GENERAL TERMS AND CONDITIONS OF SALES

Terms and Conditions for Australia Transactions
  1. Interpretation and Definitions
  2. Orders
  3. Prices
  4. Payment
  5. Delivery, Title and Risk
  6. Claims
  7. Warranty
  8. Limitation of Liability
  9. Export Control/Use of Products
  10. Disclaimer Where Specifications Available
  11. Technical Assistance or Advice
  12. Governing Laws
  13. Force Majeure
  14. Non-Waiver
  15. Confidentiality
  16. Disputes
  17. Entire Agreement
Terms and Conditions for New Zealand and Export Transactions
  1. Interpretation and Definitions
  2. Orders
  3. Prices
  4. Payment
  5. Delivery, Title and Risk
  6. Claims
  7. Warranty
  8. Limitation of Liability
  9. Export Control/Use of Products
  10. Technical Assistance or Advice
  11. Governing Laws
  12. Force Majeure
  13. Non-Waiver
  14. Confidentiality
  15. Disputes
  16. Entire Agreement

Terms and Conditions for  Transactions undertaken by Glyn Pty Limited 

  1. Interpretation and Definitions
    1. These terms and conditions govern the sale of products (“Products”) and the provision of services (“Services”) by Glyn Pty Limited (“Seller”).
    2. These terms and conditions (“Conditions”) take precedence over Buyer’s terms and conditions including any supplemental or conflicting terms and conditions to which notice of objection is hereby given. Acceptance by Buyer is limited to these terms and conditions.
    3. Neither Seller’s commencement of performance nor delivery shall be deemed or constituted as acceptance of Buyer’s supplemental or conflicting terms and conditions. Buyer’s acceptance of delivery of the Products/Services from Seller shall be deemed to constitute acceptance of these Conditions.
      1. “Products” means any products supplied to the Buyer by the Seller including those in supplied on the course of providing Services.
      2. “Services” means the services to be provided by the Seller to the Buyer in accordance with these terms and conditions of trade.
      3. “Order” means a purchase order for products or services placed by a Buyer in response to a Quote and as varied in writing from time to time by the parties.
      4. “Quote” or “Quotation” means a description of the Products or Services to be provided by the Seller, whether in writing or oral, an estimate of the Seller’s charges for the supply of the Products or performance of the required Services and an estimate of the time frame for the delivery of the Products or performance of the Services.
      5. “ESG” (Environmental, Social, and Governance): ESG refers to criteria for evaluating the social and environmental impact and sustainability practices of Glyn Pty Limited.
    4. Words importing the singular include the plural and vice versa.
    5. Headings are for convenience only and do not form part of, or affect the interpretation of, these Terms.
    6. References to a party include that party’s successors, personal representatives, executors, administrators and permitted assigns.
    7. References to a statute include references to:
      1. regulations, orders, rules or notices made pursuant to that statute;
      2. all amendments to that statute and those regulations, orders, rules or notices, whether by subsequent statute or otherwise; and
      3. any statute passed in substitution of that statute.
  2. Orders
    1. All orders placed by the Buyer are subject to written acceptance by Seller. Orders may not be cancelled or rescheduled without Seller’s prior written consent. The Buyer is responsible for the accuracy of its order and any Buyers specification and for supplying any relevant information (including hardware, software and firmware iterations) within a sufficient timeframe to enable the Seller to perform the contract for delivery of Products/Services. The Seller may in its sole discretion allocate Products to its customers.
    2. The Seller may designate certain Products as “NCNR” (Non-Cancellable, Non-Returnable) or “CS” (Customer Specific) and the sale of such Products shall be subject to the special terms and conditions contained in a separate agreement between Buyer and Seller which shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere.
    3. The Seller reserves the right to make changes to the specifications of any Products/Services supplied which are required to conform with any applicable safety, or statutory requirements or where Products are supplied to a Products specification which do not materially affect the quality or performance, or resulting from any change in manufacturer’s products specification.
  3. Prices
    1. The prices of the Products are those specified in the Seller’s invoice for the relevant Products. Pricing for undelivered Products may be increased in the event of any increase in Seller’s costs, change in market conditions, change in relevant exchange rate or any other causes beyond the Seller’s reasonable control. Quotations are valid 30 days from date of issue unless otherwise specifically stated, thereafter the Seller may change any Quotation or price of a Product without notice.
    2. Unless otherwise agreed to in writing by the Seller, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including, Goods and Services Tax (GST). The Buyer agrees to pay these charges unless the Seller agrees in writing that the sale is exempted. The Buyer agrees to indemnify and hold the Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’s invoice.
