MWF Manufacturing Ltd - Terms & Conditions of Trade
Acceptance and Guarantee
1.1. - These Terms and Conditions set out the basis of the relationship between the Buyer and the Seller. These Terms and Conditions will apply every time you engage us to supply you with Goods and/or Services, unless we have agreed an alternative arrangement with you, which is recorded in writing. Any instructions received by the Seller from the Buyer for the supply of Goods and/or Services shall constitute acceptance of these Terms and Conditions.
1.2. - Where the Buyer requests any variation to the supply of Goods and/or Services (Variation), the Seller will assess the impact of the Variation and notify the Buyer in writing as to whether:a) the Variation results in no additional costs to the Buyer; or
b) the Variation results in additional costs to the Buyer.
1.3. - Where the Variation results in additional costs to the Buyer pursuant to clause 1.2(b), the Seller will provide the Buyer with written notice as to options for payment for the Variation as follows:
a) Costs for the Variation are to be paid up-front at the time the Variation is agreed; or
b) Costs for the Variation are to be included as part of any invoice rendered by the Seller.
1.4. - Once the Buyer has received notice from the Seller pursuant to 1.3, the Buyer may elect to proceed with the Variation. If the Buyer does not proceed with the Variation, the Price shall remain as per any original scope agreed between the Buyer and Seller.
1.5. - Where more than one Buyer has entered into these Terms and Conditions, each Buyer shall be jointly and severally liable for all payments of the Price.
1.6. - Once accepted these Terms and Conditions shall continue and remain in force unless terminated in accordance with clause 13.
1.7. - In consideration of the Seller establishing a credit account for the Buyer, the Guarantor personally guarantees to the Seller the payment of all moneys owing on such credit account. This is an irrevocable and continuing guarantee.
1.8. - The Guarantor agrees to be bound as a principal debtor so that his or her liability under this guarantee shall not be released or affected by any delay, waiver, indulgence, or concession by the Seller or any other act, matter, circumstance or law whereby the Guarantor would but for this provision have been released from liability.Goods / Services
2.1. - The Goods and/or Services are as described on the invoices, quotation, work authorisation or any other work commencement forms as provided by the Seller to the Buyer.
Price and Payment
3.1. - The Price shall be either:
a) The Seller’s quoted Price (subject to clause 3.2) which shall be binding upon the Seller if accepted by the Buyer within thirty (30) days from the date of the quotation; or
b) If no quotation has been provided, then as indicated on invoices provided by the Seller to the Buyer in respect of the Goods and/or Services provided.
3.2. - Notwithstanding clause 3.1(a), any Variation that results in an additional cost and has been accepted by the Buyer pursuant to clause 1.4 will be shown as a Variation on the Seller’s invoice. Payment for all variations must be made in full as indicated in the Seller’s invoice.
3.3. - The Seller reserves the right to correct any typographical or clerical errors contained in any Price, plan of scheduled works or specifications provided to the Buyer.
3.4. - The Seller may submit a detailed payment claim at intervals of not less than monthly for work performed up to the end of each month including in respect of any off site works, including variations whether or not the value of such variations have been finally agreed between the parties, and the value of materials delivered to the site but not installed. Progress payments shall be made within twenty (20) working days of each monthly payment claim.
3.5. - Payment will be made by direct credit or as otherwise mutually agreed between the Seller and the Buyer. All invoices rendered by the Seller will be payable on the specified due date as set out on invoices.
3.6. - The Price is exclusive of any GST and any other taxes and duties which may be applicable, unless expressly included in the Seller’s quotation.Delivery of Goods
4.1. - The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery and delivery of the Goods to a carrier, either named by the Buyer or failing such naming to a carrier at the discretion of the Seller for the purpose of transmission to the Buyer, is deemed to be a delivery of the Goods to the Buyer.
4.2. - The costs of carriage and any insurance which the Buyer reasonably directs the Seller to incur shall be reimbursed by the Buyer (without any set-off or other withholding whatever) and shall be due as indicated in the Seller’s invoice. The carrier shall be deemed to be the Buyer’s agent.
4.3. - The Seller shall not be liable for any loss or damage caused in accessing the work site beyond the reasonable control of the Seller (including, without limitation, damage to pathways, driveways and concreted, paved or grassed areas.Risk
5.5. - All risk for the Goods passes to the Buyer on delivery.
