Terms of Trade
1.1 “Amazing Spaces” shall mean Amazing Spaces Ltd and its successors and assigns.
1.2 “Customer” shall mean the Customer and any person acting on behalf of and with the authority of the Customer.
1.3 “Guarantor” means that person (or persons), or entity that agrees herein to be liable for the debts of the Customer on a principal debtor basis.
1.4 “Goods” shall have the same meaning as section 2 of the Sale of Goods Act 1908 and are the goods supplied by Amazing Spaces to the Customer (and where the context so permits shall include any supply of Services as hereinafter defined).
1.5 “Services” shall mean all services supplied by Amazing Spaces to the Customer and includes any advice or recommendations.
1.6 “Price” shall mean the cost of the Goods as agreed between Amazing Spaces and Customer subject to clause 4 of this contract.
2.1 Any instructions received by Amazing Spaces from the Customer for the supply of Goods shall constitute acceptance of the Terms and Conditions contained herein.
2.2 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.
2.3 Upon acceptance of these Terms and Conditions by the Customer the Terms and Conditions are irrevocable and can only be rescinded in accordance with these Terms and Conditions or with the written consent of the manager of Amazing Spaces.
2.4 None of Amazing Spaces’ agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of Amazing Spaces in writing nor is Amazing Spaces bound by any such unauthorised statements.
2.5 The Customer undertakes to give Amazing Spaces not less than (7) days prior written notice of any proposed change in the Customers name and or any change in the Customers details (including but not limited to changes in the Customers address facsimile phone number or business practice) and change of ownership.
- GOODS / SERVICE
3.1 The Goods and or Services are as described on the invoices, quotation, estimate, or any other work commencement forms as provided by Amazing Spaces to the Customer.
- PRICE and PAYMENT
4.1 At Amazing Spaces’ sole discretion the Price shall be either;
(a) The Price of the Goods shall, subject to clause 4.2, be Amazing Spaces’ Quote Price, which shall be binding upon Amazing Spaces provided that the Customer shall accept in writing Amazing Spaces’ quotation within 30 days.
4.2 Any variation from the plan of scheduled work or specification will be charged for, on the basis on Amazing Spaces’ quotation/estimate and will be shown as extras on the invoice. Payment for extras must be made in full at the time of completion.
4.3 At Amazing Spaces’ sole discretion a deposit may be required. The deposit amount or percentage of the price will be stipulated at the time of order of the Goods/Services and shall become immediately due and payable.
4.5 At Amazing Spaces’ sole discretion, payment for approved Customers shall be made by instalments in accordance with Amazing Spaces’ delivery/payment schedule.
4.6 At Amazing Spaces’ sole discretion, payment for approved Customers shall be due on 20th of each month following the date of an invoice/ statement posted to the Customers address or addresses for notices.
4.8 ‘Payment” means the receipt by Amazing Spaces of cleared funds.
4.9 Quickship items from the e-commerce section of the website require payment in full prior to despatch.
4.10 The Price shall be increased by the amount of any GST and other taxes and duties which may be applicable except to the extent that such taxes are expressly included in any quotation/estimate given by Amazing Spaces.
- DELIVERY OF GOODS
5.1 Delivery of the Goods shall be made to the Customers address. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery, or delivery of the Goods shall be made to the Customer at Amazing Spaces’ address.
5.2 Delivery of the Goods to a carrier, either named by the Customer or failing such naming to a carrier at the discretion of RSOI for the purpose of transmission to the Customer, is deemed to be a delivery of the Goods to the Customer.
5.3 Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purpose of this agreement.
5.4 The failure of Amazing Spaces to deliver shall not entitle either party to treat this contract as repudiated.
5.5 Amazing Spaces shall not be liable for any loss or damage whatsoever due to failure by Amazing Spaces to deliver the Goods (or any of them) promptly or at all.
5.6 Amazing Spaces may deliver the Goods by separate instalments (in accordance with an agreed delivery schedule). Each separate instalment shall be invoiced and paid for in accordance with the provisions in this contract.
5.7 All transportation cost and insurance of the Goods provided by Amazing Spaces to the Customer shall be the Customer’s responsibility.
6.1 If Amazing Spaces retains property in the Goods nonetheless all risk for the Goods passes to the Customer on delivery.
6.2 If any of the Goods are damaged or destroyed prior to the property in them passing to the Customer, Amazing Spaces is entitled, without prejudice to any of its other rights to remedies under these Terms and Conditions (including the right to receive payment of the balance of the Price of the Goods) to receive all insurance proceeds payable in respect of the Goods. This applies whether or not the Price has become payable under these Terms and Conditions. The production of these Terms and Conditions by Amazing Spaces is sufficient evidence of Amazing Spaces’ rights to receive the insurance proceeds without the need for any person dealing with Amazing Spaces to make further enquiries.
