Conditions of Sales and Payment

Conditions of Sales and Payment – by Tunnelhouse Tech Limited as at 1 July 2016

  1. Applicability. These conditions apply to all “Business customer” sales, that is contracts by which any customer (referred to as “Buyers”) acquires Tunnelhouse Tech Limited (referred to as “THT”) goods (including any related services), for the purpose of a business.
    • These conditions override and are substitution for any conditions stipulated or referred to in writing or orally by Buyer. Nobody claiming to act on THT’s behalf is authorised to waive or change these conditions orally. Waivers or changes are effective only if made in witting and signed on THT’s behalf.
  2. Prices. Stated or quoted prices are Exclusive of GST based on current costs, exchange and duty rates. Therefore THT reserves the right to alter price should any of these factors change after an order is placed.
  3. Payment. Terms of payment are that full payment will be made within 7 days following the invoice date, with due allowance for bank clearance of funds.
    • If default is made in payment by the due date, THT may (in addition to its other rights) charge simple interest of 5% per month plus any reasonable costs of collection and or late payment fees (plus GST thereon) from the date payment became due until THT receives full payment, as well after judgement as before. If any payment terms are entered into other than in 3, these terms must be made in written format only and must be signed by the director of THT.
  4. Delivery Dates. Although THT will endeavour to meet any stated date, it is not liable for and Buyer is not entitled to cancel its order for non-delivery or late delivery, howsoever caused, or for failure to deliver by any specific method or by any particular vehicle, vessel or craft. Unless otherwise stated in writing delivery to a carrier constitutes delivery to Buyer.
  5. Retention of Title. Notwithstanding any period of credit, ownership of goods remain with THT and will not pass to Buyer until all goods supplied to Buyer have been paid for in full until that time buyer agrees that:
    • Buyer holds the goods as bailee for and is in a fiduciary relationship with THT. Buyer must store goods so that they can be readily identified as belonging to THT.
    • Buyer is authorised by THT to dispose of goods in the ordinary course of its business, but only as THT’s agent. However Buyer must not represent to any third party that it is in any way acting for THT, and THT is not bound by any contract between buyer and any third party. If Buyer has not paid in full for the goods by the due payment date, THT or its agent(s) may (in addition to its other rights) enter Buyers premises (or other premises to which Buyer has access and where any of the goods subject of the contract are stored) during normal business hours, without notice, and search for and recover it’s goods, and may resell any of them, without incurring any liability to Buyer or any person claming through Buyer. Buyer may not revoke the permission granted in this sub-clause. Buyer will give THT at least 7 days notice before applying to the Court for the appointment of provisional liquidator, and is not entitled to remain in possession of THT’s goods from the date of such notice. THT shall be entitled register security over the goods under the personal Properties Act
  6. Risk. Notwithstanding the provisions in clause 5, the risk in the goods will pass to Buyer on delivery.
  7. Insurance. Insurance is Buyers care unless otherwise arranged with THT in writing before despatch of goods.
  8. Claims. Where Buyer acquires THT’s goods for business purposes the following provisions apply;
    • If there is any defect or irregularity in goods supplied, THT’s liability to Buyer is limited to refunding the purchase price or (at THT’s option) replacing those goods. (However no such remedy will be given unless Buyer has complied with clause 9 below)
    • All other conditions and warranties about the goods, weather express or implied (by statute or otherwise) are excluded, in relation to sales to business customers. In particular (but without limiting the generality of the above) THT does not warrant that goods are fit for any particular use or purpose.
    • Any claim or dispute must be delivered to THT in writing within 7 days of the goods being received, and must in any event be received before the goods have been processed or altered in anyway. No claim may be made or dispute raised against THT outside of these limits.
    • In no case will THT be liable for any loss/damages, whether direct or special or consequential, however arising, whether or not THT had knowledge that such damages might be incurred, including but not limited to loss of income, profit, interest, opportunity or loss of market, incurred by Buyer or by any third party.
