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Terms of Trade

Terms of Trade

Judea Holdings Ltd T/A Paul Industries - Terms & Condtions of Trade

  1. Definitions

1.1  “Paul Industries” means Judea Holdings Ltd T/A Paul Industries, its successors and assigns or any person acting on behalf of and with the authority of Judea Holdings Ltd T/A Paul Industries.

1.2  “Client” means any person/s buying the Goods from Paul Industries.

1.3  “Goods” means all Goods supplied by Paul Industries to the Client at the Client’s request from time to time.

1.4 “Price” means the Price payable for the Goods as contemplated by clause 5 below.

  1. Acceptance

2.1  The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Goods.

2.2  These terms and conditions may only be amended with Paul Industries’ consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and Paul Industries.

  1. Change in Control

3.1  Where the Client operates a credit account with Paul Industries, the Client shall give Paul Industries not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by Paul Industries as a result of the Client’s failure to comply with this clause.

  1. Authorised Representatives

4.1  Unless otherwise limited as per clause 4.2 the Client agrees that should the Client introduce any third party to Paul Industries as the Client’s duly authorised representative, that once introduced that person shall have the full authority of the Client to order any Goods on the Client’s behalf and/or to request any variation to the Goods on the Client’s behalf (such authority to continue until all requested Goods have been supplied or the Client otherwise notifies Paul Industries in writing that said person is no longer the Client’s duly authorised representative).

4.2  In the event that the Client’s duly authorised representative as per clause 4.1 is to have only limited authority to act on the Client’s behalf then the Client must specifically and clearly advise Paul Industries in writing of the parameters of the limited authority granted to their representative.

4.3  The Client specifically acknowledges and accepts that they will be solely liable to Paul Industries for all additional costs incurred by Paul Industries (including Paul Industries’ profit margin) in providing any Goods or variation/s requested by the Client’s duly authorised representative (subject always to the limitations imposed under clause 4.2 (if any)).

  1. Price and Payment

5.1  The Price for Goods shall be either:

a. The price specified on the Goods;

b. as indicated on any invoice provided by Paul Industries to the Client; or

c. Paul Industries’ quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.

5.2  Paul Industries reserves the right to change the Price if a variation to Paul Industries’ quotation is requested. Any variation from the plan of specifications (including, but not limited to, any variation as a result of additional works required due to unforeseen circumstances such as change of design, variations in steel prices, etc) will be charged for on the basis of Paul Industries’ quotation and will be shown as variations on the invoice.  Payment for all variations must be made in full at their time of completion.

5.3  At Paul Industries’ sole discretion a deposit may be required and in the instance of custom orders, the deposit may be non-refundable.

5.4  The Goods must be paid for by the Client:

a. on delivery of the Goods for non-account holders;

b. for approved credit account holders, twenty (20) days following the end of the month in which a statement is posted to the Client’s address or address for notices;

c. the date specified on any invoice or other form as being the date for payment; or

d. failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by Paul Industries.

5.5  Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, or by any other method as agreed to between the Client and Paul Industries.

5.6  Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay GST on the Goods at the amount specified by Paul Industries in an invoice. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition the Client must pay any delivery costs, taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

  1. Delivery of Goods

6.1  Delivery (“Delivery”) of the Goods is taken to occur at the time that:

a. the Client or the Client’s nominated carrier takes possession of the Goods at Paul Industries’ address; or

b. Paul Industries (or Paul Industries’ nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.

6.2  At Paul Industries’ sole discretion the cost of delivery is in addition to the Price.

6.3  The Client must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged then Paul Industries shall be entitled to charge a reasonable fee for redelivery and/or storage.

6.4  Paul Industries may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

6.5  Any time or date given by Paul Industries to the Client is an estimate only. The Client must still accept delivery of the Goods even if late and Paul Industries will not be liable for any loss or damage incurred by the Client as a result of the delivery being late.

  1. Risk

7.1  Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.

7.2  If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, Paul Industries is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Paul Industries is sufficient evidence of Paul Industries’ rights to receive the insurance proceeds without the need for any person dealing with Paul Industries to make further enquiries.

7.3  If the Client requests Paul Industries to leave Goods outside Paul Industries’ premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Client’s sole risk.

