TERMS OF TRADE
FARMERS BOX LIMITED (THE COMPANY)
1. DEFINITIONS
i. 'The Company' shall mean FARMERS BOX LIMITED or any associated division or company.
ii. 'The Client' shall mean the purchaser of any good or service from The Company.
iii. 'Fees' shall include all fees, taxes, or government levies and statutory charges payable in connection with carrying out any services requested by the Client.
iv. 'Disbursements' shall include any postage prepaid by the Company on behalf of the client and any other costs from third parties incurred by The Company in the course of providing any service requested by the Client.
v. 'Any Company' shall include any limited liability company; incorporated trust or society registered under the Companies Act 1993; the Incorporated Societies Act 1908; or the Charitable Trusts Act 1955.
vi. 'Any NZ Law' shall mean Public Act or Statutory Regulation enacted by the NZ Government and currently in force.
vii. 'Service' or 'services' shall include any good or service supplied by The Company to the Client in the course of business.
2. ACCEPTANCE
i. The receipt of any order or any instruction by The Company from the Client and/or use of this account will constitute acceptance of these terms and conditions and liability for any and all fees, disbursements or charges so incurred.
ii. The Client is liable for the payment to The Company of all fees, disbursements and charges incurred by or payable to The Company in the course of carrying out the Client's instructions up to the conclusion of the matter concerned or the receipt by The Company of written instructions from the Client to stop work, whichever is the
3. PAYMENT
i. All payment to be received within the set credit period from the invoice date.
ii. All other services will be invoiced at month's end and payment is due for these invoices within two weeks after the date of the invoice.
iii. The Company reserves the right to request payment of any disbursement prior to the work commencing.
iv. No payment shall be withheld for any invoice/account unless full written details of the disputed portion are sent to The Company (within seven days of receipt of invoice) along with full documentation in support of the withheld portion.
v. All costs incurred by The Company in recovery or attempted recovery of any monies payable hereunder, including debt collection costs, and solicitor's fees, shall be paid by the Client providing that those fees do not exceed the scale charges as charged normally by that debt collection agency/solicitor.
vi. The Company reserves the right to charge the interest on overdue accounts at the rate of 2.5% per month or part thereof from the date due until the date of actual payment.
vii. The Company shall be entitled without notice to terminate or suspend any credit arrangement with the Client in the event of:
· the Client being in default of any term or condition herein; or
· the Client's actions, statements or conduct repudiating the contract by making it clear it does not intend to perform its obligations under it.
· Liquidation or bankruptcy proceedings being commenced by any third party against the Client or a director of the Client company.
viii. In any of the above events, all monies owing by the Client to The Company shall be immediately due and payable notwithstanding that the time(s) for payment is yet to arrive.
ix. Notification and acceptance of an assignment of a Client's credit account (if approved) or revocation of an agent's authority shall not be deemed delivered and accepted by The Company unless confirmed by The Company in writing. The Client shall advise The Company of any alteration to the Client's entity structure and/or of any revocation of an agent's authority to purchase. Until such written confirmation is received from The Company, the Client shall remain liable for any indebtedness and The Company's conduct shall not be deemed acceptance or affirmation of an assignment or revocation.
x. The Company shall be entitled at any time during the continuance of this credit arrangement (if approved) to request such security or additional security as The Company shall in its discretion think fit and shall be entitled to withhold supply of any goods or credit arrangements until such security is provided by the Client
3.10 In the event of the liquidation or bankruptcy of the Client, The Company shall be at liberty to set off any monies owed by The Company to the Client against any payment due from the Client to The Company, whether it be by way of set off, counterclaim, credit note or otherwise.
4. LIABILITY
i. The Company shall not be liable for:
· Any loss of profits; or
· Any consequential, indirect or special loss; or
· Damage, cost or loss of any kind, arising directly or indirectly from breach of The Company's obligations to the Client however occurring including any negligence on the part of The Company.
ii. Where The Company is liable to the Client, unless otherwise agreed in writing by The Company and the Client, the maximum cost of any liability of The Company to the Client however arising shall not exceed the lesser of:
· The invoice price; or
· The value of the goods or service which are the subject of the claim.
5. CONSUMER GUARANTEES ACT 1993
i. The guarantees contained in the Consumer Guarantees Act 1993 are expressly excluded where the Client acquires goods or services from The Company for the purposes of a business.
ii. If the Client on-sells the goods to a third party, the Client agrees to indemnify The Company for any losses incurred due to third party claims against The Company as Manufacturer/Importer.
6. JURISDICTION
i. The terms and conditions contained in this agreement shall be construed in the context of NZ law. Any term or condition which appears to be in conflict with any NZ law, shall be read in accordance with the customary or established interpretation of that law by the judiciary.
ii. Where the New Zealand has a reciprocal agreement for the enforcement of New Zealand judgements with the country of the Client and/or guarantor, any litigation in relation to this agreement and/or associated guarantee shall, at The Company's discretion, be commenced in New Zealand.
The Client agrees for the purposes of determining the Court at which any action arising out of this agreement shall be heard, that any such cause of action that shall be deemed to have arisen at the registered office of The Company with the intention that all or any such legal proceedings shall be commenced and heard at the District Court or the High Court, as the case may be, nearest to the current registered office of The Company.