Web Site Terms and Conditions of Use
By accessing this web site, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.
2. Use License
- Permission is granted to temporarily download one copy of the materials (information or software) on Maneline NZ Ltd’s web site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
- modify or copy the materials;
- use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
- attempt to decompile or reverse engineer any software contained on Maneline NZ Ltd’s web site;
- remove any copyright or other proprietary notations from the materials; or
- transfer the materials to another person or “mirror” the materials on any other server.
- This license shall automatically terminate if you violate any of these restrictions and may be terminated by Maneline NZ Ltd at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
- The materials on Maneline NZ Ltd’s web site are provided “as is”. Maneline NZ Ltd makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Maneline NZ Ltd does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
In no event shall Maneline NZ Ltd or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Maneline NZ Ltd’s Internet site, even if Maneline NZ Ltd or a Maneline NZ Ltd authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
5. Revisions and Errata
The materials appearing on Maneline NZ Ltd’s web site could include technical, typographical, or photographic errors. Maneline NZ Ltd does not warrant that any of the materials on its web site are accurate, complete, or current. Maneline NZ Ltd may make changes to the materials contained on its web site at any time without notice. Maneline NZ Ltd does not, however, make any commitment to update the materials.
Maneline NZ Ltd has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Maneline NZ Ltd of the site. Use of any such linked web site is at the user’s own risk.
8. Governing Law
Any claim relating to Maneline NZ Ltd’s web site shall be governed by law without regard to its conflict of law provisions.
General Terms and Conditions applicable to Use of a Web Site.
TERMS AND CONDITIONS OF SALE AND SUPPLY
- These terms and conditions shall be the conditions of the Contract between Maneline (NZ) Limited (“the Company”) and the Customer, and the Customer acknowledges that these terms and conditions shall apply to all transactions between the Company and the Customer. All other conditions, descriptions and representations, whether expressed or implied by law, trade custom or otherwise, are hereby expressly excluded.
- Any quotation of the Company may be withdrawn at any time by the Company. If not withdrawn it remains open for acceptance for a maximum period of 30 days from the date of quotation and thereafter shall be deemed to be withdrawn.
- Any quotation of the Company is based upon rates and conditions ruling at the date of the quotation unless otherwise specified. Any variation in exchange rates, current ruling costs of labour, transport, freight, insurance, GST and other taxes or levies imposed by government, costs and materials, and all other expenses incurred or arising due to circumstances beyond the control of the Company between the date of quotation and the date of delivery, shall be to the Customer’s account and shall together with all such sums that may from time to time become due to the Company in accordance with these terms and conditions be included in the Contract price for the Goods.
- All prices are to be “plus GST” and are exclusive of the cost of delivery.
3. TERMS OF PAYMENT
- The terms of payment shall be that the price is due and payable on the 20th of the month following the date of issue of the invoice.
- If any money due is not paid promptly on the payment date the Customer shall pay by way of liquidated damages to the Company penalty interest on such payments and arrears at the rate of 2.5% per calendar month or part thereof computed from the payment date until the date when such payment together with all interest outstanding is paid in full.
- If the Customer defaults in any payment the Customer shall in addition to the purchase price and any penalty interest due, pay the full cost (including solicitor and own client costs) incurred by the Company in collecting such payments and remedying the Customer’s default.
- If any time for delivery shall be stated in the quotation or order, such time shall be approximate only and shall not be deemed to be the essence of the contract.
- The Company shall not be liable for failure to deliver or for any delay in delivery occasioned by any cause beyond the Company’s control.
- Any and all costs of delivery shall be borne by the Customer and where delivery is required by the Customer, it shall be upon the basis that reasonable access to the Customer’s premises is available, and that the Goods are offloaded at the Customer’s risk.
5. DESCRIPTION AND SPECIFICATION
- Whilst every effort is made to ensure their accuracy, the description, illustrations and material contained in any catalogue, price list or other descriptive matter supplied by the Company, represent the general nature only of the items described and the Company reserves the right to modify the design of any goods and materials supplied without notice.
