These terms & conditions apply to all Services that we CAS New Zealand provide to you anytime, whether now or in the future. These Terms always apply except when we have expressly notified you otherwise in writing.
1.1 “CAS New Zealand” shall mean C.A.S (NZ) Limited, or any agents or employees thereof.
1.2 “Client” shall mean the Client, any person acting on behalf of and with the authority of the Client, or any person purchasing products and services from CAS New Zealand.
1.3 “Goods” shall mean:
1.3.1 all Goods of the general description specified on the front of this agreement and supplied by CAS New Zealand to the Client; and
1.3.2 all Goods supplied by CAS New Zealand to the Client; and
1.3.3 all inventory of the Client that is supplied by CAS New Zealand; and
1.3.3 all Goods supplied by CAS New Zealand and further identified in any invoice issued by CAS New Zealand to the Client, which invoices are deemed to be incorporated into and form part of this agreement; and
1.3.4 all Goods that are marked as having been supplied by CAS New Zealand or that are stored by the Client in a manner that enables them to be identified as having been supplied by CAS New Zealand; and
1.3.5 all of the Client’s present and after-acquired Goods that CAS New Zealand has performed work on or to or in which goods or materials supplied or financed by CAS New Zealand have been attached or incorporated.
1.3.6 The above descriptions may overlap but each is independent of and does not limit the others.
1.4 “Goods and Services” shall mean all goods, products, services and advice provided by CAS New Zealand to the Client and shall include without limitation the manufacture, sale and servicing of weighing equipment and associated goods and products and all charges for labour, hire charges, insurance charges, or any fee or charge associated with the supply of Goods and Services by CAS New Zealand to the Client.
1.5 “Price” shall mean the cost of the Goods and Services as agreed between CAS New Zealand and the Client and includes all disbursements eg charges CAS New Zealand pay to others on the Client’s behalf subject to clause 4 of this contract.
2.1 Any instructions received by CAS New Zealand from the Client for the supply of Goods and Services shall constitute a binding contract and acceptance of the terms and conditions contained herein.
3. COLLECTION AND USE OF INFORMATION
3.1 The Client authorises CAS New Zealand to collect, retain and use any information about the Client, for the purpose of assessing the Client’s credit worthiness, enforcing any rights under this contract, or marketing any Goods and Services provided by CAS New Zealand to any other party.
3.2 The Client authorises CAS New Zealand to disclose any information obtained to any person for the purposes set out in clause 3.1.
3.3 Where the Client is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.
4.1 Where no price is stated in writing or agreed to orally the Goods and Services shall be deemed to be sold at the current amount as such Goods and Services are sold by CAS New Zealand at the time of the contract.
4.2 The price may be increased by the amount of any reasonable increase in the cost of supply of the Goods and Services that is beyond the control of CAS New Zealand between the date of the contract and delivery of the Goods and Services.
5.1 Payment for Goods and Services shall be made in full on or before the 20th day of the month following the date of the invoice (“the due date”).
5.2 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
5.3 Any expenses, disbursements and legal costs incurred by CAS New Zealand in the enforcement of any rights contained in this contract shall be paid by the Client, including any reasonable solicitor’s fees or debt collection agency fees.
5.4 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
5.5 A deposit may be required.
5.6 Please note that progressive payments will be required on larger contracts.
6.1 Where a quotation is given by CAS New Zealand for Goods and Services:
6.1.1 Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
6.1.2 The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary;
6.1.3 CAS New Zealand reserve the right to alter the quotation because of circumstances beyond its control.
6.2 Where Goods and Services are required in addition to the quotation the Client agrees to pay for the additional cost of such Goods and Services.
7.1 The Goods and Services remain at CAS New Zealand’s risk until delivery to the Client.
7.2 Delivery of Goods and Services shall be deemed complete when CAS New Zealand gives possession of the Goods and Services directly to the Client or possession of the Goods and Services is given to a carrier, courier, or other bailee for purposes of transmission to the Client.
7.3 Any date quoted for dispatch or delivery is an estimate only. Under no circumstances will CAS New Zealand be liable for any loss or damage resulting from delayed dispatch or late delivery.
8.1 The Client authorises CAS New Zealand to contract either as principal or agent for the provision of Goods and Services that are the matter of this contract.
8.1 Where CAS New Zealand enters into a contract of the type referred to in clause 8.1 it shall be read with and form part of this agreement and the Client agrees to pay any amounts due under that contract.
9. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
9.1 Title in any Goods and Services supplied by CAS New Zealand passes to the Client only when the Client has made payment in full for all Goods and Services provided by CAS New Zealand and of all other sums due to CAS New Zealand by the Client on any account whatsoever. Until all sums due to CAS New Zealand by the Client have been paid in full, CAS New Zealand has a security interest in all Goods and Services.
