1.1. Nothing in these Conditions of Sale and Service shall restrict, negate, modify or limit any of your rights under the Consumer Guarantees Act 1993 where:
1.1.1. The goods you are acquiring are of a kind ordinarily acquired for personal, domestic or household use or consumption; and
1.1.2. You are not acquiring the goods for a business purpose.
2. Acceptance of Orders
2.1. We, SFP (2017) Ltd, will only supply you, the customer, with goods on these terms unless we have agreed in writing to different terms.
3. Price
3.1. The price of the goods:
3.1.1. Will be our current prices at the date of delivery unless we have quoted a firm price;
3.1.2. Always exclude GST, unless otherwise stated, and the amount of such tax shall be added to the price of the goods; and
3.1.3. Does not include the cost of delivering the goods to you.
3.1.4. May be increased if we incur higher freight, insurance, import charges or higher foreign exchange costs after the order is placed, or if we incur extra costs because you did not provide us with information or licenses by the time we required.
3.2. When we have quoted a firm price and no period of effectiveness is given, then the price will only apply for 90 days from the date of the quote.
4. Payment
4.1. You must pay us the price by the 20th of the month following the date of our invoice, unless otherwise agreed. If you do not, we will be entitled to:
4.1.1. Defer supplying you with any more goods;
4.1.2. Charge you penalty interest on the amount owing to us at the rate stated in our statement and/or invoice from the time the payment was due;
4.1.3. Treat the contract as having been cancelled by you;
4.2. You agree to indemnify us for all costs and expenses (including costs and expenses) we may incur as a consequence of your failure to pay the purchase price in accordance with this clause 4.0.
4.3. If we reasonably believe that you will not pay any monies to us for any reason, then we may demand from you;
4.3.1. Payment in full of any monies owing to us;
4.3.2. That you provide us with adequate collateral to secure the payment of all monies owing to us before we commence, or continue to manufacture and/or deliver goods to you.
4.4. We may in our discretion apply any payments we receive from you towards any indebtedness you may have with us. We are bound by any conditions or qualifications that you may make in relation to any payments made to us.
5. Title and Risk
5.1. Goods are at your risk as soon as they have been delivered to you. For the purposes of this clause 5.0 and clause 6.0 delivery shall be deemed to have taken place once;
(a) when we have accepted your order; and
(b) the goods are on our premises; and
(c) the goods are set aside for sending to you; and
(d) Either transit arrangements have been made for the goods, or the goods are ready for collection.
5.2. We remain the owners of the goods we supply you until you have paid in full all amounts that you owe to us for all the goods we have supplied to you:
5.3. While we are the owners of the goods:
5.3.1. You will always keep the good clearly identified as our property;
5.3.2. We will still own the goods even if you repackage them;
5.3.3. If you mix the goods with other material, we will own the mixture that equals the proportion that the cost of our goods bears to the total cost of the materials comprising the mixture;
5.3.4. You may sell the goods only if you keep enough of the sales proceeds to pay us for the goods in a separate bank account in trust for us;
5.3.5. You license us to enter any of your premises during normal business hours to repossess the goods while you owe us money. You cannot revoke this license.
5.3.6. The fact that we own the goods will not affect our right to sue you for the price if you do not pay us on time. We have no obligation to accept returned goods instead of being paid for them. We have no obligation to do anything to limit any loss we might suffer if you do not pay us on time.
6. Delivery
We will, at your cost, freight the goods to you by whatever method and route we consider to be the most expedient. The cost of the freight will be shown separately on our invoice. Where you require us to freight the goods to you urgently, we reserve the right to charge you for any additional freighting expenses incurred.
6.1. If you have specified a delivery date, we will try and deliver the goods by that date, however:
6.1.1. We will be entitled to deliver the goods to you after the agreed delivery date or cancel the contract without being liable to you in respect of causes outside our control;
6.1.2. We may deliver the goods to you by instalments in any quantities and each delivery will be a separate contract independent from the other deliveries.
6.2. If you do not specify a reasonable time for delivery of the goods, and we have not accepted any such time specified for delivery, we will not be liable to you for late delivery of the goods in any circumstances.
6.3. You may not refuse to accept delivery of goods where we have agreed in writing.
7. Exclusions and Limitations to our Liability
7.1. Subject to clause 1 of the Conditions, where we are permitted by law, we exclude or contract out of all warranties other than those expressly stated in these terms and conditions.
7.2. We will not be bound any representations that we make unless they are writing.
7.3. We give all technical advice or assistance entirely at your risk.
7.4. We warrant only that the goods comply with our specifications where we are the manufacturer or that they comply with the manufacturer’s specifications where we are not the manufacturer.
