ACCEPTANCE All orders are taken subject to acceptance by us.
RISK OF LOSS OR DAMAGE Risk of loss or damage of all goods shall pass to the Purchaser when the goods are removed (shipped/couriered/picked up) from C&Y NZ Limited ’s premises, unless otherwise specified in this terms and conditions.
TITLE; OWNERSHIP OF GOODS Title/ownership in each unit of goods shall not pass to the Purchaser until full payment for the goods has been received by C&Y NZ Limited. Until ownership in the goods passed to the Purchaser, the Purchaser will hold the goods as bailee for us. C&Y NZ Limited retains right to enter premises occupied by the Purchaser and to take possession of the goods at any time after payment is due. If the Purchaser resells the goods or any of them before such payment is made, the Purchaser shall hole the sale proceeds for and on C&Y NZ Limited ’s account. The Purchaser agrees to grant a purchase money security interest to C&Y NZ Limited, as is defined in the Personal Property Security Securities Act 1999, on terms as set out in any such agreement.
INSURANCE Goods supplied are not insured by us against damage or loss as from the time risk in the goods passes to the Purchaser as set out above. The Purchaser shall as from the time be responsible for arranging sufficient insurance to cover all loss of or damage to the goods however incurred or caused (including loss or damage incurred or caused during delivery).
TERMS OF PAYMENT Payment is to be made without deduction or set-off of any kind no later than the 20th of the month after the date of the invoice. Where any payment is not made on the due date, then without prejudice C&Y NZ Limited may (a) charge interest, by way of liquidated damages, on all overdue accounts; (b) withhold deliveries or cancel undelivered orders; (c) cancel any other order and retain as liquidated damages any money paid by the purchaser and sue the purchaser for damages; (d) cancel any other contract or arrangement with the purchaser or suspend performance of such contract or arrangement pending payment without being liable to the purchaser for any losses it might suffer.
PRICES Prices may be altered without notice. For Credit Account holders, we will endeavour to provide new price lists in advance of the date of effective change.
EXCUSABLE DELAY We do not assume any liability or responsibility for delays in or failure to make delivery on the required date for both Credit Account and Cash Sales due to conditions over which fall out of our control. Fires, floods, strikes, accidents, shortages, or other causes beyond the reasonable control of the parties, which prevent C&Y NZ Limited from delivering, or Purchaser from receiving, any of the goods and services covered by this Terms and conditions, shall suspend deliveries until the cause is removed
ASSIGNMENT Purchaser shall not assign, transfer, or subcontract this agreement or any right or obligation hereunder without C&Y NZ Limited ’s written consent.
WARRANTIES By accepting this Terms and conditions, C&Y NZ Limited warrants that the goods and services furnished will be free from defects in materials and workmanship, merchantable and in full conformity with Purchaser’s specifications, drawings, and data, and C&Y NZ Limited ’s descriptions, promises, or samples, and that such goods will be fit for the Purchaser’s intended use, provided C&Y NZ Limited has reason to know of such use, and that C&Y NZ Limited will convey good title to the goods, free and clear from all liens, claims, and encumbrances.
PERSONAL PROPERTY SECURITIES ACT 1999 The purchaser acknowledges that these terms and conditions shall be considered a security agreement that create a security interest in all present and after acquired goods and any proceeds of the sale of the goods as security for all of the purchaser’s obligations to C&Y NZ Limited pursuant to Personal Property Securities Act 1999 (“PPSA”) and that C&Y NZ Limited may register a financing statement to perfect its security interest in the goods delivered or to be delivered to the purchaser in accordance with the PPSA. The purchaser shall provide all information, execute or arrange for execution of all documents and do all other things that the Company may require to ensure that C&Y NZ Limited has a perfected first ranking security interest in the goods under the PPSA.
WARRANTIES AND LIABILITIES EXCLUSION Subject to Consumer Guarantees Act 1993, we will not be liable for any damage caused either to the goods, or to other property, as a result of malfunction of the goods if they are fitted or installed in an untradesmanlike manner, or in any adapted to a use for which they are not specifically intended, or are repaired using components not recommended or approved by us. Regardless of the legal basis of any claim of any kind made against C&Y NZ Limited, C&Y NZ Limited’s maximum liability to the purchaser under any circumstances shall not exceed the purchase price paid or payable for the goods supplied by C&Y NZ Limited which gave rise to that claim.
PURCHASER’S TERMS AND CONDITIONS APPLY Acknowledgment of the Terms and conditions, shipment of any goods, or commencement of work pursuant to the Terms and conditions shall be deemed an acceptance of these General Terms and Conditions. No modification of or release from this Terms and conditions shall be binding unless agreed to in writing by the parties and specifically labeled as a modification or release. Unless specifically agreed to otherwise by Purchaser and C&Y NZ Limited, these terms and conditions supersede any submitted by C&Y NZ Limited in any proposal or acknowledgment.
CONFIDENTIALITY; LIMITED USE Unless otherwise agreed by C&Y NZ Limited in writing, Purchaser shall keep confidential and not disclose to any third party, any confidential and/or proprietary materials provided by C&Y NZ Limited to Purchaser in connection with this Terms and conditions or prepared by C&Y NZ Limited specifically for Purchaser pursuant to this Terms and conditions, including but not limited to any prices, drawings, specifications, raw materials, components, business information or plans, customer lists or other customer information (“Confidential Information”).
INFORMATION AND PRIVACY ACT In respect to Credit Account holders, for the purpose of facilitating the efficient business relationship, the Purchaser authorises C&Y NZ Limited to collect all information it may require from any third parties and authorises those third parties to release that information to C&Y NZ Limited. The purchaser further authorises C&Y NZ Limited to hold all such information given and to use that information to facilitate collection of overdue accounts from the Purchaser.
