| 1. |
DEFINITIONS |
| |
1.1 |
"BT Plumbing Ltd" shall mean
BT Plumbing Limited, or any agents or employees thereof. |
| |
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
BT Plumbing Ltd. |
| |
1.3 |
"Products" shall mean: |
| |
|
1.3.1 |
all Products of the general description specified
on the front of this agreement and supplied by BT Plumbing Ltd to
the Customer; and |
| |
|
1.3.2 |
all Products supplied by BT Plumbing Ltd to the Customer;
and |
| |
|
1.3.3 |
all inventory of the Customer that is supplied by
BT Plumbing Ltd; and |
| |
|
1.3.4 |
all Products supplied by BT Plumbing Ltd and further
identified in any invoice issued by BT Plumbing Ltd to the Customer,
which invoices are deemed to be incorporated into and form part of
this agreement; and |
| |
|
1.3.5 |
all Products that are marked as having been supplied
by BT Plumbing Ltd or that are stored by the Customer in a manner
that enables them to be identified as having been supplied by BT
Plumbing Ltd; and |
| |
|
1.3.6 |
all of the Customer's present and after-acquired Products
that BT Plumbing Ltd has performed work on or to or in which goods
or materials supplied or financed by BT Plumbing Ltd nave been attached
or incorporated. |
| |
|
1.3.7 |
The above descriptions may overlap but each is independent
of and does not limit the others. |
| |
1.4 |
"Products and Services" shall
mean all products, services, goods and advice provided by BT Plumbing
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 BT Plumbing Ltd to the
Customer. |
| |
1.5 |
"Price" shall mean the cost
of the Products and Services as agreed between BT Plumbing Ltd and
the Customer and includes all disbursements e.g. charges BT Plumbing
Ltd pay to others on the Customer's behalf subject to clause 4 of
this contract. |
| 2. |
ACCEPTANCE |
| |
2.1 |
Any instructions received by BT Plumbing
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 |
| |
3.1 |
The Customer authorises BT Plumbing 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 BT Plumbing Ltd to any other party. |
| |
3.2 |
The Customer authorises BT Plumbing Ltd
to disclose any information obtained to any person for the purposes
set out in clause 3.1. |
| |
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 |
| |
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 BT Plumbing Ltd at the time of the contract. |
| |
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 BT Plumbing Ltd between
the date of the contract and delivery of The Products and Services. |
| 5. |
PAYMENT |
| |
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"). |
| |
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. |
| |
5.3 |
Any expenses, disbursements and legal
costs incurred by BT Plumbing 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. |
| |
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. |
| |
5.5 |
A deposit may be required. |
| 6. |
QUOTATION |
| |
6.1 |
Where a quotation is given by BT Plumbing
Ltd for Products and Services: |
| |
|
6.1.1 |
Unless otherwise agreed the quotation shall be valid
for thirty (30) days from the date of issue; and |
| |
|
6.1.2 |
The quotation shall be exclusive of goods and services
tax unless specifically stated to the contrary; |
| |
|
6.1.3 |
BT Plumbing Ltd reserve the right to alter the quotation
because of circumstances beyond its control. |
| |
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 |
| |
7.1 |
The Customer authorises BT Plumbing Ltd
to contract either as principal or agent for the provision of Products
and Services that are the matter of this contract. |
| |
7.2 |
Where BT Plumbing 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) |
| |
8.1 |
Title in any Products and Services supplied
by BT Plumbing Ltd passes to the Customer only when the Customer
has made payment in full for all Products and Services provided by
BT Plumbing Ltd and of all other sums due to BT Plumbing Ltd by
the Customer on any account whatsoever. Until all sums due to BT
Plumbing Ltd by the Customer have been paid in full, BT Plumbing
Ltd has a security interest in all Products and Services. |
| |
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 BT Plumbing
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 BT Plumbing Ltd as security for the full satisfaction by the Customer
of the full amount owing between BT Plumbing Ltd and Customer. |
| |
8.3 |
The Customer gives irrevocable authority
to BT Plumbing 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 BT Plumbing
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.
