General Terms and Conditions of Trade
1. GENERAL
1.1 “we” or “us” means Waiareka Industries Limited trading as Great Southern Group.
“you” means the person or entity applying for a credit account with us or placing an order for the purchase of goods from us.
"Goods" means all goods and services which you have ordered or purchased from us.
“Contract” means any contract between you and us comprising these general terms and conditions of trade (“Terms of Trade”).
Clause headings are for reference purposes only and do not form part of these Terms of Trade.
1.2 You agree that these Terms of Trade shall apply to all supplies of Goods (including the present supply of Goods and all future supplies of Goods) by us to you to the exclusion of any other terms and conditions, including without limitation, any terms and conditions in your documents which purport to provide that your own terms shall prevail.
1.3 We may amend these Terms of Trade from time to time by written notice to you.
1.4 We are under no obligation to accept all or any of your orders.
1.5 We reserve the right to:
(a) supply Goods under a Contract in full or only in part; and/or
(b) withdraw credit at any time at our sole and absolute discretion.
1.6 You cannot cancel a purchase order for Goods which has been accepted by us and you are bound to pay the full quoted purchase price.
2. PAYMENT
2.1 Pricing on our web site are subject to change without prior notice and unless otherwise sttaed delivery cost will be confirmed at time of purchase.
2.2 Great Southern Group is a New Zealand based business and all prices are listed in New Zealand dollars (NZD). The price advertised might not be the same price charged to the credit card account due to exchange rate fluctuations. Your bank will apply any charges for conversion. You will be responsible for any local taxes or costs in your country.
2.3 You must pay to us the purchase price for the Goods and any commission and associated charges (if any), plus GST, without set-off, deduction or counterclaim. Where you have a credit account with us, you must pay to us the purchase price for the Goods no later than the 20th of the month following the date of the invoice otherwise payment must be in cash (or cleared funds) made prior to dispatch of the Goods.
2.4 If you fail to make payment in full to us when due in respect of an invoice issued by us, for whatever reason, we will be entitled (without prejudice to any other right or remedy we may have) to:
(a) cancel or suspend any existing orders of or delivery under any order to you or refuse to accept any new orders; and
(b) charge you interest on the overdue amount at the rate determined by our bankers from time to time on unsecured overdraft accounts not exceeding $100,000.
3. DELIVERY
3.1 Where your carrier is to collect Goods from our premises, if the Goods are not collected within 14 days after we notify you of their availability we may cancel the order and charge you a 10% handling charge based on invoice value.
3.2 Where Goods are consigned by rail, ship or taken by transport organised by you from our premises, risk of damage to, or loss or deterioration of any such Goods passes to you on delivery to the rail, ship or your carrier and our delivery obligations are complete at that stage.
3.3 Where Goods are delivered by a carrier organised by us, delivery is deemed to occur when the Goods are delivered to a destination agreed by us and you and risk of damage to, or loss or deterioration of any such Goods passes to you at that time.
3.4 All claims for credit for damaged or missing Goods, shortage in quantity, incorrect Goods and overcharges must be made in writing within seven days of date of delivery.
3.5 If requested, Goods will be crated and the costs incurred in crating will be payable by you. No allowance will be made for return of crates or materials from which crates are manufactured.
4. OWNERSHIP
4.1 Risk of damage to, or loss of, the Goods shall pass to you at the time of delivery or, if you fail to take delivery of the Goods, the time when we are deemed to have delivered the Goods as set out in clause 3.
4.2 Notwithstanding risk in the Goods passing in accordance with clause 4.1, title in the Goods shall not pass to you until we have received in full (in cash or cleared funds) all sums due to us in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to us from you on any account.
Until then:
(i) you must hold the Goods supplied as bailee for us and we reserve the right to repossess the same or any part thereof at any time before title passes. You hereby irrevocably grant us the right to enter your or the delivery premises for this purpose.
(ii) you may sell the Goods supplied in the ordinary course of your business as agent for us and must account to us for any sale proceeds, and hold the proceeds in trust for us until you do so.
4.3 You acknowledge that:
(a) these Terms of Trade create a security interest as defined in the Personal Property Securities Act 1999 (“PPSA”) in favour of us in any Goods and any proceeds from, and existing or future rights in relation to, such Goods as security for all amounts payable by you to us and the performance of your obligations under these Terms of Trade; and
(b) we may at any time register a financing statement on the Personal Property Securities Register (“PPSR”) to protect our security interest in the Goods. You agree to do all things necessary for us to register a financing statement on the PPSR and to ensure that our security interest is a first ranking perfected security interest over the Goods and their proceeds. You waive any right to receive from us a copy of any financing statement, financing change statement or verification statement arising in connection with any registration made on the PPSR by us in connection with our security interest in the Goods.
