TERMS AND CONDITIONS OF SUPPLY FOR STIM CRAFTMANSHIP LIMITED

 1.               Definitions:  In these Terms, unless the context requires otherwise:

"Agreement" has the meaning given to that term in clause 2.1;

"Customer" means the person seeking to acquire Products from the Supplier. Where the Customer is more than one person, these Terms will bind those persons jointly and severally;  

"Products" means products supplied by the Supplier to the Customer from time to time , and includes any incidental services provided in relation to those products;

"Supplier" means Stim Craftmanship Limited; and

"Terms" means these terms and conditions of supply.   

2.               Terms of supply

2.1             These Terms shall apply to the supply of all Products by the Supplier to the Customer and shall prevail over any other terms and conditions asserted by or on behalf of the Customer or any other person in respect of such supply.  By submitting an order for Products to the Supplier, the Customer accepts these Terms, and each order accepted by the Supplier shall constitute a separate agreement ("Agreement"). 

3.               Risk and title

3.1             Risk in the Products shall pass on delivery (as defined in clause 4.4 below).  The Supplier will have adequate insurance cover in place on and from delivery in respect of the Customer's interest as bailee of the Products and the Supplier's interest as owner of the Products.

3.2             Title to the Products shall not pass until the Supplier has received full payment for those Products.  Where the Products are paid for in full before delivery, title shall pass on delivery. 

4.               Quotes

4.1             A quote provided by the Supplier to the Customer (whether written or oral) is not an offer but is an invitation only for the Customer to place an order based on that quote.  Any quote is valid for 30 days (unless otherwise stated in the quote), after which period the quote shall expire.

4.2             If the Supplier provides a written quote to the Customer, the price of the Products shall be those stated in the quote and the relevant Agreement shall include any other specific terms set out in that quote provided that:

(a)             the Customer submits an order based on the quote within the stated time period; and

(b)             the Supplier accepts that order under clause 5.1.

4.3             If there is any inconsistency or conflict between these Terms and any quote or order, these Terms shall prevail, and if there is any inconsistency or conflict between a quote and an order, the quote shall prevail.     

5.               Orders and Delivery

5.1             Every order shall be submitted by the Customer to the Supplier in writing.  The Supplier reserves the right to refuse any order for Products, and no order shall be binding until accepted by the Supplier, which acceptance shall be given either by the Supplier confirming acceptance of the order in writing, or by the Supplier delivering the order.  The Customer cannot cancel or amend an order without the written agreement of the Supplier. 

5.2             The Supplier shall use reasonable commercial endeavours to ensure that the Products are delivered by the specified delivery date, or if there is no specified delivery date, within a reasonable time after the Products become available for delivery (subject to the Customer making any required pre-payments).  In any event, the Customer may not cancel an order for Products solely on the grounds of late delivery.

5.3             The Products will be deemed to be delivered when the Products arrive at the agreed place of delivery (in which case unloading of the Product is the Customer's responsibility and at the Customer's risk) or, if the Customer collects the Products, when the Products are collected by the Customer or its agent from the Supplier's (or its agent's) premises (in which case loading is the Customer's responsibility and at the Customer's risk).  

5.4             If the Customer is unable or refuses to take delivery of an order, the Customer shall be liable to the Supplier for all costs incurred by the Supplier arising from such non-delivery (including costs of storage, additional freight, travel and demurrage).

6.               Price

6.1             Subject to clause 4.2, The price payable for the Products shall be the price set out in the tax invoice issued by the Supplier to the Customer for the Products. Unless otherwise expressly stated, all prices exclude any applicable taxes (including GST), duties, or other similar charges imposed on or in relation to the Products ("Taxes"); and any freight, insurance and other charges arising from the delivery of the Products ("Freight Costs"),  which shall be paid by the Customer in addition to the price of the Products. 

6.2             The Supplier shall issue the Customer a valid tax invoice for all Products supplied (plus any applicable Taxes and Freight Costs).  

7.               Payment

7.1             Unless otherwise agreed, each tax invoice issued by the Supplier shall be paid no later than 7 days from the date of the invoice.  The Supplier reserves the right to require full or partial payment before the Products are delivered.

7.2             The Customer may not deduct or withhold any amount (whether by set-off, counterclaim or otherwise) from any amount owing by the Customer to the Supplier, and shall make all payments under these Terms by the due date in cleared funds paid into the Supplier's nominated bank account (as advised to the Customer from time to time).