6. RISK AND RESERVATION OF TITLE
- Risk in the Goods shall pass to the Customer upon delivery of the Goods.
- Notwithstanding the passing of risk, property and ownership in the Goods shall only pass from the Company to the Customer upon full payment of the purchase price and any other money owing by the Customer to the Company and any penalty interest due. Receipt by the Company of any cheque shall not be deemed to be payment until met or honoured.
- Until the Company has been paid the purchase price and any other money owing by the Customer to the Company, the Customer is deemed to act as bailee for the Company in respect of the Goods and:
- The Customer is deemed to hold the Goods, and the products of any manufacture in which the Goods are used, as trustee on behalf of the Company; and
- The Customer grants a security interest in the Goods and acknowledges that these terms and conditions constitute a “security agreement” for the purposes of the Personal Properties Securities Act 1999 (“PPSA”) and that the Company may register a financing statement in respect of the same.
- Any proceeds for the sale of the Goods, or the sale of the products of manufacture in which the Goods are used, shall be held in a separate bank account by the Customer on trust for the Company;
- At the Company’s request the Customer shall promptly execute any documents and do anything else required by the Company to ensure that the security interest created under these special conditions constitutes a first ranking security interest over the Goods. The Customer will also provide the Company with any information that the Company may reasonably require to complete a financing statement and the Customer also agrees that nothing in Sections 114(1) a, 117(1) c, 133 and 134 of the PPSA shall apply to these terms and conditions. The Customer also agree that its rights as Debtor in Sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA shall not apply to these terms and conditions.
- The Customer will not allow a security interest to be created or registered over the Goods in priority to the security interest held by the Company.
7. WARRANTIES AND LIMITATIONS
- Where Goods are being supplied for the purposes of a business, the Customer agrees that the Consumer Guarantees Act 1993 will not apply and the items contained in any quote or order including these terms shall be the only terms and conditions of the contract and any other conditions and warranties, whether expressed or implied by law, trade, customer or otherwise are expressly excluded.
- Where the Customer purchases Goods for re-supply, the Customer’s terms of trade must contain an equivalent provision to clause 7.1.
- Subject to the provisions of clause 7.1, all warranties and other terms are to be read and construed subject to the Consumer Guarantees Act 1993 as applicable. If that Act applies (but not otherwise) the Act shall prevail where warranties, terms, or conditions hereunder are in conflict with or are inconsistent with any provision of the Act
- The Customer shall within seven (7) days of delivery notify the Company of any alleged defect in any of the Goods. The Customer shall afford the Company an opportunity to inspect the Goods within a reasonable time following notice and before any use is made of them. If the Customer fails to comply with these provisions the Goods shall be conclusively presumed to be free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Customer shall be deemed to have accepted the Goods.
- The liability of the Company in respect of all claims for loss, damage or injury arising from breach of any of the Company’s obligations under this agreement or from any act or omission of the Company is limited, in each case, to the lesser of:
- replacement or repair of the affected Goods;
- payment of the actual cost of replacing or repairing the affected Goods; and
- the price of the affected Goods.
- The Company shall not be liable for any consequential, indirect or special damages (including without limitation loss of profits or savings or for any indirect or consequential loss or damage), however caused, arising out of or in connection with the supply of Goods or Services by the Company, except as set out above.
- No action arising out of the supply of Goods or Services by the Company, regardless of form, may be brought more than seven days after the Customer becomes aware, or reasonably ought to have become aware, of the circumstances giving rise thereto.
8. RETURNS AND CANCELLATIONS
- Other than perishable Goods, Goods of a type held by the Company as normal stock items (excluding, by way of example, Goods made to order) may, if the Company agrees, be returned by the Customer for credit by quoting the date of delivery and the delivery docket numbers or invoice number provided that:
- The Company may charge a handling charge of 25% of the purchase price or net invoice value excluding delivery charges;
- The Company may charge the Customer if the Company collects the Goods from the Customer.
