GENERAL CONDITIONS OF SALE
APPLIED INDUSTRIAL TECHNOLOGIES NZ. LTD. CN 1819
(Hereinafter referred to as “Applied”)
Unless otherwise stated, prices are ex-warehouse. The right is reserved to apply prices ruling at the time of delivery, Special transport charges or variations in tariffs, rates of exchange, special taxes, transport charges, insurance premiums, harbour dues or similar costs and increases in wages, cost of material or otherwise which affect goods offered or sold are to be to the purchaser’s account. This stipulation also holds good for quotations submitted and contracts made after outbreak of war. All prices are GST exclusive. GST will be added at the rate of 15% on all taxable supplies.
Special packing is charged at cost price and is not returnable. Some packing material is charged with a deposit, which is refundable on return of this material
TERMS OF PAYMENT & PAYMENT INSTRUCTIONS
Unless otherwise stated, terms of payment are net cash on delivery or, for approved monthly accounts, on 20th of the month following the date of purchase. In case of any discrepancies noticed in the invoice by you, please call our AR Controller as soon as possible on the relevant telephone number for speedy resolution of the matter. Payment shall be made against each part or portion of the order delivered.
Our preferred Payment method
|Electronic Funds Transfer (EFT)||Credit Card Payment||Cheque Payment|
BSB No: 01-0215
Account No: 0073370-00
Bank : ANZ
Branch: Highbrook, Auckland
(a) Please quote your account number; and
(b) Fax or email a copy of the remittance advice to our AR Controller on the below mentioned relevant state fax numbers for speedy processing; or
Applied will also accept payment by credit card. A credit processing fees will be charged at 2% of the payment.
In this case, please call our AR Controller on the below mentioned relevant state telephone numbers for speedy processing.
|Please return your cheque to the PO BOX address|
Applied AR Contact details
|AR Controllers||Postal Address||Phone Number||Fax Number|
P O Box 58 549
|+64 9 274 0056|| +64 9 274 5175|
If the customer fails to comply with any terms of payment or requirements to secure payment, then without prejudice to any other rights or remedies available to Applied, Applied reserves the right to:
a) Withhold further deliveries;
b) Terminate the agreement with any unpaid amounts thereupon become immediately due; and/or
c) If the customer defaults in payment Applied may charge interest on a daily basis on any unpaid amounts from due date until payment at a rate 6% per annum above the rate of interest which would be charged to Applied by its banker on an overdrawn account. This interest shall be payable upon demand and is a genuine pre-estimate of damage resulting from default. The charging of interest shall in no way imply the granting of an extension of credit to the Customer.
d) The Customer may not deduct or withhold any amount (whether by way of set-off, counter claim, or otherwise) from any money owing to Applied.
e) The Customer shall pay on demand all costs, charges, commission and expenses (including in respect of legal costs, costs as between solicitor and own client) incurred by Applied in recovering any moneys payable by the Customer to Applied.
RISK AND SECURITY INTEREST IN GOODS
The Customer bears the risk of any loss or damage to goods due to any cause whatsoever after delivery of the goods, at which time risk shall pass to the Customer. Applied has a Security Interest in the goods (within the meaning set out in the Personal Property Securities Act 1999 (“PPSA”) to secure the obligation of the Customer to pay for the goods.
Where not inconsistent with or at variance with the provisions of the PPSA the following provisions shall apply:
a) Title to any goods supplied by Applied shall not pass to the Customer until all amounts owing by the Customer to Applied in respect of those goods and all other goods supplied by Applied have been paid in cleared funds.
b) The Customer agrees that until title in them passes to the Customer all goods supplied are held by the Customer as bailee for and on behalf of Applied and if requested by Applied the Customer will store them in such a way that it is clear they are the property of Applied.
c) If any payment due from the Customer to Applied is not made on the due date Applied shall be entitled, without prejudice to its other remedies, to retake possession of the goods and hold them until Applied has been paid in full, or to resell the goods and recover the deficiency on resale, plus costs of repossession, from the Customer.
d) If the Customer wishes to resell any goods before title in them passes to the Customer the Customer may do so only by way of bona fide sale in the ordinary course of business and the Customer shall hold the proceeds of such sale on trust for Applied and shall account to Applied for such proceeds.
