Orders are accepted solely in accordance with these terms unless otherwise expressly stated in writing by the Company.
Definitions: In this Agreement, unless the context requires otherwise:
“Company” means Phoenix Distribution NZ Limited, a duly incorporated company having its registered office at Auckland, and its successors or assigns;
“Company’s Premises” means the place of business of the company from which the goods are despatched to the Customer; “Customer” means any person or body of persons, firm, company, or other entity buying goods from the Company and their executors, administrator or successors;
“Goods” means any product, equipment, part or item whether complete or incomplete which the company is in the business of supplying; “Price” means the price for the goods excluding carriage, packing, insurance and Goods and Services Tax;
“Order” means an oral or written request for goods to the Company from the customer or any agent, officer, servant or employee of the Customer.
An order is accepted when communicated to the Customer or any agent, officer, servant or employee of the Customer, either orally or in writing. If acceptance has not been communicated to the Customer as aforesaid, acceptance shall be deemed to have been made upon the Company notifying the Customer that the goods are available for collection.
Once an order has been accepted, no cancellation, addition, reduction, amendment or variation of any kind may be made without the consent of the Company.
5.1 Unless otherwise expressly stated the price to be paid for all goods supplied is the price current at the date of delivery, notwithstanding any price stated in the order.
5.2 The Company reserves the right to amend any price at any time with or without notice.
5.3 All transactions are billed in New Zealand Dollar (NZD).
6.1 The date of delivery shall be the date upon which the goods are available for collection or despatch from the Company’s premises.
6.2 Unless agreed to by the Company in writing the point of delivery for the goods shall be the Company’s premises.
6.3 In the event that the Company is requested to arrange delivery or in the absence of any specific instructions from the Customer does arrange delivery to a point shall do so on behalf of the customer only and shall not be liable in any way whatsoever to the Customer in respect of such delivery. All costs and charges of and incidental to the carriage of goods shall be borne by the Customer.
6.4 The Customer shall be solely responsible for all costs and charges of storage, detention and similar contingencies which may arise out of delays caused by non-availability of transports services.
6.5 At the option of the Company goods may be delivered in instalments and each delivery so made shall be due for payment on the Company’s usual terms. Delivery of an order by instalments shall in each case be an approved variation of the contract and shall not give to the Customer and right to cancel the balance of the order.
6.6 If goods ordered are ready for delivery and the Customer does not take delivery within 7 days of being requested by the Company to do so the Company at its options may cancel the contract or may invoice the goods whereupon the customer shall be liable to pay for such goods.
6.7 Goods stored by the Company for a period of more than 7 days after notification to the Customer shall be subject to storage charge at such rate as the Company shall in it absolute discretion decide.
7.1 Goods shall be at the Customer’s risk in all respects as from and including the date of delivery.
7.2 Property in and title to the goods shall remain with the Company until the price and all other monies owing by the Customer to the Company in respect of those goods shall have been paid, notwithstanding that the goods may have been sooner given into the Customer’s possession. Until such payment is made in full:
7.2.1 The Customer shall hold the goods of the Company as its trustee and agent (but without holding itself as such);
7.2.2 The Customer shall have no power to charge, encumber, transfer, or assign the goods to any person;
7.2.3 The Company shall have the right to immediately retake possession of the goods and for such purpose is authorised by the Customer without notice to enter into any premises where the goods are held or are reasonably believed to be held and without being liable for any damage thereby caused. Such repossession shall not amount to a cancellation of the contract;
7.2.4 If the Company so directs and the Customer is not longer in possession of the goods the Customer shall do things within the Customer’s power to cause the return of the goods to the Company’s premises;
7.3 If any of the goods are sold or otherwise disposed of by the Customer before property and title passes in accordance with the terms of sale then the Customer shall hold the proceeds of such sale or disposition separately UPON TRUST for the Company and shall be accountable for such proceeds to the Company
7.4 Where the Customer pays money to the Company without reference to any specific invoices or goods, the Company shall have the right to allocate monies received tot the whole or any part of invoices and/or goods at it discretion.
8.1 The Customer grants to the Customer a security interest in the goods and the proceeds of the goods and the customer acknowledges that this contract creates a purchase money security interest in the goods and the proceeds of the goods. The customer will, if the Company requests, sign any documents (including any new contracts), provide all necessary information and do anything else required by the Company to ensure that the Company’s purchase money security interest is a perfected security interest.
The customer will not enter into any security agreement that permits any other person to register any security interest in respect of the goods or the proceeds.