Terms & Conditions

 

1.1       “Reseller” means Advanced Seals & SVS Limited, its successors and assigns or any person acting on behalf of and with the authority of Advanced Seals & SVS Limited.
1.2       “Customer” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Customer is a reference to each Customer jointly and severally.
1.3       “Goods” means all Goods or Services supplied by the Reseller to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.4       “Price” means the Price payable for the Goods as agreed between the Reseller and the Customer in accordance with clause 5 below.
 
2.         Acceptance
2.1       The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of the Goods.
2.2       These terms and conditions may only be amended with the Reseller’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and the Reseller.
2.3       The Customer acknowledges and accepts that the supply of Goods for accepted orders may be subject to availability and if, for any reason, Goods are not or cease to be available, the Reseller reserves the right to vary the Price with alternative Goods as per clause 5.2.  The Reseller also reserves the right to halt all Services until such time as the Reseller and the Customer agree to such changes.
 
3.         Electronic Transactions Act 2002
3.1       Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 22 of the Electronic Transactions Act 2002 or any other applicable provisions of that Act or any Regulations referred to in that Act.
4.         Change in Control
4.1       The Customer shall give the Reseller not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone or fax number/s, or business practice). The Customer shall be liable for any loss incurred by the Reseller as a result of the Customer’s failure to comply with this clause.
 
5.1       At the Reseller’s sole discretion the Price shall be either:
(a) as indicated on any invoice provided by the Reseller to the Customer; or
(b)the Price as at the date of delivery of the Goods according to the Reseller’s current price list; or
(c) the Reseller’s quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
(a) if a variation to the Goods which are to be supplied is requested; or
(b)if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested; or
(c) in the event of increases to the Reseller in the cost of labour or materials (including but not limited to overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges) which are beyond the Reseller’s control.
5.3       At the Reseller’s sole discretion a deposit may be required.
5.4       Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by the Reseller, which may be:
(a) on delivery of the Goods;
(b)by way of instalments/progress payments in accordance with the Reseller’s payment schedule;
(c) for certain approved Customers, due twenty (20) days following the end of the month in which a statement is posted to the Customer’s address or address for notices;
(d)the date specified on any invoice or other form as being the date for payment; or
(e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by the Reseller.
5.5       Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card or by any other method as agreed to between the Customer and the Reseller.
5.6       Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to the Reseller an amount equal to any GST the Reseller must pay for any supply by the Reseller under this or any other agreement for the sale of the Goods. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
 
6.         Delivery of Goods
6.1       Delivery (“Delivery”) of the Goods is taken to occur at the time that:
(a) the Customer or the Customer’s nominated carrier takes possession of the Goods at the Reseller’s address; or
(b)the Reseller (or the Reseller’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.
6.2       At the Reseller’s sole discretion the cost of delivery is in addition to the Price.
6.3       The Customer must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then the Reseller shall be entitled to charge a reasonable fee for redelivery and/or storage.
6.4       The Reseller may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
6.5       Any time or date given by the Reseller to the Customer is an estimate only. The Customer must still accept delivery of the Goods even if late and the Reseller will not be liable for any loss or damage incurred by the Customer as a result of the delivery being late.
 
7.         Online Ordering
7.1       The Customer acknowledges and agrees that:
(a) the Reseller does not guarantee the websites performance or availability of any of its Goods; and
(b)on-line ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades; and
(c) there are inherent hazards in electronic distribution and as such the Reseller cannot warrant against delays or errors in transmitting data between the Customer and the Reseller including orders, and you agree that to the maximum extent permitted by law, the Reseller will not be liable for any losses which the Customer suffers as a result of online-ordering not being available or for delays or errors in transmitting orders.
7.2       The Reseller reserve the right to terminate your order if it learns that you have provided false or misleading information, interfered with other users or the administration of the Reseller Services, or violated these terms and conditions.
 
