Harrows Group Terms and Conditions of Trade

1 – DEFINITIONS

  • “Seller” means Harrows Contract Furniture Ltd, and any company which is directly or indirectly a subsidiary of Harrows Contract Furniture Ltd and any duly authorized agent.
  • “Customer” means the person, authorized agent or legal entity described in the application, or stated on the invoice or order form, buying goods and/or services from Harrows Contract Furniture Ltd.
  • “Goods” has the same meaning as section 2 of the Sale of Goods Act 1908 and is any goods provided by the seller to the customer.
  • “Services” shall mean all services supplied by the seller to the customer and includes any recommendations or advice.
  • “Price” shall mean the purchase price of the goods and any other costs payable to the seller by the customer as indicated on the invoice.
  • “Guarantor” means the person who has agreed to be liable for the debts of the customer.

2 – ACCEPTANCE

  • Any instructions received by the seller from the customer for the supply of goods shall constitute acceptance of the terms and conditions contained herein.
  • No agent or representative of the seller is permitted to make any such agreements, representations, conditions or warranties not expressly confirmed by the seller in writing.

3 – PRIVACY ACT 1993

  • The customer permits the seller to collect, use and retain any information concerning the customer, for the purpose of assessing the customer’s credit worthiness, or to enforce any rights under this contract, or the marketing of any goods& services provided by the seller to any other party.
  • The customer permits the seller to disclose information obtained to any person for the purposes set out in clause directly above.

4 – PAYMENT TERMS

  • Once goods are ordered payment shall be made for goods according to the terms and conditions stated herein whether or not the goods have been delivered and this contract cannot be cancelled except where allowed at law.
  • Payment for goods shall be made in full before dispatch. unless alternative credit arrangements have been approved prior to sale.
  • Interest at the rate of 18% per annum or part thereof may be charged on any amount owing after the due date.
  • Any disbursements, expenses and legal costs incurred by the seller for default in payment shall be paid by the customer, including any debt collection agency fees or solicitor’s fees.
  • An administration fee of the greater amount of $20.00 or 10% of the amount overdue will be payable 30 days after due date and the seller reserves the right to terminate future supply.
  • Payment will be accepted by cheque, electronic banking or by any other method as agreed in writing by the seller.

5 – PRICE

  • Prices unless otherwise stated, do not include goods and services tax, other taxes, levies or tariffs, freight or insurance charges which, if applicable, will be an extra charge to the customer.
  • Price will be specified on the invoice or quotation and will be the current price at time of delivery.

6 – RISK AND DELIVERY

  • Risk in the goods passes from seller to customer when the goods are paid for, even in cases when goods are paid for prior to delivery. For all other cases where the customer hasn’t paid before delivery, the risk will pass upon delivery.
  • The seller shall not be liable to the customer for damage or loss due to failure by the seller to deliver the goods promptly or at all.

7 – TITLE

  • Title in the goods passes to the customer when the customer has made payment for all goods supplied by the seller.
  • The customer gives necessary authority to the seller to enter any premises occupied by the customer, at any reasonable time, to remove any goods not paid for in full by the customer. The seller shall not be liable for damages, costs or expenses or any other losses suffered by the customer as a result of this action.

8 – RETURN OF GOODS

  • The customer shall be deemed to have accepted the goods unless the customer notifies the seller otherwise in writing within 7 days of delivery of the goods to the customer.
  • If the goods are not accepted according to clause 7.1 of this contract the customer shall pay for the delivery of the returned goods to the seller.
  • The customer will not accept product returned for credit that is in anyway damaged, or not of merchantable quality, or product that has been specially manufactured or procured for the customer.
  • At the sellers discretion defective goods will be replaced or refunded by the seller if the customer has notified the seller within 7 days of delivery.

9 – LIMITATION OF LIABILITY

  • The seller shall not be liable for any loss of profits, or any consequential indirect loss, or damage of any kind arising directly or indirectly from any breach of the sellers obligation under this contract or in tort.
  • Where the seller is liable to the customer, the maximum cost of any liability shall not exceed the value of the goods or services provided by the seller to the customer.

