TERMS & CONDITIONS OF TRADE
1. “Vartec” shall mean Vartec Industrial Ltd, or any agents or employees thereof.
2. “Customer” shall mean the customer, or any person acting on behalf of and with the authority of the customer, or any person purchasing products and services from Vartec.
1.3“Products” shall mean:
1.3.1 all Products of the general description specified on the front of this agreement and supplied by Vartec to the Customer and
1.3.2 all Products supplied by Vartec to the Customer ; and
1.3.3 all inventory of the Customer that is supplied by Vartec ; and
1.3.4 all Products supplied by Vartec and further identified in any invoice issued by Vartec to the Customer which invoice are deemed to be incorporated into and form part of this agreement; and
1.3.5 all Product that are marked as having been supplied by Vartec or that are stored by the Customer in a manner that enables them to be identified as having been supplied by Vartec ; and
1.3.6 all of the Customer’s present and after-acquired Products that Vartec has performed work on or to or in which goods or materials supplied or financed by Vartec have been attached or incorporated.
1.3.7 The above descriptions may overlap but each Is independent of and does not limit the others.
1.4 “ Products” shall also mean all products, goods, services and advice provided by Vartec to the Customer and shall include without limitation the manufacture and supply of bolts, nuts, fasteners and other steel products and all charges for labour, hire charges, insurance charges associated with the supply of Products by Vartec to the Customer.
1.5 “Price” shall mean the cost of the Products as agreed between Vartec and the Customer and includes all disbursements e.g. charges Vartec pay to others on the Customer’s behalf subject to clause 4 of this contract.
2.1 Any instructions received by Vartec from the Customer for the supply of Products shall constitute a binding contract and acceptance of the terms and conditions contained herein.
- COLLECTION AND USE OF INFORMATION
3.1 The Customer authorises Vartec to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under this contract, or marketing any Products provided by Vartec to nay other party.
3.2 The Customer authorises Vartec to disclose any information obtained to any person for the purposes set out in clause 3.1.
3.3 Where the Customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.
4.1 Where no price is stated in writing or agreed to orally the Products shall be deemed to be sold by Vartec at the time of the contract.
4.2 The price may be increased by the amount of any reasonable increase in the cost of supply of the Products that is beyond the control of Vartec between the date of the contract and delivery of the Products.
4.3 A minimum invoice value of $30.00 plus GST is charged for Vartec.
5.1 Payment for Products shall be made in full on or before the 20th day of the month following the date of the invoice (“the due date”)
5.2 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
5.3 Any expenses, disbursements and legal costs incurred by Vartec in the enforcement of any rights contained in this contract shall be paid by the Customer, including any reasonable solicitor’s fees or debt collection agency fees.
5.4 Receipt of a cheque , bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
5.5 A deposit may be required.
6.1 Where a quotation is given by Vartec for Products:
6.1.1 Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
6.1.2 The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary;
6.1.3 Vartec reserve the right to alter the quotation because of circumstances beyond its control
6.2 Where Products are required in addition to the quotation the Customer agrees to pay for the additional cost of such Products.
7.1 The Products remain at Vartec risk until delivery to the Customer.
7.2 Delivery of Products shall be deemed complete when Vartec gives possession of the Products directly to the Customer or possession of the Products is given to a carrier, courier, or other bailee for purposes of transmission to the Customer.
7.3 The time agreed for delivery shall not be an essential term of this contract unless the Customer gives written notice to Vartec making time of the essence.
7.4 Where Vartec delivers Products t to the Customer by instalments and Vartec fails to deliver or supply one or more install the Customer shall not have the right to cancel the contract but shall have the right to claim compensation as a severable breach.
- TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
8.1 Title in any Products supplied by Vartec passes to the Customer only when the Customer has made payment in full for all Products provided by Vartec and of all other sums due to Vartec by the Customer on any account what so ever. Until all sums due to Vartec by the Customer have been paid in full, Vartec has a security interest in all Products.
8.2 If the Products 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 Products shall remain with Vartec until the Customer has made payment for all Products, and where those Products are mixed with other property so as to be part of or a constituent of any new Products, title to these new Products shall deemed to be assigned to Vartec as security for the full satisfaction by the Customer of the full amount owing betweenVartec and Customer.
8.3 The Customer gives irrevocable authority to Vartec to enter any premises occupied by the Customer or on which Products are situated at any reasonable time after default by the Customer or before default if Vartec believes a default is likely and to remove and repossess any Products and any other property to which Products are attached or in which Products are incorporated. Vartec 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. Vartec may either resell any repossessed Products 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 Products and credit the Customer’s account with the invoice value there of less such sum as Vartec reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
8.4 Where Products are retained by Vartec pursuant to clause 8.3 the Customer waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under s.121 of the PPSA.
8.5 The following shall constitute defaults by the Customer.
8.5.1 Non payment of any sum by the due date.
8.5.2 The Customer intimates that it will not pay any sum by the due date.
8.5.3 Any Products are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Products.
8.5.4 Any Products in the possession of the Customer are materially damaged white any sum due from the Customer to Vartec remains unpaid.
8.5.5 The Customer is bankrupted or put into liquidation or a receiver is appointed to nay of the Customer’s assets or a landlord distrains against any of the Customer’s assets.
8.5.6 A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
8.5.7 Any Material adverse change in the financial position of the Customer.
9 PAYMENT ALLOCATION
9.1 Vartec may in its discretion allocate any payment received from the Customer towards any invoice that Vartec determines and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated. In the absence of any payment allocation by Vartec, payment shall be deemed to be allocated in such manner as preserves the maximum value of Vartec purchase money security interest in the Products.
10 DISPUTES AND RETURN OF PRODUCTS
10.1 No claim relating to the Products will be considered unless made within seven (7) days of delivery.
10.2 No Products accepted for return without prior approval of Vartec. Only Products in original, undamaged, unopened and unused condition will be considered for return.A 15% restocking fee applies to returns. There will be no returns on special orders. The Customer is liable for all costs associated with Products accepted for return.
11.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Vartec which cannot by law(or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terns imposed on Vartec. Vartec liability shall, where it is allowed, be excluded or if not able to be excluded only to the minimum extent required by the relevant statute.
11.2 Except as otherwise provided by clause 11.1 Vartec shall not be liable for:
11.2.1 Any loss or damage of any kind whatsoever, arising from the supply of Products by Vartec to the Customer including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Products provided by Vartec to the Customer; and
11.2.2 The Customer shall indemnify Vartec against all claims and loss of any kind what so ever 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 Vartec or otherwise, brought by nay person in connection with any matter, act, omission, or error by Vartec its agents or employees in connection with the Products.
12.1 Manufacturer’s warranty applies applicable.
13 CONSUMER GUARANTEES ACT
13.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Products from Vartec for the purposes of a business in terms of section 2 and 43 of that Act.
14.1 Vartec shall not be liable for delay of failure to perform its obligations if the cause of the delay or failure is beyond its control.
14.2 Failure by Vartec 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 obligations Vartec has under this contract.
14.3 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.