1.1 The following terms and conditions apply to all orders placed with and goods and services supplied by ipaddle and its successors and assigns.
1.2 Notwithstanding clause 1.1, ipaddle may by written notice to the Customer alter or replace these terms and conditions from time to time. All orders placed subsequently by the Customer shall be upon the altered or replaced terms and conditions.
2. Prices and Orders
2.1 Ipaddles’s prices are subject to alteration without notice. Prices are based on current rates for labour, freight, exchange, material cost and landing charges but the price payable by the Customer shall be the price ruling at the time the goods or services are made available, adjusted to take account of changes in such rates and charges.
2.2 All prices quoted are inclusive of GST and any other taxes or duties. Where applicable freight and handling charges will be added in relation to the sale and delivery of the goods or services unless otherwise stated. The Customer shall pay any other taxes and duties, insurance, freight and handling charges in addition to the price if applicable.
2.3 No order shall be binding on ipaddle until accepted in writing by ipaddle or a person authorised on its behalf.
2.4 ipaddle will not be bound by clerical errors or omissions whether in computation or otherwise in any quotation, acknowledgment or invoice and the same shall be subject to correction.
3.1 Payment is due within 7 days following the date of invoice unless otherwise stipulated. Payment is to be made without deduction or set off in cash or in such other manner as ipaddle shall stipulate from time to time.
3.2 Where any payment is not made on the due date, then without prejudice to any other rights or remedies available to ipaddle under these terms and conditions or at law or in equity or otherwise ipaddle may:
3.2.1 Charge interest, by way of liquidated damages, on all overdue accounts at the rate of 2% per month calculated on a daily basis from the date on which payment was due until payment is made;
3.2.2 Withhold deliveries or cancel undelivered orders or portions of such orders, retain as liquidated damages any moneys paid by the Customer and sue the Customer for damages;
3.2.3 Cancel any other order or contract or arrangement between ipaddle and the Customer or suspend the performance of such order, contract or arrangement pending payment without being liable tothe Customer for any losses of any kind that it might suffer.
3.3 The Customer shall upon demand reimburse ipaddle for all costs (including legal costs on a solicitor/client basis), expenses or other sums incurred by ipaddle in the recovery of the moneys due and/or the goods, which sum shall also carry interest at the rate specified in clause 3.2.1 if unpaid within one calender month of demand having been made.
3.4 ipaddle shall be entitled to apply or appropriate any payments to any account of the Customer. Should the Customer have a number of accounts ipaddle may combine any accounts and offset any amount between accounts.
3.5 ipaddle reserves the right to impose a credit limit at any time, which may be altered or withdrawn at ipaddles’ discretion with effect from the date that ipaddle notifies the Customer of such change.
3.6 If at any time it deems the credit of the Customer to be unsatisfactory ipaddle may require security for payment and may suspend performance of its obligations under this contract until the provision of sufficient security. All costs and expenses of, or incurred by, ipaddle as a result of such suspension and any recommencement shall be payable by the Customer upon demand.
4. Delivery and Returns
4.1 ipaddle will use its best endeavours to deliver the goods or provide the services at the time requested by the Customer but will not be responsible for any loss or damage (in either case, of any kind and whether direct, indirect or consequential) arising from any delay in the delivery of the goods or provision of the services from any cause whatsoever nor shall any such delay entitle the Customer to cancel any order or refuse to accept delivery at any time or refuse or delay payment for the goods or services.
4.2 ipaddle shall arrange delivery of the goods or provision of the services at the Customer’s premises or at such other location as may be agreed. Where goods are to be delivered to or the services supplied at the Customer’s premises the Customer shall ensure that ipaddle has uninterrupted access to the Customer’s premises to enable the goods to be delivered or the services to be provided by ipaddle. Where access is not provided to ipaddle the Customer shall pay ipaddle upon demand such amount calculated by ipaddle as will compensate ipaddle for wasted time and expenditure and any storage or other charges.
4.3 The Customer will promptly check for correctness in deliveries made by ipaddle and will advise ipaddle of any shortages, breakages or defective goods within seven days of receipt of the goods by the Customer. Where ipaddle is satisfied, after carrying out its own investigation, that there has been short delivery or error in dispatch or breakage or any goods are defective in each case due to the fault of ipaddle, ipaddle will provide replacement goods.
4.4 Orders, once accepted may not be cancelled. Goods may not be returned for credit without the prior authorisation in writing of ipaddle. Returns may be subject to a handling charge equivalent to 10% of the price of the goods returned.
5. Risk and Ownership
5.1 Risk in any goods supplied by ipaddle to the Customer shall pass when the goods are delivered to the Customer or into custody on the Customer's behalf and it shall be the Customer’s obligation toinsure the goods from that time.
5.2 Title to and ownership of the goods shall not pass to the Customer until all moneys payable to ipaddle (whether for the goods or otherwise) have been paid by the Customer in full. Until title in the goods passes to the Customer, the Customer must:
5.2.1 Keep the goods in a good and secure condition;
5.2.2 Not obliterate, damage or obscure any labels or other identifying marks applied to the goods by or on behalf of ipaddle;
5.2.3 Keep the goods fully insured to their full replacement value against all risks;
5.2.4 Not encumber the goods in any way;
5.2.5 Hold and keep the goods separately from other property in the possession of the Customer (including goods already supplied by ipaddle) and in a manner which enables the goods to be easily identifiable as goods supplied by ipaddle.
