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Terms and Conditions

BizEx Limited Terms and Conditions of Trade

These BizEx Terms and Conditions of Trade explain the terms under which BizEx Limited supplies Equipment and Services to its Clients. They cover pricing, delivery, payment, confidentiality, security interests, liability, intellectual property, privacy and other conditions that apply to our business relationship.

Purpose and Application

1) These Conditions record the terms under which the Supplier will supply Equipment and/or Services to the Client. They apply to all supplies made by the Supplier to the Client from time to time and exclude any other terms put forward by or on behalf of the Client as part of an order.

Definitions and Interpretation

2) In these Conditions:

  • Client means any person or entity that purchases Equipment from, or receives Services from, the Supplier. Where applicable, this includes employees, contractors, agents and subcontractors engaged by the Client to purchase Equipment or Services from the Supplier.
  • Conditions means these Terms and Conditions of Trade.
  • Equipment means all hardware, software and accessories supplied by the Supplier to the Client.
  • Invoices means all invoices prepared by or on behalf of the Supplier and issued to the Client from time to time.
  • PPSA means the Personal Property Securities Act 1999.
  • Sales means all current and future sales of Equipment from the Supplier to the Client.
  • Services means the financial, management, ICT and accounting services provided by the Supplier.
  • Supplier means BizEx Limited, any related, owned, part-owned or designated entity, or any other party subcontracted by BizEx Limited.

3) In these Conditions:

  • Clause headings are for reference only and do not affect interpretation.
  • A reference to the Supplier includes its successors or permitted assigns.
  • If the Client comprises more than one person, each person’s liability will be joint and several.
  • References to the singular include the plural and vice versa.

Charges for Equipment and Services

4) Prices for Services and Equipment are based on the Supplier’s price list or price lists and are stated in New Zealand dollars. The Supplier may periodically review and increase its prices.

5) These Conditions apply to any estimate or quotation provided by the Supplier and to any order placed by the Client.

6) Unless the parties agree otherwise in writing, any pricing for Equipment or Services will be treated as an estimate only and will be based on information supplied by the Client.

The Client is responsible for the accuracy of the information used to prepare the estimate or quotation. The Supplier will document changes to specifications or requirements and invoice them at the actual price.

In all other cases, the Client will be treated as having submitted an order for Equipment or Services according to the Supplier’s price lists and these Conditions.

7) An estimate or quotation remains valid for 30 days from its date of issue. The Supplier may withdraw it at any time before the Client accepts it in writing.

8) If the Supplier gives the Client an estimate for goods or services and the Client places an order based on that estimate, the Supplier may accept or reject the order.

If the Supplier accepts the order, it may charge the higher of the estimated cost or the actual cost resulting from variations advised to the Client in writing.

9) Prices exclude GST unless stated otherwise. The Client agrees to pay GST and any other taxes, duties or levies that apply to the Equipment or Services supplied.

GST is payable on the same due dates as the related Equipment or Services shown on the relevant Invoice.

10) The Client is responsible for all freight costs relating to Equipment unless the Client and Supplier agree otherwise in writing beforehand.

11) If the Client cancels an accepted order for Equipment or Services, the Supplier may charge a cancellation fee of up to 100% of the invoiced value. The Client must pay this fee within seven days of the invoice date.

If a refund or exchange is negotiated with a third-party supplier following a confirmed order, the Client must pay the full cost of the Equipment. If the third-party supplier subsequently provides a refund or exchange, the Supplier will pay the Client a pro rata refund after deducting the Supplier’s expenses.

Delivery of Equipment

12) Delivery times are approximate. The Client may not cancel an Equipment order unless delivery is more than two weeks late.

13) Unless the Supplier receives written notice to the contrary within three business days of delivery:

  • a) The Equipment delivered will be treated as being in good condition.
  • b) The quantities shown on the relevant delivery advice or Invoice will be treated as correct.

Title and Risk

14) The Supplier retains title to all Equipment until the Client has paid for it in full. Until then, the Client may not resell or otherwise dispose of the Equipment.

15) Despite clause 14, the Client bears the risk of loss or damage to the Equipment from the time the Equipment is delivered.

The Client is responsible for maintaining adequate insurance to cover the full replacement cost of the Supplier’s Equipment until it has been paid for in full.

Payment Terms and Credit Arrangements

16) The Client must pay, without deduction, all amounts relating to Equipment and Services shown on the Supplier’s Invoices. Payment is due on or before the 20th of the month following the invoice date.

17) If the Supplier holds an open cheque or credit-card voucher as security for payment relating to Equipment, the Supplier may complete and bank that cheque or credit-card voucher immediately after invoicing the Client.

18) The Supplier may decline or revoke a credit application at any time and for any reason.

