STANDARD TERMS AND CONDITIONS OF TRADE

FOR TAYLOR FASCIA AND SPOUTING LIMITED

 

Definitions

"we", "us" and "our" means Taylor Fascia and Spouting Limited.

"you" and "your" means the customer, any person acting on behalf of and with the authority of the customer, or any person

purchasing goods from us.

"goods and installation services" means those goods and installation services (where applicable) as are identified in the

quotation and on any invoices, order forms or other documents or statements describing the goods supplied (or to be

supplied) by us to you.

1. Terms of Supply of Goods

1.1 We will supply the goods and the installation services on these terms and conditions only. By signing the Quotation, you are

accepting these standard terms and conditions, and anything to the contrary in your enquiries, will not apply unless it is

confirmed in writing and signed by the manager.

2. Orders

2.1 Acceptance of an order by us is subject to availability of the goods from the manufacturers and distributors of the goods.

2.2 You may not cancel or vary an order once it has been placed or confirmed unless agreed in writing by us. In the event that

we accept a cancellation of an order, we may charge a handling fee of up to 10% of the price of the goods.

3. Price and Payment

3.1 All quotations given by us are based on current rates of labour, overheads, materials, freight and current quotations from

suppliers. We reserve our right to add any increases in the price of these items and any other costs incurred by us occurring

after the date of quotation to the quotation price.

3.2 The quotation is based on the site having satisfactory access for the delivery of goods. If the site has poor access and

additional costs are incurred by us to effect delivery such additional costs will be added to the quotation price and will be

payable by you.

3.3 You must pay the price for the goods and installation services as indicated on the quotation, invoice, order form or other

document or statement issued by us in New Zealand dollars. All freight, packaging and other relevant costs are charged to

your account as shown on the invoice.

3.4 If credit has been extended by us to you, payment is due on or before the 20th day of the month following the month in which

the invoice is issued by us. If we at any time deem your credit to be unsatisfactory, we may immediately terminate this

contract or any credit arrangement and require you to pay the price on delivery of the goods.

3.5 We may charge interest on any moneys which are overdue under the contract commencing on the due date until the date of

actual payment. The interest rate will be the then current overdraft interest rate charged by our bank plus 5% per annum.

3.6 You agree to pay on demand all costs (including commission and legal fees as between solicitor and own client and any

other costs) incurred by us or our agents relating to the recovery of any amounts payable by you to us.

3.7 All payments by you must be made in full and without any deduction or right of set off or counterclaim. You agree, however,

that all moneys which we may owe you on any account whatsoever may, at our option, be set off against payments due by

you to us.

3.8 Unless otherwise stated all prices exclude GST and other taxes and duties, which, if payable, are payable by you.

4. Delivery

4.1 Delivery of the goods is deemed to be made when the goods arrive at your premises (unloading is then at your risk).

4.2 On delivery, the goods are at your sole risk, and with effect from the time of delivery, you will have in place all risks insurance

to cover both your interest as bailee of the goods and our interest as owner of the goods under clause 5.1.

4.3 If we believe that you may not make any payment when due, then we may suspend or cancel any delivery.

4.4 Any delivery date agreed by us is approximate only, and no delay in delivery will entitle you to cancel your order for the

goods and services.

4.5 You acknowledge that part of the our quality control process is to ensure that immediately before a delivery of goods, the

goods comply with the relevant order and are appropriately packaged for delivery. Immediately upon delivery, the goods

must be inspected by you and if any of the goods are damaged, we must be advised by you within 7 days so that a claim for

damaged goods can be made against the carrier. We will accept no liability for the delivery of damaged goods.

4.6 While every care is taken with respect to your property, we accept no liability should any damage occur. We also accept no

liability for damage caused by any structural defects to the building or the workmanship of other contractors.

5. Retention of Title

5.1 Title (both legal and equitable) in the goods supplied by us does not pass (and you are a bailee only in respect of those goods)

until payment in full is made for the goods.

