CONTRACT
AR Distributors Ltd (the Company) supplies all goods and services to every Customer (the Customer), notwithstanding anything that may be stated to the contrary in the customer’s enquires or it’s orders, subject to the following conditions:
- PRICE
1.1 Our prices are subject to change without notice.
1.2 All pricing is exclusive of Goods & Services Tax (GST).
1.3 Unless we agree otherwise in writing, the amount you will be charged will be the price as at the date of order.
1.4 If we provide a quotation to you, it is based on information available to us at that time and we may charge you more than the amount quoted if our costs (e.g. the amount we pay for the Goods or any part of them or the cost of transport, tax, exchange rates or other costs) or the specifications change.
- PAYMENT
2.1 You must pay for the Goods on order unless we agree in writing otherwise.
2.2 We are under no obligation to supply the Goods to you on credit. If we grant you credit, you agree to pay our invoices by the due date specified on your invoice.
2.3 We may notify you at any time that we are going to stop supplying Goods to you on credit. This shall be without prejudice to your obligation to pay amounts owing.
2.4 We shall retain title to the Goods until they have been paid for in full, all other amounts owing by you to us have been paid in full, and you have performed all your other obligations under these Terms.
2.5 All payments shall be made without set-off or deduction. Receipt of a cheque, bill of exchange, or other negotiable instrument will not constitute payment and you remain liable for payment until payment is received by us. If you pay by credit card, we reserve the right to pass on any credit card fees and charges incurred by us to you.
2.6 We may apportion payments to outstanding accounts as we see fit.
- DEFAULT
3.1 You will be in Default if:
- you fail to pay an amount due under these Terms by the due date for payment; or
- you commit a breach of any of your other obligations under these Terms, any security granted or the terms of any other contract you have entered into, or enter into in the future, with us or one of our related entities; or
- you become insolvent, are wound up, have a receiver appointed, enter into any composition or arrangement with your creditors, do any act which would render you liable to be placed in liquidation or have a receiver appointed over your property, commit an act of bankruptcy, cease to be of full legal capacity.
3.2 If you are in Default then we may, at our option, do any one or more of the following:
- charge you default interest at 2.5% per month on any late payments calculated on a daily basis from the due date until the date payment is received;
- charge any other costs incurred by us;
- require you to remedy the Default in the manner and within a period that we tell you;
- require you to pay to us all amounts you owe us immediately;
- suspend or terminate your account with us;
- enforce any security interests created by these Terms or otherwise granted by you to us;
- exercise any rights that we have under these Terms or that are available to us at law;
- enter any place where the Goods are kept or believed to be kept and retake possession of the Goods.
3.3 If your account is terminated for any reason whatsoever, then all monies payable under these Terms, if they are not already due for payment, shall become due for payment at the time of termination. Termination will not affect any of our rights that have arisen before termination.
3.4 Nothing in this clause will release you from any past, present or future liability under these Terms.
3.5 Nothing in this clause affects any other rights we may have at law or in equity against you.
- JOINT ACCOUNTS
4.1 Where there is more than one person named as the Customer (“joint account”), the liability of those persons is joint and several.
4.2 AR Distributors Limited will accept instructions relating to a joint account from any of the named persons. To cancel a joint account, the consent or request of only one named person is necessary. Cancellation does not affect the Customer’s liability until all obligations have been met.
- ACCOUNT USE
5.1 Only appropriately qualified individuals have access to our services, we do not supply to the general public.
5.2 Dependant on qualification, individuals may not have access to selected items (eg. That may cause damage if the individual is not adequately trained).
5.3 Account owners may not allow other individuals (eg. Relatives, clients or associates) to use account unless specified as per 4.1.
- DELIVERY
6.1 Unless we agree otherwise, we will deliver the Goods to the address stated on our confirmation of Order at your cost.
6.2 We shall not be responsible to you for any part delivery or delay in delivery of the Goods.
6.3 You agree to inform us within 30 days of the date of invoice if proof of delivery of the Goods is required. After this period, we shall have no obligation or liability to provide you with proof of delivery.
- LIABILITY
7.1 To the extent permitted by law, AR Distributors Limited, its directors, employees, contractors or agents will not be liable to the Customer for loss, either direct, indirect or consequential, damage or liability of any kind whatsoever, or for any delays, accidents or damages of any kind whether direct or indirect which arise through defect or breakdowns of the Goods, or any other way whether suffered or incurred by the Customer or another person and whether in contract, tort (including negligence), or otherwise and whether such loss or damage arises directly or indirectly from the Goods provided by AR Distributors Limited or otherwise.
7.2 If a court finds, despite clause 9.1 that AR Distributors Limited is liable then, to the maximum extent permitted by law, its liability is limited to the value of the Goods supplied.