5.6. - If any of the Goods are damaged or destroyed prior to title to them passing to the Buyer, the Seller is entitled, without prejudice to any of its other rights or remedies under these terms and conditions (including the right to receive payment of the balance of the Price of Goods), to receive all insurance proceeds payable in respect of the Goods. This applies whether or not the Price has become payable under these terms and conditions. The production of these terms and conditions by the Seller is sufficient evidence of the Seller’s rights to receive the insurance proceeds without the need for any person dealing with the Seller to make further enquiries.Defects/Returns
6.1. - The Buyer shall inspect the Goods on delivery and shall within three (3) days of delivery notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote (Defective Goods) and must immediately advise the Seller and afford the Seller an opportunity to inspect the Defective Goods within a reasonable time. If the Buyer shall fail to comply with the preceding sentence the Buyer waives any right to reject the Defective Goods or to make any claim against the Seller whatsoever in relation to the Defective Goods.
6.2. - For Defective Goods, which the Seller has agreed in writing that the Buyer is entitled to reject, the Seller’s liability is limited to either (at the Seller’s discretion) replacing the Defective Goods or repairing the Defective Goods provided that:a) The Buyer has complied with the provisions of clause 6.1;
b) The Seller will not be liable for Defective Goods which have not been stored or used in a proper manner.
6.3. - The Seller may (in its discretion) accept the Defective Goods for credit but this may incur a handling fee of 10% of the value of the returned Defective Goods plus the full costs of any freight.Warranty
7.1. - Subject to the conditions of warranty set out in Clause 7.2, the Seller warrants that if any defect in any workmanship of the Seller becomes apparent (that was not reasonably discoverable following delivery in accordance with clause 6.1 above and is reported to the Seller within three (3) months of the date of delivery (timing being of the essence) then the Seller will either (at the Seller’s sole discretion) repair the defect or remedy the workmanship.
7.2. - The conditions applicable to the warranty given by clause 7.1 are:a) The warranty shall not cover any defect or damage and any consequential defect or damage which may be caused or partly caused by or arise through:
(i) Failure on the part of the Buyer to properly maintain any Goods; or
(ii) Failure on the part of the Buyer to follow any instructions or guidelines provided by the Seller; or
(iii) Any use of any Goods otherwise than for any application specified in a quote or order; or
(iv) The continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or use; or(v) Fair wear and tear, any accident or act of God.
b) The warranty does not apply, and the Seller shall not be held liable, if the workmanship is repaired, altered or overhauled without the Seller’s consent.
c) In respect of all claims the Seller shall not be liable to compensate the Buyer for any delay in either replacing or repairing the workmanship/Goods or in properly assessing the Buyer’s claim.
7.3. - The warranty does not cover any third-party components or materials that are purchased for or used in the Goods for the Buyer. The third-party manufacturer’s warranty shall be the sole warranty in respect of such components or materials.
7.4. - To the fullest extent permitted by law, but subject to express provisions of clause 7.2:a) The Seller gives no representation or warranty whatsoever as to the condition or quality of the Goods or as to their suitability or fitness for their ordinary or special use or purpose and the description of the Goods in any contract, quote or other document shall not import any such condition or warranty on the Seller;
b) All such statutory and implied conditions and warranties except as to title are excluded; and
c) It is the responsibility of the Buyer to satisfy itself as to the condition, quality, suitability and fitness of the Goods for its purposes and the Buyer accepts the Goods on this basis.
7.5. - The Seller shall, except to the extent expressly provided in clause 7.2, be under no liability to the Buyer (whether in contract, tort or otherwise) for any loss (including but not limited to loss of profits and consequential loss) or any kind whatsoever arising out of the supply of or failure to supply Goods.
7.6. - If, notwithstanding clause 7.5, the Seller is found to be liable to the Buyer in any circumstances then, notwithstanding clause 7.2, the maximum combined amount the Seller will be liable for to the Buyer under any contract shall be an amount equal to the lesser of:a) The purchase Price of the Goods and/or Services; or
b) The cost of replacement or repair of the Goods.
7.7. - The Seller shall be under no obligation or liability whatsoever for failure of the Goods to correspond with any description, including without limitation, any description relating to quality, dimensions, weight, place of delivery or other statements relating to transporting of the Goods.
7.8. - Where the Buyer is a consumer (as defined by the CGA), nothing in these terms and conditions shall limit the Buyer’s rights under the CGA which are unable to be excluded by law.
