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1.
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What is the purpose of this contract?
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1.1
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This contract sets out the terms and conditions that apply when you ("you" and 'your") decide to purchase products and services from Vaaho Holdings Limited trading as Honar Refrigeration ("we", 'us" and ·our").
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2.
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What Information about you can we collect?
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2.1
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You agree that we may obtain information about you to assess your credit worthiness, enforce any rights under this contract and market any of our products and services to any other entity.
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2.2
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You agree that we may give that information to any person for the above purposes, but you may withdraw your consent at any time. You may access any information that we hold about you and ask us to correct any mistakes in it.
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3.
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What are our products and services?
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3.1
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In these terms and conditions "products and services" means and includes, without limitation, the following:
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· the supply and installation of a range of quality refrigeration equipment and associated products and services;
· the maintenance and servicing of refrigeration equipment; and
· all inventory provided to you and all products and services identified in any sales order, supply request, email, quotation, invoice or "payment claim" issued by us to you, such documents being deemed to be incorporated into and forming part of our contract with you.
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4.
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What is the price?
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4.1
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The price of the products and services is as agreed between you and us.
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4.2
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If no price is stated in writing the products and services will be treated as supplied at the current amount that we supply those products and services at the time of our contract with you.
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5.
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What and when must you pay us?
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5.1
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You agree to pay us as follows:
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· unless otherwise required, on or before the 7" day following the date of our invoice ("the due date");
· on or before the 20th, day of the month following the date of our invoice ('the due date'); and
· a deposit may be required;
· we may invoice you by way of "payment claims" made pursuant to the Construction Contracts Act 2002 ("the Act");
· any payments made by credit card will incur an extra charge of 3% of the invoice value; and
· with respect to invoices or "payment claims" not paid by their due date, we may charge interest on any amount you owe us after the due date at the rate of 2.5% per month or part month; and
· you agree to pay any costs, including debt collection and legal costs, that we may incur as a consequence of having to enforce any of our rights contained in our contract with you; and
· you further agree that invoices and 'payment claims" may be served on you by email.
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6.
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What happens when we give you a quotation?
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6.1
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When we give a quotation for products and services:
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· unless otherwise agreed the quotation shall be valid for fourteen (14) days from the date of issue; and
· when products and services are required in addition to the quotation, you agree to pay for the additional cost of such products and services.
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7.
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When are you responsible for the products and services?
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7.1
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We are responsible for products ordered by you until they are picked up by you or are given to you by us or our carrier agent. Thereafter you are responsible for insuring the products we supplied or delivered, including whilst on your site.
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7.2
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The time stated for delivery is an estimate only and we are not responsible for any delay.
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8.
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What security rights do we have?
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8.1
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Until you have paid us in full for all products and services supplied, we retain ownership of the products we have supplied.
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8.2
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Until you have paid us in full for all products and services supplied, it is agreed that pursuant to the Personal Property Securities Act 1999 ("the Act"), we have a security interest in all products we supplied to you and in all property that we have performed services on.
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8.3
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If you default (as defined in the Act) or if we consider a default is likely to occur or the products are 'at risk" (as defined in the Act), you give us an irrevocable authority and licence as your agent, to enter at any reasonable time premises containing the products or property in which we have a security interest, for the purpose of removing those products and the property ("the repossession").
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8.4
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We are not liable for any costs, damages, expenses or losses incurred by you or any third party nor liable in contract or in tort as a result of the repossession and you agree to indemnify us for any costs, damages, expenses or losses incurred as a consequence of the repossession.
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8.5
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It is also agreed that we are not obliged to comply with our obligations under sections 107 (2) (a) to (e) and 107 (g) to (i) of the Act and that you will not register a financing change statement without our prior written consent.
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8.6
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Further you agree to waive your entitlement to receive the notice of sale referred to in section 114 (1) (a) of the Act and that nothing in sections 133 and 134 shall apply.
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8.7
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Following the repossession, we are entitled to sell the repossessed products or retain the repossessed products and give credit for such reasonable amount as we shall determine.
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9.
9.1
10.
10.1
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Does a warranty apply?
Any written warranty that we provide will also form part of this contract.
What is the limitation on our liability?
The Consumer Guarantees Act 1993, the Fair Trading Act 1986, the Sales of Goods Act 1908 and other statutes may imply guarantees, warranties or conditions or impose obligations upon us that cannot by law be excluded ("the statutory requirements').
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10.2
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Subject to the statutory requirements and where it is allowed, it is agreed by
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you that we will not be liable for any loss or damage of any kind whatsoever, arising from the supply of products and services by us to you, including consequential loss, whether suffered or incurred by you or another person or entity and whether in contract or tort (including our negligence) or otherwise.
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11.
11.1
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Does a personal guarantee apply?
If you are a company or a trust:
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· the director or trustee signing this contract, in consideration for us agreeing to supply products and services and grant credit to the company or the trust, also sign this contract in their personal capacity, and jointly and severally personally undertake as principal debtors, to pay everything that the company or trust owes us, and to indemnify us against non-payment;
· any personal liability of a company director or trustee will not exclude the company or trust from the liabilities and obligations contained in this contract.
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12.
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What also are you agreeing to?
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12.1
12.2
12.3
12.4
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We are not liable for delay or failure to perform our obligations if the cause of the delay or failure is beyond our control.
Any conditions contained on any 'Sales Order' will also form part of these terms and conditions of trade.
If any of these terms and conditions shall be invalid, void or illegal or
unenforceable, the validity existence, legality and enforceability of the remaining terms and conditions shall not be affected, prejudiced or impaired.
If you fail to pay us for products and services, then you agree that such failure gives rise to a legal or equitable estate or interest ("the interest") in your land on which the products and services were affixed or performed and that the interest entitles us to enter a caveat against your land pursuant to the Land Transfer Act 1952 and its amendments or any legislation in substitution thereof. A caveat is a notice that is registered against the title of your land, which informs anyone who searches that title that we have a right or interest in that land.
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