HOLWOOD TECHNOLOGIES LIMITED (TRADING AS SALESPOINT)
TERMS AND CONDITIONS
- "PPSA" means Personal Property Securities Act 1999.
- "The Company" means Holwood Technologies Limited.
- "Customer" means the purchaser of goods and/or services from Holwood Technologies Limited.
- "Terms" means these Terms and Conditions of Supply (as amended from time to time).
- Ownership and Risk
- The risk in any goods and services supplied by The Company to the Customer shall pass on delivery.
- Ownership of the goods remains with The Company until payment is received in full for them and for all other goods and services supplied by The Company to the Customer. The Customer shall be deemed to be a bailee of The Company and acting in a fiduciary capacity in respect of any goods supplied by The Company.
- Until payment in full has been made to The Company, the Customer acknowledges and agrees that :
The Customer gives The Company irrevocable authority to enter any premises occupied by the Customer, at any reasonable time, to remove any goods not paid for in full by the Customer, and to resell the goods removed and apply the proceeds to any overdue amounts subject to any contrary provision in the PPSA. The Company shall not be liable for any costs, damages or expenses or any other losses incurred by the Customer or any third party as a result of this action.
If the Customer sells the goods to a third party it shall become accountable to Holwood Technologies for the proceeds derived from such sale and the Customer shall hold such proceeds on trust for The Company.
- The prices payable for the goods and/or services are as notified by The Company to the Customer from time to time.
- In addition to the price for the goods and/or services, the Customer is liable to pay any applicable taxes and levies, as well as any applicable delivery and freight charges. All prices are exclusive of Goods and Services Tax unless stated to the contrary.
- Delivery of Goods and Services
- Delivery of goods and services shall be deemed to occur when the goods and/or services are delivered to the Customer, the Customer's premises or a location specified by the Customer, or its employees or agents take possession of the goods.
- The Company shall make reasonable efforts to ensure delivery of goods and services is in accordance with any acceptable delivery timeframes agreed in writing. The Company will not be liable for any loss or damage including consequential loss arising from any delay in delivery.
- Delay due to circumstances not reasonably within the control of The Company shall not entitle the Customer to cancel any order or refuse to accept delivery.
- No claim for damage, destruction or loss of the goods in transit, or short delivery will be considered by The Company unless the Customer notifies the carrier and The Company in writing immediately upon delivery. The Customer must also provide a detailed claim in writing within two business days of delivery.
- All payments by the Customer to Holwood Technologies Limited will be made without deduction or set-off, counter-claims or any other cause whatsoever.
- Payment must be made in cash prior to delivery, unless otherwise agreed in writing by The Company.
- Any acceptance by The Company of any cheque or any type of bank transfer shall not constitute payment until the payment has been fully cleared through the banking system into The Company's bank account.
- Interest may be charged by The Company on any amounts owing after the due date at the rate of 1.5% per month or part month.
- In the event that an account is not paid by the due date, the Customer shall be liable to pay to The Company, in full, any expenses (including debt collection costs), disbursements, legal costs and interest incurred by The Company in obtaining payment of any overdue amounts.
- To the extent permitted by law, all money received by Holwood Technologies from the Customer will be applied in the manner and order determined by The Company in its sole discretion.
- Personal Property Securities Act 1999
- The Customer grants to The Company a security interest in the goods and their proceeds and accessions, to firstly secure payment of the purchase price of the goods, and secondly to secure payment of all outstanding debts and obligations of the Customer to Holwood Technologies Ltd from time to time.
- The Customer agrees to do such acts and provide such information as in the opinion of The Company (acting in its absolute discretion) may be necessary or desirable to enable The Company to perfect under the PPSA the security interest (as defined in the PPSA) created in respect of the goods as a first-priority interest (including, if applicable, a purchase money security interest) or with such other priority as The Company may agree to in writing.
- The Customer must pay the costs, charges and expenses of and incidental to the need for, or desirability of registration of, a financing statement or financing change statement or any action taken by The Company to comply with the PPSA (including complying with a demand given under section 162 of the PPSA) or to protect its position under the PPSA. The Customer must pay any costs incurred by The Company, including legal costs on a solicitor-own client basis, arising from any disputes or negotiations with third parties claiming an interest in any goods supplied to the Customer.
