photos

Terms and conditions

THE PARTIES AGREE:

These Terms of Trade apply to any order placed by a Customer for goods or Consulting/Engineering services with TSL, unless TSL expressly agrees otherwise in writing. TSL may amend the Terms of Trade from time to time.

DEFINITIONS

“Agreement” means these Terms of Trade and any other documents including, but not limited to, pur-chase orders for goods and Consulting/Engineering services completed by the Customer and incorpo-rated by reference.
“Customer” means the person or entity described as the applicant on the first page.

“GST” means goods and services tax as defined in the Goods and Services Tax Act 1985.
“Consulting/Engineering services” means Con-sulting/Engineering services requested by the Cus-tomer from time to time and agreed to by TSL such services may include permit application, heavy vehicle certification, consultancy and design ser-vices.

“TSL” means Transport Specifications Limited trading as Transport Specifications Ltd.
“Working Day” means a day on which registered banks are open for business in Auckland, Welling-ton and Christchurch.

DESCRIPTION OF GOODS

Any description of the goods that has been given is for identification purposes only and the use of that description does not mean that this Agreement is a sale by description.

TERMS OF PAYMENT

The Customer shall pay all invoices (without deduc-tion) issued by TSL by the 20th day of the month following date of invoice unless otherwise stated on the invoice.

Where work continues past the end of a calendar month, all services and costs incurred will be ren-dered as a Progress Invoice and shall be due on the 20th of the following month unless otherwise stipulated.

TSL will charge interest at the rate of 2% per calen-dar month on all amounts outstanding after the due date for the initial 2 months and thereafter at the rate of 5% per calendar month compounding monthly on the unpaid balance owing.

The Customer shall be liable for all costs incurred by TSL in enforcing its rights under this Agreement including, but not limited to, any debt collection charges, Court costs and legal fees on a full indem-nity basis.

If at any time TSL believes the Customer’s financial status is unsatisfactory, TSL may require that pay-ment for any order is made in cash in advance, or security satisfactory to TSL to secure payment of all obligations of the Customer in respect of all future services and for any goods previously delivered.

TERM

This Agreement shall commence on the date TSL approve the credit application and continue in effect until terminated by either party in accordance with this Agreement.

TERMINATION

TSL may, without limiting any other remedy it may have, either terminate this Agreement or suspend services under it if the Customer fails to pay for any one invoice by the due date.

Either party may terminate this Agreement at any time and for any reason by giving the other party notice of that intention in writing.

On termination of this Agreement each party will return all property belonging to the other in whatever form possessed or under the control of that party.

 

 

TSL’s OBLIGATIONS IN RESPECT OF CONSULTING/ENGINEERING SERVICES

TSL shall provide any Consulting/Engineering services in a competent and professional manner as and when requested by the Customer.

When providing Consulting/Engineering services TSL shall comply with any workplace and security guidelines and any other instructions specified by the Customer while on its premises.

WARRANTY

The Customer acknowledges that any Consulting/Engineering services purchased are for business purposes and the Consumer Guarantees Act 1993 does not apply.
Apart from the warranties expressly given to the Customer in this Agreement, all other warranties, express or implied are excluded to the extent per-mitted by law.

TSL takes no responsibility for, nor does it warrant the work of third parties.

WAIVER

No waiver by TSL with respect to any breach or default or any right or remedy shall be deemed to constitute a continuing waiver or any other breach or default or any other right or remedy unless the same be expressed in writing and signed on behalf of TSL.

GOVERNING LAW

The validity, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of New Zealand.

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding of the parties in regards to the provision of goods and Consulting/Engineering services and supersedes all prior agreements and understandings, whether written or oral between the parties
Except as provided in this Agreement no conditions understanding or agreement purporting to modify or vary the terms of this Agreement shall be binding on TSL unless made in writing.

SECURITY INTEREST

Ownership and property in the goods remains with TSL until the Customer has discharged all outstand-ing indebtedness for all goods supplied by TSL.

The Customer grants to TSL a security interest in all goods previously supplied by TSL to the Customer (if any) and all goods that will be supplied in the future by TSL to the Customer during the continu-ance of the parties relationship and their proceeds to secure the obligation of the Customer to pay the purchase price of the goods and any other obliga-tions of the Customer under this Agreement as and when the same become due.

Where goods are purchased as equipment, until the Customer has paid all money owing to TSL, the Customer shall not sell or grant a security interest in the goods without the prior written consent of TSL.

PRIVACY ACT 1993

The Customer acknowledges and accepts that TSL may, at its sole discretion, collect information about the Customer for the purposes of credit approval.

GUARANTEE

In consideration of TSL entering into this Agree-ment the Guarantor hereby unconditionally and irrevocably guarantees to TSL the due and punctual performance and observance by the Customer of its obligations under this Agreement and notwithstand-ing any other provision in this Agreement this guar-antee shall not be affected by the granting of time or other indulgence on the part of TSL.

 

SEVERABILITY

In the event that any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of this agreement will remain in full force.

NOTICES

Any notice or other communication required to be given in writing by either party to the other party must be either:

In the case of TSL:

  • Delivered to 2/59 Paul Matthews Road, Albany; Auckland or
  • Posted to PO Box 302852; North Harbour; Auckland or
  • Sent by facsimile to (09) 4159085
    Email: mike@tsltd.co.nz.

In the case of the Customer:

  • Delivered to the delivery address as provided for in the Credit Application Form; or
  • Posted to the mailing address; or
  • Sent by facsimile to the fax number provided.
    Email to email address provided.

Any communication by facsimile transmission will be deemed to be received when transmitted to the correct email or facsimile transmission address of the recipient. Any other communication in writing will be deemed to be received when left at the specified address of the recipient or on the third day following the date of posting.

STATUS

No provision of this Agreement shall be construed to express or imply a joint venture, partnership or a relationship other than customer and supplier of goods and or services. No employee, agent or other representative of either party shall at any time be deemed to be under the control or authority of the other party or under the joint control of both parties.

CONFIDENTIAL INFORMATION

If at any time TSL becomes aware of the Customer's confidential information including confidential information relating to products, material, proce-dures, tests or equipment, TSL shall not use the information for any purpose not approved by the Customer and shall not disclose that confidential information to any other person unless expressly agreed in writing by you.

DISPUTES

If a dispute arises out of or relates to this Agreement ("The Dispute") a party to the Agreement may not commence any court or arbitration proceedings relating to the Dispute unless it has complied with the following paragraphs of this clause except where the party seeks urgent interlocutory relief.

A party claiming the Dispute has arisen under this Agreement must give the other party written notice specifying the nature of the Dispute. On receipt of that notice the parties shall use all reasonable en-deavours to resolve the Dispute by discussion, con-sultation, negotiation or other informal means such as mediation.

If the Dispute is not resolved within 14 days of the notice being given either party may, by giving written notice to the other party, require the Dispute to be determined by arbitration of a single arbitrator.

The arbitrator shall be appointed by the parties or, failing agreement within 7 days of the notice requiring arbitration, by the President of the New Zealand Law Society on application of either party. The arbitration shall be conducted as soon as possible and in accordance with the provi-sions of the Arbitration Act 1996.


Last Updated ( Thursday 29th August 2013 )