The conditions of sale set out below shall apply to all contracts for the supply of goods ("goods") made with the Seller and the person purchasing the goods ("Buyer") and shall not be deemed or construed to be modified, rescinded or waived in whole or in part except by written amendment by the parties.
Acceptance of delivery of any goods will be deemed to be acceptance by the Buyer of these Terms and Conditions, notwithstanding anything that may be stated to the contrary in the Buyer's inquiries or on the Buyer's orders.
Prices unless otherwise stated, do not include goods and services tax, other taxes, import duties or other levies or tariffs, freight or insurance charges which, if applicable, will be an extra charge.
4.1. Payment of all accounts is to be made by the 20th day of the month ("the payment date") following the month of the date of the invoice. In the event that payment is not received by the payment date default interest may be charged by the Seller, at a rate equivalent to 3 per cent above the Seller's Banker's Commercial Overdraft rate for the period during which the payment has been overdue. Such default interest may be charged by the Seller on the overdue moneys from the payment date until all moneys including default interest have been paid in full. All payments shall be applied first in payment of default interest (if any).
4.2. No credit shall be extended on overdue accounts, except by prior written agreement with the Seller.
4.3. Individual deliveries or deliveries of separate instalments may be invoiced separately and shall be paid for accordingly.
4.4. All orders including looseleafs and periodicals shall be invoiced at the time the goods are first supplied, dispatched or uplifted.
5.1. Dates given for delivery are stated in good faith but are not to be treated as a condition of the sale. No claim shall be made by the Buyer on account of late delivery however caused. Late delivery shall not constitute a breach of this contract by the Seller, and the Buyer shall not be entitled to cancel the contract because of late delivery.
5.2. Delivery by the Seller to a carrier shall be deemed to delivery to the Buyer.
6. UNANTICIPATED EVENTS
The Seller shall be entitled to cancel or suspend delivery of the goods in the event of any delay or non-performance due directly or indirectly to wars, strikes, lockouts, delays or defaults of manufacturers or suppliers, act of God, or any other cause (whether similar or dissimilar) beyond the reasonable control of the Seller. The Buyer shall have no claims whatsoever against the Seller in consequence of any such cancellation or suspension.
7.1. The risk in the goods shall pass to the Buyer upon delivery.
7.2. The Buyer shall be obliged to insure the goods from the time of delivery to the Buyer and, pending payment in full, insure the goods in the name of the Seller and Buyer for their respective interests.
8.1. Without prejudice to the liability of the Buyer to pay for goods supplied, such goods shall remain the property of the Seller as legal and equitable owner pending cleared payment in full of all moneys due under this contract or in respect of any other debt owed by the Buyer to the Seller. The Buyer acknowledges that the Buyer is in possession of such goods as bailee for the Seller pending payment in full.
8.2. Until payment in full the Seller shall be entitled to retake possession of the goods. To allow the Seller to do that, the Buyer grants the Seller an irrevocable right to enter at any time any premises or place where the goods are held or thought to be held and to remove the goods. The Seller may then resell the goods and retain the proceeds of such sale. Any shortfall shall be a debt owed by the Buyer to the Seller.
9.1. Notwithstanding any other agreement as to the terms of payment, the total purchase price shall immediately become due and payable and the Seller shall have the right to forthwith cancel this contract (without prejudice to any other of its rights) upon the occurrence of any of the following events:
(a) the Buyer ceases or threatens to cease to carry on business;
(b) the Buyer enters into any negotiations for any arrangement or composition with its creditors;
(c) the Buyer is unable to pay its debts (including contingent liabilities) as they fall due;
(d) the Buyer becomes bankrupt or commits an available act of bankruptcy or proceedings are taken for liquidation of the Buyer's affairs;
(e) the Buyer, being a company, goes into liquidation whether voluntary or compulsory or does anything or fails to do anything which would allow a receiver or manager to be appointed or a receiver or manager to take possession of any of the Buyer's assets or which would entitle any person to present an application for winding up or is wound up or dissolved or placed under statutory management or enters into a scheme of arrangement with its creditors or any class thereof;
(f) any distress or execution is levied on the Buyer;
(g) breach by the Buyer of any other terms contained in this agreement.
9.2. Upon the happening of any one or more than one of the above events the Seller will be entitled to repossess and resell goods which remain the property of the Seller within the terms of clause 8.
