TERMS AND CONDITIONS OF TRADE
1) INTERPRETATION AND DEFINITIONS
a) Interpretation These conditions of sale are entered into on behalf of and are intended to bind and ensure to the benefit of the company and the company’s successors and assigns.
b) Definitions - In these conditions unless the context otherwise requires: “the Company means Shreeji Office Products NZ Ltd.; “the Buyer” means the person, firm or company buying the goods from the Company; “goods” means the products, being purchased by the Buyer from the Company; “the contract” means the contract between the Company and the Buyer for the purchase of the goods; “the date of the contract” means: where the contract arises from a quotation given by the Company, the date of acceptance of the order by the Company; or Where the contract arises from a quotation given by the Company, the date upon written notification of acceptance of the quotation is received by the Company; “the contract price” means the price of goods as agreed between the Buyer and the Company, subject to any’ variation in accordance with clauses 1-5; “person” includes a corporation, association, firm, company, partnership or individual. Quotation shall mean price on offer for a fixed term. Manager is the company appointed decision maker.
2) PRICE AND PRICE VARIATION
a) Prices quoted are including GST unless otherwise stated. Unless otherwise agreed in writing, the price of the goods will be the current price on the day of delivery of the goods. Prices do not include any delivery surcharges.
b) Shreeji Office Products NZ Ltd. shall be entitled to adjust any price quoted from time to time and the Customer agrees to pay any such adjusted price to take account of variations in the cost to Shreeji Office Products NZ Ltd. of carrying out the whole or any part of the contract arising from any of the following:
i) Delays in delivery or installation of the goods or any of them as a result of instructions or lack of instructions from the Customer, the Customer’s failure or inability to fulfil the obligations under the contract or any action or inaction by the Customer or other circumstances beyond Shreeji Office Products NZ Ltd.’s control;
ii) Variation in the cost of Shreeji Office Products NZ Ltd. acquiring the goods directly or indirectly, on account of changes in rates of freight and transport costs, insurance, customs duties, taxes, existing tariff classifications or any variation in currency exchange rates;
iii) Variations in the cost of rates of all statutory, government or local government or governmental authority charges and obligations; or
iv) Any correction of errors or omissions on the part of Shreeji Office Products NZ Ltd. or any of its representatives.
3) PAYMENT, LATE PAYMENT, DEFAULT OF PAYMENT AND CONSEQUENCES OF DEFAULT OF PAYMENT
a) 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 Seller
b) Subject to any provision to the contrary in the Contract, payment (being cash unless otherwise arranged in advance and confirmed in writing by the General Manager or his appointee) shall be received on or before the 20th day of the month following the date of Shreeji Office Products NZ Ltd. invoice to the Buyer which invoice shall be issued promptly on or after delivery of the goods
c) The Buyer shall not be entitled to withhold payment or to make any deductions from or setoff against the Contract Price without the prior or written consent of Shreeji Office Products NZ Ltd.. The Buyer waives the right to withhold payment pending the resolution of any dispute between the Buyer and Seller.
d) Late payment shall incur interest at the rate of 18% per annum calculated on a daily basis shall be payable on any monies outstanding under the Contract from the date payment was due until the date payment is received by the Shreeji Office Products NZ Ltd. but without prejudice to the Shreeji Office Products NZ Ltd. other rights or remedies in respect of the Buyer’s default in failing to make payment on the due date.
e) If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all the Seller’s costs and disbursements including on a solicitor and own client basis and in addition all of the costs of collection.
f) Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller exercised its rights under this clause.
g) If any account remains unpaid at the end of the second month after supply of the Goods or Services the following shall apply: An immediate amount of the greater of $50.00 or 10.00% of the amount overdue shall be levied for administration fees which sum shall become immediately due and payable.
h) In the event that:
i) any money payable to the Seller becomes overdue, or in the Seller’s opinion the Buyer will be unable to meet its payments as they fall due; or
ii) 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
iii) 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 Seller’s other remedies at law
iv) the Seller shall be entitled to cancel all or any part of any order of the Buyer which remains unperformed in addition to and without prejudice to any other remedies; and all amounts owing to the Seller shall, whether or not due for payment, immediately become payable
4) NEW ACCOUNT
a) Use of this account shall constitute acceptance of these terms and conditions.
b) The Customer shall not be liable for any indebtedness arising from the fraudulent use of the account provided that the Customer must on discovering the fraudulent use of the account immediately notify Shreeji Office Products NZ Ltd. of such fraudulent use. The burden of proving such use was fraudulent shall lie with the Customer.
c) The Customer shall endeavour to return all goods acquired by fraudulent use.
