Event Sponsors:

New Zealand Cup and Show Christchurch City Council Deutz Champagne Hotel Grand Chancellor Christchurch Ali McD Models More FM Avenues Magazine Blue Star Taxis Pure Fiji Fiji Water La Boutique Hair Front Row Diary Culture Club TKO Advertising and Design FOX Websites

Terms and Conditions of Trade

Style Christchurch (“the Company”)

Terms and Conditions

1. These terms and conditions (“Terms and Conditions”) shall apply to the provision of all goods and services by the Company to the Buyer and are the Terms and Conditions referred to on the Company’s form of Specification and Quotation, Invoice, Packing Slips, Purchase Orders and Application for Trade Credit.  The Company reserves the right to amend the Terms and Conditions at any time without notice to the Buyer.
 

Prices and Variation

2. Any quotation is based on cost of labour, materials and equipment, variable and fixed expenses and where appropriate rates of currency exchange operating at the date of quotation (and excludes the cost of delivery, if applicable). Any increase in the cost to the Company which may occur between the date of quotation and the date that the goods are ready for collection by the Buyer or the date that the services are completed by the
Company (as the case may be) shall be payable by the Buyer and any such increase shall include a pro rata increase in the Company’s profit margin.
3. Any variation in the services supplied and/or the quantity of goods supplied to the Buyer after the date of the quotation shall be at the Buyer’s
expense. The goods and/or services shall be priced at either the price applicable to the original quantity under the quotation or such other price as the Company may determine in its absolute discretion.
4. All quotations for repair work are an estimate only. Due to the nature of repair work the Company reserves the right to discuss additional charges with the Buyer should the need arise.
5. Unless otherwise agreed by the Company in writing, the Buyer must collect the goods from the Company within 10 days of being notified by the Company that the goods are ready to be collected. If the Buyer does not collect the goods within this period of time, storage charges may apply (as
the Company may determine in its absolute discretion) and the Buyer shall pay such charges to the Company immediately upon demand.

Terms of Payment

6. In relation to the goods requiring installation the price or prices will normally include the cost of installation unless otherwise stated.  
7. The price for the goods and/or services shall be paid by the Buyer to the Company as follows:
7.1. the Buyer shall pay fifty percent of the price as recorded in the quotation (or if no quotation has been provided then such amount as the Company shall determine) as a deposit immediately upon acceptance of the quotation or entry into a separate agreement;
7.3. the Buyer shall pay the balance of the price as recorded in the quotation (or if no quotation has been provided then such amount as the Company shall determine) on the date that the goods are collected by the Buyer or the date that the services are completed by the Company (as the case may be) unless the Buyer has applied and, at the Company’s absolute discretion, been accepted for credit by the Company in which case payment shall be made by the 20th day of the month following collection of the goods by the Buyer or the date that the services are
completed by the Company (as the case may be).
8. The Company reserves the right to charge interest on overdue accounts at the Company’s bank unsecured commercial overdraft rate plus 2% for the time being calculated on a daily basis. Unless otherwise stated the amount payable shall be that shown on the Company’s invoice without any deduction whatsoever.
9. Receipt by the Company of any cheque or other payment method shall not be deemed to be payment until the same has been honoured or cleared and until such time shall not prejudice or affect the Company’s rights, powers or remedies against the Buyer and/or the goods.

Return of Goods for Credit

10. No goods will be accepted for return and credit without the prior written authority of the Company and then only on such terms and conditions as the Company may agree.
11. All goods accepted by the Company for credit must be delivered at the Buyer’s expense in original condition and packaging and are subject to the Company’s inspection upon receipt.
12. Credit will not be given for damaged or used goods or for freight or restocking charges (if applicable).

Warranty

13. The Company agrees that goods comprising new machinery and equipment of its own design and manufacturer are warranted free of defective workmanship and/or materials for a period of one year from the date of delivery but such warranty does not cover depreciation due to normal wear, tear or faults due to misuse or accident.  
14. Goods comprising new machinery and equipment supplied but not manufactured by the Company are sold with the same warranties (if any) as are given by the manufacturer provided those warranties are capable of being assigned to the Buyer. No warranty express or implied is given in respect of any goods comprising second-hand plant, machinery or equipment supplied by the Company or its agents.
15. All warranties expressed or implied are strictly conditional upon full payment having been received unless the Company has agreed credit terms pursuant to clause 7 above.
16. The Company’s obligations under this warranty extend only to the repair or replacement of defective goods and under no circumstances whatsoever is it to be liable for any loss, damage or wastage or other consequential loss occasioned through any defect in the goods or provision of services.
17. The Company shall provide its services in a proper and businesslike manner.

