Terms & Conditions of Trade

Precision Machine Technology
Terms and Conditions of Trade

 

1.DEFINITIONS

1.1 “applicant” “Customer” or “you” shall mean that person, trust, company, or any other entity named in any quotation, order, invoice, or any other documentation in relation to the work to be performed by PMT. For clarity if there is more than one person named, these persons are jointly and severally liable for the payment of any invoice produced by PMT.
1.2 “goods” means all goods supplied by us, as described on our quotation, invoice, or any other form issued by us.
1.3 “Intellectual Property Rights” means all industrial and intellectual property rights throughout the world, whether present or future, and whether protectable by statue, at common law or in equity, including rights in relation to copyright, trade secrets, know how, trade marks (whether registered or unregistered or whether in word or logo/device form), designs, patents and patentable inventions, including the right to apply for registration of any such rights.
1.4 “Precision Machine Technology”, “PMTech”, “PMT”, “we”, “us”, or “our” shall mean Precision Machine Technology Limited and any of its successors or assignees or any person acting on behalf of and with the authority of PMT.
1.5 “Price” shall mean the monetary value stated on any invoice, quotation, or other documentation produced by PMT and given to the customer in accordance with clause 3.
1.6 “services” means all services performed by us, as described on our quotation, invoice, or any other form issued by us.
1.7 “Terms” means these terms and conditions subject to changes from time to time.
1.8 “Works” shall mean all and any labour and all materials supplied by PMT to the Customer and included any products supplied to the Customer and described on any invoices or other form provided by PMT to the Customer and any advice or recommendations provided in furtherance of the Works.
 

2. TERMS OF CONTRACT

2.1 Any Works completed, or goods and services provided, by PMT or supplied to, the Customer shall be subject to these Terms (including supplies on a cash basis) unless PMT agrees in writing to an alteration. Unless we otherwise agree in writing, we do not accept, and will not be bound by, any terms or conditions included in, attached to, or referenced in, any other document you give to us like a purchase order, and these Terms prevail.
2.2 If the Customer changes by virtue of nomination, sale or otherwise (including any change in effective control or management of the Customer), the Customer agrees to obtain an undertaking from the new party that they will be bound to these Terms as if they were the original Customer. Not withstanding anything else in these Terms, the Customer shall be liable to PMT for the full payment of any invoice supplied or given as if they were the person or entity that the, works were finally completed for, or the goods and services were provided to.
2.3 We are not obliged to supply any goods or provide services until after a contract for supply is formed. A contract for supply is formed, after you have accepted these Terms, when:
(a) you have placed an order with us (online or in person); and
(b) (if applicable) we have received any deposit we have required from you in respect of the order before progressing it; and
either we have:
(c) accepted your Order in writing; or
(d) supplied you with any goods or performed any services following receipt of your order.
 

3. PRICE

3.1 Unless otherwise agreed in writing all freight, insurance, delivery, and travel charges will be additional to any price quoted.
3.2 We may vary our price or rates by notice to you, if:
(a) you request that the goods or services be rendered outside our usual business hours;
(b) you request different goods or services to be supplied to the contract for supply;
(c) you delay provision of the goods or services for sixty (60) days or more; or
(d) our prices or rates change materially,
3.3 Where we vary the price or rates payable for the goods or services, we will notify you of the new price/rates. Thereafter you may reject the new price/rates within seven (7) days and terminate the contract for supply without any cost or penalty to you, otherwise you agree that the price/rates will apply to the contract.
3.4 We may withdraw any quotation before it is accepted, and in any event any quotation will lapse 30 days after it is given without prior notice unless otherwise agreed in writing.
3.5 All prices are in New Zealand Dollars (NZD) and GST will be payable by you, without deduction or set off, as an additional amount on all prices and charges.
3.6 The price for goods and services will be either quoted to you in writing or, if no written quote is provided, pursuant to our standard charges applying at the time.
 

4. ONLINE ORDERING

4.1 The Customer acknowledges and agrees that:
(a) PMT does not guarantee the website’s performance.
(b) Goods displayed on the website does not guarantee the availability of any goods; therefore, all orders placed through the website shall be subject to confirmation of acceptance by PMT in accordance with clause 2.3.
(c) Online ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades.
(d) There are inherent hazards in electronic distribution, and as such PMT cannot warrant against delays or errors in transmitting data between you and PMT including orders, you agree that to the maximum extent permitted by law, PMT will not be liable for any losses you suffer because of online ordering not being available or for delays in errors or transmitting orders.
(e) When making a transaction through the website, your information will pass through a secure SSL (secure sockets layer) encryption technology, or any other similar technology as disclosed by PMT and/or displayed on the website. The encryption process ensures that your information cannot be read by or altered by outside influences; and
(f) If you are not the cardholder for any credit card being used to pay for the goods PMT shall be entitled to reasonably assume that you have received permission from the cardholder for the use of the credit card for the transaction.
4.2 PMT reserves the right to terminate your order if we learn that you have used false or misleading information, interfered with other users or the administration of PMT’s business, or violated these Terms.
4.3 The products listed for sale on our website are in New Zealand Dollars (NZD) and exclude GST. While we endeavour to ensure all information and pricing is accurate we reserve the right to refuse sale if an error has been made. All products are offered as an invitation to treat and except and omitting errors (E&OE).
 

