Terms and Conditions

1. Application of Terms

1.1 These Terms apply to every order of G&A Adhesives Ltd’s products or Services. In the event of any inconsistency between these terms and an order, these Terms shall prevail to the extent of the inconsistency. No other terms and conditions will be binding on the Seller unless made in writing and signed by a Director of G&A Adhesives Ltd.

1.2 Quotations, offers and estimates may be subject to alteration and are valid for a maximum period of ninety (90) days unless otherwise specified in writing.

1.3 There shall be no contract until an order is accepted in writing or by delivery of the products or Services contained in the order.

1.4 Orders once accepted cannot be cancelled or varied without written consent.

1.5 G&A Adhesives Ltd reserves the right to correct any significant errors or omissions of any kind in its offers, quotations, order confirmations or invoices. The Seller further reserves the right at any time and without notice to impose a limit on the amount of products the Buyer may purchase.

1.6 Supply of the products or Services does not create any obligation on the part of G&A Adhesives Ltd to supply the products or Services on a continuing basis or at any time in the future.

2. Definitions

2.1 “Buyer” shall mean the customer or client or any other person acting on behalf of, or with the authority of, the customer or client in procuring Goods and/or Services from G&A Adhesives Limited.

2.2 “Delivery” shall have the same meaning as in section 2 of the Sale of Goods Act 1908.

2.3 “Goods” shall have the same meaning as in section 2 of the Sale of Goods Act 1908 and are Goods supplied by the Seller to the Buyer.

2.4 “Guarantor” means the person/s, whether natural or legal, agreeing to be liable for the debts of the Buyer on a principal debtor basis.

2.5 “ Price” shall mean the cost of the Goods as agreed between the Seller and the Buyer, and at the Seller’s sole discretion shall be either:

(a) as indicated on invoices provided by the Seller to the Buyer in respect of the Goods supplied; or

(b) subject to clause 4, the Seller’s quoted Price, which shall be binding upon the Seller provided that the Buyer accepts in writing the Seller’s quotation within thirty (30) working days.

2.6 “Seller” shall mean G&A Adhesives Ltd.

2.7 “Services” shall have the same meaning as in section 2 of the Consumer Guarantees Act 1993.

3. Acceptance of Terms

3.1 Any instructions received by the Seller from the Buyer for the supply of Goods or Services and/or the Buyer’s acceptance of Goods or Services supplied by the Seller shall constitute acceptance of the terms and conditions contained herein.

3.2 Where more than one Buyer has entered into this agreement, the Buyers shall be jointly and severally liable for all payments of the price.

3.3 Upon acceptance of these terms and conditions by the Buyer, the terms and conditions are irrevocable and may only be amended with the written consent of the Seller.

3.4 The Buyer shall give the Seller not less than ten (10) working days’ prior written notice of any proposed change of ownership of the Buyer, any change in the Buyer’s name, or any other change in the Buyer’s details (including but not limited to, changes in the Buyer’s address, facsimile number, or business practice). The Buyer shall be liable for any loss incurred by the Seller as a result of the Buyer’s failure to comply with this clause.

3.5 None of the Seller’s agents or representatives are authorised to make any representations, statements, conditions or agreements that the Director of the Seller has not expressed in writing, nor is the Seller bound by any such unauthorised statements.

4. Conditions of Payment

4.1 Any variation from any contract entered into with the Seller for scheduled Goods or Services shall be charged for on the basis of the Seller’s quotation and shall be shown as an extra on the invoice. Subject to clauses 4.3-4.5, payment for all extras must be made in full at the time of completion of the Services in question or on delivery of the Goods.

4.2 Time for payment for the Goods shall be of the essence and shall be stated on the invoice, quotation or any other order forms. If no time is stated, payment shall be on delivery of the Goods or on completion of the Services in question.

4.3At the Seller’s sole discretion, the Seller may arrange to accept payment from certain approved Buyers at a time following delivery of an invoice/statement to the Buyer’s address for service.

4.4 Payment shall be made by cash, cheque, credit card, bank cheque, direct credit, or any other method agreed between the Buyer and the Seller and will be receipted once funds have cleared.

4.5 The Price shall be increased by the amount of any GST or other applicable taxes and duties, unless such taxes and/or duties are expressly included in any quotation given by the Seller.

