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.
2.1. 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:
2.3. Without prejudice to any other rights of action, if you fail to pay in full by the due date we may:
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.
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:
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.
5.1. We will not be liable to you:
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.
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.
7.1. 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.
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.
9.1. 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.
10.1. 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.
11.1. 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:
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.