7.9. - The Buyer warrants to the Seller that:a) it is solvent and able to pay its debts as they become due and is properly authorised to enter into these Terms;
b) it will provide clear access to the premises as required by the Seller to enable it to undertake the Services;
c) any measurements, plans or other specifications provided by the Buyer are accurate and have been verified by the Buyer prior to placement of the order;
d) the Buyer has received the specifications (if any) relating to the Goods;
e) the Customer will ensure the Goods are used in accordance with the specifications (if any) and any other instructions concerning use, handling, assembly and storage provided by the Seller to the Buyer;
f) prior to the performance of the Services, the Buyer shall advise the Seller of the precise location of all underground services on the premises and clearly mark the same.
7.10. - Notwithstanding any other provision of these Terms, the Seller shall not be liable:
a) where the Buyer has altered or modified the Goods or have subjected them to any unusual or non-recommended use, assembly, loading, storage, or handling or use other than in accordance with the Seller’s instructions or specifications;b) for any loss sustained by the Buyer or where the measurements, plans or other information provided by the Buyer are inaccurate and are relied upon by the Seller;
c) where the Buyer has not advised the Seller the Goods are intended for use at a Workplace (as defined in the HSWA) the Buyer agrees it is not reasonably practical or within the control of the Seller to comply with any HSWA requirements in respect of the Goods;
d) for loss caused by any factors beyond the reasonable control of the Seller, including environmental damage or external causes, including accident, abuse or misuse;
e) normal wear and tear, an act of God, fire, flood, earthquake, war, act or violence or any similar occurrence;
f) for any indirect or consequential loss of any kind or for any loss of profit or opportunity;
g) where any required consent, approval or permit has not been previously or properly obtained by the Buyer or the terms of any such consent, approval, permit or other requirement have not been complied with; or
h) where the terms of any written warranty have not been complied with, or any Seller instructions (including as to assembly, loading, use or handling) not complied with.
Default & Consequences of Default
8.1. - If full payment for the Goods and/or Services is not made when due, then without prejudice to any other remedies available:
a) the Seller may cancel or withhold supply of the Goods and/or Services;
b) interest on overdue invoices shall accrue daily from the due date for payment until the date of payment at a rate of 2.5% per calendar month or any unpaid balance, compounding per calendar month, and shall accrue both before and after any judgment;
c) the Buyer shall indemnify the Seller from and against all of the Seller’s costs and disbursements for any amount payable pursuant to this clause 8 (including legal costs on a full indemnity basis).
d) the Seller or the Seller’s agent may:
(i)give notice in writing to the Buyer to return all Goods supplied or any of them to the Seller. Upon such notice the rights of the Buyer to obtain ownership or any other interest in the Goods shall cease.
(ii) if the Buyer fails to return the Goods to the Seller, enter upon and into land and premises owned, occupied or used by the Buyer, or any premises as the invitee of the Buyer, where the Goods are situated and take possession of the Goods, without being responsible for any damage thereby caused.e) the Seller will not be liable to the Buyer for any loss or damage consequential or otherwise that the Buyer suffers because the Seller exercised its rights under this clause.
8.2. - If any account remains unpaid at the end of the second calendar month after supply of the Goods or Services an amount of the greater of $20.00 or 10.00% of the amount overdue shall be levied for administration fees which sum shall become immediately due and payable in addition to the interest payable under clause 8.1 hereof.Title
9.1. - Property in the Goods shall not pass to the Buyer until:
a) The Buyer has paid all amounts owing for the Goods; and
b) The Buyer has met all other obligations due by the Buyer to the Seller in respect of all contracts between the Seller and the Buyer and that the Goods, or proceeds of the sale of Goods, shall be kept separate until the Seller shall have received payment and all other obligations of the Buyer are met.
