Terms & Conditions

Terms & Conditions

Standard Terms of Trade and Delivery for Goods and Services

1

General

1.1

These terms and conditions (Terms) shall apply to and are incorporated into any Agreed Order for the supply of Services and or Equipment entered into between Co Sell Limited (Co Sell, we, us or our) and you unless we agree otherwise in writing. In the event of conflict between these Terms and any Special Conditions, then the Special Conditions shall prevail. All orders placed by you are subject to acceptance by us in writing.

2

Definitions

2.1

In these Terms unless the context otherwise requires:

  1. Agreed Order means your order to us for the supply of specific Goods which has been agreed in writing between us and you;
  2. Goods means any goods supplied by us to you;
  3. PPSA measns the Personal Property Securities Act 1999;
  4. Price means the price payable by you for the Goods;

3

Price and Payment

3.1

The Price for the Goods to be sold or for the services to be provided hereunder shall be payable by you to us in accordance with the terms of the Agreed Order. Where no payment date is specified in the Agreed Order, the Price shall be payable by the 20th of the month following the date of invoice. The method of payment is set out in the Agreed Order.

3.2

Where a quotation is given by us for Goods, the quotation shall be valid for 30 days from the date of issue, unless explicitly agreed otherwise.

3.3

Upon your acceptance of our quotation, you must pay any required deposit as set out in the Agreed Order. If for any reason (other than our breach) the Agreed Order is terminated or cancelled the deposit shall be non-refundable.

3.4

Unless otherwise stated, the Price is exclusive of GST, levies or duties payable in respect of the supply of Goods and/or Services to you.

3.5

The Price is based on the rates of exchange and the costs of material, labour, transport, insurance and other items as at the date of our quotation. If between that date and delivery of the Goods, there are increases in the cost of production and supply of the Goods that is beyond our control or due to change orders or variations made by you, then we reserve the right to amend the Price accordingly without prior notice to you.

3.6

We reserve the right to charge interest on overdue accounts at the rate of two percent (2%) over our bank’s overdraft rate per annum from the time payment was due until the date payment is received by us without prejudice to our other rights in respect of non payment or late payment.

3.7

You will be liable to us and agree to indemnify and keep us indemnified from and against all losses, costs, and expenses incurred by us in the recovery of any overdue amount, including any solicitor’s costs or other professional fees incurred.

4

Delivery

4.1

Delivery of the Goods shall be deemed complete when we give possession of the Goods you, or possession of the Goods is given to the common carrier or other party for the purpose of transmission to.

4.2

The time agreed for delivery shall not be an essential term unless you give written notice to us making time of the essence and we accept in writing that time shall be of the essence.

4.3

If you fail or refuse to take delivery of the Goods we shall have right to cancel the Agreed Order and you shall forfeit all moneys paid to us in addition to and not in substitution for any other rights we have against you. Any storage charges or additional cost caused by delays in forwarding dispatch instructions or accepting delivery shall be for your account.

4.4

The extent of delivery in relation to the Goods is limited to that stipulated in the Agreed Order. Foundation work, excavation, masonry, carpentry, painting or other building works as well as installation of utilities including water, steam, gas, electricity, lighting and power are not included in our delivery unless expressly stated otherwise.

5

Title and Risk

5.1

From the time of delivery of Goods to you, the risk of any loss or damage to, or deterioration of the Goods from whatever cause shall be borne by you, and you shall be responsible for all insurance, even though title is held by us as stipulated in clause 5.2.

5.2

We shall retain full legal and equitable title in the Goods until payment for the Goods (including deferred payments) has been made by you in full.

5.3

You hereby grant us a security interest pursuant to the PPSA over the Goods and the proceeds of such Goods as collateral for all monies owing by you to us and any monies that become payable under these Terms (Security Interest). The Security Interest entitles us to register a charge pursuant to the PPSA and you agree that you shall, at our request, promptly execute any documents and do all such things as required so that we have a perfected first-ranking security interest in the Goods, including but not limited to the provision of relevant information required to complete a financing statement.

5.4

You waive any rights to receive a verification statement following registration of a Security Interest and acknowledge that waiver of those rights will not in any way affect the perfection of the Security Interest. You further waive your rights contained in sections 116, 120(2), 121, 125, 126, 127, 129 and 131 of the PPSA.

5.5

Until title in the goods has passed to you, you shall keep the Goods free of any other security interest and not permit the Goods to become an accession (as defined in the PPSA).

5.6

You will pay all costs, expenses and other charges incurred or expended by us in relation to the registering, maintaining or enforcing of a Security Interest created by these Terms.

5.7

Where Goods are leased by us to you:

  1. you are responsible for all loss of or damage to the Goods (fair wear and tear excepted);
  2. you shall at your expense insure and keep the Goods insured for such amounts specified by us from time to time. The insurance must be taken out in the names of Co Sell and you for each of our respective rights and interests. You must provide us with all policies of insurance and receipts for the insurance premiums on request.

6

Liability

6.1

In relation to Goods manufactured or prepared by our suppliers, you shall be entitled to the warranties and guarantees given by such suppliers to us in relation to those Goods.

6.2

In the case of Goods constructed or installed by us or designs prepared by us on your behalf, we undertake to use reasonable skill and care in their construction, installation or preparation. In relation to such Goods, we provide a twelve (12) month warranty from the date of delivery or installation of the Goods. If any part of those Goods is proved unfit for use owing to our faulty design, workmanship or materials we will, at our sole discretion, substitute or repair such Goods or remedy the defective installation, free of charge, such substitution or repair or remedial work to be carried out by us during ordinary working hours provided that any defective parts are promptly returned free of charge to us unless otherwise arranged.

