Engineering Terms and Conditions
   
 

Terms and Conditions

1 Definitions
  Unless the context otherwise requires, the following definitions shall apply to these terms and conditions:-
"Company" - Cannings Gear & Transmission Limited
"Buyer"- the purchaser of the goods from the Company shown on the front of this form.
"Default Rate" means the base lending rate charged by the Company's bank plus a margin of 5 per centum per annum.
"goods" means any goods supplied to the Buyer by the Company in the nature of components or other engineering products, whether made expressly to the customers
order or the Company’s standardised products, including (without limitation) gears, sprockets, transmission products, tools, punches, trolleys, cranes and winches.
"PPSA" means the Personal Property Securities Act 1999 and associated amendments and regulations.
   
2 Supply
2.1 The goods will be supplied to the Buyer on these terms and conditions unless the Company agrees in writing to change them.
2.2 The Company will not be bound by any conditions included in the Buyer's order unless it expressly accepts them in writing.
   
3 Price
3.1 The price for the goods shall be the price agreed between the Company and the Buyer at the date of the order or if no such agreement is
made then the current wholesale price, cost of manufacture, or retail price (at the Company’s election) at the date of delivery. The price does not include charges
for freight, taxes, insurance or duties unless otherwise agreed between the Company and the Buyer.
3.2 Any price agreed between the Company and the Buyer at the date of the order may be varied if wages, salaries, costs or materials, freight rates, taxes, government
charges, insurance rates, duty and or exchange rates are increased between the date of the order and the date of delivery.
   
4 Payment
4.1 The Buyer shall pay for the goods no later than the 20th of the month following delivery and if the Buyer fails to pay on or before due date the Buyer shall pay
interest at the Default Rate from the due date until payment. This provision shall not apply to cash sales, payment for which is due on delivery.
4.2 Payment by cheque, bill of exchange or other negotiable instrument will not be considered as payment until actually paid or honoured.
4.3 The Buyer shall pay the price in full and shall have no right to set off against the price any claims which the Buyer might have against the Company.
4.4 The price shall become immediately payable regardless of the terms of payment and the Company may take immediate action to recover the price if the Buyer is
in default under this Agreement or commits an act of bankruptcy or goes into liquidation or receivership or enters into a creditors composition or has its credit
standing impaired in any other way.
4.5 In the event of sequential contracts or deliveries of goods, money paid by the Buyer to the Company will be applied by the Company to the earliest-in-time delivery
or contract that is unpaid or has a portion unpaid.
   
5 Delivery
5.1 Delivery is deemed to be made to the Buyer when the goods are first dispatched from the Company’s premises, unless otherwise agreed between the parties. All
carriers are deemed to be agents of the Buyer.
5.2 The Company will do all in its power to see that deliveries are maintained according to schedule but any period or dates quoted for delivery are to be regarded
as approximate only.
5.3 Goods may be delivered in installments and each delivery shall be regarded as a separate contract.
5.4 The Company may stop future deliveries until the Buyer has paid for all previous deliveries.
5.5 If the Company is unable to deliver the goods because of any cause beyond its control it may suspend delivery or cancel the Buyer's order without incurring
any liability for loss or damage suffered by the Buyer. The Buyer shall not cancel or refuse delivery of any suspended order.
5.6 The Company will not be liable in any way for any damage caused to, or loss of, the goods by any carrier.
5.7 The Buyer shall insure the goods from delivery, unless otherwise agreed between the parties.
   
6 Return of Goods
6.1 At its option, the Company may accept the return of goods that are not defective for credit provided that:
(a) The Company has consented in writing to the return;
(b) Goods are returned to the Company at the place of their dispatch at the Buyer’s cost within 14 days of delivery;
(c) A copy of the relevant packing slip or invoice accompanies the goods; and
(d) The goods are unused, undamaged, and in a saleable condition
6.2 The Company may at its option charge a handling fee of up to 25% of the invoiced price plus goods and services tax on goods which are not defective and which
are returned for credit.
6.3 The Buyer will return any defective goods to the Company at its own cost.
   
