TERMS AND CONDITIONS OF TRADE FOR PROCAM CCTV LIMITED (TRADING AS PROCAM CCTV)
-October, 2023
1.1 “Company” shall mean Procam CCTV Limited or any agents or employees thereof.
1.2 “Customer” shall mean the customer/purchaser or any person or company acting or purporting to act on behalf of and with the authority of the customer/purchaser or any person purchasing Products from the Company.
1.3 “Products” shall mean all goods, services, hire charges, terms of trade, debt collection services and advice supplied or provided by the Company.
1.4 “Price” shall mean the cost of the Products as agreed between the Company and the Customer pursuant to clause 5.5 and includes all disbursements, but subject to clauses 5.2 and 5.3 of these terms and conditions.
2.1 None of the Company’s agents or representatives are authorised to make any representations, statements, conditions, or agreements not expressed by the director(s) of the Company in writing nor is the Company bound by; or to be held liable for any such unauthorised representations, statements, conditions, or agreements.
3.1 Any instructions received and expressly accepted (either in writing or verbally) by the Company from the Customer for the supply of Products shall (once accepted by the Company) constitute a binding contract and acceptance by the Customer of the terms and conditions contained herein.
4.1 The Customer authorises the Company to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s creditworthiness, enforcing any rights under these terms and conditions, or marketing any products and services provided by the Company to any other party.
4.2 The Customer authorises the Company to disclose any information obtained to any third party for the purposes set out in clause 4.1.
4.3 Where the Customer is a natural person the authorities under clauses 4.1 and 4.2 are authorities or consents for the purposes of the Privacy Act 1993.
4.4 The Customer acknowledges it has been advised by the Company that it may at any time upon reasonable notice review and where appropriate amend or correct any information collected from the Customer held by the Company.
5.1 The Price payable for the Products by the Customer shall be as agreed in writing or verbally between the Customer and the Company at the time of acceptance of these terms and conditions. If no Price is agreed in accordance with this clause 5.1, the terms of clause 5.2 shall apply.
5.2 Where no price for the Products is stated in writing or agreed to verbally the Products shall be provided at the Company’s then current standard charge for such Products at the time of acceptance of these terms and conditions (pursuant to clause 3.1).
5.3 The Price may be increased at any time if:
5.3.1 there is an increase in the cost to the Company of supplying the Products that is beyond the control of the Company; and/or
5.3.2 the Products initially anticipated by the Company need to be varied because of a matter that was not reasonably foreseeable by the Company at the time of acceptance; and/or
5.3.3 the Customer requests a variation to the Products, in which case, the cost of any increase shall be calculated on the basis of the Company’s then current standard charge for such Products at the time of acceptance of these terms and conditions (pursuant to clause 3.1).
6.1 Unless otherwise agreed in writing payment of the Price for the Products shall be made in full within 7 days following the date of an invoice (“the due date”).
6.2 Payment of the Price by the Customer shall be made in full and without any deduction or set-off.
6.3 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
6.4 Any expenses, disbursements and legal costs incurred by the Company in the enforcement of any rights contained in these terms and conditions shall be paid by the Customer, including any actual solicitor’s fees or debt collection agency fees.
7.1 The Company may in its discretion allocate any payment received from the Customer towards any invoice that the Company determines and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated. In the absence of any payment allocation by the Company, payment shall be deemed to be allocated in such manner as preserves the maximum value of the Company’s purchase money security interest in the Products.
8.1 Where a quotation is given by the Company:
8.1.1 Unless otherwise agreed the quotation shall be valid for acceptance by the Customer for thirty (30) days from the date of issue; and 8.1.2 The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary; and
8.1.3 the Company reserves the right to alter the quotation due to an error or omission in its preparation or because of circumstances beyond its control.
8.2 Where Products are required in addition to those specified in the quotation the Customer agrees to pay for the additional cost of such Products.
9.1 Except as otherwise provided by statute the Company and its agents shall not be liable for any loss or damage of any kind whatsoever, arising from the supply of Products to the Customer, including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or otherwise and irrespective of whether such loss or damage arises directly or indirectly from the Products (including terms and conditions of trade) supplied to the Customer.
