Terms of Engagement
In these Terms of Engagement:
a. “Seller” means The Company Lab Limited and its agents, successors and assigns.
b. “Buyer” means the person, firm, company or entity buying the Goods from the Seller.
c. “Goods and Services” means all goods and services the subject matter of any contract for purchase between the Seller and Buyer,
including where the context permits a resulting product into which the Goods and Services are so incorporated, manufactured or
commingled that their identity is lost in the resulting product.
d. “Guarantor” means that person (or persons) who agrees to be liable for the debts of the Buyer on a principal debtor basis.
1. Contract
All Goods and Services supplied by the Seller to the Buyer are supplied subject to the following Terms and Conditions which shall prevail
despite:
a. Any indication to the contrary by any person, agent or representative acting or purporting to act on behalf of the Seller; or
b. Anything to the contrary in the Buyer’s order notwithstanding that any such order is placed on terms that purport to override
these Terms and Conditions.
2. Supply of Goods and Services
Goods and Services will be supplied where either direct credit, or credit card payment accompanies an order or where a duly authorised
Company Purchase Order has been received (whether in writing or verbal) and is charged against an account previously opened with the
Seller.
3. Pricing
All prices listed are GST Exclusive (and exclusive of other taxes and duties that may be applicable) unless otherwise stated. Prices are subject
to change without notice.
4. Payment
a. At the Seller’s sole discretion, a non-refundable deposit may be required.
b. The Buyer agrees to pay to the Seller in full all invoices by the due date with no off-set or deduction. The due date shall be defined
as the earlier of:
I. On or before the due date for payment as listed on the invoice (which at the Seller’s discretion may be before delivery
of the Goods);
II. Immediately when the Buyer sells or disposes of the Goods or Services; or
III. At the completion of any action which involves the Buyer’s solvency at which time the Buyer shall keep the proceeds of
any sale separate from the Buyer’s funds.
c. Where the Buyer’s account is overdue the Seller may, at its discretion, refrain from suppling any further Goods and Services.
d. The Buyer agrees to pay interest on all sums and overdue amounts outstanding at 2.5% per month from the due date or date of
default until payment is made. Interest will be compounded monthly and added to the overdue amount.
e. If a solicitor or debt collector is instructed by the Seller to enforce or attempt to enforce any rights pursuant to these Terms and
Conditions then the Buyer agrees to reimburse (with all monies due) any liabilities, fees and disbursements as charged to the
Seller as a result.
f. The Seller may at its discretion apply any payments it received from the Buyer in and towards the satisfaction of any indebtedness
of the Buyer to the Seller and it shall not be bound by any conditions or qualification that the Buyer may make in relation to such
payments.
5. Personal Property Securities Act 1999 (“PPSA”)
a. The Buyer grants to the Seller a security interest in the Goods and Services and all the Buyer’s present and after acquired property
supplied by the Seller and their proceeds and accessions to secure payment of the purchase price of the Goods and Services and
all outstanding debts and obligations of the Buyer to the Seller.
b. The Buyer will provide such information, do such acts and execute such further documents as in the Seller’s opinion may be
necessary or desirable to enable the Seller to perfect under the PPSA the security interest created by these Terms and Conditions
as a first priority interest or with such other priority as the Seller may agree in writing.
c. The Buyer will supply the Seller within 7 business days of written request copies of all documents granting security interests
registered over the Buyer’s personal property. The Buyer authorises the Seller as an agent to request copies of all documents
granting security interests registered over the Buyer’s personal property. The Buyer authorises the Seller as an agent to request
any information from any secured party relating to any security interest which is held in any personal property which is or has
been in the Buyer’s possession or control.
d. The Buyer will immediately notify the Seller in writing of any change in the Buyer’s name and any other change in the Buyer’s
details (including but not limited to, changes in the Buyer’s address, number or business practice).
e. The Buyer agrees sections 114(1)(a), 116, 117(1)(c), 119, 120(2), 121, 125 to 127, 129, 131 to 134 of the PPSA shall not apply to
these Terms and Conditions or the security created by these Terms and Conditions.
f. The Buyer waives the right to receive a copy of the verification statement confirming registration of a financing statement or a
financing change statement relating to the security interest created by these Terms and Conditions.
g. The Buyer must not create, or allow or permit the creation of, a security interest (as defined in the PPSA) in any of the Goods and
Services in favour of any person other than the Seller without first obtaining the Seller’s written consent, nor may the Buyer allow
or permit the creation of a lien over any of the Goods and Services.
