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TERMS AND
CONDITIONS OF SALE
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DEFINITIONS
- Terms used herein are defined as follows:
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"PMB" means the seller.
- "PMB Premises" means the place of
business of PMB from which the goods are dispatched to the customer.
- "the Customer" means any person or body
of persons, firm, company, or other entity buying goods or services
from PMB and their executors administrators or successors.
- "goods" means any product, equipment,
part or item whether complete or incomplete or service which PMB is
in the business of supplying.
- "price" means the price for the goods
excluding carriage, packing, insurance and Goods and Services Tax.
- "order" means an oral or written request
for goods to PMB from the Customer or any agent, officer, servant or
employee of the Customer.
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GENERAL
- This agreement shall be governed and construed in
accordance with the domestic law of New Zealand.
- Headings are inserted for convenience and shall
not affect the construction of this agreement.
- The singular includes the plural and vise versa.
- If at any time any provision of this agreement is
or becomes illegal, invalid or unenforceable in any respect under the
law of New Zealand, neither the legal validity nor enforceability of
the remaining provisions hereof shall in any way be affected or
impaired thereby to the intent that this agreement should be
construed as if the provision or part thereof in question had been deleted.
- These conditions of sale extinguish the terms of
all prior agreements, understandings, representations, or warranties
previously given in respect of goods or services supplied by the PMB
or any agent of PMB.
- Orders are accepted solely in accordance with
these terms unless otherwise expressly stated in writing by the PMB.
- ACCEPTANCE
- An order is accepted when communicated to the
Customer, either verbally or in writing. If acceptance has not been
communicated to the Customer, acceptance shall be deemed to have been
made upon PMB dispatching the goods, or upon PMB notifying the
Customer that the goods are available for collection.
- Acceptance of delivery of any goods will be deemed
to be acceptance by the Customer of these terms and conditions
notwithstanding anything that may be stated to the contrary in the
Customers inquires or on the Customers orders.
- VARIATION
- Once an order has been accepted, no cancellation,
addition, reduction, amendment or variation of any kind may be made
without the consent of PMB.
- QUOTATIONS
- Quotations shall apply for a period of 30 days
unless otherwise stated. They are based on current material and
prourement costs and variations to these costs shall be to the
Customers account. Upon acceptance of PMB’s quotation these
terms and conditions shall be deemed to be absolutely accepted
notwithstanding anything contained in the Customers order. PMB’s
quotation shall be deemed to interpret correctly the Customers
specifications and variations in costs, duties or subsequent
alterations to these specifications shall be to the Customers
account. Goods and Services Tax ("GST") or tax of a similar
nature, if any will be an extra charge.
- PRICES
- Unless otherwise expressly stated the price to be
paid for the goods supplied is the price current at the date of
delivery, notwithstanding any price stated on the order.
- Prices unless otherwise stated do not include
taxes, GST, import duties or other levies or tariffs, freight or
insurance charges which if applicable will be an extra charge. Any
increase in taxes, tariffs, duties, freight or insurance charges
after the quotation shall be to the Customers account.
- PMB reserves the right to amend any price at any
time without prior notice.
- DELIVERY
- The date of delivery shall be the date upon which
the goods are available for dispatch or collection from PMB premises.
- Unless otherwise agreed to in writing the point of
delivery will be the Customers premises.
- In the event that PMB is requested to arrange
delivery to other than the Customers premises, PMB will do so on
behalf of the Customer and shall not be liable in any way to the
Customer in respect of such delivery.
- The Customer shall be solely responsible for all
costs and charges of storage, detection and similar contingencies
which may arise out of delays caused by the non-availability of
transport services.
- At the option of PMB goods may be delivered in
installments and each delivery so made shall be due for payment on
PMB’s usual terms. Delivery of an order by installments shall in
each case be an approved variation of the contract and shall not give
the Customer any right to cancel the balance of the order.
- If goods ordered are ready for delivery or
collection and the Customer does not take delivery within 7 days of
being requested to do so by PMB, PMB at its option may cancel the
contract or may invoice the good whereupon the Customer shall be
liable to pay for the goods.
- Goods stored by PMB for more than 7 days after
notification to the Customer of availability for collection will be
subject to a storage charge at a rate decided by PMB.