  9. Goods Returned for Credit. THT is not obliged to accept the return of any goods for credit. Requests for goods to be returned for credit will be considered only if received in writing within 7 days of the delivery of the goods and quoting the invoice number, and if the goods are in the same condition as despatched, THT may grant or refuse any such requests at its discretion.
  10. Buyer’s Undertaking in Relating to Consumer Guarantees Act 1993. Buyer undertakes in relation to goods it acquires from THT:
    • Not to give any express written guarantees on behalf of the manufacturer, or NZ importer, or distributor, of the goods, or on behalf of THT, except with THT’s express written approval.
    • That it will not use THT’s goods for any purpose for which they are not suitable, and that it will (wherever appropriate) correctly advise its customers as to the purposes to which THT’s goods should or should not be put.
    • That any literature that it may supply and which relates to THT’s goods will comply with the Consumer Guarantees Act 1993.
    • To immediately notify THT in writing of any claim Buyer may receive pursuant to the Consumer Guarantees Act 1993, giving details of the THT goods concerned, and the claimant’s contact information.
    • To effectively and writing contract out of the Consumer Guarantees Act 1993 whenever it agrees to supply THT goods to Buyers own customer, for the purpose of that customer’s business.
  11. Buyer’s Indemnity to THT. Buyers agrees immediately on demand to indemnify THT against any liability (including to claims, costs and expense defending claims) which would not have arisen had Buyer complied with the undertakings set out in clause 10 above.
  12. Termination. THT may (in addition to its other rights) terminate the contract if Buyer: fails to comply with any of these conditions or other terms of agreement with THT, or commits an act of bankruptcy, or (being a company) has a receiver appointed or goes into liquidation, or compounds or arranges with it’s creditors, or if THT has reasonable grounds to believe that it’s goods have been or will be destroyed, damaged, endangered or removed from Buyers normal place of business (except in the ordinary course of trade). Upon termination, Buyer agrees that THT or it’s agent may enter Buyer’s premises (or other premises to which Buyer has access and where any of the goods subject of the contract are stored) during normal business hours, without notice, and search for and recover its goods, and may resell any of them, without incurring any liability to Buyer or any person claiming through Buyer.  Buyer may not revoke the permission granted in this clause.
  13. General. Nothing contained in these conditions shall be deemed to exclude or restrict any right or remedies the Buyer may have under the Fair Trading Act 1986. If any provision in these conditions is illegal, invalid or unenforceable, the validity and enforceability of the remaining provisions will not be affected.
  14. Exclusion of Consumer Guarantees Act 1993. Where Buyer acquires THT’s goods/services for business purposes, the Consumer Guarantees Act will not apply.
  15. Accommodation. Accommodation and meals must be acceptable to THT if client provides these.
  16. Inclement Weather. Where inclement weather creates safety issues to the work being carried out, (rain, windy etc) and there is no other work to carry on with, the client can be charged @ $45.00 per hour of a maximum of eight (8) hours per man. Where this may happen, the day can’t be more than eight (8) hours i.e. If work has been carried out for 6 hours before rain arrives, the extra two (2) hours to make up eight (8) hours can be charged @ $45.00 per hour with a maximum of Forty (40) hours per week.
  17. Payment within 7 days of Invoice. All quoted jobs require full payable as per conditions of sale and contract.
  18. Charge up Job Payment. A charge up job payment may be invoiced at any stage throughout the job, and therefore payments become per conditions of sale.
  19. Acceptance Required. No job/work will be confirmed until all contract materials have been accepted by the client (accept quote online) or have been signed and returned.
  20. Signing Conditions of Sales and Payment. The signee that is signing on behalf of a Limited company, Trust, Community group, Sole trader, Organisation or person that has requested THT to quote services or materials, the signee will be held responsible to pay the full invoice amount in 7 days. If court action is entered into due to overdue account, any/all cost incurred by THT for retrieving monies will be payable by the named signatory on this form.