1.1 "Seller" shall mean Inhouse Computers Limited.
1.2 "Buyer" shall mean the buyer or any person or Seller acting on behalf of and
with the authority of the buyer.
1.3 "Guarantor" means that person (or persons) who agrees herein to be liable
for the debts of the Buyer if a Limited Liability Seller on a principal debtor basis.
1.4 "Goods" shall be all goods supplied by the seller to the buyer (and includes
any incidental supply of services).
1.5 "Services" shall mean all services supplied by the Seller to the Buyer and
includes any advice or recommendations (and includes any incidental supply of goods).
1.6 "Price" shall mean the cost of the goods as agreed between the Seller and
the Buyer subject to clause 5 of this contract.
2. Acceptance
2.1 Any instructions received by the Seller
from the Buyer for the supply of Goods and/or Services and/or acceptance of Goods and/or
Services by the Buyer shall constitute acceptance of the terms and conditions contained
herein. Upon acceptance of these terms and conditions by the Buyer the terms and
conditions are irrevocable and can only be rescinded in accordance with these terms and
conditions or with the written consent of the Manager of the Seller.
2.2 None of the Seller's agents or
representatives are authorised to make any representations, statements, conditions or
agreements not expressed by the Manager of the Seller in writing nor is the Seller bound
by any such unauthorised statements.
3. Goods / Services
3.1 The goods are as described on the
invoices, quotation, tender documents, work authorisation or any other work commencement
forms as provided by the Seller to the Buyer.
3.2 In the case of second hand Goods the
Buyer acknowledges that he has had full opportunity to inspect the same and that he
accepts the same with all faults and that no warranty is given by the Seller as to the
quality or suitability for any purpose and any implied warranty, statutory or otherwise,
is expressly excluded. The Seller shall not be responsible for any loss or damage to the
Goods, or caused by the Goods, or any part thereof however arising.
4. Sale
4.1 The goods shall be supplied in
accordance with the description contained in the seller's specification, quotation,
work authorisation, or any other work commencement forms.
(a). The Seller
may from time to time make changes in the specification of the goods which are required to
comply with safety or statutory requirements or which do not materially affect the quality
or fitness for purpose of the goods.
5. Price and Payment
5.1 The price shall be as indicated on
invoices provided by the seller to the buyer in respect of goods supplied; or
5.2 The price shall be the price of the seller's current price at the date of
delivery of the goods; or
5.3 The price of the goods shall be the seller's quoted price which shall be binding
upon the seller provided that the buyer shall accept in writing the seller's
quotation within sixty (60) days.
5.4 The Seller may by giving notice to the Buyer at any time up to 7 days before delivery
increase the Price of the Goods to reflect any increase in the cost to the Seller which is
due to factors occurring after the making of the agreement of sale which are beyond the
reasonable control of the Seller (including, without limitation, foreign exchange
fluctuations, taxes and duties and the cost of labour, materials and other manufacturing
costs).
5.5 Time for payment for the Goods and/or Service shall be of the essence and will be
stated on the invoice, quotation, tender documents, work authorisation form or any other
work commencement forms. If no time is stated then payment shall be due on delivery.
5.6 The method of payment will be made by cash, or by cheque, or by Bank Cheque, or by
Direct Credit, or by any other method as agreed to between the buyer and the seller.
6. Delivery of Goods
6.1 Delivery of the goods shall be made to
the Buyer's address. The Buyer shall make all arrangements necessary to take delivery
of the goods whenever they are tendered for delivery; or
6.2 Delivery of the Goods shall be made to the Buyer at the Seller's address.
6.3 The Seller may deliver the Goods by separate instalments (in accordance with the
agreed delivery schedule). Each separate instalment shall be invoiced and paid for in
accordance with the provisions in this contract of sale.
6.4 When the goods are in possession of a third person there is no delivery by the seller
to the buyer unless and until such third person acknowledges to the buyer that the goods
are being held on behalf of the buyer subject to the issue or transfer by the seller of
documents of title to the goods.