- DEFECTS / RETURNS
7.1 The Customer shall inspect the Goods and shall within seven (7) days of delivery notify Amazing Spaces of any alleged defects, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford Amazing Spaces the opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way. If the Customer shall fail to comply with these provisions the Goods shall conclusively presumed to be in accordance with the Terms and Conditions and free from any defect or damage.
7.2 For defective Goods which Amazing Spaces has agreed in writing that the Customer is entitled to reject, Amazing Spaces’ liability is limited to either (at Amazing Spaces’ sole discretion) replacing the Goods or repairing the Goods provided that:
(a) The Customer has complied with provisions of Clause 7.1
(b) Amazing Spaces will not be liable for Goods which have not been stored or used in a proper manner.
(c) The Goods are returned in the condition in which they were delivered and with all packaging material as is reasonable and possible in the circumstances.
7.3 Amazing Spaces may at its sole discretion, accept Goods for Credit but this may incur a re-stocking fee plus any freight costs.
8.3 For Goods not manufactured by Amazing Spaces the warranty shall be the current warranty provided by the manufacturer of the Goods. Amazing Spaces shall be under no liability whatsoever except for conditions as detailed and stipulated in the manufacturers warranty.
- DEFAULT & CONSEQUENCES OF DEFAULT
9.1 Interest on over due invoices shall accrue from the date when payment becomes due and daily until the date of payment at the rate of 2.5% compounding per calendar month and shall accrue at such a rate after as well as before any judgement.
9.2 If the Customer defaults on payment of any invoice when due, the Customer shall indemnify Amazing Spaces from and against all of Amazing Spaces’ costs and disbursements including on a solicitor and own client basis and in addition all of Amazing Spaces’ nominees cost of collection.
9.3 Without prejudice to any other remedies Amazing Spaces may have, if at any time the Customer is in breach of any obligations (including those relating to payment) Amazing Spaces may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the Terms and Conditions. Amazing Spaces will not be liable to the Customer for any loss or damage the Customer suffers because Amazing Spaces exercised its rights under this clause.
9.4 If any account remains unpaid at the end of the second month after supply of the Goods or Services the following will apply: An immediate amount shall be levied for administration fees which sum shall become immediately due and payable in addition to interest payable under clause 9.1 here of.
9.5 In the event that:
(a) Any money payable to Amazing Spaces becomes overdue or in the Sellers opinion the Customer will be unable to meet its payments as they fall due, or,
(b) The Customer 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,
(c) A receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer then without prejudice to Amazing Spaces’ other remedies at Law.
(d) Amazing Spaces shall be entitled to cancel all or and part of the order of the Customer which remains unperformed in addition to and without prejudice to and other remedies: and
(e) All amounts owing to Amazing Spaces shall, whether or not due for
payment, immediately become due and payable.
10.1 It is the intention of Amazing Spaces and agreed by the Customer that property in the Goods shall not pass until;
(a) The Customer has paid all amounts owing for the particular Goods and:
(b) The Customer has met all other obligations due by the Customer to Amazing Spaces in respect of all the contracts between Amazing Spaces and the Customer, and that the Goods, or proceeds of the sale of the Goods, shall be kept separate until Amazing Spaces has received payment and all other obligations of the Customer are met.
10.2 It is further agreed that:
(a) Until such time as ownership of the Goods shall pass from Amazing Spaces to the Customer Amazing Spaces may give notice in writing to the Customer to return the Goods or any of them to Amazing Spaces. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease.
(b) If the Customer fails to return the Goods to Amazing Spaces then Amazing Spaces or Amazing Spaces’ agent may enter upon and into land and premises owned or occupied or used by the Customer or at any premises as the invitee of the Customer to where the Goods are situated and take possession of the Goods without being responsible for any damage caused.
- PERSONAL PROPERTY SECURITIES ACT 1999
11.1 Upon assenting to these Terms and Conditions in writing the Customer acknowledges and agrees that:
(a) These Terms and Conditions constitute a security agreement for the purpose of the PPSA and:
(b) A security interest is taken in all Goods previously supplied by Amazing Spaces to the Customer and all Goods that will be supplied in the future by Amazing Spaces to the Customer during the continuance of the parties relationship.
11.2 The Customer undertakes to:
(a) Sign any further documents and/or provide any information. Such information to be complete and accurate and up to date in all respects which Amazing Spaces may reasonably require to register a financing statement or financing charge statement on the Personal Properties Security Register.
(b) Indemnify and upon demand reimburse Amazing Spaces for all expenses incurred in registering a financing statement or financing charge statement on the Personal Properties Security Register or releasing any Goods charged thereby:
(c) Not registering a financing charge statement or a charge demand without the prior written consent of Amazing Spaces:
(d) Give Amazing Spaces not less than fourteen (14) days prior written notice of any proposed change in the Customers name and/or any other changes in the Customers details (including but not limited to change to the Customers address contact numbers or business practice) and:
(e) The Customer will immediately give advice to Amazing Spaces 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.