BT Plumbing 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.
BT Plumbing 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
BT Plumbing Ltd reasonably determines on account of wear and tear,
depreciation, obsolescence, loss or profit and costs. |
| |
8.4 |
Where Products and Services are retained
by BT Plumbing 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 |
| |
8.5 |
The following shall constitute defaults
by the Customer: |
| |
|
8.5.1 |
Non payment of any sum by the due date. |
| |
|
8.5.2 |
The Customer intimates that it will not pay any sum
by the due date. |
| |
|
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. |
| |
|
8.5.4 |
Any Products and Services In the possession of the
Customer are materially damaged while any sum due from the Customer
to BT Plumbing Ltd remains unpaid. |
| |
|
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. |
| |
|
8.5.6 |
A Court judgment is entered against the Customer and
remains unsatisfied for seven (7) days. |
| |
|
8.5.7 |
Any material adverse change in the financial position
of the Customer. |
| |
8.6 |
If the Credit Repossession Act applies
to any transaction between the Customer and BT Plumbing 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 |
| |
9.1 |
The Customer gives BT Plumbing Ltd a security
interest in all of the Customer's present and after-acquired property
that BT Plumbing Ltd has performed services on or to or in which
goods or materials supplied or financed by BT Plumbing Ltd have been
attached or incorporated. |
| 10. |
GENERAL LIEN |
| |
10.1 |
The Customer agrees that BT Plumbing Ltd
may exercise a general lien against any Products and Services or
property belonging to the Customer that is in the possession of BT
Plumbing Ltd for all sums outstanding under this contract and any
other contract to which the Customer and BT Plumbing Ltd are parties. |
| |
10.2 |
If the lien is not satisfied within seven
(7) days of the due date BT Plumbing Ltd may, having given notice
of the lien at its option either |
| |
|
10.2.1 |
Remove such Products and Services and store them in
such a place and in such a manner as BT Plumbing Ltd shall think
fit and proper and at the risk and expense of the Customer or |
| |
|
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 |
| |
11.1 |
No claim relating to Products and Services
will be considered unless made within seven (7) days of delivery. |
| 12. |
LIABILITY |
| |
12.1 |
The Consumer Guarantees Act 1993, the
Fair Trading Act 1986 and other statutes may imply warranties or
conditions or impose obligations upon BT Plumbing 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 BT Plumbing Ltd, BT Plumbing 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. |
| |
12.2 |
Except as otherwise provided by clause
12.1 BT Plumbing Ltd shall not be liable for |
| |
|
12.2.1 |
Any loss or damage of any kind whatsoever, arising
from the supply of Products and Services by BT Plumbing 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 BT Plumbing Ltd to The Customer; and |
| |
|
12.2.2 |
The Customer shall indemnify BT Plumbing 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 BT Plumbing
Ltd or otherwise, brought by any person in connection with any matter,
act, omission, or error by BT Plumbing Ltd its agents or employees
in connection with the Products and Services. |
| |
12.3 |
If, contrary to the disclaimer of liability
contained in these terms and conditions of trade, BT Plumbing 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
BT Plumbing Ltd and the Customer that such liability is limited in
its aggregate to $500.00. |
| 13. |
WARRANTY |
| |
13.1 |
Manufacturer's warranty applies where
applicable. |
| 14. |
CONSUMER GUARANTEES ACT |
| |
14.1 |
The guarantees contained in the Consumer
Guarantees Act 1993 are excluded where The Customer acquires Products
and Services from BT Plumbing 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 |
| |
15.1 |
If the Customer is a company or trust,
the director(s) or trustee(s) signing this contract, in consideration
for BT Plumbing 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 BT Plumbing Ltd the payment of any and all
monies now or hereafter owed by the Customer to BT Plumbing Ltd and
indemnify BT Plumbing 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 |
| |
16.1 |
BT Plumbing 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. |
| |
16.2 |
Failure by BT Plumbing 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
BT Plumbing Ltd has under this contract. |
| |
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. |
| |
16.4 |
The Construction Contracts Act 2002 applies
where applicable. |