6.5 The costs of carriage and any insurance which the buyer reasonably directs the seller
to incur shall be reimbursed by the buyer (without any set-off or other withholding
whatever) and shall be due on the date for payment of the price. The carrier shall be
deemed to be the buyer's agent.
7. Risk
7.1 If the Seller retains property in the
Goods nonetheless all risk for the Goods passes to the Buyer on delivery.
7.2 If any of the Goods are damaged or destroyed prior to property in them passing to the
Buyer, the Seller is entitled, without prejudice to any of its other rights or remedies
under these Terms and Conditions of Trade (including the right to receive payment of the
balance of the Contract Price for the goods), to receive all insurance proceeds payable
for the Goods. This applies whether or not the Contract Price has become payable under the
Contract. The production of these terms and conditions by the Seller is sufficient
evidence of the Seller's rights to receive the insurance proceeds without the need
for any person dealing with the Seller to make further enquiries. The Seller will apply
the insurance proceeds as follows:
(i) first, in payment of the Contract Price
of the Goods that are damaged or destroyed, if unpaid;
(ii) second, in payment of the outstanding Contract Price of any other goods supplied to
the Buyer by the Seller whether under the Contract or otherwise;
(iii) third, in payment of any other sums payable to the Seller by the Buyer on any
account,
(iv) fourth, any balance is to be paid to the Buyer.
7.3 The seller shall not be liable for any
loss or damage whatever due to failure by the seller to deliver the goods (or any of them)
promptly or at all.
8. Disclaimer
8.1 The Buyer hereby disclaims any right to
rescind, or cancel the contract or to sue for damages or to claim restitution arising out
of any misrepresentation made to him and the Buyer acknowledges that he buys the goods
relying solely upon his own skill and judgement and that the Seller shall not be bound by
nor responsible for any term, condition, representation or guarantee other than the
guarantee given by the Manufacturer.
8.2 While InHouse Computers PN makes every effort to ensure that the information contained
on this site is accurate, InHouse Computers PN will take no responsibility for outdated,
or otherwise inaccurate information on this website. In addition, InHouse Computers PN
reserves the right to change prices or discontinue products at any time with no prior
warning. In the case of discrepancy in a products pricing and/or availability, InHouse
Computers PN will contact and inform you of the changes before the order is processed
9. Defects
9.1 The Buyer shall inspect the Goods on
delivery and shall within 24 Hours of delivery notify the Seller of any alleged defect,
shortage in quantity, damage or failure to comply with description or sample. The Buyer
shall afford the Seller an opportunity to inspect the Goods within a reasonable time
following delivery and before any use is made of them. If the Buyer shall fail to comply
with these provisions the Goods shall be conclusively presumed to be in accordance with
the contract and free from any defect or damage which would be apparent on a reasonable
examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
9.2 If within a period of three (3) months a defect becomes apparent then the Buyer must
immediately notify the Seller. The Seller will not be held liable for any defect that is
caused by damage or movement of the earth or foundations on which the Goods and/or
Services have been installed.
10. Warranty
10.1 The terms and
conditions, time limits and other warranty information will be supplied to the Buyer by
the Seller. The warranty shall be the current warranty provided by the manufacturer of the
product. The Seller shall be under no liability whatsoever except for the express
conditions as detailed and stipulated in the manufacturers warranty.
11. Consumer Guarantees Act 1993 ("the Act")
11.1 If the Buyer is not a consumer as
defined in the Act or the Buyer acquires or holds itself out as acquiring the Goods under
the Contract for the purposes of a business, nothing in the Act will apply to the supply
of the Goods.
11.2 In the case of any Buyer (to which clause 11.1 does not apply), the provisions of
these terms and conditions will only apply to the extent that those provisions do not
limit or exclude any provisions of the Act and will take effect subject to the provisions
of the Act.
12. Default & Consequences of Default
12.1 Interest on overdue invoices shall
accrue from the date when payment becomes due from day to day until the date of payment at
a rate of 2.5% per calendar month and shall accrue at such a rate after as well as before
any judgement.
