Terms & Conditions of Trade
Agreement
Specialist Restoration Supplies Limited (the Seller) agrees to sell and the customer (the Buyer) agrees to buy goods ordered through coopersstripclubshop.com
Acceptance
By placing an order through the Seller the Buyer is deemed to accept the terms and conditions of trade. Upon acceptance of these terms and conditions by the Buyer the terms and conditions are irrevocable and can only be rescinded in accordance with the terms and conditions or with the written consent of the Seller.
None of the Seller’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the Manager of the Seller in writing nor is the Seller bound by any such unauthorised statements.
Price The purchase price is for the goods supplied and does not include their application on any project, or any labour involved in doing such.
The Seller reserves the right to revise prices at any time prior to accepting the Buyer’s order.
The prices are given in New Zealand dollars unless otherwise stated.
Once the Seller accepts the Buyer’s order, The Buyer is bound to pay the Seller the price of that order.
A quotation does not give rise to a binding contract until the Buyer places an order which the Seller subsequently accepts.
Goods and Services
The Goods and/or Services are as described on the invoice, quotation, or any other order forms as provided by the Seller to the Buyer
Volume Recommendations and Expected Coverage
The expected coverage indications that the Seller may provide are suggestions only from the Seller’s own experiences. Actual coverage the Buyer may achieve can be in some cases different due to variable factors of the Buyers project such as the thickness of coatings, the expertise of the applicator doing the work with the products and methods we suggest, and other factors such as temperature causing evaporation, run off etc. In no cases shall the Seller or its suppliers be liable for any loss or damage resulting either directly or indirectly from the failure of a recommendation to complete the area specified.
Payment
At the Seller’s sole discretion the Fee shall be as indicated on invoices provided by the Seller to the Client in respect of Goods and/or Services supplied. The Fee shall be increased by the amount of any GST which may be applicable. Time for payment for the Goods and/or Services shall be of the essence and will be stated on the invoice, quotation or any other order forms. If no time is stated then payment shall be due on supply of the Goods and/or completion of the Service. At the Seller’s sole discretion, payment shall be made by progress payments in accordance with the Seller’s delivery schedule or other payment schedule as provided by the Seller.
The Buyer cannot withhold payment or make any deductions from any amount the Buyer owes the Seller without our prior written consent.
Delivery
Where the Seller agrees to transport the goods to a specified place, the Seller will deliver, or arrange delivery of, the goods to that place. Except where otherwise agreed, the Buyer will pay for all resulting transportation costs. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery
The Courier who delivers the Buyer’s order will be instructed by the Seller not to leave the Goods unattended at the delivery address unless the Buyer has requested otherwise in writing. In requesting an unattended delivery the Buyer accepts full liability of the goods from the possible theft, damage or loss of the Goods.
Where the Buyer directs the Seller to deliver the goods to a rural address that requires the goods to be transferred to the Rural Delivery Service, then the Buyer accepts full liability for the possible loss of the Goods.
The failure of the Seller to deliver shall not entitle either party to treat this contract as repudiated.
Defects and Faulty Product
The Buyer shall inspect the Goods on delivery and shall within seven (7) days of delivery notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
Return of Goods
Goods are not returnable where the Buyer changes their mind, downsizes their project or has purchased excess product.
Faulty goods will be subject to the Sellers normal return procedures for the specific brand being returned. Once returned by the Buyer to the Seller, the faulty goods will be inspected and if found to be faulty will be replaced or refunded.
All goods to be returned must have a Goods Return Authorisation issued by the Seller. The issue of a Goods Return Authorisation does not guarantee that the Seller will accept the return.
The Buyer is liable for all delivery and insurance charges incurred in respect of the returned goods.
Any goods classed as Dangerous Goods (DGs) must not be returned by the Buyer to the Seller without the additional Dangerous Goods Declaration documentation attached to the goods before transit as required by law. This will be provided by the Seller only when the Goods Return Authorisation is issued.
Consumer Guarantees Act
This agreement is subject, in all cases except where the customer is contracting within the terms of a trade/business (which cases are specifically excluded), to the provisions of the Consumer Guarantees Act 1993.
