Terms & Conditions of Trade

GENERAL

  1. These conditions apply to all goods/services sold by Trical NZ  Ltd. (“Trical NZ”) to the purchaser of those goods/services (“Customer”).
  2. If any provision of these conditions is unenforceable, that provision will be deemed to be severed and all other provisions will remain in full force and effect.
  3. These conditions take precedence over any terms that may be offered by the Customer.

Prices and Payment

4. The prices of goods/services supplied are as shown on Trical NZ’s  quotation, acceptance of order, invoice or similar document. Invoices must be paid in accordance with this clause 5 even if you dispute an amount owing under that invoice.

5. Payment is due on the 20th of the month following the date of delivery of the goods/services. If payment is not made on the due date, Trical NZ may charge interest on any moneys outstanding at a rate of 2% per month. The Customer will be liable to pay all expenses and costs (including legal costs as between solicitor and client) in relation to the recovery of any overdue amount and/or Trical NZ obtaining or attempting to obtain a remedy for the Customer’s failure to pay.

6. A quotation or tender submitted by Trical NZ shall remain valid for 30 days from the date of such quotation or tender.

DELIVERY

7. Unless otherwise agreed, where the Customer has nominated in writing an address, Trical NZ shall deliver the goods/services to the nominated address.

8. Where goods/services are to be delivered to a nominated address, Trical NZ shall be deemed to have delivered the goods/services upon receipt or signed delivery docket for the goods/services from any person at that address.

9. Trical NZ reserves the right to refuse to supply goods/services and/or services if the Customer is in default of any of its payment obligations under any agreement.

Risk and Title

10. The risk in the goods/services will pass to the Customer immediately upon delivery of the goods/services by Trical NZ (unless otherwise agreed but ownership in them will not pass to the Customer until the Customer has paid for the goods/services in full. Until payment has been made:

a. the goods/services will be held by the Customer as Trical NZ’s bailee and shall, if directed by Trical NZ, be stored so that it is clear that they are the property of Trical NZ.

b. Trical NZ, its agents and employees may without notice enter any property occupied by the customer to search for, disconnect, and remove the goods/services.

c. If the goods/services have been resold, the customer will account to Trical NZ AS Trical NZ’s agent for the proceeds of such resale.

d. Trical NZ will not be liable to the Customer or any other person for the exercise of its rights under this clause.

Warranty

11. Trical NZ warrants that all goods/services are free from defects in materials and workmanship from the date of dispatch by Trical NZ to the day that falls three calendar months after that date of dispatch.

12. The Customer is acquiring the goods/services for the purpose of a business, the provisions of the Consumer Guarantees Act 1993 are expressly excluded.

13. For the purposes of clauses 7, 8, and 9 of these terms (Delivery), the Customer warrants to Trical NZ that they have the authority to permit Trical NZ access to the nominated address and will make Trical NZ aware of any health and safety plan (or hazards) at the nominated address.

14. So far as may be permitted by law :

  1. Trical NZ will be under no liability whatsoever to the Customer in respect of any representations or terms not expressly set out in these conditions.
  2. In the event subclause (a) does not apply, the total liability of Trical NZ will be limited to replacing goods/services that are defective in materials and workmanship at the date of dispatch.
  3. Insofar as the Customer may, notwithstanding the preceding paragraphs of this clause, have any claim for damages against Trical NZ at law (it being the intention that no such damages be recovered) the same will not include damages for indirect or consequential loss of any kind and will in any event be limited to the purchase price of the goods/services or the actual loss or damage suffered, whichever is the lesser.

Dispute Resolution

15. If there is dispute between the parties arising out of, or in connection with, this agreement, neither of the parties is to commence any proceedings relating to that dispute until the following procedure has been complied with:

a. The party claiming a dispute has arisen must give written notice to the other party specifying the nature of the dispute;

b. The parties will endeavour, in good faith, to resolve the dispute referred to in the notice by using informal dispute resolution techniques;

c. If the parties do not resolve the dispute in accordance with subclause (b), the dispute may be referred to mediation, a non-binding dispute resolution process in which an independent mediator facilitates negotiation between the parties. Mediation may be initiated by either party writing to the other party and identifying the dispute which is being suggested for mediation. The other party will either agree to proceed with mediation or agree to attend a preliminary meeting with the mediator to discuss whether mediation would be helpful in the circumstances. The parties will agree on a suitable person to act as mediator or will ask the Arbitrators’ and Mediators’ Institute of New Zealand Inc. to appoint a mediator. The mediation will be in accordance with the Mediation Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc.

The mediation shall be terminated by

(i) The signing of a settlement agreement by the parties; or

(ii) Notice to the parties by the mediator, after consultation with the parties, to the effect that further efforts at mediation are no longer justified; or

(iii) Notice by one or more of the parties to the mediator to the effect that further efforts at mediation are no longer justified; or

(iv) The expiry of sixty (60) working days from the mediator’s appointment, unless the parties expressly consent to an extension of this period.

If no mediation is agreed to or if the mediation should be terminated as provided in (ii), (iii), or (iv), any dispute or difference arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in New Zealand in accordance with New Zealand law and the current Arbitration Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc. The arbitration shall be by one arbitrator to be agreed upon by the parties and if they should fail to agree within twenty-one (21) days, then to be appointed by the President of the Arbitrators’ and Mediators’ Institute of New Zealand Inc.

Use of Information

16. Any personal information (as defined under the Privacy Act 2020) of the Customer collected by Trical shall be held in accordance with Trical NZ’s obligations (as a reporting entity) under the Privacy Act 2020 and its privacy policy which is available on its website (http://tricalnz.com/home)

Waiver

17. If Trical NZ exercises or fails to exercise any right or remedy available to it, this shall not prejudice Trical NZ’s rights in exercising that or any other right or remedy. Waiver of any term of this contract must be specified in writing and signed by an authorized officer of Trical NZ.

No Assignment

18. The Customer must not transfer or assign its rights under this contract to anyone else without the prior consent of Trical NZ in writing.

Personal Property Security Act (PPSA)

19. The Customer acknowledges and agrees that;

  1. By assenting to these terms, the Customer grants a security interest to Trical NZ in all goods/services, including any proceeds of sale pursuant to the PPSA.
  2. These terms shall apply notwithstanding anything express or implied to the contrary contained in the customers purchase order.
  3. The customer agrees that nothing in sections 114(1) (a), 133, and 134 of the PPSA shall apply to this contract, or the security under these terms.
  4. The Customer waives its rights under sections 121,125,129,131,132 and 148 of the PPSA. This includes but is not limited to, the Customer agreeing that it has waived its right to receive a copy of the verification statement confirming registration of a financial statement or financing change statement relating to the security interest under this contract.

20. The Customer undertakes to ;

  1. Sign any further documents and/or do such further acts and/or provide any further information which Trical NZ may reasonably require to enable registration of a security interest including for the purpose of registering a financial statement or financing change statement on the Personal Properties Securities Register.
  2. Not give Trical NZ a written demand or allow any other person to give Trical NZ a written demand requiring Trical NZ to register a financing change statement under the PPSA or enter into or allow any other person to enter into the Personal Properties Security Register a financing change statement under the PPSA in respect of the goods/services.
  3. Give Trical NZ not less than 14 days prior written notice of any change in the Customer’s name and/or other change in its details, including but not limited to changes to address, facsimile number, trading name or business practice.