| 1. |
DEFINITIONS |
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1.1 |
"Complete Detection Ltd" shall
mean Complete Detection Limited, or any agents or employees thereof. |
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1.2 |
"Customer" shall mean the Customer,
any person acting on behalf of and with the authority of the Customer,
or any person purchasing products and services from Complete Detection
Ltd. |
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1.3 |
"Products" shall mean: |
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1.3.1 |
all Products of the general description specified
on the front of this agreement and supplied by Complete Detection
Ltd to the Customer; and |
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1.3.2 |
all Products supplied by Complete Detection Ltd to
the Customer; and |
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1.3.3 |
all inventory of the Customer that is supplied by
Complete Detection Ltd; and |
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1.3.4 |
all Products supplied by Complete Detection Ltd and
further identified in any invoice issued by Complete Detection Ltd
to the Customer, which invoices are deemed to be incorporated into
and form part of this agreement; and |
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1.3.5 |
all Products that are marked as having been supplied
by Complete Detection Ltd or that are stored by the Customer in a
manner that enables them to be identified as having been supplied
by Complete Detection Ltd; and |
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1.3.6 |
all of the Customer's present and after-acquired Products
that Complete Detection Ltd has performed work on or to or in which
goods or materials supplied or financed by Complete Detection Ltd
nave been attached or incorporated. |
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1.3.7 |
The above descriptions may overlap but each is independent
of and does not limit the others. |
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1.4 |
"Products and Services" shall
mean all products, services, goods and advice provided by Complete
Detection Ltd to the Customer and shall include without limitation
all plumbing services and the supply of associated products and all
charges for labour, hire charges, insurance charges, or any fee or
charge associated with the supply of Products and Services by Complete
Detection Ltd to the Customer. |
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1.5 |
"Price" shall mean the cost
of the Products and Services as agreed between Complete Detection
Ltd and the Customer and includes all disbursements e.g. charges
Complete Detection Ltd pay to others on the Customer's behalf subject
to clause 4 of this contract. |
| 2. |
ACCEPTANCE |
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2.1 |
Any instructions received by Complete
Detection Ltd from the Customer for the supply of Products and Services
shall constitute a binding contract and acceptance of the terms and
conditions contained herein. |
| 3. |
COLLECTION AND USE OF INFORMATION |
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3.1 |
The Customer authorises Complete Detection
Ltd to collect, retain and use any information about the Customer,
for the purpose of assessing the Customer's credit worthiness, enforcing
any rights under this contract, or marketing any Products and Services
provided by Complete Detection Ltd to any other party. |
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3.2 |
The Customer authorises Complete Detection
Ltd to disclose any information obtained to any person for the purposes
set out in clause 3.1. |
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3.3 |
Where the Customer is a natural person
the authorities under clauses 3.1 and 3.2 are authorities or consents
for the purposes of the Privacy Act 1993. |
| 4. |
PRICE |
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4.1 |
Where no price is stated in writing or
agreed to orally the Products and Services shall be deemed to be
sold at the current amount as such Products and Services are sold
by Complete Detection Ltd at the time of the contract. |
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4.2 |
The price may be increased by the amount
of any reasonable increase in the cost of supply of the Products
and Services that is beyond the control of Complete Detection Ltd
between the date of the contract and delivery of The Products and
Services. |
| 5. |
PAYMENT |
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5.1 |
Payment for Products and Services shall
be made in full on or before the 20th day of the month following
the date of the invoice ("the due date"). |
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5.2 |
Interest may be charged on any amount
owing after the due date at the rate of 2.5% per month or part month. |
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5.3 |
Any expenses, disbursements and legal
costs incurred by Complete Detection Ltd in the enforcement of any
rights contained in this contract shall be paid by the Customer,
including any reasonable solicitor's fees or debt collection agency
fees. |
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5.4 |
Receipt of a cheque, bill of exchange,
or other negotiable instrument shall not constitute payment until
such negotiable instrument is paid in full. |
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5.5 |
A deposit may be required. |
| 6. |
QUOTATION |
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6.1 |
Where a quotation is given by Complete
Detection Ltd for Products and Services: |
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6.1.1 |
Unless otherwise agreed the quotation shall be valid
for thirty (30) days from the date of issue; and |
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6.1.2 |
The quotation shall be exclusive of goods and services
