QTECH DATA SYSTEMS LTD
New Zealand domestic market conditions only - Please contact us for all international terms.
CONDITIONS OF SALE and TRADING TERMS
If an approved credit account is held and providing the account balance is not overdue, payment terms will be payment in full 20 days following date of invoice unless other specific terms are agreed in writing by QTech.
If an account is not held payment terms will be payment in full on delivery if the order can be delivered by a QTech staff member or payment prior to dispatch if the order cannot be delivered in person, unless terms are otherwise agreed in writing by QTech.
Completing a new application for Trade credit account will not result in the first order being allowed on credit. Subsequent orders may be charged to the account once the account is approved.
TERMS OF TRADE
1.0 Eligibility for Credit Account
1.1 The costs of maintaining a credit account require that a minimum yearly purchasing level be maintained. If yearly turnover does not meet this requirement, the account may be closed.
1.2 Approval of Application shall be at the discretion of the company's Finance Manager.
2.1 These conditions apply to all "business customer" sales, that is a contract by which the customer purchases QTech's goods and services for the purpose of a business.
2.2 These conditions override any conditions stipulated by the customer. Nobody claiming to act on QTech's behalf is authorised to waive or change these conditions orally. Waivers or changes are effective only if made in writing and signed on QTech's behalf by duly authorised personnel.
3.1 Orders must be in writing; any telephone orders must be confirmed in writing.
3.2 QTech accepts no responsibility for delays, errors in delivery, discrepancies in supply arising from orders being made otherwise than in this manner.
4.1 Prices are exclusive of GST, unless GST is specifically stated to be included.
4.2 Stated or quoted prices are based on QTech's own procurement costs. Stated or quoted prices shall be fixed for a quotation period of 30 days and in any event, cannot be amended after acceptance of any purchase order from the customer.
4.3 Other than in written quotes issued by QTech, QTech reserves the right to change prices at any time including, but not limited to, those relating to any changes in procurements costs.
5.1 Goods and services must be paid for in full 20 days following date of invoice unless other specific terms are agreed in writing by QTech.
5.2 At the discretion of QTech, payments received will be credited against the oldest outstanding invoice.
5.3 QTech may withhold supplying further goods and services (notwithstanding binding contract to supply) if any payment due by the customer has not been made in full by due date.
5.4 If the customer has not paid in full by the due date, interest at a rate equal to QTech's principal banker’s overdraft rate is payable on the amount outstanding, until QTech receives full payment. Notwithstanding the charging of interest, QTech retains all its other rights against the customer for failing to pay by the due date.
5.5 The customer agrees to indemnify QTech against all reasonable costs it incurs in recovering any monies, goods or services which are outstanding pursuant to these conditions. This includes commissions, legal fees, debt collecting agency costs, and any other recovery costs, whether they are incurred by QTech itself or by its agents.
6.1 QTech will endeavour to meet any indicated delivery date. But, unless otherwise agreed in writing, delivery dates are not of the essence. QTech shall not be liable for non-delivery or late delivery (however caused) or failure to deliver by any specific method or any particular vehicle vessel or craft.
6.2 Delivery is deemed to be complete when made at the place indicated in the written order received by QTech.
6.3 If the customer fails or refuses to accept delivery at the place and by the date indicated in the written order received by QTech, QTech may charge storage and transportation expenses to the customer, in which case these are deemed to be part of the price of the goods.
6.4 QTech may deliver goods by instalment, in which case each instalment is deemed to be a separate contract on the same conditions as the main contract.
7.1 No claim for under supply of goods can be made by the customer later than 7 days after delivery.
8.1 To ascertain that goods conform with the contract, the customer must examine them immediately on delivery. The customer is deemed to have accepted goods unless, within 7 days after delivery, it gives QTech written notice rejecting goods.
8.2 Any invoice rejecting goods must contain the following information:
(a) the invoice/packing slip number;
(b) date of purchase; and
(c) a QTech issued "return authority" ("RA") number.
8.3 QTech may, but is not obliged to, accept the return for credit of any goods which conform with the contract or are rejected without proper cause. If QTech does accept goods returned for credit, it may deduct a restocking penalty of no more than 20% of the price of the goods.
