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General Terms of Trade.
These terms and conditions apply to the supply of any goods by Astrolift Limited (“Astrolift”) unless specified otherwise in writing.
The price to be paid shall be according to any quotation submitted by Astrolift to the purchaser. If no quotation has been submitted, the price shall be according to the price list in force at the time of dispatch of the goods. If neither of these apply, the price shall be as indicated on an invoice provided by Astrolift upon completion of the order.
Prices quoted by Astrolift shall be subject to adjustment, correction or withdrawal at any time before acceptance of the purchaser's order by Astrolift. Unless specified to the contrary, prices quoted are "ex Astrolift's premises", and freight will be charged where applicable. If GST is payable by the purchaser then it shall be payable in addition to the contract price, at such rate as may be required by law, unless it is expressly stated otherwise in writing.
Unless specified otherwise by Astrolift in writing payment is due on the 20th of the month following the date of the invoice.
For projects where work is protracted, progress payments maybe charged based on an estimated percentage of the project completion.
If the purchaser does not pay in accordance with this agreement, then interest may be added to the unpaid amount, at the rate of 1.5% per month from the date the payment was due, until the date of actual payment. The purchaser shall also be liable to pay any costs incurred by Astrolift incidental to the enforcement or attempted enforcement of its rights under the contract.
If as a result of the purchaser's default in payment, a solicitor or debt collector is instructed by Astrolift, the purchaser agrees to pay the solicitor or debt collector's fees and disbursements and charges to Astrolift in full.
Astrolift will do its best to comply with any delivery date agreed with the purchaser but shall not be liable for any delay or for consequential loss resulting from late delivery of goods or for loss or damage to goods after dispatch from Astrolift's store. Delivery is deemed to be complete when the goods have been uplifted by the purchaser or the purchaser's agent or Astrolift's carrier.
Astrolift accepts no responsibility for damage or loss in transit.
If Astrolift is prevented from or is delayed in fulfilling Astrolift's obligations under this agreement where such failure is directly or indirectly caused by or in any way arises or results from force majeure, Astrolift may terminate this agreement by giving written notice to the purchaser. Force majeure shall include by way of example only, flood, earthquake, civil disturbances, war, war rationing allocation or embargoes, national strikes or labour shortages not peculiar to Astrolift’s property or acts of God or government or local or regional authorities or any branch or agency of them.
Risk in the goods passes with the goods and, for the avoidance of doubt, is transferred to the purchaser when the goods are delivered to and signed for by the purchaser.
Insurance for goods during delivery within NZ is the responsibility of the purchaser, even if Astrolift arranges the carrier on the purchaser's behalf. Insurance for all export shipments is automatically included where export freight is arranged by Astrolift on behalf of the purchaser. This insurance will be on-charged to the purchaser.
Risk and Reservation of Title
Risk shall pass to the purchaser when the goods leave Astrolift's premises, even though that Astrolift may arrange delivery or insurance cover. Astrolift shall retain a Purchase Money Security Interest in all goods sold and delivered to the purchaser. Astrolift may perfect its Security Interest by registering financing statement(s) pursuant to the Personal Property Securities Act 1999. The purchaser waives any right to receive verification of any financing statements so registered. If the purchaser fails to comply with Astrolift's terms of payment, Astrolift shall have all rights and remedies as may be available to it, and Astrolift or its authorized agent may enter upon any premises where the goods are situated and take possession of such goods. The purchaser shall fully indemnify Astrolift for any claim and/or demand which may be brought in respect of such entry and taking of possession.
The purchaser agrees to provide all complete, accurate and up-to-date information as Astrolift may reasonably require for registering a financing statement on the Personal Property Securities Register and shall provide not less than 14 days written notice of any proposed change in the purchaser's name or other details.
Any warranty offered by Astrolift is subject to the terms and conditions fully detailed in a separate warranty document. Astrolift gives no undertaking or warranty that goods supplied are fit or suited for any particular purpose or process.
Limitation of Liability
Notwithstanding anything else expressed or implied in these terms and except where a statute requires otherwise, Astrolift shall not be liable for
Any injury to persons or damage to property or
any direct, indirect, consequential, financial or economic loss or damage in contract or in tort such as but not limited to loss of profits, loss of use, loss of power, costs of capital or costs of replacement production arising in any way whether as a result of negligence on the part of Astrolift or its employees, agents or contractors or otherwise arising out of or resulting from the use of the goods whether directly or indirectly.
Consumer Guarantees Act 1993
As all goods and services supplied are for business purposes only, statutory guarantees of the Consumer Guarantees Act shall not apply.
Return of Goods
Goods will not be accepted for credit unless prior written approval is obtained from Astrolift. Such returns shall be made within 14 days of delivery, freight paid, and in original condition. A handling charge of 10% may be charged to the purchaser's account.
An order may not be cancelled by the purchaser after work has started in the manufacturing and/or assembly of goods without the written consent of Astrolift. The purchaser shall reimburse Astrolift for materials, labour and other incidental expenses that may have been incurred before the order was cancelled.
The specifications of goods offered are approximate only. The goods supplied may not be identical to those offered or ordered but will be as similar to those offered or ordered as is reasonably possible.
Operation of Law
These conditions shall be construed, and the rights of the parties to this agreement shall be regulated by the Laws of New Zealand. The parties shall submit to the jurisdiction of New Zealand courts in the event of any dispute.
Bankruptcy of Insolvency
If at any time during the contract the purchaser becomes bankrupt or insolvent or commits any act of bankruptcy or assigns his or her estate for the benefit of his or her creditors and/or being a company be put into liquidation or be voluntarily wound up and/or have a receiver appointed the vendor reserves the right to cancel the contract and in addition to take such remedies against the purchaser for damages and/or other relief as may be available to the vendor.
Each of the parties warrants that it has the power to enter into this agreement and has obtained all the necessary resolutions and approvals to do so.
If any provision of this agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, or indications to that effect are received by either of the parties from any competent authority, that provision will be severed from this agreement and the remaining provisions of this agreement will remain in force and effect unless Astrolift decides that the effect of such severance is to defeat the original intention of the parties in which case Astrolift will be entitled to terminate this agreement by 30 days’ notice to the purchaser.
These terms and conditions shall apply to every contract and quotation between Astrolift and the purchaser. The placing of a purchase order by the purchaser shall be deemed to imply acceptance by the purchaser the general terms and conditions contained in this document.
Astrolift reserves the right to review these terms and conditions at any time. In the event of change(s) being made, the change(s) will take effect from the date on which the purchaser is notified of such changes(s).
No warranties expressed or implied in law, trade, custom or otherwise and no representations, descriptions, conditions or statements are binding on Astrolift unless set out in these terms.
Health and Safety
Some goods supplied by Astrolift may have, due to their intended use and purpose inherent health and safety hazards. Where relevant, the manual and or product information supplied by Astrolift in respect of the goods identifies any actual health and safety hazards.
The purchaser must make its own assessment of the goods and any health and safety hazards they present when operated in the environment for which they were purchased.
Astrolift shall not be liable to the purchaser in respect of any health and safety incident arising as a result of the purchaser using the goods in a manner that is not approved or contemplated by Astrolift.