Comply Guy Ltd
Terms & Conditions of Sales & Supply of Services
1. APPLICATION OF TERMS
1.1 These terms apply whenever Comply Guy Limited (“Supplier”) supplies goods or services of any kind, gives any quotation or accepts any order for goods or services.
1.2 Where a customer seeks to impose terms and conditions for a supply of goods or services by the Supplier, whether in a purchase order, specification or otherwise, such terms and conditions will not be binding on the Supplier unless the Supplier specifically agrees in writing to such terms and then only on the condition that in the event of a conflict these terms and conditions shall prevail.
1.3 These terms and conditions (and any variation or amendment to which the Supplier agrees to in writing) constitute the entire understanding of the parties and replaces all proposals, prior agreements and terms, warranties or representations, whether oral or in writing, relating to the subject matter of these terms and conditions.
2.1 Any quotation by the Supplier for the supply of goods or services constitutes an invitation to treat and not a binding offer. All quotations lapse after thirty (30) days but the Supplier reserves the right to change or withdraw any quotation without notice at any time.
3. PRICE AND PAYMENT
3.1 All prices for goods and services are net of Goods and Services Tax (as defined by the Goods and Services Tax Act 1986 or any statute in substitution for that Act) (“GST”), other applicable taxes or duties, freight and packaging charges which may be added to the price to be paid by the customer.
3.2 All sums owing to the Supplier are required to be paid by the customer within 14 days of the invoice date unless otherwise agreed in writing.
3.3 The customer waives any right of set off or counterclaim in respect of amounts owed to the Supplier.
3.4 The Supplier may charge interest on any unpaid amount at 2% per month or compounded monthly from the due date to the date of payment of such amount.
3.5 The Supplier may charge the customer the cost of recovering any outstanding amount including legal costs, disbursements and any bank charges incurred by the Supplier as a result of the customer’s late payment.
4. PERSONAL PROPERTY SECURITIES ACT 1999
4.1 Title to all goods supplied to the customer by the Supplier will be retained by the Supplier until payment in full is made for such goods. All risk of loss of, or damage to, the goods passes to the customer on delivery of the goods to the customer in accordance with these terms and conditions.
4.2 These terms and conditions constitute a Security Agreement which provides for a security interest in favour of the Supplier in all of the customer’s present and after acquired property except for any item of personal property or proceeds of any item of personal property which is not supplied by the Supplier to the customer under these Terms and Conditions.
4.3 The customer shall promptly do all things (including signing any other documents) and provide all information necessary to enable the Supplier to perfect and maintain the perfection of any security interest granted under these terms and conditions including registration of a financing statement.
4.4 The customer waives any right to receive a copy of any verification statement in respect of a financing statement registered by the Supplier and the customer agrees to indemnify the Supplier, upon demand, for all costs and expenses incurred in registering and maintaining any financing statements.
4.5 If the customer fails to make payment or is in breach of these terms and conditions then the Supplier or its agents may enter the customer’s premises whether or not anyone is present and retake possession of the goods and the customer waives, where permitted by law, any rights that may arise as a result of this removal. Any shortfall on the sale of the goods will be paid by the customer and/or the guarantor to the Supplier.
4.6 In this clause words and phrases shall have the meanings given to them in the PPSA.
5.1 Work shall be at the customer’s premises or, if different, the place specified in the customer’s order.
5.2 All work dates given by the Supplier are estimated dates. The Supplier will use it’s reasonable endeavours to meet such estimated date or any date requested by the customer but shall not be liable to the customer for any loss or damage whatsoever for any delay in delivering any goods or services nor the right to cancel the order.
5.3 If the Supplier is unable to perform any of its obligations due to any cause or circumstances beyond its reasonable control, then:
(a) If the Supplier is still able to perform its obligation within a reasonable time of the due date for performance, then the time for performance of its obligations will be deferred for a period at least equal to the time lost by reason of the intervening cause or circumstance; or
(b) If the Supplier is unable to perform its obligations under the contract within a reasonable time then the Supplier may give notice to the customer that the contract is at an end and the Supplier will return any part of the purchase price paid by the customer but otherwise neither party will have any further obligations to the other; and
(c) the Supplier reserves the right for payment of the price of any goods delivered to the customer any time prior to its inability to perform.
6.1It is the customer’s responsibility to inspect all goods and services promptly upon delivery. The Supplier will only be liable for damage or incomplete delivery of goods where the customer submits a written claim to the Supplier detailing the reasons for the claim within seven (7) days of the delivery date of the goods or services to which the claim relates.
7. CANCELLATION AND RETURNS
7.1 The Supplier may, at its entire discretion, accept from the customer a return for credit (against subsequent orders) of any goods provided the following conditions are satisfied:
(a) the Supplier’s written approval to acceptance for return has first been obtained in respect of an original invoice number and date for such goods; and
(b) The goods are returned in their original condition and remain saleable; and
(c) The goods and services are returned on or before the expiry of ten (10) days after the date of the applicable invoice.