  4. Payment
    1. The Seller’s standard terms of payment are thirty (30) days from the date of invoice unless otherwise specified in writing by the Seller. The Seller may invoice each order separately and each order shall be considered a separate and individual contract. The Buyer agrees to pay the Seller’s invoice in full without any deductions or set-off.
    2. Time for payment of invoices is of the essence. All late payments shall be charged interest compounded on a daily basis from the due date until paid in full. The Seller is entitled to charge interest at the rate of  2 percent (2%) per month plus reimbursement for costs of debt collection (including reasonable legal fees of the Seller) to collect full payment for Products and/or Services supplied.
    3. Transportation charges from the Seller’s facility to the Buyer’s facility shall be paid by Buyer to Seller, in addition to the purchase price of the Products, unless otherwise agreed to in writing by Seller. The Seller will select the carrier in the absence of specific instructions by the Buyer.
    4. The Seller reserves the right to establish or change credit or payment terms when, in the Seller’s sole opinion, the Buyer’s financial condition or payment record warrants it. If payment is late the Seller shall not be obliged to continue to supply any Products or Services or to carry out any further work under the contract for delivery of the Products/Services or on any other contract with the Buyer; and if any of the Buyer’s obligations to the Seller are not fulfilled or the Buyer fails to pay for Products/Services supplied, the Seller may, without prejudice to other remedies available, cancel, suspend or terminate the contract for the relevant Products/Services.
  5. Delivery, Title and Risk
    1. Delivery will be deemed complete and risk of loss or damage to the Products will pass to the Buyer upon delivery to the carrier. The Buyer acknowledges that delivery dates provided by the Seller are estimates only. The Seller shall not be liable for delays in delivery or for failure to perform due to events beyond the reasonable control of the Seller, nor shall the carrier be deemed an agent of the Seller.
    2. In the event of any happening beyond the Sellers’s reasonable control in consequence of which the Seller cannot effect delivery by the time or times quoted in specified in the Order, the Seller shall be entitled to deliver part only of an Order, suspend delivery or extend time for delivery for the period during which such cause of delay operated or may cancel the Order and in the event of such suspension, extension or cancellation the Seller shall not be liable for damages.
    3. The Seller shall retain title to the Products until it has received payment in full for them. Products belonging to the Seller which have not been paid in full shall be stored by the Buyer so that they are identifiable as such. The fact that the Seller retains title to the Products until they have been paid for shall not affect its right as an unpaid Seller or the passing of the risk of the Products to the Buyer pursuant to clause 5.1.
    4. Furthermore if payment is overdue, or the Buyer enters into bankruptcy, liquidation, administration, has a receiver or manager appointed over all or any of its assets or becomes insolvent the Seller shall be entitled without prejudice to any other remedy, cancel this agreement and retake possession of the Products belonging to it and to enter any premises of the Buyer (or the premises of any associated company or agent where the Products are located) without notice for this purpose without liability for trespass or any resulting damage. Until title to the Products passes to the Buyer, the Seller can require the Buyer to return the Products and if Buyer fails to do so, immediately on request, the Seller may enter the Buyer’s premises to repossess them. The Buyer shall indemnify the Seller against liability for damage caused in repossessing Products. The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Products which remain the Seller’s property, but if the Buyer does so, all money owing by the Buyer to the Seller shall forthwith become due and payable.
    5. The Seller commits to environmentally responsible practices in transportation, storage, and delivery where feasible. Efforts will be made to minimise the environmental impact of logistics and supply chain operations.
  6. Claims
    1. The Buyer must inspect all Products supplied upon delivery. The Seller will not be liable for shortages and other errors in delivery unless the Buyer submits a claim in writing to the Seller within seven (7) days of the date of delivery to which the claim relates.
    2. Any discrepancy in shipment quantity must be reported to the Seller within seven (7) days of receipt of the Products. In the event of an over-shipment, the Buyer shall have the option to return the Products to the Seller at the Seller’s expense or alternatively, the Buyer may elect to retain the excess Products (subject to adjustment of the invoice price to account for excess items).
    3. Products cannot in any circumstances be returned to the Seller:
      1. without the prior written consent of an authorised employee of the Seller; and
      2. unless accompanied by a delivery document showing the Seller’s Return Materials Advice number.
      3. unless agreed returns must be in the original packaging and conform with packaging requirements equal or better to the original packaging.
