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Standard terms and conditions of sale |
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Standard terms and conditions of sale
We (Technman Electronics Limited) shall only supply Products to you
(the buyer of the Products) on the following terms and conditions
unless we agree, in writing, to vary these terms and conditions.
1. General
Technman means Technman Electronics Limited.
Customer means the applicant(s) for credit or customer of Technman
Product means all goods supplied by us to you, including (but
not limited to) circuit boards, goods supplied as inventory, goods
described on various purchase orders, invoices or similar documents
between us along with all goods bearing our label.
2. Prices and Quotes
Technman may alter prices without prior notice and reserves the right to revise prices at any time prior to accepting an order.
The price for the Products quoted to you shall be valid for 30 days
from the date of the quote, and does not include additions to the
Products made subsequently.
All prices and quotes are GST exclusive.
3. Orders
All purchase orders must clearly state the Date, Company Name, Invoice
Address, Delivery Address, Official Order Number, Method of Dispatch,
Contact Name & Telephone Number, Product Code, Product Description,
Quantity, Price as Quoted and Payment Method.
Orders may only be cancelled within 24 hours of placing the order and may only be cancelled with the approval of Technman.
Orders may not be cancelled after delivery has been made in accordance with the Customer’s original delivery instructions.
4. Terms and Credit
Technman’s normal terms are cash before delivery.
A credit facility may be available upon application and terms for
credit customers are payment in full on the 20th of the following
month.
Credit limits are established by Technman and confirmed in writing at
the time of opening a trading account and may be adjusted at Technman’s
sole discretion.
Technman reserves the right at all times without notice and at its sole discretion to:
Refuse to grant credit,
Suspend, withdraw or discontinue credit,
Require fresh applications and / or personal guarantee(s) to be submitted,
Selectively withdraw any discount offerings, and or Charge interest on
any balance remaining after the due date at a rate equivalent to 2.5%
per month.
5. Stock
All Products are subject to availability
Technman will make every effort to deliver the Products on time but shall not be liable for delays.
6. Delivery
Where the value of an order is equal to or less than $1000.00, delivery
shall be deemed to have been effected when the Products arrive at the
Customer’s premises.
Where the value of an order is greater than $1000.00, delivery shall be
deemed to have been effected when the Products are ready for dispatch
or when uplifted by the Customer, their appointed freight carrier or
their appointed agent.
7. Retention of Title and Transfer of Risk
Property and ownership in Products will remain with Technman until
payment in full of the purchase price of the Products and all other
amounts owed to Technman.
Until the Product ownership passes to the Customer, the Customer shall
hold the Products in trust as fiduciary bailee for Technman, and store
them in a manner to enable them to be identified and cross-referenced
to a particular invoice. Risk in the Products shall pass to
the Customer at the time of delivery and shall insure and keep insured
the Products from that time until such time as the Property and
ownership of Products has passed to the Customer
The Customer accepts all risk of loss and damage to the Products,
whether caused by you or not, following delivery of the Products to you.
8. Purchase Money Security Interest
You acknowledge that we retain a purchase money security interest in
the Products to secure payment of the purchase price of those Products,
and all other Products supplied by us and we have the right to call for
or recover the Products at our option (for which purpose our employees
or agents may enter your premises or the premises where the Products
are stored) and you are obliged to deliver up the Products if so
directed.
Our security interest in the Products extends to any proceeds, book
debts and accounts receivable arising from selling of the Products.
You waive any right to receive verification that our security interest
in the Products has been registered on the Personal Property Securities
Register.
9. Warranty and Limitation of Liability
We exclude all statutory or implied conditions and warranties to the
fullest extent permitted by law. The Products are only warranted
to the extent expressly specified by us in writing.
Our maximum aggregate liability to you, in respect of all claims for
loss, damage or injury, whether in contract, tort or arising from the
supply of (or failure to supply) the Products, or the quality or
performance of the Products, shall not exceed the invoiced price of the
Products and we shall not be liable for any loss of profits or any
consequential, indirect or special loss, damage or injury of any kind
suffered by you, arising directly or indirectly from any breach of our
obligations or the negligence, misrepresentation or other act or
omission on our part or our employees or agents.
Technman will not be liable for any loss, damage or injury to the
Customer or to any other person or to the property of the Customer or
any other person arising out of the use or possession of the Products.
10. Warranty additions:
Technman reserves the right to withhold or refuse warranty service while the customer’s credit account is in arrears.
11. Design and Variations
Any claims by you for faulty design must be made within fifteen (15)
days of delivery. After that date you shall be deemed to have
accepted the design of the Products.
You acknowledge that the design of the Products relies on the accuracy
and completeness of any information provided to us by you or your
agents, and that we have no obligation to verify or check any
information provided to us. Accordingly we accept no liability,
whatsoever for any loss to any party and you agree to indemnify us from
any loss we suffer, arising directly or indirectly, from the inaccuracy
or omission of any such information.
You acknowledge that the quality of the Products relies on our ability
to fully test the design of the Products. Accordingly we accept
no liability, whatsoever for any loss to any party and you agree to
indemnify us from any loss we suffer, arising directly or indirectly,
from any variation to the design of the Products requested by you which
does not allow sufficient time or resources to adequately test the
varied design.
12. Disputed Accounts
The Customer must notify Technman in writing within fifteen (15) days
of receipt of the any disputed invoice. The notification must
quote the relevant invoice number and must include all the necessary
details of the reason the invoice is being disputed. Should the
Customer fail to notify Technman of any dispute, or defect or damage
within fifteen (15) days of receipt of the Invoice the Customer shall
be deemed to have accepted the invoice and shall pay that invoice
according to the terms and conditions contained in this document.
