In these conditions unless the context otherwise requires:
• Service supplier means J.Lang trading as AudioNZ
• Buyer means the person, or Service supplier buying the goods from the Service supplier.
• Products and/or services mean the products and/or services being purchased by the Buyer from the Service supplier.
• Contract means the contract between the Service supplier and the Buyer for the purchase of the goods.
• Date of the contract means where the contract arises from a quotation given by the Service supplier, i) the date of acceptance of the order by the Service supplier; or ii) Where the contract arises from a quotation given by the Service supplier, the date upon written notification of acceptance of the quotation is received by the Service supplier.
• Contract price means the price of goods as agreed between the Buyer and the Service supplier.
• Person includes a corporation, association, firm, Service supplier, partnership or individual. Quotation shall mean price on offer for a fixed term. Manager is the companies appointed decision maker.
• PPSA means the Personal Property Securities Act 1999.
The Buyer may request a Quotation from the Service supplier setting out the price and quantity of the Goods or Services to be supplied. If the Quotation is acceptable to the Buyer, the Buyer may place an order within an acceptable timeframe. Quotes and estimates incur a charge of $60 (+GST).
If any instruction is received by the Service supplier from the Buyer for the supply of products and/or services, it shall constitute acceptance of the terms and conditions contained herein. Upon acceptance of these terms and conditions by the Buyer, the terms and conditions are definitive and binding.
These terms and conditions and any subsequent terms and conditions issued by the Service supplier shall apply to all orders for the goods and the services made by the Buyer after the date and time at which these conditions are first delivered or sent by email or facsimile to, or otherwise brought to the notice of, any employee, staff member or representative of the Buyer. It shall be the Buyer’s responsibility to ensure that these conditions are promptly brought to the attention of the appropriate staff of the Buyer, and accordingly any order made by the Buyer after the date and time described above in this clause shall be deemed to be an acceptance of these conditions.
5.1. The Price shall be as indicated on invoices provided by the Service supplier to the Buyer in respect of products and/ or services supplied; or
5.2. The Price shall be the Price of the Service supplier’s current Price at the date of delivery of any goods.
5.3. Time for payment for the products and/or services shall be of the essence and will be stated on the invoice, quotation, tender documents, work authorisation form or any other work commencement forms. If no time is stated then payment shall be due on delivery of any goods.
5.4. The Buyer agrees that the cost Price shall be determined by the Service supplier, and shall take into consideration “one-off” costs such as design and production.
5.5. The Service supplier reserves the right to implement a surcharge for alterations to specifications of products after the order has been placed.
6.1. The method of payment will be made by cash, or by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between the Buyer and the Service supplier.
6.2. Subject to any provision to the contrary in the Contract, payment (being cash unless otherwise arranged in advance and confirmed in writing by J.Lang or his appointee) shall be received on or before the [insert day here – this is commonly between twenty and thirty days of the invoice date] of the month following the date of the Service supplier’s invoice to the Buyer, which shall be issued promptly on or after delivery of the goods.
6.3. Late payment shall incur interest at the rate of 10% per annum calculated on a daily basis. This shall be payable on any monies outstanding under the Contract from the date payment was due until the date payment is received by the Service supplier, but without prejudice to the Service supplier’s other rights or remedies in respect of the Buyer’s default in failing to make payment on the due date.
6.4. Without prejudice to any other remedies the Service supplier may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Service supplier may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. The Service supplier will not be liable to the Buyer for any loss or damage the Buyer suffers because the Service supplier exercised its rights under this clause.
6.5. In the event that:
a. any money payable to the Service supplier becomes overdue, or in the Service supplier’s opinion the Buyer will be unable to meet its payments as they fall due; or
b. the Buyer 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 Buyer or any asset of the Buyer; then without prejudice to the Service supplier’s other remedies at law
d. the Service supplier shall be entitled to cancel all or any part of any order of the Buyer that remains unperformed in addition to, and without prejudice to any other remedies; and all amounts owing to the Service supplier shall, whether or not due for payment, immediately become payable.
1.1. The Contract constitutes a security interest in the goods supplied by the Service supplier to the Buyer for the purposes of the PPSA as security for payment by the Buyer of all amounts due under the Contract, including any future amounts.