If the Buyer defaults in performing its obligations under this agreement and the Seller incurs expenses in enforcing its rights under this agreement, the Buyer shall pay those expenses (including full legal costs) to the Seller on demand.
11. RETURNED GOODS
11.1. In respect of the supply of publications published in New Zealand, all goods delivered may be returned to the Seller provided that:
(a) the return is effected within 30 days of delivery; and
(b) the titles are returned in mint condition; and
(c) the Buyer provides invoice numbers relating to the purchase; and
(d) the Seller's Customer Services Manager gives prior written permission for the return of the goods.
11.2. The full price of the goods will be refunded to the Buyer where goods are returned in accordance with 11.1.
11.3. In respect of the supply of imported publications, there is no right to return the goods.
12. LOOSELEAF PERIODICAL PUBLICATIONS
12.1. Looseleaf and periodical publications are supplied on the understanding that the Seller will continue to supply and charge for new and updated material until the Seller receives notice in writing that the order is cancelled.
12.2. An order for looseleaf and periodical publications will continue to be filled by the Seller until the Seller receives notice in writing that the order is cancelled.
12.3. In the case of imported looseleaf and periodical publications, cancellations received by the Seller will be promptly actioned by the Seller. However, any such publications or parts of such publications already in transit to New Zealand at the time the Seller receives notice of the cancellation will be supplied to the Buyer and the Buyer shall be obliged to pay for them in accordance with these terms and conditions.
13.1. Advice by the Buyer that he has been invoiced for goods not received must be given within thirty days from the date of invoice.
13.2. All claims of any nature must be accompanied by particulars of the claim and by invoice and delivery details
13.3. Where the Buyer is using the Seller's insurance cover and the Buyer's loss or damage falls within the terms of such cover, then the Seller will make good any such loss or damage upon receipt by the Seller of the Seller's "Lost in Transit Claim Form".
13.4. No claim in respect of goods damaged in transit will be entertained if a carrier has been given a receipt signed without comment or objection by the Buyer or his agent.
13.5. In no circumstances whatever shall the Seller be liable for consequential losses whether suffered by the Buyer and/or any third party.
14. THE PRIVACY ACT 1993
14.1. The Buyer acknowledges that:
(a) personal information collected or held by the Seller (whether contained in this document or otherwise obtained) is provided and may be held, used and disclosed for the following purposes:
(i) administering, whether directly or indirectly, the Seller's contracts and enforcing the Seller's right thereunder;
(ii) marketing goods and services provided by the Seller;
(iii) ascertaining at any time the Buyer's creditworthiness and obtaining at any time credit reports, character references or credit statements;
(iv) enabling the Seller to notify any credit agency of any application for credit or default on any obligation of the Buyer to the Seller and enabling the Seller to provide such personal information to any credit agency so such credit agency can maintain effective accounting records;
(v) enabling the Buyer to communicate with the Seller for any purpose.
(b) Such personal information is collected by and will be held by the seller whose address is 203-207 Victoria Street, PO Box 472, Wellington, New Zealand.
14.2. The Buyer has the right under the Privacy Act 1993 to obtain access to and to request correction of any personal information concerning it held by the Seller.
14.3. The Buyer authorises the Seller to obtain at any time from any person or entity, any information the Seller may require to process and/or accept any application for credit the Buyer may make to the Seller or to perform or complete any of the other purposes for which the Buyer has provided personal information to the Seller. The Buyer authorises any such person to release to the Seller any personal information that person holds concerning the Buyer.
14.4. For the purposes of the preceding clauses the term "the Seller" includes any financier or discounter of the Seller's contract, or any related company of the Seller. The term "related company" has the meaning given it by the Companies Act 1955 or replacement legislation.
14.5. If the Buyer fails to provide any information requested by the Seller in respect of any application for credit the Buyer may make, the Seller may be unable to process such application.
15. CONSUMER GUARANTEES ACT 1993
The Buyer agrees and acknowledges that all supplies of goods and services from the Seller are/will be acquired for the Buyer's business purposes and accordingly the provisions of the, Consumer Guarantees Act 1993 will not apply as between the Buyer and the Seller.
For and on behalf of the Buyer:
Signed by: ____________________________
For and on behalf of LexisNexis of New Zealand Ltd