7.3             Any payment received from the Customer may be applied by the Supplier to all or part of any amount owing to the Supplier as the Supplier sees fit, irrespective of whether that payment is intended by the Customer to be for particular Product or in connection with a particular invoice.

7.4             If there is any dispute about a tax invoice, the Customer shall pay the undisputed portion of that invoice by the due date, and work with the Supplier in good faith to promptly resolve the dispute. 

7.5             Where any amount payable to the Supplier by the Customer is not paid by the due date, the Supplier may charge interest on the amount outstanding from the due date to the date of payment.  The interest rate will be New Zealand's 90 day bank bill rate (published on the Reserve Bank's website at www.rbnz.govt.nz) plus 5%. 

7.6             The Customer indemnifies the Supplier for all costs or expenses incurred by the Supplier in connection with the enforcement of the Supplier's rights under these Terms (including solicitor and own client costs on a full indemnity basis), including in respect of any debt recovery undertaken against the Customer by or on behalf of the Supplier.

8.               Default by Customer

8.1             If the Customer suffers:

(a)             an insolvency event; or

(b)             breaches any of these Terms or any of its obligations under an Agreement and such breach is unable to be remedied or remains unremedied 5 days after the date,

then all money which would become payable by the Customer to the Supplier at a later date on any account shall become immediately due and payable without the requirement of any further notice to the Customer, and the Supplier may, without prejudice to any other remedy available to the Supplier:

(c)             immediately suspend or terminate any order or Agreement by giving written notice to the Customer; and

(d)             require the Supplier to promptly return all Product in its possession or control that has not been paid for.

9.               Warranties and liability

9.1             The Supplier warrants to the Customer that the Products are fit for the purposes stated by the Supplier. No claims will be made by the Customer under this warranty unless:

(a)             the claim is received by the Supplier within 7 days after the defect becoming apparent;

(b)             the claim is confirmed in writing; and

(c)             the Supplier is given a reasonable opportunity to inspect and verify the claim.

9.2             The liability of the Supplier under this warranty is in all cases limited to the amount of price paid by the Customer for the Products in respect of which the warranty is given. The Supplier may, at its option,  replace the Products or supply equivalent products or give a credit for or refund the purchase price of the Products.

9.3             The warranty in this clause does not cover any defect caused or conditioned by the Customer. Except as expressly provided in these Terms or an Agreement, all representations or warranties (statutory, express or implied), except any which may not lawfully be excluded, are expressly excluded.

9.4             The Supplier will not be liable to the Customer, or to any other person, in respect of loss or damage arising directly or indirectly from the Products or their use, or any breach by the Supplier of any obligations under the Terms. The Supplier shall not be liable for any consequential, indirect or special damages or loss of any kind of the Customer or of any other person.

9.5             If the Supplier is liable to the Customer, or any other person, and the Supplier cannot rely on the exclusions of representations, warranties or liabilities set out above, then the liability of the Supplier is limited in all cases to the amount of the price of the Products associated with the liability in question.

10.             Privacy Act 1993

10.1          The Customer hereby authorises the Supplier to collect and retain information about the Customer from any third party (including from any trade reference or credit reporting agency), for the purposes of:

(a)             assessing the Customer's credit worthiness and determining whether or not to extend (or continue to extend) any credit to the Customer;

(b)             responding to requests received by the Supplier for information about the Customer's credit worthiness; and

(c)             sending the Customer marketing, promotional or other material relating to any Products or services that the Supplier may provide from time to time. 

10.2          The Supplier acknowledges that under the Privacy Act 1993, individuals have rights of access to, and correction of, their personal information held by the Supplier.

11.             General

11.1          Force Majeure:  A party shall not be liable for any breach of an Agreement to the extent such breach is due to a Force Majeure Event, provided that it uses reasonable endeavours to mitigate the effect of the Force Majeure Event and resumes full performance of the Agreement as soon as reasonably practicable.  “Force Majeure Event” means a circumstance beyond the reasonable control of a party such as an Act of God (but excluding lack of funds).

11.2          Governing law: These Terms and all Agreements are governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the New Zealand courts in relation to any dispute arising out of or in connection with these Terms or any Agreement.