7 Ownership
7.1 Ownership in the goods shall not pass to the Buyer until the Buyer has paid for the goods.
7.2 If the Buyer sells the goods prior to payment for the same to the Company, the Buyer will pay the proceeds arising from that dealing into a separate account with
separate records so that those proceeds remain identifiable and traceable to that dealing and the goods.
7.3 The Buyer irrevocably gives the Company and its agents the right to enter upon the Buyer's premises, without giving notice, and without being in any way liable to
the Buyer or to any person or company claiming through the Buyer, if the Company has sufficient cause to exercise its rights under section 109 of the PPSA.
7.4 The parties contract out of Part 9 of the PPSA such that the rights and obligations in sections 114, 125, 126, and 129 do not apply between them. Further, the Buyer
waives any right granted to it by section 129 of the PPSA.
7.5 The Buyer will assist the Company by completing any formalities or providing any information required by the Company such that the Company may establish and
maintain the best security position that it is entitled to under the PPSA.
7.6 The Buyer, in accordance with section 148 of the PPSA, waives its right to receive a verification statement.
   
8
Risk
8.1 The sole risk in the goods shall pass to the Buyer upon delivery (whether possession of the goods is taken by the Buyer or a carrier.)
   
9 Intellectual Property Indemnity
9.1 When the Company has followed specifications provided by the buyer, the Buyer shall indemnify the Company against all damages, penalties, costs and expenses
in respect of which the Company may become liable through the utilisation of those specifications including those arising from infringement of any patent,
trademark, copyright, registered design or any other third party right.
   
10 No Liability for Misapplication
  The Company will not be liable to the Buyer or to any other person for the damage or harm howsoever caused either to the goods, by the goods, or as a result of
the use of the goods if the goods are:
(a) Fitted by unqualified tradepersons, or fitted or used in any manner not in accordance with either of the Company’s instructions or with current industry
standards of skill;
(b) Altered or adapted to a use that they are not specifically intended for; or
(c) Added to or repaired using components not recommended or approved by the Company.
   
11 Warranties and Conditions
11.1 This clause 11 shall apply where the Buyer is not a consumer (as defined in the Consumer Guarantees Act 1993).
11.2 All representations or terms (including any condition or warranty expressed or implied by law, statute or otherwise) not expressly included in these terms and
conditions are hereby expressly excluded.
11.3 The Company's liability arising from any of these terms and conditions or a breach of them or for any misrepresentation shall be limited to the price of the goods or
the actual loss or damage suffered whichever shall be the lesser.
11.4 Under no circumstances will the Company be liable for indirect or consequential loss of any kind whatsoever.
11.5 The Buyer agrees to indemnify and keep indemnified the Company from and against all costs, damages and expenses incurred by or
recovered against the Company in respect of any claim for infringement of any letters patent or registered design where the Company has used them on the
Buyer's instructions.
   
12 Guarantees and Conditions
12.1 This clause 12 shall apply where the Buyer is a consumer under the Consumer Guarantees Act 1993.
12.2 The provisions of the Consumer Guarantees Act 1993 shall apply and this agreement shall be read so that it does not limit or exclude any guarantees
of that Act.
   
13 Cancellation
13.1 The Buyer shall not be entitled to cancel any order or any part of an order without the written consent of the Company.
13.2 The Company shall be entitled to cancel any order if the Buyer being a company or body corporate shall go into liquidation or receivership or being a person
shall become bankrupt.
   
14 Enforceability
14.1 Each provision of these terms and conditions is severable in whole or in part and if any provision is held to be illegal or unenforceable for any reason, only the
illegal or unenforceable portion shall be affected and the remainder shall remain in full force and effect.
   
15 Governing Law
15.1 This contract shall be construed in accordance with and be governed by the laws of New Zealand and the New Zealand Courts shall have
jurisdiction over any dispute.
   
16 Privacy Act
16.1 The Buyer agrees that the Company may obtain information about the Buyer from the Buyer or any other person (including any credit or debt collection agencies)
in the course of the Company's business, including credit assessment, debt collecting and direct marketing activities, and the Buyer consents to any person
providing the Company with such information.
16.2 The Buyer agrees that the Company may use any information it has about the Buyer relating to the Buyer's creditworthiness and give that information to any
other person, including any credit or debt collection agency, for credit assessment and debt collection purposes. The Buyer agrees that any other information
collected by the Company about the Buyer may be used by the Company in the course of its business.
16.3 The Buyer shall notify the Company of any change in circumstances which may affect the accuracy of the information provided by the Buyer to the Company.
16.4 The Buyer has rights under the Privacy Act 1993 to access and request the correction of any personal information which the Company holds about the Buyer.
   
 
 
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