loss, loss of profits or economic loss incurred by you.
Provisions applying to commercial customers: You are a commercial customer if you acquire goods or services from us: (a) that are goods or services not ordinarily acquired for personal, domestic or household use; (b) for use in a business; or (c) for resale or supply to other persons in trade. If you are a commercial customer and you on-sell goods supplied by us to any customer who is not a “consumer”, you agree to: (a) contract out of the Consumer Guarantees Act in respect of the sale of the goods; and (b) require your customer to contract out of the Consumer Guarantees Act in respect of any further sales of the goods (other than for a sale to a consumer) and to require any sub-seller(s) to do the same. You indemnify us for any damages or costs suffered as a result of your failure to comply with this clause.
Provisions applying to consumers: You are a consumer if you are not a commercial customer under the preceding clause. If you are a consumer, nothing in these terms limits or excludes any right you have under the Consumer Guarantees Act 1993.
(a) receive a statement of account pursuant to s116 of PPSA;
(b) recover a surplus pursuant to s119 of the PPSA;
(c) receive notice from us, pursuant to s114(l)(a) of the PPSA, that we intend to sell certain goods over which we have security interest;
(d) receive notice, pursuant to s 120(2) of the PPSA, that we intend to retain collateral
(e) object to a proposal by us, pursuant to s121 of the PPSA, that we intend to retain certain goods over which we have a security interest;
(f) not have goods damaged should we remove an accession under s125 of the PPSA;
(g) receive notice, pursuant to s129 of the PPSA, of our removal of a accession;
(h) apply to the Court for an order concerning the removal of an accession under s131 of the PPSA; and/or
(i) receive a copy of the verification statement confirming registration of a financing statement or a financing change statement relating to any security interest we may have in goods supplied to you from time to time.
Miscellaneous: In these terms, headings are used for convenience only and shall not affect the interpretation of any clause. These terms of trade prevail over the terms of any purchase order or any terms of contract submitted by you. To the extent of any inconsistency, these terms of trade also prevail over any estimate or quote provided to you. New Zealand law governs these terms of trade.
“Goods”: For the proposes of these terms of trade, the term “goods” means all coffee machines, coffee and associated equipment, products or merchandise and any other products or equipment supplied by us to you from time to time (as detailed in each invoice supplied by us to you), together with the proceeds of such goods.
Guarantee: If you are entering into these terms of trade in the name of a company, then in consideration of us entering into these terms of trade at the request of the director(s) of the company (“the Guarantor”) the Guarantor guarantees the due and punctual payment of all monies and performance and observance by the customer of all terms, conditions and obligations contained in these terms of trade. Where there is more than one director of the company, then all directors will be jointly and severally responsible for performance of this guarantee.