11.3 Amazing Spaces and the Customer agree that nothing in sections 114(1)(a) 133 and 134 of the PPSA shall apply to these Terms and Conditions.
11.4 The Customer waives its rights as a debtor under sections 116,120(2), 121,125,126,127,129,131 and 132 of the PPSA.
11.5 Unless otherwise agreed to in writing by Amazing Spaces the Customer waives its rights to receive a verification statement in accordance with section 148 of the PPSA.
11.6 The Customer unconditionally ratifies any action taken by Amazing Spaces under and by virtue of the power of attorney given by the Customer to Amazing Spaces under clauses 11.1 to 11.5.
- CONTRACTUAL REMEDIES ACT
12.1 The provisions of the Contractual Remedies Act 1979 shall apply to this contract as if section 15(d) of the Act which states that nothing in the Act shall affect the Sale of Goods Act 1908 were omitted from the Contractual remedies Act 1979.
- CONSUMER GUARANTEES ACT 1993
13.1 This agreement is subject, in all cases except where the Customer is contracting within the Terms and Conditions of a trade/business (which cases are specifically excluded) to the provisions of the Consumer Guarantees Act 1993.
14.1 Amazing Spaces may cancel these Terms and Conditions or cancel delivery of the Goods and Services at any time before the Goods are delivered by giving written notice. On giving such notice Amazing Spaces shall promptly repay the Customer any sums paid in respect of the price for the Goods. Amazing Spaces shall not be liable for any loss or damage arising from such cancellation.
(a) At Amazing Spaces’ sole discretion the Customer may cancel delivery of Goods and/or Services. In the event that the Customer cancels delivery of Goods and/or Services the Customer shall be liable for any costs incurred by Amazing Spaces up to the time of cancellation.
(b) Such costs shall include the cost of any goods ordered by Amazing Spaces to fulfil the Terms of the contract from any third party up to the time of cancellation, and disregards the fact that such goods may not have been delivered.
- PRIVACY ACT 1993
15.1 The Customer and the Guarantors (if separate to the Customer) authorises Amazing Spaces to collect, retain and use any information about the Customer, for the purpose of assessing the Customers creditworthiness or marketing any Goods and services provided by Amazing Spaces to any other party.
15.2 The Customer authorises Amazing Spaces to disclose any information obtained to any person for the purpose set out in clause 15.1
15.3 Where the Customer is a natural person the authorities under (clause 15.1 and 15.2) are authorities or consents for the purpose of the Privacy Act 1993.
- Colour matching
16.1 Amazing Spaces will take all reasonable steps to ensure that colour matching and other specifications are correct, but cannot guarantee perfect colour matches due to the nature of the materials and the manufacturing processes used. Amazing Spaces will provide colour samples on request prior to ordering to minimise colour matching variations.
- Intellectual Property
(a) The Customer warrants that any design or instruction given to Amazing Spaces to follow will not cause Amazing Spaces to infringe any patent, registered design, trademark, copyright or any other intellectual or industrial right.
(b) Where Amazing Spaces follows any design or instruction given by the Customer in Clause 17(a) the Customer indemnifies Amazing Spaces against any damages, penalties, costs and expenses for which Amazing Spaces may become liable.
17.2 Where Amazing Spaces has designed or drawn Goods for the Customer, then the copyright in those designs and drawings shall remain vested in Amazing Spaces, and shall only be used by the Customer at Amazing Spaces’ discretion.
18.1 All Goods and Services supplied by Amazing Spaces are Subject to the laws of New Zealand and that Amazing Spaces takes no responsibility for changes in the Law that affect the Goods and Services supplied.
18.2 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 or prejudiced or impaired.
18.3 Amazing Spaces shall be under no liability whatsoever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by Amazing Spaces of these Terms and Conditions.
18.4 In the event of any breach of this contract by Amazing Spaces the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of Amazing Spaces exceed the price of the Goods.
18.5 The Customer shall not set off against the Price amounts due from Amazing Spaces.
18.6 Neither party shall be liable for any default due to any act of God, terrorism, war, earthquake strike, lock out, industrial action, flood, storm or other event beyond the reasonable control of either party.
18.7 Amazing Spaces may license or sub-contract all or any part of its rights and obligations without the Customers consent.
18.8 Amazing Spaces shall not be liable for errors or omissions arising from oversight or a misinterpretation of the Customers verbal instruction.
18.9 Amazing Spaces reserves the right to review these Terms and Conditions at and time and from time to time. If following any such review, there is to be any change in the Terms and Conditions that change will take effect from the date on which RSOI notifies the Customer of such change.