CONDITIONS OF SALE AND PURCHASE OF GOODS BY C.F.I.NEW ZEALAND LTD
1.1 These conditions apply to all Business Customers sales, that are contracts by which any customer (referred to as “The Buyer”) acquires CFI New Zealand ltd’s goods (including any related services) for the purpose of a business.
1.2 These conditions override and are in substitution for any conditions stipulated or referred to in writing or orally by the Buyer,
2.1 Stated or quoted prices are exclusive of freight and GST.
3. PAYMENT TERMS
3.1 A 50% deposit is required at the time an order is placed with the remaining 50% being payable prior to delivery. Credit terms may be offered at the discression of CFI New Zealand Ltd.
3.2 In the event payment is not received by the due date, penalty interest will be charged at a rate of 2% per month (plus GST).
3.3 The buyer agrees that any expenses, costs or disbursements incurred in recovering any outstanding monies including debt collecting agency fees and solicitors’ costs will be paid by the buyer.
3.4 CFI New Zealand ltd will be entitled to refuse to deliver goods if there are any outstanding monies owing to CFI New Zealand ltd by the buyer.
4. DELIVERY DATES
4.1 Although CFI New Zealand ltd will endeavor to meet any stated delivery date, it is not liable for and the buyer is not entitled to cancel its order for non-delivery or late delivery, howsoever caused, or for failure to deliver by any specific method or by any particular vehicle, vessel or craft.
4.2 Unless otherwise stated in writing, the delivery to a carrier constitutes delivery to buyer.
5. RETENTION OF TITLE
5.1 Notwithstanding the subsequent provisions of this clause, risk in the goods shall pass to the buyer when such goods are delivered by CFI New Zealand Ltd to the buyer or the buyer’s agent or into the custody of a third party on the buyer’s behalf.
5.2 Ownership (both legal and equitable) in all goods supplied to the buyer shall be retained by CFI New Zealand Ltd until payment in full is made for the goods and for all other goods supplied by CFI New Zealand Ltd to the buyer.
5.3 Until such payment is made in full for all goods supplied by CFI New Zealand Ltd to the buyer, the buyer shall hold the goods as CFI New Zealand Ltd’s Fiduciary Agent and Bailee and shall store the goods in such a way that they are clearly identified as the property of CFI New Zealand Ltd and shall properly store, protect and insure the goods.
5.4 The buyer hereby irrevocably gives CFI New Zealand Ltd its agents and servants, the free and uninterrupted right to enter any premises occupied by the buyer during normal business hours to search for, inspect and remove any of the goods supplied in which CFI New Zealand Ltd has retained ownership pursuant to this clause if:
1. The buyer is in default of payment in respect of goods or,
2. If it does any act or omits to do any act which would entitle or cause a receiver to be appointed or,
3. Which would entitle any person to present a petition to wind up the buyer or if the buyer goes into voluntary winding up.
CFI New Zealand Ltd shall not be held liable for any damage caused in respect of entering the buyer’s premises and repossessing goods.
5.5 CFI New Zealand Ltd permits the buyer to sell goods supplied to it by CFI New Zealand Ltd in the normal course of carrying on its business, though the buyer will only do so as a Fiduciary Agent of CFI New Zealand Ltd and the proceeds of any on sale shall be the property of CFI New Zealand Ltd. The buyer is to ensure that such proceeds are at all times held in a separate fund in trust absolutely for CFI New Zealand Ltd
5.6 Security Interest. – The buyer agrees that the retention of title in the goods created by this clause is a security interest, as defined in the Personal Property Securities Act 1999, over all goods supplied by CFI New Zealand Ltd to the buyer and all inventory supplied by CFI New Zealand Ltd to the buyer.
CFI New Zealand Ltd is entitled at any time to register this security interest over any goods being supplied by CFI New Zealand Ltd to the buyer. For the purposes of registration the description of the goods shall be the type of furniture and goods supplied by CFI New Zealand Ltd to the buyer, but if this should change, CFI New Zealand Ltd shall be entitled to register subsequent security interests to ensure the security interest includes any such new types of goods supplied.
Should CFI New Zealand Ltd elect to register its security interest, the buyer agrees:
a) To provide all necessary information requested by CFI New Zealand Ltd to assist in the registration of the security interest, and
b) That it will not create any further security interest over the goods, and
c) That it will notify CFI New Zealand Ltd within five days of any intended change of it’s name, and
d) That it waives the requirement that it will be provided with verification statements recording registration.