Claims

18. If the Buyer has any claim in respect of faulty installation, ineffective operation of the goods, sub-standard repair or short supply of any parts of the goods the claim must be made to the Company in writing within 7 days of date of delivery or completion service. The fact that no such claim has been made shall be conclusive evidence in any proceedings between the Company and the Buyer that the goods at the time of delivery and/or installation were in good working order and condition.
19. In any event the maximum amount of any claim in relation to the provision of goods and services by the Company shall be limited to the price invoiced to the Buyer in respect of such goods and services.

Title and Risk

20. The risk in the goods supplied to the Buyer pursuant to the Terms and Conditions shall pass to the Buyer when the goods leave the Company’s premises but ownership in them shall not pass to the Buyer, until all money the Buyer owes to the Company has been paid in full.
21. If any part of the goods shall become incorporated into any other machinery, plant or equipment so as to lose its separate identity then the title of that proportion of the machinery so integrated equal in value to the price owed to the Company shall be reserved and vested in the Company until all money the Buyer owes to the Company has been paid in full.
22. Until the Company receives payment in full the Buyer shall hold or deal with the goods for and on behalf of the Company and in every respect as a fiduciary and agent.
23. If the goods or any part of them are sold by the Buyer prior to payment having been made to the Company then the proceeds of sale shall be held by the Buyer on trust for and on behalf of the Company in a separate account.
24. In the case of goods where title is reserved to the Company under this condition the Buyer hereby authorises the Company to approach the Buyer’s existing or subsequent chargeholder(s) where appropriate to obtain the acknowledgement of the chargeholder of the Company’s Security Interest in
the goods to the Company and confirmation that the Company shall have priority with regard to any goods in which title is reserved to the Company under this condition.
25. In the case of goods submitted by the Buyer for repair or alteration by the Company, the Buyer acknowledges that the risk in the goods shall at all times remain with the Buyer.  The Buyer acknowledges that the Company shall not be required to insure the goods while they are on the Company’s premises.

Personal Property Securities Act 1999 (“PPSA”) (Capitalised expressions have the meaning prescribed to them in the PPSA)  

26. The Buyer acknowledges the Company’s Security Interest in all goods (“Collateral”) supplied to the Buyer but not paid for under these Terms and Conditions.  
27. The Company reserves the right at its discretion to register a Financing Statement in respect of each category or goods supplied to the Buyer which comprises collateral.  The Company’s costs of registering a Financing Statement or a Financing Change Statement shall be paid by the Buyer and where applicable, debited by the Company against the Buyer’s account with the Company.  On the request by the Company the Buyer shall promptly execute any documents and do anything else required by the Company to ensure that the Company’s Security Interest in the collateral created by these Terms and Conditions  constitutes a Perfected Security Interest over the goods comprising collateral.
28. The Buyer shall not agree to allow any person to file a Financing Statement over the collateral without the prior consent of the Company and shall notify the Company immediately if it becomes aware of any person taking steps to file a Financing Statement against any of the collateral.   
29. The Buyer and Guarantor (if any):
29.1. Agree(s) that nothing in s114(1)(a), 133, and 134 of the PPSA will apply to these Terms and Conditions; and
29.2. Waive(s) the Buyer’s right to do any of the following:
29.2.1. object to the Company’s proposal to retain any Personal Property under s121 of the PPSA;
29.2.2. not have goods damaged when the Company removes an Accession under s125 of the PPSA;
29.2.3. receive notice of the removal of an Accession under s129 of the PPSA;
29.2.4. apply to the Court for an order concerning the removal of an Accession under s131 of the PPSA;
29.2.5. to receive a copy of the Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relating to the Security Interest created by these Terms and Conditions.

Intellectual Property

30. Where the Company has proprietary rights in patent, copyright, designs, engineering details, brand name, designmark, servicemark, trademark and other data pertaining to products provided to the buyer it will retains all such rights. By selling such products to the buyer, the Company grants to the buyer the right for use for the purposes it was intended in any trade or business, or to sell, but for no other purpose.

Delivery

31. If the Company and the Buyer agree in writing that the Company will deliver the goods to the Buyer, the Company will make every effort to complete delivery on the date agreed but the Company shall not be liable for late delivery or consequential damages of any kind arising out of late delivery nor will the Company accept cancellation of any order because of late delivery.

