Laminex New Zealand Terms of Sale

Download as PDF

INCORPORATION

The Customer acknowledges that these Supplier Terms of Sale are to be read in conjunction with Fletcher Building Terms of Credit, and together with the Personal Guarantee, Privacy Policy, and Acknowledgement of Transaction Documents, form the Transaction Documents.

1. GENERAL
1.1. For the purpose of these conditions of sale, the “Customer” is named in the attached document, “Goods” means all the particle board, medium density fibreboard, hardboard, softboard, melamine and other panels and laminates, solid surfaces, mouldings, doors, jambs and associated fittings, adhesives, abrasives, fittings, fastenings, hardware, machinery, plumbing, coatings, steel, lighting, timber and joinery, wood finishes, flooring, appliances, and other goods supplied by the Supplier and, in respect of each order of Goods from the Customer accepted by the Supplier, means the Goods described in the invoice issued by the Supplier in respect of the relevant order, and the “Supplier” means Fletcher Building Products Limited, trading as Laminex New Zealand.
1.2. If the Customer orders Goods, the Customer will be deemed to have accepted these Terms. Any variation to these Terms must be expressly agreed in writing.
2. ORDER CANCELLATION
2.1. Cancellation of an order for Goods manufactured by the Supplier may only be accepted by the Supplier if:
 
(a) the Supplier has received written notice of cancellation prior to the commencement of manufacture of the Goods; or
(b) the Goods form part of the Supplier’s stock in trade and are not custom made
2.2. Cancellation of an order for Goods not manufactured by the Supplier may only be accepted by the Supplier if:
 
(a) the price of the Goods has increased by more than 5% between the date of the order and the date of delivery of the Goods; and
(b) the Supplier has received written notice of cancellation before delivery of the Goods and within seven days of the increase in price.
3. Price
3.1. The price of the Goods will be the price contained in the Supplier’s price list current on the date the Goods are delivered to the Customer, unless otherwise expressly agreed in writing by the Supplier.
3.2. The price of the Goods excludes any amount payable in respect of goods and services tax (“GST”) (if any), which will be paid by the Customer in addition to the price.
4. DELIVERY
4.1. Unless otherwise agreed, the Supplier will arrange delivery of the Goods. Delivery may be by instalments.
4.2. Unless otherwise agreed by the Supplier prior to delivery, the price of the Goods excludes the costs of delivery of the Goods, which will be paid by the Customer in addition to the price.
4.3. If the price of Goods includes the costs of delivery, the following conditions apply, unless otherwise agreed by the Supplier prior to delivery:
 
(a) in respect of Goods delivered to a delivery point in New Zealand, the price of the Goods includes the costs of delivery of the Goods by the usual methods of transportation used by the Supplier, between the hours of 7.30am and 5pm Monday to Friday (excluding statutory holidays). The Supplier may, if the Customer requests, arrange Goods to be delivered by other means or at other times but will be entitled to charge the Customer for any additional costs the Supplier may incur;
(b) in respect of Goods delivered to a delivery point outside New Zealand, the price of the goods includes the costs of delivery of the usual route and methods of transportation used by the Supplier. The Supplier may, if the Customer requests, arrange Goods to be delivered by other means but will be entitled to charge the Customer for any additional costs the Supplier may incur.
4.4. The Supplier will endeavour to have Goods delivered on the agreed delivery dates but will not be held liable for late delivery. Late delivery does not entitle the Customer to cancel any order or part order.
4.5. Delivery will be deemed to have been made when Goods arrive at the delivery point agreed with the Customer or if the Customer is to arrange delivery of the Goods, when the Goods are available for collection by the Customer. The Customer or its authorised representative must sign the Supplier’s copy of the delivery docket or packing slip before the Goods are unloaded or collected.
4.6.
(a) All claims for errors in delivery where it is the Supplier’s error and is valid and notified within 14 days from invoice date. A full credit will be raised at the cost of the Supplier. If outside the time frame, charges will apply. Refer clause 5.2.
(b) All other claims for damaged and missing in transit/POD endorsements if valid must be made to the Supplier within two days of delivery in respect of goods delivered by courier and within seven days of delivery in respect of Goods delivered by any other means or Goods collected by the Customer, in accordance with the procedures advised by the Supplier from time to time. If valid, claims made within the time frames a full credit will be raised at the cost of the Supplier. If outside of the time frames, charges will apply. Refer clause 5.2.
4.7. Where the Supplier arranges delivery of the Goods, the Customer will ensure, at its own cost, that all agreed delivery points have the mechanical means and labour to unload the Goods promptly and have suitable access and area for unloading.
4.8. If the Customer fails or refuses to take delivery of any Goods at an agreed delivery time, the Supplier may (without limiting any other rights or remedies the Supplier may have) charge the Customer for any expenses or additional costs incurred by the Supplier as a result of delay.
5. RETURNS
5.1. Subject to clauses 4.6, 6.4 and 6.5, Goods may only be returned to the Supplier within 14 days of the date of invoice for those Goods if:
 