Notwithstanding the provisions in Clause 5, the risk in the goods will pass to the buyer on delivery.
Insurance is the buyer’s care unless otherwise arranged with CFI New Zealand Ltd in writing before dispatch of goods.
Where the buyer acquires CFI New Zealand Ltd’s goods for business purposes, the following provisions apply:
8.1 If there is any defect or irregularity in goods supplied, CFI New Zealand Ltd’s liability to the buyer is limited to refunding the purchase price or (at CFI New Zealand Ltd’s option) replacing those goods. (However no such remedy will be given unless the buyer has complied with Clause 8.3 below).
8.2 All other conditions and warranties about the goods, whether express or implied (by statutes or otherwise) are excluded, in relation to sales to business customers. In particular (but without limiting the generality of the above) CFI New Zealand Ltd does not warrant that goods are fit for any particular use or purpose.
8.3 Any claim or dispute must be delivered to CFI New Zealand Ltd in writing within seven (7) days of delivery of the goods. No claim may be made or dispute rose against CFI New Zealand Ltd outside of these limits.
8.4 In no case will CFI New Zealand Ltd be liable for any loss or damages, whether direct, or special, or indirect or consequential howsoever arising, whether or not CFI New Zealand Ltd had knowledge that such damages might be incurred, including but not limited to loss or income, profit, interest, opportunity, utility or loss of market, incurred by the buyer or by any third party.
9. GOODS RETURNED FOR CREDIT
CFI New Zealand Ltd is not obliged to accept the return of any goods for credit. Requests for goods to be returned for credit will be considered only if received in writing within seven (7) days of the delivery of the goods and quoting the invoice number, and if the goods are in the same condition as dispatched. CFI New Zealand Ltd may grant or refuse any such request at its sole discretion.
10. BUYERS UNDERTAKING RELATIVE TO CONSUMER GUARANTEES ACT 1993
Buyer undertakes in relation to goods it acquires from CFI New Zealand Ltd.
10.1 Not to give any express written guarantees on behalf of the manufacturer, or CFI New Zealand Ltd, except with CFI New Zealand Ltd’s express written approval.
10.2 That it will not use CFI New Zealand Ltd’s goods for any purpose for which they are not suitable, and that it will correctly advise its customers as to the purpose to which CFI New Zealand Ltd’s goods should or should not be put.
10.3 That any literature that it may supply and which relates to CFI New Zealand Ltd’s goods will comply with the Consumer Guarantees Act 1993.
10.4 To immediately notify CFI New Zealand Ltd in writing of any claim the buyer may receive pursuant to the Consumer Guarantees Act 1993, giving details of the CFI New Zealand Ltd’s goods concerned, and claimants contact information.
10.5 To effectively and in writing contract out of the Consumers Guarantees Act 1993 whenever it agrees to supply CFI New Zealand Ltd’s goods to buyer’s own customer, for the purpose of that customer’s business.
11. BUYERS’ INDEMNITY TO CFI NEW ZEALAND LTD
The buyer agrees immediately on demand to indemnify CFI New Zealand Ltd against any liability (including liability to claims, costs and expenses defending claims) which would not have arisen had the buyer complied with the undertaking set out in Clause 10 above.
CFI New Zealand Ltd may (in addition to its other rights) terminate the contract if the buyer:
Fails to comply with any of these conditions or other terms of agreement with CFI New Zealand Ltd, or commits an act of bankruptcy, or (being a company) has a receiver appointed or goes into liquidation, or compounds or arranges with its creditors, or if CFI New Zealand Ltd has reasonable grounds to believe that its goods have been or will be destroyed, damaged, endangered or removed from the buyer’s normal place of business (except in the ordinary course of trade). Upon termination, the buyer agrees that CFI New Zealand Ltd or its agents may enter the buyer’s premises (or other premises to which the buyer has access and where any of the goods subject of the contract are stored) during normal business hours, without notice, and search for and recover its goods, and may resell any of them, without incurring any liability to the buyer or any person claiming through the buyer. The buyer may not revoke the permission granted in this clause.
Nothing contained in these conditions shall be deemed to exclude or restrict any rights or remedies the buyer may have under the Fair Trading Act 1986. If any provision in these conditions is illegal, invalid or unenforceable, the validity and enforceability of the remaining provisions will not be affected.
14. EXCLUSION OF THE CONSUMERS GUARANTEES ACT 1993
Where the buyer acquires CFI New Zealand Ltd’s goods or services for business purposes, the Consumers Guarantees Act will not apply.