Terms and Conditions of Sale
Prices and Terms of Payment
1. The Customer Shall pay the price indicated on the invoice, quote, or other similar documents issued by Audio Workshop including Goods and Services Tax or other Government levies payable in respect to the supply of the goods.
2. The Customer shall pay all amounts due without deduction or offset to Audio Workshop in cash before delivery Unless Audio Workshop has previously agreed in writing to provide credit facilities in which case shall be made 20th of the month after the delivery date.
3. The customer shall pay Audio Workshop default interest (at a rate of 6% above the current overdraft rate) in respect of all the customer's indebtedness which is overdue. Interest shall accrue on a daily basis from the date when the payment was due until the date the payment is actually made whether before or after judgment and the customer shall be liable to pay all expenses and legal costs of Audio Workshop as between solicitor and the client in relation to obtaining remedy of any failure to pay.
4. If for any reason Audio Workshop considers that the company may be unable to meet its payment obligations to Audio Workshop as they fall due. Audio Workshop shall be entailed to take (in addition to any other remedies it may have) all or any of the following actions until those obligations are fully satisfied
- demand immediate payment of part or all of the amounts for supplies made whether due or not; and
- require security for such amounts to its full satisfaction before any further supplies are made to the customer; and
- withhold without notice deliveries of goods or services ordered by the customer.
5. Audio Workshop shall be entitled to cancel all or any part of any contract or contracts with the Customer, in addition to its other remedies (including its rights to recover all sums owing to it for deliveries and services already made), in the following circumstances:
- if any amounts payable by the customer to Audio Workshop are overdue; or
- if the Customer fails to meet any obligation under this or any other contract or obligation to Audio Workshop; or
- if the Customer becomes insolvent; or if a receiver is appointed in respect of the assets of the Customer: or
- If the Customer no longer carries on business or threatens to cease carrying on business; or
- if an arrangement with the Customer's creditors is made or likely to be made; or if the ownership of effective control of the Customer is transferred or the nature of the Customer's business is materially altered; or
- if the Customer makes default in taking delivery in time.
6. On cancellation of the Contract, Audio Workshop shall be entitled to dispose of the balance of the goods contracted for and the Customer shall indemnify Audio Workshop for any loss in price incurred by it on realization against the price at which the goods were contracted to be brought by the customer.
Supply and Delivery
7. Unless expressly stated otherwise on the Audio Workshop's invoice all prices exclude freight and insurances. Where Audio Workshop delivers or arranges freight Audio Workshop shall not be liable for any loss or damage to the goods during transportation, even though such loss or damage may be caused by Audio Workshop's negligence or other default or that of its servants or agents.
8. Where the Customer fails to accept the goods by the delivery date specified or such later date as the parties agree the Customer shall pay reasonable storage costs until such time as the Customer accepts the goods, such costs to be determined by Audio Workshop.
9. If the goods are ready for delivery on the date specified by the order of the Customer and the Customer does not take delivery when requested by Audio Workshop to do so, Audio Workshop shall be entitled to invoice the Customer for the payment in accordance with clause 2 under Price and terms of Payment.
Risk and Title
10. Title of the goods shall pass from Audio Workshop to the Customer when the Customer has discharged all outstanding indebtedness (whether in respect of the goods supplied or otherwise) to Audio Workshop.
Nevertheless, the risk of any loss, damage or deterioration to the gods due to any cause whatsoever shall be borne by the customer from the time the Customer takes possession of the goods.
11. Until title passes from Audio Workshop to the Customer in accordance with cause 10, the following terms shall apply:
- the Customer shall be deemed to be in a fiduciary capacity as bailee of Audio Workshop in respect of any goods supplied by Audio Workshop;
- and the Customer shall, if required by Audio Workshop, store the goods in such condition and place that is clear that they are owned by Audio Workshop;
- and the Customer shall not under any circumstances mix the goods supplied by Audio Workshop with other goods in any manner whatsoever.
- The Customer shall on request disclose to Audio Workshop all relevant information regarding the goods.
12. If the Customer makes default in payment for the goods in accordance with clause 2 or if Audio Workshop makes demand in terms of clause 4 or cancels any contract in terms of clause 5, although such goods may be in the possession of the Customer, the Customer hereby irrevocably gives Audio Workshop, its agents and servants leave and license to enter on and into any property occupied by the Customer has a license to enter without notice in order to inspect, search for or remove goods supplied and Audio Workshop shall not be liable to the Customer or any third party for the exercise of its rights under this clause.
13. Where Audio Workshop lawfully resells, stores or repossesses any goods agreed to be sold the Customer shall indemnify Audio Workshop for all costs thereof including any legal costs on a solicitor and the client basis.