- While the goods continue to secure the Customers indebtedness and obligations to The Company, the Customer must store the goods separately and clearly identify the goods as being subject to The Company's security interest.
- The Customer must not create or allow or permit the creation of a security interest (as defined in the PPSA) in any of the goods in favour of any person other than The Company without first obtaining The Company's written consent nor may the Customer allow or permit the creation of a lien over any of the goods.
- The Customer agrees that nothing in sections 114(1) (a), 133 and 134 of the PPSA shall apply to this contract. The Customer waives its rights pursuant to sections 116, 120(2), 121, 125, 129 and 131 of the PPSA and its rights to receive any verification statement relating to the security interests in the goods.
- Where Holwood Technologies has rights in addition to those in Part 9 of the PPSA, those rights will continue to apply and, in particular, will not be limited by section 109 of the PPSA.
- The Customer will not change its name without first notifying The Company in writing of the proposed name change and the new name at least 7 days before the change takes effect.
- Privacy Act
- The Customer authorises The Company to make credit inquiries of any credit agency or person, company or firm with whom the Customer had or may have dealings with concerning the Customer's credit worthiness, credit history or credit capacity.
- The Customer authorises any person or company to give information to Holwood Technologies Limited as may be required in response to credit enquiries
- All goods purchased from The Company are subject to any applicable manufacturer warranties only. Where possible, The Company shall pass on to the Customer the benefit of any warranty given by its suppliers or a third party
such as the manufacturer, without itself being directly liable to the Customer under any warranty.
- Damage caused by misuse or abuse, neglect, accidental damage, improper voltage, liquid spillage, electrical damage due to power fluctuations such as surges or spikes, incompatible consumables or software, are not covered under warranty. Consumables or incorrect operation of any product according to the manufacturer's recommendations, are not covered under
- Return of Goods
- No goods will be accepted for return without obtaining prior written approval from The Company. Freight, handling and insurance charges will be at the Customer's expense.
- Goods approved for return must be accompanied with a copy of The Company's relevant invoice or receipt and must be returned within 30 days of delivery. Goods returned that do not meet these conditions will be rejected and will not be shipped back to the Customer except at their expense (a handling fee may also apply).
- Goods returned must be in new condition and in the manufacturer's original undamaged container with all relevant manuals. The Company reserves the right to reject goods not conforming to this condition or goods that are not in a saleable condition.
- If the goods were correctly supplied, The Company may, but is not obliged to, accept the return of the goods. Where goods are approved for return by The Company, a 15% or $50.00 restocking fee, whichever is the greater, shall be payable by the Customer.
- Consumer Guarantees Act
- Unless otherwise advised by the Customer in writing (prior to The Company's agreement to supply), the Customer warrants and the parties agree that all goods and/or services are supplied for the purpose of a business, and pursuant to section 43 of the Consumer Guarantees Act 1993 the terms of that Act shall not apply to any sale.
- Where the Customer has purchased goods for the purpose of resale to persons acquiring them for business purposes, it must be a term of the Customers contract with that purchaser that the Consumer Guarantees Act 1993 does not apply in respect of the goods.
- Except as otherwise provided by statute, Holwood Technologies Limited shall not be liable for any loss or damage of any kind whatsoever whether suffered or incurred by the Customer or another person whether such loss or damage arises directly or indirectly from goods or service or advice provided by Holwood Technologies Ltd and is not liable for any consequential loss or damage of any kind including without limitation any financial loss.
- Should The Company be found liable to the Customer for any reason notwithstanding clause 11.1, the Customer agrees that in no case shall the liability of The Company exceed the purchase price of the goods giving rise to the liability.
- The Customer shall indemnify The Company against all claims 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 The Company or otherwise, brought by any person in connection with any matter, act, omission, or error of The Company, its agents or employees in connection with the provision of the goods and/or services.
- Force Majeure
- The Company is not liable for any failure to supply or other default resulting from any event beyond The Company's reasonable control