Terms and Conditions of Trade
- This is an application for a credit account with Caleys Limited (“Caleys”). This customer application together with these terms of trade and any additional documents referred to in this agreement, constitute an agreement between Caleys and the customer identified on the front of this application (the “Customer”). In return for payment in accordance with this agreement, Caleys agrees to provide the goods and services specified in this agreement to the Customer.
- This agreement commences on the date of the credit application and, unless otherwise agreed between the parties or otherwise determined in accordance with this agreement, continues until terminated by either party on one months notice in writing.
- The applicant whose signature appears in the customer application warrants that he or she is duly authorized to make and sign this agreement on behalf of the Customer. The Customer warrants that it has full capacity and authority to enter into this agreement.
- Caleys shall provide the goods and services to the Customer on receipt of reasonable notice in writing. Caleys may at any time or times at its absolute discretion, and without giving any notice whatsoever, refuse credit or supplies for goods or services.
- For each good or service provided Caleys shall provide an invoice to the Customer in writing setting out:
(a) The name of the Customer;
(b) A brief description of the goods and/or services provided;
(c) The amount claimed;
(d) That the due date for payment is 20th of the month following invoice date.
- The due date for any invoice issued under this agreement shall be 20th of the month following invoice date. Providing payment is made by the due date, any discounts that may be offered for prompt payment are deductible from the gross amount due. Any sum included in a payment claim and not paid by the due date shall, unless later determined to be incorrectly claimed, incur interest compounding monthly at a rate 5% above the ANZ National Bank unsecured overdraft base rate until paid to Caleys. The Customer shall indemnify Caleys against all costs (including legal costs on a solicitor/client basis) incurred in pursuing any outstanding sums due under this agreement.
- Any goods or services supplied by Caleys are agreed to be a secured credit sale. Security is a security interest through retention of ownership in the goods supplied in accordance with clause 8. In addition the Customer will grant on demand a Specific Security Agreement under the Personal Property Securities Act 1999. For any goods supplied in an order of $20,000 or more the Customer grants a mortgage security over the property for which the goods are supplied (where the Customer is the registered proprietor) on the ADLS all obligations form. For Customers that are companies or limited liability partnerships, a personal guarantee by the Directors of Caleys/general partner is required as set out in the application.
- Title in any goods supplied pursuant to this agreement shall pass to the Customer only on full satisfaction of all sums due and owing in respect of the goods. Risk of damage to any such goods shall pass to the Customer on receipt of the goods. Where a Customer pays in whole or in part for goods received, the Customer shall be deemed to be fully satisfied with the quality of the goods at the date of receipt and shall not be entitled to bring any claim in respect of matters which were reasonably discoverable at the date of payment.
- Caleys shall be entitled to enter into any land or building belonging to the Customer and repossess any goods that have not been paid for in full by the relevant due date for payment. The Customer agrees that such repossession shall not confer upon it any right of action under common law, criminal law or statute including consequential loss and that such entry is at the express invitation of the Customer given by this agreement.
- Caleys’s liability to the Customer arising under or in connection with this agreement, at law, in tort, equity or otherwise shall under no circumstances exceed the sum equivalent to the amount of the most recent order from the Customer. The Customer agrees to indemnify Caleys for any losses or liabilities caused by any action of the Customer or any of its servants, agents or subcontractors.
- This agreement shall constitute the entire agreement between the parties in respect of the goods and services provided by Caleys. It supersedes all prior negotiations, representations or warranties except where they have been attached to this agreement.
- The parties agree to resolve any disputes arising under this agreement by arbitration under the Arbitration Act 1996.
- Any notice shall be properly served on the Customer if it is sent to the contact details contained in the customer application.
- This agreement shall be governed by the laws of New Zealand.