Credit Account Application Form - Ideal Electrical (Page 3 of 3) in pdf

IDEAL ELECTRICAL SUPPLIERS

TERMS AND CONDITIONS OF TRADE

(effective January 2012)

APPLICATION

(a)

Rexel New Zealand Limited trading as Ideal Electrical Suppliers (Ideal) and the

(

)

immediately on request by Ideal (and at the Purchaser's expense) obtain

purchaser (Purchaser) agree that these terms and conditions of trade (Terms) will

from any third party such agreements and waivers of any security interest

apply to any goods (including electrical goods and any related goods and services)

that third party has in the Goods, to ensure that at all times Ideal has a first

supplied by Ideal to the Purchaser (Goods).

priority security interest in the Goods.

(b)

If there is a conflict between these Terms and any other terms and conditions of

(c)

The Purchaser waives its rights to receive a copy of any verification statements

the Purchaser (or included as part of any Purchaser documentation) these Terms

under the PPSA and agrees that as between Ideal and the Purchaser:

will prevail unless Ideal has specifically agreed in writing that these Terms no

(

)

the Purchaser will have no rights under (or by reference to) sections

longer apply.

114(1)(a), 116, 120(2), 121, 125, 129, 131, 133 and 134 of the PPSA; and

(c)

If there is a conflict between these Terms and a written supply agreement signed

(

)

where Ideal has rights in addition to those in Part 9 of the PPSA, those

(

)

between the Purchaser and Ideal then those provisions of the supply agreement

rights will continue to apply.

will apply only to the extent that they conflict with these Terms.

(d)

Ideal may amend these Terms at any time. The amended Terms will apply in

RETURN OF GOODS

respect of all Orders placed with Ideal following the date the amended Terms are

(a)

Any claims by the Purchaser that any Goods supplied do not correspond to the

provided to the Purchaser.

relevant Order, or that any Goods received are defective, must be made in writing

to Ideal within 10 working days after Delivery.

ORDERS

(b)

If no claim is received by Ideal within the 10 working day period the Purchaser will

(a)

The Purchaser will place written orders for Goods which comply with the ordering

be considered to have irrevocably accepted the Goods.

process specified by Ideal form time to time (Order).

(c)

If a claim is made by the Purchaser under clause 7(a):

(b)

Each Order will be considered an offer to purchase the Goods and will only be

(

)

the Purchaser will advise Ideal of the defect in the Goods and seek Ideal's

(

)

accepted once Ideal either supplies the Goods or sends a written confirmation of

permission to return those Goods to Ideal for testing or verification (at the

the Order to the Purchaser.

Purchaser's cost); and

(c)

Ideal may accept the Order or decline to accept the Order in whole or in part, in its

(

)

subject to verification, and on receipt of the Goods returned:

sole discretion.

(A)

if Ideal supplied incorrect or defective Goods, Ideal will (at the

(d)

Orders accepted by Ideal are subject to Ideal's ability to supply the Goods.

Purchaser's election) either issue a credit note for the Goods or, if

Following acceptance of an Order, Ideal may cancel or refuse to supply any Order

possible, transport the applicable replacement Goods to the

at any time in its sole discretion.

Purchaser at no additional cost to the Purchaser; or

(e)

Any Order accepted by Ideal may not be revised, altered or cancelled by the

(B)

if Ideal has not supplied incorrect or defective Goods, or the claim

Purchaser unless agreed in writing by Ideal.

is made outside the applicable period, then Ideal will return the

Goods to the Purchaser at the cost of the Purchaser and the

PRICE AND PAYMENT

Purchaser will have no further claim against Ideal in relation to

(a)

The price for any Goods supplied to the Purchaser (Price) will be:

those Goods.

(

)

the price agreed between the parties; or

(

)

(

)

in the absence of any agreement between the parties, Ideal's prices

(

)

TESTING AND ACCESS

applicable for the Goods at the time of the acceptance of the Order by

If Ideal wishes to commission or test the Goods it will give the Purchaser

Ideal.

reasonable notice of its intention to do so. The Purchaser will allow or arrange

(b)

Ideal may change any Prices by giving 30 days notice to the Purchaser. The new

reasonable access for Ideal to any site in order to carry out these tasks.