5. PAYMENT

5.1 Unless otherwise agreed in writing, you must pay for goods/services on or before the 20th of the month following the date of invoice relating to those goods or services.
5.2 If full payment of goods or services is not made on the due date, then without prejudice to any other remedies available to PMT, PMT may:
(a) cancel or withhold supply of further goods or services;
(b) charge interest on monies overdue shall be charged daily and be calculated by adding 7.5% per annum to the overdraft rate payable by PMT to our bankers at the time of and during such default, and the interest shall continue to accrue both before and after judgment.
(c) pass on (and you agree that you will be responsible for) all expenses, disbursements and legal costs (on a solicitor to client basis) incurred by us in recovering such monies from you.
5.3 We shall have a full right of set-off with respect to amounts owed by you to us under these Terms, in relation to any monies owing by us, or any of our related companies, to you howsoever arising. Your obligation under these Terms shall be to pay the full amount owing under these Terms free of all deductions or rights of set off.
5.4 Payment may be made by electronic funds transfer. We reserve the right to change the payment methods that we accept at any time.
5.5 We may charge a payment surcharge for applicable payment transactions equal to our reasonable cost of acceptance.
5.6 You agree to pay GST on all taxable supplies upon us issuing you a tax invoice relating to the taxable supply.
 

6. OWNERSHIP

6.1 Ownership and title in the goods shall not pass upon delivery but shall remain with PMT until full payment for all monies owing by you to PMT has been made. Until all monies have been paid:
(a) You hold the goods supplied as fiduciary for PMT and will deal with them as agent for and on behalf of PMT (but will not hold yourself out as our agent to any third parties).
(b) You shall store our goods separately consistent with the goods being our property, and ensure such goods are able to be separately identified.
(c) If you resell the goods supplied the proceeds of any resale will belong to PMT, and you will pay the same into a separate account for which separate records are kept, and all claims which you hold against third parties will be handed over to PMT.
(d) You irrevocably give PMT and PMT’s agents the right to enter your premises, to remove any of the goods supplied and resell them.
(e) If any of the goods supplied are incorporated in or used as material for other goods, provided these goods retain their separate identity to the extent that they can be separated out of the other goods, they remain our property. You specifically authorise us to retake possession of the goods.
(f) You agree that:
(i) these Terms constitute a security agreement under the Personal Property Securities Act 1999
“(PPS Act)”;
(ii) our interest under this clause 6 constitutes a purchase money security interest for the purposes of the PPS Act, in all present and future goods supplied by us to you and the proceeds of those goods; and
(iii) our security interest is a continuing interest irrespective of whether there are monies or obligations owing by you at any particular time.
(g) You irrevocably appoint our company’s director(s) and secretary from time to time as your duly constituted attorney to execute in your name a real property mortgage, general or specific security agreement, bill of sale, or consent to any caveat upon written notice and demand to you.
(h) You agree to reimburse us for all expenses incurred in registering a financing statement (including renewing the statement) or a financing charge statement on the Personal Property Securities Register or any release thereof.
(i) You waive your right as a debtor under sections 114(1), 116, 120 (2), 121, 125, 126, 127, 129, 131 to 134 of the PPS Act”.
(j) Unless otherwise agreed to in writing by PMT, you waive your right to receive a verification statement in accordance with section 148 of the PPS Act.
(k) The parties agree that the provisions of Part 9 of the PPS Act, which are for the benefit of the Customer or place obligations on us, will apply only to the extent that they are mandatory, or we agree to their application.
(l) You agree that you shall unconditionally ratify any actions undertaken by PMT under this clause.
 

7. LIENS

7.1 All goods delivered to or in PMT’s possession, for repair or servicing are subject to a lien for any sums owing by you to PMT, for repairs or servicing carried out on the goods. Where PMT retains a lien over any of your goods and you are more than three months overdue with any monies owing, PMT without further notice may sell the goods in such a manner and such terms as PMT think fit and may from sale proceeds repay the amounts owing to PMT for work done, and any expenses of the sale.
 

8. RISK AND DELIVERY

8.1 Unless otherwise agreed, you shall be responsible for the cost of and arranging transportation of all goods. If PMT is delivering the goods to you, PMT will use its best endeavours to see that deliveries are made according to schedule but shall not be responsible for delivery delays due to causes beyond our control.
8.2 Risk in respect of the goods sold shall pass to you when the goods are delivered to you or your carrier, or the time you pay for the goods, whichever is the earlier. Risk in the goods in our possession for servicing, remains with you. It is your responsibility to insure the goods, even if we have arranged transportation of the goods.
8.3 We are unable to deliver to a P.O Box address, please ensure you provide a physical delivery address.
 

