Wholesale Terms of Trade
Fling & Copper Knox Limited - Terms of Trade November 2020
These terms of contract between Copper Knox Ltd. (the “Supplier”) and the Buyer of Goods or a Buyer signing this agreement (the "Buyer") shall apply to all orders for goods ("Goods") placed by or on behalf of the Buyer with the Supplier and which are accepted by the Supplier.
The Buyer shall make an offer to the Supplier based upon the description of the Goods and listed price and will be declared as a sale by description and binding on the Supplier only upon acceptance of the order by the Supplier. The Supplier may change or withdraw any description or price or any other consideration before the Supplier accepts an offer from the Buyer. No order accepted by the Supplier shall be cancelled without the consent of the Supplier and in such cases the Buyer will be liable to pay the Supplier for all costs and expenses incurred by the Supplier in fulfilling the order to the date of cancellation; and if the Goods cannot be cancelled or re-sold by the Supplier or are resold by the Supplier at a loss, the Buyer will be held liable for the cost of the Goods in total or any such loss.
Except as specifically provided otherwise in these Terms, any quotation provided by the Supplier to the buyer shall be valid for 30 days from the date of the quotation. The Supplier reserves the right to vary the price of the Goods at any time to take account of any change in specifications, any change in costs to provide such Goods and changes caused by circumstances beyond the Supplier’s reasonable control.
The price payable in respect of any order shall be increased by the amount of any goods and services tax or any other taxes and duties which may be applicable as well as the cost of delivery.
Unless otherwise agreed in writing, the price payable in respect of any order shall be the current price charged by the Supplier for such Goods on the day of delivery. This price may be increased or decreased by the amount of any increase or decrease in the cost of any goods, services or matters (including any change in currency exchange rates) affecting the cost of supply, production and/or delivery of the Goods between the date of acceptance of the order and the date of delivery.
Unless specifically agreed otherwise in writing, the full payment for each Order of Goods must be made by the buyer on or before the 20th day of the month following the month in which the invoice was dated.
The Supplier may require the buyer to pay a deposit of an amount nominated by the Supplier before the order will be processed. Deposits are non-refundable unless agreed otherwise in writing.
All payments must be in full without any deduction. If full payment is not received within 10 days of the due date, the Supplier is entitled to charge the Buyer interest on the unpaid overdue balance at the rate of 2.5% above the overdraft rate that would be charged by the Supplier's bank on an overdraft facility for the Supplier (calculated on a daily basis) from the Due Date to the date of payment. The charging of interest does not imply an extension of credit. The Supplier reserves the right to limit the amount of credit provided by the Supplier to the buyer at any time.
Any request by the buyer for cancellation of an Order must be in writing and may be delivered by email or by post. The buyer is liable to reimburse the Supplier for the costs it has incurred for labour and materials in fulfilling the Purchase Order up to the date the request for cancellation is received by the Supplier, together with the Supplier’s loss of profit resulting from the cancellation of the Purchase Order.
Any claim(s) by the Buyer arising out of the Contract must be made in writing and may be delivered by email or by post as soon as practicable after discovery by the Buyer and in any event no later than 7 days after delivery of the Goods. The Buyer must supply a sample, if requested, and information to the extent the Supplier can identify the product and the date of manufacture. The Supplier has the right at any time within 30 days after receipt of the claim to inspect the relevant Goods. If the Buyer disposes of any of the Goods within the 30 day period, except with the written consent of the Supplier, all claims in respect of the Goods disposed of are deemed to have been waived by the Buyer.
Unless agreed otherwise in writing, the Supplier will deliver or arrange the delivery of the Goods to the address nominated by the Buyer on the credit application form. Reasonable delivery times will be agreed between the parties at the time of the Order however, if the parties agree to expedite delivery times, the Buyer must pay all costs incurred by the supplier in meeting the expedite delivery time including overtime, freight or any other costs.
Any time stated for delivery is an estimate only. The Supplier shall not be liable in any way for any loss or damage suffered by the Buyer whatsoever for any failure to deliver Goods where such failure arises from, or as a result of, circumstances outside the control of the supplier and the Buyer shall not be entitled to cancel any Order.
The Supplier shall not be obliged to accept the return of any Goods for credit or any other purpose unless the Supplier, in its sole discretion, agrees to accept the return of the Goods and provides the Buyer with a return advice number prior to the return of Goods. Return of goods will only be accepted for credit within 14 days of delivery. Return freight will be met by the Supplier only in circumstances where the return arises from an error on the part of the Supplier. The Supplier shall have no obligation to accept any returned Goods that have been tampered with. Where Goods are returned to the Supplier but not accepted as above, they may be returned to the Buyer, at the Buyers expense.
If the Buyer has entered into these Terms for business purposes the provisions of the Consumer Guarantees Act 1993 are expressly excluded. Where legislation implies any condition or warranty in these Terms, and that legislation prohibits the exclusion or modification of such condition or warranty, such condition or warranty shall be deemed to be included. If any Goods are faulty or defective the Buyer shall notify the Supplier of the fault or defect in writing and return those Goods to the Supplier at the Buyer's cost within 14 days of the date the Buyer receives them. Upon receipt of the returned Goods, the Supplier may in their sole discretion either repair or replace those Goods, provided the Supplier is satisfied that the fault or defect was caused by defective workmanship or faulty materials rather than any neglect or misuse by the Buyer or a third party.
The Supplier is not liable whether in contract or tort (including negligence) or otherwise for any loss or damage suffered or incurred by the Buyer due to any action or omission by the Supplier or any third party engaged by the Supplier. The Supplier will not be liable for any indirect loss or damage of any kind, including any loss of profits. If, however, the Supplier is found liable, the Supplier’s' liability under these Terms, whether in contract, tort (including negligence) or otherwise, is limited at the Suppliers option, (to the fullest extent permitted by law) to replacing the Goods pursuant to the relevant Order, or an amount not exceeding the total invoice price for the relevant Order.
The Supplier may: (a) obtain credit information about the Buyer to review the Buyer's creditworthiness from time to time; and (b) disclose credit information about the Buyer (including payment defaults) to collections agencies (including the Suppliers solicitors) or credit reporting agencies who may disclose that information to others. The Buyer will pay all of the Suppliers costs and expenses (including legal costs and expenses incurred on a solicitor/own client basis) incurred in the enforcement of the Suppliers rights or remedies under these Terms including the recovery of all amounts owing by the Buyer, and such costs and expenses shall bear interest at the rate specified under the heading "Payment" above.
These Terms shall be governed and enforced in accordance with the laws of New Zealand and the Buyer submits to the exclusive jurisdiction of the New Zealand Courts. Should the Supplier be delayed in performing its obligations due to any cause not within its control, the Supplier may cancel or suspend these Terms without incurring any liability for any loss or damage suffered by the Buyer or any other person.
No failure or delay by the Supplier to exercise any right under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise by the Supplier of any right preclude any other or further exercise of that right or any other right. No waiver by the Supplier of its rights under these Terms shall be effective unless it is in writing and signed by The Supplier. The Buyer may not assign any of the Buyer's rights or obligations under these Terms without the prior written consent of the Supplier.
The Terms above constitute the entire agreement of the parties and supersede all prior agreements, understandings, negotiations and representations and discussions whether oral or written between the parties. The Buyer confirms they are authorised to sign these Terms. The Buyer and Guarantor hereby accept the above Terms of trade.