STANDARD TERMS AND CONDITIONS OF SALE
(a) Kenepuru Engineers Ltd (seller) will contract for supply on these terms only and all other conditions and warrants implied by law are expressly negated.
(b) The receipt of an order from a purchaser (buyer) of goods and, acceptance of supply of those goods will be deemed to be acceptance by the buyer of these Terms and Conditions of Sale, notwithstanding anything that may be stated to the contrary in the buyer's conditions.
Freight and transit insurances are to the buyer's account, unless expressly stated otherwise, and Kenepuru Engineers Ltd’s responsibility ceases when the materials or goods leave their factory.
The goods supplied by the seller do not include any recommendation or warrant by Kenepuru Engineers Ltd, that the goods are fit for any particular use.
(a) No claim for defective goods, shortages in quantity, lengths or weight, will be considered or allowed, unless the seller is notified of such a claim within seven days of delivery of the goods to the buyer.
(b) On receipt of such claim, Kenepuru Engineers Ltd must be given a reasonable opportunity to investigate such a claim.
(c) Defective goods - Kenepuru Engineers Ltd’s liability regarding their sale of defective goods is limited to the following options at their
(i) Replacing at the seller's store any goods which the buyer is entitled to reject.
(ii) Refunding the sale price of the goods entitled to be rejected to the buyer on receipt of return of those goods. The seller's liability to refund shall be limited to the amount which Kenepuru Engineers Ltd is able to recover from their supplier.
(d) Consequential loss - Kenepuru Engineers Ltd will not be responsible for any consequential losses including but not limited to:
(i) Delivery on any specified date.
(ii) Loss caused by factors outside the seller's control.
(iii) Material or goods supplied outside of specification requested.
(iv) The loss of, or damage to, goods either in the seller's premises or in transit, whether or not that loss or damage is caused by the negligence of the seller.
(v) Deterioration of the goods supplied, due to exposure to the elements.
(vi) Communication errors due to transmission by facsimile machines or similar, where the buyer has chosen that form of communication.
Prices quoted are based upon rates and charges in effect or nominated, on the date of quotation, and are subject to availability of material or hardware at the date of order. Any variation between those rates upon which a quotation is based, and those rates actually in effect at the time of delivery, will be to the buyer's account.
Unless otherwise agreed in writing, the terms of payment are -
(a) Strictly net.
(b) Payment is due in full on the 20th day of the month following delivery, (or within 7 days for a “cash sale”) without deductions of any nature whatsoever, whether by way of set oft, counter claim, or other equitable or lawful claim.
(c) Where a job requires work past the end of the month following commencement of the job, progress claims for work to the month’s end may be invoiced at the end of the month and are due on the 20th of the following month.
(d) Kenepuru Engineers Ltd reserves the right to treat each separate delivery as an independent and separate contract.
7. Default in Payment
Should the buyer fail to pay by due date, Kenepuru Engineers Ltd reserves the right to charge interest at current bank overdraft rates for the period that the account remains unpaid, with interest accruing on a daily basis, both before and after any court judgment to pay. All legal and other fees incidental to recover the debt will be payable by the buyer.
8. Ownership and Risk
(a) The ownership of the goods supplied by Kenepuru Engineers Ltd will remain with Kenepuru Engineers Ltd until payment for those goods has been made in full, and for payment of all other monies for the time being due and owing to the seller.
(b) Until ownership of the goods passes to the buyer, the buyer agrees -
(i) To hold the goods in trust for the seller as the seller's bailee.
(ii) To store the goods at the buyer's cost separately from other goods and clearly distinguish and identify the goods as the property of Kenepuru Engineers Ltd.
(iii) Notwithstanding that ownership of the goods has not passed to the buyer, the buyer agrees that transfer of risk in the goods is deemed to be effected upon the transfer of possession of goods to the buyer.
(iv) If prior to ownership in the goods passing to the buyer in terms of 8(a) the goods become incorporated into another object (hereinafter called the object) the buyer agrees that Kenepuru Engineers Ltd will retain a vested interest in these objects as follows:
For objects which are not a fixture, ownership of the next object shall remain with Kenepuru Engineers Ltd until such time as ownership has passed in terms of clause 8(a). The buyer may sell the object described but shall assign to the seller the sale proceeds of the same, in satisfaction or part of the debt to the seller, and if the sale prices is greater than the debt, then the assignment shall be to the extent of the amount so due.
Should the object become permanently incorporated into a fixture, the buyer shall assign to the seller, any amount due to the buyer, as consideration for goods and services rendered for the purchase of those goods from the buyer.
9. Personal Properties Securities Act
(a) In respect of the PPSA and between the seller and buyer, the buyer unconditionally and irrevocably waives the right under the PPSA to -
(i) Receive a copy of any financing statement or financing change statement.
(ii) Receive notice that the seller intends to sell the goods or to retain the goods as enforcement of the security interest (as defined in the PPSA) granted to the seller under these terms and conditions.
(iii) Object to the seller’s proposal to retain the goods in satisfaction of any obligation owed by the buyer.
(iv) Redeem the goods; and
(v) Where any goods becomes an accession as defined in the PPSA, apply to the court for an order concerning the removal of the accession.
(b) The buyer agrees not to consent to or enter into any agreement which permits any supplier or other person to register a security interest in respect of the seller's goods (whether an accession or otherwise).
(c) The buyer hereby irrevocably gives the seller, it agents and servants, leave and licence, at any time after the purchase price of the goods has become due and has not been paid, and without the necessity of giving any notice, to enter on and into any premises occupied by the buyer to search for and remove any of the goods supplied to or in which the seller has ownership and aforesaid without in any way being liable to the buyer or any person or company claiming through the buyer.