Security and PPSA Security:
14. You acknowledge and agree that by assenting to these terms you grant a security interest to us in all goods and services previously supplied by us to you (if any) and all after-acquired goods supplied by us to you.
15. Financing Statement: You undertake to:
a) Sign any further documents and/or provide any further information (which information you warrant to be complete, accurate and up to date in all respects) which we may reasonably require to enable registration of a financing statement or financing change statement on the Personal Property Securities Register;
b) Not registering a financing change statement or a change demand in respect of the goods ( as those terms defined in the PPSA) without prior written consent; and
c) Give us not less than 14 days prior written a notice of any proposed change in your name and any other change in your details (including, but not limited to, changes in address, facsimile number, trading name or business practice)
16. Waiver and Contracting Out
- Unless otherwise agreed to in writing by us you waive your right to receive a verification statement in respect of any financing statement or financing change statement relating to the security interest.
- To the maximum extent permitted by law, you waive your rights and, with our agreement, contract out your rights under the sections referred to in section I 07(2)(c) to (i) of the PPSA.
- You agree that nothing in sections 114(I)(a), 133 and 134 of the PPSA shall apply to these Terms and, with our agreement, contract out of such sections. You and we agree that section 109(1) of the PPSA is contracted out of in respect of particular Goods if and only for as long as we are not the secured party with priority over all other secured parties in respect of those Goods.
17. If delivery is delayed for any reason, Audio Workshop shall not be liable to the Customer or any other party for any loss sustained due to such delay and Audio Workshop reserves the right to cancel delivery of the goods or such installments thereof without prejudice to its rights to recover all sums owing to it in respect of deliveries already made.
18. The supply of goods shall not include any terms whether statutory or otherwise, as to fitness or suitability for purpose; as to merchantability relating to or arising from any descriptions or representations, and no warranties shall arise from any dealings prior to or in the course of any supply. No person other than the Manager of Audio Workshop and then only in writing has the authority to vary any of the terms of this document or of any supply. To the extent these provisions purport to limit or contract out of the Consumer Guarantees Act 1993 they shall apply only on the basis that the Customer acquires or holds itself out as acquiring the goods or products for the purposes of a business.
19. The Customer agrees to indemnify Audio Workshop against any liability or cost incurred by Audio Workshop under the Consumer Guarantees Act 1993 as a result of any breach by the Customer of its obligations contained in these Terms and Conditions of Sale.
20. Audio Workshop will pass on the benefits of manufacturers' warranties to the Customer to the extent it is permitted to do so without itself being directly liable to the Customer under such warranty. Audio Workshop does not undertake that repair facilities and parts will be available for the products. Audio Workshop may at its own discretion notify the New Zealand Importer of the products of any defect notified by the Customer; and/or request the New Zealand Importer to repair or replace any defective goods.
21. Any warranty may be voided by damage or misuse of the products, problems caused by the use or misuse of software, negligent installation or operation, inadequate packaging, cleaning or maintenance, unauthorized repairs, modifications or the addition of incompatible hardware.
Claims and Privacy
22. In respect of any breach by Audio Workshop whether in contract, tort or otherwise howsoever Audio Workshop's liability shall wholly cease 14 days after delivery or part delivery as the case may be unless by then:
- the Customer has given written notice of the claim including where applicable Audio Workshop's dispatch number and/ or invoice number; and specific details of any defects; and
- the Customer has supplied samples of any goods (if any) having the claimed defects.
23. Audio Workshop may at its complete discretion instead of giving a refund or paying damages, replace or give credit for all or any part of goods supplied and established to be in breach of Audio Workshops obligations. In any event the liability of Audio Workshop in respect of any supply shall be limited to an amount equal to the purchase price of the goods supplied and Audio Workshop shall not be liable to the Customer whether in contract, tort or otherwise for any indirect or consequential loss or damage or general damages and shall not be liable to any third party whatsoever.
24. Where goods are supplied on credit the Customer authorizes Audio Workshop to obtain information about the Customer or any third party and to divulge that information to any third party in the course of Audio Workshop business including but not limited to any credit or debt collection agency for the purposes of credit assessment or debt collection. Any information collected will be retained by Audio Workshop for so long as the Customer continues to purchase goods from Audio Workshop. Audio Workshop will provide the Customer with access to the information for review and correction.
Definitions “Audio Workshop” shall mean Audio Workshop trading under Chapman Enterprises Ltd, or any agents or employees thereof. “Customer” shall mean the customer, any person acting on behalf of and with the authority of the customer, or any person purchasing goods and services from Audio Workshop. “PPSA” means the Personal Properties Security Act 1999.