Smooth-Air Terms and Conditions of Trade
1. DEFINITIONS
1.1 “Company” shall mean Smooth-Air Products Limited (New Zealand company number 467595), its agents or employees.
1.2 “Buyer” shall mean the purchaser of the Goods who is party to the Conditions.
1.3 “Goods” means any goods, items or products which are sold by the Company to the Buyer.
1.4 “GST” means any goods and services tax imposed under the Goods and Services Tax Act 1985.
1.5 “Conditions” means these Terms and Conditions of Trade and the conditions set out in the applicable quotation issued by the Company.
1.6 “Contract” means any agreement with the Buyer for the provision of Goods.
1.7 “PPSA” means the Personal Property Securities Act 1999.
1.8 References to any legislation is to that legislation as amended or replaced from time to time.
1.9 All references to “delivery” or “date of delivery” shall, unless the context otherwise suggests, means the date and time on which the Goods are despatched by the Company or, as the case may be, collected by the Buyer from the Company’s premises.
2. GENERAL
2.1 Unless otherwise agreed in writing, these Conditions shall be deemed incorporated in each Contract and any acceptance of a quotation from the Company or order of Goods from the Company is subject to these Conditions.
2.2 The Conditions may be changed at any time by written notice to the Buyer and the changes will be effective upon the first order of Goods or acceptance of a quotation by the Buyer following the date of the notice and thereafter.
2.3 The Buyer agrees that the Company is permitted to obtain a credit agency report or similar information regarding the Buyer or any guarantor.
3. QUOTATIONS AND ORDERS
3.1 Except where the quotation expressly provides otherwise written quotations are valid for thirty (30) days only and are subject to re-quotation thereafter.
3.2 Each order placed by the Buyer will constitute an offer to purchase Goods from the Company.
3.3 The Buyer cannot cancel or withdraw an order once it is accepted by the Company.
3.4 All freight, packaging and other relevant costs are charged to the Buyer's account as shown on the invoice.
3.5 All supplies of Goods are subject to availability at the time of delivery.
3.6 The Buyer is solely responsible for the accuracy of plans, specifications and information supplied by the Buyer.
4. TERMS OF PAYMENT
4.1 If credit is given payment of the account is due within 20 days of the end of the month of despatch or collection of the Goods unless otherwise agreed in writing.
4.2 If the Buyer does not have a credit account, it must pay for the Goods in full before despatch or collection of the Goods.
4.3 The Company reserves the right to charge a surcharge for payment via credit or debit cards.
4.4 Time is of the essence regarding the making of all payments.
4.5 Payments must be made in full and without deduction or set off.
4.6 Interest charges shall not be regarded as allowing time for payment of any amount owing.
4.7 All monies remain immediately due and payable to the Company.
4.8 The Company may suspend delivery if the Buyer is in default.
4.9 The Company may terminate any credit arrangement if the Buyer’s credit is deemed unsatisfactory.
4.10 The Company is not bound by any error or omission on any invoice or document.
5. DELIVERY AND TRANSPORT
5.1 Unless otherwise agreed in writing the Company reserves the right to charge the Buyer all costs of delivery.
5.2 The Buyer warrants suitable access for delivery.
5.3 Delivery dates are estimates only and the Company accepts no liability for delay.
5.4 The Company may make part delivery of Goods and invoice separately.
5.5 The Buyer agrees to provide assistance with unloading heavier items if requested.
5.6 The Buyer indemnifies the Company against any loss or damage suffered during delivery.
5.7 The Buyer is responsible for assembly and installation unless otherwise agreed.
5.8 The Buyer must ensure site access for all deliveries.
5.9 The Buyer must comply with all health and safety legislation.
5.10 Delivery is deemed to occur at the date and time of despatch or collection.
6. RISK AND INSURANCE
6.1 Risk in the Goods passes to the Buyer immediately on despatch or collection.
6.2 The Buyer assumes all risk and liability arising from use or possession of the Goods.
7. GOODS WARRANTY
7.1 Except as expressly provided, the Company excludes all guarantees and warranties to the fullest extent permitted by law.
7.2 Goods manufactured by the Company are warranted against defects in workmanship and materials.
7.3 The Company reserves the right to replace defective parts with similar components.
7.4 Goods presented for repair may be replaced by refurbished Goods.
7.5 Returned Goods not collected within 30 days are deemed abandoned.
7.6 The Company may dispose of abandoned Goods at its discretion.
7.7 Warranty does not apply where Goods have been misused, improperly installed or unpaid.
7.8 Labour costs for removal or installation are the Buyer’s responsibility.
7.9 The Buyer must contact the Company before returning Goods.
7.10 Warranty claims must include proof of purchase and written details of the defect.
7.11 The Company may require return of defective Goods.
7.12 Repair or exchange is the absolute limit of the Company’s liability.
8. LIABILITY
8.1 To the fullest extent permitted by law, the Company shall not be liable for consequential loss, lost profits or business interruption.