a) Shreeji Office Products NZ Ltd. shall deliver the goods to the address stated on the order or as agreed by Shreeji Office Products NZ Ltd. in writing.
b) Shreeji Office Products NZ Ltd. shall deliver the goods by such carrier and such form of transport Shreeji Office Products NZ Ltd. consider to be appropriate.
c) Where you specify the carrier and the means of carriage, Shreeji Office Products NZ Ltd. shall deliver the goods in the way specified, the cost of such carriage being an additional charge to the invoiced price of the goods.
d) Shreeji Office Products NZ Ltd. will not be responsible for any part delivery or delay in delivery of the goods as a result of events occurring beyond Shreeji Office Products NZ Ltd.’s control. Shreeji Office Products NZ Ltd. shall not be in any way responsible for any consequences (direct or indirect) arising from such delay or non-delivery.
e) The Customer agrees to inform Shreeji Office Products NZ Ltd. within 30 days of the date of invoice if proof of delivery is required. After this period, no liability will lie with Shreeji Office Products NZ Ltd. for proof of delivery.
6) PRIVACY ACT 1993
a) The Customer authorises Shreeji Office Products NZ Ltd. to collect, retain, and use personal information about the Customer (including the information collected in this document) for the following purposes only:
i) assessing the Customer’s creditworthiness.
ii) disclosing to a third party details of this application and any subsequent dealings it may have with Shreeji Office Products NZ Ltd. for the purpose of recovering amounts payable by the Customer and providing credit references.
iii) marketing goods and services provided by Shreeji Office Products NZ Ltd. to the Customer.
b) The Customer, if an individual, has a right of access to information about the Customer held by Shreeji Office Products NZ Ltd.. The Customer may request correction of that information and may require that the request be stored with that information. Shreeji Office Products NZ Ltd. may charge reasonable costs for providing access to that information.
7) INTELLECTUAL PROPERTY
a) Where Shreeji Office Products NZ Ltd. has followed a design or instruction furnished by or given by the Customer, the Customer shall indemnify Shreeji Office Products NZ Ltd. against all damages, penalties, costs and expenses of Shreeji Office Products NZ Ltd. or in respect of which Shreeji Office Products NZ Ltd. may become liable through any work required to be done in accordance with these instructions involving an infringement of a patent, trademark, registered design or common law right.
b) Should Shreeji Office Products NZ Ltd. be required to match any shade or colour, a light and dark tolerance shall be allowed to such an extent as shall be agreed by Shreeji Office Products NZ Ltd. and the Customer at the time the standard colour is specified and in the absence of any agreement a reasonable tolerance shall be allowed.
c) Where the Customer supplies a mould, die, tool, printing plate or any other item used in the manufacturing process the Customer shall reimburse Shreeji Office Products NZ Ltd. for all maintenance expenses. Shreeji Office Products NZ Ltd. shall not be liable for any loss or damage to moulds, dies, tools or materials supplied by the Customer to Shreeji Office Products NZ Ltd. for the purposes of fulfilling any contract.
d) Printing plates, stereos, film, artwork and all other equipment for specific use in the manufacture of the goods (other than those supplied by the Customer) remain the property of Shreeji Office Products NZ Ltd. unless the cost thereof (including all development and costs relating thereto) shall have been fully recovered by Shreeji Office Products NZ Ltd. from the Customer in the costing of the goods already paid for by the Customer.
e) All information prepared by Shreeji Office Products NZ Ltd. including, without limitation, customised pricing, proposals, electronic catalogues, details of improvements and cost reductions, is the intellectual property of Shreeji Office Products NZ Ltd. and cannot be copied, altered or distributed without Shreeji Office Products NZ Ltd.’s prior written consent. Shreeji Office Products NZ Ltd. will not be liable for any alterations made by you.
8) RETURN OF GOODS
a) Shreeji Office Products NZ Ltd. will not accept the return of goods for credit or any other purpose unless Shreeji Office Products NZ Ltd. agrees to accept the return of the goods and advise the Customer a return advice number prior to the return of goods. Return of goods will only be accepted for credit within 13 days of delivery, unless due to Shreeji Office Products NZ Ltd.’s error. Return freight will be at Shreeji Office Products NZ Ltd.’s cost only when there has been an error on Shreeji Office Products NZ Ltd.’s part.
b) No returned goods shall be accepted by Shreeji Office Products NZ Ltd. (even if Shreeji Office Products NZ Ltd. agree to do so) if they have been tampered with by you or any other person and are not as new, if they are goods expressly sold on a non-return basis, or if they are not accompanied by the return advice number referred to in clause 8.1. Where goods are returned to Shreeji Office Products NZ Ltd. but not accepted as above, they shall be returned to you at your expense.
c) Receipt by Shreeji Office Products NZ Ltd. or by any of our agents or representatives of any goods returned other than in accordance with clauses 8.1 and 8.2 shall not constitute nor be deemed to constitute Shreeji Office Products NZ Ltd.’s acceptance of the return of the goods for credit or any other purpose
d) Where Shreeji Office Products NZ Ltd. agrees to accept returned goods a re-stocking fee of the greater of $50 or 5% of the purchase price shall apply.
a) Risk in the goods shall pass to you at the time when our obligations under the contract are deemed under clause 5 to be completed.