Personal Property Securities Act 1999 (PPSA)
10.1. - The Buyer acknowledges and agrees that:
a) these Terms and Conditions constitute a security agreement for the purposes of the PPSA; and
b) a security interest is taken in all Goods previously supplied by the Seller to the Buyer (if any) and all Goods that will be supplied in the future by the Seller to the Buyer
10.2. - The Buyer undertakes to:a) sign any further documents and/or provide any further information, such information to be complete, accurate and up-to-date in all respects, which the Seller may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register (PPSR);
b) indemnify, and upon demand reimburse, the Seller for all expenses incurred in registering a financing statement or financing change statement on the PPSR or releasing any Goods charged thereby;
c) not register a financing change statement or a change demand without the prior written consent of the Seller;
d) give the Seller not less than fourteen (14) days prior written notice of any proposed change in the Buyer’s name and/or any other change in the Buyer’s details (including but not limited tom changes in the Buyer’s address, facsimile number, or business practice); and
e) immediately advise the Seller of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
10.3. - The Seller and the Buyer agree that nothing in section 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms and Conditions of Trade.
10.4. - The Buyer waives its rights as a debtor under sections 116, 120(2), 121, 15, 126, 127, 129, 131 and 132 of the PPSA.
10.5. - 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.
10.6. - The Buyer unconditionally ratifies any actions taken by the Seller under clauses 10.1 to 10.5 under and by virtue of the power of attorney given by the Buyer to the Seller.Security & Charge
11.1. - Despite anything to the contrary contained herein or any other rights which the Seller may have howsoever:
a) Where the Buyer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Buyer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset the Seller or the Seller’s nominee to secure all amounts and other monetary obligations payable under the Terms and Conditions of Trade. The Buyer and/or the Guarantor acknowledge and agree that the Seller (or the Seller’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.
b) To give effect to the provisions of clause 11.1(a) hereof the Buyer and/or the Guarantor (if any) do hereby irrevocably nominate constitute and appoint the Seller or the Seller’s nominee as the Buyer’s and/or Guarantor’s true and lawful attorney to execute mortgages and charges (whether registerable or not) including such other terms and conditions as the Seller and/or the Seller’s nominee shall think fit in his/her/its/their absolute discretion against the joint and/or several interest of the Buyer and/or the Guarantor in any land, realty or asset in favour of the Seller and in the Buyer’s and/or Guarantor’s name as may be necessary to secure the said Buyer’s and/or Guarantor’s obligations and indebtedness to the Seller and further to do and perform all necessary and other acts including instituting any necessary legal proceedings, and further to execute all or any documents in the Seller’s absolute discretion which may be necessary or advantageous to give effect to the provisions of this clause.
Intellectual Property
12.1. - Where the Seller has designed or drawn Goods for the Buyer, then the copyright in those designs and drawings shall remain vested in the Seller.
12.2. - The Buyer warrants that all designs or instructions provided to the Seller will not cause the Seller to infringe any patent, registered design or trademark in the execution of the Buyer’s order.Cancellation
13.1. - The Seller may cancel these Terms and Conditions or cancel the delivery of Goods and Services at any time before the Goods are delivered by giving written notice to the Buyer. On giving such notice, the Seller shall promptly repay to the Buyer any sums paid in respect of the Price for those Goods. The Seller shall not be liable for any loss or damage whatsoever arising from such cancellation.
13.2. - In the event that:a) any money payable to the Seller becomes overdue, or in the Seller’s opinion the Buyer will be unable to meet its payments as they fall due, or,
b) the Customer fails to provide clear access to the Premises for the installation of the Goods or provision of the Services; or
c) the Customer fails to obtain a building consent (as set out in clause 21);
d) the Buyer becomes insolvent, convenes a meetings with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors, or;
e) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer,
then without prejudice to the Seller’s other remedies at law:
(i) the Seller shall be entitled to cancel all or any part of any order of the Buyer which remains unperformed in addition to and without prejudice to any other remedies; and(ii) all amounts owing to the Seller shall, whether or not due for payment immediately become due and payable.
13.3. - The Buyer may cancel these Terms and Conditions at any time before the Goods are delivered by giving written notice to the Seller. The Buyer agrees and acknowledges that any costs associated with cancellation under this clause 13.3, including:
a) any costs incurred by the Seller in returning Goods to any suppliers or manufacturers;
b) any costs incurred by the Seller for Goods that are custom-made or made-to-measure for the Buyer; and
c) any costs incurred that are incidental to the Seller complying with this clause 13.3;
will be deducted from any deposit paid by the Buyer. If the deposit does not cover the full extent of costs payable to the Seller pursuant to this clause 13.3, then any balance remaining will be due and payable as set out in any invoice rendered by the Seller. The Buyer acknowledges that this clause 13.3 is commercially reasonable, as the Seller will have incurred costs up to the time of the Buyer’s cancellation, and potentially will continue to incur costs after the Buyer’s cancellation.Privacy Act 2020
14.1. - The Buyer and the Guarantor/s authorise the Seller to:
a) collect, retain and use any information about the Buyer and/or the Guarantor, for the purpose of assessing the Buyer’s and/or Guarantor's creditworthiness or marketing products and services;
b) disclose information about the Buyer and/or the Guarantor, whether collected by the Seller from the Buyer or the Guarantor directly or obtained by the Seller from any other source to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Buyer and/or the Guarantor.