- The Goods are in their original condition and packaging, and are undamaged, unused and in a saleable condition.
- Goods which are damaged before delivery to the Customer may be returned for replacement or credit by quoting the date of delivery and the delivery docket numbers or invoice number provided that:
- the Goods are returned to the Company at the Company’s cost, or the Company is requested to uplift the Goods, within 48 hours of delivery; and
- The Goods are in their original condition and packaging as supplied, and are unused.
- The Customer is not entitled to cancel an order without the written agreement of the Company where:
- manufacture of made to order Goods has commenced; and/or
- such order comprises goods manufactured by a third party.
- In the case of made-to-order Goods:
- The Company may require the Customer to make a full upfront payment for the Goods or to pay a substantial deposit before the Company commences manufacture of the Goods, and the Customer is liable to pay for the full amount of Goods ordered, whether or not the Customer takes delivery of all such Goods; and
- The Customer shall pay all costs associated with any additional production runs where the Customer requires more Goods than those first ordered.
9. AGREEMENT TO MORTGAGE
- Where the Customer has failed to pay any portion of the price on the due date for payment, then the Customer will forthwith and upon demand give and execute in favour of the Company a good and registrable mortgage instrument over the Customer’s land to secure payment of the price, the said mortgage to be in the form of the Auckland District Law Society Mortgage (All Obligations) . To give effect to this clause, the Customer pledges the certificate(s) of title to the Customer land with payment of the unpaid price and authorises the Company to lodge and maintain a caveat against the title(s) to the said land. The Company will give the Customer five (5) working days to remedy any default before demanding a mortgage instrument aforesaid
10. ADDITIONS AND ALTERATIONS
- Any addition or variation to these terms and conditions shall be in writing signed by both parties and if not so in writing any such addition or variation shall at the Company’s option be unenforceable against it.
- All the original rights, powers, exemptions and remedies of the Company shall remain in full force notwithstanding any neglect, forbearance or delay in the enforcement thereof. The Company shall not be deemed to have waived any condition unless such waiver is in writing and signed by the managing director of the Company and any such waiver (unless the contrary shall be expressly stated) shall apply to operate only in the particular transaction or matter in respect of which it was given.
12. FORCE MAJEURE
- The Company shall not be liable to the Purchaser for any loss by the Purchaser caused by the Company’s failure to observe these conditions, or of any delay or failure to perform its obligations, if such failure or delay is occasioned by any cause beyond the Company’s reasonable control and, without limiting the generality of the foregoing, such causes include war, fires, floods, strikes, lock outs, delays in transport, breakdowns in machinery, restrictions or prohibitions by any government or semi-government authorities or embargoes.
- If any provision of these Conditions of Sale is held invalid, unenforceable or illegal for any reason, but is capable of being read down, it shall be read down to the extent necessary to render it binding and enforceable. If it is not capable of being so read down, then such work or words or, if required, the whole provision shall thereupon be severed and the remainder of these conditions shall otherwise remain in force.
14. INTERPRETATION AND GENERAL
- This Contract is entered into on behalf of and is intended to bind and be for the benefit of the Company and the Company’s successors and assigns. The provisions of this Contract, including this one, shall be given a large and liberal interpretation in favour of the Company.
- The term “Customer” includes the Customer and its successors and assigns.
- The terms “Company” and “Customer” also refer to any person, firm, company or corporate entity associated with either party. Where the Customer comprises more than one person carrying on business in partnership, each and every individual partner is and shall be jointly and severally liable to the Company in respect of all or any indebtedness or liability of the Customer which may arise. Where the Customer is a limited liability company or other corporation, each of the officers thereof jointly and severally guarantees the due and punctual payment of all monies and performance of all obligations due by the Customer arising out of the contract. Where the Customer is a trust, each of the trustees thereof jointly and severally guarantees the due and punctual payment of all monies and performance of all obligations due by the Customer arising out of the contract.
- The headings are used as a matter of convenience only and shall not affect the interpretation of each clause.