    4. Whilst the Seller will take all reasonable steps to ensure that all Products supplied to the Buyer comply, where possible, with RoHS, Reach, Lead-free, or Green requirements, the Seller makes no warranty or promise in this regard and will not be liable to the Buyer on any account whatsoever in the event that the Products do not so comply.
  7. Warranty
    1. All Products are supplied by the Seller to the Buyer on an “as is” basis without any warranty of any kind. However, the Seller shall assign to the Buyer in so far as it is able to do so the benefit of any condition, warranty or guarantee express or implied in the Seller’s contract with its own supplier of the affected goods.
    2. Subject to clause 7.3, clause 7.1 sets forth the full extent of the Seller’s obligation and liability to the Buyer with respect to the Goods and Services supplied and all terms, conditions warranties and representations that might otherwise be implied by statute or otherwise are hereby excluded.
    3. Certain legislation including the Competition and Consumer Act 2010 (Cth) imply warranties or conditions or impose obligations upon the Seller which cannot be excluded, restricted or modified except to a limited extent. These terms and conditions must be read and construed subject to such statutory provisions. Where such statutory provisions apply to the extent to which the Seller is entitled to limit its liability then its liability shall be limited at its option to:
    4. In the case of a supply of Goods:
      1. The replacement of the Goods or supply of equivalent Goods;
      2. The payment of the cost of replacing Goods or acquiring equivalent Goods;
      3. The payment of the cost of having the Goods repaired; or
      4. The repair of the Goods; and
    5. In the case of the supply of Services:
      1. The supply of the Services again; or
      2. The payment of the cost of having the Services supplied again.
  8. Limitation of Liability
    1. Except as expressly otherwise provided by clauses 7.2 or 7.3, the Seller shall not be liable for any loss or damage or liability any kind whatsoever (including consequential loss or lost profit or business) whether suffered or incurred by the Buyer or another person and whether in contract, or tort, or otherwise and whether such loss or damage arises directly or indirectly from Products provided by the Seller to the Buyer.
    2. To the extent that the Seller is liable for any reason for any loss suffered or liability incurred by the Buyer arising from any breach of these Terms or for any other reason, such liability is limited to the amount of the price of the Products concerned. If Products are returned by the Buyer, or if the Buyer makes a claim in writing to the Seller in relation to Products provided, the Seller may, in its discretion, repair or replace the Products, or refund the price of those Products to the Buyer, provided that:
      1. the Product must be returned or the claim must be made in writing to the Seller within 14 days of delivery; and
      2. the Buyer must supply the date and number of any invoice relating to the Products; and
      3. the Seller must be given a reasonable opportunity to inspect the Products.
  9. Export Control/Use of Products
    1. The Buyer certifies that it will be the recipient of Products to be delivered by the Seller. The Buyer agrees that the Products are subject to the export and/or import control laws and regulations of various countries (and in particular are/maybe subject to the export control regulations of Australia, New Zealand and USA) and agrees that the Products/Services will not be used for purposes associated with any chemical, biological, nuclear weapons or missiles capable of delivering such weapons, or in support of any terrorist activity or any other military use, nor will they be re-sold if it is known or suspected that they are intended to be used for such purposes.
    2. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Products/Services into the country of destination and for the payment of any duties thereon.
    3. The Buyer agrees that it will not sell, resell, re-export or ship or otherwise divert, directly or indirectly, any of the Products delivered by the Seller and further agrees to comply strictly with all Australia export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. In the ordinary course of the Seller’s business, the Seller distributes Products which it purchases from the manufacturer thereof and the Seller makes no alterations whatsoever before sale to the Buyer. In so far as it is practicable the Seller maintains the integrity of and sells the Products in the manufacturer’s packaging. The Buyer agrees that in all cases, the Buyer has knowledge of the origin of the Products and all Buyers orders are placed in that knowledge and at the specific request of the Buyer. In selecting and ordering the Products, the Buyer agrees that it is using its own skill and judgment.
    4. The Buyer agrees that Products sold by the Seller are not designed by the manufacturer for use in life support, life sustaining or nuclear applications or in devices or items intended for surgical implant into the body, or other applications or products for which a product failure may result in personal injury, death, or catastrophic property damage. If the Buyer sells or otherwise uses the Products for such applications, or breaches its obligations relating to export restrictions, use or misuse of the Products in the manner referred to in this clause, the Buyer agrees that it does so completely at its own risk and irrevocably undertakes to indemnify Seller and its suppliers/manufacturers for any damages resulting from such sale or use or misuse, including the Seller’s reasonable legal costs and expenses.
