1) The following definitions shall apply:
- “Buyer” shall mean the person whose order for the Goods is accepted by the Company
- “Goods” shall mean the Goods including any instalments of goods or parts of them which the Company is to supply in accordance with the Conditions
- “Company” shall mean “Pacific Disposables”
- “Condition” shall mean the standard terms and conditions set out in this document and includes any special terms and conditions agreed in writing between the Buyer and Company
2) The Company shall see and the Buyer shall purchase the Goods in accordance with any written order of the Buyer which is accepted by the Company subject to these Conditions which shall govern to the exclusion of any other terms and conditions subject to which any such order is made or purported to be made by the buyer.
3) Any conditions to or variations of these Conditions shall be ineffective unless in writing signed on behalf of the Company by an authorised officer.
4) The Contract may not be cancelled or varied except by agreement by the Company and on such terms as to increased prices or otherwise as the Company may stimulate.
5) Every quotation or tender is open for acceptance within 30 days from its date and is subject to confirmation by the Company upon receipt of acceptance.
6) Prices given in quotations and tenders are those subsisting at the date of the quotation or tender and the Company reserve the right to amend prices at any time before delivery to meet any increased costs of the company.
7) Prices quoted by the Company for Goods include the cost of delivery to the Buyer unless otherwise stated by the Company.
8) Unless expressly incorporated in the Contract and save as otherwise required by law:
- No statement specification illustration of either particular in regard to any of the Company’s products contained in any catalogue price list or other published matter or quotation or tender form part of the Contract.
- The Company makes ni representation or warranty in respect of performance figures or suitability or fitness of goods for any particular application or purpose or further manufacturer.
- The Company makes no representation or warranty that the Goods will be the same quality as a sample submitted although every effort will be made to comply with such quality.
9) Any despatch date and time quoted in the Contract for the delivery of the Goods is provisional only and the Company shall not be liable for failure to despatch the Goods on such date or within such time.
10) The Company cannot guarantee exact quantities or gauge in respect of the Goods and shall be deemed to have fulfilled their obligations under the Contract by delivery or manufacturer of the quality and gauge specified in the contract plus or minus 10%. The Buyer shall pay at the quoted rate for the actual quantity delivered.
11) The Company reserves the right to deliver and invoice part shipments of Goods against any order unless specific instructions to the contrary have been given in writing to the Company.
12) Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the buyer to treat the Contract as a whole as repudiated.
13) Unless otherwise agree the prices are strictly nett and payment is due in full within thirty days of the date of the invoice. If Payment in full is not made by the buyer within thirty days from the date of the invoice the Company shall be entitled to charge interest accruing on a daily basis and without deduction of tax on the sum outstanding from such date until the date of actual payment at a rate of 8% above the base rate of The Bank of New Zealand for the time being.
14) The risk of Goods shall pass to the buyer:
- a) In the risk of Goods to be delivered to the Company’s premises at the time when the Company notifies the Buyer that the Goods are available for collection; or
- b) In the case of the Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.
15) The property in the Goods shall not be deemed to pass until the Company has received payment in full, therefore. Until the Buyer has paid fo the Goods in full he shall store or mark the goods in such a manner that they are clearly identified as the property of the Company. If the goods shall be processed or mixed with or converted to any other goods thereby produced shall be the property of the Company until payment is made in full. The buyer may sell the goods or any other goods produced partly or in whole therefrom in the normal course of its business but shall hold a pursue claims for the proceeds of sale thereof until the Company has been paid in full.
16) If the company reasonably believes the buyer to be insolvent it may suspend deliveries until evidence is produced to the contrary or fresh terms of payment are agreed.
17) Liability for Goods damaged in transit will only be accepted by the Company where damage is reported in writing to the carrier and the Company within three days from the date of delivery or in the case of non-delivery within seven days from the date of invoice for the Goods.
18)If the Buyer fails to take delivery of the Goods or any part thereof they shall be stored at the Buyers expense and at the Buyer’s risk and without prejudice to any other rights of the Company under the Contract or otherwise.
19) The Company shall not be liable for any defect in the Goods except to the original purchaser and only when it has been established to the reasonable satisfaction of the Company that the Goods were defective at the date of despatch and the defect is notified to the Company within twenty-one days from the date of despatch after which the period the Buyer will be deemed to have accepted the Goods as being in good condition and free of any defect.
20) The Company may by notice in writing summarily determine the Contract if the Buyer becomes bankrupt or makes any composition or arrangement with his creditors or becomes subject to an administration order or being a company goes into liquidation or has a receiver appointed of its assets or undertaking or any part thereof.
21) LIABILITY FOR DEFECTIVE GOODS
Note: This clause is applicable to business customers only. The legal rights of customers purchasing as consumers where the Goods prove defective are laid down by general law. The Company’s liability in respect of the Goods under any conditions warranties or other terms whether expressed or implied by statute or otherwise shall be subject to the following:
- i) The company shall not be liable for the fitness of the Goods for their purpose of the failure of the Goods to comply with the manufacturer’s specification unless in either case a warranty is given in writing by the Company.
- ii) The Company shall replace any of the Goods which are shown to the Company’s reasonable satisfaction to be defective within three calendar months of delivery provided that the Company is given in writing soon as reasonably practical of any defect being discovered and it shall not be liable for the cost of removing or reworking such Goods.
- iii) The company’s liability shall, in any event, be limited to the Contract price and shall not in any circumstances except in respect of death or personal injury caused by the Company’s negligence extend to consequential loss or damage howsoever arising.
22) Neither the Company nor the Buyer shall be responsible for any delay loss damage or expense caused by matters beyond their reasonable control including but not limited to Acts of God, foreign hostilities, war, governmental action, strikes, lockouts, fire or accident.
23) This contract shall in all respects be governed and construed in accordance with New Zealand law and the Buyer hereby submits to the determination of all disputes hereunder by the Courts of New Zealand.