Risk
Risk of loss, damage or deterioration of or to the goods passes to the Buyer on delivery.
Ownership of the goods remains with the Seller and does not pass to the Buyer until the Buyer pays all amounts the Buyer owes to the Seller or the Buyer resells the goods in accordance with these terms.
If any of the Goods are damaged or destroyed prior to property in them passing to the Buyer, the Seller is entitled, without prejudice to any of its other rights or remedies under these Terms and Conditions of Trade (including the right to receive payment of the balance of the Contract Price for the Goods), to receive all insurance proceeds payable for the Goods. This applies whether or not the Contract Price has become payable under the Contract. The production of these terms and conditions by the Seller is sufficient evidence of the Seller’s rights to receive the insurance proceeds without the need for any person dealing with the Seller to make further enquiries.
While ownership remains with the Seller the Buyer must store them separately or clearly identify them as belonging to Specialist Restoration Supplies Limited.
Default & Consequences of Default
Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2.5% per calendar month and shall accrue at such a rate after as well as before any judgement.
If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all the Seller’s legal costs and disbursements calculated on a solicitor and own client basis and in addition all of the Seller’s nominee’s costs of collection as per the nominee’s current published scheduled rates.
Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the Contract. The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller exercised its rights under this clause.
If any account remains unpaid at the end of the second month after supply of the Goods or services the following shall apply: An immediate amount equivalent to 10% of the amount overdue shall be levied for administration fees which sum shall become immediately due and payable.
In the event that:
- any money payable to the Seller becomes overdue, or in the Seller’s opinion the Buyer will be unable to meet its payment as they fall due, or;
- the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors, or;
- a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of any Buyer, then without prejudice to the Seller’s other remedies at law;
- the Seller shall be entitled to cancel all or any part of any order with the Buyer which remains unperformed in addition to and without prejudice to any other remedies; and
- all amounts owing to the Seller shall, whether or not due for payment, immediately become due and payable; and
- the Seller shall be entitled to reclaim any Goods in the Buyer’s possession or control, which have been supplied by the Seller and to dispose of the Goods for its own benefit and shall be entitled to enter, directly or by its agents, upon any land or premises where the Seller believed the Goods which it has supplied are stored without being liable to any person.
Title
It is the intention of the seller and agreed by the Buyer that property in the Goods shall not pass until
- The Buyer has paid all amounts owing for the particular Goods, and
- The Buyer has met all other obligations due by the Buyer to the Seller in respect of all contracts between the Seller and the Buyer, and that the Goods, or proceeds of the sale of the Goods, shall be kept separate until the Seller shall have received payment and all other obligations of the Buyer are met.
It is further agreed that:
- Until such terms as ownership of the Goods shall 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. Upon such notice the rights of the Buyer to obtain ownership or any other interest in the Goods shall cease.
- If the Buyer fails to return the Goods to the Seller then the Seller or the Seller’s agent may enter upon and into buildings and premises owned, occupied or used by the Buyer, or any premises as the invitee of the Buyer, where the Goods are situated and take possession of the Goods, without being responsible for any damage thereby caused.
- The Seller may require payment of the purchase Price or the balance of the purchase Price due together with any other amounts due from the Buyer to the Seller arising out of this agreement, and the Seller may take any lawful steps to require payment of the amounts due and the purchase Price.
- The foregoing provisions shall not entitle the Buyer to return the Goods without demand from the Seller.
- The Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Buyer.
Cancellation
The Seller may cancel this contract at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.
The Seller also has the right to cancel this agreement (without prejudice to any of its rights) immediately upon any of the events:
- If the Buyer ceases or threatens to cease to carry on business; or
- If a receiver or similar officer is appointed in respect of all or any assets belonging to the Buyer, or the Buyer is unable to pay its debts when they fall due, enter into a scheme with the Buyer’s creditors or any steps are taken to place the Buyer into liquidation; or
- If the Buyer commits a breach of this agreement and the breach is not remedied within 14 days of notification of the breach by the Seller.
Upon termination the Seller will be entitled to repossess and resell any unpaid goods. Termination shall not relieve the Buyer from any liability or responsibility that has arisen before the date of termination.
