William Gill and Sons LTD

TERMS & CONDITIONS OF SALE

1. Acceptance

1. Any instructions received by the Supplier from the Customer for the supply of Goods shall constitute a binding contract and acceptance of the terms and conditions contained herein.

2. Payment

1. Unless otherwise agreed in writing payment for Goods shall be made in full on completion of work or before the 20th day of the month following the date of the invoice ("the due date").
   


2. Interest may be charged on any amount owing after the due date at the rate of 2% per month or part month.
   


3. Any expenses, disbursements and legal costs incurred by the Supplier in the enforcement of any rights contained in this contract shall be paid by the Customer, including and solicitor's fees or debt collection agency fees.
   


4. Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
   


5. A deposit may be required.
   


6. Progress payments may apple to large contracts.
   

3. Title & Security (Personal Property Securities Act 1999)

1. Title in any Goods supplied by the Supplier does not pass to the Customer until the Customer has paid in full for all Goods provided by the Supplier and of all other sums due to the Supplier by the Customer on any account whatsoever. Until all sums due to the Supplier by the Customer have been paid in full, the Supplier has a security interest in all Goods.
   


2. If the Goods are attached, fixed or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the Goods shall remain with the Supplier until the Customer has made payment for all Goods, and where those Goods are mixed with other property so as to be part of or a constituent of any new Goods, title to these new Goods shall deemed to be assigned to the Supplier as security for the full satisfaction by the Customer of the full amount owing between the Supplier and the Customer.
   


3. The Customer gives irrevocable authority to the Supplier to enter any premises occupied by the Customer or on which Goods are situated at any reasonable time after default by the Customer or before default if the Supplier believes a default is likely and to remove and repossess any Goods and any other property to which Goods are attached or in which Goods are incorporated. The Supplier shall not be liable for any costs, damages, expenses or 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 unless by statute such liability cannot be excluded. The Suppler may either resell any repossessed Goods and credit the Customer's account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Goods and credit the Customer's account with the invoice value thereof less such sum as the Supplier reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
   


4. Where Goods are retained by the Supplier pursuant to clause 3.3 the Customer waives the right to receive notice under s.120of the Personal Property Securities Act 1999 ("PPSA") and to object under s. 121 of the PPSA.
   

4. Security Interest For Service Providers

1. The Customer gives the Supplier a security interest in all of the Customer's present and after-acquired property that the Supplier has performed services on or to or in which goods or materials supplied or financed by Supplier have been attached or incorporated.
   

5. Disputes & Return Of Goods

1. The Supplier reserves the right to decline and Goods returned after seven (7) days from date of delivery.
   


2. No Goods will be considered for return without prior approval of the Supplier. Any returned Goods must be unused, undamaged and in original condition and packaging.
   


3. A 10% handling fee may be deducted after seven (7) days.
   


4. Procured to indented items are not returnable for credit.
   

6. Warranty

1. The Supplier gives no warranty on any Goods beyond that offered by the manufacturer of the Parts/Goods. the judgement of the manufacture as to the validity of a claim IS final and binds both the Customer and Supplier. The liability in the event of a valid claim will not exceed the sale price of the Goods concerned plus the cost of labour charged by the Supplier.
   


2. In respect of services performed by the Supplier, no warranty is given for any sum greater than the cost of labour originally provided by the Supplier.
   


3. This undertaking is in place if any implied condition as to the merchantable quality and all other conditions, warranties, undertakings or terms whether expressed or implied, statutory or otherwise, inconsistent with provisions of the warranty are to the extent permitted by law hereby expressly excluded.
   


4. The Suppler gives no warranty that the Goods are fit for any purpose, suitable for any purpose, or any other warranty other than that referred to in clause 6.1 above.
   

7. Risk

1. The Goods remain at the Supplier's risk until delivery to the Customer.
   


2. Delivery of Goods shall be deemed complete when the Supplier gives possession of the Goods directly to the Customer or possession of the Goods is given to a carrier, Courier or other bailee for purposes of transmission to the Customer.
   


3. All property of the customer in the possession of the Supplier is stored and worked on solely at the Customer's risk. The Customer is responsible for keeping all goods insured at all times.
   

8. Exclusion Of Liability

1. All terms, warranties, conditions or obligations implied in this agreement by statute which can be lawfully excluded are hereby excluded.
   


2. Except as otherwise implied by law and not able to be excluded pursuant to clause 8.1 above, the Supplier is not liable for.
   


1. Any loss or damage of any kind whatsoever, arising from the supply or non-supply of Goods by the Supplier to the Customer, including consequential loss whether suffered or incurred by the Customer or another person and whether in contract to tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods provided by the Supplier to the Customer, and
   


2. The Customer shall indemnify the Supplier against all claims and loss 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 the Supplier or otherwise brought by any person in connection with any matter act, omission, or error by the Supplier its agents or employees in connection with the Goods, and
   


3. The customer has entered any contract with the Supplier in reliance on the Customer's own skill and judgement and has not been induced to do so by any representation made by the Supplier, and
   


4. The Supplier is not liable to the Customer for any loss or damage arising directly or indirectly from any representation made by the Supplier.
   

9. Consumer Guarantees Act

1. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Goods from the Supplier for the purposes of a business in terms of s.2 and s.43 of that Act.
   

10. Miscellaneous

1. The Supplier shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
   


2. Failure by the Supplier to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligation the Supplier has under this contract.
   


3. 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.
   


4. In the event that the Customer is an accredited franchisee, these terms and conditions of trade shall take preference over the franchise agreement.
   


5. The Law of New Zealand applies to this contract.