Central Diesel Services Limited Terms and Conditions of Trade
1. Price: Unless otherwise specified in a written quotation, the price for goods or services supplied is the price set out in our price list that applies at the time that you place an order with us or request services from us. You accept the price by placing an order or requesting services. The prices set out in a written quotation shall remain valid for a period of 30 calendar days from the date of the quotation. Unless otherwise stated, our prices are quoted as exclusive of GST and freight and you must pay GST and freight in addition to the price. We reserve the right to correct any errors or omissions in any quotation or invoice that we give to you.
2. Payment: Unless we have agreed to provide you with credit, the price is payable prior to delivery or collection of the goods or performance of the services. If we provide you with credit (and unless other payment terms have been agreed in writing) the price shall be payable in full, without set off or deduction, on or before the 20th day of the month following the date of our invoice. Notwithstanding that we may have previously agreed to give you credit, we may in our discretion require you to pay a deposit or to pay the price wholly or partly in advance. We may also cancel any credit and require you to pay all outstanding amounts in full at any time. Credit accounts with us are not transferrable or assignable. If you place an order or request services and then cancel that order or change your mind, we may retain any deposit paid by you. We may elect not to sell or deliver goods or provide services to you if payment is not received in accordance with our payment terms or if you fail to comply with your obligations under these terms and conditions of trade. Purchases of a value less than $20.00 must be paid for in cash.
3. Title/recovery of goods: Prior to receiving payment in full for all goods supplied to you, title in goods supplied by us will remain with us and we have a security interest over the proceeds of the goods if such goods are sold or disposed of by you.
4. Our Rights: If you fail to pay us on the due date for payment, or if you are in breach of these terms, you authorise us to enter any premises to recover goods supplied by us or in respect of which we have title or a security interest. If the premises are the premises of a third party, we will enter and recover the goods as your agent. You will be responsible for any damage we cause in recovering the goods and you indemnify us for any losses or costs we incur. We will be entitled to sell any goods and apply the proceeds towards funds owed by you.
5. Security interest: You agree that under clause 3 above, we have a security interest for the purposes of the Personal Property Securities Act 1999 (“PPSA”). You agree that we may take all steps required to perfect our security interest under the PPSA and you agree to promptly execute any documents and to promptly provide us with all necessary information in order to enable us to do this. To the maximum extent permitted under the PPSA, you agree to waive your rights as debtor. In particular, you agree to waive your right to receive a verification statement when we register a financing statement or a financing change statement.
6. Risk and insurance: Risk in all goods we supply to you passes to you upon delivery or collection of the goods. Unless otherwise agreed in writing by us, it is your responsibility to arrange freight/transit insurance at your cost if you require freight/transit insurance cover.
7. Timing/delivery: All goods are offered subject to availability. We will do our best to meet any estimated time frames we give you for supplying and delivering goods and performing services. However, these time frames are not guaranteed and we will not be liable for any claims in respect of delays. We may deliver any order of goods in one or more instalments. The means of delivery we use will be determined at our discretion. You must advise us in writing of any shortage in the quantity of goods supplied or any error in an order as soon as practicable after delivery, and in any event within 3 working days of the date of delivery. Delivery of goods shall take place when we dispatch the goods to you, your agent or your nominated carrier who will be deemed to be your agent.
8. Default interest/costs: We may charge you interest at 2.5% per month (or part month) on any amounts due and unpaid. Payment of default interest is without prejudice to our other rights and remedies. If we take action to protect our interests in relation to goods over which we hold security or to recover any moneys due from you, or to otherwise protect our interests, you agree to pay our costs (including solicitor/client costs).
9. Extent of liability: To the maximum extent permitted by law warranties implied by customary practice, statute or at law are excluded. Our liability for any defective or damaged goods or for any cost, loss, damage, expense, proceeding or claim arising directly or indirectly in relation to any goods and/or services supplied by us, whether arising from contract, tort (including negligence) or otherwise, shall be limited to (at our option): (a) replacing the affected goods or re-performing the affected services at our premises; or (b) providing you with a refund of the purchase price paid for the affected goods/services or a credit for the invoice value of the affected goods/services (as the case may be). We are not responsible for any defect, loss or damage that result partly or wholly from: (a) the act or omission (including negligence) of you or any third party; or (b) any cause beyond our reasonable control. These exclusions apply, without limitation, where the goods have been fitted by unqualified tradesmen or have been incorrectly fitted, maintained or operated, where goods have been modified or adapted, used for a purpose other than what they were specifically intended for, misused or repaired using components not approved or recommended by us or where the goods have fair wear and tear due to use. To the maximum extent permitted by law, we are not responsible in any circumstances for any indirect, consequential or special loss, loss of profits or economic loss.
10. Warranties: Subject to clause 9 and clause 12, the following warranty terms apply: (a) where we are not the manufacturer of the goods, you will be entitled to make a claim against the manufacturer in accordance with the terms of the manufacturer’s warranty or (b) where we are the manufacturer of the goods, we give a warranty of six months from the date of installation/delivery of the goods or the warranty period stated in any written material we provide to you in connection with the goods supplied. Unless otherwise agreed, faulty or defective goods must be returned to us.
11. Return of goods: Goods supplied in compliance with your order may only be returned if you provide us with a written request to return the goods within 10 days of the date of delivery and we agree in writing to your request. If we agree to the goods being returned you must (a) at your cost, deliver the goods in original condition to us (or to any other place that we nominate); (b) provide us with the original invoice number; (c) pay us a handling charge of 10% of the original invoice value; and (d) comply with any other reasonable conditions that we advise you of.
12. Consumer Guarantees Act: Where you are also in trade, and the goods and/or services are supplied and acquired in trade, we both agree to contract out of the provisions of the Consumer Guarantees Act 1993.
13. Information: You authorise us to disclose any information provided by you in our credit application to any person or organisation for the purposes of assessing your credit worthiness or administering or enforcing these terms and conditions of trade. We may also disclose any information we obtain about your credit or payment history which we acquire in the course of supplying products or services to you to any credit reporting, credit enforcement or debt collection agency. The Privacy Act 1993 entitles you to have access to, and if necessary, to request the correction of any personal information that we hold about you. If you wish to access any personal information that we hold about you, please contact us at our business premises.
14. Discount: Any discount offered is at our sole discretion and is conditional upon your account being paid without deduction on the due date. A discount will only be offered if in our opinion your credit record and the type of product warrants a discount.
15. Change terms: We may change these terms, terminate our obligations under these terms, or assign our rights under these terms to any third party by giving you 14 days prior written notice.
16. Miscellaneous: “We”, “us” and “our” means Central Diesel Services Limited. These terms prevail over the terms of any purchase order or terms or contracts that are submitted by you. No variation to these terms shall be effective unless it is in writing and signed by us. No delay or failure by us to act or insist on any right shall be regarded as a waiver and every right remains enforceable and may be exercised by us at any time.