1. These Conditions apply to all goods supplied or sold by The Service Company Limited (together with its assignee's referred to as "TSC") to you from time to time (the "Goods").
2. If any provision of these Conditions is unenforceable, that provision will be deemed deleted from these Conditions and all other provisions will remain in full force and effect.
3. These Conditions take precedence over any terms which may be offered by you.
PRICES AND PAYMENT
4. The prices of the Goods are shown on TSC's quotation, acceptance of order, invoice or similar document (the "Quote").
5. In the event of The Service Company granting credit facilities to the customer and unless otherwise stated on the Quote, payment is due on the 20th of the month following the date of delivery of the Goods. If payment is not made on the due date, TSC may charge interest on the overdue amount (as liquidated damages) calculated on a daily basis from the due date until actual payment at a rate of 2.5% per month, capitalised monthly on the 1st day of each month. You will also be liable to pay all expenses and costs (including legal costs as between solicitor and client) in relation to the recovery or attempted recovery of any overdue amount.
6. While TSC will use its best endeavours to comply with your order specifications and delivery requirements, you will not be entitled to cancel your order or claim compensation by reason of TSC's failure to comply with your delivery requirements (including the date of delivery) or minor variations to the Goods as a result of changes to the manufacturing process or specifications. Delivery of the Goods will be completed when the Goods are delivered to your nominated premises.
RISK AND TITLE
7. The risk in the Goods will pass to you immediately upon delivery of the Goods in accordance with clause 6 but ownership in the Goods remains with TSC and will not pass to you until you have paid for the Goods in full. Until payment has been made in full:
(a) The Goods will be held by you as TSC's bailee and shall, if directed by TSC, be stored so that it is clear that they are the property of TSC;
(b) TSC, its agents and employees may without notice enter any property occupied by you to search for, disconnect (if applicable) and remove the Goods;
(c) If the Goods have been resold, you will account to TSC as its agent for the proceeds of such resale;
(d) TSC will not be liable to you or any other person for the exercise of its rights under this clause; and
(e) you will ensure that the Goods are insured to their fullest replacement value.
WARRANTY AND LIMITATION OF LIABILITY
8. You acknowledge that you are acquiring the Goods for business purposes and that the provisions of the Consumer Guarantees Act 1993 do not apply.
9. It is agreed that all statutory and implied conditions and warranties are excluded to the fullest extent permitted by law. The Goods are only warranted to the extent expressly agreed by TSC in writing, except as mandatorily required by law.
10. To the extent permitted by law, TSC limits its liability to you arising howsoever from the supply of (or failure to supply) the Goods, or the quality or performance of the Goods to the replacement of the Goods or the supply of equivalent goods and TSC shall not be liable for any indirect, consequential or special loss of any kind.
11. All goods returned for Credit due to no fault of TSC, provided they are in good re saleable condition and returned within 60 days of invoiced date, shall be credited for invoiced value less 15%. Any faulty goods or warranty supplied items will be credited at full invoiced value of the Goods upon return.
USE OF INFORMATION
12. You agree that:
(a) TSC may obtain information about you from any other person (including referees and any credit or debt collection agencies) and you consent to any such person providing TSC with that information;
(b) TSC may use any information it has about you relating to your credit worthiness and give that information to any other person, including any credit or debt collection agency, for credit assessment and debt collection purposes; and
(c) Any other information collected by TSC about you may be used by TSC in the course of its business.
PERSONAL PROPERTY SECURITIES ACT
(a) You acknowledge these Conditions constitute a security agreement for the purposes of the Personal Property Securities Act 1999 and as security for payment of the purchase price and all other amounts payable by you to TSC in relation to the Goods, you grant to TSC a purchase money security interest in all the Goods supplied by TSC to you from time to time;
(b) The security interest granted by you to TSC secures the payment by you to TSC of all amounts you may owe TSC from time to time and at any time;
(c) On TSC's request, you shall promptly execute any document and do anything required by TSC to enable TSC to perfect and maintain the perfection of any security interest granted by you to TSC (including by registration of a financing statement);
(d) You shall not grant any security interest in the Goods to any other party other than TSC or TSC's assignee, except with TSC's written consent;
(e) You waive your right to receive a copy of a verification statement relating to any security interest granted by you to TSC;
(f) TSC's security interest in the Goods extends to any proceeds, book debts and accounts receivable arising from the sale of the Goods; and
(g) You undertake to promptly advise TSC in writing if you change your name.
EXECUTION AND GOVERNING LAW
14. If these Conditions are signed by you by an agent or on your behalf, that agent or person signing shall at all times remain jointly and severally liable for the obligations under these Conditions.
15. You are not entitled to assign your rights under any contract with TSC except with TSC's written consent. TSC may assign its rights under any contract with you without your consent.
16. The laws of New Zealand govern these Conditions and you agree to submit to the non-exclusive jurisdiction of the Courts of New Zealand.
17. If you pay by Credit Card, The name that will appear on your statement will be "The Service Company" .