Payment for goods supplied by KENSINGTON REFRIGERATION LIMITED (called “the Supplier”) to the Customer, if sold on Credit, shall be made to the Supplier by the 20th of the month following the date of the invoice (called “the due date”).
Penalty Interest and Costs
If the Customer fails to pay for the goods on the due date, the Supplier reserves the right: Charged by the Supplier’s current bank from the due date to the date of payment in full
(b) To recover from the Customer all costs and expenses of, or incurred by, the Supplier in collecting the overdue account(s), including debt collectors’ costs and legal costs.
These remedies shall be without prejudice to the other remedies available to the Supplier.
Subject to Consumer Guarantees Act 1993
The terms of sale shall be read to conform to and be subject to the Consumer Guarantees Act 1993 (“Act”). Where the terms of sale are at variance with the Act, the Act will prevail. The Sale of Goods Act 1908 shall apply to the terms of sale except whether the terms of sale state otherwise.
Title 4.1 Legal and beneficial ownership of the goods will remain with the Supplier until payment in full is made:
(a) For the goods; and
(b) For all other amounts owing by the Customer to the Supplier. 4.2 Without prejudice to any of the Supplier’s other remedies, if any amount payable by the Customer to the Supplier is overdue or the Customer becomes insolvent, commits an act of bankruptcy, has a receiver appointed over all or any part of the assets of the Customer, makes or is likely to make an arrangement with its creditors, has a liquidator (provisional or otherwise) appointed or is placed under statutory or official management, or in the reasonable opinion of the Supplier the Customer is unable to pay the Customer’s debts, then:
(a)The Supplier may cancel any outstanding order with the Customer; and
(b) Any moneys payable by the Customer to Supplier whether due for payment or not shall become immediately due and payable; and
(c) The Supplier reserves the right, and the Customer hereby irrevocably provides consent to the Supplier, to enter (whether forcibly or otherwise) by its employees or duly authorised agents onto the Customer’s premises, or onto any premises where goods owned by the Supplier are reasonably thought to be stored and repossess and subsequently resell such goods; and
(d) The Supplier shall not be liable for any reasonable damage caused by the Supplier in the exercise of its rights pursuant to paragraph 4.2(c). 4.3 The Customer has no right to sell the goods without the Supplier’s consent while any amounts owe by the Customer to the Supplier. 4.4 As security for all obligations that the Customer may owe to the Supplier from time to time the Customer hereby grants the Supplier a security interest under the Personal Property Securities Act 1999 (“PPSA”) in all goods supplied by the Supplier to the Customer from time to time and in the proceeds of all such goods as well as in any negotiable instrument representing any such proceeds. 4.5 The Customer will provide the Supplier on request with all information necessary for the registration of the Supplier’s security interest in terms of the PPSA. 4.6 The Customer hereby waives its right in terms of section 148 of the PPSA to receive a copy of a verification statement.
Risk 5.1 The goods will be at the Customer’s risk immediately on delivery. The Customer will insure the goods at full replacement value until legal and beneficial ownership of them has passed to the Customer. If the goods are damaged or destroyed before legal and beneficial ownership of them has passed to the Customer, the Customer will hold the proceeds of such insurance in a separate fund and on trust for the Supplier.
Force Majeure The Supplier shall not be liable for any delay in shipment or for non-delivery of all or any part of the goods under any contract incorporating these conditions or for any other failure to perform any of its obligations caused by any circumstances beyond its reasonable control (including, but not limited to) calamity, war or armed conflict, or the serious threat of the same, Governmental order or regulation, labour disputes, severe economic dislocation, or the bankruptcy, insolvency or failure of manufacturers or suppliers of the raw materials to the Supplier beyond the reasonable control of the Supplier.
Waiver The failure of the Supplier at any time to require full performance by the Customer shall in no manner affect the right of the Supplier to subsequently enforce such performance.
Construction Any contract containing these conditions of sale shall in all respects be deemed to be a contract made in New Zealand and the construction, validity and performance of such contract shall be governed by New Zealand law.
Limitation of Liability If the Customer has purchased the goods for the purposes of a business, then:-
(a) The Supplier’s sole liability in respect of any breach of any obligations in this Agreement shall be limited to either:
(i) Replacing any goods that are shown to the Supplier’s satisfaction to be defective; but the replacement price shall not include the cost of fitting and fixing the defective goods; or
(ii) Refunding the price of the defective goods.
(b) The Supplier shall not in any circumstances be liable for incidental or consequential loss or damage arising from any breach of this Agreement.
Quality/Performance (a) The Supplier warrants that goods supplied shall be free from defects in workmanship or materials.
(b) Except as expressly provided by paragraph 11(a), all terms, conditions, warranties and stipulations implied by Statute or otherwise are expressly excluded to the extent allowed by law.
Delivery (a) The Supplier is under no liability or responsibility for any loss, damage or expense incurred by the Customer as a result of delay in the dispatch or delivery of the goods. The Supplier may deliver the goods by installments.
(b) The Supplier may suspend supply and delivery of goods to the Customer if the Customer is in default of this Agreement, without affecting the Supplier’s other rights.