This contract forms the basis on which CSP supplies goods and services to the customer. Each such supply shall be effected pursuant to the terms of this contract and this contract overrides the terms of any conflicting customer order unless in either case there is specifically agreement otherwise in writing signed by an authorised representative of CSP. Any quotation, invoice warranty or other document from CSP evidencing or describing any products subject to this agreement is incorporated into and forms part of this contract. If the customer obtains products through or on behalf of another legal entity, or organisation, the customer shall remain personally liable until CSP has received and granted a fresh formal application for credit from the new entity.
“CSP” means Connect Security Products Limited”Customer” or “the customer” means the person shown as such in the section headed “Customer Information” and its successors and assigns. “Person” includes an organisation as defined in the PPSA. “Claim” includes any claim:
(a)For any form of damages, compensation or remedy including a claim for any consequential, indirect or special loss, damage or injury of any kind suffered by any person arising directly or indirectly from:
(b) Any breach of CSP’s obligations under this contract or from any cancellation of the contract; or from any negligence, misrepresentation, act or omission by CSP or its employees, agents or contractors.
(a) The customer fails to collect ordered goods or accept them on delivery or
(b) While the customer owes CSP any money the customer fails to comply with the terms of this contract; or
“Goods ” means security equipment of all kinds supplied to the customer by CSP, including (but not by way of limitation) cameras, sensors, intrusion, fire and emergency alarms, electronic and mechanical locking systems; communications equipment, warning and notification devices both wireless and wired; remote access and egress and locking and unlocking devices; computer software and hardware for the operation of other security equipment and all other goods which, in each case, are supplied by CSP to the customer or which are attached to goods supplied by CSP or in respect of which CSP has provided services. “The price” means the price of products quoted by CSP and accepted by the customer or, if there is no accepted quotation, the price shown in CSP’s invoice for those products. “Products” means goods as defined and services including without limitation training and advice on goods supplied by CSP. Words and expressions used in this contract have any meanings (if any) given to them in the Personal Property Securities Act 1999 and to remove doubt the parties acknowledge that CSP’s retention of title to goods (although a security interest) is not a mortgage as defined in the Property Law Act 2007. In this contract, the singular includes the plural and vice versa and any gender includes other genders.
The customer must pay on receipt of CSP’s invoice for all products:
(a) Ordered by means of email, fax or telephone call from any email or fax address or landline telephone number of the customer or from the number of any cellphone used by any employee of the customer or
(b) Ordered on any document (i) containing the customer’s letterhead or (ii) usually used by the customer to order.
(c) Received by the customer which, if not ordered by the customer, are not within 5 working days of receipt returned to CSP in the same condition as that in which they were delivered and in respect of which the customer has within 2 working days of receipt advised CSP that the products were not ordered.
A quotation shall last for 30 days after its date or, if it is undated, the date of receipt by the customer.
If product is required that is not provided for in the quotation, the customer must pay for it.
A quoted price may be increased by the amount of any increase in the cost of supply of product which is beyond the control of CSP and which occurs between the date of acceptance of the quotation and provision of the product to the customer. Price alterations shall be effective from the date specified at the time of giving notice to the customer.
The price shall be increased by the amount of any GST and other applicable taxes and duties and all costs under this contract relating to transportation, storage and insurance if such are not expressly included in any quoted or agreed figure.
Acceptance of a quotation is deemed to be an order for the work and the customer is bound to pay the price from the time that CSP begins activity to supply or obtain and supply the products or formally accepts the customer’s order.
If CSP grants credit, the customer shall pay the price immediately on presentation of CSP’s invoice but provided that the customer is not otherwise in breach, CSP will not exercise any rights or remedies for late payment of any invoice if customer pays no later than the 20th of the month following the date shown on that invoice without deduction whether by way of set-off, counter-claim or any other equitable or legal claim.
CSP may terminate the grant of credit or vary the terms upon which it grants credit at will by notice to the customer. If the grant of credit is terminated, the customer shall pay any outstanding debt forthwith.
Receipt of a cheque, bill of exchange or other negotiable instrument or electronic payment shall not be deemed to be payment if the negotiable instrument or electronic payment is dishonoured, cancelled or invalidated.
Risk of any loss, damage or deterioration of or to goods passes to the customer when:
(a) CSP places the goods for collection by the customer at CSP’s premises or
(b) CSP delivers the goods to the customer or to a carrier, courier or other bailee for delivery to the customer or
(c) (if an employee of CSP is to deliver) the customer fails to accept the goods or requests delayed delivery after the goods have left CSP’s premises.
13. Unless otherwise agreed it shall be the customer’s responsibility to uplift and arrange and pay for transport of goods from CSP premises and to arrange any insurance and CSP shall not be liable for any loss or damage to the goods during such transport even although such loss or damage may be caused by CSP’ negligence or other default.
