STANDARD TERMS AND CONDITIONS
These terms form part of any:
(a) sale of Services by the Supplier to the Customer; and
(b) supply of Services to the Customer on consignment.
No terms and conditions sought to be imposed by the Customer upon the Supplier shall apply.
In this Agreement:
(a) Customer means the buyer of service from the Supplier or anyone who holds product on consignment from the Supplier;
(b) Default Event means where:
(i) the Customer does not pay any amount owing to the Supplier when it is due;
(ii) an Insolvency Event occurs; or
(iii) the Customer is in breach of any obligation it has to the Supplier and does not rectify it 7 days after notice is given.
(c) Delivery means delivery of Services to any place nominated by the Supplier or to any agent or courier nominated by the Customer and Delivered has a corresponding meaning;
(d) Force Majeure Event means any event outside the control of the Supplier.
(e) Insolvency Event means any of the following:
(i) the Customer commits an act of bankruptcy or any similar act;
(ii) a receiver is appointed to the Customer or any of its property;
(iii) the Customer goes into liquidation, administration, or some other form of insolvency administration whether formal or informal;
(iv) the Customer ceases to carry on business; or
(v) the Customer enters into a scheme of compromise with its creditors;
(f) Premises means anywhere that Services are supplied by the Supplier;
(g) Price means the price for the Services determined in accordance with the Supplier’s pricing policy as notified to the Customer or listed on its website from time to time.
(h) Service means any goods or services supplied by the Supplier to the Customer whether on consignment or otherwise; and
(i) Supplier means Chempro Logistics Limited Company.
3. LIMITATION OF LIABILITY
(a) Subject to clauses (b) and (c), the Supplier undertakes to the Customer, if and only if there is any damage to Goods while in storage with the Supplier that results from the reckless or intentionally wrongful conduct of the Supplier, its employees or agents, or any damage caused to the Goods by building failure (e.g. roof leak or water damage), to refund an amount required to replace or repair those goods, up to a maximum of the storage Charges paid by the Customer in respect of those damaged Goods. The Customer agrees that the remedy provided under this clause is the Customer’s sole and exclusive remedy against the Supplier in connection with the Services, and that to the extent permitted by law, the Customer has no other claim, demand, action or remedy against the Supplier, at law or otherwise and the Customer warrants that it shall not take any steps to pursue any such claim, action or demand against the Supplier.
(b) In no event shall the Supplier be required under this Agreement to pay for any loss incurred by the Customer resulting from the provision of the Services by the Supplier to the extent that such loss exceeds the replacement cost for any “lost Goods” . For the purposes of ascertaining what are “lost Goods” the parties agree the Supplier shall be responsible for all Goods received from the Customer (unless received damaged) up to the point in time where the specified item of Goods is correctly dispatched to the customer nominated by the Customer and the dispatch is signed for by the Customer’s nominated courier. In no event shall the Supplier be under any liability for any indirect or consequential loss or the loss of profits or costs, charges and expenses on the part of the Customer or any other person other than to reimburse for, replace or repair as described above.
(c) Except for the warranties set out herein, the Supplier makes no other warranty to the Customer in connection with the Services or this Agreement, and all other warranties, whether expressed or implied by law, are hereby excluded by the Supplier, to the maximum extent permitted by law.
(d) In no event shall the Supplier’s total aggregate liability to the Customer under or in connection with this Agreement exceed the total Charges actually paid by the Customer in any 12 month period.
(e) Subject to (a), the supplier excludes all liability resulting from the supplier's negligence.
(a) The Supplier warrants that all of the Services performed under this Agreement will be performed in a proper, professional and workmanlike manner.