- RISK
- Goods shall be at the Customer’s risk in all
respects as from and including the date of delivery or collection.
- TITLE
- The goods shall remain the sole and absolute
property of PMB pending cleared payment of all moneys owing by the
Customer to PMB.
- The Customer shall hold the goods of PMB as its
trustee or agent (but without holding itself out as such)
- Pending payment in full the Customer agrees to
store the goods in such a manner that the goods are easily
identifiable as the property of PMB.
- PMB shall have the right to retake possession of
and resell the goods and for such purpose is authorised by the
Customer to enter into any premises where the goods are situated or
thought to be situated and the Customer shall indemnify PMB in
respect of any claim, action, damage or cost incurred or threatened
as a result of PMB exercising the powers of this clause or otherwise
acting to recover any moneys payable or good supplied pursuant to any
contract between the Customer and PMB.
- Should the goods become part of or be converted
into other products while title remains with PMB the ownership of the
incorporated goods shall remain with PMB as if they were solely and
simply the goods.
- When the Customer pays money to PMB without
reference to specific invoices or goods, PMB shall have the right to
allocate moneys received to invoices or goods at PMB’s discretion.
- PAYMENT
- Payment of all moneys will be made to PMB by the 20th
day of the month following the month of the date of the invoice. If
payment is not received by the due date, PMB reserves the right to
charge interest on any outstanding amount at 5% above PMB’s
commercial overdraft rate, calculated daily.
- CANCELLATION
- In the event of the Customer breaching the terms
of sale or if any event or happening occurs which PMB may reasonably
believe to affect the ability of the Customer to comply with such
terms including the payment of all moneys owing by the Customer to
PMB, then upon notice from PMB all moneys become immediately due and
payable. PMB shall have the right to cancel the contract or any part
thereof so far as it remains unperformed without prejudice to its
rights against the Customer for any damages or consequential loss.
- WARRANTY
- The Customer acknowledges that supply under this
contract is a supply for business purposes in terms of sections 2 and
43 of the Consumer Guarantees Act 1993 ("Act") and
accordingly, subject to clause 16 the provisions of the Act do not
apply to any supply made pursuant to this contract. The Customer
agrees and acknowledges that in no event will PMB be liable for any
property damage, personal injury, direct or consequential loss or
damage incurred by the Customer or a third party whether due to
defective goods and/or as a result of negligence or otherwise by PMB
or its servants or agents and in any event the liability of PMB will
not exceed the purchase price paid by the Customer for the goods.
- When the Customer onsells the goods to customers
who purchase the same for business purposes the Customer shall
contract out of the Act in same manner as per clause 12.1 above.
Should the Customer fail to do this the Customer will indemnify PMB
against any claim expense or loss suffered by the Seller as a direct
or indirect consequence of such failure.
- Claims in respect of defective goods must be
notified within 10 days of receipt of goods and be returned within 30
days following delivery. The Customer shall have no claim with regard
to goods that have already been processed, altered or in any way
utilised by the Customer. No claim shall entitle the Customer to
withhold payment of any sum due to PMB under this or any other
contract nor shall a claim give any right to set off any payment due
to the Customer by PMB.
- RETURNED GOODS
- Returned goods will not be accepted without the
prior written approval of PMB and must be received freight prepaid by
PMB within 30 days of the date of delivery.
- CLAIMS
- Advice by the Customer that it has been invoiced
for goods not received must be given within 14 days from the date of invoice.
- All claims of any nature must be accompanied by
particulars of the claim and by invoice and delivery details.
- In no circumstances whatsoever (including the
negligence of PMB) shall PMB be liable for consequential losses
(including loss of profits) howsoever arising whether suffered by the
Customer and/or any third party.
- PROPRIETARY
RIGHTS
- Ownership of and copyright in all design details,
specifications, software, technical handbooks, drawings and other
material ("data") prepared or supplied by PMB to the
Customer will at all times remain vested in PMB and the Customer will
not permit any such data nor any modified version to be disclosed to
nor by any third party.
- CONSUMER
GUARANTEES ACT – IMPORTANT NOTICE
- These terms and conditions contemplate supply to:
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