7.4  The Client shall be responsible for ensuring that the Goods ordered are suitable for their intended use and the Client shall not hold Paul Industries responsible for any damage or losses due to the Goods being misused or installed in the incorrect manner.

7.5  Paul Industries shall not be held responsible for any stock loss where fencing wire has been erected.

  1. Specifications

8.1  The Client acknowledges that:

a. all descriptive specifications, illustrations, drawings, data, dimensions and weights stated in Paul Industries’ fact sheets, price lists or advertising material, are approximate only and are given by way of identification only. The Client shall not be entitled to rely on such information, and any use of such does not constitute a sale by description, and does not form part of the contract, unless expressly stated as such in writing by the Contractor;

b. while the Contractor may have provided information or figures to the Client regarding the performance of the Goods, the Client acknowledges that the Contractor has given these in good faith, and are estimates based on industry accepted estimates.

  1. Title

9.1 Paul Industries and the Client agree that ownership of the Goods shall not pass until:

a. the Client has paid Paul Industries all amounts owing to Paul Industries; and

b. the Client has met all of its other obligations to Paul Industries.

9.2  Receipt by Paul Industries of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.

9.3  It is further agreed that:

  1. until ownership of the Goods passes to the Client in accordance with clause 9.1 that the Client is only a bailee of the Goods and must return the Goods to Paul Industries on request.
  2. the Client holds the benefit of the Client’s insurance of the Goods on trust for Paul Industries and must pay to Paul Industries the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed. 
  3. the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for Paul Industries and must pay or deliver the proceeds to Paul Industries on demand.
  4. the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of Paul Industries and must sell, dispose of or return the resulting product to Paul Industries as it so directs.
  5. the Client irrevocably authorises Paul Industries to enter any premises where Paul Industries believes the Goods are kept and recover possession of the Goods where the Goods have not yet been installed.
  6. Paul Industries may recover possession of any Goods in transit whether or not delivery has occurred.
  7. the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Paul Industries.
  8. Paul Industries may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
  1. Personal Property Securities Act 1999 (“PPSA”)

10.1  Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:

  1. these terms and conditions constitute a security agreement for the purposes of the PPSA; and
  2. a security interest is taken in all Goods previously supplied by Paul Industries to the Client (if any) and all Goods that will be supplied in the future by Paul Industries to the Client.

10.2  The Client undertakes to:

a. sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Paul Industries may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;

b. indemnify, and upon demand reimburse, Paul Industries for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;

c. not register a financing change statement or a change demand without the prior written consent of Paul Industries; and

d. immediately advise Paul Industries of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

10.3  Paul Industries and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.

10.4  The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.

10.5  Unless otherwise agreed to in writing by Paul Industries, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.

10.6  The Client shall unconditionally ratify any actions taken by Paul Industries under clauses 10.1 to 10.5.

  1. Security and Charge

11.1  In consideration of Paul Industries agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

11.2  The Client indemnifies Paul Industries from and against all Paul Industries’ costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Paul Industries’ rights under this clause.

11.3  The Client irrevocably appoints Paul Industries and each director of Paul Industries as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 11 including, but not limited to, signing any document on the Client’s behalf.

  1. Client’s Disclaimer

12.1  The Client hereby disclaims any right to rescind, or cancel any contract with Paul Industries or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by Paul Industries and the Client acknowledges that the Goods are bought relying solely upon the Client’s skill and judgment.

  1. Defects

13.1  The Client shall inspect the Goods on immediately on delivery for damage that may have occurred during transit, and shall (time being of the essence) notify Paul Industries of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote within 7 days of delivery.  Where the Client makes a claim of defective Goods, the Client shall afford Paul Industries an opportunity to inspect the Goods within a reasonable time following delivery. If the Client fails to comply with these provisions the Goods shall be presumed to be free from any defect or damage.

13.2  Where the Client believes it has identified a defect or damage to the Goods after the Goods have been installed, the Client must immediately notify Paul Industries and give Paul Industries the opportunity to inspect the Goods.  Paul Industries will not be liable for any defect in steel or other products used to produce the Goods and in the case of a product defect, Paul Industries will provide the Client with the relevant product manufacturers details  Paul Industries will not be labile for damage or defect with the Goods where the Goods have not been installed in accordance with the installation requirements provided by Paul Industries to the Client.