7.3 Without limiting this clause 9, and to the extent permitted by law, the Company will not accept responsibility for any defective Goods unless the Customer:
- notifies AR Distributors Limited of the defect within seven days of the delivery of the Goods to the Customer and allows
AR Distributors Limited to investigate the Customer’s claim;
and
- the Goods are returned unused, re-saleable and/or in the condition the Customer received them in within fourteen days.
- WARRANTIES
8.1 To the extent permitted by law, we exclude all warranties, conditions or obligations imposed by the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 or under any other statutory provision, under common law, equity or otherwise.
8.2 Without limiting clause 8.1:
- Where the Customer is in trade, the parties contract out of sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986; and
- Where the Goods are sold for business purposes, the parties agree that the Consumer Guarantees Act 1993 shall not apply to those Goods.
8.3 No sales person, representative or agent is authorised by us to give any guarantee, warranty or representation in addition to, or contrary to these Terms.
8.4 Where you supply the Goods to any person, and the Consumer Guarantees Act applies, you must not give or make any undertaking assertion or representation in relation to the Goods without our prior approval in writing, and you must give the person buying the Goods such product information relating to the Goods as we require. You agree to indemnify us against any liability or cost incurred by us under the Consumer Guarantees Act 1993 as a result of a breach by you of these obligations.
- TITLE
9.1 Title in any goods supplied by the Company shall remain with the Company until the Company has received full payment for the goods supplied. Until full payment is made the goods supplied shall be held by the Customer in a fiduciary capacity as the bailee for the Company and the Customer shall store them so that they are readily identifiable and shall maintain them in good condition.
9.2 If full payment for the goods is not made in accordance with this agreement, the Company may at any time thereafter require redelivery of the goods to the Company or to its order for which purpose the Company or its appointed agents may, without prior notice to the Customer and with force if necessary, enter into or upon any land, buildings or vehicle of the Customer to uplift the goods. Credit shall be given to the Customer for any monies previously paid by it to the Company provided that the Company may deduct from such monies any costs incurred in uplifting the goods.
- CONFIDENTIALITY
10.1 You shall at all times treat as confidential all non-public information and material received from us and shall not publish, release, or disclose the same without our prior written consent. For clarity, confidential information includes any Intellectual Property and prices.
- PRIVACY OF INFORMATION
11.1 The Customer and the Guarantor (as the case may be) authorise us:
- to collect, retain and use information about them from any person for the purpose of assessing their creditworthiness and marketing goods and services provided by us including without limitation sending promotional material from time to time
(including by electronic messages);
- make any inquires to any person or company concerning the Customer’s or the Guarantors’ credit record, residence, employment, financial status, or any information provided by the Customer or the Guarantor in its application to AR Distributors Limited and the Customer and the Guarantor authorise any person or company so approached to provide such information to AR Distributors Limited.
- to disclose information about them:
- to any person who guarantees, or who provides insurance, or who provides any other credit support, in relation to the Customer’s and the Guarantors’ obligations to us;
- to such persons as may be necessary or desirable to enable us to exercise any power or enforce or attempt to enforce any of our rights, remedies and powers under these Terms.
11.2 We may charge the Customer and the Guarantor reasonable costs for providing access to the information.
- CREDIT INFORMATION
12.1 You consent to us, or any financier or credit-rating agency, making enquiries of and obtaining any information about your financial standing and credit worthiness.
- FORCE MAJEURE
13.1 We shall not be liable for delay or failure to perform our obligations under these Terms if the cause of delay or failure is beyond our reasonable control.
- GENERAL
14.1 Entire agreement: These Terms replace any earlier representations, warranties, understandings, and agreements (whether oral or written), and together with your Application Form constitute the entire agreement between us and you relating to their subject matter.
14.2 Assignment:
- You shall not transfer or assign your rights, powers or obligations under these Terms without our prior written consent.
A change in the effective management or control of the Customer will be deemed an assignment for the purposes of this clause.
- AR Distributors Limited and its successors or assigns may in its absolute discretion without the consent of or notice to the Customer, transfer, assign or otherwise deal with its rights, powers or obligations under these terms to any other entity or person.
14.3 Waiver: No failure or delay by us in insisting upon the strict performance of these Terms or exercising any right under these Terms will operate as a waiver of those matters.
14.4 Severance: If any provision of these Terms is found to be illegal, invalid or unenforceable, that provision shall be read down to the extent necessary and reasonable in all circumstances to give it a valid operation or partial character, If any provisions cannot be so read down, that provisions will be void and severable and the remaining provisions will not in any way be affected or impaired.
14.5 Variation: We may change these Terms at any time. Any change applies from when we notify you of that change, either by publication on our website or any other means we determine.
14.6 Other rights: Nothing in this clause affects any other rights AR Distributors Limited may have at law or in equity as against the Customer. Rights and remedies specified in these Terms are without prejudice to any other rights or remedies available to AR Distributors Limited.