1.1. The Buyer agrees to promptly execute and deliver to the Service supplier all assignments, transfers and other agreements and documents and do anything else which the Service supplier may deem appropriate to perfect the Service supplier’s security interest over the Buyer, or obtain the priority required by the Service supplier or register (and renew registration) a financing statement for a security interest in favour of the Service supplier.
1.1. To the extent that Part 9 of the PPSA applies, the Buyer agrees that the provisions of sections 114(1)(a), 120, 122, 133 and 134 of the PPSA which are for the Buyer’s benefit, or place any obligations on the Service supplier in the Buyer’s favour, will not apply; and where the Service supplier has rights in addition to those in Part 9 of the PPSA, those rights will continue to apply.
1.1. To the extent that Part 9 of the PPSA applies, without limiting anything in the previous paragraph, the Buyer hereby waives its rights under sections 116, 120(2), 121, 125, 126, 127, 129 and 131 of the PPSA, and its rights to receive a copy of a verification statement under section 148 of the PPSA in respect of any financing statement or financing change statement registered by the Service supplier.
1.1. The Buyer agrees to treat the security interest in the goods as a continuing and subsisting security with priority over a registered general security interest and any unsecured creditors, regardless of whether the goods have become fixtures at any time before payment has been made for them.
These Terms of Trade will be interpreted in accordance with applicable government legislation, which will have exclusive legal jurisdiction over any dispute in relation to the products and/or services or these Terms of Trade.
The Service supplier will endeavour to resolve any dispute between the Buyer and itself without the need for Court proceedings. Any such attempt is without legal prejudice.
Ownership and title of the goods remains with The Service supplier until the purchased price and all other monies owing by the Buyer, under the contract or any other contract to The Service supplier, have been paid in full.
As per NZ Consumer Guarantees Act: Requirement to remedy
(1)
A supplier may comply with a requirement to remedy a failure of any goods to comply with a guarantee—
(a)
by—
(i)
repairing the goods (in any case where the failure does not relate to title); or
(ii)
curing any defect in title (in any case where the failure relates to title); or
(b)
by replacing the goods with goods of identical type; or
(c)
where the supplier cannot reasonably be expected to repair the goods, by providing a refund of any money paid or other consideration provided by the consumer in respect of the goods.
(2)
Where a consumer obtains goods to replace defective goods pursuant to subsection (1), the replacement goods shall, for the purposes of this Act, be deemed to be supplied by the supplier and the guarantees and obligations arising under this Act consequent upon a supply of goods to a consumer shall apply to the replacement goods.
(3)
A refund referred to in subsection (1)(c) means a refund in cash of the money paid or the value of any other consideration provided, or both, as the case may require.
Provisions relating to rejection of goods - Loss of right to reject goods
(1)
The right to reject goods conferred by this Act shall not apply if—
(a)
the right is not exercised within a reasonable time within the meaning of subsection (2); or
(b)
the goods have been disposed of by the consumer, or have been lost or destroyed while in the possession of a person other than the supplier or an agent of the supplier; or
(c)
the goods were damaged after delivery to the consumer for reasons not related to their state or condition at the time of supply; or
(d)
the goods have been attached to or incorporated in any real or personal property and they cannot be detached or isolated without damaging them.
(2)
In subsection (1)(a), the term reasonable time means a period from the time of supply of the goods in which it would be reasonable to expect the defect to become apparent having regard to—
(a)
the type of goods:
(b)
the use to which a consumer is likely to put them:
(c)
the length of time for which it is reasonable for them to be used:
(d)
the amount of use to which it is reasonable for them to be put before the defect becomes apparent.
(3)
This section applies notwithstanding section 170 of the Contract and Commercial Law Act 2017.
Compare: Consumer Products Warranties Act 1977 s 20(2), (3) (Saskatchewan)
Section 20(3): amended, on 1 September 2017, by section 347 of the Contract and Commercial Law Act 2017 (2017 No 5).
The Service supplier shall not be liable for any loss of any kind whatsoever suffered by the Buyer as a result of any breach of any of the Service supplier’s obligations under the contract, including any cancellation of the contract or any negligence on the part of the Service supplier, its servants, agents or contractors, nor shall the Service supplier be liable for any loss, damage or injury caused to the Buyer’s servants, agents, contractors, buyers, visitors, tenants, trespassers or other persons. The Buyer shall indemnify the Service supplier against any claim by any such person.
The Service supplier shall not be liable for any loss of data. It is the Customers obligation to keep backup copies of all data stored on the Customers Hardware devices.