|These terms of trade (the "Terms") apply to each quotation (the "Quotation") submitted by Chant for the supply of any item and for any services ("Goods"). The Terms shall be deemed to be incorporated in any agreement between Chant and the purchaser of the Goods ("Customer") arising from acceptance of the Quotation or otherwise (the "Agreement").|
|1. Status and Variation of Terms
1.1 These Terms supersede and exclude all prior discussions, representations and arrangements relating to the Goods. If there is any inconsistency between these Terms and any order submitted by the Customer these Terms prevail.
1.2 No variation to these Terms will be binding on Chant unless agreed in writing and signed by an authorised officer of Chant.
2. Acceptance of Orders
2.1 Orders received by Chant are not valid until accepted by Chant. Orders will only be accepted if made within 30 days of the date of the Quotation (unless Chant agrees otherwise) and the order is accompanied by a written purchase order ("Purchase Order") from the Customer.
2.2 Purchase Orders may only be cancelled with Chant’s prior written approval and the Customer shall pay Chant for work done, and materials used, and other costs relating to that cancellation.
3.1 Unless otherwise stated, prices in any Quotation are in the currency specified in the Quotation and exclusive of GST, any other taxes and duties, freight and insurance.
3.2 Chant may issue price lists for any Goods. Alterations to any price list shall be effective from the date specified by Chant in the latest price list.
4. Invoices and Payment
4.1 Payment is due on the date or dates stated in the Quotation or, where no such date or dates are stated, payment must be made before despatch of the Goods. Where Chant issue an invoice for payment, the Customer must pay the invoiced amount by the earlier of the due date or the next 20th of the month following the date of
invoice. All payments shall be made without any deduction,
withholding or set-off.
4.2 The Customer shall pay in full all GST and other taxes and duties which are applicable to the Goods or payments for them.
4.3 Chant may apply any payments received from the Customer in reduction of the Customer’s indebtedness as Chant thinks fit. Receipt and acceptance of any part payment will not limit Chant’s ability to claim the balance of moneys owing. Interest on overdue amounts may be charged at the then overdraft interest rate charged by the bank primarily used by Chant.
5.1 If no place of delivery is agreed then delivery shall take place at Chant’s premises (i.e. ex-works) at the time that the Goods are available for despatch.
5.2 Where a delivery date is agreed for any Goods, that date is an exworks date and is an estimate only. Chant shall use reasonable endeavours to deliver the Goods by any agreed date, or where no delivery date is agreed, within a reasonable period. Any failure to deliver or defective delivery by Chant shall not entitle the Customer
to cancel this Agreement.
5.3 If separately agreed, Chant shall, at the Customer’s cost, arrange delivery of the Goods to the place nominated by the Customer.
6. Risk, Ownership and Returns
6.1 The Goods shall be at the Customer’s risk from the time of despatch from Chant’s premises (i.e. during transit). It is the Customer’s responsibility to arrange insurance against any loss or damage to the Goods during transit.
6.2 Title to the Goods shall remain in Chant until all amounts owing to Chant by the Customer are paid in full or the Goods are onsold by the Customer for full value on arms-length terms. Once any Goods are onsold the Customer shall hold any cash proceeds from the sale of those Goods on trust for Chant.
|6.3 Goods may only be returned with the prior written approval of Chant (which it may give or not, in its discretion). If Chant accepts Goods for return this will incur a restocking fee equal to 15% of the sale price. A credit will not be issued for Goods with damage or missing parts or non-standard terms.
7. Chant Guarantee and Limitations of Liability
7.1 Chant does not give any warranty or representation (whether express or implied) in relation to the Goods except as set out in, and subject to the terms of, the written guarantee issued by Chant from time to time ("Chant Guarantee").
7.2 In no event will Chant be liable (whether in contract, tort, including negligence, or otherwise) for any direct, indirect or consequential losses or damages resulting from the Goods being in any way defective, any failure or delay in providing any Goods, any failure or delay in repairing or replacing any faulty Goods, or otherwise. Chant’s sole obligation is to repair or replace, at its option, any faulty Goods as described in, and subject to the terms of, the
7.3 Nothing in these Terms shall restrict, negate, modify or limit any of the Customer’s rights or remedies under any mandatory law that is applicable and which cannot be contracted out of. The Consumer Guarantees Act 1993 ("CGA") is expressly excluded and shall not apply to any Goods which the Customer acquires, or holds itself
out as acquiring, for the purposes of a business (as "business" is defined in that Act).
7.4 Where the Customer supplies any Goods to any third party, the Customer shall not give or make any representation in relation to those Goods (except only to refer to the Chant Guarantee) without Chant’s prior written consent.
8. Intellectual Property
8.1 All intellectual property relating to the Goods is exclusively owned by Chant (or its licensors) and the Customer shall not use any such intellectual property for any purpose other than to the extent necessary to use the Goods in their intended application. The Customer shall not copy or otherwise reproduce the Goods or otherwise use any intellectual property relating to the Goods, or authorise or permit any other person to do so.
9.1 If full payment is not made by due date for payment or there is an Event of Default then Chant may terminate this Agreement, suspend work on any Customer order, refuse further orders from the Customer, suspend supply or delivery of any Goods, and/or demand payment of all amounts owing regardless of whether those
payments are due.
9.2 An "Event of Default" means an event where the Customer fails to comply with these Terms or any other agreement with Chant, or the Customer commits an act of bankruptcy, ceases to trade or enters into any composition or arrangement with its creditors, or if the Customer is a company, the Customer does anything which would make it liable to be put into liquidation, or a resolution is passed or
an application is made for the liquidation of the Customer, or a receiver or statutory or official manager is appointed over all or any of the Customer’s assets.
10.1 The Terms shall be governed by and construed in accordance with the laws of New Zealand and the parties submit to the nonexclusive jurisdiction of the New Zealand courts. The provisions of the United Nations Convention on Contracts for the International Sale of Goods are expressly excluded from, and shall not apply to, these Terms.
10.2 The Agreement is personal to the Customer and may not be assigned without Chant’s prior written consent.
10.3 If Chant fails to exercise any right or remedy available to it, this shall not prejudice Chant’s right to later exercise that or any other right or remedy.
10.4 In these Terms "including" and similar words do not imply any limitation.
10.5 Chant reserves the right to amend these terms from time to time