Richmond Trading Terms and Conditions (NZ)
- These terms and conditions govern all contracts for the sale and supply of goods by Richmond (NZ) Ltd company number 1652854 (“we” or “us”) and prevail (to the extent of any inconsistency) over any conditions applicable to a specific order, unless expressly agreed to by us in writing.
- In these terms and conditions “goods” shall mean all goods and services supplied by us as described on any quotation, invoice or any other documentation created by us.
- By purchasing goods from us, you will be deemed to have accepted these terms and conditions.
- All previous negotiations, representations, arrangements, and statements (if any), between you and us, whether express or implied, are excluded and cancelled.
- Every quotation is an estimate only and is subject to us withdrawing, correcting or altering the quote at any time prior to our acceptance of your order, to meet any cost difference between the date of the quotation and the date of completion of the order.
- Quoted prices are valid for 30 days and subject to your order being for the whole quantity stated in the quotation.
- All prices are as published by us from time to time and exclusive of Goods and Services Tax.
- Unless otherwise stated, prices for delivered goods are freight on board from our premises. Special transport charges or variations in tariffs, rates of exchange, special taxes, transport charges, insurance premiums, harbour dues or similar costs and all other costs which affect the goods must be paid for by you.
- Trade order discounts may be subject to a minimum dollar value.
- Customer without a credit account: The purchase price for goods must be paid to us at the time of sale or if the goods are to be delivered, before dispatch from our premises or dispatch from third parties.
- Customer with a credit account: The purchase price for goods must be paid within 30 days from the date of the invoice or statement issued by us for the goods. Where the purchase price of the goods ordered by you, plus the purchase price of any goods previously ordered by you for which payment is outstanding exceeds your approved credit limit, payment must be made immediately to ensure you remain within the approved credit limit.
- Customer Default: Should you default in making payment in accordance with these conditions, then all monies due to us shall immediately become due and payable.
- Payment of Fees: You indemnify us for all costs and expenses including but not limited to collection costs, dishonoured payment fees, and legal costs as between solicitor and client which we may reasonably incur due to your breach of these terms and conditions.
- Termination of credit account: We reserve the right to terminate your credit facility if you are in breach of the terms of the credit facility, without any prior notice to you or any guarantor of yours.
- Afterpay: If you select to pay the purchase price for the goods through ‘Afterpay’ (available only on certain specified orders) you acknowledge and agree to be bound by the ‘Afterpay’ New Zealand terms of service as found on https://www.afterpay.com/en-NZ/terms-of-service at the time of sale. In these circumstances, and as long as the ‘Afterpay’ services are being utilised (or to the extent they have been utilised as the case may be) the ‘Afterpay’ New Zealand terms of service as described in this clause will prevail over these terms and conditions but only to the extent of any inconsistency.
- We reserve the right to charge you interest compounding daily on any invoice rendered by us which is due and remains unpaid, at the rate of 2% per annum above our bank’s unsecured overdraft rate as would be charged to us.
- Payment must be made against each part or portion of any order as delivered and we reserve the right to invoice for part delivery of any order.
- Any times given for delivery of goods are approximate and for guidance only. Although we make every effort to keep to delivery times, we specifically exclude all liability for loss or damage occasioned by delays in delivery.
- We are not responsible for any loss or damage to the goods in transit caused by any event of any kind.
Retention of title and risk
- Title and ownership of goods delivered will only transfer to you when you have paid in full all amounts owing by you to us.
- Until such time as property in the goods passes to you, you shall hold the goods as bailee for us, and shall when requested by us hold any proceeds from the sale or disposal of property to which the goods are attached up to the amount owed to us in a separate account for which separate records are kept.
- If the goods are attached or fixed by you to any property of yours, by way of any manufacturing or assembly process, title of the goods shall remain with us until you have made payment for all goods and where goods are attached or fixed to property so as to be part of or constituent of any new goods title to those goods shall be deemed to be assigned to us as security for the full satisfaction by you for the full amount owing by you to us.
- In the event of non-payment or if payment of your account is overdue we shall be entitled without prejudice to any right we have at law or in equity to enter the place where the goods are stored for the purpose of recovering and taking possession of the goods supplied including removal of the goods from any property to which they have been attached or fixed.