The Supplier may also require further security before granting or reinstating a credit account. This may include supporting guarantees where applicable.

19) The Supplier reserves the right to increase the Client Contract Rate to the Standard Rate if the Client defaults on normal payment conditions.

The Supplier may reinstate Service Contract charges after the Client maintains a current credit account for at least three calendar months from the date of the initial default.

Invoices are due for payment on the date specified on the Invoice. If the Supplier does not receive payment within seven days, it may suspend the supply of Equipment and Services and/or charge interest on the outstanding amount at a rate of 3% above the current 90-day bank bill rate.

Confidentiality

20) The Client must treat as confidential all information relating to Equipment or Services supplied by the Supplier.

The Client must not use or disclose that information to another person without first obtaining the Supplier’s written consent. This obligation continues after the obligations in these Conditions end.

Client Obligations

21) The Client is responsible for:

  • Determining whether the Equipment is suitable for its requirements.
  • Ensuring that the Equipment is used properly and only for the purposes for which it was designed.

22) The Client must not alter the Equipment or affix the Equipment to the Client’s property.

23) At the Supplier’s request, the Client must advise the Supplier of the Equipment’s location and allow the Supplier access to inspect it.

24) The Client acknowledges that:

  • a) The Supplier does not warrant or represent that Equipment or Services are suitable for the Client’s use.
  • b) The Client is responsible for ensuring compliance with relevant legislation, instructions, standards, guidelines, codes of practice, applications, installation methods and warnings.
  • c) If the Supplier provides a recommendation or advice, the Supplier is not responsible for the Client’s implementation of that recommendation or advice, or for the Client’s resulting actions or performance.
  • d) Unless an engagement letter specifically states otherwise, the Supplier will rely on information provided by the Client and will not verify that information.
  • e) The Client will advise Supplier personnel who visit the Client’s premises of all relevant health and safety requirements. This includes safety equipment, emergency evacuations, reporting accidents and hazards, and other relevant matters.

Enforcement

25) If a payment remains in arrears for seven days or more, or the Client breaches another provision of these Conditions, the Supplier may exercise its available rights and remedies.

The Supplier may recover the Equipment, or equivalent or identical equipment owned by the Client, without giving written notice. This does not affect any money that may become due to the Supplier.

If the Supplier cannot locate equivalent or identical equipment, it may seize material, equipment or plant owned by the Client to an equal value. The Client must assist the Supplier to return the Equipment immediately.

26) Without limiting any other remedies, the Supplier may terminate its agreement with the Client at any time and without notice if any of the following occurs:

  • The Client breaches any of these Conditions.
  • The Client commits an act of bankruptcy.
  • An execution or distress is levied against the Equipment.
  • If the Client is a company, an application is made or a resolution is passed to liquidate it.
  • A receiver or statutory manager is appointed over the Client’s assets.
  • An assignment or compromise is made for the benefit of creditors.
  • The Client stops trading.

When the agreement terminates, the Supplier may take possession of the Equipment.

For this purpose, the Client irrevocably appoints the Supplier as its agent and authorises the Supplier to enter land or premises owned by or under the Client’s control where the Equipment is located.

The Client agrees to indemnify the Supplier against claims, damages or expenses arising from action taken to repossess the Equipment.

27) If the Client fails to pay or otherwise breaches these Conditions, the Supplier may charge interest on the overdue balance.

Interest may run from the day after payment was due until the date the Supplier receives payment, including that day. The rate is 4% per annum above the current 90-day Bill Bank Rate charged by the Supplier’s bankers.

Interest compounds monthly on the unpaid balance owing on the first day of each month until the Supplier receives payment in full.

Interest is not payable on disputed amounts if the dispute is resolved in the Client’s favour.

The Client must also pay all recovery costs and costs incurred by the Supplier when enforcing or attempting to enforce these Conditions. This includes the Supplier’s legal costs on a solicitor/client basis.

If legal action occurs, the Client must continue to pay interest at that rate after any judgment, order or award until the Supplier receives payment in full.

28) The Client grants the Supplier a security interest, as defined in the PPSA, in the Equipment.

This includes all present and after-acquired Equipment, as defined in the PPSA, and its proceeds. The Client acknowledges that this security interest gives the Supplier rights of repossession under the PPSA or otherwise when the Supplier seeks to enforce that security interest.

Personal Property Securities Act

29) At the Supplier’s request, the Client must promptly execute documents, provide necessary information and do anything else reasonably required to perfect the Supplier’s security interest under the PPSA with the priority required by the Supplier.

This includes executing variations to these Conditions where required.

30) The Client waives its rights under the PPSA to receive a copy of any verification statement otherwise required by the PPSA.

