Terms and Conditions of Sale
NZ Gaskets Limited (NZG) supplies all goods to you subject to these terms and conditions.
1.1. By placing an order with NZG, you accept these terms and conditions, despite
anything stated to the contrary on your order, terms and conditions of purchase
or similar document
2.1. All orders will be filled at prices quoted by NZG in writing or otherwise current
at the date of delivery of the goods. Prices are subject to change without notice.
2.2. Unless stated otherwise, all prices are exclusive of GST or other taxes payable
on goods supplied or on any amount payable under clause 7, freight costs, insurance
charges and maintenance costs. You must pay all of these taxes and charges unless
NZG agrees otherwise in writing.
3. TERMS OF PAYMENT
3.1. Payment is due in cash at the time you place an order with NZG for the goods,
unless NZG has previously agreed to supply you on trade terms.
3.2. Where NZG has agreed to supply you on trade terms, payment is due on the 20th
of the month following the date of invoice.
3.3. You must make payment of all amounts owing to NZG without any set-off or deduction.
4.1. Dates given for delivery are stated in good faith but are not treated as a
condition of sale. If delivery of the goods is delayed for any reason at all, NZG
will not be responsible or liable in any way to you or any other party for loss
suffered due to the delay.
4.2. NZG may make delivery by instalments and may cancel delivery of the goods or
any instalments of the goods without limiting or affecting our rights to recover
all money you owe NZG for deliveries already made.
4.3. Where you do not take delivery of the goods by the delivery date specified
or any later date NZG agrees on, you must pay reasonable storage costs until you
take delivery of the goods. NZG will determine the costs of storage and may invoice
4.4. NZG will not accept any claim for discrepancy in orders unless you make written
claim to us within 48 hours of delivery.
4.5. Delivery by NZG to a carrier will be deemed to be delivery to you.
5. CONSUMER GUARANTEES ACT
5.1. If you are a consumer under the Consumer Guarantees Act 1993 and you have not
contracted out of that Act under clause 6.1 of these terms and conditions, you may
have certain rights under that Act, and nothing in these terms and conditions limits
6. WARRANTIES AND CONDITIONS
6.1. Where this agreement would otherwise be subject to the Consumer Guarantees
Act 1993 (“Act”), and you are acquiring the goods for business purposes as defined
in the Act, you agree that you are acquiring the goods for business purposes and
that the Act does not apply to the supply of the goods to you.
6.2. Where you supply goods to one of your customers and the supply of goods to
that customer would otherwise be subject to the Act, and the customer acquires or
holds him or her self out as acquiring the goods for business purposes as defined
in the Act, then you warrant that you will obtain the written agreement of the customer
that the Act will not apply to the supply to him, her or it.
6.3. You must ensure that you purchase goods which are appropriate for their proposed
6.3.1. Our liability in relation to the supply of goods is limited as set out in
6.4. With the exception of any express written warranty we give, no warranty or
condition will be implied against us by any statute, at common law or otherwise
and no representation, condition, warranty or variation of these terms and conditions
will bind us unless it is in writing and signed for NZG or on its behalf.
7. OWNERSHIP AND RISK
7.1. Risk in the goods will pass to you on delivery into your custody or custody
of anyone acting on your behalf even though ownership in the goods may not have
passed to you. You must insure the goods in NZG’s name and your name for our respective
interests from the time of delivery until payment in full.
7.2. NZG will retain legal and beneficial ownership of any and all goods and/or
any other goods which the goods have been incorporated or mixed with (‘mixed goods’)
until NZG receives payment in full for them and all other amounts owing to NZG,
and until you have satisfied all obligations you owe NZG, even though NZG may have
granted you a period of credit.
7.3. You hold the goods and/or mixed goods as fiduciary bailee and agent for NZG
and must store the goods and/or mixed goods in such a way that they are clearly
identifiable as NZG’s property. You must keep separate records in respect of the
goods and/or mixed goods, until payment in full has been made.
7.4. You will not sell, dispose of or otherwise part with possession of the goods
and/or mixed goods except that you may sell them in the ordinary course of your
business. Where you do sell or otherwise dispose of the goods and/or mixed goods
prior to payment in full you must hold the proceeds of sale in a fund separate from
your own money.