    5. The Buyer agrees that Products sold by the seller are not certified by the Food and Drug Association (FDA), and therefore, shall not be used in the essential part of life support appliances, unless otherwise provided in writing by the manufacturer on letterhead, specifically stating the part number, date, name, designation, and signature from the manufacturer, along with the condition(s) under which it can be used.
    6. The Buyer agrees that Products sold by the seller are not certified for use in essential, critical performance parts for the automotive industry and shall not be used for such purposes, unless otherwise provided in writing by the manufacturer on letterhead, specifically stating the part number, date, name, designation, and signature from the manufacturer, along with the condition(s) under which it can be used.
    7. The Buyer agrees that Products sold by the seller shall not be used in devices that may be used by any person with the intent to create a risk of loss of human life or considerable harm to body, property, or the environment unlawfully, unless otherwise provided in writing by the manufacturer on letterhead, specifically stating the part number, date, name, designation, and signature from the manufacturer, along with the condition(s) under which it can be used.
    8. The Buyer and Seller agree to adhere to ESG principles and ensure that all transactions, production, and distribution align with ethical practices, including the prohibition of forced or child labour.
  10. Disclaimer Where Specifications Available
    1. Despite any law or rule or any other provision of these terms and conditions to the contrary, if the specifications for any Goods or Services supplied by the Seller to the Buyer can be obtained from the Seller, the manufacturer or the supplier to the Seller of the Goods or Services (including where such specifications are available from the manufacturer’s or supplier’s website), then the Buyer will have no claim or action of any kind against the Seller on account of the fact that the Goods or Services are, or are alleged to be, unsuitable for the purpose for which they are intended as a consequence of the specifications for the Goods or Services being inadequate for such purpose, irrespective of whether the Seller was aware or ought to have been aware of such purpose, and the Buyer shall in all cases be taken to have satisfied itself, prior to ordering the Goods or Services, of their adequacy, suitability or fitness for such purpose.
  11. Technical Assistance or Advice
    1. Any technical assistance or advice offered by the Seller regarding use of any Products/Service or provided in connection with the Buyer’s purchases is given free of charge and as an accommodation to the Buyer. The Seller shall not be held liable for the content or the Buyer’s use of such technical assistance or advice nor shall any statement made by any of the Seller’s representatives in connection with the Products/Services constitute a representation or warranty, express or implied. The Seller’s employees or agents are not authorized to make any representations regarding any Products/Services unless confirmed by the Seller in writing and signed by an authorised officer of the Seller. The Buyer acknowledges that it does not rely on any such representations that are not so confirmed. Any typographical or other error or omission in any sales literature, pricing, invoice or quote is subject to correction without any liability on the Seller’s part.
  12. Governing Laws
    1. These Terms are governed by the laws of New South Wales Australia (subject to clause 15.1) the parties submit to the exclusive jurisdiction of the Courts of that State in respect of any dispute arising out of or in connection with these Terms.
  13. Force Majeure
    1. The Seller shall not be liable for delay or failure to perform its obligations under these Terms if the cause of delay or failure is beyond the Sellers reasonable control. The Seller may, at its option, suspend performance, cancel, terminate or vary the terms of the contract for the relevant Products/Services, without any liability or penalty, by giving notice to the Buyer.
  14. Non-Waiver
    1. No course of dealing or failure of either party to strictly enforce any Condition or term, right or condition of the parties’ contract shall be construed as a waiver of that term, right or condition nor shall the Seller’s acceptance of an Order be deemed as an acceptance of any terms and conditions therein.
  15. Confidentiality
    1. The Buyer shall at all times treat as confidential all non-public information and material received from the Seller and shall not publish, release, or disclose the same without the Sellers prior written consent.
    2. The Seller and Buyer agree to maintain confidentiality and comply with data privacy regulations, ensuring that any personal or sensitive information is securely stored, processed, and used solely for the purposes agreed in these Terms and in accordance with the Privacy Act (where applicable).
  16. Disputes
    1. Any claim or dispute arising under these Terms shall be determined by arbitration under the 2010 Commercial Arbitration Act 2010 (NSW) if the parties are unable to resolve such dispute themselves within one (1) month of the dispute arising. However, nothing in this clause prevents either party from taking immediate steps to seek any equitable relief before the New South Wales courts.