tax unless specifically stated to the contrary; |
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6.1.3 |
Complete Detection Ltd reserve the right to alter
the quotation because of circumstances beyond its control. |
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6.2 |
Where Products and Services are required
in addition to the quotation the Customer agrees to pay for the additional
cost of such Products and Services. |
| 7. |
AGENCY |
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7.1 |
The Customer authorises Complete Detection
Ltd to contract either as principal or agent for the provision of
Products and Services that are the matter of this contract. |
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7.2 |
Where Complete Detection Ltd enters into
a contract of the type referred to in clause 7.1 it shall be read
with and form part of this agreement and the Customer agrees to pay
any amounts due under that contract. |
| 8. |
TITLE AND SECURITY (PERSONAL PROPERTY
SECURITIES ACT 1999) |
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8.1 |
Title in any Products and Services supplied
by Complete Detection Ltd passes to the Customer only when the Customer
has made payment in full for all Products and Services provided by
Complete Detection Ltd and of all other sums due to Complete Detection
Ltd by the Customer on any account whatsoever. Until all sums due
to Complete Detection Ltd by the Customer have been paid in full,
Complete Detection Ltd has a security interest in all Products and
Services. |
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8.2 |
If the Products and Services are attached,
fixed, or incorporated into any property of the Customer, by way
of any manufacturing or assembly process by the Customer or any third
party, title in the Products and Services shall remain with Complete
Detection Ltd until the Customer has made payment for all Products
and Services, and where those Products and Services are mixed with
other property so as to be part of or a constituent of any new Products
and Services, title to these new Products and Services shall deemed
to be assigned to Complete Detection Ltd as security for the full
satisfaction by the Customer of the full amount owing between Complete
Detection Ltd and Customer. |
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8.3 |
The Customer gives irrevocable authority
to Complete Detection Ltd to enter any premises occupied by The Customer
or on which Products and Services are situated at any reasonable
time after default by the Customer or before default if Complete
Detection Ltd believes a default is likely and to remove and repossess
any Products and Services and any other property to which Products
and Services are attached or in which Products and Services are incorporated.
Complete Detection Ltd shall not be liable for any costs, damages,
expenses or losses incurred by the Customer or any third party as
a result of this action, nor liable in contract or in tort or otherwise
in any way whatsoever unless by statute such liability cannot be
excluded. Complete Detection Ltd may either resell any repossessed
Products and Services and credit the Customer's account with the
net proceeds of sale (after deduction of all repossession, storage,
selling and other costs) or may retain any repossessed Products and
Services and credit the Customer's account with the invoice value
thereof less such sum as Complete Detection Ltd reasonably determines
on account of wear and tear, depreciation, obsolescence, loss or
profit and costs. |
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8.4 |
Where Products and Services are retained
by Complete Detection Ltd pursuant to clause 8.3 the Customer waives
the right to receive notice under s.120 of the Personal Property
Securities Act 1999 ('PPSA') and to object under s.121 of the PPSA |
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8.5 |
The following shall constitute defaults
by the Customer: |
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8.5.1 |
Non payment of any sum by the due date. |
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8.5.2 |
The Customer intimates that it will not pay any sum
by the due date. |
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8.5.3 |
Any Products and Services are seized by any other
creditor of the Customer or any other creditor intimates that it
intends to seize Products and Service. |
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8.5.4 |
Any Products and Services In the possession of the
Customer are materially damaged while any sum due from the Customer
to Complete Detection Ltd remains unpaid. |
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8.5.5 |
The Customer is bankrupted or put into liquidation
or a receiver is appointed to any of the Customer's assets or a landlord
distains against any of the Customer's assets. |
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8.5.6 |
A Court judgment is entered against the Customer and
remains unsatisfied for seven (7) days. |
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8.5.7 |
Any material adverse change in the financial position
of the Customer. |
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8.6 |
If the Credit Repossession Act applies
to any transaction between the Customer and Complete Detection Ltd,
the Customer has the rights provided in that Act despite anything
contained in these terms and conditions of trade. |
| 9. |
SECURITY MTEREST FOR SERVICE PROVIDERS |
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9.1 |
The Customer gives Complete Detection
Ltd a security interest in all of the Customer's present and after-acquired
property that Complete Detection Ltd has performed services on or
to or in which goods or materials supplied or financed by Complete
Detection Ltd have been attached or incorporated. |
| 10. |
GENERAL LIEN |
