Lauranka New Zealand Ltd
Conditions Of Sale
In these Conditions of Sale, Lauranka New Zealand Ltd is referred to as “THE COMPANY” and the purchaser named in the offer is referred to as “THE PURCHASER”.
1. PERIOD OF OFFER
(a) This quotation remains open for acceptance for 30 days following date of quotation but is subject to current legislation and amendments thereto and also any variations as detailed hereunder.
(b) This quotation is an indication of current prices only. All goods and services are subject to availability. No binding contractual relationships shall be created until THE PURCHASER’S order in terms of this quotation is accepted by THE COMPANY.
This offer is subject to the availability of import or export license at the time of acceptance of offer, and to the obtaining of permits to remit monies abroad, and the like, necessary to complete the contract.
All prices set forth in this offer are net ex warehouse unless otherwise stated. Packaging, freight, insurance and installation, if undertaken by THE COMPANY, are chargeable as extras unless specifically stated as being included in the total price.
(b) Variation to Work:
(i) Any extra work beyond that specified in this quotation or any reduction in the work specified may be re-quoted by THE COMPANY, but in the event of a price not being agreed for any variation prior to the execution of the varied work the same shall be to THE PURCHASER’S account at THE COMPANY’S normal charge-out rates in force at the time of performance of the work. THE COMPANY undertakes to adjust the quoted sum by the amount originally included for such work prior to variation.
(ii) In addition a date will be set by which full and final details of THE PURCHASER’S requirements must be advised after which date any variation will be priced in accordance with paragraph 3(b)(i) above and deletions and substitutions may be subject to a cancellation charge. The delivery date may be renegotiated as necessary.
(c) Extra Cost in Event of Cancellation or Suspension:
In the event of the cancellation or suspension of the work on the instructions of THE PURCHASER or due to a lack of instructions, the contract price may be increased to cover any extra expense thereby incurred.
(d) Variation in Costs:
(i) Statutory Requirements: If by any reason of any increase in costs arising form compliance with any Act of Parliament, Order in Council or with any order regulation or bylaw made with statutory authority by Government departments or by local body or other authorities, introduced after the date of this quotation then such costs shall be to THE PURCHASE’S account.
(ii) Price Variation for imported Items: Prices for imported items included in this quotation (unless otherwise stated). Any variation in these rates and charges shall be to THE PURCHASER’S account.
(iii) General Variations: Any rise or fall in the cost of materials, labour or transport shall be to THE PURCHASER’S account.
(a) Unless otherwise stated on the invoice or in writing, terms of payment are strictly nett, payable in full on the 20th of the month following equipment being ready for dispatch, or provision of services or lodgment of claim for progress payments. Final payment is to be made by the 20th of the month following commissioning of THE COMPANY’S equipment or completion of services unless special arrangements are made and accepted in writing by THE COMPANY.
(b) THE COMPANY reserves the right to submit claims for progress payment against work completed and value of materials to hand to a value of 90% of the contract price during the course of the contract.
(c) Where goods are supplied on credit by THE COMPANY to THE PURCHASER, and in accordance with Clause 9 of these Conditions of Sale (RESERVATION OF TITLE) which creates a valid security agreement between THE COMPANY and THE PURCHASER, THE PURCHASER authorises that THE COMPANY is permitted to register as appropriate a Security on the PPSR (Personal Properties Securities Register).
5. PERFORMANCE AND LIABILITY FOR FAULTS
(a) THE COMPANY will replace or repair at THE COMPANY’S discretion at no charge, equipment proving faulty or not meeting its specification as advised in writing within a period of twelve (12) months ex warehouse dispatch date, or date of commissioning, whichever is applicable with the following exceptions
(i) Liability does not extend to fair wear and tear
(ii) Faulty or negligent use of the equipment
(iii) Unsuitable site of operation or unsatisfactory conditions of use and insufficient protection or other influences beyond THE COMPANY’S control
(iv) Any installation, alteration and repairs carried out by THE PURCHASER or third party cancels all liability for any consequences arising there from
(v) Liability for replacements supplied or repairs carried out does not extend the original twelve (12) months warranty period
(vi) Faulty equipment must be returned freight paid to THE COMPANY
(vii) Warranty repair work will be carried out during normal working hours 8:30am – 5pm Monday to Friday (New Zealand Time). For warranty repairs required to be carried out outside these hours current after hours labour rates will apply
(b) Liability under the above is cancelled if access is not granted to inspect or carry out repairs as necessary on the defective equipment at a reasonable time or under suitable conditions.
(c) THE COMPANY’S liability is limited to the extent set out in para 5(a) above and does not extend to consequential damages.
Any contract for the sale of goods in the quotation or tender is subject to wars, war conditions, acts of terrorism, Government controls, requisitions, embargoes, prohibition of imports or exports, shipwrecks, delays in transit, accidents, strikes, lockouts, riots, fire, epidemic, earthquake, tempest, flood, shortage of labour, congestion in warehouse or of orders in factories of manufacturers, insolvencies, nuclear disaster, restrictions on insurances or shipping or any unforeseen causes beyond the control of THE COMPANY and THE COMPANY may suspend shipment or delivery of whole or any part of the goods herein contracted for during continuance of any such cause as aforesaid or its delays or suspensions shall in no way invalidate this contract but THE COMPANY may at its sole option cancel the contract to THE PURCHASER and recover any costs incurred.
