Terms and Conditions
TERMS AND CONDITIONS OF TRADE- SUPPLY OF GOODS AND / OR SERVICES
RT EQUIPMENT LIMITED
These terms of trade apply (unless but only to the extent specifically agreed in writing to the contrary)
to all business dealings between us. If you have any uncertainty about any aspect of these Terms and
Conditions you should feel free to speak to your usual contact with us.
1. METHOD OF ORDERING
1.1 Whilst we are free to accept an order to supply or request for services by any other method orders
should be made in writing sent by fax, email, post or delivery to the usual business premises of the
1.2 The order should clearly state the nature and quantity of the goods and/or services required, and
your preferred time and method of delivery/collection. If no particular time of delivery/collection is
specified, then we will use its best endeavours to supply within a reasonable time, having regard to its
1.3 We reserve the right (but are not obliged) to make any enquires or require any assurances we
deem necessary to satisfy ourselves that the request for services has been made in fully enforceable
2.1 We reserve the right to alter our prices from time to time (subject however to any legal restriction
on doing so that might apply at any time).
2.2 The price for goods and/or services ordered will be that quoted by us in notifying our acceptance
of order, or otherwise at the last advertised rate. Quotes are honoured only for thirty days after which
time a fresh quote is required.
2.3 If upon receipt of an acknowledgement of acceptance of the order from us you are not happy with
the price specified, then you must notify your non-acceptance, and cancellation of the order. If an
order has been requested on an urgent basis notification must be made immediately upon acceptance
of the order, and in any event notification must be not later than the end of the next business day.
Otherwise you will be deemed to have accepted the price, so specified.
3. ACCEPTANCE OF ORDERS
3.1 We will notify you of our acceptance of your order by return communication in the manner in
which the order is received. Upon acceptance of the order, unless new terms have been introduced
which then require acceptance (and subject to the provisions of Clause 2 above), a formal binding
contract will then have been reached, and we will complete the order on the basis set out herein.
3.2 If there is no formal acceptance of order then acceptance of the order and a binding contractual
relationship will be deemed to have occurred upon delivery of the goods and/or performance of the
3.3 We shall in our complete discretion be entitled to complete the order in any way deemed by us to
be appropriate, including subcontracting the whole or any part of the work without first obtaining
your consent or approval.
4.1 If we agree to accept the method of delivery requested by you, then we will use its best
endeavours to deliver in this manner, within a reasonable time after the order has been completed.
4.2 If however no method of delivery is specified, then the Company will deliver in accordance with
the manner of its usual practice.
4.3 Delivery will unless agreed otherwise be at your cost.
4.4 Whilst every attention to care in delivery of the goods ordered will be made by us, we, accept no
responsibility for any loss occurring as a consequence of any alleged delay, or event which happens
after the services are performed or the goods leave our premises as the case may be.
5.1 Risk in goods passes to you as purchaser as soon as the goods leave our premises.
5.2 You should therefore ensure that appropriate insurance is in place to cover the goods in transit as
well as ex-delivery.
6. INSPECTION/ACCEPTANCE OF GOODS
6.1 Upon delivery of the goods to your premises you should immediately inspect them to satisfy
yourself that they meet the order, and are in good condition.
6.2 If they are not as ordered or in a satisfactory condition, then you must immediately notify us in
writing. Without implying any liability on its part we will then make arrangements with you to resolve
6.3 Unless notification is made within five working days of delivery then, irrespective of the alleged
defect or deficiency, we will not be liable in any way to you.
7.1 No returns of goods delivered to your premises will be accepted by us. The only method of
dealing with goods which are not supplied as ordered is in accordance with Clause 6 above.
8. SUPPLIER'S LIABILITY
8.1 The maximum amount for which we can have liability is the contract value received by us in
respect of the order concerned or work undertaken (as the case may be).
8.2 We will not in any event be liable for consequential losses or costs alleged to be suffered or
incurred following claimed errors or omissions on our part.
8.3 No implied warranty as to quality fitness for purpose or otherwise is implied into any contract
arising with us. You will indemnify and hold us harmless against any losses or costs incurred or
actions or liabilities suffered or brought against us directly or indirectly as a consequence of any
contract made with us.
8.4 All implied warranties, covenants and obligations on our part as vendor, supplier or manufacturer
of the goods and/or services are expressly excluded, the only warranties of the vendor being those
specified in this Clause 8.