8.         Risk
8.1       Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.
8.2       If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Reseller is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Reseller is sufficient evidence of the Reseller’s rights to receive the insurance proceeds without the need for any person dealing with the Reseller to make further enquiries.
8.3       If the Customer requests the Reseller to leave Goods outside the Reseller’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk.
8.1       The Customer acknowledges that the Reseller is only responsible for parts that are replaced by the Reseller and that in the event that other parts/Goods, subsequently fail, the Customer agrees to indemnify the Reseller against any loss or damage to the Goods, or caused by the Goods, or any part thereof howsoever arising.
8.2       Where the Client is to supply the Reseller with any design specifications (including, but not limited to CAD drawings) the Client shall be responsible for providing accurate data. The Reseller shall not be liable whatsoever for any errors in the Goods that are caused by incorrect or inaccurate data being supplied by the Client.
8.3       Any advice, recommendation, information, assistance or service provided by the Reseller in relation to Goods or Services supplied is given in good faith, is based on the Resellers own knowledge and experience and shall be accepted without liability on the part of the Reseller and it shall be the responsibility of the Customer to confirm the accuracy and reliability of the same in light of the use to which the Customer makes or intends to make of the Goods or Services.
 
9.         Title
(a) the Customer has paid the Reseller all amounts owing to the Reseller; and
(b)the Customer has met all of its other obligations to the Reseller.
9.2       Receipt by the Reseller 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.
9.3       It is further agreed that:
(a) until ownership of the Goods passes to the Customer in accordance with clause 9.1 that the Customer is only a bailee of the Goods and must return the Goods to the Reseller on request.
(b)the Customer holds the benefit of the Customer’s insurance of the Goods on trust for the Reseller and must pay to the Reseller the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed. 
(c) the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for the Reseller and must pay or deliver the proceeds to the Reseller on demand.
(d)the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of the Reseller and must sell, dispose of or return the resulting product to the Reseller as it so directs.
(e) the Customer irrevocably authorises the Reseller to enter any premises where the Reseller believes the Goods are kept and recover possession of the Goods.
(f) the Reseller may recover possession of any Goods in transit whether or not delivery has occurred.
(g)the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of the Reseller.
(h) the Reseller may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.
 
(a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and
(b)a security interest is taken in all Goods previously supplied by the Reseller to the Customer (if any) and all Goods that will be supplied in the future by the Reseller to the Customer.
10.2     The Customer undertakes to:
(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Reseller may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
(b)indemnify, and upon demand reimburse, the Reseller for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
(c) not register a financing change statement or a change demand without the prior written consent of the Reseller; and
(d)immediately advise the Reseller of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
10.3     The Reseller and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
10.4     The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
10.6     The Customer shall unconditionally ratify any actions taken by the Reseller under clauses 10.1 to 10.5.
 
11.1     In consideration of the Reseller agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
11.2     The Customer indemnifies the Reseller from and against all the Reseller’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Reseller’s rights under this clause.
11.3     The Customer irrevocably appoints the Reseller and each director of the Reseller as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 11 including, but not limited to, signing any document on the Customer’s behalf.
 
12.       Customer’s Disclaimer
12.1     The Customer hereby disclaims any right to rescind, or cancel any contract with the Reseller or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Customer by the Reseller and the Customer acknowledges that the Goods are bought relying solely upon the Customer’s skill and judgment.
 
13.       Defects
 
14.       Returns
14.1     Returns will only be accepted provided that:
(a) the Customer has complied with the provisions of clause 13.1; and
(b)the Reseller has agreed in writing to accept the return of the Goods; and
(c) the Goods are returned at the Customer’s cost within twenty eight (28) days of the delivery date; and
(d)the Reseller will not be liable for Goods which have not been stored or used in a proper manner; and
(e) the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
14.2     The Reseller will not accept the return of Goods for credit.
14.3     Returned Goods may (at the Reseller’s sole discretion), incur restocking and handling fees.
14.4     Non-stocklist items or Goods made to the Customer’s specifications are under no circumstances acceptable for credit or return.
 
15.       Warranty
15.1     Subject to the conditions of warranty set out in clause 15.2 the Reseller warrants that if any defect in any workmanship of the Reseller becomes apparent and is reported to the Reseller within thirty (30) days of the date of delivery (time being of the essence) then the Reseller will either (at the Reseller’s sole discretion) replace or remedy the workmanship.
(a) the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
(i)   failure on the part of the Customer to properly maintain any Goods; or
(ii) failure on the part of the Customer to follow any instructions or guidelines provided by the Reseller; or
(iii)any use of any Goods otherwise than for any application specified on a quote or order form; or
(iv)the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
(v) fair wear and tear, any accident or act of God.
(b)the warranty shall cease and the Reseller shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without the Reseller’s consent.
(c) in respect of all claims the Reseller shall not be liable to compensate the Customer for any delay in either replacing or remedying the workmanship or in properly assessing the Customer’s claim.
15.3     For Goods not manufactured by the Reseller, the warranty shall be the current warranty provided by the manufacturer of the Goods. The Reseller shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
15.4     To the extent permitted by statute, no warranty is given by the Reseller as to the quality or suitability of the Goods for any purpose and any implied warranty, is expressly excluded. The Reseller shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.
15.5     The conditions applicable to the warranty given on Goods supplied by the Reseller are contained on the “Warranty Card” that will be supplied with the Goods.
 