5. Default and Consequences of Default

5.1 Interest on overdue invoices shall accrue on a daily basis from the date when payment falls due at a rate of 2.5% compounding per calendar month and shall accrue at such a rate after as well as before any judgment.

5.2 If the Buyer defaults in payment of any invoice falling due, the Buyer shall indemnify the Seller in respect of the Seller’s recovery costs and disbursements, including legal costs on a solicitor/client basis and the Seller’s nominee’s costs of collection.

5.3 Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Goods to the Buyer and any other obligations under the Terms and Conditions of Trade. The Seller shall not be liable for any loss or damage suffered by the Buyer because the Seller has exercised its rights under this clause.

5.4 If any account remains unpaid at the end of the second month following supply of the Goods and/or Services, an amount of the greater of $20.00 or 10% of the amount overdue shall be levied for administration fees which sum shall fall immediately due and be payable in addition to the interest chargeable under clause 5.1 .

5.5 Notwithstanding clause 4.3, and without prejudice to any other remedies available to it at law or in equity, the Seller shall be entitled to cancel all or any part of any order which remains unperformed, with all amounts owing to the Seller falling immediately due and payable, in the event that:

(a) in the Seller’s opinion, the Buyer is likely to be unable to meet its payment obligations for Goods or Services as they fall due; or

(b) the Buyer becomes insolvent; or

(c) the Buyer convenes a meeting with its creditors to resolve outstanding debt issues; or

(d) the Buyer proposes or enters into an arrangement with creditors to resolve outstanding debt issues; or

(e) the Buyer makes an assignment for the benefit of its creditors; or

(f) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer.

6. Defects/Returns

6.1 The Buyer shall within seven (7) working days of delivery of the Goods or completion of Services notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with the description or quotation.

6.2 The Buyer shall afford the Seller an opportunity to inspect the Goods or completed work within seven (7) working days following notification of the alleged defect, shortage in quantity, damage or failure to comply with a description or quotation.

6.3 Except where paragraph (a) or (b) of section 22(2) of the Consumer Guarantees Act 1993 applies, the Buyer shall return the rejected Goods to the Seller at the Buyer’s cost within seven (7) working days of notification of the alleged defect, shortage in quantity, damage or failure to comply with a description or quotation.

6.4 Rejected Goods must be returned in the condition in which they were delivered and with all packaging material, brochures, warranty details (if any) and instruction material in as new condition as is reasonable in the circumstances.

6.5 Any failure to comply with clauses 6.1-6.4 will result in the Goods or Services being conclusively presumed to be free from any defect or damage.

6.6 Where the Seller is required to remedy any defect or other failure of the Goods, the Seller’s liability shall be limited at the Seller’s discretion to:

(a) replacing the Goods with Goods of a matching type; or

(b) at the Seller’s sole discretion, accepting the Goods for credit though this may incur a restocking fee of 20% of the value of the returned Goods plus any freight; or

(c) where the Seller cannot reasonably be expected to replace the Goods, providing a refund of any money paid or other consideration provided by the Buyer in respect of the Goods and/or Services.

6.7 The Seller shall not be liable for Goods which have not been stored or used or applied in a proper manner.

7. Risk

7.1 Risk shall pass to the Buyer on delivery of the Goods.

7.2 Where an agent of the Buyer, carrier, courier, or other bailee is engaged for the purposes of transmission of the Goods to the Buyer, risk shall pass to the Buyer when possession of the Goods is given to such agent, carrier, courier, or other bailee.

7.3 The Seller shall not be liable for any loss whatsoever suffered by the Buyer or any third party from such time as the Goods have been transferred to an agent of the Buyer, carrier, courier, or other bailee for delivery.

8. Delivery of Goods

8.1 Unless otherwise arranged with the Seller, delivery of the Goods shall be made to the Buyer’s address for service.

8.2 The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery, or delivery of the Goods shall be made to the Buyer at the Seller’s address.

8.3 Delivery of the Goods to a carrier, whether engaged by the Buyer or at the initiative of the Seller for the purpose of transmission to the Buyer, shall be deemed to be a delivery of the Goods to the Buyer, and the carrier shall be deemed to be the Buyer’s agent.