  17. Entire Agreement
    1. These Conditions and the price, quantity and Products detailed in the Seller’s invoice for the relevant Products/Services shall constitute the entire agreement between the parties with respect to the supply of such Products/Services; and may not be rescinded or terminated by the Buyer unless provided herein. The provisions of the entire agreement supersede all prior oral and written quotations, agreements, and understandings of the parties with respect to the subject matter thereof. The Seller may amend to these Conditions by giving notice in writing to the Buyer. If any provision of these Conditions is held to be invalid or unenforceable by any court, this shall be treated as severable, and it shall not affect the validity and enforceability of the remaining Conditions, which shall remain in full force and effect. The Buyer shall not assign or transfer any of Buyer’s rights or obligations under the contract between the Buyer and the Seller unless otherwise agreed by the Seller in writing. Unless otherwise expressly provided for in these Conditions, these Conditions may only be enforced by the Seller and the Buyer. The Seller reserves the right to amend these Terms to reflect regulatory or ESG policy changes, including data protection, sustainable business practices, and fair-trading standards.

 

Terms and Conditions for Glyn Limited transactions

  1. Interpretation and Definitions
    1. These terms and conditions govern the sale of products (“Products”) and the provision of services (“Services”) by Glyn Limited (“Seller”).
    2. These terms and conditions (“Conditions”) take precedence over Buyer’s terms and conditions including any supplemental or conflicting terms and conditions to which notice of objection is hereby given. Acceptance by Buyer is limited to these terms and conditions.
    3. Neither Seller’s commencement of performance nor delivery shall be deemed or constituted as acceptance of Buyer’s supplemental or conflicting terms and conditions. Buyer’s acceptance of delivery of the Products/Services from Seller shall be deemed to constitute acceptance of these Conditions.
      1. “Products” means any products supplied to the Buyer by the Seller including those in supplied on the course of providing Services.
      2. “Services” means the services to be provided by the Seller to the Buyer in accordance with these terms and conditions of trade.
      3. “Order” means a purchase order for products or services placed by a Buyer in response to a Quote and as varied in writing from time to time by the parties.
      4. “Quote” or “Quotation” means a description of the Products or Services to be provided by the Seller, whether in writing or oral, an estimate of the Seller’s charges for the supply of the Products or performance of the required Services and an estimate of the time frame for the delivery of the Products or performance of the Services.
      5. “ESG” (Environmental, Social, and Governance): ESG refers to criteria for evaluating the social and environmental impact and sustainability practices of Glyn Pty Limited.
    4. Words importing the singular include the plural and vice versa.
    5. Headings are for convenience only and do not form part of, or affect the interpretation of, these Terms.
    6. References to a party include that party’s successors, personal representatives, executors, administrators and permitted assigns.
    7. References to a statute include references to:
      1. regulations, orders, rules or notices made pursuant to that statute;
      2. all amendments to that statute and those regulations, orders, rules or notices, whether by subsequent statute or otherwise; and
      3. any statute passed in substitution of that statute.
  2. Orders
    1. All orders placed by the Buyer are subject to written acceptance by Seller. Orders may not be cancelled or rescheduled without Seller’s prior written consent. The Buyer is responsible for the accuracy of its order and any Buyers specification and for supplying any relevant information (including hardware, software and firmware iterations) within a sufficient timeframe to enable the Seller to perform the contract for delivery of Products/Services. The Seller may in its sole discretion allocate Products to its customers.
    2. The Seller may designate certain Products as “NCNR” (Non-Cancellable, Non-Returnable) or “CS” (Customer Specific) and the sale of such Products shall be subject to the special terms and conditions contained in separate agreement between Buyer and Seller which shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere.
    3. The Seller reserves the right to make changes to the specifications of any Products/Services supplied which are required to conform with any applicable safety, or statutory requirements or where Products are to be supplied to Products specification which do not materially affect the quality or performance, or resulting from any change in manufacturer’s products specification.
  3. Prices
    1. The prices of the Products are those specified in the Seller’s invoice for the relevant Products. Pricing for undelivered Products may be increased in the event of any increase in Seller’s costs, change in market conditions, change in relevant exchange rate or any other causes beyond the Seller’s reasonable control. Quotations are valid 30 days from date of issue unless otherwise specifically stated, thereafter the Seller may change any Quotation or price of a Product without notice.
    2. Unless otherwise agreed to in writing by the Seller, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including, Goods and Services Tax (GST). The Buyer agrees to pay these charges unless the Seller agrees in writing that the sale is exempted. The Buyer agrees to indemnify and hold the Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’s invoice.
  4. Payment
    1. The Seller’s standard terms of payment are thirty (30) days from the date of invoice unless otherwise specified in writing by the Seller. The Seller may invoice each order separately and each order shall be considered a separate and individual contract. The Buyer agrees to pay the Seller’s invoice in full without any deductions or set-off.