THE COMPANY will make every effort to ensure that goods are delivered expeditiously but THE COMPANY shall not be liable under any liquidated damage, penalty clause or non-performance clause where THE COMPANY is late or fails to supply any equipment or components from New Zealand or overseas supplying companies. Unless otherwise stated, delivery to a common carrier is sufficient compliance with this clause. THE COMPANY may at its option deliver the goods comprised in the order by installments, and in such cases each installment shall be treated as a separate contract under the same conditions as the whole, and THE COMPANY may in the event of circumstances arising which in its option prevent full delivery, treat partial delivery as performance of the order and cancel it as to the balance. THE PURCHASER shall not be entitled to cancel the contract for late delivery, except with THE COMPANY’S written permission.
The risk of any loss damage to or deterioration of the goods from whatever cause arising shall be born by the THE PURCHASER from delivery of the goods to THE PURCHASER which shall be deemed to be when the goods leave THE COMPANY’S premises.
9. RESERVATION OF TITLE
(a) Ownership in and title to the goods and for all other goods supplied by THE COMPANY to THE PURCHASER will remain with THE COMPANY until paid for in full by THE PURCHASER
(b) Should the goods become constituents of or be converted into other products while title and ownership remains with THE COMPANY the title and ownership shall attach to such other products as if they were solely and simple the goods and accordingly sub clause 9(a) shall as far as appropriate apply to such other products.
(c) On any sale of the goods by THE PURCHASER prior to payment in full being made to THE COMPANY or where constituents of another product then the proceeds of such sale shall be the property of THE COMPANY.
(d) THE COMPANY shall (without prejudice to its other remedies on default) at any time while title and ownership remains with it and monies are overdue by THE PURCHASER be entitled to retake possession of the goods and for that purpose to enter at any time onto any place where the goods are situated.
(e) THE COMPANY shall (without prejudice to its other remedies on default) be entitled to re-sell the goods at any time after THE PURCHASER has defaulted in payment for the goods or any other goods supplied by THE COMPANY to THE PURCHASER
10. CONSEQUENTIAL LOSS
THE COMPANY will not be responsible for any liability for any direct, indirect, consequential or any other loss, expense or damage (for which apart from the provisions of this clause it would be liable) resulting from the negligence of THE COMPANY or its servants or agents in the installation, maintenance or delivery of any goods supplied by THE COMPANY or for any loss or damage or alleged loss of damage whether direct, indirect, or consequential caused through any defect or alleged defect in the goods supplied, installed or maintained by THE COMPANY, however so arising and it shall be the responsibility of THE PURCHASER to arrange adequate insurance in respect of any loss or damage that might arise from negligence of THE COMPANY or its servants or agents in the installation, maintenance or delivery of any goods supplied by THE COMPANY and THE PURCHASER indemnifies THE COMPANY accordingly.
No retentions shall be made unless specifically agreed to in this quotation.
THE PURCHASER warrants that any design or instruction furnished or given by him shall not be such as will cause THE COMPANY to infringe any letters patent, registered design, trademark, or copyright in the performance of the Contract and THE PURCHASER indemnifies THE COMPANY from and against all claims made against THE COMPANY for any such infringement and for the costs it may incur as a result thereof.
If at any time any question dispute or difference whatsoever shall arise between THE PURCHASER and THE COMPANY upon, in relation to, or in connection with any contract arising from this quotation either party may give to the other notice in writing of the existence of such questions, dispute or difference and the same shall thereupon be referred to the arbitration in New Zealand of such a person to be mutually agreed upon, or failing agreement within thirty days of the receipt of such notice of some person appointed on the application of either party by the President of the New Zealand Institution of Engineers. The submission shall be deemed to be a submission to arbitration within the meaning of the terms of Arbitration Laws in force in New Zealand.
14. LEGAL CONSTRUCTION
The Contract shall in all respects be constructed and operate as a New Zealand contract and in conformity with the Laws of New Zealand.
15. EXCLUSIVE REPRESENTATION, WARRANTIES AND CONDITIONS
No condition, warranty or representation in respect to the said goods or their quality, state, condition or fitness (except as otherwise herein expressly provided) is given, nor shall the same be implied and all warranties and conditions contained in any Statute or by Common Law are hereby negatived and abrogated. THE COMPANY without undertaking any responsibility whatsoever therefore will in any case where the manufacturer, agent supplier or seller makes or gives any such warranty, representation or condition assist THE PURCHASE to obtain the benefit of such warranty, representation or condition and THE PURCHASER’S remedy if any breach of thereof shall be against the manufacturer, agent, supplier or seller alone.
16. STORAGE OF DATA
Where THE COMPANY provides product (including licensed Software) that may be used to store or calculate data, in no event shall THE COMPANY or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary losses) arising out of the use of or inability to use this product. THE PURCHASER warrants that any use of the product will conform with the Laws of New Zealand (or the Laws of any other Country where product is supplied into) and without limitation will not infringe any Contract of Employment or similar such Contract and THE PURCHASER indemnifies THE COMPANY from and against all claims made against THE COMPANY for any such infringement and for the costs it may incur as a result thereof.
While THE COMPANY endeavors to ensure that all statements or advice given by it or on its behalf by its servants or agents are accurate THE PURCHASER shall rely on its own judgment and THE COMPANY shall not be liable either in contract or in negligence for any such statements or advice.
These Conditions of Sale supersede and take precedence as may be applicable to the General Conditions of Contract, Council Specifications and any other documents which may comprise the Contracts Documents.
Updated July 2019