TERMS AND CONDITIONS
1. APPLICATION
1.1 This Contract forms the basis on which the Seller (Pacific Build Supply Ltd) supplies and sells Goods to the Buyer. Each such supply and sale shall be affected pursuant to the terms of this Contract (unless otherwise agreed in writing, or as outlined in our Indent Contract). Any invoice or other document evidencing or describing any Goods is incorporated into and forms part of this Contract.
2. DEFINITIONS
2.1 “Pacific Build Supply Ltd” shall mean Pacific Build Supply Ltd, or any agents or employees thereof.
2.2 “Customer” shall mean the Customer, any person acting on behalf of and with the authority of the Customer, or any person purchasing Goods from Pacific Build Supply Ltd.
2.3 “This Contract” shall mean these terms and conditions of sale themselves together with each invoice or other document evidencing or describing, whether by item of kind or otherwise, any Goods, and the words “This Contract”, and the “Main Contract” shall have a corresponding meaning.
2.4 “Goods” shall mean all goods, chattels, or services, provided by Pacific Build Supply Ltd to the Customer, including the supply of all fibre cement boards, façade panels, aluminium, accessories, and other passive fire protection systems and products. All charges for labour and work, hire charges, insurance charges, or any fee or charge associated with the supply of Goods by Pacific Build Supply Ltd to the Customer.
2.5 “Price” shall mean the cost of the Goods as agreed between Pacific Build Supply Ltd and the Customer subject to clause 5 of This Contract.
2.6 “PPSA” means the Personal Property Securities Act 1999.
2.7 The terms “after-acquired property”, “default”, “inventory”, “lease”, “purchase money security interest”, and “sell” have the respective meanings given to them under, or in the context of the PPSA.
3. ACCEPTANCE
3.1 Any instructions received by Pacific Build Supply Ltd from the customer for the supply of Goods shall constitute acceptance of the terms and conditions contained herein.
4. USE OF INFORMATION
4.1 The Customer authorises Pacific Build Supply Ltd to collect, retain, and use any information about the Customer, or for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under This Contract, or marketing any Goods and services provided by Pacific Build Supply Ltd to any other party.
4.2 The Customer authorises Pacific Build Supply Ltd to disclose any information obtained to any person for the purposes set out in clause 3.1.
4.3 Where the Customer is a natural person the authorities under clauses 4.1 and 4.2 are authorities or consents for the purposes of the Privacy Act 1993.
5. PRICE
5.1 Where no Price is stated in writing, the Goods shall be deemed to be sold at the current amount as such Goods are sold by Pacific Build Supply Ltd at the time of the Contract.
5.2 The Price may be increased by the amount of any reasonable increase in the cost of supply of the Goods that is beyond the control of Pacific Build Supply Ltd between the date of the Contract and the delivery of the Goods.
5.3 The Price may be increased, pursuant to clause 5.2, due to exchange rate fluctuations from the time of quoting and ordering indent product, to the time of the Goods landing in New Zealand, as outlined in the Pacific Build Supply Ltd Indent Contract.
5.4 The Price is subject to the Customer agreeing to purchase the whole quantity of Goods as stated in the quotation.
6. PAYMENT
Contact Pacific Build Supply Ltd to see payment terms and conditions for Merchant or Trade respectively.
7. QUOTATION
7.1 Where a quotation is given by Pacific Build Supply Ltd for Goods:
7.1.1 The quotation shall be valid for one month from the date of issue; and
7.1.2 The quotation shall be exclusive of Goods and Services Tax unless specifically stated to the contrary.
7.2 Where Goods are required in addition to the quotation, the Customer agrees to pay the additional cost of such Goods.
7.3 The Seller, Pacific Build Supply Ltd, reserves the right to withdraw the quotation at any time
8. RISK
8.1 The Goods remain at Pacific Build Supply Ltd’s risk until delivery to the Customer, but when title passes to the Customer pursuant to clause 10.1 of This Contract, then the Goods are at the Customer’s risk whether delivery has been made or not.
8.2 Delivery of Goods shall be deemed complete when Pacific Build Supply Ltd gives possession of the Goods for delivery to the Customer, possession of the Goods is given to a common carrier or other Bailee for the purposes of transmission to the Customer.
8.3 The time agreed for delivery shall not be an essential term of This Contract, unless the Customer gives written notice to Pacific Build Supply Ltd make time of the essence.
8.4 Where Pacific Build Supply Ltd fails to deliver one or more instalments the Customer shall not have the right to repudiate the Contract, but shall have the right to claim compensation as a severable breach, except in a case of force majeure where the delay was beyond the control of Pacific Build Supply Ltd.
9. AGENCY
9.1 The Customer authorises Pacific Build Supply Ltd to contract either as principal or agent for the provision of Goods that are the matter of This Contract.
9.2 Where Pacific Build Supply Ltd enters into a contract of the type referred to in clause 8.1 it shall be read with and form part of This Contract and the Customer agrees to pay any amounts due under that contract.
10. TITLE
10.1 If the Goods are ascertained and in a deliverable state, title in the goods passes to the Customer when the Customer has made payment for all Goods supplied by Pacific Build Supply Ltd.
10.2 Where the Customer has not paid for any Goods in its possession, title in such Goods shall remain with Pacific Build Supply Ltd.
