The following Terms and Conditions apply to the supply of all goods by Self
Service Systems (NZ) Limited (SSS) to the Customer referred to in the Schedule
(Customer) unless otherwise agreed in writing between the parties.
1. PERSONAL PROPERTY SECURITIES ACT
(a) In consideration of SSS providing, or agreeing to provide the goods to the
Customer at the request of the Customer, the Customer by signing these Terms
and Conditions:
(i) Grants to SSS a Purchase Money Security Interest (PMSI) as defined by the
Personal Property Securities Act 1999 (PPSA) in the goods; and
(ii) Agrees that any of the goods or proceeds of sale of the goods coming into
existence after the date of these Terms and Conditions will come into existence
subject to the PMSI granted herein and the terms of these Terms and Conditions
without the need for any further action or agreement by any party; and
(iii) Acknowledges that the Customer has received valuable consideration from
SSS and agrees that it is sufficient; and
(iv) Agrees that the PMSI has attached to the goods and that the attachment of
the PMSI has in no way been deferred or postponed from the date recorded
herein.
(b) SSS and the Customer agrees that nothing in Sections 114(1)(a), 125, 129,
132, 133 and 134 of the PPSA will apply to this agreement, or the security
interest under these Terms and Conditions.
(c) The Customer waives the rights to do any of the following:
(i) Object to SSS proposing to retain any goods under section 121 of the PPSA.
(ii) Receive a copy of the verification statement confirming registration of a
financing statement or a financing change statement relating to the security
interest created by these Terms and Conditions.
(d) SSS reserves the right at its discretion to register a financing statement
in respect of any goods supplied by SSS to the Customer pursuant to these Terms
and Conditions and in respect of which credit has been extended by SSS to the
Customer.
(e) The costs of registering a financing statement or a financing change
statement must be paid by the Customer and will, where applicable, be debited
against the Customer’s account with SSS.
(f) The Customer will promptly on request by SSS execute all documents and do
anything else reasonably required by SSS to ensure that the PMSI created under
these Terms and Conditions constitutes a perfected security interest over all
goods supplied.
(g) The Customer will not agree to allow any person to file a financing
statement over any of the goods supplied by SSS without the prior written
consent of SSS and will immediately notify SSS if the Customer becomes aware of
any person taking steps to register a financing statement in relation to such
goods.
(h) In these Terms and Conditions, the terms “financing statement”, “financing
change statement”, “security interest”, “attached”, “attachment”, “perfected”,
“accession”, “commingled” and all related terms have the meanings given them by
the PPSA.
2. PRICE
(a) All goods shall be purchased at the prices prevailing at the time of
delivery of the goods and may change without notice.
(b) Unless otherwise stated, the price does not include freight costs
(c) All goods are subject to GST at the prevailing rate.
3. PAYMENTS AND DELIVERY
(a) Payment of the balance of the purchase price shall be made on the date of
delivery unless otherwise agreed by the parties in writing.
(b) "Delivery" means the date upon which the Customer collects the goods or the
date the goods are physically delivered to the address nominated by the
Customer.
(c) SSS will endeavour to comply with all delivery dates agreed in writing but
such dates will not be binding on SSS.
(d) The Customer shall pay prior to delivery a deposit if required and as
stated in the schedule.
4. DEFAULT INTEREST & DEFAULT GENERALLY
SSS reserves the right to charge interest on any outstanding sum at the rate of
2% per month computed from the due date for payment. If the Customer fails to
perform or observe any of these terms and conditions, SSS without prejudice to
its other rights of remedies, may do all things and pay all costs necessary to
make good such default and the cost of anything so done shall be payable upon
demand by the Customer to SSS.
5. USE OF INFORMATION
(a) All information supplied by the Customer to SSS that is of a confidential
nature will be treated as such and subject to this agreement will not be
divulged to any third party without the Customer's approval.
(b) The Customer acknowledges that any information supplied by the Customer to
SSS may be used for the purpose of assessing the Customer's credit application
where the Customer has applied for credit arrangements.
(c) The Customer irrevocably authorises SSS to use any information supplied to
it for the purpose of assessing any credit application by the Customer and to
obtain any information concerning the Customer from any source nominated by the
Customer for the purpose of assessing the Customer's credit application.