Default

32. In the event that the Buyer fails to make payment on any invoice when due or becomes insolvent, commits an act of bankruptcy, is adjudicated bankrupt or makes any composition or arrangement with creditors or being a Company goes into liquidation whether compulsory or voluntary other than for the purpose of and followed by amalgamation or reconstruction, or has a receiver appointed of any part of its business or assets then the
Company reserves the right:-
32.1. to treat all sums due or to become due from the Buyer whatsoever as immediately due and payable;
32.2. to cancel or suspend delivery of goods and materials and the provision of services;
32.3. by its agents to enter onto the Buyer’s premises (without the necessity of giving notice) where the goods may be installed or stored and to search for and remove and take possession of the goods without being in any way liable to the Buyer or anyone claiming under it for so doing;
32.4. to withhold the further supply of goods and services on credit.
33. In the event of default under  these Terms and Conditions the Buyer shall at the Company’s request:-
33.1. re-deliver the goods to the Company or do anything reasonably necessary to allow the Company to retake possession of them; and
33.2. instruct any third parties who owe money in respect of goods to pay that money direct to the Company; and  
33.3. make any records available which may assist the Company to take the proceeds of the goods.
34. The Buyer will be liable for and indemnifies the Company for all expenses (including solicitor-own client legal costs) and losses incurred or suffered by the Company as a result of any default under these terms and conditions or from any other cause.

Terms and Conditions Sole Evidence of Contract

35. The Specification and Quotation, Invoice, Packing Slip, Purchase Order, Application for Trade Credit (as the case may be) and these Terms and Conditions shall constitute the sole evidence of the contract between the Company and the Buyer (unless the Company and the Buyer have entered into a separate supply agreement) to the exclusion of all conditions and warranties statutory or otherwise not expressly incorporated herein and it is
strictly understood that the Buyer enters into these Terms and Conditions solely and exclusively in reliance upon its own judgment and not upon any representation, condition or warranty made or alleged to be made by the Company or its agent.

Arbitration

36. Any dispute whatsoever arising under this Agreement shall be referred to arbitration in accordance with the provisions of the Arbitration Act 1996 or any statutory modification or amendment thereof at the time being in force.  New Zealand law governs and New Zealand Courts have non-exclusive jurisdiction in relation to these Terms and Conditions.

Goods and Services Tax

37. Unless otherwise stated GST will be charged at the rate applicable on the price of the goods and services as at the date of the Company’s Invoice.

Force Majeure

38. The Company shall not be liable to the Buyer for damages directly or indirectly arising from any delay or failure in delivery of the goods and/or services or failure to perform any of the Terms and Conditions where such delay or failure is caused directly or indirectly by an act of God, frost, electrical failure, fire, armed conflict, labour dispute, civil commotion, Government intervention, or inability to obtain labour or materials, accidents, transportation delays, or any other cause beyond the Company’s reasonable control.

Information and Privacy Act

39. For the purposes of facilitating the administration of the Company’s business, the Buyer authorises the Company:-
39.1. to collect all information it may require about the Buyer from any third parties and authorises those third parties to release that information to the Company; and
39.2. to hold all information given by the Buyer or any third party to the Company; and
39.3. to use that information including giving the information to any other person to facilitate collection of debts from the Buyer.
40. The information will be collected, held and used on the condition that:-
40.1. it will be held securely at the Company’s originating office referred to on the Application for Trade Credit and/or the Company’s Invoice.  
40.2. it will be accessible to any of the Company’s employees and agents who need access to it for the administration of the Company’s business; and
40.3. the Buyer may request access to and correction of it at any time.

Consumer Guarantees Act 1993 (“CGA”)

41. Where the Company is supplying goods and services to the Buyer for business purposes within the meaning of the CGA, pursuant to section 43 of the CGA, the provisions of the CGA will not apply to these Terms and Conditions.
42. Where the Buyer supplies the goods on to a person acquiring them for business purposes it will be a term of the Buyer’s contract with the buyer of the goods that the CGA will not apply in respect of the goods.

Termination

43. The Company may terminate these Terms and Conditions on the giving of 7 days notice in writing to the Buyer but such termination shall be without prejudice to any existing rights and remedies that the Company may have against the Buyer.

Execution 

44. These Terms and Conditions may be executed by facsimile copies signed by the parties provided that after transmission the Buyer shall deliver the signed original Terms and Conditions to the Company. The Company shall on request deliver a copy of the signed Terms and Conditions to the Buyer.

General

45. The Company may assign any of its rights and obligations to any person.  The Buyer may not assign any of the Buyer’s rights and obligations to any person without the prior consent of the Company.

© Style Christchurch 2009 | All rights reserved Credits: TKO Design | FOX Web Solutions