9.0 Further Security
9.1 If at any time QTech considers the customer’s credit unsatisfactory, QTech may require the customer to provide a security interest as defined in the Personal Property Securities Act 1999 (“the Act”) for payment of goods and services supplied, or to be supplied until the purchase price of each good and all amounts owing to QTech are paid in full.
9.2 The customer shall do all things necessary and when requested provide all information required by QTech to enable QTech to register a financing statement over the goods or the proceeds of sale of them pursuant to the Act.
9.3 The customer waives all rights to receive a verification statement of any financing statement.
9.4 The customer shall not agree to allow any person to file a financing statement over any of the goods supplied pursuant to these conditions without the prior written consent of QTech.
9.5 The customer undertakes to meet all QTech’s costs & disbursements (including solicitors fees on a solicitor client basis) in relation to the amendment or discharge of any financing statement registered by QTech.
10.0 Title to and Risk in Goods
10.1 Risk in goods passes to customer on delivery. However, ownership of goods remains with QTech until QTech has received payment in full for the goods supplied to customer. Payment means receipt by QTech of cleared funds.
10.2 Title to and copyright in software remains vested in QTech either as principal or as agent for the licensor of the software and is used by the customer under licence only.
11.1 QTech may (in addition to its other rights) terminate this contract if the customer:
(a) fails to comply with any other terms of agreement with QTech; or
(b) commits an act of bankruptcy; or
(c) has a receiver appointed; or
(d) goes into liquidation; or
(e) makes an arrangement with its creditors.
12.0 Safety Records
12.1 If the customer disposes of goods to a third party, the customer must (on demand) give that third party's name and address to QTech or (if QTech directs) to their supplier.
12.2 This clause is intended to assist our suppliers maintain a record of all end users, so that they can be rapidly contacted with product safety information, corrections, solutions to operational problems, and the like.
13.0 Warranties and Limitation of Liability on Sales to Business Customers
13.1 Goods are sold to business customers subject to the manufacturer’s warranties only. QTech accepts no liability under those warranties for goods not manufactured by QTech.
13.2 QTech warrants that QTech’s goods are of merchantable quality and reasonably fit for purpose for the intended purpose for which the goods are required. QTech does not warrant that QTech’s goods are fit for any particular purpose beyond its intended use and the required use the customer makes known to QTech.
13.3 If the customer is proven at law to have a valid claim for damages against QTech (it being the intention that no such damages may be recovered):
(a) those damages will be limited to the cost of repair, replacement, or re-supply of the goods, whichever is less; and
(b) QTech will not be liable to the customer for any indirect or special loss or damage, including any loss of third party contracts, loss of business opportunity, loss of profit or revenue, or reputation.
13.4 All faulty goods must be returned to QTech immediately, at which time they will be repaired or replaced at QTech’s discretion.
13.5 Any claim brought by the customer must be notified in writing to QTech within 7 days of the date of delivery of the goods. No claim may be made against QTech outside of that time limit.
13.6 Nothing in these conditions shall exclude or restrict any rights or remedies customers may have under the Fair Trading Act 1986 or under any other enactment or rule of law where such exclusion or restriction is prohibited by law.
13.7 The Consumer Guarantees Act 1993 shall not apply to any goods or services supplied pursuant to this contract.
14.1 Force Majeure
QTech is not liable for any failure to comply with the terms of the contract, if its failure is due to circumstances beyond its reasonable control.
The customer shall immediately advise QTech of any changes in shareholding, directorship or partnership or other change within the customer's organisation which would have the effect of changing management and/or control of the organisation (be it a sole trader, partnership, company or trading trust).
14.3 Governing Law
These conditions are governed by the law of New Zealand, and any disputes will be resolved in New Zealand.
If any provision in these conditions is illegal, invalid or unenforceable, the validity and enforceability of the remaining provisions is not affected.
ACKNOWLEDGEMENT THAT GOODS ARE ACQUIRED FOR BUSINESS PURPOSES ONLY
(1) Requests QTech to supply to me/us all goods now or in the future ordered by me/us on the above conditions;
(2) Acknowledges it has held out to QTech that it is acquiring from QTech (under this agreement) for the purposes of a business; and
(3) Acknowledges it has also held out to QTech that, unless it gives QTech written notice to the contrary, any acquisitions it makes from QTech (under this agreement or otherwise) are for the purpose of resupplying QTech's goods in trade, or consuming them in the course of a process of production or manufacture, or using QTech's goods in trade to repair or treat other goods.