GENERAL TERMS AND CONDITIONS OF CONTRACT
Of ICONA Limited “Vendor”
1.1 “Seller” shall mean ICONA Limited, or any agents, employees, successors or assigns thereof.
1.2 “Owner” shall mean the entity or person named on any form provided by the Owner to the Seller (or any person acting on behalf of and with the authority of such entity or person) who buys or agrees to buy works (which includes materials to complete the works). If the Owner includes two or more persons, those persons’ liability is joint and several.
2.1 This contract shall be subject to the laws and statutes of New Zealand and subject to the jurisdiction of the court geographically closest to the physical address of the Seller.
2.2 The Seller may sub-contract any part of this contract. No-subcontractor has any authority to agree to any variation of this contract on behalf of the Seller.
2.3 Any instructions received by the Seller from the Owner for the supply of works shall constitute acceptance of this contract.
2.4 The Seller may submit a detailed payment claim at intervals not less than one (1) week for work performed up to the end of each week.
2.5 Where a quotation is given then it shall only be binding for thirty (30) days from the date of issue, and where additional works are required the Buyer agrees to pay the additional price of such works.
2.6 Any quotation given by ICONA is a mere invitation to treat and does not constitute a contractual offer. All quotations hold for thirty days after issue but ICONA may withdraw a quotation at any time. Prices included in the quotation are based on the specification, drawings and /or requests by the Applicant. Should the specification or Applicants request change, then ICONA reserves the right to vary the quotation price. Applicant is responsible for freight costs.
3.1 The Seller may require a deposit to be made before commencing the works or equipment procurement.
3.2 Payment shall be due the 20th day of the month following the invoice date for credit account balances.
3.3 At the Seller’s sole discretion payment of the price may be made by instalment.
3.4 All Purchases of equipment exceeding the sum of $10,000 will be cash on delivery or installation basis unless otherwise negotiated.
3.5 The supplier may in its sole and absolute discretion withdraw any credit facility granted without notice.
4.1 The warranties on equipment shall be as per the manufacturers stated warranty period for the date of installation or delivery.
5.1 Without prejudice to any other rights or remedies that the Seller may have against the Owner, the Owner agrees that in the event of default in payment by the Owner then the Owner agrees to pay on demand;
a) all costs (including, but not limited to, collection agency fees, commission, legal fees and any other costs on a solicitor and own client basis) incurred by the Seller in recovering any amounts payable by the Owner to the Seller; and
b) interest on the amount outstanding at the end of each month in which the Owners account is in arrears at the rate of two percent (2%) per month (compounding) with such a rate after as well as before any judgement; and
c) a monthly administration fee of twenty five dollars ($25) by way of damages payable on the last day of each month in which the Owners account is in default.
- Privacy Act
6.1 The Owner acknowledges that personal information collected or held by the Seller is provided and may be held, used and disclosed for the purpose enabling the Seller to notify any credit agency of default on any obligation of the Owner to the Seller and enabling the Seller to provide such personal information to any credit agency so such credit agency can maintain correct accounting records.
7.1 The works shall be deemed to be completed when either (in the Seller’s sole opinion) the works have been completed in accordance with the plans and specifications, or the Owner is given notice of practical completion.
7.2 The time agreed for delivery (if any) shall not be an essential term of this agreement unless the parties agree otherwise in writing to make time of the essence.
7.3 Any claim by the Owner as to incorrect performance or breach of this contract must be made to the Seller in writing within seven (7) days of completion (time being of the essence) of the works otherwise the Seller shall be entitled to presume that the works have been delivered in good order and without defect or shortage in quantity.
- Limitation of Liabilities
8.1 If the Seller is ever liable to the Owner, or any other person, and the Seller cannot rely on the exclusions or representations, warranties, or liabilities set out in these terms and conditions then the Seller’s liability is in all cases limited to the price.
- Force Majeure
9.1 If delivery is prevented or delayed, in part or all, by reason of Acts of God, or the consequence thereof including, but not limited to fire, flood typhoon, earthquakes, or by reason of riots wars hostilities, government restrictions trade embargos, strikes, lockouts, labour disputes boycotting of goods, ship shortage, manufactures bankruptcy, delays or damage in transportation or other causes beyond the Suppliers control, the Supplier may, at its option, perform the contract or the unfulfilled portion thereof within a reasonable time from the removal of the cause preventing or delaying performance, or rescind unconditionally and without liability, or the unfulfilled portion thereof . If the Seller is ever liable to the Owner, or any other person, and the Seller cannot rely on the exclusions or representations, warranties, or liabilities set out in these terms and conditions then the Seller’s liability is in all cases limited to the price.
- Caveat and Mortgage
10.1 The Owner agrees that the Seller shall have the right to complete and register a mortgage over any property owned by the Owner to secure any amount outstanding and that the Seller shall have the right at its discretion to place a caveat on any such property for the purpose of this clause and the Owner hereby irrevocably appoints the Seller as the attorney of the Owner for the purpose of the Seller exercising its rights under this clause whilst any amount remains in default.
10.2 Should the Seller elect to proceed in any manner in accordance with clause 9.1, the Owner and/or guarantor shall indemnify the Seller from and against all the Seller’s costs and disbursements including legal costs on a solicitor and own client basis.
The above terms and conditions have effect except as expressly modified or inconsistent with any other express terms and conditions made between the vendor and the customer from time to time in respect of sales of the products.