6. NON-RECEIPTS OR DAMAGE TO GOODS
All goods shall be checked by the Customer on delivery to determine any damage.
Non receipt or damage to goods must be reported by the Customer to both the
carrier and to SSS within seven days from the date of delivery or, without
limiting the right of SSS to accept or reject any claim, the claim may be
rejected.
7. RETURNED GOODS
No goods shall be returned for credit without the approval of SSS. Where any
goods are accepted for return the Customer will incur a surcharge restocking
fee of 20% of the contract price of the goods.
8. RISK
The risk of any loss or damage to any goods sold, or deterioration of goods due
to any cause whatsoever shall pass to the Customer upon delivery of the goods.
If the goods remain on SSS premises owing to the failure of the Customer to
accept the goods or at the request of the Customer, such goods shall be at the
Customer's risk.
9. OWNERSHIP of Goods
(a) Ownership of the goods sold shall not pass to the Customer until the
Customer has paid to SSS the invoiced price for all goods in the Customer's
possession at the time of such payment.
(b) SSS supplies the goods to the Customer on the condition that SSS has a PMSI
in the goods.
(c) In relation to goods that are inventory, the Customer will not allow any
security interest that is not a PMSI to be created in relation to the goods
unless SSS has first perfected its PMSI before the Customer takes possession of
the goods.
(d) The Customer will not permit the goods to become accessions or commingled
with other goods (as defined in the PPSA) if SSS has not perfected any security
interest that SSS has in relation to the goods.
(e) If the Customer sells the goods prior to paying SSS for them despite clause
9(a) above, the Customer will pay the proceeds of sale from that transaction
into a separate bank account with separate records so that those proceeds
remain identifiable and traceable to that transaction and the goods in
question. The Customer agrees not to deposit any other funds into the bank
account. If the Customer sells the goods before paying SSS for them, the
Customer shall assign all claims against third parties in relation to those
goods to SSS upon request.
(f) If SSS perfects any security interest that SSS has in relation to the
goods, the Customer will not do anything that results in SSS having less than
the security or priority granted by the PPSA that SSS assumed at the time of
that perfection.
(g) The Customer irrevocably gives SSS and its agents the right to enter upon
the Customer’s premises, without notice, and without being in any way liable to
the Customer or to any person or other entity claiming through the Customer, if
SSS has cause to exercise SSS’s rights under Section 109 of the PPSA.
10. EXCLUSION OF WARRANTY
In dealing with any Customer who purchases goods for the purpose of a business:
(a) SSS gives no warranty that the goods are fit for any particular purpose
(whether or not SSS is aware of such purpose) and subject to the terms of any
express warranty given by SSS for the manufacture of the goods all other
conditions warranties and representations whether expressed implied or
statutory are hereby excluded.
(b) SSS shall not be liable for any consequential indirect or special damage or
loss of any kind whatsoever.
(c) No claim by the Customer either for damages or for repudiation of the
contract in respect of such sale need be recognised unless made in writing and
received by SSS within seven days of the Customer taking possession of such
goods.
(d) The liability of SSS whether in contract or in tort for any loss, damage or
injury arising directly or indirectly from any defect or non compliance of
goods sold is limited at the option of SSS to:
(i) repair such defect or non-complying goods; or
(ii) the replacement of such defect or non-complying goods with goods of
comparable superior quality; or
(iii) damages not exceeding invoice value of such defective or non-complying
goods.
(e) The provisions of the Consumer Guarantees Act 1993 shall not apply to such
contract to supply the goods.
11. STATUTORY RIGHTS
Where goods are supplied to a Customer other than for the purpose of a
business, then nothing in these Terms and Conditions shall limit any rights,
powers and remedies that a Customer may have under the Consumer Guarantees Act
1993.
12. NON-DELIVERY
SSS shall not be liable for failure to deliver or delay in delivery owing to
any cause beyond SSS control, including (without limitation) strike, lockout,
difficulty in procuring suitable goods or parts thereof, shortage of stock,
delay in transit, Government action after date of agreement and any other
matter beyond the control of SSS.