Applied reserves the right at its discretion to register a Financing Statement in respect of each category of goods supplied to the Customer. Applied’s costs of registering a Financing Statement or a Financing Change Statement shall be paid by the Customer and where applicable, debited by Applied against the Customer’s account with Applied. On the request by Applied the Customer shall promptly execute any documents and do anything else required by Applied to ensure that Applied’s Security Interest in the goods created by these terms and conditions constitutes a Perfected Security Interest over the goods.
The Customer shall not agree to allow any person to file a Financing Statement over the goods without the prior consent of Applied and shall notify Applied immediately if it becomes aware of any person taking steps to file a Financing Statement against any of the goods.
The Customer and Guarantor (if any):
a) Agree(s) that nothing in s114(1)(a), 133, and 134 of the PPSA will apply to these terms and conditions; and
b) Waive(s) the Customer’s right to do any of the following:
I. Object to Applied’s proposal to retain any Personal Property under s121 of the PPSA;
II. Not have goods damaged when Applied removes an Accession under s125 of the PPSA;
III. Receive notice of the removal of an Accession under s129 of the PPSA;
IV. Apply to the Court for an order concerning the removal of an Accession under s131 of the PPSA;
V. To receive a copy of the Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relating to the Security Interest created by these terms and conditions.
Capitalised terms in this clause have the meaning given to them in the PPSA.
TIME OF DELIVERY
Unless otherwise agreed upon, the time of delivery is calculated from the date of your receipt of communication of acceptance. Although every effort is made by Applied to keep the delivery promised, Applied assumes no liability for loss or damages occasioned by delays in delivery. Offers for delivery ex stock are subject to confirmation on receipt of order.
Without being liable to pay indemnity, Applied reserves the right to cancel the contract of purchase entirely or in part or to extend the delivery time in the case of force majeure, strikes, lock-outs or other interruptions in operation, stoppages, breakdowns in machinery, fire in our sub-contractor’s works, transport difficulties, war or blockade involving New Zealand or any other country from which the material required for the goods on order is expected to be procured and every circumstances of political, economical or other nature beyond our control.
Applied shall have the same rights set out in the preceding paragraph if circumstances arise which create for us or our sub-contractors, difficulties in procuring material or labor necessary for manufacture, the overcoming of which difficulties would entail additional costs that we or our sub-contractors ought not reasonably to have calculated with them when submitting quotations or making contracts.
The above stipulations also hold good for quotations submitted and contracts made after the outbreak of war.
Claims for shortages of goods should be made in writing immediately upon receipt of goods and no claim will be recognised unless made within 7 days from receipt of the consignment in respect of which the shortage is alleged. Claims for non-receipt of goods must be made within 30 days of the date of invoice. Other claims will not be considered unless received within 30 days of receipt of goods and reference is made to the appropriate dispatch advice or invoice number.
RETURN OF GOODS FOR CREDIT
Goods covered by this order will not be acceptable for return without prior written approval from Applied and the return freight prepaid by the purchaser. Goods returned will be subject to a credit service fee of $25.00 or 15% of the credit note value, whichever is greater (unless return is due to supply error). An additional service fee may apply if further inspection is required.
WARRANTY AND DISCLAIMER
Applied is a distributor of products manufactured by others and as such warrants that all goods supplied under this Agreement are free of liens and other encumbrances. Except for the warranty of title, goods are sold only with such warranties as may be extended by the manufacturer of the product. APPLIED MAKES NO OTHER WARRANTY AND THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Applied will provide all reasonable assistance to Customer in obtaining the benefits of applicable manufacturer’s warranties. Customer is responsible for installation and use in accordance with manufacturer’s instructions. In no event will either party be liable to the other or any third party for incidental, consequential or special damages.
Applied is under no obligation to insure the goods after delivery of goods to the purchaser. This includes goods delivered to wharf, rail or outside carrier.
Any service or advice which may be offered by Applied, its servants or agents to users of its products is rendered in all good faith and Applied shall not be liable for any loss or damage arising therefrom.