- Risk in the goods passes to you immediately upon the first to occur of:
- delivery to you;
- the goods being in your custody; or
- the goods being within your direction or control including while in transit to you.
- You declare that you hold the benefit of your insurance of the goods on trust for us and must pay to us the proceeds of any insurance in the event of the goods being lost, damaged, or deteriorated. The production of these Terms and Conditions by us shall be sufficient evidence of our rights to receive the insurance proceeds direct from the insurer without the need for any person dealing with us to make further enquiries.
Personal Property Securities Act 1999 (“PPSA”)
- In consideration of us supplying the goods to you, at your request, you, by signing these terms and conditions of sale and supply:
26.1 Grant to us a purchase money security interest (“PMSI”) as defined in section 16 of the PPSA in the goods; and
26.2 Agree that any of the goods or proceeds of the sale of property of yours to which the goods are attached or fixed coming into existence after the date of these terms and conditions of trade will come into existence subject to the PMSI granted herein and the terms of these terms and conditions of sale and supply without the need for any further action or agreement by any party; and
26.3 Acknowledge that you have received valuable consideration from us and agree that it is sufficient; and
26.4 Agree that the PMSI has attached to all goods supplied now and in the future to you and that the attachment of the PMSI has in no way been deferred or postponed.
- We reserve the right to register a financing statement in respect of any goods supplied by us to you pursuant to these terms and conditions of sale and supply and in respect of which credit has been extended by us to you. The costs of registering a financing statement or a financing change statement shall be paid by you and may, where applicable, be debited against your account, with us.
- You waive your right under section 148 of the PPSA to receive a copy of the verification statement confirming registration of a financing statement, or a financing change statement relating to the security interest under these terms and conditions.
- You shall promptly, on request by us, execute all documents and do anything else reasonably required by us to ensure that the PMSI created by these terms and conditions constitutes a perfected security interest (as defined in section 16 of the PPSA) over all goods supplied.
- You shall not agree to allow any person to register a financing statement over any of the goods supplied by us without the prior written consent by us and will immediately notify us if you become aware of any person taking steps to register a financing statement in relation to such goods.
- You shall not allow the goods to become accessions or commingled with other goods unless we have first perfected any security interest that we have in relation to the goods.
- If we perfect any security interest that we have in relation to the goods, you shall not do anything that results in us having less than the security or priority granted by the PPSA that we have assumed at the time of that perfection.
- You irrevocably grant to us the right to enter upon your property or premises, without notice, and without being in any way liable to you or to any third party, if we have cause to exercise any of our rights under the PPSA, and you shall indemnify us from any claims made by any third party as a result of such exercise.
- We and you agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA will apply to these terms and conditions of sale and supply, or the security interest under these terms and conditions of sale and supply. You unconditionally ratify any actions taken by us under this clause.
- You waive your rights under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
- To the extent the PPSA permits, you waive your rights to any time period under the PPSA that must otherwise lapse before we or our appointee may exercise a right, power or remedy. In the event that the PPSA requires that a period of notice or a lapse of time cannot be excluded, but further provides that the period of notice or lapse of time may be agreed between us, that period or lapse of time is one business day or the minimum period the PPSA allows to be agreed.
- You shall notify us at least 10 working days before changing your name, trading name, address or contact person details.
- Goods must be used in accordance with any manufacturer’s instructions and any product information or guides published by us.
- You accept any technical advice or assistance we provide you at your own risk, and release and discharge us from any and all claims related to that advice or assistance.
- We assume no liability (whether for negligence or otherwise) for any technical advice or assistance given in respect of the goods or their use.
- If you cancel an order which has been accepted by us, you must pay a reasonable charge for the work completed and materials used.
- Despite the cancellation of an order for any reason, you must pay in full for any goods which are: part of that order which were especially procured for you; custom ordered, imported, manufactured or made to order by us; or of a particular nature not normally stocked by us.
Returns and claims
- Upon delivery of the goods, you must inspect the goods. Any claim for faulty or defective goods must be received with 7 days from the date of delivery of the goods.