10) PPSA SECURITY INTEREST
a) The Customer grants to Shreeji Office Products NZ Ltd. a Security Interest in the goods and their Proceeds to secure the obligation of the Customer to pay the purchase price of the goods and any other obligations of the Customer to Shreeji Office Products NZ Ltd. under this contract (together “the Indebtedness”) and, where the goods and/or Proceeds are not readily identifiable and/or traceable or their recoverable value is insufficient to pay the indebtedness, the security interest shall also extend to all the Customers present and after acquired office equipment, supplies and stationery, of which the goods form part, to the extent required to secure the Indebtedness.
b) As and when required by Shreeji Office Products NZ Ltd. the Customer shall, at its own expense, provide all reasonable assistance and relevant information to enable Shreeji Office Products NZ Ltd. to register a Financing Statement or Financing Change Statement and generally to obtain, maintain, register and enforce Shreeji Office Products NZ Ltd.’s Security Interest in respect of the goods supplied, in accordance with the Personal Property Securities Act 1999 (“PPSA”).
c) The Customer shall not change its name without first notifying Shreeji Office Products NZ Ltd. of the new name not less than 7 days before the change takes effect.
d) The Customer warrants that the goods are not purchased for use primarily for personal, domestic or household purposes.
e) Notwithstanding any reference to a particular invoice/order, where any sum remains outstanding by the Customer on more than one invoice/order, any payments received from the Customer shall be deemed to be made by the Customer and applied by Shreeji Office Products NZ Ltd. in respect of each unpaid invoice/order on a pro rata basis PROVIDED THAT where Shreeji Office Products NZ Ltd. applies payments in this manner it shall not charge interest on overdue balances that would have been cleared if the payments were not allocated pro rata.
f) Until the Customer has paid all money owing to Shreeji Office Products NZ Ltd. the Customer shall at all times ensure that:
i) the goods supplied by Shreeji Office Products NZ Ltd., while in the Customer’s possession, can be readily identified and distinguished; and/or
ii) all Proceeds (in whatever form) that the Customer receives from the sale of any of the goods are readily Identifiable and Traceable.
g) Where the goods are purchased by the Customer as stock in trade for sale or lease in the ordinary course of the Customer’s business, nothing in this clause shall prevent the Customer from selling or leasing and delivering the goods in the ordinary course of the Customer’s business. Otherwise, until the Customer has paid all money owing to Shreeji Office Products NZ Ltd., the Customer shall not sell or grant a Security Interest in the goods without Shreeji Office Products NZ Ltd.’s written consent.
h) The parties agree to contract-out of the PPSA in accordance with Section 107 of the PPSA to the extent that Section 107 applies for the benefit of, and does not impose a burden on, Shreeji Office Products NZ Ltd.. The Customer waives its right to receive a Verification Statement in respect of any Financing Statement or Financing Change Statement registered by or on behalf of Shreeji Office Products NZ Ltd. in respect of the Security Interest created by these terms and conditions of trade.
i) For the purpose of this clause words and phrases starting with a capital letter shall have the respective meanings given to them under, or in the context of, the PPSA.
11) GUARANTEES AND WARRANTY
a) Where the goods are of a kind ordinarily acquired for personal, domestic or household use or consumption in accordance with the Consumer Guarantees Act 1993 and the Consumer Guarantees Act 1993 applies to this contract:
i) if any of the goods fail to comply with any guarantee in the Consumer Guarantees Act, Shreeji Office Products NZ Ltd. will repair or replace those goods;
ii) without excluding Shreeji Office Products NZ Ltd.’s obligations under the Consumer Guarantees Act 1993, the Customer acknowledges that Shreeji Office Products NZ Ltd. does not provide any Express Guarantees (as defined in that Act) other than those expressly confirmed by Shreeji Office Products NZ Ltd. in writing;
iii) if the goods are acquired by the Customer for business purposes, the Customer agrees that the Consumer Guarantees Act 1993 does not apply;
iv) if the Customer supplies the goods in trade to a person acquiring them for business purposes, it must be a term of the Customer’s contract that the Consumer Guarantees Act 1993 does not apply in respect of the goods; and
v) if the Customer supplies the goods to any person, the Customer must not give or make any undertaking assertion or representation in relation to the goods without Shreeji Office Products NZ Ltd.’s prior approval in writing, and the Customer must give the person buying the goods such product information relating to the goods as Shreeji Office Products NZ Ltd. requires, and the Customer agrees to indemnify Shreeji Office Products NZ Ltd. against any liability or cost incurred by Shreeji Office Products NZ Ltd. under the Consumer Guarantees Act 1993 as a result of any breach by the Customer of these obligations.