8.4 The costs of carriage and any insurance which the Buyer reasonably directs the Seller to incur shall be borne by the Buyer (without any set-off or other withholding whatsoever), and this debt shall fall due on the date of payment for the Goods.

8.5 The failure of an agent of the Buyer, carrier, courier, or other bailee to deliver the Goods shall not entitle the Buyer to treat this contract as cancelled.

9. Delivery of Dangerous Goods

9.1 The Seller’s rights and obligations contained in clause 8 above are subject to its obligations to deliver any dangerous Goods in accordance with the applicable law.

9.2 Any failure or refusal by the Seller to deliver dangerous Goods to the Buyer, either directly or via courier, because such delivery would be a breach of the Seller’s legal obligations to deal with dangerous Goods appropriately, shall not be construed as a breach or repudiation of the Seller’s obligations under the contract and shall not give rise to any claim against the Seller for breach of contract.

10. No Warranty

10.1 Except as provided in the Consumer Guarantees Act 1993, the Seller makes no representation, condition, warranty or promise, express or implied, in respect of Goods supplied to the Buyer.

10.2 Except as provided in the Consumer Guarantees Act 1993, the Seller shall not be liable for any loss of any kind whatsoever suffered by the Buyer as a result of a breach of any of the Seller’s obligations regarding the supply of Goods or any negligence on the part of the Seller, its employees, agents or contractors, nor shall the Seller be liable for any loss, damage or injury caused to the Buyer’s employees, agents, contractors, customers or other persons. The Buyer will indemnify the Seller against any claim by such persons.

10.3 The liability of the Seller arising from a breach of any of its obligations regarding the supply of Goods, or from any negligence on the part of the Seller, its employees, agents or contractors, shall be limited to damages not exceeding the Price of the Goods supplied.

10.4 Except as provided by section 8 of the Consumer Guarantees Act 1993, where the Buyer purchases Goods for a particular purpose, it is the Buyer’s sole responsibility to ensure that the Goods will be suitable for that purpose, and the Seller shall have no liability whatsoever in the event that the Goods are not fit for that purpose, notwithstanding any statements made to the Buyer by the Seller or its officers or employees or agents.

11. Personal Property Securities Act 1999 (PPSA)

11.1 At the request of the Seller, the Buyer shall grant to the Seller a security interest, including a Purchase Money Security Interest (PMSI) if deemed necessary by the Seller, in all present and after-acquired Goods supplied by the Seller to the Buyer and described in any:

a) quotation from the Seller to the Buyer;

b) contract between the Seller and the Buyer including, without limitation, documentation (electronic or otherwise) supplementary to that contract and incorporated into that contract by reference or otherwise;

c) purchase order or any other order for Goods from the Buyer;

d) dispatch order, invoice, statement or remittance advice from the Seller to the Buyer.

11.2 At the request of the Seller, and until all and any amounts due to the Buyer have been paid in full, the Buyer will promptly execute any documents and do anything else required by the Seller to effect registration of a perfected security interest or PMSI on all Goods supplied by the Seller.

11.3 Except with the prior written consent of the Seller, the Buyer shall not agree to allow any person (including the Buyer) to file a financing statement over any Goods supplied by the Seller while the Buyer is liable to the Seller for any debt.

11.4 The Buyer shall notify the Seller immediately if the Buyer becomes aware of any person taking steps to file a financing change statement against any Goods supplied to the Buyer by the Seller.

11.5 The terms “security interest”, “purchase money security interest”, “perfected security interest”, “personal property”, “financing statement”, and “financing change statement” referred to in the above clauses have the meanings given by the PPSA.

11.6 The Seller and the Buyer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms and Conditions.

11.7 The Buyer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.

11.8 Unless otherwise agreed to in writing by the Seller, the Buyer waives its right to receive a verification statement in accordance with section 148 of the PPSA.

12. Privacy Act 1993

12.1 The Buyer authorises the Seller to:

a) collect, retain and use personal information about the Buyer for the following purposes:

(i) assessing the Buyer’s credit worthiness;

(ii) administering financing, whether directly or indirectly, of the Buyer’s contract(s) and enforcing the Seller’s legal rights;

(iii) providing information to credit agencies for the purpose of maintaining effective credit records.