(a) the Goods form part of the Supplier’s stock in trade and are not custom made; and
(b) the condition of the Goods as not deteriorated, in the Supplier’s opinion, and subject to the following:
(c) the Customer pays for the cost of returning the Goods; and
(d) the Customer provides evidence of purchase from the Supplier to the Supplier’s satisfaction; and
(e) the Customer has sought prior approval from the Supplier for surplus to requirement Goods returns.
5.2. Where Goods are returned in accordance with clause 5.1, the Supplier will give a credit to the Customer of between 60% and 90% of the price of the Goods (at the date the Goods were delivered to the Customer).
6. WARRANTIES
6.1. The Supplier warrants that Goods manufactured by the Supplier will be free from defects in materials or workmanship and will substantially conform to the Supplier’s specifications. BUT this warranty will not apply:
 
(a) unless a written claim (other than a claim covered by clause 4.6, which will be dealt with under clause 4.6) is received by the Supplier within six months of delivery of the Goods to which the claim relates;
(b) unless the Supplier is given the opportunity to inspect the Goods immediately after the defect is discovered;
(c) if the Goods have been repaired by any person not authorised by the Supplier to do such repairs;
(d) if the Goods are used for any purpose other than the purpose for which they are intended;
(e) if the Goods have been modified or incorrectly stored, handled, installed or maintained;
(f) if the instructions as to use, installation or maintenance of the Goods as contained in current product data produced by the Supplier have not been adhered to (it being the responsibility of the Customer to obtain that information);
(g) to any Goods which have been sold by the Supplier as seconds, downgrades or otherwise outside the standard specifications for those Goods.
6.2. If the Customer is a consumer under the Consumer Guarantees Act 1993 (“CGA”) and/or the Fair Trading Act 1986 (“FTA”)
 
(a) and is acquiring or holding itself out as acquiring the Goods for a business purpose, the CGA will not apply; and
(b) Sections 9, 12A, 13 & 14 of the FTA will not apply; and
(c) the Supplier does not undertake that facilities for repair and parts for the Goods will be available.
6.3. If the Customer is acquiring the Goods for the purpose of re-supplying them (in the form in which they were delivered or otherwise) in trade and that re-supply is governed by New Zealand law, the Customer will:
 
(a) include in its conditions of sale a clause to the effect that the FTA & CGA will not apply where a customer of the Customer acquires or holds itself out as acquiring the Goods for a business purpose under the CGA & FTA;
(b) notify its customers of the effect of clause 6.3(a);
(c) take reasonable action to notify its customers at or before the time the Goods are supplied to such customers that the Supplier does not undertake that repair facilities and parts will be available for the Goods; and
(d) Indemnify the Supplier against all losses, costs, damages or liabilities which the Supplier may incur or be liable to pay arising out of the Customer’s failure to take the action required under this clause 6.3.
6.4. Subject to clause 6.5 and to any express warranties given by the Supplier to the Customer in writing:
 
(a) all warranties (other than the warranty contained in clause 6.1), descriptions, representations, terms and conditions, advice or information (other than these Supplier Terms of Sale) whether implied by law, trade, custom or otherwise are, and all other liability of the Supplier, whether in tort (including negligence), contract or otherwise is, expressly excluded to the fullest extent permitted by law;
7. CONTAINERS AND PACKAGING
7.1. When a returnable container, case or crate is used for the delivery of Goods, the Customer will pay for the cost of the container case, or crate. The cost will be noted on the relevant invoice, and will be credited when the container, case or crate is returned (at the Customer’s cost) to the Supplier (at the premises from which the Goods were despatched or collected). All containers, cases or crates used for the delivery of the Goods will remain the property of the Supplier.
7.2. When a non-returnable container, case or crate is used for the delivery of Goods, the Customer will be responsible for disposing, at its own cost, of all materials used in the packaging or delivery of Goods.
8. TRADE MARKS
8.1. The Customer will use the Supplier’s trade marks in accordance with the terms and conditions advised by the Supplier from time to time.
9. CUSTOMER ONLINE ACCOUNTS AND ONLINE ORDERING
9.1. The Customer will ensure the Supplier is notified of any change of details of authorised users and the authorised users read and acknowledge they understand the content of the conditions of use for Online Users, detailed on the Supplier’s website.
10. GOVERNING LAW
10.1. These Terms will be governed by the laws of New Zealand. The Customer irrevocably agrees to submit to the non-exclusive jurisdiction of the New Zealand Courts.
10.2. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
11. MISCELLANEOUS
11.1. If at any time the Supplier does not enforce any of these conditions or grants the Customer time or other indulgence, the Supplier will not be construed as having waived that condition or its rights to later enforce that or any other condition.
11.2. Where any provision of these conditions is rendered void, unenforceable or otherwise ineffective by operation of law that will not affect the enforceability or effectiveness of any other provision of these conditions.
Please accept the Laminex New Zealand Terms of Sale to proceed