vi) Shreeji Office Products NZ Ltd.’s may at its own discretion call upon the Manufacturer or supplier of the goods or service to become party to the warranty resolution and the Buyer will co-operate with the terms of this process
vii) Warranty Shreeji Office Products NZ Ltd. - Shreeji Office Products NZ Ltd. warrants that it will repair or make good any defects in the goods if written notice of the claim is received by the Company within (7) days the date the goods were installed or delivered. No claim shall be accepted under such warranty if any attempt to repair the defective goods is made by any person not authorised by Company, or if the defective goods have been modified or incorrectly stored, maintain or used, If the Company elects to repair or replace any defective goods, such work shall be undertaken at such place as the Company may reasonably specify and the Buyer shall be responsible at its cost and risk for shipment of the defective goods to the place specified. If the Company fails to perform its warranty obligations under this clause 11, liability for such failure shall be subject to the limitation contained in clause
b) The following terms apply wherever the Consumer Guarantees Act 1993 does not apply to this contract, or where the following terms are not inconsistent with the Consumer Guarantees Act 1993:
i) Defective goods or goods which do not comply with the contract may at Shreeji Office Products NZ Ltd.’s discretion be repaired or replaced, or the price refunded.
ii) Any right which the Customer may have to reject nonconforming or defective goods will only be effective if:
(1) the Customer notifies Shreeji Office Products NZ Ltd. in writing within fourteen days following delivery and Shreeji Office Products NZ Ltd. is given the opportunity to inspect the goods; and
(2) the goods are returned unused, re-saleable and/or in the condition the Customer received them.
c) Shreeji Office Products NZ Ltd. will not repair or replace, or refund the price of any goods for so long as the Customer is in default in relation to any amount owing.
d) Shreeji Office Products NZ Ltd. accepts no liability for any claim by the Customer or any other person, including without limitation any claim relating to or arising from:
i) Any conditions, warranties, descriptions, representations, conditions as to fitness or suitability for any purpose, tolerance to any conditions, merchantability or otherwise, whether express or implied by law, trade custom or otherwise; or
ii) Any representations, warranties, conditions or agreement made by any agent or representative which are not expressly confirmed by Shreeji Office Products NZ Ltd. in writing; or
iii) Any services forming part of the supply of the goods which have been performed by any third party; and the Customer agrees to indemnify Shreeji Office Products NZ Ltd. against any such claim.
e) In any event, Shreeji Office Products NZ Ltd.’s liability under any claim shall not exceed the price of the goods.
i) Nothing in these terms is intended to have the effect of contracting out of the provisions of the Consumer Guarantees Act 1993 except to the extent permitted by that Act, and these terms are to be modified to the extent necessary to give effect to that intention.
12) VARIATIONS TO TERMS AND CONDITIONS OF TRADE
a) Shreeji Office Products NZ Ltd. may from time to time and in its sole discretion amend, add to or delete any of the terms of these terms and conditions of trade with immediate effect by giving notice to the Customer PROVIDED THAT Shreeji Office Products NZ Ltd. shall not make any variation to the nature or extent of the Security Interest granted by the Customer in clause 10.1 without the written agreement of the Customer. Shreeji Office Products NZ Ltd. may notify the Customer by delivering to the Customer an invoice with a notice of amendment and receipt of the invoice by the Customer will be deemed to be acceptance by the Customer of the terms and conditions of trade.
13) GOVERNING LAW
a) These terms of trade are governed by the laws of New Zealand.
b) Shreeji Office Products NZ Ltd. and the Customer shall submit to the non-exclusive jurisdiction of the courts of New Zealand in respect of any dispute or proceeding arising out of these terms and conditions of
14) DISPUTE RESOLUTION
a) The Company will endeavour to resolve any dispute between the Buyer and itself without the need for Court proceedings. Any such attempt is without legal prejudice.
b) The Buyer agrees that any court proceedings taken against Shreeji Office Products NZ Ltd. shall be undertaken in the Court district nearest to the Company unless a mutually agreed upon alternative is chosen.