1.1 Seller shall mean Professional Colour Laboratories Limited.
1.2 Buyer shall mean the buyer or any person or company acting on behalf of and with the authority of the buyer.
1.3 Goods has the same meaning as in section 2 of the Sale of Goods Act 1908 and are any goods supplied by the seller to the buyer.
1.4 Services shall mean all services supplied by the seller to the buyer & includes any advise or recommendations.
2.1 Any instructions received by the seller from the buyer for the supply of goods shall constitute acceptance of the terms and conditions contained herein.
3 PRIVACY ACT
3.1 The buyer authorises the seller to collect, retain and use any information about the buyer, or for the purpose of assessing the buyers credit worthiness, enforcing any rights under this contract, or marketing any goods & services provided by the seller to any other party.
3.2 The buyer authorises the seller to disclose any information obtained to any person for the purposes set out in clause 3.1.
4.1 Once goods are ordered payment shall be made for goods according to the terms and conditions stated herein whether or not the goods have been delivered and this contract can not be cancelled except where allowed at law.
4.2 Payment for goods shall be made in full on or before the 20th day of the month following the date of the invoice, or on receipt of delivery of goods, whichever is the earlier (the due date).
4.3 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
4.4 Any expenses, disbursements and legal costs incurred by the seller in the enforcement of any rights contained in this contract shall be paid by the buyer, including any reasonable solicitors fees or debt collection agency fees.
5 RISK AND DELIVERY
5.1 The goods remain at the sellers risk until the delivery to the buyer, but when title passes to the buyer the goods are at the buyers risk whether delivery has been made or not.
5.2 Delivery of goods shall be deemed complete when the seller gives possession of the goods for delivery to the buyer, or possession of the goods is given to a common carrier, or other bailee for the purposes of transmission to the buyer.
5.3 The time agreed for delivery shall not be an essential term of this contract unless the buyer gives notice to the seller making time of the essence.
5.4 Where the seller delivers goods to the buyer by instalments and the seller fails to deliver one or more instalments the buyer shall not have the right to repudiate the contract but shall have the right to claim compensation as a severable breach.
6.1 If the goods are ascertained & in a deliverable state, title in the goods passes to the buyer when the buyer has made payment for all goods supplied by the seller.
6.2 The buyer gives irrevocable authority to the seller to enter any premises occupied by the buyer , at any reasonable time, to remove any goods not paid for in full by the buyer. The seller shall not be liable for costs damages or expenses or any other losses supplied by the buyer as a result of this action, nor liable in tort or contract in any way whatsoever.
7 RETURN OF GOODS
7.1 The buyer shall be deemed to have accepted the goods unless the buyer notifies the seller otherwise within 24 hours of delivery of the goods to the buyer.
7.2 If the goods are not accepted according to clause 7.1 of this contract the buyer shall pay for the delivery of the returned goods to the seller.
8.1 The seller shall not be liable for any loss of profits, or any consequential indirect or special loss, or damage, or loss of any kind arising directly or indirectly from any breach of the sellers obligation under this contract or in tort.
8.2 Where the seller is liable to the buyer, the maximum cost of any liability shall not exceed the value of the goods or services provided by the seller to the buyer.
9 CONSUMER GUARANTEES ACT
9.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the buyer acquires goods or services from the seller for the purposes of a business.
9.2 If the buyer on sells the goods to a third party, the buyer shall indemnify the seller for any losses incurred due to third party claims against the seller.
10.1 The law of New Zealand shall apply to this contract except to the extent expressly negatived or carried by this contract.
11.1 Where the terms of this contract are at variance with the order or instruction from the buyer, this contract shall prevail.
12 NON WAIVER
12.1 Failure by the seller to enforce any of the terms & conditions contained in this contract shall not be deemed to be a waiver of any of the rights seller has this contract.
13.1 Any personal guarantee made by any third party shall not exclude the buyer in any way whatsoever from the liabilities and obligations contained in this contract. The guarantors and buyer shall be jointly and severely liable under the terms and conditions of this contract.
14.1 The seller shall, without any liability, and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of goods to the buyer if the buyer fails to pay any money owing after the due date or the buyer commits an act of bankruptcy as defined in section 19 of the Insolvency Act 1967.
14.2 Any cancellation or suspension under clause 14.1 of this agreement shall not effect the seller?s claim for money due at the time of cancellation or suspension or
for any damages for any breach of any terms of this contract.
15 FORCE MAJEURE
15.1 The seller shall not be liable for delay or failure to perform its obligations if the delay or failure is beyond its control.
16.1 The buyer shall not assign all or any of its rights or obligations under this contract without the written consent of the seller.