ELECTRICAL PROCESS DEVELOPMENT LTD - TERMS OF TRADE
These terms and conditions of sale (Terms of Trade) are entered into between Electrical Process Development Limited (referred to as "EPD") and the person obtaining goods or services from EPD (referred to as "Client") and govern the supply of goods and services to the Client.
1.1: By engaging EPD to supply goods and/or services the Client accepts these Terms of Trade and agrees that the Terms of Trade prevail over any other terms, including the Client’s own Terms of Trade, unless previously agreed to by EPD.
2.1: In this agreement the following definitions apply: Goods mean the goods, inventory and materials supplied to the Client by EPD in completing the Works. Services means all services carried out by EPD in completing the Works.
3: Terms of payment:
3.1: If required by EPD, the Client must pay the deposit if requested at the time of engagement
3.2: Unless otherwise agreed by EPD:
3.2.1: EPD will invoice the Client for work completed at the end of each month; and
3.2.2: The Client must pay each invoice in full within 7 days after the date of the invoice.
3.3: Payment not settled by the due date:
3.3.1: may, at EPD’s discretion, attract an interest charge of 2.5% per month;
3.3.2: Will entitle EPD to suspend any work in progress for the Client.
4.1: Without prejudice to other remedies, EPD may cancel these Terms of Trade and any other contract for supply with the Client if the Client:
4.1.1: breaches these Terms of Trade; or
4.1.2: becomes or take any steps towards becoming insolvent; or
4.1.3: no longer carries on business or threatens to cease carrying on business; or
4.1.4: Ownership or effective control is transferred or the nature of the Client’s business is materially altered.
4.2: The Client must pay all costs that EPD incurs, including costs on a solicitor-client basis and debt collectors’ costs incurred in the recovery or attempted recovery of outstanding moneys and the enforcement of these Terms of Trade.
5: Ownership and risk
5.1: Notwithstanding that ownership in the Goods may not have passed to the Client, risk in the Goods will pass to the Client when Goods are delivered to the Client or into the custody of a party acting on behalf of the Client and the Client will be obliged to insure the Goods from the time of delivery and the Client must note EPD’s interest in the Goods on any insurance policy.
5.2: Until the Client makes payment in full for the Goods, the Client holds the Goods as ballee for EPD and will store the Goods in such a manner that they are clearly identifiable as EPD property and will keep separate records in respect of the Goods.
5.3: Despite, section 109 of the Personal Property Securities Act 1999 (Act), and in addition to the rights contained in that section, EPD may recover any or all of the Goods and re-sell them and for such purpose may at any time of the day or night enter by force if necessary upon any premises where such Goods are reasonably thought to be stored (and the Client grants EPD an irrevocable right and authority to so recover, re-enter and re-sell).
6: Supply for business purpose
6.1: Where this agreement would otherwise be subject to the provisions of the Consumer Guarantees Act 1993 and where which supply is a supply for business purposes, the Client agrees that the Services and Goods are supplied to the Client for business purposes in terms of sections 2 and 43 of the Consumer Guarantees Act 1993 and that the provisions of the Consumer Guarantees Act 1993 do not apply.
7.1: Where a quotation is given by EPD Ltd for goods or services:
7.1.1: The quotation shall be valid for one month from the date of issue; and
7.1.2: The quotation shall be exclusive of Goods and Services Tax unless specifically stated to the contrary.
7.2: Where goods or services are required in addition to the quotation the customer agrees to pay for the additional cost of goods or services.
8: Guarantees, warranties and conditions
8.1: Except as provided in any express warranty given by EPD, no warranty, guarantee, representation or condition may be implied against EPD by any statute, at common law or otherwise.
9: Limitation of liability and indemnity
9.1: Subject to clause 8, EPD’s liability in any case of defect or fault shall be limited to the price paid by the Client for work completed or goods supplied by EPD in respect of which such liability arises.
9.2: As allowed by law, the Client indemnifies EPD against any loss or liability incurred by EPD:
9.2.1: arising out of the Clients breach of these Terms of Trade; or
9.2.2: in respect of injury to persons or damage to property caused or attributable by the Client; or
9.2.3: Due to an act, omission or default by the Client.
10: Personal Property Securities Act 1999
10.1: The Client acknowledges and agrees that by signing to these Terms of Trade, the Client grants a security interest to EPD in all goods previously supplied to the Client by EPD (if any) and all after acquired goods supplied by EPD to the Client.
10.2: The Client undertakes to:
10.2.1: sign any further documents and/or provide any further information (which information the Client warrants to be complete, accurate and up-to-date in all respects) which EPD may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
10.2.2: not register a financing statement or a change demand without EPDs prior written consent; and
10.2.3: Give EPD not less than 14 days written notice of any proposed change to the Clients name and/or any other change to the Clients details (including, but not limited to, changes to the Clients address, facsimile number, trading name or business practice).
10.3: Unless otherwise agreed to in writing by EPD, the Client waives the right to receive a verification statement in respect of any financing statement or financing change statement relating to the security interest.
10.4: On EPD’s request you must promptly execute any documents and do anything else required by us to ensure that the security interest created under these Terms of Trade constitutes a first ranking perfected security interest over the Goods and their proceeds.
10.5: The Client will pay EPD all costs, expenses and other charges incurred, expended or payable by EPD in relation to the filing of a financing statement or a financing change statement in connection with these Terms of Trade.
10.6: The Client agrees that:
10.6.1: nothing in sections 114(1)(a), 117(1)(c), 133 and 134 of the Personal Property Securities Act shall apply to these Terms of Trade;
10.6.2: Its rights as debtor in sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the Act shall not apply to these Terms of Trade.
11: Construction Contracts Act 2002
11.1: The parties acknowledge that all provisions of the Construction Contracts Act 2002 shall apply to this contract except where inconsistent with these Terms of Trade.
11.2: The parties further acknowledge that all provisions of the said Act, including those sections listed in section 10 of the said Act, shall apply to this contract even if it is a residential construction contract as that term is defined by the said Act.
12: Force Majeure
12.1: EPD cannot be held liable if it is unable to carry out its obligations under these Terms of Trade due to a Force Majeure event. A Force Majeure event means any event beyond EPDs reasonable control and includes, but is not limited to, strikes, power failures, fires, earthquakes and other natural disasters.