PARNELL AGENCIES LIMITED – Terms of Trade
1) These are the standard terms of trade for PARNELL AGENCIES LIMITED (referred to in these terms as ‘the Company”). By opening a credit account with the Company, the Customer agrees that these terms apply to all orders for goods and/or services from the Company notwithstanding any other terms to the contrary recorded or contained in the Customer’s order form or request.
(2) The price of goods and/or services supplied by the Company (referred to in these terms as ”the price”) is subject to change without notice notwithstanding any estimate, quote, or published price list. Unless otherwise stated all prices/quotes/estimates are exclusive of GST, other taxes, import duties or other levies or tariffs, freight or insurance charges which, if applicable, will also be charged to the Customer.
(3) The Company is under no obligation to accept any order from the Customer and will not be responsible or liable for any failure to supply.
(4) Dates given for delivery are given in good faith but are not a term or condition of the sale. The Company will not be responsible for any delivery delays and nor will the Customer be entitled to cancel any orders because of any delay in delivery. If the Customer does not give any notice of any alleged defect, or failure to comply with the Customer’s order within seven (7) days of delivery (time being of the essence), it shall be conclusively deemed that the Customer has accepted the goods. No goods may, nor shall they, be returned for credit without prior written agreement.
(5) Any resale price is a recommended price only and there is no obligation to comply with the Company's recommendation.
(6) Unless there is a written agreement to the contrary, the Customer must pay the total amount due by the 20th day of the month following the invoice date. Any agreed discount shall only be available if the Customer pays the discounted price by the 20th day of the month following the invoice date.
(7) In the event of non-payment or other breach of these terms, the Customer will pay all the Company’s actual costs incurred in the course of any debt collection plus interest at the rate of 2.5% per month on all overdue amounts including debt collection costs, and in the event of legal action, will be liable to continue to pay interest at that rate after judgment until full payment has been received by the Company. All payments shall be applied first in payment of accrued interest (if any).
(8) Without prejudice to the Customer’s liability to pay for goods supplied, such goods shall remain the Company’s property as legal and equitable owner pending cleared payment in full of all moneys due under these terms or in respect of any other debt owed by the Customer to the Company. The Customer acknowledges and agrees that:
(a) these terms and conditions constitute a security agreement for the purposes of the Personal Property Securities Act 1999 (“PPSA”); and
(b) a security interest is taken in all goods supplied (whether previously or in the future).
(9) The Customer undertakes to:
(a) sign any further documents and/or provide any further complete, accurate and up-to-date information which the Company may reasonably require to register a financing statement or financing change statement;
(b) indemnify, and upon demand reimburse, the Company for all expenses incurred in registering a financing statement or financing change statement;
(c) not register a financing change statement or a change demand without the prior written consent of the Company;
(d) give the Company not less than fourteen (14) days prior written notice of any proposed change in the Customer’s name and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s address, facsimile number, or email contacts); and
(e) immediately advise the Company of any material change in its business practices of selling the goods which would result in a change in the nature of the proceeds of sale.
(10) The Company and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms and Conditions.
(11) The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
(12) Unless otherwise agreed to in writing by the Company, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
(13) If the Customer makes any default or commits any act of bankruptcy or becomes insolvent or has a receiver appointed or goes into liquidation then the Company may cancel any order to the extent that it is unfulfilled but without prejudice to its rights to payment or otherwise in respect of goods already delivered. In the case of force majeure either party may cancel any undelivered portion if delay in delivery exceeds 30 days.
(14) If the Company considers, in its sole and unfettered discretion, that the Customer’s credit is unsatisfactory at any time, the Company may withdraw the Customer’s right to purchase goods and/or services on credit from the Company, or require further security for payment and suspend supply of goods and/or services until the Customer provides such security. All costs incurred by the Company as a result of such suspension and any recommencement of supply shall be payable by the Customer on demand. Notwithstanding the above, the Company reserves the right to not extend further credit on overdue accounts at all times.
(15) All liability of the Company shall be limited to the value of the goods and/or services supplied within the 30 days preceding any claim by the Customer and all claims for replacement, repair, return, or mis-delivery shall be made in writing to the Company within seven (7) days of delivery. For the avoidance of doubt, the Company shall not be liable in any way whatsoever for any consequential loss, damages, or claim arising from the use to which the goods are put or intended to be put. Further, the Customer agrees that the Company has no liability in tort, contract, or otherwise, for any representations, express or implied, by the Customer or by statute, to the Customer's customers nor will the Company be liable for faults or defects which occur for reasons beyond its control.
(16) The Customer warrants to the Company that the goods and/or services are supplied to the Customer for use in trade and accordingly the Consumer Guarantees Act 1993 does not apply to this contract for supply of goods and/or services for use in trade. The Customer agrees to indemnify the Company for any claims by consumers against the Company where the Customer or its agent has not legitimately contracted out of the Consumer Guarantees Act 1993.
(17) The Customer shall not engage any person, whether in New Zealand or overseas, to reproduce copies of any goods supplied by the Company to the Customer without the consent of the person who owns the copyright in, or any other intellectual property rights pertaining to, the goods. Further, the Customer shall not acquire or attempt to acquire any goods supplied by the Company to the Customer from the Company’s supplier and the Customer acknowledges and accepts that theses restrictions are reasonable.
(18) No waiver or acquiescence by the Company in relation to any default by the Customer in relation to these terms, or any other event or circumstance shall prejudice the Company’s rights in respect of any other default, event or circumstance, whether of a similar kind or not.
(19) The illegality, invalidity or unenforceability of any provision of these terms shall not affect the legality, validity or enforceability of any other provision. The Company reserves the right to alter these terms without prior notice to the Customer.
(20) The Customer acknowledges that all personal information collected by the Company may be held, used and disclosed for the purposes of: assessing the Customer's creditworthiness at any time and obtaining credit references; maintaining the Company's contracts and enforcing the Company's rights under these terms; marketing the Company's goods and/or services; providing personal information to any credit agency; and the Customer authorises the Company to undertake and carry out the same. The Customer authorises and instructs all referees, including banks, solicitors, and accountants, to provide all information to the Company, or its agents, in order to assist the Company to obtain payment from the Customer and the Customer authorises any third parties to disclose to the Company any personal information held about the Customer. Under the Privacy Act 1993 the Customer has the rights to access, and to request correction of, any personal information about the Customer held by Company.
(21) Copyright of these terms is vested in PARNELL AGENCIES LIMITED. Unauthorised copying or use is strictly prohibited. All rights are reserved.