16.       Consumer Guarantees Act 1993
16.1     If the Customer is acquiring Goods for the purposes of a trade or business, the Customer acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by the Reseller to the Customer.
 
17.       Intellectual Property
17.1     Where the Reseller has designed, drawn or developed Goods for the Customer, then the copyright in any designs and drawings and documents shall remain the property of the Reseller.
17.2     The Customer warrants that all designs, specifications or instructions given to the Reseller will not cause the Reseller to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify the Reseller against any action taken by a third party against the Reseller in respect of any such infringement.
17.3     The Customer agrees that the Reseller may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which the Reseller has created for the Customer.
 
18.       Default and Consequences of Default
18.1     Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at the Reseller’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
18.2     If the Customer owes the Reseller any money the Customer shall indemnify the Reseller from and against all costs and disbursements incurred by the Reseller in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Reseller’s collection agency costs, and bank dishonour fees).
18.3     Without prejudice to any other remedies the Reseller may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions the Reseller may suspend or terminate the supply of Goods to the Customer. The Reseller will not be liable to the Customer for any loss or damage the Customer suffers because the Reseller has exercised its rights under this clause.
18.4     Without prejudice to the Reseller’s other remedies at law the Reseller shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to the Reseller shall, whether or not due for payment, become immediately payable if:
(a) any money payable to the Reseller becomes overdue, or in the Reseller’s opinion the Customer will be unable to make a payment when it falls due;
(b)the Customer 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 Customer or any asset of the Customer.
 
19.       Cancellation
19.1     The Reseller may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice the Reseller shall repay to the Customer any money paid by the Customer for the Goods. The Reseller shall not be liable for any loss or damage whatsoever arising from such cancellation.
19.2     In the event that the Customer cancels delivery of Goods the Customer shall be liable for any and all loss incurred (whether direct or indirect) by the Reseller as a direct result of the cancellation (including, but not limited to, any loss of profits).
19.3     Cancellation of orders for Goods made to the Customer’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
 
20.       Privacy Act 1993
(a) access, collect, retain and use any information about the Customer;
(i)   (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Customer’s creditworthiness; or
(ii) for the purpose of marketing products and services to the Customer.
(b)disclose information about the Customer, whether collected by the Reseller from the Customer directly or obtained by the Reseller from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Customer.
20.2     Where the Customer is an individual the authorities under clause 20.1 are authorities or consents for the purposes of the Privacy Act 1993.
20.3     The Customer shall have the right to request the Reseller for a copy of the information about the Customer retained by the Reseller and the right to request the Reseller to correct any incorrect information about the Customer held by the Reseller.
 
21.       Unpaid Seller’s Rights
21.1     Where the Customer has left any item with the Reseller for repair, modification, exchange or for the Reseller to perform any other service in relation to the item and the Reseller has not received or been tendered the whole of any moneys owing to it by the Customer, the Reseller shall have, until all moneys owing to the Reseller are paid:
(a) a lien on the item; and
(b)the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of uncollected goods.
21.2     The lien of the Reseller shall continue despite the commencement of proceedings, or judgment for any moneys owing to the Reseller having been obtained against the Customer.
 
22.       General
22.1     The failure by the Reseller to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Reseller’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
22.2     These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the North Shore Courts of New Zealand. 
22.3     The Reseller shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Reseller of these terms and conditions (alternatively the Reseller’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
22.4     The Customer agrees that the Reseller may amend these terms and conditions at any time. If the Reseller makes a change to these terms and conditions, then that change will take effect from the date on which the Reseller notifies the Customer of such change. The Customer will be taken to have accepted such changes if the Customer makes a further request for the Reseller to provide Goods to the Customer.
22.5     The Customer warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.

 

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