Terms and Conditions of Sale
1. In these terms and conditions:
“Company” means the supplier of the goods being the company named on the quotation attached, or if no quotation is attached, [Glass Solutions New Zealand Limited] and “we”, “us” and “our” have the same meaning.
“Customer” means the company, individual or other entity who has ordered Goods from us or is named in the attached quotation (if any) as the Customer and “you” and “your” have the same meaning.
“Goods” means any goods or other products which we supply to the Customer.
“GST” means Goods and Services Tax;
“Website” means [URL of Ecommerce Store] or any other website owned the Company.
2. Any Goods supplied by the Company to the Customer will be supplied on these terms and conditions only (unless otherwise expressly agreed in writing by the Company) as amended from time to time and by ordering Goods from us, the Customer agrees to be bound by these Terms and Conditions. These terms and conditions take precedence over any terms offered by the Customer.
1. Quotations are based on details supplied by the Customer. Any variation will be at the Customer’s expense. The Customer shall ensure that the sizes and number of items quoted correspond with the Customer’s requirements.
2. Quotations do not include provision of scaffolding, craneage or other ancillary equipment that may be necessary for the installation of Goods unless otherwise expressly included.
3. All glass and glass hardware is quoted as supplied only, unless otherwise expressly included in the quotation.
4. Unless specifically included in the quotation, the Customer is responsible for fixing and installing the Goods, and supplying and any necessary fixing screws or fastenings.
5. Clerical errors or omissions whether in computation or otherwise in any quotation, order acknowledgement or invoice shall be subject to correction.
6. Once an order for Goods has been placed with the Company, the Customer may not cancel the order without the prior written consent of the Company which may be given subject to various terms, for example, the Company may charge the Customer for any expenses or additional costs as a result of any such cancellation.
1. Quotations are based on costs current at the date of quotation. Prices quoted shall be valid for thirty (30) days from the date of communication. At the expiration of this thirty (30) day period, the Company may vary the quotation without notice.
2. Where no quotation is given the price of the Goods will be the price current at the date of despatch.
3. The price quoted for the goods excludes GST. GST will be paid by the Customer in addition to the price quoted.
1. Unless otherwise agreed, 100% of the price of the Goods, plus GST, is to be paid on the date of confirmation of an order of Goods.
2. If credit is given, the price of the Goods, plus GST, is payable in full, on the day specified on the invoice which will be the agreed number of days from the Bill Of Lading date.
3. The Customer may not deduct or withhold any amount (whether by way of set-off, counterclaim or otherwise) from any money owing to the Company.
4. If full payment for any Goods is not made to the Company by the due date for payment, the Customer must pay, at the Company’s discretion and without prejudice to any other remedy the company may have, on demand, default interest at a rate equal to 5% above the current base lending rate from time to time set by the Company’s bankers from the due date for payments until the date when payment is actually made and all expenses and costs (including legal costs as between solicitor and client) incurred by the Company in obtaining or attempting to obtain a remedy for the failure to pay.
5. The Company may at any time require the Customer to pay for Goods by bank cheque or post dated cheque or (in addition to the Company’s security interest in the Goods) may require the Customer to procure such guarantees and securities as the Company considers necessary to secure to the Company payment for the Goods.
5. Orders Placed through our Website
1. If the Customer places an order for Goods on the Company’s Website, then:
(a) The Company may at its complete discretion choose to reject any order placed by the Customer, for example, if the Goods are not in stock, no longer available, the Company cannot meet the Customer’s requested delivery date or because of an error in the price on the Company’s Website or for any other reason. If the Customer has already paid for the Goods, the Company will refund the Customer the full amount including any delivery costs charged as soon as possible. The Company will have no further liability to the Customer in relation to the rejected part of that order.
(b) All orders are subject to the availability of Goods. The Company may revise its range of Goods or the specification of any Good at any time and without notice to the Customer.
(c) The Company is entitled at any time to correct all errors and omissions (whether clerical, computational or otherwise) in any advertising, quotation, invoice or acknowledgement.
(d) The Customer may not vary or cancel any order the Customer has placed with the Company unless accepted in writing by the Company. Where the Company accepts cancellation by the Customer (in our sole discretion) it may levy a handling charge.
(e) The Customer represents and warrants that they are over 18 and have legal capacity to contract in New Zealand. If the Customer uses a credit or debit card, they represent and warrant that the card is issued in their name and they will pay all charges incurred through the charged services. Where the Company offers that the Customer may make payments to the Company by means of a third party payment gateway (such as Paypal), the Customer must also adhere to any additional terms the relevant payment service provider advises at the time of payment.