7.2 The Supplier reserves the right to immediately cancel any order or suspend any delivery without incurring any liability to the customer if the customer is:
(a) in breach of these terms and conditions; or
(b) is overdue with any payment due to the Supplier.
7.3 In addition to any other breach of these terms and conditions, the customer will be deemed to be in breach of these terms and conditions if the customer:
a) is in bankruptcy or proceedings have been commenced for bankruptcy; or
b) is in liquidation or proceedings have been commenced for liquidation; or
c) has entered into an arrangement with its creditors; or
d) has had a receiver or manager appointed over all or any part of its assets or is otherwise insolvent or unable to pay its debts as they fall due.
8.1 The Supplier gives no warranties or representations with respect to any goods and services supplied.
8.2 Supplier will rectify any work done for a customer where such work is unsatisfactory.
9. LIMITATION OF LIABILITY
9.1 To the fullest extent permitted by law, and subject only to express exceptions contained in these terms and conditions, the Supplier excludes all liability that it or any of its employees or suppliers may have to a customer whatsoever including without limitation for any loss, damage or expense sustained or incurred by the customer or any party in consequence of or resulting directly or indirectly out of the supply, performance or use of any goods and services or for any negligence by the Supplier or its employees or suppliers whatsoever.
9.2 In the event that the Supplier cannot rely on the exclusion in Clause 9.1 or if in any other circumstances the customer is entitled to compensation from the Supplier, its employees or suppliers, the maximum combined amount of all of their liability to the customer is the price that the customer has paid for the goods and services to which such compensation relates or the statutory minimum (whichever is the lower).
10. NON AVAILABILITY OF GOODS
10.1 While every effort is made to fulfil a customer’s order for goods and services, the Supplier will not be liable for loss or damage arising out of non-availability of such goods and services.
11. CONSUMER GUARANTEES ACT 1993
11.1 Where the customer is a business customer, it agrees that is acquiring the goods and services for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply.
12. CREDIT REFERENCES
12.1 The customer warrants and represents that the all information provided to the Supplier, whether for opening any account with the Supplier, in respect of any request for credit facilities or for any other purpose, is true, correct and not misleading. The customer authorizes the Supplier to make enquiries of any referees provided to the Supplier.
13.1 These terms and conditions supersede any previous agreement or understanding and any contract to which these terms and conditions apply may not be varied without the Supplier’s prior written agreement and in any event shall incorporate these terms and conditions.
14.1 Where the customer fails to meet its responsibility to the Supplier under these terms and conditions or is otherwise in breach of these terms and conditions, the customer must pay any reasonable expenses incurred by the Supplier in collecting any money owed to it or in exercising any of its other legal rights against the customer.
15.1 The customer agrees that the Supplier and associated companies of the Supplier may collect information about the customer. The information may be obtained from the customer and others. The customer may refuse to provide any information sought by the Supplier but if the customer fails to provide the information, the Supplier may refuse to provide goods or services or any credit.
15.2 The customer may ask to see any information held by the Supplier as long as it is readily retrievable and the customer may ask for any details that are wrong to be corrected.
15.3 The Supplier and its associated companies may also hold the information, share it with associated companies, employees and contractors, with credit reference agencies and with collection agencies. This enables the Supplier and associated companies to:
(i) provide services to the customer and others;
(ii) send invoices and recover money owed to the Supplier and associated companies;
(iii) keep the customer informed of goods and services available from the Supplier and other people;
(iv) exercise any lawful right that the Supplier has (which includes registration and maintenance or financing statements under the Personal Property Securities Act 1999).
16.1 For the purposes of these terms and conditions, (unless the context otherwise requires):
(i) Where the singular is used that includes the plural and vice versa, a reference to any person includes an individual, a company and a body of persons (whether incorporated or not);
(ii) “Customer” means any customer of the Supplier and includes that person’s executors, administrators and assigns;
(iii) “Goods” means all goods supplied from time to time by the Supplier or its related companies to the customer provided that (but solely for the purpose of application of the PPSA):
(a) where goods supplied are inventory of the customer, then all references to goods shall, in respect of those goods, be references to inventory for so long as they are held as inventory;
(b) where the goods supplied are not inventory of the customer, then all references to goods shall mean the goods described in any one or more of the relevant order form, packing slip or invoice (or its equivalent, whatever called) prepared by the Supplier and relating to those goods on the basis that each such order form, packing slip or invoice (or its equivalent) is deemed to be accented to by the customer, incorporated in and form part of these terms and conditions; and
(c) (goods includes all proceeds of such goods and any product of which the goods subsequently become part; and
(iv) “PPSA” means the Personal Property Securities Act 1999.