6.3

The warranty provided in clause 6.2 is conditional on regular and appropriate maintenance of the Goods being carried out (such as cleaning the condenser coil) by an approved refrigeration engineer on a frequency appropriate to the site and environment, but not less than once a year.

6.4

If in the course of effecting any substitution, repair, or remedial work under the provisions set out in clause 6.2 it becomes apparent to us that the substitution, repair or remedial work is required because of the negligent or improper use of the Goods by you, your agents, contractors or invitees, or by any unsuccessful repair of or tampering with the Goods by you, your agents, contractors or invitees, then any warranty given to you by us in relation to the Goods shall be void, and the cost of the substitution, repair or remedial work shall be borne solely by you.

6.5

Our liability to you is strictly limited by the undertakings and provisions set out in clauses 6.1 to 6.4 and any condition, warranty or other implied term not expressly contained in these Terms or the Agreed Order is hereby excluded. Except to the extent of those undertakings we shall not be liable to you, whether in contract, tort (including negligence), strict liability or by virtue of the breach of any statutory duty or otherwise.

6.5

We shall not be liable under any circumstances for any loss or damage resulting from delay or failure to perform our obligations under these Terms if the cause of the delay or failure is beyond our reasonable control.

6.7

We shall not be liable to you for consequential, indirect, or any special damage or loss of any kind (including loss of profits and loss of stock) arising directly or indirectly from the provision of Goods to you.

6.8

If, notwithstanding any other provision of these Terms, we are liable to you, our total liability to you shall not the lesser of the Price of the Goods, or the value of the Goods which are subject to the claim.

6.9

We do not provide any warranty that the Goods are fit and suitable for the purpose for which they are required by you. Any measurements or gross weights given in respect of the Goods are estimates only.

6.10

No warranties are given to second-hand Goods supplied by us and such Goods are sold on an "as is" basis, unless explicitly set out otherwise in the Agreed Order.

6.11

You acknowledge and agree that:

  1. you are acquiring the Goods from us solely for business purposes and not for personal, domestic or household use or consumption and that in all the circumstances the guarantees contained in the Consumer Guarantees Act 1993 are excluded; and
  2. to the maximum extent permitted by law, any warranties or conditions imposed on us by any other statute is excluded.

7

Default and Termination

7.1

The following shall constitute default by you:

  1. non-payment of any sum by the due date;
  2. if you intimate that you will not pay any sum by the due date or in our opinion you will be unable to meet its payments as they fall due;
  3. any Goods are seized by any other creditor of you or any other creditor intimates that it intends to seize Goods;
  4. you commit an act of bankruptcy as defined in Part 2 of the Insolvency Act 2006;
  5. you become insolvent, or convene a meeting with your creditors, or propose or enter into an agreement with creditors, or make an assignment for the benefit of creditors;
  6. a receiver, manager, liquidator or similar person is appointed in respect of you or any of your assets,
  7. a court judgment is entered against you and remains unsatisfied for seven (7) days; or
  8. any adverse material change in your financial position.

7.2

Without prejudice to any other rights that we may have against you, we are entitled to cancel or suspend all or any part of any Agreed Order that remains unperformed and any other obligations under these Terms, and all amounts owing to us shall, whether or not due for payment, immediately become payable.

7.3

You give us irrevocable authority to enter any premises occupied by you at any reasonable time after default by your or before default if we believe a default is likely and to remove and repossess any Goods not paid for in full by you.

8

Credit and Security for Payment

8.1

All claims and requests for credit must be made within fourteen (14) days of the date of invoice in each case quoting the relevant invoice numbers.

8.2

If we consider that your credit is or becomes unsatisfactory at any time, we may require security for payment and suspend performance of our obligations under these Terms until such sufficient security is provided by you. All costs or expenses incurred by us as a result of such suspension and recommencement shall be payable by you upon demand.

9

Privacy

9.1

You authorise us to collect, retain and use any information about you, for the purpose of assessing your credit worthiness, enforcing our rights under these Terms, or marketing any Goods provided by us to any other party.

9.2

You authorise us to disclose any information obtained to any person for the purpose set out in clause 9.3.

9.3

Where you are a natural person the authorities under clauses 9.1 and 9.2 are authorities or consents for the purposes of the Privacy Act 2020.

9.4

You acknowledge that you understand that you have certain rights under the Privacy Act 2020, to access and correct any personal information we may hold about you.

10

Notices

10.1

Any notice required to be given to us under these Terms must be delivered personally, posted or sent by email to us at:

  1. Auckland: akld@cosell.co.nz
    210 Neilson Street, Onehunga, Auckland 1061
  2. Christchurch: chch@cosell.co.nz
    6 Kennaway Road, Woolston, Christchurch 8023

11

General Provisions

11.1

We may amend these Terms at any time and from time to time by notice in writing to you. The amended Terms will apply to any orders for Goods submitted by you to us on or after the date on which the notice of amendment was provided to you.

11.2

A waiver or repeated waiver by us of any provision or the breach of any provision shall not constitute a further waiver by us of such provision or breach.

11.3

These Terms and the Agreed Order and any other specifications expressly agreed in writing, constitute the complete and exclusive statement of the terms of the contract between us and all representations, warranties or statements by us or any of our employees that differ in any way from such terms shall have no force or effect.

11.4

Except as required by law, both parties shall keep confidential any information of a confidential nature that they acquire from the other.

11.5

The Terms and any Agreed Order shall not be assignable by you without our prior written consent.

11.6

The agreement between us shall be subject to New Zealand law and we both agree to accept the non exclusive jurisdiction of New Zealand Courts.