(f) If payments are made by means of a secure third-party website, the Customer acknowledges and agrees that Internet transmissions are never entirely secure or private and that while the Company will take precautions to minimise the related risks, it cannot guarantee that any message or information provided through the website (including credit card information) will not be read or intercepted by others who breach the relevant security measures. The Company is not liable for the interception, 'hacking' or other unauthorised access of information by unauthorised third parties. It is the Customer’s responsibility to ensure that the transaction, credit card information and all other details provided by the Customer in relation to payments made through the website are correct.
2. The content on the Website is provided for general information only. It is not intended to constitute advice on which the Customer should rely. The Customer must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Website.
3. The Company makes no representations, warranties or guarantees, whether express or implied, that the content on the Website is accurate, free from errors, complete or up-to-date.
4. Unless otherwise expressly stated in these Terms and Conditions, the Website is provided on an as-is basis only and the Company excludes all warranties or conditions of any kind whether expressly or implied. In particular but without limitation, the Company does not warrant or represent that:
(a) the Website is fit for any purpose or will meet the Customer’s requirements or is provided to the Customer without any errors or deficiencies or that it is in compliance with any quality levels, as the case may be;
(b) the Website will be available to the Customer at any time or provided to you without disruption, interruption or delay;
(c) the Website does not infringe any copyright or violate any laws or regulations whether in the country the Customer is a resident or elsewhere in the World;
(d) Any information the Customer obtains from us or through the Customer’s use of the Website will be suitable, accurate, complete or reliable;
(e) That any deficiencies in the Website, including any defects in performance, operation or functionality will be fixed, corrected or otherwise remedied.
5. Documents or material downloaded, installed or otherwise obtained through the use of the Website are provided by the Company “as is” and at the Customer’s own risk. The Company is not responsible for any damage to any mobile phone, software, computer system, or other device or device's software, or any loss of data that results from the download and/or use of any such documents or material.
1. All costs of Delivery shall be paid by the Customer in addition to the price for the Goods.
2. Unless otherwise agreed in writing by the Company, the Customer is to arrange for the Goods to be picked up from the Company’s premises:
(a) delivery will be considered to have been made when the Goods are available for collection by the Customer;
(b) the Customer or its authorised representative must sign the delivery docket before any Goods are loaded for delivery.
3. Delivery of Goods may be by instalments.
4. Where the company agrees in writing to arrange delivery of the Goods to the Customer’s store or to a site designated by the Customer:
(a) delivery will be considered to have been made when the Goods arrive at the Customer’s store or designated site;
(b) if the Customer fails or refuses to accept delivery at an agreed delivery time, delivery will be considered to have been effected in any event;
(c) the Customer or its authorised representative must sign the delivery docket before any Goods are unloaded;
(d) all claims for Goods damaged in transit must be made in writing and delivered to the Company within twenty four hours of delivery of the Goods;
(e) the Customer is responsible for ensuring at its own cost, that all agreed delivery sites have unloading facilities together with labour and/or mechanical means to unload the Goods promptly, suitable access and area for unloading and suitable storage for the goods;
(f) the Company’s usual delivery times are between the hours of 8.00am and 5.00pm Monday to Friday, excluding statutory holidays. The Company may, at the Customer’s request, arrange delivery at other times but will be entitled to charge the Customer for any additional costs the Company may incur.
5. The Company will endeavour to meet agreed delivery dates but will not be liable, nor may the Customer cancel any order, for late delivery. The delivery date specified on the quotation is an estimate only.
6. All claims for short or defective delivery must be made in writing and delivered to the company within seven days of delivery of the Goods. The Customer may not cancel any order for short or defective delivery. If the Customer fails or refuses to uplift the Goods from the Company’s premises, or to take delivery of any Goods at an agreed delivery time, or if an agreed delivery site does not have the unloading facilities, access or storage required, the Company may charge the Customer (without limiting any other right the Company may have) for any expenses or additional costs incurred by the Company as a result.
1. The Customer bears the risk of any loss or damage to the Goods due to any cause whatsoever:
(a) if the Company is to arrange delivery of the Goods, on delivery of the Goods;
(b) if the Goods are to be collected by the Customer from the Company’s premises, when the Goods are available for collection by the Customer.
1. Ownership of the Goods does not pass until:
(a) all amounts owing by the Customer to the Company in respect of the Goods have been paid;
(b) all other obligations of the Customer to the Company in respect of the Goods have been met.
2. Until ownership of the Goods passes, the Customer:
(a) must keep full and complete records of the Goods;
(b) must return the Goods in merchantable condition if requested to do so by the Company following nonpayment of any amount owing by the Customer to the Company or non-fulfilment of any other obligation of the Customer to the Company, without limiting any other right the Company may have;
(c) gives the Company the right to inspect the Goods or any part of them at all reasonable times;
(d) must not change its name, address or contact details without providing the Company with at least 30 days prior written notice;
(e) waives its rights to:
(i) receive a copy of any verification statement;
(ii) receive a copy of any financing change statement;
(f) if the Goods are for the Customer’s business use, the Customer agrees, to the extent part 9 of the Personal Property Securities Act 1999 (“PPSA”) applies, that it will have no rights under part 9 of the PPSA. For example, but without limitation, to:
(i) receive any notice that the Company intends to sell the Goods or take over the Goods on enforcement of the Company’s security interest;
(ii) give a notice of objection of the Company taking over the Goods in satisfaction of any obligation owed by the Customer to the Company; and
(iii) receive a statement of account on sale of the Goods;
(iv) recover any surplus on the sale of the Goods.