If applicable, and to the extent permitted by section 107 of the PPSA, the Client will have no rights under sections 114(1)(a), 120 and 133 of the PPSA, including rights to receive notices.

The Client agrees, where applicable, that the Supplier may exercise its rights under sections 109 and 120 concurrently.

The Client also agrees that repossession and retention of goods under sections 120 to 123 will immediately extinguish any rights and/or interests the Client may have in those goods.

The Supplier may allocate money it receives to debts, charges and expenses in any priority it determines.

31) The Supplier may debit the Client’s account for the cost of registering a financing statement and all other costs connected with perfecting and enforcing the security interest, including full client/solicitor costs.

32) The Client must ensure that third parties who may come into contact with the Equipment are advised of the Supplier’s security interest in that Equipment.

Limitation of the Supplier’s Liability

33) The Client accepts full responsibility for claims involving injury to persons and/or damage to property caused by, connected with or arising from the Client’s use of Equipment or Services.

The Client agrees to indemnify the Supplier against those claims and related costs, whether they arise under statute or common law and including negligence by third parties.

34) The Client accepts full responsibility for safeguarding the Equipment and will indemnify the Supplier for loss, theft or damage to it.

35) The Supplier is not liable for failing to deliver Equipment on a specific date or within a specified time after receiving the order.

36) Designs or specifications supplied to the Client in connection with Equipment do not constitute a warranty or guarantee of the Equipment’s practicability, efficacy or safety.

37) To the extent permitted by law, the Supplier’s liability, whether statutory, contractual, in tort or otherwise, is limited at the Supplier’s option to either:

  • Replacement of the Equipment or Services; or
  • The value of the Equipment or Services supplied to the Client.

The Supplier is not liable for consequential, indirect or special damage or loss of any kind.

Intellectual Property

38) Supplying Equipment or Services, including developed software and software customisations, does not give the Client any right or licence to use or exploit intellectual property rights owned or otherwise held by the Supplier.

All intellectual property rights relating to the Equipment or Services remain the property of the Supplier unless the parties agree otherwise in writing.

The Client agrees to indemnify the Supplier against liability or costs incurred as a result of a breach of this clause. This clause continues after termination.

Waiver

39) A failure or delay by the Supplier to enforce a provision of these Conditions does not waive that provision.

A waiver is effective only if it is in writing. A waiver of one breach does not waive any other or subsequent breach.

No Assignment

40) The Client must not assign or transfer any of its rights or obligations under these Conditions without the Supplier’s prior written consent.

The Supplier may assign its rights or obligations without the Client’s prior approval. The Supplier may also subcontract any of its obligations.

Severance

41) If any clause becomes unenforceable, illegal or invalid for any reason, that clause will be severed.

The remaining clauses will continue in full force and will not be affected by the severed clause.

Privacy Act

42) The Client authorises the Supplier to collect, retain and use personal information about the Client, including information contained in these Conditions, for the following purposes:

  • a) Assessing the Client’s creditworthiness and undertaking a credit check.
  • b) Administering the financing, directly or indirectly, of the Client’s contract or contracts and enforcing the Supplier’s rights.
  • c) Marketing Equipment and Services provided by the Supplier.

43) The Client also authorises the Supplier to provide the information:

  • a) To any person for the purposes listed above.
  • b) To credit agencies for the purpose of maintaining effective credit records.

44) The Client acknowledges that:

  • a) The information will be treated as being held by the Supplier at the Supplier’s address, even if the Supplier provides it to other persons for the purposes described above.
  • b) Where information can be readily retrieved, the Client has the right to access it, request correction and receive notification of action taken in response to such a request, subject to payment of a reasonable charge.
  • c) The authorisations described above are irrevocable.
  • d) For the purposes of the preceding clauses, the term Supplier means BizEx Limited and includes any financier or discounter of the Supplier’s contracts and any related company of the Supplier.

Miscellaneous

45) Where the Client acquires Equipment or Services for business purposes, or represents that it is acquiring them for business purposes, the Client agrees that the Consumer Guarantees Act 1993 will not apply.

46) These Conditions, together with the payment, Equipment and Services details contained in any Invoice, constitute the entire agreement between the parties relating to the Equipment.

47) A variation to these Conditions is not valid or binding unless both parties record it in writing and sign it.

48) The Supplier reserves the right to supply any person or entity. An agreement with the Client does not create an exclusive licence, authority or contract in favour of the Client.

49) The Supplier is not liable for failing or delaying performance of a contract governed by these Conditions where the failure or delay results directly from circumstances beyond the Supplier’s reasonable control.

Such circumstances may include an act of God, labour dispute, difficulty obtaining materials, accident, legislative restriction or another similar cause.