1. Price: The price for goods supplied is the price set out in our price list at the time and date of ordering unless otherwise specified in a written quotation/order confirmation. You accept the price ordering unless otherwise specified in a written quotation/order confirmation. You accept the price by placing an order. Generally we will quote prices exclusive of GST. You must pay GST in addition to the contract price. Unless otherwise specified in our price list or quotation, prices are exclusive of freight and other handling charges. You may not withhold the price or deduct or set-off any amount against the price.
2. Payment: The price will be payable prior to delivery unless we have agreed to provide you with credit. If we provide you with credit, you must pay the price by no later than the 20th day of the month following dispatch. Notwithstanding that we may have previously agreed to give you credit, we may in our discretion require payment of a deposit or that the price is paid wholly or partly in advance. We may also cancel any credit and require you to pay all outstanding amounts in full at any time. We may elect not to sell or deliver goods to you if payment is not received in accordance with our requirements.
3. Title/recovery of goods: Prior to receiving payment in full for all goods or services supplied to you, title in any goods supplied by us will remain with us and we have a charge over the proceeds of the goods if such goods are sold or disposed of by you. If you fail to pay on the due date, or if you are in breach of these terms, you authorise us to enter any premises to recover goods supplied by us or in respect of which we have title or a charge. If the premises are the premises of a third party, we will enter and recover the goods as your agent. You will be responsible for any damage we cause in recovering goods and indemnify us for any losses or costs we incur. We will be entitled to sell any goods and apply the proceeds towards amounts owed by you.
4. Security Interest: You agree that, under clause 3 above, we have a security interest for the purposes of the Personal Property Securities Act 1999 (“the PPSA”). You agree that we may take all steps required to perfect our security interest under the PPSA.
5. Timing/Delivery: We will do our best to deliver within 2 – 7 working days. Timing is not guaranteed, and we are not liable for any delays. We may charge you for additional delivery and/or storage charges if you fail to accept delivery. We may deliver in installments and in such case each installment shall be regarded as a separate contract on these terms. Delivery will be “free in store” (ie: delivery is completed when we make the goods available at your nominated delivery location).
6. Risk: Risk in all goods we supply to you passes to you upon delivery. You are responsible for making such insurance arrangements as you see fit to cover the risk in goods supplied to you from the time of delivery.
7. Default interest/costs: We may require that you pay us interest at 1.5% per month (or part month) on any amount due and unpaid. Payment of default interest is without prejudice to our other rights and remedies. If we take action to protect our interests in relation to goods over which we hold security or to recover any moneys due from you, or to otherwise protect our interests, you agree to pay our costs (including solicitor/client costs).
8. Extent of liability: Without limiting clauses 5 and 6, our liability for any defective goods, or for any cost, loss, damage or claim arising directly or indirectly in relation to any goods supplied by us, whether arising in contract, including negligence or otherwise, shall be limited to providing you with a credit for the invoice value of the affected goods or replacing the affected goods (at our option). We are not liable for any defect in goods or services if: (a) the goods (or their packaging) have been damaged or defaced following delivery; or (b) if damage or defects to goods has resulted from improper storage or handing following delivery. Neither are we responsible for any defect in goods that results partly or wholly from the act or omission of any third party or a cause beyond our reasonable control. We are not responsible in any circumstances for any indirect, consequential or special loss, loss of profits or economic loss. All warranties implied by customary practice, at law or under statute are excluded to the extent legally permitted.
9. Claims process: You may only make a claim in respect of goods or services under clause 8 if: (a) the affected goods are returned to us intact and in their original condition within 7 days of delivery together with a copy of our quotation (if any) and the original invoice; and (b) you submit a claim in writing setting out the alleged problem with the goods and/or services within 7 days of delivery. We will investigate your claim and confirm whether or not your claim is accepted within 30 days of us receiving the goods and your written claim. If we accept your claim, we will meet your reasonable freight costs for returning the affected goods to us. If you do not return goods and make claim within the 7 day period (time being of the essence) you are deemed to have accepted the goods or services supplied and to have waived any right to reject the goods or services or claim compensation or any other remedy.
10. Consumer Guarantees Act: You acknowledge that you acquire goods or services from us solely for use in a business or for resale or supply to other persons in trade. You agree that, if you on-sell goods to any customer who is not a “consumer” in terms of the Consumer Guarantees Act, you will: (a) contract out of the Consumer Guarantees Act in respect of the sale of the goods; and (b) require your customer to contract out of the Consumer Guarantees Act in respect of any further sales of the goods (other than for a sale to a consumer) and will require any sub-seller(s) to do the same. Further, if you on-sell goods, you must not make any warranty inconsistent with these terms. You indemnify us for any damages or costs suffered as a result of your failure to comply with this clause.
11. Product stewardship: We are committed to responsible care in the handling and use of goods that we supply. You acknowledge that the goods supplied by us may pose dangers to persons and/ or the environment if not handled properly. You undertake to take all care in your handling of goods supplied by us to avoid danger to persons and the environment. You agree to comply with any recommendations we provide to you regarding handling, storage and sale of goods. You further agree to comply with good industry practice for chemical products.
12. Miscellaneous: In these terms, headings are used for convenience only and shall not affect the interpretation of any clause. These terms prevail over the terms of any purchase order or any terms or contract submitted by you and any verbal communications. None of our agents or representatives are authorised to make any representation or undertaking that contradicts these terms. No delay or failure by us to act or insist on any right shall be regarded as a waiver and every right remains enforceable and may be exercised by us at any time.
13. Definitions: For the purposes of these terms of trade: (a) the term “goods” means [fertilisers, plant remedies, herbicides, insecticides, fungicides and other products supplied by us from time to time] ; (b) the terms “we”, “us” and “our” are references to Global Agrichem Limited.