12.2 The Buyer acknowledges that:

a) the information is held by the Seller at the address specified in this document notwithstanding that it may also be held elsewhere by the Seller and other persons for the purposes described above;

b) where information can be readily retrieved, the Buyer shall have the right to access it, the right to request correction, and the right to be notified of action taken in response to such request, subject to payment of any reasonable charge;

c) the aforesaid authorisations are irrevocable.

13 Personal Guarantee

13.1 In consideration of the Seller supplying Goods to the Buyer at the Guarantor’s request, the Guarantor irrevocably and unconditionally guarantees punctual payment of all amounts payable by the Buyer to the Seller and punctual performance of all of the Buyer’s obligations to the Seller.

13.2 The Guarantor indemnifies the Seller against all costs, losses, expenses and liabilities (including legal expenses on a full indemnity basis) incurred or sustained by the Seller as a consequence of the Buyer defaulting on its obligations to the Seller.

13.2 The Guarantor is deemed to be principal debtor and liable as though the Guarantor were the Buyer (notwithstanding that, as between Guarantor and Buyer, the Guarantor is guarantor and surety).

13.3 In acting as Guarantor and surety for the Buyer, the Guarantor acknowledges that this is a continuing Guarantee which applies in respect of all Goods to be supplied to the Buyer.

13.4 The Guarantor acknowledges that the Seller has absolute discretion to release or discharge the Guarantor from liability under this Guarantee, whether partially or in full, without prejudicing or affecting the Seller’s legal rights against the Buyer.

14 Intellectual Property

14.1 The Buyer warrants that all designs or instructions to the Seller will not cause the Seller to infringe any patent, registered design or trademark when executing the Buyer’s order.

15 Cancellation

15.1 By giving written notice, the Seller may cancel these terms and conditions or cancel the delivery of Goods and/or Services at any time before delivery of the Goods.

15.2 On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price of those Goods.

15.3 The Seller shall not be liable for any loss or damage whatsoever arising from such cancellation.

15.4 At the Seller’s sole discretion, the Buyer may cancel delivery of Goods and/or Services. In the event that the Buyer cancels delivery of Goods and/or Services, the Buyer shall be liable for any costs incurred by the Seller up to the time of cancellation.

16 Buyer’s Disclaimer

16.1 The Buyer hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any misrepresentation made to him by any agent of the Seller.

16.2 The Buyer acknowledges that the Buyer buys the Goods relying solely upon the Buyer’s own skill and judgement.

16.3 The Buyer acknowledges that the Seller shall not be bound by, nor be responsible for, any term, condition, representation or warranty other than the warranty given by the manufacturer.

17 Contractual Remedies Act 1979

17.1 The Buyer agrees that the provisions of the Contractual Remedies Act 1979 shall apply to this contract as if section 15(d) were omitted from the Contractual Remedies Act 1979.

18 Security and Charge

18.1 Despite anything to the contrary contained herein or any other rights which the Seller may have howsoever:

(a) Where the Seller in its sole discretion deems it necessary, the Buyer and/or the Guarantor agree to permit registration of a mortgage or charge over their joint and/or several interest in any land, realty or other asset capable of being charged by way of securing all monetary obligations payable to the Seller or the Seller’s nominee under its contract with the Buyer.

(b) Should the Seller elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Buyer and/or Guarantor shall indemnify the Seller from and against all the Seller’s costs and disbursements including legal costs on a solicitor-client basis.

19 General

19.1 All Goods and Services supplied by the Seller are subject to the laws of New Zealand and the Seller takes no responsibility for changes in the law that affect the Goods or Services supplied.

19.2 If any provision of these terms and conditions shall be deemed unenforceable by a Court of Law, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

19.3 The Seller shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of these terms and conditions.

19.4 In the event of any breach of this contract by the Seller, the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.

19.5 Neither party shall be liable for any default due to any act of God, terrorism, war, strike, lock out, industrial action, flood, storm or other event beyond reasonable control of either party.

19.6 The Buyer shall not offset against the Price amounts due from the Seller without prior written approval from the Seller.

19.7 The Seller reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change in such terms and conditions, that change will take effect from the date on which the Seller notifies the Buyer of such change.