Terms & Conditions of Sale

B & C Systems International Limited

The following terms and conditions shall be deemed to be incorporated in and to form part of every quotation given by B&C Systems International Limited including all variations to the quantity, specification and services supplies, unless these terms are expressly altered or modified in writing in the body of the quotation.

1. PARTIES

1.1 B & C Systems International Limited shall be called the Supplier and the other party to the agreement shall be called the Customer.

2. AGREEMENT

2.1 These terms and conditions (“Terms and Conditions”) together with the quotation given to the Customer by the Supplier (“Quotation”) shall form the agreement (“Agreement”) between the Customer and the Supplier. The Agreement is the entire agreement and understanding between the parties.

2.2 If there is any express conflict between the Terms and Conditions and the Quotation, the Quotation shall take precedence to the extent of the conflict only.

2.3 Notwithstanding anything else in this Agreement, if the parties have entered into a supply agreement that specifically relates to the goods and/or services, then that supply agreement shall take precedence and apply instead of this Agreement.

3. PRICE ESCALATION

3.1 The Quotation is based on rates and conditions current at the date of the Quotation, including, but not limited to, price of materials, marginal rates, freight, labour conditions, and exchange rates. If the cost of any goods or services in the Quotation is increased by any factor beyond the control of the Supplier, the Supplier may adjust the cost of goods and services in the Quotation to account for the increased cost to the Supplier.

4. QUOTATION ACCEPTANCE

4.1 The Quotation shall remain open for a period of 30 days from the date the Supplier provides the Quotation to the Customer. The Customer may accept the Quotation by giving express written notice to the Supplier, including the quantity of the goods that the Customer wishes to purchase, within that period (“Acceptance”). If the Customer does not notify Acceptance of the Quotation, the Customer shall be deemed at the end of the period to have rejected the Quotation.

4.2 The Customer’s Acceptance also constitutes acceptance of this Agreement.

4.3 The Supplier may withdraw or change the Quotation at any time prior to the Customer’s Acceptance by giving written notice to the Customer of the change or withdrawal.

4.4 The Quotation is for the first order placed by the Customer’s Acceptance after the Quotation is issued to the Customer and does not give rise to any future entitlement for the Customer to receive goods and services on those same terms and conditions.

4.5 The Customer may request another quotation for further goods and services. The Customer may request further supply of goods and/or services on the terms and conditions of an earlier quotation that has either expired or been used by the Customer and the Supplier can decided in its sole discretion whether or not it agrees to supply further goods and/or services on those terms.

5. PAYMENT

5.1 The Customer shall make payment for the goods and services in full by the 20th day of the calendar month following the date on which the Supplier provides the Customer with an invoice (unless an alternative arrangement has been reached and agreed by the Supplier in advance in writing).

5.2 Any administration costs, debt collection costs, court costs and/or legal costs incurred by the Supplier as a result of any amount not paid by the Customer in accordance with clause 5.1 is payable by the Customer upon the Supplier giving notice to the Customer of such costs.

5.3 Any amount not paid by the Customer in accordance with clause 5.1 or clause 5.2 will accrue interest from the due date at a rate of 20% per annum, accruing daily, payable by the Customer.

6. LICENCES AND MATERIALS

6.1 The Quotation is conditional on the Supplier securing all government licences, permits and other permissions required by any relevant authority (whether in New Zealand or overseas) in order for the Supplier to perform the Quotation.

6.2 The Quotation is conditional upon the availability of the necessary materials at the time required by the Supplier.

7. COMPLETION

7.1 The Supplier will use reasonable endeavours to supply the goods and any services within any time stated in the Quotation or, if no time is stated in the Quotation, within a reasonable time. The Supplier shall not be liable for any loss or damage suffered by the Customer due to the Supplier not completing its obligations within the relevant time.

8. DELIVERY

8.1 Delivery of the goods shall occur at the earlier of:

(a) the point in time that the Customer takes possession of the goods (which includes where the Customer arranges transport for the goods); or

(b) the point in time that the goods arrive at the site specified by the Customer.

8.2 All risk in the goods shall pass to the Customer upon delivery.

9. PPSA

9.1 The Customer acknowledges and agrees that:

(a) the Agreement constitutes a security agreement for the purposes of the Personal Property Securities Act 1999 (“PPSA”); and

(b) a security interest is taken in all goods supplied by the Supplier to Customer (if any).