9.1 Payment for goods and/or services ordered is strictly on the basis agreed in writing between us.
9.2 If no specific payment terms have been agreed, then payment must be made not later than the
twentieth day of the month after that in which the order is filled (if such date falls on a Saturday,
Sunday or public holiday then on the following business day TIME BEING OF THE ESSENCE as to this obligation.
10. INTEREST ON OVERDUE PAYMENTS AND COSTS
10.1 We reserve the right to charge you interest at the rate of 15% per annum calculated on a daily
basis on any payment which is overdue. Such interest shall be payable upon demand at our offices, or
as otherwise specified in the demand for payment.
10.2 We also reserve the right to ask you to reimburse us any debt collection or legal costs incurred in
collecting or attempting to collect any unpaid money from you. Also any costs incurred in enforcing
or attempting to enforce any of our rights hereunder. Payment shall be upon demand or as otherwise
specified at the time.
10.3 If at any time the Company does not demand interest on any overdue payment, the Company
does not waive its right to do so in the future. Interest on overdue amounts may be demanded at any
time, and backdated to the due date.
11. SECURITY INTEREST
11.1 We have a perfected general security interest registered on the Personal Property Security
Register (PPSR) on the goods ordered and also on any other goods of yours which we hold.
11.2 The general security interest will operate as a general security against any money which you may
owe to us at any time. We may sell any goods in our possession that we are holding against monies
owed to us. In selling property in this way we are required to give you written notice of our intention
to sell the property we are holding as collateral. We will not be liable to you for any loss alleged as a
consequence of this sale or otherwise to you. Only after we have recovered monies owed to us
together with accrued interest and the costs of enforcing our rights will we then be liable to you for
any balance from sale proceeds.
11.3 You agree to do all things, sign all documents and provide all further assurances to enable the
Company to register a financing statement against the Personal Property Securities Register.
11.4 If we allow you additional time to pay any indebtedness, or otherwise any monies are
outstanding by you we may at any time:
11.4.1 If payment is not made at the times and in the manner agreed terminate supply to you,
terminate manufacture of goods ordered, or otherwise refuse to supply you, and/or
11.4.2 Require additional security for payment including a guarantee by any director,
shareholder or other person connected with us, or otherwise for past as well as future
indebtedness. Any such requirement is without prejudice to any other right at law which we
may have, and does not affect the reservation of title in goods supplied, referred to in Clause 12 below.
11.5 In consideration of goods supplied and/or services rendered, and in respect of any indebtedness
which may be owed to us you and any such director or shareholder further agree to mortgage your
legal estate in the land, detailed in the attached Customer Credit Application Form.
11.6 You hereby appoint us on behalf of your Company (if you are a corporate customer) and of
yourself personally as a shareholder/director as attorney to register a mortgage over such property to
secure this obligation. It is agreed by you that we shall at any time be entitled to caveat our interest in
land arising as a consequence of this provision.
11.7 Whilst you are holding goods which have not been paid for (or if they have been admixed with
other goods as bailee in the abovementioned manner (or in respect of any mixed goods referred to
above), you shall ensure they remain identifiable as our goods, that they are stored in such a way that
they are safe from any risk of loss or damage, and you will insure them for our benefit against all
appropriate risks. Your insurance policy must note our interest as unpaid vendor, and you hereby
authorise us to deal with your insurer and to collect any payment made under your policy of
insurance, in or towards payment of all monies so owing.
11.8 You will at all times permit us to inspect these goods to ensure safe storage. You hereby
authorise us or any representative of us at any time to call at any business address at which you are
known to operate, or at which they may be housed and to enter such premises for the purpose of
inspection and or removal of the goods. We are not liable for any loss or damage alleged as a
consequence of such inspection and/or repossession.
11.9 You will immediately notify us at least seven days prior to any change of address by you, or
relocation of such goods. You will also notify any landlord of these provisions and will permit us to
require the landlord to sign a waiver of rights of distrain against these goods.
11.10 Whilst any monies remain owing to us we have the right to sell goods in respect of which title
has not passed. Following such sale the Company will be liable to account to you for the balance (if
any) of sale proceeds after all monies owing to the Company, and all costs of and incidental to such
sale, have first been deducted. The Company will not be liable for any alleged loss occurring as a
consequence of such sale whether in respect of the method of recovery, sale or otherwise.
12. DISCHARGE OF SECURITIES
On receipt in full of all monies owing to us where and if applicable we undertake to do the following:
12.1 Effect a discharge on the Personal Property Securities Register of the perfected general security
interest against your personal property.