9.2 The Customer shall indemnify the Company and its agents against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of negligence of the Company or otherwise, brought by any person in connection with any matter, act, omission, or error by the Company, their agents (including solicitors) or employees in connection with the Products.
9.2 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon the Company which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on the Company, the Company’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
10.1 Title in any Products supplied by the Company passes to the Customer only when the Customer has made payment in full for all Products provided by the Company and all other sums due to the Company by the Customer on any account whatsoever. Until all sums due to the Company by the Customer have been paid in full, the Company has a security interest in all Products.
10.2 If that part of the Products that are goods are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in those Products shall remain with the Company until the Customer has made payment for all Products, and where those Products are mixed with other property so as to be part of or a constituent of any new Products, title to these new Products shall deemed to be assigned to the Company as security for the full satisfaction by the Customer of the full amount owing to the Company by the Customer.
10.3 The Customer gives irrevocable authority to the Company to enter any premises occupied by the Customer or on which Products are situated at any reasonable time after default by the Customer or before default if the Company believes a default is likely and to remove and repossess any Products and any other property to which Products are attached or in which Products are incorporated. The Company shall not be liable to the Company or any third party for any costs, damages, expenses, or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. The Company may either resell any repossessed Products and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Products and credit the Customer’s account with the invoice value thereof less such sum as the Company reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
10.4 Where Products are retained by the Company pursuant to clause 10, the Customer waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under s.121 of the PPSA.
10.5 The following shall constitute defaults by the Customer:
10.5.1 Non-payment of all or any part of the Price or any other sum contemplated by these terms and conditions by the due date;
10.5.2 The Customer intimates that it will not pay all or any part of the Price or any other sum contemplated by these terms and conditions by the due date;
10.5.3 Any Products are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize any Products; 10.5.4 Any Products in the possession of the Customer are materially damaged while any sum due from the Customer to the Company remains unpaid;
10.5.5 The Customer is bankrupted or put into liquidation, or a receiver is appointed to any of the Customer’s assets;
10.5.6 A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days;
10.5.7 There occurs any material adverse change in the financial position of the Customer.
11.1 The Company owns and has copyright in all work, products designed and produced, electronic data, documents, including drawings, photographs, models, and specifications produced by the Company in connection with the Products provided pursuant to these terms and conditions and the Customer may use the Products only if they have been paid for in full and for the purpose for which they were intended and supplied by the Customer.
12.1 The Company does not provide any warranty in respect of the provision of the Products to the Customer. Manufacturer’s warranties may apply in respect of goods provided.
13.1 If the Customer is a company or trust, in consideration for the Company agreeing to supply the Products to the Customer any director(s) and/ or trustee(s) who accept these terms and conditions on the Customer’s behalf (“guarantor(s)”), also agree to be bound to these terms and conditions in their personal capacity and jointly and severally personally guarantee and undertake as principal debtor to the Company the observance of the Customer’s liabilities and obligations pursuant to these terms and conditions (including but not limited to the payment of any and all monies) and indemnify the Company against non- payment by the Customer. Any personal guarantee or liability of a guarantor shall not exclude the Customer in any way whatsoever from the Customer’s liabilities and obligations contained in these terms and conditions. The guarantors and the Customer shall be jointly and severally liable under these terms and conditions.
14.1 The Customer agrees that the Company may exercise a general lien against any Products or property belonging to the Customer that is in the possession of the Company for all sums outstanding under these terms and conditions and any other contract to which the Customer and the Company may be parties.
14.2 If the lien is not satisfied within seven (7) days of the due date the Company may, having given notice of the lien at its option either: 14.2.1 Remove such Products and store them in such a place and in such a manner as the Company shall think fit and proper and at the risk and expense of the Customer; or
14.2.2 Sell such Products or part thereof upon such terms as it shall think fit and apply the proceeds in or towards discharge of the lien and the costs of sale without being liable to any person for damage caused.
15.1 The Company shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control. 15.2 Failure by the Company to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations that the Company has under these terms and conditions.
15.3 Where these terms and conditions are at variance with the order or instruction from the Customer, these terms and conditions shall prevail.
15.4 If any provision of these terms and conditions shall be invalid, void, or illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced, or impaired.
15.5 These terms and conditions shall be governed by and construed in accordance with the laws of New Zealand.