9.2 The Customer undertakes to:

(a) indemnify, and upon demand reimburse, the Supplier for all expenses incurred in registering a financing statement or financing change statement on the PPSR or releasing any goods charged thereby; and

(b) not register a financing change statement or a change demand without the Supplier’s prior written consent.

9.3 The parties agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms.

9.4 The Customer agrees to waive their rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA and to waive their right to receive a verification statement in accordance with section 148 of the PPSA.

9.5 The Customer agrees to unconditionally ratify any actions taken by the Supplier under clauses 9.1 and 9.2.

10. WARRANTIES

10.1 The only warranties given by the Supplier are those contained in the warranties sheet (if any) provided to the Customer by the Supplier.

10.2 To the fullest extent permitted by law:

(a) all warranties, conditions or other terms implied by law in respect of the Supplier are excluded;

(b) the Customer agrees not to make, and waives any right to make, any claim against the Supplier under sections 9, 12A and 13 of the Fair Trading Act 1986 and agrees that this is fair and reasonable; and

(c) the Customer acknowledges that if this Agreement is entered into for a business purpose, the provisions of the Consumer Guarantees Act 1993 shall not apply.

10.3 In no circumstances will the Supplier be liable for (notwithstanding the manner in which it may have arisen) any consequential loss (including retention or loss of profits) arising from any breach of this Agreement or resulting from defective material, nonfulfillment of technical performance or for accidents or damage to person or property, or for failure to deliver or complete within a time stated.

11. VERBAL INSTRUCTIONS

11.1 The Supplier (including agents and employees of the Supplier) shall not be liable for any errors or omissions that may arise as a result of any misinterpretation of the Customer’s verbal instructions.

12. DISPUTES

12.1 If at any time a party alleges by written notice that a dispute has arisen out of or in relation to this Agreement the parties shall negotiate in good faith in an attempt to resolve the matter.

12.2 The parties may (but are not required to) refer the dispute to a mediator. If the parties are unable within 14 days of receipt of the notice of referral to agree upon a mediator, then any may request the President of the Taranaki Sub-branch of the New Zealand Law Society to appoint one for them. Following the appointment of a mediator the parties shall continue to attempt to resolve the dispute with the mediator’s assistance. Each party shall pay a one half share (or any other agreed proportion) of the mediator’s costs and disbursements.

12.3 If the dispute was not referred to mediation and the parties have not been able to resolve the dispute within 14 days of the initial written notice of the dispute or if the dispute was referred to mediation and after 21 days of the appointment of the mediator no agreement has been reached, then either party may thereafter by written notice refer the dispute to arbitration.

12.4 The arbitration shall be carried out in accordance with the provisions of the Arbitration Act 1996 and finally resolved. The arbitral tribunal shall be appointed jointly by the parties. In the event the parties are unable to agree on the composition of the arbitral tribunal within seven days of written notice of the dispute being referred to arbitration, the arbitral tribunal shall be appointed by the New Zealand Dispute Resolution Centre upon application by any party to this Agreement. The number of arbitrators shall be one. The language to be used in the Arbitration shall be English. The governing law of the Agreement shall be the substantive law of New Zealand.

13. RETURNS POLICY

13.1 The Customer is advised to review their order, billing and shipping information for accuracy before notifying Acceptance of a Quotation. Return or refund of the Supplier’s goods is not available. Once the Customer notifies the Supplier of Acceptance the order cannot be changed or cancelled.

14. PRIVACY

14.1 The Customer authorises the Supplier to:

(a) access, collect, retain and use any information about the Customer (including its agents and employees);

i. for the purpose of assessing the Customer’s creditworthiness (including any overdue fines balance information held by the Ministry of Justice); or

ii. for the purposes of marketing goods and services to the Customer, retaining records of goods and/or services provided by the Supplier and who they were provided to, and being able to contact the Customer in the future about the goods and/or services provided.

(b) disclose information about the Customer (including its agents and employees), whether collected by the Supplier from the relevant persons directly or obtained from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Customer.

14.2 Where the Customer is an individual, clause 14.1 constitutes consents for the purposes of the Privacy Act 2020. Where the Customer is not an individual, the Customer warrants that it has obtained consent from the relevant persons for personal information to be collected, retained and used by the Supplier in accordance with the Agreement.