10.2.1 The Goods shall be held by the Customer as Bailees; and
10.2.2 If the Goods are attached, fixed, or incorporated into any property of the Customer, by way of any building or assembly, or are mixed with other property so as to be part of or a constituent of any new Goods, by process of the Customer or any third party, title in the Goods shall remain with Pacific Build Supply Ltd until the Customer has made payment for all Goods, and title to these new Goods shall be deemed to be assigned to Pacific Build Supply Ltd as security for the full satisfaction by the Customer of the full amount owing between Pacific Build Supply Ltd and the Customer.
10.3 The Customer gives irrevocable authority to Pacific Build Supply Ltd to enter any premises occupied by the Customer, at any reasonable time, to remove any Goods not paid for in full by the Customer. Pacific Build Supply Ltd shall not be liable for costs, damages, or expenses or any other losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever.
11. RETURN OF GOODS
11.1 The Customer shall be deemed to have accepted the Goods unless the Customer notifies Pacific Build Supply Ltd otherwise within 48 hours of delivery of the Goods to the Customer.
11.2 If the Goods are not accepted pursuant to clause 10.1 of This Contract the Customer shall pay for the delivery of the returned Goods to Pacific Build Supply Ltd whereby the Customer shall be entitled to a credit for the purchase price of any such Goods. Return freight charges and a 10% handling fee shall be deducted from any credit for such returned Goods.
11.3 Indented Material for specific projects are non-refundable, unless prior agreements have been arranged and approval is made in writing by Pacific Build Supply Ltd.
If Pacific Build Supply approve of Indent Material return, there will be a 40% handling fee which shall be deducted from any credit for such Goods and the customer shall pay for the delivery of returned Goods.
12. LIABILITY
12.1 Except as otherwise provided by statute Pacific Build Supply Ltd shall not be liable for:
12.1.1 Any loss or damage of any kind whatsoever whether suffered or incurred by the Customer or another person, whether such loss of damage arises directly or indirectly from Goods, or services, or advice provided by Pacific Build Supply Ltd to the Customer and without limiting the generality of the foregoing of this clause Pacific Build Supply Ltd shall be liable for any consequential loss or damage of any kind including without limitation any financial loss; and
12.1.2 Except as provided in This Contract Pacific Build Supply Ltd shall not be liable in contract, or in tort, or otherwise for any loss, damage, or injury beyond the value of the Goods provided by Pacific Build Supply Ltd to the Customer; and
12.1.3 The Customer shall indemnify Pacific Build Supply Ltd against all claims of any kind whatsoever, however caused or arising and without limiting the generality of the foregoing of this clause, whether caused or arising as a result of the negligence of Pacific Build Supply Ltd or otherwise, brought by any person in connection with any matter, act, omission, or error by Pacific Build Supply Ltd, its agents, or employees in connection with the Goods.
12.1.4 Pacific Build Supply Ltd shall not be liable for any claim to which it would otherwise be liable unless particulars of such claim are notified to the seller in writing within three working days of delivery.
13. CONSUMER GUARANTEES ACT
13.1 The guarantee contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Goods or services from Pacific Build Supply Ltd for the purposes of a business in terms of section 2 and 43 of that Act.
14. WARRANTY
14.1 No representation, condition, warranty, or premise expressed or implied by law or otherwise applies to Goods except where Goods are supplied pursuant to the Consumer Guarantees Act 1993, or supplied pursuant to any other statute, regulation, code, or rule of law, except where expressly provided in writing to the Customer at the time of purchase.
14.2 Pacific Build Supply Ltd does not provide any warranty that the goods are fit and suitable for the purposes for which they are supplied by the Customer and shall not be liable if they are not.
14.3 Except where expressly stated nothing in This Contract shall limit the liability of Pacific Build Supply Ltd under any statute, regulations, and bylaws of government or local authority or other public authority.
14.4 Without Limiting the generality of clause 14.1 hereto where Goods are provided with a written guarantee at the time of purchase, such Goods shall be guaranteed free from defective workmanship and material for the period stipulated provided that Goods are correctly installed by a qualified person and subject to normal use however no warranty shall exceed that given by the manufacturer to the Customer at the time of purchase.
15. CANCELLATION
15.1 Pacific Build Supply Ltd shall, without any liability, and without any prejudice to any other right it has in law or equity, have the right on notice to suspend or cancel in whole or in part any contract for the supply of Goods to the Customer if the Customer fails to pay any money owing after the due date or the Customer commits an act of bankruptcy as defined in section 19 of the Insolvency Act 1967.
15.2 Any cancellation or suspension under clause 15.1 of this agreement shall not affect Pacific Build Supply Ltd’s claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of This Contract or the Customer’s obligations to Pacific Build Supply Ltd under This Contract.
16. MISCELLANEOUS
16.1 The Customer shall not assign all or any of its rights or obligations under This Contract without the written consent of Pacific Build Supply Ltd.
16.2 Pacific Build Supply Ltd shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
16.3 Failure by Pacific Build Supply Ltd to enforce any of the terms and conditions in This Contract shall not be deemed to be a waiver of any of the rights or obligations Pacific Build Supply Ltd has under This Contract.
16.4 The law of New Zealand shall apply to This Contract except to the extent expressly negated or varied by This Contract.
16.5 Where the terms of This Contract are at variance with the order of instruction from the Customer, This Contract shall prevail.
16.6 Any personal guarantee made by any third party shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in This Contract. The guarantors and Customer shall be jointly and severally liable under the terms and conditions of This Contract.
16.7 If any provision of This Contract 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.