    2. Time for payment of invoices is of the essence. All late payments shall be charged interest compounded on a daily basis from the due date until paid in full. The Seller is entitled to charge interest at the rate of 2 percent (2%) per month plus reimbursement for costs of debt collection (including reasonable legal fees of the Seller) to collect full payment for Products and/or Services supplied.
    3. Transportation charges from the Seller’s facility to the Buyer’s facility shall be paid by Buyer to Seller, in addition to the purchase price of the Products, unless otherwise agreed to in writing by Seller. The Seller will select the carrier in the absence of specific instructions by the Buyer.
    4. The Seller reserves the right to establish or change credit or payment terms when, in the Seller’s sole opinion, the Buyer’s financial condition or payment record warrants it. If payment is late the Seller shall not be obliged to continue to supply any Products or Services or to carry out any further work under the contract for delivery of the Products/Services or on any other contract with the Buyer; and if any of the Buyer’s obligations to the Seller are not fulfilled or the Buyer fails to pay for Products/Services supplied, the Seller may, without prejudice to other remedies available, cancel, suspend or terminate the contract for the relevant Products/Services.
  5. Delivery, Title and Risk
    1. Delivery will be deemed complete and risk of loss or damage to the Products will pass to the Buyer upon delivery to the carrier. The Buyer acknowledges that delivery dates provided by the Seller are estimates only. The Seller shall not be liable for delays in delivery or for failure to perform due to events beyond the reasonable control of the Seller, nor shall the carrier be deemed an agent of the Seller.
    2. In the event of any happening beyond the Sellers’s reasonable control in consequence of which the Seller cannot effect delivery by the time or times quoted in specified in the Order, the Seller shall be entitled to deliver part only of an Order, suspend delivery or extend time for delivery for the period during which such cause of delay operated or may cancel the Order and in the event of such suspension, extension or cancellation the Seller shall not be liable for damages.
    3. The Seller shall retain title to the Products until it has received payment in full for them. Products belonging to the Seller which have not been paid in full shall be stored by the Buyer so that they are identifiable as such. The fact that the Seller retains title to the Products until they have been paid for shall not affect its right as an unpaid Seller or the passing of the risk of the Products to the Buyer pursuant to clause 5.1.
    4. Furthermore if payment is overdue, or the Buyer enters into bankruptcy, liquidation, administration, has a receiver or manager appointed over all or any of its assets or becomes insolvent the Seller shall be entitled without prejudice to any other remedy, cancel this agreement and retake possession of the Products belonging to it and to enter any premises of the Buyer (or the premises of any associated company or agent where the Products are located) without notice for this purpose without liability for trespass or any resulting damage. Until title to the Products passes to the Buyer, the Seller can require the Buyer to return the Products and if Buyer fails to do so, immediately on request, the Seller may enter the Buyer’s premises to repossess them. The Buyer shall indemnify the Seller against liability for damage caused in repossessing Products. The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Products which remain the Seller’s property, but if the Buyer does so, all moneys owing by the Buyer to the Seller shall forthwith become due and payable.
    5. The Seller commits to environmentally responsible practices in transportation, storage, and delivery where feasible. Efforts will be made to minimise the environmental impact of logistics and supply chain operations.
  6. Claims
    1. The Buyer must inspect all Products supplied upon delivery. The Seller will not be liable for shortages and other errors in delivery unless the Buyer submits a claim in writing to the Seller within seven (7) days of the date of delivery to which the claim relates.
    2. Any discrepancy in shipment quantity must be reported to the Seller within seven (7) days of receipt of the Products. In the event of an over-shipment, the Buyer shall have the option to return the Products to the Seller at the Seller’s expense or alternatively, the Buyer may elect to retain the excess Products (subject to adjustment of the invoice price to account for excess items).
    3. Products cannot in any circumstances be returned to the Seller:
      1. without the prior written consent of an authorised employee of the Seller; and
      2. unless accompanied by a delivery document showing the Seller’s Return Materials Advice number.
      3. unless agreed returns must be in the original packaging and conform with packaging requirements equal or better to the original packaging.
    4. Whilst the Seller will take all reasonable steps to ensure that all Products supplied to the Buyer comply, where possible, with RoHS, Reach, Lead-free or Green requirements, the Seller makes no warranty or promise in this regard and will not be liable to the Buyer on any account whatsoever in the event that the Products do not so comply.