Prices will apply to any Orders accepted by Ideal after the 30 day notice period

has elapsed.

LIMITATION OF LIABILITY

(c)

Ideal will invoice the Purchaser the Price for all Goods ordered on a monthly basis

Without prejudice to clause 7, the Purchaser acknowledges and agrees that:

(Invoiced Amount).

(a)

Ideal is not liable to the Purchaser in any manner in connection with any breach of

(d)

The Purchaser will pay the Invoiced Amount in full and without deduction or set off

these Terms, other than to compensate the Purchaser for the cost of replacement

by the last working day of the month following the date of the invoice or where

of any Goods pursuant to clause 7; and

Ideal has agreed to any extended credit terms, the Invoiced Amount will be

(b)

nothing expressed or implied in these Terms will confer any liability on Ideal for

payable by the Purchaser on the date specified by Ideal in any invoice (Due Date).

any consequential, indirect or special loss, damage, cost or expense suffered or

(e)

Unless expressly stated in writing, the Price excludes GST (and any other relevant

incurred by the Purchaser as a direct or indirect result of:

taxes and duties (if any)) which will be payable by the Purchaser in addition to the

(

)

a breach by Ideal of any of its obligations under these Terms; or

Price.

(

)

any use of the Goods otherwise than in accordance with any relevant

(

)

(f)

If the Purchaser fails to pay any amount owing to Ideal in full on or before the Due

specifications notified by Ideal to the Purchaser.

Date, Ideal may, without prejudice to any other right or remedy Ideal may have:

(

)

charge the Purchaser (who will pay Ideal on demand) default interest at

(

)

10.

NO WARRANTIES

2% per month on the overdue amount, calculated daily from the Due Date

(a)

Unless warranted in writing by Ideal (in relation to of any specific Goods), Ideal

until the date on which payment of the overdue amount is made in full;

makes no representation, warranty or undertaking (whether express or implied) in

(

)

charge the Purchaser (who will pay Ideal on demand) all costs (including

(

)

relation to any Goods (including as to the merchantability, quality, or condition of

all legal costs on a solicitor-client basis and all collection costs) incurred by

the Goods, compliance with the description of the Goods, the suitability or fitness

Ideal in the collection of such overdue amounts; and

of the Goods for the Purchaser's purposes, or the use of the Goods) and to the

(

)

refuse to deliver any Order, cancel or suspend any Order, place any

(

)

maximum extent permitted by law, all such representations, warranties and

overdue account on hold or stop providing credit facilities to the Purchaser

undertakings are negatived and excluded.

and any related entity of the Purchaser.

(b)

Where the Purchaser is acquiring (or represents itself as acquiring) any Goods for

the purposes of a business, in terms of section 43(2) of the Consumer Guarantees

DELIVERY

Act 1993 (Act), the Purchaser will not assert or attempt to assert any rights or

Delivery will be considered to have taken place when the Goods are made available for

claims against Ideal under the provisions of the Act.

collection by the Purchaser from Ideal's premises (Delivery). If Ideal agrees to arrange for

(c)

The Purchaser acknowledges that it is not relying on Ideal's skill or judgment as to

the transportation of any Goods from Ideal's premises on behalf of the Purchaser:

the suitability or otherwise of the Goods for any purpose.

(a)

the transportation of such Goods is at the Purchaser's expense;

(d)

Where the Purchaser onsells any Goods to consumers who purchase those

(b)

the Goods will be properly and suitably packed by Ideal and in such manner as to

Goods for business purposes, the Purchaser will contract out of the Act in the

reach the intended destination in good condition under normal conditions of

same manner as provided in clause 10(b). If the Purchaser fails to do so, the

transport;

Purchaser will indemnify Ideal against any claim, expense or loss suffered or

(c)

Ideal will act as the agent for and on behalf of the Purchaser and will not be liable

incurred by Ideal as a direct or indirect consequence of such failure.

for, or responsible for, any damage that occurs after Delivery, provided that it has

complied with clause 4(b); and

11.

