1. PRICES and TERMS
The goods and services shall be purchased or quoted on these Terms and Conditions and at prices prevailing at the time the goods and services are despatched. All prices quoted exclude GST. These Terms and Conditions shall prevail unless varied in writing.
2. TERMS OF PAYMENT
Payment shall be settled by the 20th month following the completion of testing or in the case of a failed test result, at the completion of a draft non compliant report.
An invoice will be issued when we have completed all tests and assessment as far as we can and a draft non-compliant report has been framed. The initial job quotation does not include allowance for re-testing / assessment where a product does not meet the requirements of the standard. Any further assessment time required will need to be charged as ‘re-testing’ and is charged on a per hourly basis.
If payment is not received by the due date, then the Company may refuse delivery of further services and stop further credit facilities.
The Customer will pay all collection and legal costs actually incurred by the Company (including actual solicitor/client costs) that are related to the collection or recovery of any unpaid account.
Payments not made on due date may, at the Company’s sole discretion, bear interest from the date of the invoice at the rate of 2% per month until paid (or at such rate as shall be in force at the date of purchase).
4. CREDIT LIMIT
The Company may cancel orders in respect of any undelivered services or may withhold delivery of future orders if the Customer’s account exceeds the credit terms set by the Company.
5. OWNERSHIP RESERVED
It is expressly agreed that ownership is reserved and legal and equitable title to and property in all services supplied by the Company is and remains vested in the Company until payment in full has been received by the Company.
6. DAMAGE TO TEST SAMPLES
Samples submitted for testing may be damaged during the course of testing and may be unsuitable for further use at the completion of testing.
Spectrum Laboratories shall not be liable for any damage to test samples or submitted equipment for any reason whatsoever.
7. PERSONAL PROPERTY SECURITIES ACT 1999 (‘PPSA’)
1. The Customer grants to the Company a purchase money security interest in all present and after-acquired services, supplied by the Company to the
Customer described in any:
(a) quotation from the Company to the Customer;
(b) contract between the Company and the Customer including, without limitation, documentation (electronic or otherwise) supplementary to that contract and incorporated into that contract by reference or otherwise;
(c) purchase order or any other order for goods from the Customer;
(d) dispatch order, invoice, statement or remittance advice from the Company to the Customer.
2. At the request of the Company, and until all and any amounts due to the Customer have been paid in full, the Customer will promptly execute any documents and do anything else required by the Company to ensure that any security interest created constitutes a perfected security interest over all goods supplied by the Company. This obligation extends to providing the information required by the Company to complete and register a financing statement or financing change statement.
3. The Customer will not, without the prior written consent of the Company, agree to allow any person (including the Customer) to file a financing statement over any services supplied by the Company while the Customer is liable to the Company for any debt.
4. The Customer will notify the Company immediately if the Customer becomes aware of any person taking any steps to file a financing change statement against any services supplied to the Customer by the Company.
5. The terms ‘security interest’, ‘purchase money security interest’, ‘perfected security interest’, ‘personal property’, ‘financing statement’ and ‘financing change statement’ referred to in the above clauses have the meanings given by the PPSA.
8. PRIVACY ACT
1. The Customer authorises the Company:
(a) To collect and retain and use personal information about the Customer the information contained in this document) for the following:
(I) Assessing the Customer’s credit worthiness.
(ii) Administering the financing, whether directly or indirectly of the Customer contracts(s) and enforcing the Company’s rights there under.
(iii) Marketing goods and services provided by the Company.
(b) To provide the information:
(I) to any person for the foregoing purposes
(ii) to employees and agents of the Company and any other person, in the ordinary course of business, for any of the foregoing purposes
(iii) to credit agencies for the purpose of maintaining effective credit records.
2. The Customer acknowledges:
(a) that the information is held by the Company at the address specified in this document, notwithstanding that it may also be held elsewhere by the Company and other persons for the purposes described above.
(b) that where information can be readily retrieved the Customer shall have access to it, the right to request correction and the right to be notified of action taken in response to any such request, subject to payment of any reasonable charge.
(c) that the aforesaid authorisations are irrevocable.
9. WARRANTY AND INDEMNITY
Any test results provided by Spectrum Laboratories are applicable only to the sample(s) tested and Spectrum Laboratories shall not be liable for any variance between reported results and the characteristics of other samples.
Spectrum Laboratories shall not be liable for any damages, loss or injury suffered as the result of using or relying upon any services or information provided by Spectrum Laboratories.
10. ERRORS OR OMISSIONS
Clerical errors or omissions, whether in computation or otherwise in any quotation acknowledgements or invoice, shall be subject to correction.
11. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
If the Customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration of the Company agreeing to supply goods and grant credit to the Customer at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to the Company the payment of any and all monies now or hereafter owed by the Customer to the Company and indemnify the Company against non-payment by the Customer. Any personal liability of a signatory hereto shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.
If a term or condition herein is held by a Court to be unenforceable then such term or condition shall be severed from all other terms and conditions without affecting the enforceability of those other terms and conditions.
13. FORCE MAJEURE
Spectrum Laboratories shall not be liable to the Client for any loss or damaged directly or indirectly arising out of or in connection with any delay in delivery of the goods or failure to perform any term of this contact where such delay or failure is caused directly or indirectly by an act of God, fire, armed conflict, labour dispute, civil commotion, intervention of a government, inability to obtain labour, materials, facilities, accidents, interruptions of, or delays in transportation of any other cause beyond Spectrum Laboratories control.
14. PROPER LAW
The contract and these conditions of sale shall be governed by New Zealand Law and the New Zealand Courts shall have exclusive jurisdiction in connection herewith.