10 – CONSUMER GUARANTEES ACT 1993

  • The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the customer acquires goods or services from the seller for the purposes of a business.
  • If the customer on sells the goods to a third party, the customer shall indemnify the seller for any losses incurred due to third party claims against the seller.

11 – JURISDICTION

  • The contract shall in all respects be deemed to be a contract made in New Zealand and the validity, construction and performance of the contract shall be governed by New Zealand law.

12 – PERSONAL PROPERTY SECURITIES ACT 1999

  • The customer agrees that the provisions herein constitute a Security Interest in Personal Property (as those terms are defined in the Personal Property Securities Act 1999 (“PPSA”)) in respect of which the seller may register a financing statement on the Personal Property Securities Register.
  • The customer hereby waives its rights contained in sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131, and 132 of the PPSA.

13 – NON WAIVER

  • Failure by the seller to enforce any of the terms & conditions contained in this contract shall not be deemed to be a waiver of any of the rights the seller has in this contract and is not liable for any indirect loss or expense to the customer.

14 – CANCELLATION

  • The seller may cancel these terms and conditions or cancel delivery of goods and services at any time before the goods are delivered by giving written notice. The seller shall not be liable for any loss or damage arising from such cancellation.
  • The customer may cancel delivery of goods at the seller’s sole discretion and will be liable for any costs incurred by the seller.

15 – FORCE MAJEURE

  • The seller shall not be liable for failure or delay to perform its obligations if the delay or failure is beyond its control.

16 – INTELLECTUAL PROPERTY

  • The seller shall not be liable in respect of any claim which may be made against the seller for infringement of any letters, patent, registered design or copyright which may arise as a result of the seller supplying goods to the customer in accordance with these terms and conditions, and the customer agrees to indemnify and keep indemnified the seller from and against all or any such claims and against all loss, damage, costs and expenses incurred by or recovered against the seller in respect of any such claim.
  • Any drawings, specifications and technical data submitted or made available to the customer by the seller shall remain the property of the seller and the customer shall be liable to the seller for any loss, damage, cost or expense incurred by the seller as a result of any unauthorized use or disclosure by the customer of any such drawings, specifications and technical data.

17 – ASSIGNMENT

  • The customer shall not assign all or any of its rights or obligations under this contract without the written consent of the seller.

18 – WARRANTY

  • Any fault in workmanship will lead to the customer notifying the seller within 7 days.

19 – CONSTRUCTION CONTRACTS ACT 2002

  • This clause constitutes agreement by the seller and the customer on all of the mechanisms referred to in section 14 of the construction contracts act 2002.
  • As part of any invoice (where applicable) the seller may serve a “payment claim” on the customer as that term is defined in the construction contracts act 2002.
  • Where the seller submits a payment claim the customer may respond to the payment claim by providing a “payment schedule”, as that term is defined in the construction contracts act 2002. The payment schedule must be provided within 20 days of the date of receipt of the payment claim.
  • If the customer does not respond to a payment claim by providing a payment schedule within 20 days of the date of the invoice then the customer becomes liable to pay the claimed amount in the payment claim. If a payment schedule is provided before the expiry of the said period then the customer becomes liable to pay the scheduled amount in the payment schedule to the seller provided however that this does not in any way restrict or limit the seller’s right to refer to dispute resolution under these terms and conditions, or under the construction contracts act 2002, or by any other means available to the seller, any disputed part of the payment claim as set out in the payment schedule.
  • Unless otherwise agreed, where the seller serves a payment claim, the customer will pay the amount it becomes liable to pay under this clause within 20 days of the date of the payment claim.

20 – MISCELLANEOUS

  • If anything in this agreement is unenforceable, illegal or void it is severed and the rest of this agreement remains in force.
  • The customer may not claim any counter claim or set-off against any payments due by it to the seller.
  • Under no circumstances shall the liability of the seller exceed the price of the goods in the event of a breach of this contract.
  • The seller may license or sub-contract all or any part of its rights and obligations without the customer’s consent.
  • The seller reserves the right to review and change these terms and conditions at any time and will notify the customer of this in writing at which time the changes will take effect

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