You acknowledge that these Sale Terms are to be read in conjunction, and supplement the Terms of Credit between You and Fletcher Building Holdings Limited.
TERMS & CONDITIONS
/ The Goods and Price
Goods are offered subject to availability. Where Goods are not available, We have no obligation to supply You. The price quoted is based on Our rates and charges in effect at the date of quotation. Any difference between those rates and charges, and Our rates and charges in effect at the time of delivery of the Goods, will be to Your account. All prices quoted are exclusive of any G.S.T. G.S.T. is payable under clause 7 unless otherwise stated by Us in writing. No order of Goods, once accepted by Us, may be cancelled or varied by You except with Our written consent. Freight and transit insurance are to Your account unless specified to the contrary by Us in writing.
Unless otherwise agreed in writing, delivery will be deemed to be effected upon the transfer of possession of Goods to You, Your agent or Your representative or Your carrier at Our premises or, if We have agreed in writing with You to deliver, or to deliver and unload, Goods other than at Our premises, upon transfer of possession to You, Your agent or Your representative, or upon unloading, if applicable, of such Goods at the agreed premises. Delivery of Goods may be by instalments. Unless delivery is to an unoccupied site, You or Your authorised representative must sign Our copy of the delivery docket or packing slip when the Goods are delivered. You will be responsible for providing adequate facilities for unloading and storage of Goods at Your or any other agreed premises unless otherwise agreed in writing. Where We agree to unload the Goods, You will pay Us any costs We incur as a result (plus G.S.T., if any). If You do not accept delivery of the Goods or should We withhold delivery pending payment or adequate arrangement as to payment or unloading, delivery will be deemed to have been made when We are or were willing to deliver the Goods, and: (a) (without limiting any other right We may have) We may charge in addition to the price of the Goods, reasonable storage and transportation charges; and (b) You will nevertheless make any payments provided herein upon the basis that such delivery has been effected.
/ Suitability of the Goods
The Goods will be subject to the relevant standard tolerances of the industry as published by Us and available on request. Subject to remaining rights under the CGA, it is Your responsibility to ensure that the grade and type of Goods chosen (including coatings and fittings) are suitable for the environment in which they will be installed and that the Goods are suitable for the treatment or processing required by You. You are also responsible for ensuring that Our advice covering all aspects of correct selection, storage, handling, installation and maintenance of the Goods has been complied with.
/ Conditions and warranties
Subject to remaining rights under the CGA, all conditions, warranties, descriptions, representations, and statements as to fitness or suitability for any purpose, tolerance to any conditions, merchantability or otherwise (whether of a like nature or not) whether express or implied by law, trade or custom or otherwise are expressly excluded to the fullest extent permitted by law. If You are a “consumer” under the Consumer Guarantees Act 1993 (CGA): (a) the CGA will not apply, and We do not undertake that facilities for repair and parts for the Goods (as applicable) will be available where You acquire or hold Yourself out as acquiring the Goods for the purposes of a business; and (b) subject to part (a), nothing in these terms and conditions affects any rights a consumer may have under the CGA. No agent or representative of Ours is authorised to make any representations, statements, warranties, conditions or agreements not expressly set forth in these terms and conditions of sale and We are not in any way bound by any such unauthorised statements nor can any such statement be taken to form part of any contract with Us collateral to these terms and conditions. You warrant that if You give Us any design or other instructions, neither You in so doing, nor We in receiving and/or following such instructions, will breach any intellectual property rights or other rights or interests of any person. You will only use Our trademarks in accordance with the terms and conditions advised by Us from time to time.
/ On-selling Goods manufactured by Us
If You on-sell Goods manufactured by Us, the following provisions apply. (a) You will not give any express guarantees or make any representations on behalf of Us, as manufacturer of the Goods, without Our written consent, except within the limits of any technical literature which may be agreed from time to time between Us and You. (b) You will, wherever appropriate, correctly advise Your customers as to the purposes to which the Goods should and should not be put in accordance with any technical literature produced by Us from time to time and best industry practice. (c) Any literature which You might supply to Your customers relating to the Goods will comply with the Consumer Guarantees Act 1993. (d) You will immediately notify Us in writing of any claim or demand that You might receive in respect of the Goods under the Consumer Guarantees Act 1993, and give Us all details of the claim or demand. (e) You will contract out of the Consumer Guarantees Act 1993 effectively and in writing whenever You agree to provide Goods manufactured by Us to Your own customer for the purpose of that customer’s business, and notify Your customer of the effect of this clause and that We do not undertake that facilities for repair and parts for the Goods (as applicable) will be available. (f) You will effectively and in writing oblige each of Your own customers to likewise contract out of the Consumer Guarantees Act 1993 and notify customers whenever such a customer agrees to supply Goods manufactured by Us to one of its own customers for the purposes of that customer’s business.
/ Defined Terms
(a) “You” or “Your” refers to the party identified in Our credit application documentation as the Customer or otherwise placing an order to purchase Goods from Us, and all of Your successors
(b) “Goods” means all mild steel, alloy steels, aluminium, copper, stainless steel, pre-painted steel, pre-painted aluminium, pre-painted stainless steel, welding and fastening products, pipe and fittings, processed flat rolled products and plate, all folded, ribbed or shaped products, underlays, fixings, claddings, natural lighting, coatings, galvanising, fittings and all other products supplied by Us to You (and includes services where appropriate) and in respect of each order of Goods placed by You, the Goods described in the invoice issued by Us in respect of such order;
(c) “Us or “We” or “Our” refers to Fletcher Steel Limited and its successors and assigns and includes its business divisions Fletcher EasySteel, Pacific Coilcoaters, Pacific Steel, Dimond, CSP Galvanizing and Fletcher Reinforcing, and (as applicable) to any security agent or security trustee that We appoint from time to time in accordance with clause 32;
(d) “Related Company” has the meaning given to it in the Companies Act 1993, and includes a “holding company” and a “subsidiary” of any body corporate as defined in the Companies Act 1993 and, when used in these terms and conditions, will mean each Related Company of Fletcher Steel Limited from time to time;
(e) “G.S.T”. means any amounts levied or charged pursuant to the Goods and Services Tax Act 1985;
(f) “default rate” has the meaning given to it in clause 8 of these terms and conditions;
(g) “PPSA” means the Personal Property Securities Act 1999;
(h) “collateral” has the meaning given to it in the PPSA;
(i) “security interest” has the meaning given to it in the PPSA;
(j) “Secured Money” means all amounts from time to time due from You to Us or any Related Company including, without limitation, under these terms and conditions (including, for the purposes of sections 71 and 72 of the PPSA, future advances under or in connection with these terms and conditions or any related or ancillary documents);
(k) “Secured Property” has the meaning given to it in clause 19 of these terms and conditions;
(l) “Enforcement Event” has the meaning given to it in clause 21 of these terms and conditions;
(m) “Receiver” means any person appointed as a receiver or receiver and manager under these terms and conditions or any collateral security;
(n) references to any legislation include that legislation as amended, and any replacement of that legislation, from time to time.