h. The Buyer further agrees that where practicable, the Goods shall be kept separate and identifiable until the Seller shall have
received payment for the Goods. Until such time as ownership of the Goods pass from the Seller to the Buyer, the Seller may give
notice in writing to the Buyer to return the Goods or any of them to the Seller. If the Buyer fails to return the Goods to the Seller,
then the Seller or the Seller’s agent may enter upon the Buyer’s premises and take possession of the Goods. The Seller will not
be liable for any reasonable loss or damage suffered because of any action of the Seller under this clause. The Buyer will remain
liable for any shortfall between the amount credited to the Buyer’s account and the amount owing to the Seller under these
Terms and Conditions.
6. Delivery
The Seller shall use its reasonable endeavors to arrange prompt delivery of Goods and Services ordered. Dates given by the Seller for
delivery shall be deemed to be indicative only but will not be accepted as a condition of sale. If delivery of the Goods and Services is delayed
for any reason whatsoever the Seller shall not be liable in any way for loss of revenue or profits or any consequential loss or damages for
failure to deliver on such date.
7. Freight and Handling
Goods and Services are sold ex store with any freight and handling charges for the account of the Buyer. Goods and Services returned from
evaluation or for warranty claims must be consigned by the Buyer freight pre-paid.
8. Risk
a. Risk of any loss, deterioration or damage of or to the Goods and Services shall be borne by the Buyer from the time of dispatch
from the premises of the Seller. The Buyer shall insure and keep insured the Goods and Services to the full price against all risk
until the Seller has received payment for the Goods and Services in full. The Seller will not be held liable for any damage, loss or
delay occurring to Goods and Services in transit.
b. If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Buyer, the Seller is entitled
to receive all insurance proceeds payable for the Goods. The production of these Terms and Conditions by the Seller is sufficient
evidence of the Seller’s right to receive the insurance proceeds without the need for any person dealing with the Seller to make
any further queries.
9. Limitation of Liability for Pre-Existing Condition
The Seller shall not be held responsible for any damage to buildings, property, or vehicles that may occur during the removal, modification,
or installation of goods or services where such damage is caused or contributed to by the age, wear, pre-existing deterioration, pre-existing
materials or structural condition of the existing building, property, or vehicles. The Buyer acknowledges that older or deteriorated materials
may be prone to damage despite reasonable care being taken during the installation and/or removal process.
10. Ownership of Goods and Services
All Goods and Services shall remain the property of the Seller as legal and equitable owner pending cleared payment in full of all moneys
due and owing in respect of the Goods and Services owed by the Buyer to the Seller. The Buyer acknowledges that the Buyer is in possession
of the Goods and Services as bailee for the Seller pending payment in full of all moneys due to the Seller. Unless the Seller directs otherwise,
the Buyer may dispose of any Goods and Services to third parties by way of bona fide sale at full market value in its normal course of trading.
11. Default
a. In addition to any provision of these Terms and Conditions, the Buyer shall be in default if any of the following events shall occur:
I. If the Buyer fails to pay any amount due by the due date;
II. If the Buyer fails to meet any obligation to the Seller;
III. If the Buyer becomes insolvent;
IV. If a Receiver, Liquidator or Official Manager is appointed in respect of the Buyer;
V. If a compromise arrangement with the Buyer’s creditor is made or likely to be made;
VI. If the Buyer ceases or threatens to cease carrying on business;
VII. If the ownership of effective control of the Buyer is transferred, or the nature of the Buyer’s business is materially
altered or
VIII. If the Buyer does or permits any act or thing likely to prejudice or put at risk the Goods and Services or the Seller’s rights
or interest (including is security interest) in the Goods and Services.
b. For the purposes of clause 11a, a reference to the Buyer shall include the Guarantor(s).
c. If an event of default shall occur (notwithstanding that the Seller may have waived some previous default by the Buyer) then:
I. All sums owing by the Buyer to the Seller shall become immediately due and payable; and
II. The Seller may, without prior notice, enter the premises of the Buyer or any other premises that Buyer is authorised to
enter and retake possession of the Goods and Services and sell them without being liable in any way to the Buyer.
