Terms and Conditions
1. All business between the Seller and the Buyer shall be transacted in accordance with these terms and conditions. Any terms and conditions put forward by the Buyer and purporting to have contractual effect (and whether put forward before or after this agreement was entered into) shall have no status and in particular shall not be binding on the Seller.
2. Goods shall be paid for in full, without deduction or set off, strictly in accordance with the payment term set out in this agreement, irrespective of whether or not the goods have been delivered by the time payment becomes due.
3. The Seller has the right to suspend or cancel delivery of goods after any breach by the Buyer of the term in paragraph 1 above, or after the buyer's failure or refusal to accept delivery of any goods. The Seller's rights set out in this paragraph are in addition to any other rights or remedies that the Seller may have, in respect of the Buyer's breach.
4. Prices stated in foreign currency shall be paid in that currency or in New Zealand currency at bank rate of exchange established by the Seller and advised to the Buyer.
5. Prices may be subject to alteration for any reason, including any increase in freight costs, delivery charges or marine insurance rates.
6. Title to goods purchased by the Buyer shall pass to the Buyer only when the buyer has made full payment to the Seller for those goods.
7. Each type of goods described in this agreement shall be treated as being purchased under a separate agreement. Each type of goods may therefore be landed or delivered (as the case may be) separately, and such landing or delivery shall complete the Seller's obligations under the relevant agreement.
8. Goods shall be delivered upon presentation of an original bill of landing, or otherwise as agreed between the Seller and Buyer.
9. Weights and quantities are more or less.
10. All goods shall conform to the Seller's current specification for those goods or to any different specification to which the parties have agreed in writing.
11. Under no circumstances whatsoever and howsoever arising (including negligence) shall the Seller be liable for any loss, damage, expense or liability arising directly or indirectly from:
(a) War, strike, fire, flood, the failure of the Seller or any manufacturer, supplier, merchant or carrier to deliver goods on time or at all, or any other cause of contingency beyond the Seller's control;
(b) Loss of, damage to, fault or defect in the goods, except where caused by the Seller's actual fault
12. The Seller shall be under no liability whatsoever in respect of any deficiency in the goods which has not been notified to the Seller in writing within ten working days of the delivery of the goods.
13. In any case where the Seller's liability has not been effectively excluded by the terms of this agreement, such liability shall be limited, at the Seller's option to
(a) The Seller's sale price of the goods said to have been lost or damaged or to be defective; or
(b) The replacement of the goods said to have been lost or damaged or to be defective.
In no case shall the Seller be liable for any other direct, indirect or consequential loss, whether or not reasonably foreseeable and even if the Seller had actual knowledge that the loss was likely to occur.