13.3  For manufacturing defects in the Goods, which Paul Industries has agreed in writing that the Client is entitled to reject, or where Paul Industries has agreed that the Goods fail to comply with the description or specifications, Paul Industries’ liability is limited to either (at Paul Industries’ discretion) replacing the Goods, repairing the Goods or refunding the price paid by Client for the Goods (excluding any delivery charges).

  1. Returns

14.1  Returns will only be accepted provided that:

  1. the Client has complied with the provisions of clause13; and
  2. Paul Industries has agreed in writing to accept the return of the Goods; and
  3. the Goods are returned at the Client’s cost within seven (7) days of the delivery date; and
  4. Paul Industries will not be liable for Goods which have not been stored or used in a proper manner; and
  5. the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.

14.2  Paul Industries may (in its discretion) accept the return of Goods for credit but this may incur a handling fee of twenty-five percent (25%) of the value of the returned Goods plus any freight.

14.3  Non-stocklist items or Goods made or ordered to the Client’s specifications are under no circumstances acceptable for credit or return.

  1. Consumer Guarantees Act 1993

15.1  If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by Paul Industries to the Client.

  1. Default and Consequences of Default

16.1  Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Paul Industries’ sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

16.2  If the Client owes Paul Industries any money the Client shall indemnify Paul Industries from and against all costs and disbursements incurred by Paul Industries in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Paul Industries’ collection agency costs, and bank dishonour fees).

16.3  Without prejudice to any other remedies Paul Industries may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Paul Industries may suspend or terminate the supply of Goods to the Client. Paul Industries will not be liable to the Client for any loss or damage the Client suffers because Paul Industries has exercised its rights under this clause.

16.4  Without prejudice to Paul Industries’ other remedies at law Paul Industries shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Paul Industries shall, whether or not due for payment, become immediately payable if:

  1. any money payable to Paul Industries becomes overdue, or in Paul Industries’ opinion the Client will be unable to make a payment when it falls due;
  2. the Client 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
  3. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
  1. Cancellation

17.1  Paul Industries may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice Paul Industries shall repay to the Client any money paid by the Client for the Goods. Paul Industries shall not be liable for any loss or damage whatsoever arising from such cancellation.

17.2  In the event that the Client cancels delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by Paul Industries as a direct result of the cancellation (including, but not limited to, any loss of profits).

17.3  Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

  1. Privacy Act 1993

18.1  The Client authorises Paul Industries or Paul Industries’ agent to:

  1. access, collect, retain and use any information about the Client;
    1. (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or
    2. for the purpose of marketing products to the Client.
  2. disclose information about the Client, whether collected by Paul Industries from the Client directly or obtained by Paul Industries from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.

18.2  Where the Client is an individual the authorities under clause 18.1 are authorities or consents for the purposes of the Privacy Act 1993.

18.3  The Client shall have the right to request Paul Industries for a copy of the information about the Client retained by Paul Industries and the right to request Paul Industries to correct any incorrect information about the Client held by Paul Industries.

  1. Construction Contracts Act 2002

19.1 The parties agree that for the purposes of the Construction Contracts Act 2002 where Paul Industries is a commercial provider this contract is not a commercial construction contract or a construction contract whether for work on a commercial or residential property and liability under this contract shall be in no way limited by any contract that the Client may have entered into with a third party in relation to the supply of Goods to that third party or the payment by the third party to the Client of any monies whether by progress payments or otherwise.

  1. General

20.1  The failure by Paul Industries to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Paul Industries’ right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

20.2  These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of Tauranga in New Zealand. 

20.3  Paul Industries shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Paul Industries of these terms and conditions (alternatively Paul Industries’ liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).

20.4  The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Paul Industries nor to withhold payment of any invoice because part of that invoice is in dispute.

20.5  Paul Industries may license or sub-contract all or any part of its rights and obligations without the Client’s consent.

20.6 The Client agrees that Paul Industries may amend these terms and conditions at any time. If Paul Industries makes a change to these terms and conditions, then that change will take effect from the date on which Paul Industries notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for Paul Industries to provide Goods to the Client.

20.7  Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

20.8  The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.