(c) On the enforcement of any security interest created by these Terms of Trade to which the PPSA applies, sections 114(1)(a), 117(1)(c), 133 and 134 of the PPSA shall not apply. You waive any right you may have under sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA on enforcement of any such security interest.
4.4 While we retain ownership of Goods in your possession or under your control, you must properly store and secure the Goods, and insure the Goods for the full purchase price (and hold any proceeds of the insurance on trust for us) until the Goods are sold pursuant to clause 4.2 above or consumed in the ordinary course of your business.
5. ABILITY TO SUPPLY
5.1 All products are subject to availability. If for any reason a product is out of stock we will contact you and discuss whether you would prefer to wait for stock, select an alternative or remove the product from your order altogether. Your credit card will not be charged for any out of stock items until we have confirmed what you would like to do.
5.2 Reasonable commercial efforts will be made to fulfill accepted orders placed with us, but if our ability to do so be affected (directly or indirectly and whether by circumstance already existing or otherwise) by strikes, lockouts, rise in freight, duties or other charges, Acts of God, or by any cause whatsoever beyond our reasonable commercial control, we shall have the right:
(a) to elect to extend the time for fulfillment of the order or compliance with any delivery or completion date;
(b) to alter the specifications for the Goods so as to allow the substitution of equivalent Goods; or
(c) to terminate the order without liability for breach of contract or for any antecedent breach.
5.3 If we cannot provide the agreed quantity of Goods for any reason outside our reasonable control, we shall not be liable for the shortfall and you must take delivery of and pay for the lesser quantity which we are able to supply.
5.4 We will not be liable for any loss, including consequential loss and loss of profits, arising from any delay in our performance of the Contract, shortfall in delivered quantity of Goods, failure to deliver Goods by a specified date or the early termination of any order.
6. WARRANTIES
6.1 If we (and not any vendor, manufacturer or other person) are responsible for any Goods being defective or not materially conforming to our description, we will at our option:
(a) repair or replace the defective Goods or re-perform the service; or
(b) pay compensation not exceeding the purchase price for the Goods.
6.2 You agree that we have no liability for any defective Goods unless:
(a) you notify us of the defect within 14 days of your receiving the Goods; and
(b) you allow us to fully investigate your claim and you agree, if requested, to return a sample of the Goods to us for inspection (at our cost).
6.3 All other guarantees, warranties and representations in relation to the Goods or their supply (including those contained in the Sale of Goods Act 1908) are excluded except to the extent that we cannot lawfully exclude them.
7. CONSUMER GUARANTEES ACT 1993
7.1 When you purchase Goods or services from us for business purposes then the guarantees and rights expressed or implied in the Consumer Guarantees Act 1993 in your favour do not apply to those Goods or services.
8. LIMITATION OF LIABILITY
8.1 EXCEPT AS SET OUT IN CLAUSE 6, WE WILL NOT BE LIABLE TO YOU IN ANY WAY (WHETHER IN RELATION TO CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR BY VIRTUE OF A BREACH OF ANY STATUTORY DUTY OR OTHERWISE) IN CONNECTION WITH ANY GOODS SUPPLIED OR NOT SUPPLIED OR THE PURPORTED EXERCISE OF OUR RIGHTS UNDER THESE TERMS OF TRADE.
8.2 WITHOUT LIMITING THE FOREGOING WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT OR CONSEQUENTIAL LOSS HOWSOEVER INCURRED BY YOU IN CONNECTION WITH ANY GOODS SUPPLIED OR NOT SUPPLIED OR THE PURPORTED EXERCISE OF OUR RIGHTS UNDER THESE TERMS OF TRADE.
8.3 In any event our liability to you (whether in relation to contract, tort (including negligence), strict liability or by virtue of a breach of any statutory duty or otherwise) is limited to the value of the Goods supplied by us and associated with your claim.
9. ENFORCEMENT
9.1 You will pay us on demand all costs (including legal costs on a solicitor/client basis) incurred by us in connection with any default by you.
10. WAIVER
10.1 If we delay or do not exercise any of our rights or remedies under these Terms of Trade or otherwise at law, that will not be a waiver of the right or remedy.
10.2 Any waiver or consent we give you must be in writing and will be effective only in the specific instance and for the specific purpose for which it is given.
11. SEVERABILITY
11.1 If part of these Terms of Trade is deemed to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect.
12. CANCELLATION
12.1 We reserve the right to cancel any Contract with you, without prejudice to any rights which may have accrued up to the date of cancellation, if:
(a) you being a body corporate go into liquidation, receivership or voluntary administration; or
(b) being a person become bankrupt; and/or
(c) you breach any term of these Terms of Trade or are in default of any of these terms and fail to remedy the breach or default within 7 days of receiving notice from us of the breach or default.