7.5. All descriptions of the goods are to only enable their identification and does not mean that the sale of the goods is a sale by description.
7.6. We will not be liable to you for any direct, indirect or consequential loss in respect of the goods, or for any delay or failure to supply the goods except where it is due to our gross negligence or wilful default. However our liability to you in that instance is limited to the amount that we may receive from the manufacturer if we are not the manufacturer or to the sale price of the goods where we are the manufacturer.
7.7. We will not be liable to you for any direct, indirect or consequential loss in respect of the goods as a consequence of improper installation, maintenance, accident, neglect, misuse or operation of the goods beyond their rated company.
8. Claims
8.1. We will at our own option replace or give a credit to you for any goods which contain a manufacturing defect if:
8.1.1. You advise us of your claim within 30 days of such a defect becoming apparent in the goods, quoting the despatch number and/or invoice number where appropriate.
8.1.2. Your claim identifies the manufacturing defect, and the nature of your claim.
8.1.3. You obtain our consent to the return of the goods, prior to returning the goods to us. 8.1.4. The goods are returned to us in the same condition they were received by you.
8.1.5. You will pay for the cost of returning the goods.
8.1.6. You will pay our handling fee.
8.2. If you dispute any item or amount contained in any invoice, you must advise us or such a claim within 30 days after receipt of that invoice. If you fail to give us such notice you will be deemed to have accepted the contents of the respective invoice.
9. Indemnity
9.1. Where you acquire the goods for the purpose of resupplying them to a customer other than yourself, then it is agreed that you will contract out of the application of the Consumer Act Guarantees Act 1993 within the contract for the resupply of the goods, where you are reselling the goods to a business.
9.2. If you fail to contract out of the Consumer Guarantees Act 1993 in accordance with clause 9.1 above then you will indemnify us for any damage or expenses that we may incur as a result of any claim being brought against us by a customer who purchases the goods from you, which would have been otherwise barred has you contracted out of the Consumer Guarantees Act 1993
9.3. You will indemnify us for any liability that we may incur which arises as a consequence of representations made by you about any of the goods which are made otherwise than in accordance with our express specification and warranties which accompany the product.
9.4. You will indemnify us for any liability that we may incur which arises as a consequence of any claim by your customers, servants, agents, or any other person in respect of any loss, damage or injury incurred as a consequence of any defect in the goods.
10. Return of Goods
10.1. We will only be liable to you for shortfalls, losses, damage or failure to meet specifications where you have notified us of those matters within 7 days of taking delivery.
10.2. Goods which do meet your order may not be returned to us unless: 10.2.1. We have agreed in writing that they may be returned 10.2.2. You have not had the goods for more than 7 days
10.2.3. You will pay for the cost of returning the goods
10.2.4. You will pay our handling fee
10.2.5. The goods are still of a fit and merchantable quality, and the goods and the packaging are not soiled or damaged.
11. Quotes
11.1. Where these terms and conditions form part of a written quote, the quote shall only remain valid for 30 days from the date of the making of the quote; and may be withdrawn by us at any time prior to the quote being accepted by you.
11.2. You must give us notice in writing of your acceptance of any quote we may give you.
12. Goods for Sale Only in New Zealand
12.1. You may only sell or use the goods in New Zealand and must not allow them to be exported without our prior written agreement.
13. Intellectual Property
13.1. All our trademarks or other intellectual property rights in respect of the goods remain our property and you may not use, remove, interfere with or alter them in any way.
13.2. We make no representation that the goods will not infringe the intellectual property rights of any other person and will not be liable for any costs that you may incur as a result. You will notify us immediately if you receive a claim from a person alleging that it is the owner of any intellectual property rights relating to the goods and if we consider ourselves to be affected, we shall be entitled to completely control the defence or settlement of the claim.
13.3. You will indemnify us against all damages, losses and liabilities we may incur as a consequence of any work which we shall undertake in accordance with your instructions of your customer which infringe, or allegedly infringe any third parties intellectual rights.
14. Assignment
14.1. You may not assign your rights to delegate your performance under this agreement without our consent in writing.
15. Proper Law
15.1. These conditions shall be interpreted and governed by the law of New Zealand.
16. Arbitration
16.1. We may refer any disputes between us to an arbitrator who shall be a person appointed by the President of the New Zealand Chamber of Commerce.
17. Waiver
17.1. In the event that either of us fail to perform an obligation under these Conditions of Sale and Service, and the non-defaulting party does not elect to enforce that obligation, then the non-defaulting party’s inaction shall not prevent that party from enforcing that obligation at a later date, and does not constitute a waiver of any of the terms and conditions contained in these Conditions by the non-defaulting party.
