“the Principal” shall mean shark Limited or any authorized director thereof.
“The Customer” shall mean the named company to which an “Offer” is made or any authorized employee or director thereof.
“goods” and “services” shall mean deliverables provided by ‘the Principal” in any Offer to meet the Customer’s stated specifications and objectives.
These terms are accepted by the Customer as the terms upon which shark Limited (hereafter “the Principal”) is engaged to provide goods or services in respect of an Offer by quotation, invoice or on www.sharkseating.com. The Customer further agrees that all purchases from the Principal are made on the following terms and conditions and any contract of supply arising will be subject to the same.
The Offer may only be accepted on the exact terms and conditions set forth herein. None of the terms and conditions contained in the Offer may be added to, modified, superseded or otherwise altered except by written instructions signed and delivered by the Principal to the Customer. Each shipment sent by the Principal to the Customer shall be deemed to be only upon these terms and conditions.
FORMATION OF CONTRACT:
The contract of sale shall arise upon the acceptance of an Offer. The contract shall bind the parties and their successors and assignees.
Any instructions received by the Principal from the Customer for the supply of goods and/or services shall constitute acceptance of the terms and conditions contained herein.
TERMS OF PAYMENT:
All sales shall be cash sales and payment shall be made in full within 30 days of invoice date into the bank account stated in the Offer. Interest may be charged on any amount owing after the due date at 2% per month or part month. Notwithstanding the foregoing, the Principal reserves the right during the course of a contract for the supply of goods to submit claims for progress payments for work completed and/or for the value of materials supplied to date. Any expenses, disbursements and legal costs incurred by the Principal in the enforcement of any rights contained in this contract shall be paid by the Customer, including solitor’s or debt collection fees. Part payments will be applied first in reduction of such costs and interest. Receipt of a cheque, bill of exchange or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
VARIATION TO WORK:
The cost of any variation whether it be addition to or subtraction from the original Offer, shall be agreed in writing between the Principal and the Customer and the price shall be charged to the Customer’s account at the normal rates in force by the Principal at that time.
Acceptance causes the Principal to commit costs especially for the Offer which render this order irrevocable and no cancellations will be accepted.
The Customer authorizes the Principal to contract either as principal or Distributor for the provision of goods and/or services that are the matter of this contract or for the transportation of delivery of goods and/or services to the Customer or any person specified by the Customer. Where the Principal enters into a contract of this type it shall be read with and form part of this agreement and the Customer agrees to pay any amounts due under that contract.
USE OF INFORMATION:
The Customer authorizes the Principal to collect retain and use information for the purpose of assessing credit worthiness, enforcing rights or general marketing purposes.
RECOVERY OF INCREASED COSTS:
the Principal shall be entitled to increase the price of the goods or services should it incur increased costs due to any of the following events: conformance to Acts of Parliament or Order in Council or any statutory or regulatory body; variation or imposition of exchange rates, duties, levies, surcharges or taxes; or adverse change in the availability or cost of materials, goods, labour or freight.
RISK AND DELIVERY:
Unless otherwise agreed in writing, lead-time of the Offer is an estimate and actual delivery time may vary. Risk is transferred to the Customer upon written notification by the Principal that the goods are available for collection. If the Customer is unable to take delivery of the order within 7 days of this notification being issued, suitable storage may be arranged at the sole discretion of the Principal and at the Customer’s expense. Should the stock be stored for a period exceeding 6 months from the date of acceptance of the Offer, the Principal reserves the right to sell the said order and charge a reasonable commission for services rendered in effecting the sale.
TRANSFER OF OWNERSHIP OF GOODS:
All goods supplied by the Principal to the Customer shall remain the sole and absolute property of the Principal as the legal and equitable owner until such time as the Customer makes payment in full to the Principal of all the amounts owing in respect of the goods. The Customer may enter into a written agreement with the Principal to on-sell any goods supplied under these terms of trade but such agreement shall be on the express condition that any such on-sale shall take place as Distributors and bailees for the Principal and that the entire proceeds are therefore held in trust for the Principal and are not mingled with any monies so that they shall at all times be identifiable as moneys belonging to the Principal. If the goods are attached, fixed or incorporated into any property of the Customer by way of any manufacturing or assembly process by the Customer or any third party, title in the goods shall remain with the Principal until the Customer has made payment for all goods and/or services and where those goods are mixed with other property so as to be part of or constituent of any new goods, title to these new goods shall be deemed to be assigned to the Principal as security for the full satisfaction by the Customer of the full amount owing between the Principal and the Customer.
COPYRIGHT AND INTELLECTUAL PROPERTY:
the Principal owns and retains copyright in al work, art, film, tooling, drawings, specifications, models, prototypes, photographs, documents and software produced by it in connection with the products and services that form the subject of this contract and the Customer may use them only for the purpose for which they were intended and supplied by the Principal and without modification. The Customer accepts full responsibility for ensuring that the goods and services provided by the Principal pursuant to any proposal, specification or set of objectives by the Customer do not infringe existing registered designs or patents.
The Principal endeavours to provide product and services which achieve the objectives quantified in the Customers written specification and confirmed in writing by an authorized representative of the Principal. An additional Limited warranty may be offered by the Principal in writing to the customer in a separate document. Otherwise no representation, condition, warranty or premise expressed or implied by law or otherwise applies to the goods and/or services.
Except as otherwise provided by statute the Principal shall not be liable for any loss or damage or consequential loss of any kind whether suffered or incurred by the Customer or another person whether such loss or damage arises directly or indirectly from goods and/or services or advise offered by the Principal to the Customer. The Customer shall indemnify the Principal against all claims of any kind however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of negligence delay or otherwise brought by any person in connection with any matter, act, omission or error by the Principal in connection with the goods and/or services.
The Customer shall be deemed to have accepted the goods and/or services unless the Customer notifies the Principal otherwise within 14 days of delivery of the goods and/or services to the Customer. Any dispute arising in relation to the goods and/or services or terms of this contract shall be settled as provided in the Arbitration Act 1908 or any Act passed in substitution.
The Customer shall not assign any of its rights or obligations. Any guarantee made by any third party shall not exclude the customer from any liability or obligation under this contract. Failure by the Principal to enforce any part of these terms and conditions shall not be deemed to be a waiver of any of its rights and obligations under this contract. If any provision of this contract shall be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. Where the terms of this contract are at variance with the order or instruction from the Customer or any other agreement, this contract shall prevail. The Laws of New Zealand shall apply to this contract.