5.2 Prior to you acquiring full property in the goods, we or our agents may at any time enter upon any premises where goods are, and if

you have not paid for them in full retake possession of the goods. You will indemnify us on demand in respect of any costs or

liabilities incurred by us in exercising our rights under this clause.

6. Personal Property Securities Act 1999

6.1 You acknowledge that the contract creates a security interest ("security interest") (as that term is defined in the Personal Properties

Securities Act 1999 ("PPSA")) in the goods and, for avoidance of doubt, the proceeds of sale of the goods. You will, if requested by

us, sign any documents (including any new contract), provide all necessary information and do anything else required by us to

ensure that the security interest is a perfected purchase money security interest (as defined in the PPSA).

6.2 Until payment to us has been made in full for the goods, you acknowledge and agree that in relation to goods that are inventory, you

will not allow any non-purchase money security interest to arise in respect of the goods unless we have perfected our purchase

money security interest prior to you taking possession of the goods.

6.3 If the goods are for your business use you agree, (to the extent permitted under the PPSA and unless we agree by notifying you in

writing), that you will have no rights under Part 9 (Enforcement) of the PPSA. For example, but without limitation, you will have no

rights under sections 114(1)(a) and 116 (to receive notice of sale and statement of account), sections 121(2) and 122 (to receive any

proposal or object to any proposal to retain the goods), sections 125 and 129 (relating to removal of accessions), and sections 132

and 133 (to redeem the goods or reinstate the contract).

6.4 You waive your right under the PPSA to receive a copy of any verification statement or financing change statement (as those terms

are defined in the PPSA).

7. Consumer Guarantees Act 1993 and Express Warranty

7.1 We warrant that all goods are of merchantable quality and this warranty remains in force for the period of 12 month immediately

following delivery ("express warranty"). We may, however, choose to give a specific written warranty, in relation to particular goods,

in addition or substitution to the express warranty in this clause, in which case the specific written warranty will apply to those goods

not the express warranty.

7.2 No claim may be made by you under the express warranty unless:

a. The claim is received by us within 12 months of delivery or 7 days of the defect complained of becoming apparent, whichever is

the earlier;

b. The claim is confirmed in writing and accompanied by proof of purchase; and

c. We are given a reasonable opportunity to inspect and verify the claim.

7.3 Our liability under the express warranty is, in all cases, limited to the amount of the price of the goods in respect of which the

warranty is given. We may perform the express warranty by doing any one of the following at our option:

a. replace the goods, or supply equivalent goods;

b. repair the goods or workmanship; or

c. give a credit for or refund the price.

7.4 The express warranty does not cover:

a. any defect caused or contributed to by you;

b. any attempt to repair the defective goods made by any person not authorised by us to make such repairs; or

c. costs for the shipment of defective goods to the place of repair.

7.5 We exclude all other representations, warranties (whether express or implied) and liabilities whether in contract, tort, under any other

legal principle, or otherwise.

7.6 We will not be liable to you, or to any other person, for any loss or damage:

a. caused by any delay in delivery however that delay is caused;

b. arising directly or indirectly from the goods or their use, any services provided by us, or any breach by us of any of our

obligations under these terms and conditions.

7.7 We will not be liable for any consequential, indirect or special damages or loss of any kind suffered by you or any other person.

7.8 If we are ever liable to you, or any other person, and we cannot rely on the exclusions of representations, warranties or liabilities set

out above, then our liability is in all cases limited to the amount of the price of the goods.

8. General

8.1 These standard terms and conditions, any invoices, order forms or other documents or statements issued by us describing

goods delivered and/or payment terms and the provisions in the Application for Credit Account (if any) (together the

"contract") are the full agreement between us and you.

8.2 We may, and you may not, vary or replace the contract and it will be a condition of us continuing to supply goods to you that

you agree to sign any variation or replacement of this contract where required under the terms of this contract.

8.3 You may not assign all or any of your rights or obligations under the contract without our prior written consent.

8.4 We are not bound by any error or omission on any invoice, order form or other document or statement issued by us.