14.2. - Where the Buyer and/or the Guarantor are a natural person:a) the authorities under (clause 14.1) are authorities or consents for the purpose of the Privacy Act 2020;
b) the Buyer and/or the Guarantor (as applicable) shall have the right to request any personal information from the Seller and the right to request the Seller to correct any incorrect personal information about the Buyer held by the Seller.
Unpaid Seller’s Rights
15.1. - Where the Buyer has left any item with Seller for modification, exchange or for the Seller to perform any other Service in relation to the item and Seller has not received or been tendered the whole of the Price, or the payment has been dishonoured, the Seller shall have:
a) a lien on the item;
b) the right to retain the item for the Price while the Seller is in possession of them;
c) a right of resale;
d) the foregoing right of disposal;
provided that the lien of the Seller shall continue despite the commencement of proceedings or judgement for the Price having been obtained.Consumer Guarantees Act 1993
In the event that the Goods and/or Services are supplied for business purposes the Buyer acknowledges that the provisions of the CGA shall not apply.
Construction Contracts Act 2002
17.1. - In the event that the Buyer is a Residential Occupier as defined by the Construction Contracts Act 2002 the Buyer hereby expressly acknowledges that:
a) The Seller has the right to suspend work within five (5) working days of written notice of its intent to do so if a payment claim is served on the Buyer, and:
(i) the payment is not paid in full by the due date for payment and no payment schedule has been given by the Buyer; or
(ii) a scheduled amount stated in a payment schedule issued by the Buyer in relation to the payment claim is not paid in full by the due date for its payment; or
(iii) the Buyer has not complied with an adjudicator’s notice that the Buyer must pay an amount to the Seller by a particular date; and
(iv) the Seller has given written notice to the Buyer of its intention to suspend the carrying out of construction work under the construction contract.
b) If the Seller suspends work, it:
(i) is not in breach of contract; and
(ii) is not liable for any loss or damage whatsoever suffered, or alleged to be suffered, by the Buyer or by any person claiming through the Buyer; and
(iii) is entitled to an extension of time to complete the contract; and
(iv) keeps its rights under the contract including the right to terminate the contract; and may at any time lift the suspension, even if the amount has not been paid or any adjudicator’s determination has not been complied with.
c) If the Seller exercises the right to suspend work, the exercise of that right does not:
(i) Affect any rights that would otherwise have been available to the seller under the Contract and Commercial Law Act 2017; or
(ii) Enable the Buyer to exercise any rights that may otherwise have been available to the Buyer under that Act as a direct consequence of the Seller suspending work under this provision.
Disputes
18.1. - If a dispute arises (Dispute) between the parties in relation to the supply of Goods and Services then the parties will endeavour to settle the Dispute by way of good faith negotiation. If the parties are unable to resolve the dispute within five Working Days, the Dispute shall be resolved in accordance with clause 18.2.
18.2. - In the event that the Dispute is not resolved by negotiation, the matter may be referred to mediation by any party by written notice. In the event that the matter is referred to mediation, the parties shall agree within five Working Days of the matter being referred to mediation on a mediator.
18.3. - In the event the Dispute is not resolved by a completed mediation within a further twenty (20) Working Days, each of the Seller and the Buyer may take any action relating to the Dispute as it sees fit, including in a Court of competent jurisdiction.