14. If CSP is to deliver the goods to the customer it intends to use all reasonable efforts to do so on any delivery date specified. However, any time stated for transport or delivery of the goods by CSP is an estimate only and CSP shall not be liable to the customer nor to any other person for any delay in transport or delivery.
15. CSP may deliver the goods by instalments and each instalment shall be treated as a separate contract. CSP may impose minimum transport requirements from time to time.
16. If the customer fails to uplift or accept goods by or on the delivery date specified or such other date as the parties agree the customer shall pay reasonable storage costs until such time as the customer uplifts or accepts the goods. On such delays, CSP may invoice the customer for payment on the terms set out in this contract or may cancel the order or both client basis. If CSP sues the customer, service of any document will be deemed to be effected on the customer if that document is left at the address shown as the customer’s business address or home address or registered address. The customer must also pay to CSP all costs and disbursements incurred by CSP in the protection or enforcement or the attempted protection or enforcement of the security interest created by this agreement or the priority or registration of that security interest. The customer must also pay CSP’s administration managerial and other internal costs in enforcing this contract. The customer agrees that the costs and disbursements payable under this clause are contractual damages.
(d) CSP may also (whether or not it has exercised any other right) appoint a person to be a receiver of all or any of the goods. In addition to and without limiting affecting any other powers and authorities conferred on a receiver (whether under the Receiverships Act 1993 or at law or otherwise), a receiver has the power to do all things in relation to the goods as if the receiver has absolute ownership of the goods.
(e) The customer, if a sole trader, irrevocably appoints the person shown as an agent for service for the purposes of section 359 of the Property Law Act 2007.
CSP retains title to all goods (including goods paid for) supplied by it to the customer until all goods not paid for are paid for in full. In addition, the customer grants to CSP a security interest in all of the customer’s present and after-acquired property except goods supplied by CSP as security for the customer’s debt and obligations and for the avoidance of doubt this sentence applies to goods supplied in future and to “future advances” as that expression is defined in the PPSA. 18. CSP may allocate or re-allocate amounts received from the customer in any manner it determines, notwithstanding any purported allocation by the customer.
If after any due date money remains owing to CSP, CSP (acting as the customer’s agent) may enter the customer’s premises or the place where the goods are and seize the goods and to dispose of them as CSP sees fit and to apply any proceeds or the value of the goods at the time of seizure towards the debt or the cost of satisfying the obligation. The customer hereby irrevocably authorises CSP or CSP’ agents to enter the premises of the customer to locate and seize the goods. 20. The customer waives the right to receive a copy of the verification statement confirming registration of a financing statement relating to any security interest under this contract and further waives its rights under sections 121, 125, 129, and 131 of the PPSA and further agrees that nothing in sections 114
(1)(a), 133 & 134 of that Act shall apply to this contract or the security under it.
This contract assumes that products are required by the customer for business purposes, and if they are so required the customer agrees that pursuant to s43(2) of Consumer Guarantees Act 1993 (“the CGA”),that the CGA does not apply. If the customer on-sells any goods, then they shall ensure that it is a term of the sale contract that the CGA does not apply if the good are being acquired for business purposes by their customer. In the event of any such on-selling, whether the CGS applies or not, CSP and the customer agree that the customer is not acting as CSP’s agent. The Customer indemnifies CSP against any liability or costs incurred by CSP, whether under the CGA or otherwise, as a result of any breach by the customer of the obligations contained in this contract
On the basis that the CGA does not apply:
If the customer defaults, CSP may suspend or terminate the contract and in any event any waiver of rights for payment by 20th of the month pursuant to paragraph 9 hereof shall cease automatically. In addition if the customer does not pay the amount of any invoice by the due date:
No claim relating to Products will be considered unless made within forty-five (45) days of delivery. Goods will only be accepted for return undamaged and in original packaging. We reserve the right to apply a 10% re-stocking fee up to the value of the goods or $60, whichever is the lower.
The customer must, and warrants that it will:
CSP may, without liability to the customer and without limitation to its rights pursuant to clause 23, immediately terminate this contract and any outstanding orders if the customer or any of its employees or representatives :
If a clause or part of a clause of this document can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this document, but the rest of this document is not affected
This agreement is governed by New Zealand law and the parties irrevocably submit to the jurisdiction of the New Zealand courts. However, this does not limit CSP’s rights to enforce this agreement against the customer or any judgment against the customer or against the customer’s real and personal property in any country where the customer or that property may be.
The customer consents to CSP sending commercial electronic messages to the customer at any fax or electronic address provided in the application or to such other fax or electronic address as the customer provides to CSP from time to time.