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Scalable Sustainable Business Growth Terms of Trade
SCHEDULE
1. Supply & Acceptance
1.1 The Vendor shall have an absolute discretion as to whether to supply the Buyer with Services or not and may cancel this agreement at any time in its absolute discretion, withhold any services agreed to be supplied and/or require immediate payment of any services so supplied.
1.2 Confirmation of the acknowledgement of the supply agreement will be deemed to be acceptance by the Buyer of these Terms and Conditions, notwithstanding anything that may be stated to the contrary on the Buyer’s order.
2. Price
2.1 The price of any services supplied shall be the price as determined from time to time by the Vendor. Prices are subject to change.
2.2 If GST or other taxes are payable on goods supplied or on any amount payable the Buyer shall pay such tax.
2.3 All prices are exclusive of freight costs, insurance charges and installation and maintenance costs, unless otherwise agreed by the Vendor and the Buyer in writing.
3. Terms of Payment
3.1 Unless otherwise agreed by the Vendor payment is due within 10 days of the issue of an invoice by the Vendor to the Buyer (“the due date”).
3.2 Payment of all monies will be made without set-off or deduction of any kind unless the Buyer is a Consumer and is entitled to exercise any remedies pursuant to the Consumer Guarantees Act 1993.
4. Services
4.1 The Vendor shall commit space for regular meetings.
4.2 Dates given for meetings are stated in good faith but are not to be treated as a condition of the sale. If delivery of the service is delayed for any reasons whatsoever, the Vendor shall not be responsible or liable in any way to the Buyer or any other party for loss sustained due to such delay.
4.3 The Vendor reserves the right to cancel delivery of the services or such instalments thereof without prejudice to its rights to recover all sums owing to it in respect of deliveries already made.
4.4 Where the Buyer does not make the meeting on the date specified or such later date as the parties agree, the Buyer shall pay the cost of that meeting.
4.5 No claim for any discrepancy in services will be admitted unless it is made in writing to the Vendor within 48 hours of delivery.
4.6 The Vendor shall be entitled to cancel or suspend services in the event of any delay or non-performance due directly or indirectly to wars, strikes, lock-outs, delays or defaults or manufacturers or suppliers, act of God, or any other cause (whether similar or dis-similar) beyond the reasonable control of the Vendor. The Buyer shall have no claims whatsoever against the Vendor in consequence of any such cancellation or suspension.
5. Default
5.1 Any failure on the part of the Buyer to make payment when due shall constitute a breach of these Terms and Conditions for which the Buyer shall be liable to compensate the Vendor by immediately making payment as liquidated damages (in addition to the amount due) of interest on the amount due from the due date until date of payment at a rate equal to 2% per month, such interest to accrue from the date payment was due until payment is made.
5.3 If the Buyer is in breach of any of these Terms and Conditions or in breach of any other contract for supply with the Vendor, the Vendor shall be entitled to cancel this and any other contract for supply and seek damages accordingly.
5.4 Without prejudice to its other remedies the Vendor shall be entitled to cancel this and any other contract for supply with the Buyer in the following circumstances.
5.4.1 If the Buyer becomes insolvent or is adjudicated bankrupt; or
5.4.2 If a receiver is appointed in respect of the assets of the Buyer; or
5.4.3 If the Buyer no longer carries on business or threatens to cease carrying on business; or
5.4.4 If an arrangement with the Buyer’s creditors is made or likely to be made; or
5.4.5 If the ownership of effective control of the Buyer is transferred or the nature of the Buyer’s business is materially altered, and in that event all monies otherwise payable by the Buyer in respect of any goods supplied by the Vendor shall become immediately due and payable.
5.5 The Buyer shall pay all costs incurred by the Vendor, including costs on a solicitor-client basis and debt collectors’ costs, incurred in the recovery or attempted recovery of outstanding money and the enforcement of these Terms and Conditions.
5.6 Payments by the Buyer shall be applied first in reduction of interest, liquidated damages and costs due pursuant to this clause 5, the balance then being in reduction of any amounts due pursuant to clauses 3 or 4.
7. Credits
Credits sought for services are at the Vendor’s exclusive discretion.
7.1. Accompanied by the number and date of supplying invoice.
8. Supply for Business Purpose
8.1 Where this agreement would otherwise be subject to the provisions of the Consumer Guarantees Act 1993 and where such supply is a supply for business purposes, the Buyer agrees that the goods are supplied to the Buyer for business purposes and that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply to the Buyer.
10. Limitation of Liability
10.1 The Vendor’s liability in any case shall be limited to the purchase price of the service in respect of which such liability arises. The Vendor shall have no further liability or responsibility for any direct, indirect or consequential injury, loss or damage whatsoever arising PROVIDED THAT where the goods are not supplied for business purposes this clause 10.1 shall not prevent a Buyer who is a Consumer under the Consumer Guarantees Act from exercising any remedies that Buyer may have under that Act.
11. General
11.1 Severability If any of the terms and conditions is held by a Court to be ineffective by virtue of non-registration, illegality or otherwise, then such condition or part of it, shall be severed from all other conditions without affecting the validity or enforceability of all other conditions or part of them.
11.2 Amendments The Vendor may amend these terms and conditions by giving the Buyer at the last known address notice in writing of such amendments.
11.3 Applicable Law – The parties agree that this contract shall be subject to the laws of New Zealand and subject to the exclusive jurisdiction of the New Zealand Courts.
11.4 Privacy Act The Buyer agrees that the Vendor may obtain credit reports from Credit Reporting Agencies and other credit providers for the purpose of assessing this and any other application you make for commercial credit. The Buyer further agrees the vendor may obtain credit information from Credit Reporting Agencies from time to time for the purpose of reviewing and assessing the Buyer’s commercial credit availability. The Vendor may disclose to any Credit Reporting Agencies any information in the Vendor’s possession relating to your credit Facility.
11.5 Personal Properties Securities Act The Buyer waives the Buyer’s right to receive copies of any verification statements confirming registration of any financing statement or any financing change statement relating to any security interest created by or pursuant to this Supply Agreement in any goods supplied from time to time by the Vendor to the Buyer.
11.6 Disputes The Buyer shall notify the Seller of any dispute in writing forthwith. Both parties will attempt to resolve the dispute in good faith within 14 days of that notice. Pending resolution of any dispute, the Buyer shall pay that part of the invoice not in dispute in the manner and time set out herein.
11.7 Arbitration Any dispute or difference arising as to the interpretation of the contract or the rights or obligations of either party other than the Seller’s right of recovery of price or goods shall be referred to arbitration under the Arbitration Act 1996 or any Act passed in amendment thereof or in substitution therefore.
You may also wish to read our Privacy Policy.