  7. Warranty
    1. All Products are supplied by the Seller to the Buyer on an “as is” basis without any warranty of any kind. However, the Seller shall assign to the Buyer in so far as it is able to do so the benefit of any condition, warranty or guarantee express or implied in the Seller’s contract with its own supplier of the affected goods.
    2. The Consumer Guarantees Act 1993, the Fair Trading Act 1986, and other statutes may impose warranties, conditions or obligations upon the Seller which cannot by law (or which can only to a limited extent by law) be excluded. Other than as expressly provided for in these Terms, the Seller excludes all such imposed warranties, conditions or obligations to the extent permitted by law and exclude any warranty, condition or obligation imposed or implied under common law, equity or otherwise.
    3. Where the Buyer acquire goods and/or services from the Seller for the purposes of a business:
      1. the parties acknowledge and agree that:
        1. the Buyer is acquiring the goods and/or services covered by these Terms for the purposes of a business in terms of sections 2 and 43(2) of the Consumer Guarantees Act 1993;
        2. the goods and/or services are both supplied and acquired in trade for the purposes of the Fair Trading Act 1986 and the parties agree to contract out of sections 9 (Misleading and deceptive conduct generally), 12A (Unsubstantiated representations), and 13 (False or misleading representations); and
      2. the Buyer agrees that all warranties, conditions, and other terms implied by the Consumer Guarantees Act 1993 or sections 9, 12A, and 13 of the Fair Trading Act 1986 are excluded from these Terms to the fullest extent permitted by law and the parties further acknowledge and agree that it is fair and reasonable that the parties are bound by this clause.
  8. Limitation of Liability
    1. Except as expressly otherwise provided by clauses 7.2 or 7.3, the Seller shall not be liable for any loss or damage or liability any kind whatsoever (including consequential loss or lost profit or business) whether suffered or incurred by the Buyer or another person and whether in contract, or tort, or otherwise and whether such loss or damage arises directly or indirectly from Products provided by the Seller to the Buyer.
    2. To the extent that the Seller is liable for any reason for any loss suffered or liability incurred by the Buyer arising from any breach of these Terms or for any other reason, such liability is limited to the amount of the price of the Products concerned. If Products are returned by the Buyer, or if the Buyer makes a claim in writing to the Seller in relation to Products provided, the Seller may, in its discretion, repair or replace the Products, or refund the price of those Products to the Buyer, provided that:
      1. the Product must be returned or the claim must be made in writing to the Seller within 14 days of delivery; and
      2. the Buyer must supply the date and number of any invoice relating to the Products; and
      3. the Seller must be given a reasonable opportunity to inspect the Products.
  9. Export Control/Use of Products
    1. The Buyer certifies that it will be the recipient of Products to be delivered by the Seller. The Buyer agrees that the Products are subject to the export and/or import control laws and regulations of various countries (and in particular are/maybe subject to the export control regulations of Australia, New Zealand and USA) and agrees that the Products/Services will not be used for purposes associated with any chemical, biological, nuclear weapons or missiles capable of delivering such weapons, or in support of any terrorist activity or any other military use, nor will they be re-sold if it is known or suspected that they are intended to be used for such purposes.
    2. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Products/Services into the country of destination and for the payment of any duties thereon.
    3. The Buyer agrees that it will not sell, resell, re-export or ship or otherwise divert, directly or indirectly, any of the Products delivered by the Seller and further agrees to comply strictly with all New Zealand export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. In the ordinary course of the Seller’s business, the Seller distributes Products which it purchases from the manufacturer thereof and the Seller makes no alterations whatsoever before sale to the Buyer. In so far as it is practicable the Seller maintains the integrity of and sells the Products in the manufacturer’s packaging. The Buyer agrees that in all cases, the Buyer has knowledge of the origin of the Products and all Buyers orders are placed in that knowledge and at the specific request of the Buyer. In selecting and ordering the Products, the Buyer agrees that it is using its own skill and judgment.
    4. The Buyer agrees that Products sold by the Seller are not designed by the manufacturer for use in life support, life sustaining or nuclear applications or in devices or items intended for surgical implant into the body, or other applications or products for which a product failure may result in personal injury, death, or catastrophic property damage. If the Buyer sells or otherwise uses the Products for such applications, or breaches its obligations relating to export restrictions, use or misuse of the Products in the manner referred to in this clause, the Buyer agrees that it does so completely at its own risk and irrevocably undertakes to indemnify Seller and its suppliers/manufacturers for any damages resulting from such sale or use or misuse, including the Seller’s reasonable legal costs and expenses.