9. WARRANTIES

9.1 Except to the extent of any written warranties given by PMT to you, all warranties, conditions, responsibilities and terms in respect of goods sold or services supplied are excluded, including (to the extent permitted by law) those expressed or implied by law. To the extent that any warranty is provided by a third-party manufacturer or supplier of the goods, PMT will pass on to the Customer the benefit of that warranty, to the extent PMT is entitled to do so. PMT gives no assurance as to the scope, enforceability or performance of any such third-party warranty. For the avoidance of doubt, PMT’s obligations in relation to third-party warranties are limited to providing reasonable assistance to you in order to make a claim under the relevant warranty.
9.2 PMT shall not be liable:
(a) Where you have altered or modified the goods, miss-applied the goods, or have suppressed them to any unusual or non- recommended use, servicing, or handling;
(b) For loss caused by factors beyond our control. PMT will take all reasonable care for material supplied but will not be responsible for any transit damage, material defects, hidden or otherwise, or the suitability of the product for its end use. PMT will immediately inform the customer of any concerns it has over material supplied.
(c) For any second-hand goods;
(d) Where the terms of any written warranty for have not been complied with, or any manufacturers handbook provided to you have not been complied with; and
(e) For any omission, failure or refusal by a third-party manufacturer or supplier in connection with any warranty claim.
9.3 Notwithstanding any other provisions of these Terms, to the extent that our liability is not otherwise limited or excluded, and to the maximum extent permitted by law, our aggregate total liability to you under any warranty for defective or damaged goods supplied by PMT in relation to the provision of services are limited whether in tort, contract, at law (including for a misrepresentation) or otherwise for any loss damage or injury in relation to the goods and services is limited to the price actually paid by you, and in such case we may, at our option, elect to at our option to either:
(a) (in the case of a supply of Goods):
(i) repair or replace the Goods; or (
(ii) pay you the cost of having the Goods repaired or replaced.
(b) (in the case of a supply of Services):
(i) supply the Services again; or (
(ii) pay you the cost of having equivalent Services supplied.
9.4 In the event of a short delivery or errors in dispatch which would be apparent by inspection on delivery, PMT accepts no liability unless notified by you in writing within five days of delivery (subject to clause 10.1).
9.5 Where you return defective goods and we elect to repair defective goods, we will use all reasonable endeavours to repair the goods, as soon as possible, but will not be liable for any delay in completing the repairs.
9.6 Despite anything else contained in these Terms and to the maximum extent permitted by law:
(a) to the extent that you have approved any goods prior to delivery, then you will be deemed to have accepted such goods if delivered to a corresponding quality
(b) we will not be responsible or liable for any acts or omissions of any third parties;
(c) we will not accept any goods for return unless they are returned in a resaleable undamaged condition;
(d) the parties agree and acknowledge that if the goods and services supplied by us and acquired by you are supplied or acquired in trade within the meaning of the Fair Trading Act 1986, that sections 9, 12A, and 13 of the Fair Trading Act 1986 will not apply to the agreement between us, and that it is fair and reasonable to exclude their application;
(e) the parties agree and acknowledge that if they are both in trade, and that the goods and services supplied by us and acquired by you are supplied or acquired in trade, that the provisions of the Consumer Guarantees Act 1993 will not apply to the agreement between us, and that it is fair and reasonable to exclude their application;
(f) the parties agree and acknowledge that the provisions of Part 3 of the Contract and Commercial Law Act 2017 will not apply;
(g) You indemnify and release us from any damage that occurs to any goods in return transit. You should ensure that any returned goods are insured against such damage;
(h) for the purposes of this clause you acknowledge that you had a reasonable opportunity to review these Terms, discuss them with us, and receive advice from your legal advisor, if you wished to do so. To the maximum extent permitted by law, we will not be liable for any loss or damage of any kind whatsoever arising from the supply of goods and services by us to you, including direct or consequential loss and loss of profits, whether suffered or incurred by you or another person or entity and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from goods and services provided by us to you.
9.7 To the extent the limitations in this clause 9 do not apply or are not effective in accordance with their terms, in no event will our aggregate liability to you arising from any breach of these Terms, tort (including negligence) or other action or contravention of any statute or otherwise, exceed the total amounts paid by you to us over the 12 months preceding the claim.
9.8 The Customer agrees to comply with all relevant laws, statutes, regulations or bylaws applicable to the Customer’s business including in connection with goods or services supplied by us, including the Consumer Guarantees Act 1993 and the Fair Trading Act 1986, and will indemnify the Supplier against any and all demands, claims, actions and proceedings in connection with or arising out of any non-compliance by the Customer.
9.9 ALL WARRANTY WORK TO BE CARRIED OUT BY THIRD PARTIES AND SERVICE AGENTS MUST BE APPROVED BY PMT BY WAY OF A COMPANY ORDER NUMBER BEFORE THE REPAIR WORK COMMENCES.
 

10. GOODS FOR CREDIT (EXCLUDING WARRANTY)

10.1. Where goods are being returned to PMT for credit, except in accordance with clause 9.5, they must be returned within 14 days from the date of invoice in the same condition they were supplied. Goods returned after the 14-day period may result in a $10 restocking fee. Goods procured on behalf of the customer are non-returnable. Custom manufactured products are non-returnable.
 

11. GENERAL TERMS