PRIVACY

(d)

Ideal will not be liable to the Purchaser for any loss of revenue, loss of profits or

Any information about the Purchaser provided at any time to Ideal may be used by

any other indirect or consequential losses or liabilities incurred by the Purchaser if

Ideal for any purpose connected with Ideal's business including (but not limited to)

any Goods are delivered on any specified date.

direct marketing, debt collection and credit reporting or assessment.

Ideal is

authorised to provide such information to any external agency or party for credit

RISK AND TITLE

information and assessment purposes and that agency or party is authorised by

(a)

Unless agreed in writing by Ideal, all risk of loss, damage, deterioration or

the Purchaser to use and continue to use such information as part of its business

destruction to the Goods will pass to the Purchaser on Delivery. Title to any

services. Ideal and any external agency or party may retain and/or use such

Goods will not pass to the Purchaser until Ideal has received payment in full for all

information for as long as they see fit.

Goods supplied to the Purchaser.

(b)

Until title to the Goods passes, the Purchaser will:

12.

GENERAL

(

)

hold the Goods as a bailee only;

(

)

(a)

The Purchaser will not assign or otherwise transfer its rights or obligations under

(

)

clearly designate the Goods as Ideal's property and store the Goods in

these Terms to any person without the prior written consent of Ideal.

such a way that they are identified as Ideal's property; and

(b)

Ideal will not be liable for any act, omission or failure by it under these Terms if that

(

)

maintain the Goods in good order and condition and preserve the Goods

(

)

act, omission or failure results directly or indirectly from an event or circumstances

in their present form.

beyond the reasonable control of Ideal, to the extent permitted by law.

(c)

Without limiting Ideal's other rights and remedies, Ideal will be entitled to retake

(c)

Any waiver by a party of any of its rights or remedies under these Terms will be

possession of any Goods at any time prior to payment in full being received for

effective only if it is recorded in writing and signed by a duly authorised senior

those Goods. The Purchaser grants Ideal an irrevocable right and authority to

representative of that party. If the waiver relates to a breach of any provision of

enter onto any place where such Goods are, or thought to be, at any time, and to

these Terms, this will not (unless stated otherwise) operate as a waiver of any

take and resell the Goods and to retain the proceeds from such sale. Any shortfall

other breach of that provision. No waiver of any breach, or failure to enforce any

arising from such sale will be a debt due and owing to Ideal by the Purchaser.

provision, of these Terms at any time by either party will in any way affect, limit or

waive that party's right to subsequently require strict compliance with these Terms.

PERSONAL PROPERTY SECURITIES ACT 1999

(d)

If any provision of these Terms is or becomes invalid or unenforceable, that

(a)

The Purchaser acknowledges that the retention of title in clause 5 gives rise to a

provision will be deemed deleted from these Terms.

The invalidity or

security interest in all present and after acquired Goods supplied by Ideal to the

unenforceability of that provision will not affect the other provisions of these Terms,

Purchaser to secure the Purchaser's performance of its obligations to Ideal.

all of which will remain in full force and effect to the extent permitted by law,

(b)

The Purchaser undertakes to:

subject to any modifications made necessary by the deletion of the invalid or

(

)

promptly do all things, execute all documents and/or provide any

(

)

unenforceable provision.

information which Ideal may reasonably require to enable Ideal to perfect

(e)

These Terms are governed by the laws of New Zealand. The parties submit to the

and maintain the perfection of its security interest (including by registration

non-exclusive jurisdiction of the New Zealand courts in respect of all matters

of a financing statement);

relating to these Terms.

(

)

give Ideal not less than 14 days' prior written notice of any proposed

change in its name and/or any other change to its details; and

Page 3 of 3

Credit Account Application Form - Ideal Electrical Page 3

Related Articles

Related forms

Related Categories