12.2 If the buyer defaults in payment of any invoice when due, the buyer shall indemnify
the seller from and against all the seller's legal costs and disbursements calculated
on a solicitor and own client basis and in addition all of East Coast Credit Control
Limited's costs of collection as per that company's current published scheduled
rates.
12.3 Without prejudice to any other remedies the Seller may have, if at any time the Buyer
is in breach of any obligation (including those relating to payment), the Seller may
suspend or terminate the supply of Goods to the Buyer and any of its other obligations
under the Contract. The Seller will not be liable to the Buyer for any loss or damage the
Buyer suffers because the Seller exercised its rights under this clause.
12.4 If any account remains unpaid at the end of the second month after supply of the
goods or services the following shall apply: An immediate amount equivalent to 10% of the
amount overdue shall be levied for administration fees which sum shall become immediately
due and payable.
12.5 In the event that:
(a) any money payable to the Seller becomes
overdue, or in the Seller's opinion the Buyer will be unable to meet its payment as
they fall due, or;
(b) the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or
enters into an arrangement with creditors, or makes an assignment for the benefit of its
creditors, or;
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is
appointed in respect of the Buyer or any asset of any Buyer, then;
(i) the Seller shall be entitled to cancel all or any part of any order with the Buyer
which remains unperformed in addition to and without prejudice to any other remedies; and
(ii) all amounts owing to the Seller shall, whether or not due for payment, immediately
become due and payable; and
(iii) the Seller shall be entitled to reclaim any Goods in the Buyer's possession or
control, which have been supplied by the Seller and to dispose of the Goods for its own
benefit and shall be entitled to enter, directly or by its agents, upon any land or
premises where the Seller believed the Goods which it has supplied are stored without
being liable to any person.
13. Title
13.1 It is the intention of the seller and
agreed by the Buyer that property in the goods shall not pass until:
(i) Payment, and
(ii) The Buyer has met all other obligations due by the Buyer to the Seller in respect of
all contracts between the seller and the Buyer, and that the goods, or proceeds of the
sale of the goods, shall be kept separate until the Seller shall have received payment and
all other obligations are met. It is further agreed that:
13.2 Receipt by the Seller of any form of
payment other than cash shall not be deemed to be payment until that form of payment has
been honoured, cleared or recognised and until then the Seller's ownership of rights
in respect of the goods shall continue.
13.3 Until such terms as ownership of the goods shall pass from the Seller to the Buyer
the seller may give notice in writing to the Buyer to return the goods or any of them to
the Seller. Upon such notice the rights of the Buyer to obtain ownership or any other
interest in the goods shall cease.
13.4 If the Buyer fails to return the goods to the Seller then the Seller or the Seller's
agent may enter upon and into buildings and premises owned, occupied or used by the Buyer,
or any premises as the invitee of the Buyer, where the goods are situated and take
possession of the goods, without being responsible for any damage thereby caused.
13.5 The Buyer shall not charge the goods in any way nor give any interest in the goods
while they remain the property of the Seller.
13.6 The Seller may require payment of the purchase price or the balance of the purchase
price due together with any other amounts due from the Buyer to the Seller arising out of
this agreement, and the Seller may take any lawful steps to require payment of the amounts
due and the purchase price.
13.7 Any proceeds of sale of the goods supplied by the Seller which are sold by the Buyer
whether combined with other goods sold or not, shall be the property of the Seller and
shall be held by the Buyer as trustee for the Seller and may be traced by the Seller into
the hands of any person.
13.8 The foregoing provisions shall not entitle the Buyer to return the goods without
demand from the Seller.
13.9 The seller can issue proceedings to recover the price of the goods sold
notwithstanding that ownership of the goods may not have passed to the buyer.