9.2 If the Goods and Services are attached, fixed, or incorporated into any property of the Client, by way of any manufacturing or assembly process by the Client or any third party, title in the Goods and Services shall remain with CAS New Zealand until the Client has made payment for all Goods and Services, and where those Goods and Services are mixed with other property so as to be part of or a constituent of any new Goods and Services, title to these new Goods and Services shall deemed to be assigned to CAS New Zealand as security for the full satisfaction by the Client of the full amount owing between CAS New Zealand and Client.
9.3 The Client gives irrevocable authority to CAS New Zealand to enter any premises occupied by the Client or on which Goods and Services are situated at any reasonable time after default by the Client or before default if CAS New Zealand believes a default is likely and to remove and repossess any Goods and Services and any other property to which Goods and Services are attached or in which Goods and Services are incorporated. CAS New Zealand shall not be liable for any costs, damages, expenses or losses incurred by the Client or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. CAS New Zealand may either resell any repossessed Goods and Services and credit the Client’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Goods and Services and credit the Client’s account with the invoice value thereof less such sum as CAS New Zealand reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
9.4 Where Goods and Services are retained by CAS New Zealand pursuant to clause 9.3 the Client waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under s.121 of the PPSA.
9.5 The Client waives the right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement relating to the security interest under the Agreement.
9.6 The Client agrees that:
9.1.1 if, at any relevant time, CAS New Zealand does not at that time have priority over all other secured parties in respect of any part of the Goods, then the Client and CAS New Zealand will, for the purposes of section 109 PPSA, be deemed, in accordance with the entitlement to do so under section 107 PPSA, to have contracted out of that section but specifically on the basis that, as between them and only to the extent of that part of the Goods and the operation and application of the PPSA, that section 109 (amended only by the deletion of the words “with priority over all other secured parties”) is reinstated and contracted back into; and
9.1.2 nothing in sections 114, 133 and 134 of the PPSA shall apply to this Agreement, or the security under this Agreement, and waives the Client’s rights under sections 121. 125. 129, 131 and 132 of the PPSA.
9.7 The following shall constitute defaults by the Client:
9.7.1 Non payment of any sum by the due date.
9.7.2 The Client intimates that it will not pay any sum by the due date.
9.7.3 Any Goods and Services are seized by any other creditor of the Client or any other creditor intimates that it intends to seize Goods and Services.
9.7.4 Any Goods and Services in the possession of the Client are materially damaged while any sum due from the Client to CAS New Zealand remains unpaid.
9.7.5 The Client is bankrupted or put into liquidation or a receiver is appointed to any of the Client’s assets or a landlord distains against any of the Client’s assets.
9.7.6 A Court judgment is entered against the Client and remains unsatisfied for seven (7) days.
9.7.7 Any material adverse change in the financial position of the Client.
10. GENERAL LIEN
10.1 The Client agrees that CAS New Zealand may exercise a general lien against any Goods and Services or property belonging to the Client that is in the possession of CAS New Zealand for all sums outstanding under this contract and any other contract to which the Client and CAS New Zealand are parties.
10.2 If the lien is not satisfied within seven (7) days of the due date CAS New Zealand may, having given notice of the lien at its option either:
10.2.1 Remove such Goods and Services and store them in such a place and in such a manner as CAS New Zealand shall think fit and proper and at the risk and expense of the Client; or
10.2.2 Sell such Goods and Services or part thereof upon such terms as it shall think fit and apply the proceeds in or towards discharge of the lien and costs of sale without being liable to any person for damage caused.
11.1 No claim relating to Goods and Services will be considered unless made within seven (7) days of delivery.
12.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon CAS New Zealand which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on CAS New Zealand, CAS New Zealand’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
12.2 Except as otherwise provided by clause 12.1 CAS New Zealand shall not be liable for:
12.2.1 Any loss or damage of any kind whatsoever, arising from the supply of Goods and Services by CAS New Zealand to the Client, including consequential loss whether suffered or incurred by the Client or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods and Services provided by CAS New Zealand to the Client; and
12.2.2 If, contrary to CAS New Zealand’ disclaimer of liability contained in these terms and conditions of trade, any liability of CAS New Zealand is deemed to arise, then such liability is limited to and shall not in aggregate exceed $150,000.00 or the contract price whichever sum is the lesser.
12.2.3 The Client shall indemnify CAS New Zealand against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of CAS New Zealand or otherwise, brought by any person in connection with any matter, act, omission, or error by CAS New Zealand its agents or employees in connection with the Goods and Services.
13.1 Manufacturer’s warranty applies where applicable.
13.2 Any written warranty that CAS New Zealand provide to the Client will also form part of these terms and conditions of trade.
14. CONSUMER GUARANTEES ACT
14.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Client acquires Goods and Services from CAS New Zealand for the purposes of a business in terms of section 2 and 43 of that Act.
15. SUPERVISION OF INSTALLATION AND AFTER SALES SERVICE
15.1 For machines not requiring foundations and/or supporting structures. The price quoted includes the services of a skilled Sensortronic Scale’s technician to attend to the installation of the machine in ordinary working hours. We will maintain the machine against fair wear and tear free of charge for one year from the date of delivery. The cost of any overtime worked at your requested will be to your account.
