- “Seller” and/or “Company” shall mean Quick Brown Box Limited and its successors and assigns.
- "Buyer” shall mean the buyer or any person acting on behalf of and with the authority of the buyer.
- “Collateral” means all Goods supplied by the Seller to the Buyer including (but not limited to) cartons, corrugated board, sundries and any item of the type described in any invoice, quotation, work authorisation, sales order, work commencement form or any other document which shall be deemed to form part of this Quotation insofar as it describes Goods supplied by the Seller to the Buyer.
- “Goods” shall have the same meaning as in section 16(1) of the Personal Property Securities Act 1999 and are goods supplied by the Seller to the Buyer (and where the context so permits shall include any supply of Services as hereinafter defi ned).
- “Price” shall mean the cost of the goods as agreed between the Seller and the Buyer subject to clause 4 of this Quotation.
- The Buyer by signing this Quotation agrees that any Goods supplied by the Seller to the Buyer pursuant to this Quotation shall be subject to the Terms and shall form part of the Collateral under this Quotation.
- Notwithstanding clause 2.1, the Seller need not accept any further order from the Buyer.
- Once accepted, these Terms are irrevocable and can only be rescinded in accordance with this Quotation or with the written consent of the Seller.
- The Goods shall be as described on the Quotation as provided by the Seller to the Buyer.
4. Price and Payment
- At the Sellers sole discretion the Price shall be as indicated on the Quotation;
- Time for payment for the Goods shall be of the essence and will be stated on the Quotation or any other order forms. If no time is stated then payment shall be due on the 20th of month following the invoice date.
- Payment will be made by the due date without deduction or set off (including equitable) for any reason whatsoever.
- Unless expressly stated in writing the Price excludes GST.
- All risk for the Goods passes to the Buyer on delivery notwithstanding the Seller may retain ownership in accordance with clause 8. If any of the Goods are damaged or destroyed prior to ownership passing to the Buyer, the Seller is entitled, without prejudice to any of its other rights or remedies to receive all insurance proceeds payable in respect of the Goods. This applies whether or not the Price has become payable under these Terms. The production of these Terms by the Seller is sufficient evidence of the Seller’s rights to receive the insurance proceeds without the need for any person dealing with the Seller to make further enquiries.
- The Seller warrants that all Collateral is reasonably fi t for the purposes disclosed and no responsibility will be accepted by the Seller for any defective item unless written notice of the defect is forwarded to the Seller and the Seller has been given the opportunity of first rectifying the defect in accordance with clause 6.2.
- The Buyer shall inspect the Goods on delivery and shall within twenty one (21) days of delivery notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery if the Buyer believes the goods are defective in any way. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the Terms and free from any defect or damage.
7. Default & Consequences Of Default
- Interest on overdue invoices shall accrue daily from the date when payment becomes due as described in the Quotation until the date of actual payment at a rate of 2.5% per calendar month.
- The Buyer shall indemnify the Seller from and against all the Seller’s costs of collection and disbursements including on a solicitor/client basis.
- Without prejudice to any other remedies the Seller may have, the Seller may suspend or terminate the supply of Goods to the Buyer and any of its other obligations if the Buyer is in breach under the Terms. The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller exercised its rights under this clause.
- Property in the Goods shall not pass until:
(a) The Buyer has paid all amounts owing for all Goods provided by the Seller to the Buyer; and
(b) The Buyer has met all other obligations due by the Buyer to the Seller in respect of the Quotation.
- It is further agreed that:
(a) The Goods and proceeds of the sale of the Goods, shall be kept separate until the Seller has received payment for the Goods and all other obligations of the Buyer are met
(b) The Buyer shall not deal with the proceeds arising from the sale of the Goods of the Seller in any way which may be adverse to the Seller.
(c) Until such time as ownership of the Goods shall pass from the Seller to the Buyer the Seller may give notice in writing to the Buyer to return the Goods or any of them to the Seller. Upon such notice the rights of the Buyer to obtain ownership or any other interest in the Goods shall cease.
(d) If the Buyer fails to return the Goods to the Seller then the Seller or the Seller’s agent may enter upon and into land and premises owned, occupied or used by the Buyer, or any premises as the invitee of the Buyer, where the Goods are situated and take possession of the Goods, without being responsible for any damage thereby caused.
(e) The Buyer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Seller.
(f) The Seller may require payment of the Price or the balance of the Price due together with any other amounts due from the Buyer to the Seller arising out of these Terms, and the Seller may take any lawful steps to require payment of the amounts due and the Price.
(g) The Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Buyer.
- The Seller’s total liability to the Buyer in respect of any loss or damage whatsoever and whether arising out of contract, tort, negligence, equity or statute is hereby expressly limited to, at the Seller’s sole discretion, the direct cost of replacing or repairing free of charge all such Collateral as has proven defective in accordance with the provisions of clause 6 provided however that the Seller shall not be liable for any loss or damage which is beyond the reasonable control of the Seller.
- Except as expressly stated in clause 9.1 the Seller excludes all other liability to the Buyer in respect of any loss or damage whatsoever and whether arising out of contract, tort, negligence, equity or statute. This exclusion shall also apply for the benefit of the Seller’s employees, agents, subcontractors and suppliers.
- Notwithstanding that the Seller has set out in clause 9.1 the full extent of the Buyer’s right to claim from Seller and has excluded all other liability of the Seller (and any other person listed in clause 9.2) to the Buyer, in the event that Seller (or any of the persons listed in clause 9.2) is found to be liable to the Buyer for any reason whatsoever the Buyer and Seller agree that the combined maximum amount the Seller (or the other persons listed in clause 9.2) shall have to pay to the Buyer is $1000.00 per event series of events or a total of $5000.00 in any 12 month period.
- If any provision of these Terms shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected.
- The Seller reserves the right to review these Terms at any time and from time to time. If, following any such review, there is to be any change in such Terms, that change will take effect from the date on which the Seller notifies the Buyer of such change.
- Other than as set out in clause 1.3, these Terms contain the entire agreement between the parties and replaces all prior negotiations, agreements, arrangements or understandings whether oral or written. No oral explanation or oral information given by any party to the other party shall alter the meaning or interpretation of these Terms and these Terms may only be varied by agreement in writing and signed by the Seller. The Buyer acknowledges that they have not relied on any representation by the Seller except as set out herein.
- These Terms shall be governed and interpreted according to the Laws of New Zealand.