8.1. Where NZG considers you may be unable to meet your payment obligations to NZG,
NZG may, without limiting or affecting our other rights and remedies, do all or
any of the following:
8.1.1. Require you to stop selling or otherwise disposing of the goods or mixed
8.1.2. Demand payment of all or part of any sums due;
8.1.3. Require security for your obligations before NZG make any further supplies
8.1.4. Without notice, withhold deliveries of goods ordered by you.
8.2.1. You are in breach of any of these terms and conditions (including failure
to make payment on due date); or
8.2.2. You become insolvent or are adjudicated bankrupt or an application is made
for your liquidation or a liquidator or a receiver is appointed in respect of your
8.2.3. You no longer carry on business or threaten to stop carrying on business;
8.2.4. An arrangement is made or likely to be made with your creditors;
8.2.5. Then, without limiting or affecting our other rights and remedies, NZG may
do all or any of the following:
22.214.171.124. Where you have failed to make payment on due date, require you to compensate
NZG by making payment to NZG on demand of interest as liquidated damages on the
amount due from the due date until the date of payment at a rate equal to two (2)
percent above the current overdraft rate which NZG have with our principal trading
bank (in addition to you remaining liable for the full amount outstanding);
126.96.36.199. Cancel this and any other contract of supply with you;
188.8.131.52. Recover and/or resell any of the goods and/or mixed goods and enter any
premises where NZG believes the goods and/or the mixed goods are stored and you
grant NZG an irrevocable right and authority to do so. NZG may only recover and
resell for NZG’s own account sufficient goods or mixed goods to satisfy all unpaid
liabilities, the costs of recovery and resale and the costs referred to in clause
8.3. If NZG recovers any excess, NZG will not be liable in damages to you but must
account to you for the excess.
8.3. You will pay all costs and expenses (including costs on a solicitor/client
basis and debt collector’s costs) NZG incur in enforcing or attempting to enforce
our rights under this clause. NZG may deduct any costs and expenses incurred from
the proceeds of sale of any goods or mixed goods recovered from you.
8.4. Your payments will be applied first in reduction of interest, liquidation damages
and costs due under this clause, with the balance being applied in reduction of
any amounts due under clause 3.
9. CLAIMS FOR DAMAGED OR DEFECTIVE GOODS
9.1. Subject to clauses 5, 6 and 11, NZG may at our discretion, repair any damaged
or defective goods or make a reasonable allowance on the purchase of goods to replace
the goods provided:
9.1.1. You return the goods within seven days of delivery at your cost, together
with a copy of the invoice and a claim specifically identifying the damage or defect(s);
9.1.2. NZG has a reasonable opportunity to investigate the claim.
9.2. If you do not comply with the above requirements, you will be deemed to have
accepted the goods and NZG will not incur any liability whatsoever to you in relation
to the goods.
10. CREDITS FOR RETURNED GOODS
10.1. NZG may at its discretion, give credit for returned goods which are delivered
to NZG within seven (7) days at your costs in the same condition and packaging in
which they were dispatched, with a copy of NZG’s invoice.
10.2. Goods returned for credit will attract a 10% re-stocking fee.
11. LIMITATION OF LIABILITY
11.1. Without restricting the limitations of liability contained elsewhere in these
terms and conditions, NZG’s liability in relation to the supply of the goods and
the goods themselves is limited to the purchase price of the goods in respect of
which such liability arises. NZG has no further liability or responsibility for
any direct, indirect or consequential injury, loss or damage of whatever type or
11.2. NZG is not responsible for any damage whatsoever caused either to the goods
supplied or as a result of the malfunction of the goods if:
11.2.1. The goods are fitted by unqualified tradespersons or are fitted in an unprofessional
11.2.2. The goods are adapted to a use for which they are not specifically intended.
11.2.3. The goods are added to or repaired using components not recommended or approved
by us or the manufacturer; or
11.2.4. The goods are improperly stored or transported.
12. FORCE MAJEURE
12.1. NZG will not be in breach of these terms and conditions because of any failure
on our part directly or indirectly due to wars, strikes, lockouts, delays or defaults
of manufacturers or suppliers, acts of God or any other cause (whether similar or
dissimilar) beyond our reasonable control.
13.1. You indemnify NZG against any liability for any direct, indirect or consequential
injury, loss or damage arising out of any act, default or omission of, or any representation
made by you or your servants or agents.
13.2. If any of these terms or conditions is held by a court to be ineffective because
of non-registration, illegality or any other reason, then that term or condition
or part of it will be severed from all other terms and conditions without affecting
the validity or enforceability of all other terms and conditions or part of them.
13.3. No waiver by NZG of any term or condition will constitute a waiver of any
other of these terms or conditions.
13.4. NZG may vary these terms and conditions at any time by notice in writing to
you. You may not vary these terms and conditions unless NZG agrees in writing.