- If you fail to notify us that the goods are not in accordance with these terms and conditions, then to the extent permitted by law the goods will be deemed to have been accepted by you and you must pay for the goods in accordance with these terms and conditions.
- In no circumstances will we be liable for indirect or inconsequential loss which you may sustain or incur as a result of your purchase or use of the goods.
- We exclude all conditions or warranties in relation to the goods to the full extent permissible by law.
- Subject to clause 32, our liability, in negligence or otherwise, for breach of a condition or warranty whether expressed or implied in the supply of goods shall be limited (at our option) to one of the following:
- repair or replacement of the goods or supply of equivalent goods; or
- payment of the cost of replacing the goods or acquiring equivalent goods.
- Returned goods must be returned with a Richmond Return for Credit Authorisation Number on Richmond letterhead.
- Warranty: We provide you with a 12-month warranty in relation to all goods purchased from us on the terms stated herein below.
- Where we agree that you are entitled to claim under this warranty, our liability is limited to (at our discretion), replacing the goods, repairing or arranging for a third party to repair the goods, or refunding the price you paid for the goods.
- Any warranty shall become void in a situation where:
- the goods have not been properly maintained;
- you have outstanding invoices for monies payable to us;
- installation of the goods has not been carried out by persons being trained and accredited to install the goods;
- the goods continue to be used after any fault or defect would reasonably have become known to you;
- the defect or fault occurred from reasonable wear and tear, any accident or act of God;
- the defect or fault occurred as a result of circumstances beyond the control of either you or us;
- maintenance or alteration is made to the goods without our knowledge and written consent;
- installation of the goods has not been carried out as per the published instructions.
- We accept no responsibility for loss or damage to you, financial or otherwise, arising from a delay in the time taken for us to replace or repair any goods covered by this warranty.
- Limit: To the maximum extent permitted by law, our aggregate liability arising from any cause (whether in contract, equity, tort (including the negligence of us or any of our employees, contractors or agents), any enactment or otherwise), is limited to the price paid by the you in relation to the particular goods giving rise to the claim against us.
- Statutory Obligations: For the purposes of section 43 of the Consumer Guarantees Act 1993 (CGA) and section 5D of the Fair Trading Act 1986 (FTA), if the goods are being supplied and acquired in trade (as that term is defined in section 2 of the CGA), we and you agree that the provisions of the CGA and sections 9, 12A, 13 and 14(1) of the FTA have been contracted out of and do not apply to the supply of the goods.
- Vienna Sales Convention: The United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980) known as the “Vienna Sales Convention” does not apply to goods supplied under these terms and conditions, nor do any terms or conditions express or implied by the Vienna Sales Convention form part of this agreement.
Privacy Act 2020
- We shall be entitled to obtain a personal credit report to assess whether to provide you with credit and/or to collect overdue payment on commercial or consumer credit.
- You agree that personal information provided may be used and retained by us for the following purposes and for other purposes as agreed to between you and us or required by law from time to time:
- Verify your identity.
- Your location.
- Provide goods and services.
- Providing instruction to subcontractors.
- Assessing the credit worthiness of the customer in relation to extending credit.
- Exchanging of information with credit reporting agencies, or with any trade reference/s named by you.
- Processing of any payment instructions, direct debit facilities and/or credit facilities requested by you.
- Collection of amounts outstanding in your account by our nominated collection agent and/or solicitor.
- You acknowledge that you have read our privacy statement which can be found in the following locations: https://richmondnz.co.nz/privacy-policy
- We will not be responsible or liable to you for, nor will these terms and conditions be terminated as a result of, any failure to perform our obligations under this agreement to the extent and for the period that such failure results from circumstances beyond our reasonable control.
- We may alter these terms and conditions at any time. A copy of the current terms and conditions is available on our website (www.richmondnz.co.nz) or upon request.
- If any provision of these terms and conditions is invalid, these terms and conditions shall be read as if that provision has been severed.
- These terms are governed by, and are to be construed in accordance with, the laws in force in New Zealand.
- No Assignment: You must not assign or otherwise dispose of, or declare a trust over or otherwise create an interest in, any or all of your rights under this Agreement without our prior written consent. Such consent may be withheld at our absolute discretion.
- Current as at May 2021.