14. Security and Charge
14.1 Notwithstanding anything to the
contrary contained herein or any other rights which the seller may have howsoever:
(a) The buyer shall if required by the
seller execute a registerable charge, or otherwise permit the seller or the sellers
nominee to register a security interest securing payment of the price for the goods and/or
services provided by the seller hereunder to the buyer together with any monetary
obligations arising hereunder whether pursuant to the existing law or that contemplated by
the Personal Properties Securities Act 1999 or otherwise howsoever; and/or
(b) Where the seller, as sub-contractor, provides any goods and/or services to the buyer
as head contractor, the buyer hereby acknowledges that the seller shall be entitled to a
charge on any monies payable to the buyer by whom the buyer is contracted or employed. The
buyer shall provide all reasonable details and particulars of his/her/its/their employment
or superior contract in writing and upon reasonable request of the seller. The buyer
acknowledges and agrees that the sellers shall be entitled to demand payment directly from
whosoever has contracted or employed the buyer and the production of these terms and
conditions of trade by the seller shall be sufficient evidence of the seller's right
to receive such monies without the need for the payee, employer, head contractor or any
other person dealing with the seller to make further enquiries; and/or
(c) Where the buyer and/or the guarantor (if any) is the owner of land, realty or any
other asset capable of being charged, both the buyer and/or the guarantor agree to
mortgage and/or charge all of their joint and/or several interest in the said land, realty
or any other asset to the seller or the seller's nominee to secure all amounts and
other monetary obligations payable under the within terms and conditions of trade. The
buyer and/or the guarantor acknowledge and agree that the seller (or the seller's
nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be
released once all payments and other monetary obligations payable hereunder have been met.
(d) Should the seller elect to proceed in any manner in accordance with this clause and
its sub-clauses, the buyer and/or guarantor shall indemnify the seller from and against
all the seller's legal costs and disbursements calculated on a solicitor and own
client basis plus all reasonable costs of the seller's appointed attorney (if any).
(e) To give effect to the provisions of clause 14(a) to (d) inclusive hereof the buyer
and/or the guarantor (if any) do hereby irrevocably nominate constitute and appoint the
seller or the seller's nominee, namely EC Credit Services Limited as the buyer's
and/or guarantor's true and lawful attorney to execute mortgages and charges (whether
registerable or not) and including such other terms and conditions as the seller and/or EC
Credit Services Limited shall think fit in his/her/its/their absolute discretion against
the joint and/or several interest of the buyer and/or the guarantor in any land, realty or
asset in favour of the seller and in the buyer's and/or guarantor's name as may
be necessary to secure the said buyer's and/or guarantor's obligations and
indebtedness to the seller and further to do and perform all necessary and other acts
including instituting any necessary legal proceedings, and further to execute all or any
documents in the seller's absolute discretion which may be necessary or advantageous
to give effect to the provisions of this clause.
15. Assignment
15.1 The seller may license or sub-contract
all or any part of its rights and obligations under this contract without the buyer's
consent.
16. Cancellation
16.1 The seller may cancel this contract at
any time before the goods are delivered by giving written notice. On giving such notice
the seller shall promptly repay to the buyer any sums paid in respect of the price. The
seller shall not be liable for any loss or damage whatever arising from such cancellation.
17 Contractual Remedies Act
17.1 The provisions of the Contractual
Remedies Act 1979 shall apply to this contract as if Section 15(d) of the Act which states
that nothing in the Act shall affect the Sale of goods Act 1908, were omitted from the
Contractual Remedies Act 1979.
18. Miscellaneous
18.1 If any provision of these terms and
conditions shall be invalid, void or illegal or unenforceable the validity existence,
legality and enforceability of the remaining provisions shall not be affected, prejudiced
or impaired.
18.2 All goods and services supplied by the Seller are subject to the laws of New Zealand
and the Seller takes no responsibility for changes in the law which affect the goods or
services supplied.
18.3 The seller shall be under no liability whatever to the buyer for any indirect loss
and/or expense (including loss of profit) suffered by the buyer arising out of a breach by
the seller of this contract
18.4 Neither party shall be liable for any default due to any act of god, war, strike,
lock out, industrial action, fire, flood, drought, storm or other event beyond the
reasonable control of either party.
18.5 The buyer shall not set off against the price amounts due from the seller whether
under the applicable contract of sale or otherwise.
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