Use of Information
The Buyer agrees that the Seller (or other members of our group of companies) may obtain information about the Buyer from you or any other person (including any credit or debt collection agencies) in the course of our business, and the Buyer consents to any person providing the Seller with such information.
The Buyer agrees that the Seller may give any information the Seller has about the Buyer relating to the Buyer’s credit worthiness to any other person, including any credit or debt collection agency, for payment processing, credit assessment and debt collection purposes.
The Buyer also agrees that the Seller may also give any information to the Seller’s agents or suppliers who may need this information to process, dispatch or deliver the Buyer’s order.
The Buyer must notify us of any change in circumstances that may affect the accuracy of the information the Buyer provides to the Seller or our group of companies. (If the Buyer is an individual, i.e. a natural person, then the Buyer has rights under the Privacy Act 1993 to access and request the correction of any personal information that we hold about the Buyer).
No Liability
The Seller shall not be liable for any delays or failure in complying with any obligation imposed on them under any contract or for any loss or damage (including indirect or consequential loss of profits, data or damage) as claimed by the Buyer.
Should any liability in relation to this agreement (or the goods supplied under this agreement) be imposed on Specialist Restoration Supplies Limited for any reason, the Seller’s total liability to the Buyer is limited to the price of those goods and services supplied by the Seller to which the liability relates. The Seller will not, in any case, be liable for any consequential or special damages, including loss of business profits.
If the Seller is unable to provide its obligations under the terms of this agreement by reason of strike, lock-out, riot, industrial action, fire, storm, operation of law or other cause beyond the Seller’s control, then the Seller is released from its obligations under this agreement.
The Buyer acknowledges that many of the products supplied by the Seller can easily cause damage to other property in the vicinity or under the surfaces where the Buyer or user may apply the products. It is the Buyers responsibility to ensure suitable protection is in place and sufficient test areas are tried to minimise any potential damage. As the Seller has no control on the actual use of the Goods, the Seller accepts no liability for damage to such property.
The Buyer accepts responsibility for the safe storage of the Goods and to undertake whatever measures are necessary to ensure the safety of people and property. The Buyer agrees to indemnify and hold the Seller harmless from any loss or action resulting from injury to people or damage to the Buyer’s property or any property where the Buyer uses or stores the products, or other incident in respect to the Goods.
Indemnity
The Buyer hereby indemnifies and will keep the Seller indemnified against all obligations and liabilities incurred by an act or omission by the Buyer in relation to this agreement
Other Agreements
These terms apply to all transactions where the Seller supplies goods to the Buyer.
This agreement supersedes the terms of all prior agreements, understandings, representations or warranties previously given by the Seller or any agent of Specialist Restoration Supplies Limited in respect of goods.
If there is any inconsistency between these terms and any order submitted by the Buyer or any other arrangement with the Seller, these terms prevail unless otherwise agreed by the Seller in writing.
If at any time any provision of this agreement becomes illegal, invalid or unenforceable neither the legal validity nor enforceability of the remaining provisions shall in any way be affected or impaired.
Waiver
If the Seller exercises or fails to exercise any right or remedy available to the Seller, this shall not prejudice the Seller’s rights in exercising that or any other right or remedy. Waiver of any term of the contract must be specified in writing by the Seller and signed by an authorised person.
Assignment
The Buyer may not transfer or assign all or any of the Buyer’s rights or obligations under this contract without the Seller’s prior written consent.
Governing Law
This contract and its terms are governed by, and shall be construed in accordance with, the laws of New Zealand. Both parties submit to the exclusive jurisdiction of the courts of New Zealand.
Miscellaneous
The Buyer agrees to take care of all necessary matters with their insurers regarding the use and storage of the Goods and any part of the Goods classed as dangerous Goods.
The Buyer shall not set off against the Price amounts due from the Seller whether under the applicable contract of sale or otherwise.
The provisions of the Contractual Remedies Act 1979 shall apply to this contract as if Section 15(d) of the Act which states that nothing in the Act shall affect the Sale of Goods Act 1908, were omitted from the Contractual Remedies Act 1979.
The Seller may license or sub-contract all or any part of its rights and obligations under this contract without the Buyer’s consent.