8.2 The Company’s liability is limited to replacement, repair or payment of repair costs.
8.3 The Company shall not be liable for indirect, consequential or economic loss.
8.4 Systems are designed based on information supplied by the Buyer.
8.5 Where Goods are acquired for business purposes, the parties contract out of specified provisions of the Fair Trading Act and Consumer Guarantees Act to the fullest extent permitted by law.
8.6 Nothing in these Conditions limits rights under the CGA or FTA except as permitted by law.
9. ACCEPTANCE
9.1 The Buyer shall inspect Goods within 48 hours and notify the Company within seven (7) days of any alleged defect.
10. RESTOCKING FEES
10.1 Goods may only be returned with prior written approval and are subject to restocking fees and conditions.
11. DEFAULT AND DAMAGES
11.1 Events of Default include insolvency, non-payment, cancellation after manufacture, breach of Contract and adverse financial change.
11.2 Upon default the Company may terminate Contracts, suspend deliveries and demand immediate payment.
11.3 The Company may recover damages including labour, materials, overheads and lost profit.
11.4 The Buyer must pay all enforcement and legal costs.
11.5 The Buyer indemnifies the Company against losses arising from default or improper use of Goods.
12. STORAGE
12.1 If the Buyer fails to take possession within seven (7) days, storage costs and risk pass to the Buyer.
13. SETOFF
13.1 The Buyer may not withhold or set off payment under any Contract.
14. FORCE MAJEURE
14.1 Force Majeure includes events beyond reasonable control including fire, flood, pandemic, strike, war or terrorism.
14.2 The Company is not liable for delays caused by Force Majeure.
14.3 The Company will notify the Buyer of any Force Majeure Event.
14.4 If a Force Majeure Event continues for more than 30 days the Company may terminate the Contract.
15. PERSONAL PROPERTY SECURITIES ACT 1999 / RIGHTS IN RELATION TO GOODS
15.1 Terms used in this clause have the same meaning as under the PPSA.
15.2 Title in the Goods remains with the Company until payment is received in full.
15.3 The Buyer grants the Company a purchase money security interest in the Goods.
15.4 Until title passes the Buyer holds the Goods as bailee only.
15.5 The Buyer may only sell Goods in the ordinary course of business.
15.6 The Company may enter premises to inspect or repossess Goods.
15.7 The Buyer must not grant any other security interest over the Goods.
15.8 The Buyer must sign documents required to perfect the Company’s security interest.
15.9 The Buyer waives rights to receive financing statements.
15.10 The Buyer waives rights under Part 9 of the PPSA to the extent permitted by law.
15.11 The Company may repossess Goods upon default.
15.12 The Company may recover the price of Goods and exercise rights under its security interest.
15.13 This clause applies notwithstanding any credit arrangement.
15.14 Supply of Goods does not transfer intellectual property rights.
16. GST AND OTHER TAXES
16.1 GST exclusive pricing applies unless otherwise stated.
16.2 GST must be paid at the same time as payment for the taxable supply.
16.3 The Buyer must pay all taxes, duties or imposts payable in relation to the Goods.
17. RECOVERY COSTS
17.1 The Buyer shall pay all accounting, legal and administrative costs connected with overdue accounts or Events of Default.
18. JURISDICTION
18.1 These Conditions are governed by the laws of New Zealand.
19. CONFIDENTIAL INFORMATION
19.1 Confidential Information includes pricing, promotional strategies and product information supplied by the Company.
19.2 The Buyer must keep Confidential Information confidential and only use it for ordering Goods.
20. VALIDITY
20.1 If any provision is unlawful or unenforceable, the remaining provisions remain valid.
21. PRIVACY POLICY
21.1 The Buyer authorises the Company to collect, use and disclose personal information for purposes connected with these Conditions.
21.2 Natural persons have rights under the Privacy Act 2020 to access and correct personal information.
22. WAIVER
22.1 Failure by the Company to enforce any provision shall not constitute a waiver.
23. ASSIGNMENT
23.1 The Company may assign or novate its rights without the Buyer’s consent.
23.2 The Buyer may not assign its rights without written consent from the Company.