5.3 If the Customer resells the goods or any of them before payment is made the Customer shall hold the proceeds of resale of the goods or any of them in trust for ipaddle and account to ipaddle for all moneys owed by the Customer to ipaddle. The Customer shall ensure that any proceeds are paid into a separate bank account so that the proceeds are at all times identifiable and traceable. If the Customer resells the goods or any of them so as to create a debt owed to the Customer, the Customer hereby assigns all legal and equitable title to that debt to ipaddle and the Customer hereby irrevocably appoints ipaddle as its attorney with all powers permitted by law for the purpose of effecting any such assignment and recovery of any such debt in the name of the Customer for the benefit of ipaddle.
5.4 The Customer’s ability to resell the goods shall automatically cease if a receiver is appointed over any of the assets or undertaking of the Customer or if a winding up order is made against the Customer or if the Customer goes into voluntary liquidation (otherwise than for the purposes of a reconstruction or amalgamation approved by ipaddle) or calls a meeting of or makes any
arrangement or composition with creditors or commits any act of bankruptcy. Upon the occurrence of any of these events, all amounts owing to ipaddle in respect of goods or services supplied will become immediately due and payable and ipaddle will be entitled to withhold deliveries or cancel undelivered orders or portions of such orders.
5.5 ipaddle shall be entitled to repossess all goods which it claims belongs to it at any time without notice and for such purpose it shall be lawful for ipaddle and/or its agent to enter any premises where such goods are or are believed to be and to remove such goods. The Customer hereby indemnifies and agrees to hold harmless ipaddle against any damage howsoever caused in relation to such entry and removal including consequential loss or damage to any third party or to the Customer.
6. Personal Property Securities Act 1999
6.1 The Customer acknowledges that ipaddle holds a “security interest” in the goods and any proceeds of the sale of the goods pursuant to Section 17 of the Personal Property Securities Act 1999 (“the PPSA”) and that ipaddle may register a financing statement in respect of the goods and any sale proceeds in accordance with the provisions of the PPSA.
6.2 The Customer shall provide all information, execute or arrange for execution of all documents and do all other things that ipaddle may require to ensure that ipaddle has a perfected first ranking security interest in the goods under the PPSA. The Customer shall immediately upon request by ipaddle, procure from any person considered by ipaddle to be relevant to its security position such agreements and waivers as ipaddle may at any time require.
6.3 The Customer waives its rights to receive a verification statement in respect of any financing statement or financing change statement registered by ipaddle under the PPSA and agrees that as between ipaddle and the Customer, the Customer shall have no rights under (or by reference to) sections 114(1)(a), 116, 117(1)(c), 119, 120(2), 121, 125, 129, 131, 132, 133 and 134 of the PPSA and where ipaddle has rights in addition to those in part 9 of the PPSA, those rights shall continue to apply.
6.4 The Customer shall immediately notify ipaddle of any change in the Customer’s name, address details and any other information provided to ipaddle to enable ipaddle to register a financing change statement if required.
7. Warranties and Liabilities
7.1 Save for any manufacturers warranties provided or assigned to the Customer and any warranties and conditions conferred in writing by ipaddle on the Customer in relation to particular goods sold by ipaddle to the Customer, ipaddle makes no representation and gives no assurance, condition or warranty of any kind to the Customer (including any assurance, condition or warranty implied by law to the extent that the assurance, condition or warranty can be excluded) in relation to the goods and services and accepts no liability for any assurance, condition,
warranty, representation, statement or term not expressly set out in these terms and conditions.
7.2 The benefit of any warranties and conditions conferred by ipaddle on the Customer are personal to the Customer and are not assignable.
7.3 ipaddle shall not be liable to the Customer or any other person for any indirect or consequential loss or damage of any kind arising out of defective goods or any breach by the Company of its warranties or conditions or obligations under these terms and conditions or negligence or otherwise. Regardless of the legal basis of any claim, ipaddle‘s maximum liability to the Customer under any circumstances is limited to a sum not exceeding the invoiced value of the goods or services in relation to which the claim relates.
8. Force Majeure
8.1 ipaddle shall not be responsible to the Customer for failure to perform any of its obligations due to cayses beyond its control including work stoppages, fires,
civil disobedience, riots, rebellions, acts of God and similar occurrences. In such circumstances ipaddle shall have the right at its discretion to delay the performance of its obligations until such causes cease or to cancel the whole or any part of this contract without incurring any liability to the Customer.
9. Waiver and Variation
9.1 ipaddle shall not be deemed to have waived or varied any provision of these terms and conditions or any right or remedy which it may have under these terms and conditions or at law or in equity or otherwise unless the waiver or variation is in writing signed by ipaddle or an authorised person on its behalf. No wavier of a breach shall be deemed to be a wavier of any other breach or any further breach.
10.1 In the event of any conflict between the terms of any quotation or order confirmation and these terms and conditions, the express provisions contained in the quotation or order confirmation, as the case may be, shall prevail. These terms and conditions shall prevail over the Customer’s terms and conditions (if any).
11. Governing Law
11.1 These Terms and Conditions are governed by the laws of New Zealand and the parties agree to submit to the exclusive jurisdiction of the New Zealand Courts.