12.2 Organise a discharge of any and all mortgage against your legal estate in land.
12.3 Lodge a withdrawal of caveat registered against any legal estate to which you are the registered
12.4 Release the company, director or shareholder, or any other connected person from its guarantee
to us for any past or future indebtedness.
13. SET OFF
13.1 The Company shall be entitled to set off against any monies owed to you, an amount equal to the
total of all monies at such time then owed by you or on your behalf to the Company.
14. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIAL INFORMATION
14.1 Except to the extent specifically agreed in writing all intellectual property rights and/or services
rendered including (but not limited to) copyright, in goods supplied to you, and in all drawings and
other technical information in respect of them remain with us. This is notwithstanding any rule of law
or implication to the contrary.
14.2 You will promptly advise us of any known breach or infringement of such rights by any third
14.3 Nothing in this clause shall however imply a warranty on our part that it has any particular
intellectual property rights to the goods sold and/or services rendered, nor an obligation to register,
protect or otherwise further any alleged intellectual rights.
14.4 All technical information and other know-how, formulae, trade secrets, customer lists, trade and
marketing techniques and any other information is information which is imparted to you in confidence
or which you ought reasonably to know is confidential in nature. You agree not to disclose, use or
retain Confidential Information except with our express consent and then always subject to any terms
or conditions we may impose.
15. TAXES AND DUTIES
15.1 Except to the extent specifically agreed between us in writing all taxes, duties and other levies
payable to any Government or Territorial Authority in respect of the goods and/or services or their
supply shall be paid when due by you. You agree to indemnify us against all losses liabilities costs or
actions suffered or incurred as a consequence of your failure to make such payments when due.
16. NO WAIVER
16.1 No waiver by us of any rights or alleged rights hereunder against you, nor any delay forbearance
to sue or other indulgence given by us to you shall at any time be deemed or implied to limit or
exclude any of our rights against you under these Terms and Conditions.
17. PREVAILING DOCUMENTS
17.1 Except to the extent specifically agreed in writing between us these Terms and Conditions shall
prevail over any other agreement in respect of goods supplied by the Company to you. All other
documentation in relation to such supply shall be read subject to these Terms and Conditions.
18. GOVERNING LAW
18.1 The law applying to any supply of goods and/or services to you is the law of New Zealand and in
becoming bound to these Terms and Conditions you submit to the jurisdiction of the Courts in New
Zealand in respect of any dispute or disagreement arising in respect of them.
18.2 Unless specifically agreed the venue for any proceedings brought in respect of these Terms and
Conditions or any supply by the Company to you shall be New Zealand.
18.3 We reserve the right from time to time to unilaterally alter these terms and conditions to reflect
changes to the legal or economic environment governing the business relationship.
19. CLERICAL ERRORS
19.1 We reserve the right to unilaterally alter any clerical errors in documentation.
20.1 You acknowledge entering into business dealings with us following due diligence and not based
upon any collateral representations or warranties on our part (except as expressed in writing by us).
20.2 You acknowledge having read these terms and conditions and that you fully understand them.
20.3 In relation to the Privacy Act 1993 you acknowledge that:
20.3.1 Personal information collected or held by us (whether contained in this document or
otherwise obtained) is provided and may be held, used and disclosed for the following
(a) Administering, whether directly or indirectly, our contracts and enforcing our rights thereunder;
(b) Marketing goods and services provided by us.
(c) Ascertaining at any time your creditworthiness and obtaining at any time credit reports, character references or credit statements;
(d) Enabling us to notify any credit agency of any application for credit or default on any obligation of yours to us and enabling us to provide such personal information to any credit agency so such credit agency can maintain effective accounting records;
(e) Enabling us to communicate with you for any purpose.
20.3.2 Such personal information is collected by and will be held by
RT Equipment Ltd, P.O. Box 97-262, South Auckland Mail Centre, Auckland New Zealand.
20.4 You have the right under the Privacy Act 1993 to obtain access to and to request correction of any personal information held by us.
20.5 You authorise us to obtain at any time from any person or entity, any information we mayrequire to process and/or accept any application for credit you may make to us or to perform or complete any of the other purposes for which you have provided personal information to us.
You authorise any such person to release to us any personal information that person holds concerning you.
20.6 If you fail to provide any information requested by us in respect of any application for credit you
may make, we may be unable to process such application