Page 183 - Eurotec-Ltd-Price-Book-2017-2018-Online

Eurotec Ltd Conditions of Sale

1. Definitions
1.1 “Seller” shall mean Eurotec Ltd and its successors and assigns. applies whether or not the Price has become payable under these terms and
1.2 “Buyer” shall mean the Buyer or any person acting on behalf of and with the conditions. The production of these terms and conditions by the Seller is sufficient
authority of the Buyer. evidence of the Seller’s rights to receive the insurance proceeds without the need for
1.3 “Guarantor” means that person (or persons), or entity that agrees herein to be any person dealing with the Seller to make further enquiries.
liable for the debts of the Buyer on a principal debtor basis. 7.Defects/Returns/Order Cancellations
1.4 “Goods” shall have the same meaning as in section 2 of the Sale of Goods Act 7.1 The Buyer shall inspect the Goods on delivery and shall within fourteen (14) days
1908 and are goods supplied by the Seller to the Buyer (and where the context so of delivery notify the Seller of any alleged defect, shortage in quantity, damage or
permits shall include any supply of Services as hereinafter defined). failure to comply with the description or quote. The Buyer shall afford the Seller an
1.5 “Services” shall mean all services supplied by the Seller to the Buyer and opportunity to inspect the Goods within a reasonable time following delivery if the
includes any advice or recommendations (and where the context so permits shall Buyer believes the Goods are defective in any way. If the Buyer shall fail to comply
include any supply of Goods as defined above). with these provisions the Goods shall be conclusively presumed to be in accordance
1.6 “Price” shall mean the cost of the Goods as agreed between the Seller and the with the terms and conditions and free from any defect or damage.
Buyer subject to clause 4 of this contract.
7.2 For defective Goods, which the Seller has agreed in writing that the Buyer is
2. Acceptance entitled to reject, the Seller’s liability is limited to either (at the Seller’s discretion)
2.1 Any instructions received by the Seller from the Buyer for the supply of Goods replacing the Goods or repairing the Goods provided that:
and/or the Buyer’s acceptance of Goods supplied by the Seller shall constitute (a) the Buyer has complied with the provisions of clause 7.1;
acceptance of the terms and conditions contained herein. (b) the Seller will not be liable for Goods which have not been stored or used in a
2.2 Where more than one Buyer has entered into this agreement, the Buyers shall proper manner;
be jointly and severally liable for all payments of the Price. (c) the Goods are returned in the condition in which they were delivered and with
2.3 Upon acceptance of these terms and conditions by the Buyer the terms and all packaging material, brochures and instruction material in as new condition as is
conditions are irrevocable and can only be rescinded in accordance with these reasonably possible in the circumstances.
terms and conditions or with the written consent of the manager of the Seller.
2.4 None of the Seller’s agents or representatives are authorised to make any 7.3 The Seller may (in its discretion) accept the Goods for credit but this may incur a
representations, statements, conditions or agreements not expressed by the handling fee (of at least 15% of the value of the returned Goods) as determined by the
manager of the Seller in writing nor is the Seller bound by any such unauthorised Seller from time to time plus any freight.
statements. 7.4 Goods specially Indented or manufactured for the Buyer will not be accepted back
for credit.
3. Goods / Services 7.5 Cancellation of any order or backorder placed by the Buyer must be received in
3.1 The Goods and/or Services are as described on the invoices, quotation, work writing by the Seller prior to actual delivery of the goods. Indent orders cannot be
authorisation or any other work commencement forms as provided by the Seller cancelled by the Buyer unless cancellation is agreed to by the supplier of the goods
to the Buyer.
to the Seller.
4. Price And Payment 8. Warranty
4.1 At the Seller’s sole discretion the Price shall be either; 8.1 Subject to the conditions of warranty set out in Clause 8.2 the Seller warrants that
(a) as indicated on invoices provided by the Seller to the Buyer in respect of if any defect in any workmanship of the Seller becomes apparent and is reported to
Goods supplied; or the Seller within twelve (12) months of the date of delivery (time being of the essence)
(b) Seller’s quoted Price (excluding engineering or commissioning unless specified) then the Seller will either (at the Seller’s sole discretion) repair the defect or remedy the
which (subject to clause 4.2) shall be binding upon the Seller provided that the workmanship.
