Terms and Conditions

TERMS OF TRADE

1. APPLICATION

All contacts for the supply of UPS systems, parts and services (the Goods) between UPS WAREHOUSE LTD (us/we) and the applicant (you) will be governed by these terms of trade subject to any other special terms that may be notified to you relating to a particular supply.

2. PRICES AND PAYMENT

2.1. Unless stated otherwise, all quotes and prices are exclusive of GST which will be added where applicable and is payable by you.
2.2. Unless otherwise agreed in writing:

  • All freight, insurance, delivery and travel charges will be additional to any price quoted;
  • Any quoted price is subject to variation and may be increased if we incur an increase in costs due to foreign currency rates, freight and insurance charges (if included), or as a result of increases in the cost of materials and labour beyond our control.
  • All invoices must be paid by the 20th of the month following the date of invoice.

2.3. Without prejudice to any other rights of action, if you fail to pay in full by the due date we may:

  • Charge you interest at 5% per month calculated on a daily basis from the due date to the date of payment;
  • Cancel or withhold supply of further work or orders.

2.4. All payments shall be made free from exchange or deduction to our office or bank account as notified on our invoices.
2.5. All costs and expenses (including full legal fees and commissions payable by us) incurred in obtaining payment of any overdue account are payable by you.
2.6. Any dispute regarding payment must be notified to us in writing within five days of delivery of the goods or the date of issue of the tax invoice, whichever is the sooner.

3. RETENTION OF TITLE

Ownership of the Goods supplied remains with us until the Goods have been paid for in full or until all amounts owing have been paid:

  • You hold the Goods as a fiduciary for us and will deal with them as our agent (but you may not hold yourself out as such to third parties).
  • You are prohibited from selling or otherwise disposing of the Goods before ownership and title of the Goods supplied has passed to you. If you do sell them, any period of credit applicable to the sale of the Goods will automatically terminate and you must hold the proceeds of the sale of the Goods separately in trust for us.
  • You irrevocably give us the right to enter any premises where the Goods are stored and remove and sell them. You indemnify us against all costs and expenses associated with the recovery and sale of the Goods and against any claim including for any damage, injury or loss whatsoever suffered by any other person arising out of the recovery and/or resale of the Goods.

4. RISK AND DELIVERY

4.1. Delivery occurs when the Goods are made available at our premises for pick-up by your nominated carrier, or our nominated carrier delivers the Goods to your nominated address. We are not liable to you for failure to deliver Goods where the failure arises from or as a result of circumstances outside our control and delay in delivery does not entitle you to cancel any order or refuse to accept delivery of the Goods.

Unless otherwise agreed in writing with you, from the time the Goods are picked up from our premises or dispatched by us, risk of any loss or damage to the Goods from whatever cause lies with you and you are solely responsible for arranging insurance for Goods dispatched. All Risk in the Goods passes to the Customer on Delivery.

4.2. If any Goods are damaged or destroyed prior to ownership passing to you, without prejudice to any of our other rights, we are entitled to all insurance proceeds payable for the Goods and production of this contract is sufficient evidence of our right to receive those insurance proceeds without the need for any person to make further inquiries.

5. WARRANTY AND LIMIT OF LIABILITY

5.1. We will not be liable to you:

  • Where you have altered, modified or misapplied the Goods or subjected them to any non-recommended use, servicing or handling or failed to comply with any written warranty terms;
  • For any indirect or consequential loss including any loss of profits or any loss caused by factors beyond our control;
  • For any second hand Goods
  • For any other loss that is not notified to us within five working days of delivery of the Goods.

5.2. In any event, our liability (whether in contract, tort or otherwise) for any loss, damage or injury whatsoever shall be limited to, in our discretion, the replacement or repair of the Goods or the purchase price of the Goods/services in respect of which the loss or damage is claimed.

6. SECOND HAND GOODS

If you are buying second hand Goods, then unless we have given you a specific written warranty for those Goods, you are deemed to have relied upon your own judgement as to the nature, quality and condition of the Goods and their sufficiency for any purpose and not upon any representation made by us. No description of Goods sold on behalf by us constitutes a sale by description.

7. CANCELLATION

7.1. You may not cancel an order for Goods without our written consent. We may retain any deposit paid.
7.2. We may cancel an order that is impractical or not cost efficient for us to supply or if we believe, in our opinion, that there is risk that you are not solvent.

8. LIENS

All Goods delivered to us or in our possession for servicing or repair may be retained by us until our services have been paid for in full. Where we retain a lien over your goods and you are more than 90 days overdue with payment, we may sell those goods on terms we think fit and apply the proceeds to the amounts owing to us.

9. APPLICABLE LAW – CONSUMER GUARANTEES ACT

9.1. The law and the jurisdiction of this contract shall be that of New Zealand.
9.2. The provisions of the Consumer Guarantees Act will apply to this contract unless you are not a consumer as defined in that Act or you hold yourself as acquiring the Goods or services for business purposes.

10. CREDIT INFORMATION

10.1. You irrevocably authorises us to collect, retain and use personal information about you or the persons named in the application form for the purpose of assessing creditworthiness, maintaining effective customer and credit records, administering and financing, whether directly or indirectly, your contracts and enforcing our rights. You irrevocably authorise any person or company to provide any information to us for these purposes.
10.2. You further irrevocable authorise us to disclose to any person or company any information regarding any dealing between us. You have the right to access and request correction of personal information held by us.

11. PERSONAL PROPERTY SECURITY ACT 1999 (“PPSA”)

11.1. To the extent permitted by the law, you agree that we contract out of Sections 114(1)(a), 133 and the Purchaser’s rights referred to in Sections 107(2)(c), (d), (e), (h) and (i) of the PPSA. This means that until ownership of the Goods passes to you, you waive your rights under the PPSA to:

  • Receive a copy of any verification statement or financing change statement;
  • Receive notice that we intend to sell Goods or retain them to enforce our security;
  • Redeem the Goods or object to our proposal to retain Goods in satisfaction of any obligation owed to us;
  • Receive a statement of account on the sale of the Goods (although you are entitled to have any surplus funds returned to you);
  • Where the Goods become an accession, as defined in the PPSA, receive notice of the removal of the accession and not have Goods damaged by that removal.

And you must not give us, or allow any other person to give us written demand to register a financing change statement or allow any person to register a financing change statement.
11.2. You acknowledge that by signing these terms you grant us a security interest in our Goods and any proceeds of those Goods on every supply made to you, and you will enter into any further documents or provide further information necessary for us to register a financing statement protecting our interests.