Terms of Trade

Legal Name: TROPAC Industrial Electrical Solutions GP Limited t/a TROPAC NZ
NZBN: 9429049571363

GST Number: 134 680 814
Registered Office: 100 Montgomerie Road, Airport Oaks, Auckland Airport 2150, New Zealand
Email: accounts@tropac.co.nz
Governing Law: New Zealand

1.Definitions

1.1  "Supplier" means TROPAC Industrial Electrical Solutions GP Limited t/a TROPAC NZ (NZBN 9429049571363), its successors and assigns or any person acting on behalf of and with the authority of TROPAC Industrial Electrical Solutions GP Limited.

1.2  "Client" means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Client is a reference to each Client jointly and severally.

1.3  "Goods" means all Goods or Services supplied by the Supplier to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable).

1.4  "Price" means the Price payable for the Goods as agreed between the Supplier and the Client in accordance with clause 4.

2.Acceptance

2.1  The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Goods.

2.2  These terms and conditions may only be amended with the Supplier’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and the Supplier.

2.3  These terms and conditions are to be read in conjunction with the Terms and Conditions posted on the Supplier’s website. If there are any inconsistencies, the terms in this document prevail.

3.Change in Control

3.1  The Client shall give the Supplier not less than fourteen (14) days prior written notice of any proposed change of ownership or any other change in the Client’s details (including name, address, or contact numbers, or business practice). The Client shall be liable for any loss incurred by the Supplier as a result of failure to comply with this clause.

4.Price and Payment

4.1  At the Supplier’s sole discretion the Price shall be: (a) as indicated on any invoice; or (b) the Price at the date of delivery according to the Supplier’s current price list; or (c) the Supplier’s quoted price, valid for the period stated or otherwise 30 days.

4.2  The Supplier reserves the right to change the Price for any variation requested, including variations from currency fluctuations, international freight and insurance, or material and labour cost increases. Payment for variations is due in full at completion.

4.3  At the Supplier’s sole discretion a non-refundable deposit may be required.

4.4  Time for payment being of the essence, the Price is payable on the date determined by the Supplier, which may be: on delivery; before delivery; by instalments; 30 days following the end of the month a statement is posted; the date specified on an invoice; or 7 days from the date of invoice where no other date is given.

4.5  Payment may be made by cash, cheque, bank cheque, electronic/online banking, credit card (plus a surcharge of up to 3.5% of the Price), or any other agreed method.

4.6  Unless otherwise stated the Price does not include GST (currently 15%). The Client must pay an amount equal to any GST payable on taxable supplies, at the same time and on the same basis as the Price, without deduction or set-off. The Supplier’s GST registration number is 134 680 814.

5.Delivery of Goods

5.1  Delivery occurs when: (a) the Client or its nominated carrier takes possession at the Supplier’s address; or (b) the Supplier or its carrier delivers to the Client’s nominated address, even if the Client is not present.

5.2  At the Supplier’s sole discretion the cost of delivery is included in the Price or is in addition to it.

5.3  The Client must take delivery whenever Goods are tendered. If unable to do so, the Supplier may charge a reasonable fee for redelivery and/or storage.

5.4  The Supplier may deliver in separate instalments, each invoiced and paid in accordance with these terms.

5.5  Any delivery time or date is an estimate only. The Client must accept delivery even if late, and the Supplier is not liable for loss arising from late delivery.

6.Online Ordering

6.1  The Client acknowledges: (a) the Supplier does not guarantee website performance or availability; (b) online ordering may be unavailable for maintenance or upgrades; and (c) to the maximum extent permitted by law, the Supplier is not liable for losses from online ordering being unavailable or for errors in transmitting orders.

6.2  The Supplier reserves the right to terminate an order if it learns the Client has provided false or misleading information, interfered with other users or administration, or violated these terms.

7.Risk

7.1  Risk of damage to or loss of the Goods passes to the Client on Delivery, and the Client must insure the Goods on or before Delivery.

7.2  If Goods are damaged or destroyed after delivery but before ownership passes, the Supplier is entitled to receive all insurance proceeds payable for the Goods.

7.3  If the Client requests Goods be left at an unattended location, those Goods are left at the Client’s sole risk.

8.Title

8.1  Ownership of the Goods does not pass until: (a) the Client has paid all amounts owing; and (b) the Client has met all other obligations to the Supplier.

8.2  Receipt of any payment other than cash is not deemed payment until honoured, cleared or recognised.

8.3  Until ownership passes:

(a)  the Client is a bailee of the Goods and must return them on request;

(b)  the Client holds the benefit of its insurance of the Goods on trust for the Supplier;

(c)  the Client must not sell or part with possession other than in the ordinary course of business and for market value, and must hold any proceeds on trust for the Supplier;

(d)  the Client must not convert or intermix the Goods; if it does, it holds the resulting product on trust for the Supplier;

(e)  the Client irrevocably authorises the Supplier to enter any premises to recover the Goods;

(f)  the Supplier may recover possession of Goods in transit whether or not delivery has occurred;

(g)  the Client must not charge or encumber the Goods while they remain the Supplier’s property; and

(h)  the Supplier may commence proceedings to recover the Price notwithstanding ownership has not passed.

9.Personal Property Securities Act 1999 (NZ) ("NZ PPSA")

9.1  Upon assenting to these terms in writing, the Client acknowledges these terms constitute a security agreement for the purposes of the NZ PPSA and create a security interest in all Goods previously and to be supplied.

9.2  The Client undertakes to promptly sign any documents and provide information required to register a financing statement on the New Zealand Personal Property Securities Register.