Buyer shall accept in writing the Seller’s quotation within thirty (30) days. 8.2 The conditions applicable to the warranty given by Clause 8.1 are:
4.2 Any variation from the plan of scheduled works or specifications (including, (a)The warranty shall not cover any defect or damage which may be caused or partly
without limitation, foreign exchange fluctuations, taxes and duties, provisions of caused by or arise through:
any Acts, By-Law, Order or Regulation of any parliament, municipality or local i)Failure on the part of the Buyer to properly maintain any Goods; or
authority enacted after the date of contract between the Buyer and Seller) will be ii)Failure on the part of the Buyer to follow any instructions or guidelines provided by
charged for on the basis of the Seller’s quotation and will be shown as extras on the Seller; or
the invoice. Payment for all extras must be made in full at their time of completion. iii)Any use of any Goods otherwise than for any application specified on a quote or
4.3 Quoted Prices shall be based on those ruling at the date of quotation. Indent order form; or
prices are based on the exchange rate and freight rates ruling at date of quotation. iv)The continued use of any Goods after any defect becomes apparent or would have
All prices are ex-store Auckland. become apparent to a reasonably prudent operator or user; or
4.4 Time for payment for the Goods shall be of the essence and will be stated on v)Fair wear and tear, any accident or act of God.
the invoice, quotation or any other order forms. If no time is stated then payment
shall be on delivery of the Goods. (b) The warranty shall cease and the Seller shall thereafter in no circumstances be
4.5 At the Seller’s sole discretion, payment for approved Buyer’s shall be due liable under the terms of the warranty if the workmanship is repaired, altered or
twenty (20) days following the end of the month in which the Goods and/or Ser- overhauled without the Seller’s consent.
vices were provided. (c) In respect of all claims the Seller shall not be liable to compensate the Buyer
4.6 Payment will be made by cash on delivery, or by cheque, or by bank cheque, for any delay in either replacing or repairing the workmanship/Goods or in properly
or by credit card, or by direct credit, or by any other method as agreed to between assessing the Buyer’s claim.
the Buyer and the Seller. 8.3 For Goods not manufactured by the Seller, the warranty shall be the warranty
4.7 The Price shall be increased by the amount of any GST and other taxes and described in Clause 8.1 unless the manufacturer of the Goods provides a longer
duties which may be applicable, except to the extent that such taxes are expressly warranty period in which case that longer period will apply.
included in any quotation given by the Seller.
9. Default & Consequences Of Default
5. Delivery Of Goods 9.1 Interest on overdue invoices shall accrue from the date when payment becomes
5.1 Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall due daily until the date of payment at a rate of 2.5% compounding per calendar month
make all arrangements necessary to take delivery of the Goods whenever they are and shall accrue at such a rate after as well as before any judgement.
tendered for delivery, or delivery of the Goods shall be made to the Buyer at the 9.2 If the Buyer defaults in payment of any invoice when due, the Buyer shall
Seller’s address. indemnify the Seller from and against all of the Seller’s costs and disbursements
5.2 Delivery of the Goods to a carrier, either named by the Buyer or failing such including on a solicitor and own client basis and in addition all of the Seller’s nominees
naming to a carrier at the discretion of the Seller for the purpose of transmission to costs of collection.
the Buyer, is deemed to be a delivery of the Goods to the Buyer. 9.3 Without prejudice to any other remedies the Seller may have, if at any time the
5.3 Delivery of the Goods to a third party nominated by the Buyer is deemed to be Buyer is in breach of any obligation (including those relating to payment), the Seller
delivery to the Buyer for the purposes of this agreement. may suspend or terminate the supply of Goods to the Buyer and any of its other
5.4 The failure of the Seller to deliver shall not entitle either party to treat this obligations under the terms and conditions. The Seller will not be liable to the Buyer
contract as repudiated. for any loss or damage the Buyer suffers because the Seller exercised its rights under
5.5 The Seller shall not be liable for any loss or damage whatever due to failure by this clause.
the Seller to deliver the Goods (or any of them) promptly or at all. 9.4 In the event that:
(a) any money payable to the Seller becomes overdue, or in the Seller’s opinion the
6.Risk Buyer will be unable to meet its payments as they fall due, or;
6.1 If the Seller retains title to the Goods nonetheless all risk for the Goods (b) the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or
passes to the Buyer on delivery. enters into an arrangement with creditors, or makes an assignment for the benefit of
6.2 During the period between delivery and final payment for the goods, the its creditors, or;
Buyer will maintain sufficient insurance thereon in the name of the Seller (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is
against loss or damage from any course to cover the unpaid balance of the appointed in respect of the Buyer or any asset of the Buyer,then without prejudice to
purchase price and failing to do so no loss or damage suffered during the the Seller’s other remedies at law:
aforesaid period shall relieve the Buyer from payment of the balance of the (i) the Seller shall be entitled to cancel all or any part of any order of the Buyer which
purchase price or from any of the terms of this contract. During such period remains unperformed in addition to and without prejudice to any other remedies; and
the Buyer will maintain all Goods and materials delivered by the Seller in
good condition. (ii) all amounts owing to the Seller shall, whether or not due for payment, immediately
6.3 If any of the Goods are damaged or destroyed prior to title to them pass- become due and payable.
ing to the Buyer, the Seller is entitled, without prejudice to any of its other
rights or remedies under these terms and conditions (including the right to
receive payment of the balance of the Price for the Goods), to receive all
insurance proceeds payable in respect of the Goods. This
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