    5. The Buyer agrees that Products sold by the seller are not certified by the Food and Drug Association (FDA), and therefore, shall not be used in the essential part of life support appliances, unless otherwise provided in writing by the manufacturer on letterhead, specifically stating the part number, date, name, designation, and signature from the manufacturer, along with the condition(s) under which it can be used.
    6. The Buyer agrees that Products sold by the seller are not certified for use in essential, critical performance parts for the automotive industry and shall not be used for such purposes, unless otherwise provided in writing by the manufacturer on letterhead, specifically stating the part number, date, name, designation, and signature from the manufacturer, along with the condition(s) under which it can be used.
    7. The Buyer agrees that Products sold by the seller shall not be used in devices that may be used by any person with the intent to create a risk of loss of human life or considerable harm to body, property, or the environment unlawfully, unless otherwise provided in writing by the manufacturer on letterhead, specifically stating the part number, date, name, designation, and signature from the manufacturer, along with the condition(s) under which it can be used.

        The Buyer and Seller agree to adhere to ESG principles and ensure that all transactions, production, and distribution align with ethical practices, including the prohibition of forced or child labour.

    9. Technical Assistance or Advice
      1. Any technical assistance or advice offered by the Seller regarding use of any Products/Service or provided in connection with the Buyer’s purchases is given free of charge and as an accommodation to the Buyer. The Seller shall not be held liable for the content or the Buyer’s use of such technical assistance or advice nor shall any statement made by any of the Seller’s representatives in connection with the Products/Services constitute a representation or warranty, express or implied. The Seller’s employees or agents are not authorized to make any representations regarding any Products/Services unless confirmed by the Seller in writing and signed by an authorised officer of the Seller. The Buyer acknowledges that it does not rely on any such representations that are not so confirmed. Any typographical or other error or omission in any sales literature, pricing, invoice or quote is subject to correction without any liability on the Seller’s part.
    10. Governing Laws
      1. These Terms are governed by the laws of New Zealand and (subject to clause 15.1) the parties submit to the exclusive jurisdiction of the Courts of New Zealand in respect of any dispute arising out of or in connection with these Terms.
    11. Force Majeure
      1. The Seller shall not be liable for delay or failure to perform its obligations under these Terms if the cause of delay or failure is beyond the Sellers reasonable control. The Seller may, at its option, suspend performance, cancel, terminate or vary the terms of the contract for the relevant Products/Services, without any liability or penalty, by giving notice to the Buyer.
    12. Non-Waiver
      1. No course of dealing or failure of either party to strictly enforce any Condition or term, right or condition of the parties’ contract shall be construed as a waiver of that term, right or condition nor shall the Seller’s acceptance of an Order be deemed as an acceptance of any terms and conditions therein.
    13. Confidentiality
      1. The Buyer shall at all times treat as confidential all non-public information and material received from the Seller and shall not publish, release, or disclose the same without the Sellers prior written consent.
      2. The Seller and Buyer agree to maintain confidentiality and comply with data privacy regulations, ensuring that any personal or sensitive information is securely stored, processed, and used solely for the purposes agreed in these Terms and in accordance with the Privacy Act (where applicable).
    14. Disputes
      1. Any claim or dispute arising under these Terms shall be determined by arbitration under the Arbitration Act 1996 if the parties are unable to resolve such dispute themselves within one (1) month of the dispute arising. However, nothing in this clause prevents either party from taking immediate steps to seek any equitable relief before the New Zealand courts.
    15. Entire Agreement
      1. These Conditions and the price, quantity and Products detailed in the Seller’s invoice for the relevant Products/Services shall constitute the entire agreement between the parties with respect to the supply of such Products/Services; and may not be rescinded or terminated by the Buyer unless provided herein. The provisions of the entire agreement supersede all prior oral and written quotations, agreements, and understandings of the parties with respect to the subject matter thereof. The Seller may amend to these Conditions by giving notice in writing to the Buyer. If any provision of these Conditions is held to be invalid or unenforceable by any court, this shall be treated as severable, and it shall not affect the validity and enforceability of the remaining Conditions, which shall remain in full force and effect. The Buyer shall not assign or transfer any of Buyer’s rights or obligations under the contract between the Buyer and the Seller unless otherwise agreed by the Seller in writing. Unless otherwise expressly provided for in these Conditions, these Conditions may only be enforced by the Seller and the Buyer. The Seller reserves the right to amend these Terms to reflect regulatory or ESG policy changes, including data protection, sustainable business practices, and fair trading standards.

     

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