(g) must not give to the Company a written demand or allow any other person to give the Company a written demand or register or allow any other person to register a financing change statement under the PPSA.
3. The Customer acknowledges that it has received value as at the date for collection of the Goods and has not agreed to postpone the time for attachment of the security interest granted under these terms and conditions.
1. All warranties, descriptions, representations or conditions whether implied by law, trade, custom or otherwise are, and all other liability of the Company, whether in tort (including negligence), contract or otherwise is, expressly excluded to the fullest extent permitted by law.
2. Insofar as the Company may be liable notwithstanding clause 9.1, to the extent permitted by law (and subject to clause 9.5), the total liability of the Company whether in tort (including negligence), contract or otherwise for any loss, damage or injury arising directly or indirectly from any defect in or non-compliance of any Goods or any other breach of the Company’s obligations is limited to the lesser of:
(a) the price of Goods complained of; and
(b) the cost of repairing or replacing the defective Goods.
3. Except where statute expressly requires otherwise (and subject to clause 9.5) the Company is not liable in any event for any loss of profits, consequential, indirect or special damage, loss or injury of any kind suffered by the Customer or any other person.
4. Subject to clause 9.5 while the Company will make every effort to ensure the accuracy of any advice, recommendation, information, assistance or service provided by the Company in relation to the Goods or their use or application, the Company does not accept any liability or responsibility in response to that advice, recommendation, information, assistance or service.
5. If the Customer is a “consumer” under the Consumer Guarantees Act 1993 (Act) the Act will not apply where the Customer acquires or holds itself out as acquiring the Goods for the purposes of a business.
6. Where the Customer is acquiring the Goods for the purpose of re-supplying them in trade, the Customer will:
(a) include a provision in its terms of sale to the effect that the Act will not apply where a purchaser acquires or holds itself out as acquiring the Goods for the purposes of a business;
(b) notify its purchasers of the effect of clause 9.6(a); and
(c) indemnify the Company for and against any liabilities, losses, damages, claims, costs or expenses of whatever kind and nature incurred by the Company as a result of the Customer failing to take the action required under this clause 9.6.
(a) any amount payable by the Customer to the Company is overdue, or the Customer fails to meet any other obligation of the Company (whether in relation to the sale of Goods or otherwise) or in the Company’s opinion the Customer is likely to be unable to meet its payment or other obligations to the Company; or
(b) the Customer becomes insolvent, has a receiver appointed in respect of all or some of its assets, makes or is likely to make an arrangement with its creditors or has a liquidator (provisional or otherwise) appointed or is placed under statutory or official management; or
(c) the ownership or effective control of the Customer is transferred or, in the Company’s opinion, the nature of the Customer’s business is materially altered; then
(i) the Company may cancel any outstanding order with the Customer for all or part of any contract or contracts with the Customer which remains unperformed, in addition to an without prejudice to its other remedies; and
(ii) all amounts outstanding under these terms and conditions or any other contract with the Company shall, whether or not due for payment, immediately become due and payable; and
(iii) the company may reclaim any Goods in the Customer’s possession or control and dispose of them for its own benefit and for that purpose the Company may, without notice enter directly or by its agents on any premises where it believes Goods may be stored, without in any way being liable to any person.
1. We may change these Terms and Conditions at any time. Any change applies from when we notify you of that change. Every time you order Goods from us, the Terms and Conditions in force at the time of your order will apply between you and us.
2. The Customer is responsible for disposing, at its own cost, of all materials used in the packaging or delivery of Goods supplied by the Company.
3. If at any time the Company does not enforce any of these terms and conditions or grants the Customer time or other indulgence, the Company shall not be construed as having waived that term or condition or its rights to later enforce that or any other term or condition.
4. The Customer is to execute documents and do such further acts as may be required by the Company to register the Company’s security interest under the PPSA or for any purpose whatsoever.
5. These terms will be governed by New Zealand law and the Customer agrees to submit to the exclusive jurisdiction of the New Zealand courts.
6. No failure or delay by us in insisting upon the strict performance of these Terms or exercising any right under these Terms will operate as a waiver of those matters.
7. Any unlawful or voidable provision in these Terms and Conditions must be read down so as to be valid and enforceable or, if it cannot be read down, will be severed from these Terms and Conditions without affecting the validity, legality or enforceability of the remaining provisions.