ACCEPTANCE OF QUOTATION
Quotations shall be open for acceptance for a period of 30 days from the date on which the offer was made until revoked or replaced by a further offer. Acceptance occurs at the time communication of acceptance is received by you whether communicated by verbal, written or electronic means. An electronic communication of acceptance is deemed to be received when it enters your computerised information system. Acceptance is expressly deemed to occur at the place of business of Applied. The time of delivery is calculated from the date of receipt of a communication of acceptance. A communication of an offer to buy products must, to validly constitute the offer, include all details necessary for the execution of the order. Quotations include only the work material or products specified in quotation. All details such as weights, etc, supplied in quotations we approximate only and are based on information available to Applied at time of quoting. In the event of suspension of work on Purchaser’s instructions or lack of instruction or by failure to provide sufficient information to enable the work to proceed uninterruptedly, the contract price may be increased to cover any extra expenses thereby incurred or in the event of cancellation of the contract the client may he charged with all costs incurred.
INFORMATION AND PRIVACY ACT
In accordance with the requirements of the Credit Reporting Privacy Code 2004 Applied brings the following to the attention of the Customer:
a) This application collects personal information about the Customer.
b) The purpose for collecting this information is to assess the eligibility for the credit the Customer is seeking.
c) The intended recipients of the information is Applied and other providers of credit, credit reference, debt collection agencies, employer(s) both current and previous, research firms and direct marketing firms engaged by Applied from time to time.
d) The information is being collected and will be held by Applied at 67 Lady Ruby Drive, Greenmount, Auckland.
e) The Customer does not have to provide the information to Applied but if the Customer does not provide all or any part of the information requested by Applied, the application of the Customer for credit may be declined.
f) The Customer has rights under the Privacy Act 1993 and the Credit Reporting Privacy Code 2004 to access and correct any personal information about the Customer held by Applied.
By signing this form:
a) The Customer authorises Applied to obtain a credit reporting agency or obtain such information from any credit providers, government agencies, and/or employer(s), accountant(s) or other persons (and you authorise such persons to provide to Applied) such information about the Customer as is necessary for Applied to consider whether to grant the Customer credit, for the purposes of administration and protection of any credit provided and for the purposes of considering any future request from the Customer for credit under any agreement.
b) The Customer authorises Applied to give a credit reporting agency certain personal information about the Customer, including;
I. Information which enables the Customer to be identified;
II. The fact that the Customer has applied for credit and the amount of credit;
III. Any payments which are overdue and for which Applied has started debt recovery action against the Customer;
IV. Information that the Customer has, in the opinion of Applied committed a serious credit infringement; and
V. Advice that the customer has fully repaid credit provided by Applied.
c) The Customer acknowledges that Applied may give to a guarantor or proposed guarantor of the credit contract of the Customer any information, including information about the creditworthiness, credit standing, credit history and credit capacity of the Customer in connection with the loan account of the customer as is necessary for the enforcement of any agreement between Applied and the Customer.
d) The Customer authorises Applied to disclose information about the Customer to its related companies, credit reporting agencies and to other parties authorised and/or required by law to collect information and (if necessary) to any person assisting Applied in the enforcement of any agreement between Applied and the Customer.
e) The Customer authorises Applied to use and disclose information about the Customer to help it provide or to tell the Customer about other products or services which may interest the Customer, for its internal administration processes and for the purpose of market or customer satisfaction research.
The Customer understands that Applied may contact the Customer by mail or telephone from time to time about its products and services and those of its corporate partners that may interest the Customer.
These General Conditions of Sale and any associated invoices for goods shall constitute the entire agreement between Applied and the customer and shall constitute a Security Agreement for the purposes of the PPSA. No terms, conditions, obligations or other provisions of any nature not contained in these General Conditions of Sale or in any associated invoice shall be of any effect. For the avoidance of doubt, these General Conditions of Sale shall apply in all circumstances, including where the customer validly accept this quotation or where the customer and Applied otherwise proceed with carrying out work under the quotation, whether or not the customer, at any time and by any means, purports to impose its own terms and conditions.
GOVERNING LAW OF CONTRACT
These General Conditions of Sale are governed by, and is to be construed in accordance with, the Law of New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand and any court hearing appeals from those courts.