If a dispute arises with regards to a Customer’s account, all items not
in dispute on the account shall be payable without deduction or set-off
according to the terms and conditions contained in this document.
Any legal preceding that require an appearance in a dispute, district
or high court, Technman will determine the relevant hearing venue.
13. Product Returns
No Products will be accepted for return without obtaining prior written
authorisation from Technman. Products approved for return must
quote a Return Material Authorisation (RMA) Number and must be
accompanied by a copy of the invoice or the returns without an RMA
Number will be rejected and sent back at the Customer’s expense.
Product returns must be in new condition and in our original container
or packaging and undamaged. Technman reserves the right to reject
Products not conforming to this condition.
If the product was correctly supplied, Technman may, but is not obliged
to, accept the return of the product. Product approved for return
to Technman will not necessarily be credited with the full invoice
value thereof but will be tested and evaluated by Technman and based on
such test and evaluation Technman will determine the amount, if any, to
be refunded to the Customer.
The Customer will be required to pay Technman or have deducted from the
refund, handling charges or restocking fees of up to 25% of the full
purchase price (GST inclusive) of the Products approved for return.
Inward and return freight, packing and delivery charges are the
responsibility of the Customer. If not prepaid by the Customer,
freight will be deducted from the amount of credit.
If the product was delivered incorrectly, or with defect or damage, the
Customer must notify Technman in writing within fifteen (15) days of
receipt of the product. The notification must quote the relevant
invoice number and must include all the necessary details of the
incorrect delivery, defect or damage. Should the Customer fail to
notify Technman of any incorrect delivery, or defect or damage within
fifteen (15) days of receipt of the Product the Customer shall be
deemed to have received the Product in good order and condition and
that the same had been delivered in accordance with the Customers order.
14. Consumer Guarantees Act
When Technman supplies Products to the Customer for the Customer’s use
in a business, the Customer agrees that the Act does not apply.
Where Technman supplies the Product to the Customer as a “consumer” as
defined in the Act for a non-business purpose, the Act will apply and
prevail over any contrary provision in these terms and conditions.
Where in any case the Customer is a “supplier” then,
The Customer shall notify any “consumer” prior to the sale of any
defects or limitation in the products and/or any common purpose for
which the Products are not suitable.
The Customer shall, to the extent that the consumer is acquiring
products for the purpose of a business, contract out of the provisions
of the Act to the full extent permitted by the law and shall not give
or make any undertaking, assertion or representation to such consumers
in relation to the products without Technman’s prior approval in
writing.
The Customer acknowledges that Technman does not provide any Express
Guarantee (as defined in the Act) other than those expressly confirmed
by Technman in writing.
The Customer agrees to indemnify Technman against any liability or cost
incurred by Technman under the Act as a result of any breach by the
Customer of its obligations contained in these Terms and Conditions or
under the Act. The Customer agrees to notify Technman in writing,
as soon as it is reasonable, of any defects in the products and the
nature of such defects.
Whenever the Act does not apply to this contract Technman accepts no
liability for any claim in respect of the Products by the Customer or
any other person including without limitation any claim relating to or
arising from any conditions, warranties, descriptions, representations,
conditions as to fitness or suitability for any purpose, tolerance to
any conditions, merchantability or otherwise, whether express or
implied by law, trade custom or otherwise or any representations,
warranties, conditions or agreements made by the Customer which are not
expressly confirmed by Technman in writing, and the Customer agrees to
indemnify Technman against such claims.
15. Privacy Act
The Customer authorises Technman to:
Obtain from a credit reporting agency a credit report concerning the
Customer's credit information for the purpose of determining whether or
not to supply the Products to the customer on credit or to collect
unpaid accounts from the Customer.
Give to and seek from any credit providers (including the customer’s
bankers) information about the Customer's credit arrangements.
The Customer acknowledges that this information may include any
information about the Customer's creditworthiness, credit history or
credit capacity that credit providers are allowed to give or receive
from each other under the Privacy Act;
Report any overdue payments owing by the Customer to other credit
providers or credit reporting agencies pursuant to the terms of the
Privacy Act 1993;
Provide any third party with credit information about the Customer when requested.
16. Non-waiver
The waiver by Technman of one default will not constitute a waiver of
any subsequent default of the same or different kind. Failure or
delay in exercising any right by Technman will not be a waiver of that
right.
17. Default
The Customer, including but not limited to any legal fees or debt
collection agency fees, shall pay any expenses, disbursements and legal
costs incurred by Technman in the enforcement of any rights contained
in this contract.
18. Governing Law
The laws of New Zealand govern our trading.
You agree to submit to the non-exclusive jurisdiction of the Courts of
New Zealand and agree that any legal proceedings may be heard in those
courts.
19. Confidentiality
The customer will not disclose or permit the disclosure of any
confidential information concerning the Products (including that
contained in technical, service and spare parts manuals), pricing or
Technman business affairs, and acknowledges that these are trade
secrets and are commercially sensitive.
20. No Assignment
This agreement can not be assigned without the prior written consent of Technman
21. Miscellaneous
These conditions comprise the entire agreement between Technman and its
customers and supersede all previous negotiations, agreements and
commitments.
Technman reserves the right to change these conditions at any time and
will inform the Customer of any change by giving written notice at
least fifteen (15) days before the change becomes effective.
Technman Electronics products are not authorised for use as critical components in life support devices or systems.
22. Conflicts
If there is any inconsistency between these standard terms and
conditions and any terms submitted by you or any other arrangement
between us, these standard terms and conditions of sale prevail.
If any provision of these terms and conditions shall be invalid, void
or illegal or unenforceable, the validity, existence, legality and
enforceability of the remaining provisions shall not be affected,
prejudiced or impaired.
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