15.2 For machines requiring foundations and/or supporting structures. The price quoted includes the service of a skilled CAS New Zealand technical to supervise the installation in ordinary working hours, you providing the necessary equipment, staging, lifting tackle etc and unskilled labour required for offload and handling at the site and undertaking the responsibility for carriage and handling and hire of test weights. The foundation or supporting structure is to be prepared by you from our drawings. You are responsible for the strength of the supporting structures also provision for any additional bearing area found necessary in the foundation. We will maintain the machine against fair wear and tear free of charge for twelve months (dynamic balancing machines for six months) from the date of delivery. Should the installation be delayed after delivery the free services period will expire on a date not later than 18 months (12 months for dynamic balancing machines) from the date of delivery. The cost of any overtime worked at your request will be to your account.
15.3 Bought out items. Any bought out items included in the quotation are covered by the conditions of manufacturers guarantee/warranty only.
15.4 Delay in installation. We reserve the right to charge for any additional costs involved should the installation be delayed beyond three (3) months from the date of despatch.
16.1 Certain equipment intended for trade use is supplied by us already stamped. Equipment not so stamped must, after installation and before being used for trade or other purposes coming under the weights and measures legislation, be verified and stamped y the local Trade & Measurement Inspector or accredited person. We will arrange this and once the equipment has been so verified and stamped it will be ready for use. Any statutory charges and the cost of hire and carriage of any necessary test weights will be for your account.
17. ELECTRICAL SUPPLY/MODEM DATA TRANSFER
17.1 Auxiliary and on-site wiring is not included in this quotation. You will where necessary:
17.1.1 Install, protect and correct all inter-connecting cable;
17.1.2 Supply all cabling and wiring where not otherwise indicated in accordance with instructions, drawings and wiring diagrams supplied by us. All of these to be expeditiously and continuously carried out.
17.2 Customer’s main supply for steady, state situations must be within 230 VAC -/- 10% and the frequency within 50HZ +/- 2% also, the mains supply and, or Customer’s electrical connections into the Sensortronic Scale’s equipment must be free of short term transients, should be electrically isolated and “clean” from both voltage and frequency variations of this nature. (The value of the 230 volt standard mains supply may be altered to other voltages if agreed with CAS New Zealand at the enquiry stage). CAS New Zealand’ accept no liability whatsoever for any problems or damage caused by or arising from unclean power supply which does not fall within the supply requirements stated above.
17.3 Electrical environment. CAS New Zealand electronic equipment has been built with “state of the art” protection from mainsborne interference. However, as the equipment has a very high precision specification, certain design parameters have to be regarded. The Customer must therefore ensure that the electrical environment surrounding the Senesortonic Scales equipment is not subject to excessive interference tin the form of electro magnetic radiation or magnetic fields. To ensure trouble free use, special attention should be paid by the Customer to ensure adequate screening around their “noisy” electrical equipment or to moving equipment likely to cause these effects away from the precious CAS New Zealand electronics and interfaces. CAS New Zealand accept no liability whatsoever for any problems or damage caused by or arising from excessive electro magnetic, magnetic or static interference.
17.4 Modem data transfer. We are unable to guarantee the reliability of data transfer file modem due to factors beyond our control and in particular the incompatibility of most PABX systems with modem connections and the design of the telephone network and accordingly to reduce possible communication problems we recommend:
17.4.1 Installation of a direct dial dedicated line to the modem, free of any PABX systems and/or party lines is required;
17.4.2 If costs permit install a direct ISDN line;
17.4.3 Check with the line supplier that the line is suitable for modem transfer of data.
18. TESTING MACHINE CALIBRATION
18.1 Testing machines are calibrated at our Principal’s Work by approved personnel and a Test Certificate covering this calibration is supplied with the machines. The machines offered can be recalibrated by our Technicians after installation and an endorsed Test Certificate issued. There is an extra charge for this additional calibration and we should be pleased to supply details of this.
19. LOAD CELLS
19.1 Many modern weighing machines include one or more strain gauge load cells as part of their mechanism. We cannot be responsible for failure of load cells due to shock or impact loading or due to the application of a load exceeding the normal strength of the machine. Likewise, CAS New Zealand cannot be responsible or liable for damage to or failure of the load cells due to electric welding out using any part of a weighbridge, mechanical structure or framing for clamping or the routing of single or 3 phase connectors, close proximity of high capacity transformers or generators or any electrical equipment capable of producing magnetic flux. Similarly, CAS New Zealand cannot accept liability for costs incurred in rectifying such faults.
20.1 CAS New Zealand shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
20.2 Failure by CAS New Zealand to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations CAS New Zealand has under this contract.
20.3 If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
20.4 The law of New Zealand shall apply to any contract between CAS New Zealand and the Client.