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10.1 |
The Customer agrees that Complete Detection
Ltd may exercise a general lien against any Products and Services
or property belonging to the Customer that is in the possession of
Complete Detection Ltd for all sums outstanding under this contract
and any other contract to which the Customer and Complete Detection
Ltd are parties. |
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10.2 |
If the lien is not satisfied within seven
(7) days of the due date Complete Detection Ltd may, having given
notice of the lien at its option either |
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10.2.1 |
Remove such Products and Services and store them in
such a place and in such a manner as Complete Detection Ltd shall
think fit and proper and at the risk and expense of the Customer
or |
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10.2.2 |
Sell such Products and Services, or part thereof upon
such terms as it shall think fit and apply the proceeds in or towards
discharge of the lien and costs of sale without being liable to any
person for damage caused. |
| 11. |
DISPUTES |
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11.1 |
No claim relating to Products and Services
will be considered unless made within seven (7) days of delivery. |
| 12. |
LIABILITY |
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12.1 |
The Consumer Guarantees Act 1993, the
Fair Trading Act 1986 and other statutes may imply warranties or
conditions or impose obligations upon Complete Detection Ltd which
cannot by law (or which can only to a limited extent by law) be excluded
or modified. In respect of any such implied warranties, conditions
or terms imposed on Complete Detection Ltd, Complete Detection Lid's
liability shall, where it is allowed, be excluded or if not able
to be excluded only apply to the minimum extent required by the relevant
statue. |
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12.2 |
Except as otherwise provided by clause
12.1 Complete Detection Ltd shall not be liable for |
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12.2.1 |
Any loss or damage of any kind whatsoever, arising
from the supply of Products and Services by Complete Detection Ltd
to the Customer, including consequential loss whether suffered or
incurred by the Customer or another person and whether in contract
or tort (including negligence) or otherwise and irrespective of whether
such loss or damage arises directly or indirectly from Products and
Services provided by Complete Detection Ltd to The Customer; and |
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12.2.2 |
The Customer shall indemnify Complete Detection Ltd
against all claims and loss of any kind whatsoever however caused
or arising and without limiting the generality of the foregoing of
this clause whether caused or arising as a result of the negligence
of Complete Detection Ltd or otherwise, brought by any person in
connection with any matter, act, omission, or error by Complete Detection
Ltd its agents or employees in connection with the Products and Services. |
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12.3 |
If, contrary to the disclaimer of liability
contained in these terms and conditions of trade, Complete Detection
Ltd is deemed to be liable to the Customer, following and arising
from the supply of Services by it to the Customer, then it is agreed
between Complete Detection Ltd and the Customer that such liability
is limited in its aggregate to $500.00. |
| 13. |
WARRANTY |
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13.1 |
Manufacturer's warranty applies where
applicable. |
| 14. |
CONSUMER GUARANTEES ACT |
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14.1 |
The guarantees contained in the Consumer
Guarantees Act 1993 are excluded where The Customer acquires Products
and Services from Complete Detection Ltd for the purposes of a business
in terms of section 2 and 43 of that Act. |
| 15. |
PERSONAL GUARANTEE OF COMPANY DIRECTORS
OR TRUSTEES |
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15.1 |
If the Customer is a company or trust,
the director(s) or trustee(s) signing this contract, in consideration
for Complete Detection Ltd agreeing to supply Products and Services
and grant credit to the Customer at their request, also sign this
contract in their personal capacity and jointly and severally personally
undertake as principal debtors to Complete Detection Ltd the payment
of any and all monies now or hereafter owed by the Customer to Complete
Detection Ltd and indemnify Complete Detection Ltd against non-payment
by the Customer. Any personal liability of a signatory hereto shall
not exclude the Customer in any way whatsoever from the liabilities
and obligations contained in this contract. The signatories and Customer
shall be jointly and severally liable under the terms and conditions
of this contract and for payment of all sums due hereunder. |
| 16. |
MISCELLANEOUS |
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16.1 |
Complete Detection Ltd shall not be liable
for delay or failure to perform its obligations if the cause of the
delay or failure is beyond its control. |
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16.2 |
Failure by Complete Detection Ltd to enforce
any of the terms and conditions contained in this contract shall
not be deemed to be a waiver of any of the rights or obligations
Complete Detection Ltd has under this contract. |
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16.3 |
If any provision of this contract shall
be invalid, void or illegal or unenforceable the validity existence,
legality and enforceability of the remaining provisions shall not
be affected, prejudiced or impaired. |
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16.4 |
The Construction Contracts Act 2002 applies
where applicable. |