(b) The Customer warrants and undertakes as follows:
(c) that the Customer has full legal rights of ownership and/or possession over the Goods;
(d) that all information (written and oral) provided by the Customer to THE SUPPLIER (including the classification of the Goods under the Dangerous Goods Act 1974 or other such enactment replacing it), is true, complete and accurate in all respects, and is not otherwise misleading;
(e) that the Goods fall within only Classes 2, 3, 4, 5, 6, 8 or 9 under the Schedule of Goods Act, or are of a non-hazardous nature;
(f) that the Goods and any container or packaging concerning the Goods fully comply with all the requirements of the Dangerous Goods Act 1974, the Toxic Substances Act 1974, the HASNO Act 1996, MAF requirements and such other legislation, regulation or by-laws as may apply;
(g) that the Customer will obtain, and provide the Supplier with, a HASNO approval number for any Goods prior to delivery of those Goods to the Supplier’s Warehouse, in accordance with the HASNO Act 1996;
(h) that the risk in the Goods remains at all times with the Customer and the Goods are insured by the Customer against destruction, damage by fire or any other event whatsoever to their full replacement value for the period of storage by the Supplier and that such policy is not voided, limited or otherwise adversely affected by the storage and provision of the Services by the Supplier or the terms and conditions herein. For the avoidance of doubt, the Customer bears all risk in relation to the transportation and delivery of its Goods by any carrier or other contractor arranged or nominated by the Customer, or otherwise acting in accordance with the Customer’s instructions. If the Customer defaults in the performance of its obligations under this clause, the Supplier shall be entitled to insure the Goods and the cost of effecting such insurance shall be payable by the Customer to the Supplier upon written demand;
(i) that if the Goods or any part of the Goods require any special case or method of storage, such information has been fully and fairly disclosed in writing to the Supplier before the Goods are taken into storage;
(j) that in the event that any damage or leakage or seepage occurs due to inadequate packaging or defects in containment of the Goods, the Customer shall indemnify the Supplier for all loss, damage, cost and expense which may result as a consequence. All costs relating to the cleaning up of the leakage or seepage, including any damage done to the goods of third parties, damage to the Warehouse and other costs incurred by the Supplier (including legal costs) shall be paid by the Customer;
(k) that the Customer shall indemnify and hold the Supplier harmless from all losses, damage (whether direct or indirect), costs, expenses, suits, actions and proceedings whatsoever arising out of the Supplier becoming the bailee of the Customer;
(l) that the Customer has full power and right to enter into this Agreement.
The Supplier will make all reasonable efforts to have the Services Delivered to the Customer on any date agreed between the parties as the Delivery date, but the Supplier has no liability if Delivery is not made on this date. The Customer must accept Delivery of the Services ordered and pay the Price irrespective of any delay in Delivery.
6. FORCE MAJEURE
The Supplier is not liable for any delay or the failure to perform any obligation to the Customer caused by a Force Majeure Event.
7. PRICE AND PAYMENT
(a) The Customer must pay the Price for the Services plus any GST amount to the Supplier. The Price for future sales of Services is subject to change at any time, including after an order has been placed.
(b) All invoices must be paid the 20th of the month following date of invoice unless otherwise agreed.
(c) Amounts outstanding beyond the time due for payment as agreed by the Supplier will automatically be subject to interest of 2% for each month, (or part) that the outstanding amount remains unpaid.
(d) All prices, charges, and fees are subject to CPI review every year one month prior to the commencement date. The price, charge, or fee will increase by the CPI of the previous 12 months effective the anniversary of the commencement date. However, the price, charge, or fee in the subsequent year shall not be less than the price, charge, or fee in the previous year.
(e) All prices, charges, and fees ending in one (1) to four (4) cents will be rounded down to the nearest ten (10) cents. All prices, charges, and fees ending in six (6) to nine (9) cents will be rounded up to the nearest ten (10) cents.
(a) If a Default Event occurs, the Supplier may exercise any rights it may have against the Customer including (without limitation):
(i) suspending Delivery of Services;
(ii) requiring cash payment prior to delivery of the service;
(iv) commencing legal action to recover any amount owing by the Customer;
(v) exercising any security it holds in respect of the Customer’s obligations to the Supplier; or
(vi) requiring payment of any amount held under clause 7(c).
(b) Any expense, cost or disbursements incurred by the Supplier in recovering any outstanding monies including debt collection agency fees, commission and any fees, costs or disbursements paid to the Supplier’s solicitors, must be paid by the Customer on a full indemnity basis.
(c) If the Customer is a trustee of a trust, the Customer acknowledges that in addition to the assets of the trust being available to meet its obligations, the Customer is personally liable for those obligations.
In these terms and conditions:
(a) GST means Goods and Services Tax as defined in the Goods and Services Tax Act 1985 (GST Act) or any replacement or other relevant legislation and regulations;
(b) words used in this clause which have a particular meaning in the GST Act have the same meaning, unless the context otherwise requires;
(c) if the GST Act treats part of a supply as a separate supply for the purpose of determining whether GST is payable on that part of the supply or for the purpose of determining the tax period to which that part of the supply is attributable, such part of the supply is to be treated as a separate supply.
(d) Unless GST is expressly included, the consideration expressed to be payable under any other clause of these terms and conditions for any supply made under or in connection with these terms and conditions (including the price at which the Services are sold) does not include GST.
(e) To the extent that any supply made under or in connection with these terms (including the supply of the Services) is a taxable supply, the GST exclusive consideration otherwise payable for that supply is increased by an amount equal to the GST payable.
The Supplier may sub-contract the provision of all or part of the Services to a sub-contractor that, in the reasonable opinion of the Supplier, is reputable.
(a) The Supplier may at any time set-off any amount owing by the Supplier to the Customer, against any amount payable by the Customer in respect of Services and/or services whether or not that amount is due and payable or actually or contingently due.
(b) If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in force.
(c) The law of New Zealand governs these terms. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
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