18.4. - The parties agree that all Disputes will be resolved in accordance with the procedures set out in this clause 18, however this clause does not prevent any party from seeking urgent interlocutory or declaratory relief from a competent jurisdiction where, in that party’s reasonable opinion, that action is necessary to protect that party’s rights.Health and Safety
19.1. - Where Goods and/or Services are intended for use at a Workplace (as defined in the HSWA), the Buyer warrants that:
a) it has duly notified the Seller that the Goods are intended for use in a Workplace;
b) it will provide the Seller or any provider of the Seller with full access to the premises for the purposes of installation and in order for the Seller to ensure compliance with any requirements under the HSWA, the Safety Plan and the Seller’s own Health and Safety Plan;
c) it will ensure the Seller or any provider of the Seller has clear and free access to the premises at all times to enable them to carry out the Services;
d) where the Services are carried out at a Workplace, the Buyer remains responsible as a PCBU under the HSWA for the employees and agents of the Buyer on the premises and the Buyer will consult, cooperate and coordinate with the Seller (and will require its employees, agents and any visitors to the premises during the period of installation of the Goods to do the same) as required by the Seller in order to ensure compliance with the HSWA and the Seller’s own Safety Plan; and
e) the Buyer will require its employees, visitors and agents to comply with all directions given by the Seller during provision of the Services at the premises including without limitation with the Safety Plan or any other instructions provided by the Seller or the provider of the Seller.Indemnity
20.1. - To the fullest extent permitted by law, the Buyer indemnifies the Seller against all costs, claims, demands, expenses and liabilities of whatsoever nature, including without prejudice to the generality of the foregoing damage to property and consequential loss (including loss of profits or intellectual property), which may be made against the Seller or which the Seller may sustain, pay or incur as a result of or in connection with a breach of these terms and conditions by the Buyer, unless such cost, claim, demand, expense or liability shall be directly and solely attributable to the negligence of the Seller or the negligence of a duly authorised employee or agent of the Seller.
Building Act 2004
21.1. - Where the Goods and Services constitute Building Work for the purposes of the Building Act 2004 (Act), the Buyer is responsible for obtaining any necessary building consent, approval and certificate in order to ensure compliance with the Act and Building Code prior to the supply of the Goods and Services.
21.2. - Where the Buyer fails to obtain any necessary consent within a reasonable period of time and prior to installation of the Goods, the Seller may terminate the provision of the Goods and/or Services.
21.3. - Except when due to the fault of the Seller, the Buyer shall indemnify the Seller for all costs, losses and expenses incurred as a result of the failure to obtain any required consent.
21.4. - The Buyer acknowledges that it is responsible for obtaining any local authority consent in accordance with regulations or bylaws in respect of the Goods and Services (unless otherwise agreed in writing between the parties).
21.5. - Where the Seller has been engaged to obtain local authority consent, this shall be at the sole cost of the Buyer.
21.6. - The Buyer indemnifies the Seller for all and any costs incurred by the Seller (including legal fees on a solicitor client basis) arising as a result of the Buyers non-compliance with local authority rules or regulations including any action taken by any local authority against the Seller in respect of the Act or any regulations or code under the Act.General
22.1. - Except as otherwise provided, no amendment or variation to these Terms and Conditions shall be effective unless it is in writing and signed by an authorised representative of each party.
22.2. - If any provision of these Terms and Conditions of Trade shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
22.3. - All Goods and Services supplied by the Seller are supplied 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.
22.4. - 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 of Trade.
22.5. - 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.
22.6. - 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 the reasonable control of either party.
22.7. - The Buyer shall not set off against the Price amounts due from the Seller.
22.8. - The Seller may license or sub-contract all or any part of its rights and obligations without the Buyer’s consent.Definitions
23.1. - In these Terms and Conditions:
“Business Day” means a day other than a Saturday, Sunday or statutory holiday, on which registered banks are open for general banking business in New Zealand.
“Buyer” shall mean the person or entity purchasing Goods and/or Services from the Seller or any person acting on behalf of or with the authority of that person or entity.
“CGA” means the Consumer Guarantees Act 1993.
“Guarantor” means that person, persons, or entity guaranteeing the payment of all monies owed to the Seller by the Buyer.
“Goods” shall have the same meaning as in section 2 of the Fair Trading Act 1986.
“HSWA” means the Health and Safety at Work Act 2015, as amended from time to time.
“Price” shall mean the cost of the Goods and/or Services as agreed between the Seller and the Buyer, subject to clause 4 of these Terms and Conditions.
“Safety Plan” means the project specific safety plan and/or job safety analysis provided to the Buyer by the Seller where the Goods or Services are being provided at a Workplace (as defined in the HSWA).
"Seller" shall mean MWF Manufacturing Limited and its Successors and assigns.
“Services” shall have the same meaning as in section 2 of the Fair Trading Act.
“Terms and Conditions” means these Terms and Conditions of Trade.