Furthermore, the Buyer shall indemnify the Seller for all costs (including legal costs), claims by third parties or
whatsoever in retaking possession and selling the Goods and Services; and
III. The Seller may by notice in writing suspend or terminate the credit account and/or suspend or terminate the supply of
Goods to the Buyer and any if its other obligations under these Terms and Conditions. The Seller will not be liable to
the Buyer for any loss or damage the Buyer suffers because the Seller has exercised its rights under this clause.
d. Notwithstanding the foregoing, the Seller shall be entitled at any time in its sole discretion and without notice to the Buyer to
suspend or terminate any credit account with the Buyer and the Buyer shall forthwith deliver the Goods and Services to the Seller
at its place of business or at such other place as shall be agreed upon.
12. Product Warranties
a. The Buyer shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify the
Seller of any alleged defect. If the Buyer fails to comply with this clause, the Goods shall be presumed to be damage free.
b. The Seller warrants all Goods and Services to be free from defect and, unless stated otherwise. The Seller shall, at its option, repair
or replace any defective Goods and Services provided that the Goods and Services have not been subjected to improper use or
failure to follow instructions provided by the Seller and the claim is within the provisions of the manufacturer’s warranty
applicable to the respective Goods.
c. The specification of all Goods is approximate and is subject to change without notice.
13. Returns
The Seller will not accept the return of Goods and Services already invoiced unless any such return is arranged in advance. Where the Seller
accepts returned Goods and Services a 20% restocking fee may be levied. Approval for credit returns must be requested in writing within
14 days of receiving the Goods and Services. Approval for credit is at the Seller’s exclusive discretion and any Goods approved for return
must be:
I. Returned to the Seller within 7 days of receiving the written request for return;
II. Returned free into the Seller’s store with all costs including the original shipping costs to the Buyer being payable by the
Buyer;
III. In “as new” condition in the manufacturer’s original container, unsoiled and undamaged.
No credit will be issued for:
IV. Goods or Services specifically imported or manufactured for the Buyer;
V. Goods or Services received without a written request;
VI. Goods or Services returned more than 30 days from the invoice date;
VII. Goods or Services manufactured prior to cancellation or change of mind by the Buyer.
No cash refund will be given for Goods returned and accepted by the Seller, but a credit will be applied against the Buyer’s account.
14. Errors and Omissions
a. The Seller shall not be liable for any errors or omissions or for incidental or consequential damages arising from the supply
or use of any Goods and Services supplied by the Seller.
b. The Buyer is solely responsible for the accuracy and completeness of any plans, drawings, specifications, measurements, or
other information provided to the Seller for the purpose of supplying goods or services. The Seller shall not be liable for any
loss, damage, or delay arising from any errors, omissions, or inaccuracies in such information supplied by the Buyer. Any
additional work or costs resulting from such errors or omissions shall be charged to the Customer.
15. Exclusions of Liability
a. To the maximum extent permitted by law, the Seller shall not be liable for lost profits, loss of goodwill or any incidental or
consequential damages. Further the Buyer agrees that in no case shall the liability of the Seller exceed the purchase price of the
Goods giving rise to any liability.
b. The Buyer will indemnify the Seller against any claim by the Buyer’s servants, agents, customers or any other persons in respect
of any loss arising from any defect or in non-compliance of the Goods or in respect of any other matter relating to these Terms
and Conditions.
16. Cancellation
The Seller may cancel any contract to which these Terms and Conditions apply or cancel delivery of Goods at any time before the Goods
are delivered by giving notice to the Buyer. On giving such notice, the Seller will repay to the Buyer any price paid in respect of the Goods.
The Seller will not be liable to the Buyer for any loss or damage whatsoever arising from such cancellation.
17. Consumer Guarantees Act 1993 and Fair Trading Act 1986
Where the Buyer is “in trade” within the meaning of the Fair Trading Act 1986 or the Consumer Guarantees Act 1993 (as the case may be),
the Seller and the Buyer agree to contract out of the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14 of the Fair Trading Act
1986.
18. Privacy Act 2020
The Buyer and the Guarantor(s) (if separate to the Buyer) consents to the Seller making inquiries of third parties with regard to the Buyer’s
and/or Guarantor(s) credit worthiness and receiving and disclosing information in respect of the Buyer to such third parties as deemed
appropriate by the Seller.
19. Amendments
a. The company Lab reserves the right to amend this document without notice and such amendments will be caused to be in effect
at the time of posting the amended document to our website (thecompanylab.co.nz).
b. All purchases made prior to any amendment of this document will be honored under the Terms and Conditions in effect at the
time of purchase. It is however your responsibility to ensure that you read this document prior to any purchase.