TERMS & CONDITIONS OF TRADE
of OHC LTD
Applies to Store and Online supplies and purchases
1.1 We will remain the owner of the Goods you purchase from us until all sums you owe us, for any reason, are paid in full in clear funds, even if you incorporate the Goods with other products.
1.2 We can always enter premises where the Goods are located (or we believe them to be located) and take possession of and/or remove them while we remain the owner (regardless of s109 of the PPSA).
1.3 If you wish to resell any Goods before you become the owner, you may do so only if the sale is genuine and made in the ordinary course of your business. You must then promptly account to us for the proceeds of the sale, and hold the proceeds in trust for us until you do so.
1.4 You acknowledge that these Terms of Supply create a security interest as defined in the PPSA in favour of us in any Goods and any proceeds of Goods and any existing or future rights in relation to Goods and that we may at any time register a financing statement on the Personal Property Securities Register to protect our security interest in the Goods.
1.5 You will not permit any third party security interest to subsist in relation to the Goods.
1.6 You will not change your name or other details without first notifying us in writing at least 14 days before such change takes effect.
1.7 While we retain ownership of Goods in your possession or under your control, you must properly store and secure the Goods, and insure the Goods for their full replacement value until the Goods are sold pursuant to clause 1.3 above or consumed in the ordinary course of your business
2.1 We may at our sole discretion register a security interest on behalf of a vendor when acting as agent but has no obligation to do so.
3. CONSUMER GUARANTEES ACT 1993
3.1 When you purchase Goods from us for business purposes then the guarantees and rights expressed or implied in the Consumer Guarantees Act 1993 in your favour do not apply to those Goods.
4.1 All warranties, conditions or obligations imposed on us by statute at law, in equity or otherwise are expressly excluded except to the extent that we cannot lawfully exclude them.
4.2 We give no representations or warranties as to the quality or condition of the Goods or that the Goods are fit for purpose.
4.3 You represent and warrant to us that:
(a) The information provided by you is true and correct and there is no information that has not been disclosed to us that would make any information untrue, inaccurate or misleading; and
(b) If you are a company, you can satisfy the solvency test in accordance with section 4 of the Companies Act 1993.
5. LIMITATION OF LIABILITY
5.1 We will not be liable for any indirect, consequential, or economic loss, cost or damage or loss of profits, loss of revenue, loss of goodwill, or loss of anticipated savings incurred by you in connection with any act or omission of ours or in relation to any error, omission or representation in any information provided to you.
5.2 We will not be in breach of our obligations to you or be liable to you:
(a) for failure to deliver by a specified date;
(b) for loss caused by anything which is beyond our control; or
(c) where we are refused a permit or permission to import the Goods.
5.3 Our liability to you for all claims (whether in contract, tort (including negligence), or by virtue of a breach of any statutory duty or otherwise) is otherwise limited to the value of the Goods supplied by us and associated with your claim or subject to the rest of this clause 15, the damage or loss you actually incur or suffer, whichever is less.
5.4 We may, at our option either:
(a) replace defective Goods; or
(b) pay you the price you paid us for the defective Goods.
5.5 We will not however replace or pay for any defective Goods:
(a) unless you notify us of the defect within 14 days of delivery of the Goods to the Delivery Point; and
(b) unless you allow us to fully investigate your claim and, if requested, return a sample of the Goods to us for inspection.
(c) if you attempt to modify or repair the Goods
5.6 You agree that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 are contracted out of where you are in trade and the Goods are acquired by you in trade.
5.7 This clause will not apply to the extent that the law prohibits us from limiting our liability.
6. DEFAULT AND CANCELLATION
6.1 You are in default if:
(a) payment due from you to us is overdue;
(b) in our opinion you are unlikely to be able to immediately pay your debts to us;
(c) you exceed the Credit Limit on your Farm Source Account or any Cards;
(d) you, being a body corporate, go into liquidation, receivership or voluntary administration;
(e) you being a person, become bankrupt; and/ or
(f) you breach any term of these Terms of Supply or are in default of any of those terms.
6.2 If you are in default:
(a) We shall be entitled to cancel all or part of your Orders accepted by us;
(b) all amounts you owe us whether due for payment or not, will be immediately due and payable;
(c) we may reclaim any Goods in your possession or control and dispose of them for our own benefit as we think fit;
(d) You will be liable to us for all costs (including legal costs on a solicitor-client basis) and damages incurred as a result of the default.
7. DISPUTE RESOLUTION
7.1 If a dispute arises the disputing parties must first discuss the dispute and, in good faith, try and settle it.
7.2 If the dispute cannot be resolved, you irrevocably and unconditionally submit to the nonexclusive jurisdiction of the courts of New Zealand and agree that the courts are a convenient forum to resolve any dispute.
8. OVERDUE PAYMENTS
8.1 You must pay Default Interest on overdue amounts. We may change the rate of Default Interest from time to time and we will advise you of any change on your monthly statement.
8.2 Every overdue payment reminder letter we send to you will incur an administration fee.
8.3 You must immediately pay all costs (including legal costs on a solicitor-client basis) incurred in collecting or attempting to collect your overdue payments and any costs incurred by us due to your breach of these Terms of Supply.
8.4 We can reverse any discounts or rebates obtained by you if payments are overdue.
9.1 Terms are strictly payment on completion of work in accordance with the foregoing and can be made by EFTPOS, online banking, credit card, or cash.
9.4 Purchaser is not to assume Terms & Conditions outside of the foregoing Terms & Conditions irrespective of any statements made by staff of OHC Ltd
9.5 Account clients must pay invoice 20th month: whether issued concurrently before 20th of current month, or by the 20th the following month if invoice date is after 20th of issue month.
10.1 The Terms & Conditions are published instore, web (here), and can be provided in written form upon request. OHC Ltd cannot be held responsible for where the Terms & Conditions are not understood by purchasers- OHC Ltd recommends independent advice if any queries arise.
10.2 Where clients are referred to our website for further product information as part of a general inquiry or for any other purpose or reference it is implied that such Terms & Conditions have been read and is therefore assumed by OHC Ltd, staff, or agents, that such Terms & Conditions have been read and understood without written acknowledgement being provided by purchaser.
10.3 Where a client or purchaser has been directed to the Website (www.ohc.co.nz) and has not visited the Website or has visited the Website and actually read the Terms & Conditions then it is deemed OHC Ltd has met all reasonable requirements in providing access to the Terms & Conditions.