9.3  The Client must not register a financing change statement, or permit a third party to register a financing statement over the Goods, without the Supplier’s prior written consent.

9.4  The Client waives its rights to receive notices and a verification statement under the NZ PPSA to the extent permitted by law.

10.Security and Charge

10.1  In consideration of the Supplier agreeing to supply the Goods, the Client charges all of its rights, title and interest in any assets capable of being charged, to secure performance of its obligations under these terms, including payment of all monies.

10.2  The Client indemnifies the Supplier against all costs and disbursements, including legal costs, incurred in exercising the Supplier’s rights under this clause.

10.3  The Client irrevocably appoints the Supplier as its attorney to perform all necessary acts to give effect to this clause, including signing documents on the Client’s behalf.

11.Defects, Warranties and Returns (Consumer Guarantees Act 1993)

11.1  The Client must inspect the Goods on delivery and within seven (7) days notify the Supplier in writing of any evident defect, damage, shortage, or non-conformity. Other defects must be notified as soon as reasonably possible. The Client must allow the Supplier to inspect the Goods.

11.2  Nothing in these terms excludes or limits the Client’s rights under the Consumer Guarantees Act 1993 (NZ) or the Fair Trading Act 1986 (NZ).

11.3  Where the Client acquires Goods for the purposes of a business, the Client agrees the Consumer Guarantees Act 1993 does not apply to that supply, to the extent permitted by section 43 of that Act.

11.4  Except as required by the CGA, the Supplier makes no warranties as to quality or suitability, and its liability is limited to the fullest extent permitted by law.

11.5  If the Client is not a consumer, the Supplier’s liability for defect or damage is limited to the value of any express warranty, limited to any warranty the Supplier is entitled to where it did not manufacture the Goods, or otherwise negated absolutely.

11.6  The Supplier is not liable for defect or damage arising from failure to maintain or store Goods, use for an unintended purpose, continued use after a defect was apparent, failure to follow instructions, or fair wear and tear.

11.7  The Supplier may in its absolute discretion accept non-defective Goods for return, in which case it may require a handling fee of up to twenty-five percent (25%) of the value of the returned Goods plus freight costs. Where required by law to accept a return, the Supplier will do so on the conditions imposed by that law.

12.Intellectual Property

12.1  Where the Supplier has designed, drawn or developed Goods for the Client, copyright in any designs, drawings and documents remains the Supplier’s property.

12.2  The Client warrants that designs, specifications or instructions it provides will not cause the Supplier to infringe any patent, registered design or trademark, and indemnifies the Supplier against any third-party action arising.

12.3  The Client agrees that the Supplier may, at no cost, use any documents, designs, drawings or Goods it has created for the Client for marketing or competition entry.

13.Default and Consequences of Default

13.1  Interest on overdue invoices accrues daily from the due date at 2.5% per calendar month (compounding monthly at the Supplier’s discretion), before and after judgment.

13.2  If the Client owes the Supplier money, the Client indemnifies the Supplier for all costs of recovery, including administration fees, legal costs, and bank dishonour fees.

13.3  If the Client is in breach of any obligation, the Supplier may suspend or terminate supply, and is not liable for any loss the Client suffers as a result.

13.4  The Supplier may cancel any unfulfilled order and all amounts owing become immediately payable if: (a) money becomes overdue or the Supplier believes the Client cannot pay; (b) the Client becomes insolvent or arranges with creditors; or (c) a receiver, manager or liquidator is appointed.

14.Cancellation

14.1  The Supplier may cancel any contract or delivery before delivery by written notice, repaying any money paid for the Goods. The Supplier is not liable for loss arising from such cancellation.

14.2  If the Client cancels delivery, the Client is liable for all loss incurred by the Supplier as a direct result, including loss of profits.

14.3  Cancellation of orders for Goods made to the Client’s specifications or non-stocklist items will not be accepted once production has commenced or an order has been placed.

15.Privacy Act 2020 (NZ)

15.1  The Client agrees the Supplier may obtain a credit report from a credit reporting agency containing personal credit information about the Client in relation to credit provided.

15.2  The Client may request access to and correction of personal information the Supplier holds about it, and may request that the Supplier not use its information for direct marketing.

15.3  Privacy complaints may be made by email to accounts@tropac.co.nz; the Supplier will respond within 7 days and decide within 30 days. If unsatisfied, the Client may complain to the New Zealand Privacy Commissioner at www.privacy.org.nz.

16.General

16.1  The Supplier’s failure to enforce any provision is not a waiver. If any provision is invalid or unenforceable, the remaining provisions are not affected.

16.2  These terms are governed by the laws of New Zealand, and are subject to the non-exclusive jurisdiction of the New Zealand courts.

16.3  Subject to clause 11, the Supplier is not liable for any indirect or consequential loss (including loss of profit). Alternatively, the Supplier’s liability is limited to damages not exceeding the Price of the Goods.

16.4  The Client may not set off against or deduct from the Price any sums claimed to be owed by the Supplier, nor withhold payment because part of an invoice is in dispute.

16.5  The Supplier may license or sub-contract its rights and obligations without the Client’s consent.

16.6  The Supplier may amend these terms at any time. Changes take effect from notification, and continued ordering constitutes acceptance.

16.7  Neither party is liable for any default due to any act of God, war, terrorism, strike, fire, flood, storm or other event beyond reasonable control.

16.8  The Client warrants it has the power and authority to enter into this agreement, is not insolvent, and that this agreement creates binding and valid legal obligations.