Seller means ORMOND ENGINEERING LTD and any company which is directly or indirectly a subsidiary of ORMOND ENGINEERING LTD and any duly authorised agent.
“Customer” means the person, authorised agent or legal entity described in the application, or stated on the invoice or order form, buying goods and/or services from ORMOND ENGINEERING LTD.
“Goods” has the same meaning as section 2 of the Sale of Goods Act 1908 and is any goods provided by the seller to the customer.
“Services” shall mean all services supplied by the seller to the customer and includes any recommendations or advice.
“Price” shall mean the purchase price of the goods and any other costs.
Any instructions received by the seller from the customer for the supply of goods shall constitute acceptance of the terms and conditions contained herein.
No agent or representative of the seller is permitted to make any such agreements, representations, conditions or warranties not expressly confirmed by the seller in writing.
The customer permits the seller to collect, use and retain any information concerning the customer, for the purpose of assessing the customers credit worthiness, to enforce any rights under this contract, or the marketing of any goods & services provided by the seller to any other party.
The customer permits the seller to disclose information obtained to any person for the purposes set out in clause 3.1.
Once goods are ordered payment shall be made for goods according to the terms and conditions stated herein whether or not the goods have been delivered and this contract cannot be cancelled except where allowed at law.
Payment for goods shall be made in full on or before the 20th day of the month following date of invoice, or on the receipt of delivery of goods, whichever is the earlier (the due date).
Interest at the rate of 2.5% per month or part thereof may be charged on any amount owing after the due date.
Any disbursements, expenses and legal costs incurred by the seller for default in payment shall be paid by the customer, including any debt collection agency fees, court costs or solicitor’s fees.
Payment will be accepted by cash, cheque and electronic banking, or by any other method as agreed in writing by the seller.
If a portion of the account is under dispute the remaining balance must be paid as above and the nature of the dispute is to be brought to Ormond Engineering Ltd’s attention within 14 days or sooner.
Prices unless otherwise stated, do not include goods and services tax, other taxes, levies or tariffs, freight or insurance charges which, if applicable, will be an extra charge to the customer.
Price will be specified on the invoice or quotation and will be the current price at time of delivery.
The goods remain at the sellers risk until the delivery to the customer, but when title passes to the customer the goods are at the customers risk no matter if delivery has been made or not.
Delivery of goods shall be deemed complete when the seller gives possession of the goods for delivery to the customer, or possession of the goods is given to a general carrier, for delivery to the customer.
Where the seller delivers goods to the customer by instalments and the seller fails to deliver one or more instalments, the customer shall not have the right to recant the contract.
The seller shall not be liable to the customer for damage or loss due to failure by the seller to deliver the goods promptly or at all.
Title of the goods passes to the customer when the customer has made payment in full for all goods supplied by the seller.
The customer gives necessary authority to the seller to enter any premises occupied by the customer, at any reasonable time, to recover any goods not paid for in full by the customer. The seller shall not be liable for damages, costs or expenses or any other losses suffered by the customer as a result of this action.
The seller 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 seller’s obligation under this contract or in tort.
Where the seller is liable to the customer, the maximum cost of any liability shall not exceed the value of the goods or services provided by the seller to the customer.
Failure by the seller 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 seller has in this contract and is not liable for any indirect loss or expense to the customer.
The seller shall not be liable for failure or delay to perform its obligations if the delay or failure is beyond its control.
The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the customer acquires goods or services from the seller for the purposes of a business.
If the customer on sells the goods to a third party, the customer shall indemnify the seller for any losses incurred due to third party claims against the seller.
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.
The customer shall be deemed to have accepted the goods unless the customer notifies the seller otherwise within 7 days of delivery of the goods to the customer.
If the goods are not accepted according to clause 7.1 of this contract the customer shall pay for the delivery of the returned goods to the seller.
The seller will not accept product returned for credit that is in any way damaged, or not of merchantable quality, or product that has been specially manufactured or procured for the customer.
At the sellers discretion, defective goods will be replaced or refunded by the seller if the customer has notified the seller within 7 days of delivery.
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 seller may register a financing statement on the Personal Property Securities Register.
The customer hereby waives its rights contained in sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131, and 132 of the PPSA.
The customer shall not assign all or any of its rights or obligations under this contract without the written consent of the seller.
The seller may cancel these terms and conditions or cancel delivery of goods and/or services at any time before the goods are delivered by giving written notice. The seller shall not be liable for any loss or damage arising from such cancellation.
The customer may cancel delivery of goods at the seller’s sole discretion and will be liable for any costs incurred by the seller.
For goods not manufactured by the seller the warranty shall be the current warranty provided by the manufacturer of the goods. The seller shall be under no liability whatsoever except for the express conditions as detailed and stipulated in the manufacturers warranty.
Any fault in workmanship will lead to the customer notifying the seller within 7 days.
In the case of second hand goods, the seller provides no warranty to the customer as to the quality or suitability for any purpose of such goods.
The seller shall not be liable in respect of any claim which may be made against the seller for infringement of any letters, patent, registered design or copyright which may arise as a result of the seller supplying goods to the customer in accordance with these terms and conditions, and the customer agrees to indemnify and keep indemnified the seller from and against all or any such claims and against all loss, damage, costs and expenses incurred by or recovered against the seller in respect of any such claim.
Any drawings, specifications and technical data submitted or made available to the customer by the seller shall remain the property of the seller and the customer shall be liable to the seller for any loss, damage, cost or expense incurred by the seller as a result of any unauthorized use or disclosure by the customer of any such drawings, specifications and technical data.
If anything in this agreement is unenforceable, illegal or void it is servered and the rest of this agreement remains in force.
The customer may not claim any counter claim or set-off against any payments due by it to the seller.
Under no circumstances shall the liability of the seller exceed the price of the goods in the event of a breach of this contract.
The seller may license or sub-contract all or any part of its rights and obligations without the customer’s consent.
The seller 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.