TERMS OF TRADE
1. Terms of contract
1.1 Any instructions received by us from you for the supply of Goods and/or Services shall constitute acceptance of the terms and conditions contained herein.
1.2 We may vary these terms in writing from time to time and any such variation will be effective from the date of publication of such terms on our website or any earlier delivery to you.
2.1 Where no price is stated in writing or agreed to orally, the price for Goods and/or Services will be as indicated on invoices provided by us to you in respect of the Goods and/or Services supplied.
2.2 Unless otherwise agreed in writing, all prices are exclusive of packaging, freight, insurance and delivery charges and Goods and Services Tax and other government duties, levies or taxes in respect of the Goods and/or Services. These will be charged at the rates applying at the time of delivery.
3.1 Unless we have agreed in writing to extend credit to you, you must pay for Goods and/or Services in full on completion of the work or pick up of your aircraft (or aviation component).
3.2 At our discretion, a discount may be applied to the invoiced amount on the basis that payment is made in full on or before the due date.
3.3 Where we have agreed to extend credit to you, you must pay for the Goods and/or Services in full, without deduction or set off, by the 20th day of the month following the date of invoice. Your payment is made only when funds have fully cleared through the bank system into our bank account.
3.4 We reserve the right to withhold any documentation and/or certification relating to the Goods and/or Services until payment is received in full.
3.5 If full payment for the Goods and/or Services is not made by the due date, then without prejudice to any other rights or remedies available to us:
(a) any discount offered to you will be deemed to be withdrawn, and you will be liable for the full invoice price;
(b) we may charge interest on overdue monies on a daily basis at 5% per annum above the current overdraft rate charged by our bankers at that time, and interest shall continue to accrue both before and after judgment; and
(c) you will be responsible for all costs (including legal costs on a solicitor/client basis) incurred by us in recovering such monies.
3.6 We reserve the right at all times to require payment in advance for procured Goods and subcontracted labour.
3.7 We may accept and apply payments from you in respect of any indebtedness, and we will not be bound by any conditions or qualifications attaching to the payments.
3.8Despite clauses 1and 3.3 above or any agreement to the contrary, all payments shall become immediately due and payable if you default under any agreement with us, become insolvent or commit any act of bankruptcy, a receiver, liquidator or statutory manager is appointed over any of your assets or undertaking or you make or attempt to make an arrangement or composition with your creditors.
4. Scope of work and additional work
4.1 An estimated scope of work for the Goods and/or Services required will be provided to you upon request. This estimated scope of work will relate solely to your individual instruction commenced, or due to commence, at the time of your request.
4.2 Should it transpire that additional work is required to complete the Services, the previously estimated scope of work is withdrawn (with an updated estimated scope of work available upon request).
4.3 For the purposes of clause 4.2, additional work includes the following:
(a) Additional work requested by you;
(b) Work required to be carried out due to existing faults or defects that would otherwise prevent completion of the Services; or
(c) Work required to be carried out due to existing faults or defects that would otherwise leave the aircraft unsafe or un-airworthy (or if the work relates to an aviation component, that would leave the aircraft unsafe or un-airworthy upon reinstallation of the aviation component).
4.4 In relation to clauses 4.3(b) or 4.3(c), we will use our best endeavours to contact you to discuss the additional work required. If you cannot be contacted within a reasonable timeframe (to be determined by us in our entire discretion), then we may, at our entire discretion, undertake the additional work.
4.5 The price of the Goods and/or Services will be adjusted to reflect any additional work undertaken under this clause.
5.1 Notwithstanding delivery/collection of the Goods or their installation, ownership in the Goods will remain with us until we have received full payment, in cash or cleared funds, of all monies owing by you to us.
5.2 Until all such monies have been paid you will keep the Goods properly stored, protected, insured, and identified as our property.
5.3 In the event of non-payment, or where the Goods are at risk, we reserve the right to enter on to your premises, uninstall and retake possession of the Goods and to keep or resell any Goods repossessed.
5.4 We reserve the right to retain any Goods procured and paid for in advance to secure payment for any Goods and/or Services which have been invoiced by us and remain unpaid (whether before or after the due date). We further reserve the right to keep or resell these Goods in the event of non-payment in satisfaction of the debt (with any balance on Goods sold payable to you).
6. Risk and delivery
6.1 Delivery of the Goods shall be deemed complete when we give possession of the Goods directly to you or possession of the Goods is given to a carrier, courier or other bailee for the purposes of transmission to you.
6.2 Your aircraft (or aviation component) is stored, worked on and operated solely at your risk. You are responsible for keeping the aircraft (or aviation component) insured at all times.
6.3 Despite clause 5 above, risk in respect of the Goods shall pass to you on delivery in accordance with clause 1 above. You are responsible for insurance of the Goods from that time.
6.4 We reserve the right to charge a storage fee if, where work has been undertaken at our premises, the work has been completed and no arrangement has been made by you for immediate collection (or where an arrangement has been made and collection has not occurred in accordance with that arrangement).
7.1 You may not cancel an order for Goods and/or Services, wholly or partly, without our written consent. As a condition of giving our consent, we may require reimbursement of any costs (including materials, supplier’s restocking costs/fees, freight and packaging, handling fees and labour) incurred by us in connection with the order up to the date of our consent.
7.2 We may cancel or suspend an order for Goods and/or Services, wholly or partly and without liability to you, in any of the circumstances set out in clause 8 above or if fulfilling the order becomes impractical or uneconomic due to any cause beyond our control.
8. Consumer Guarantees Act 1993
8.1 Where you are acquiring the Goods and/or Services for the purposes of a business (as provided in sections 2 and 43 of the CGA), the CGA shall not apply.
9. Warranties and liability
9.1 Where Goods are subject to a separate manufacturer’s guarantee, we will, where we are able to do so, pass on the benefit of that guarantee to you, without our being directly liable to you.
9.2 All warranty claims for Goods ordered for you by us from our suppliers will be directed to the manufacturer via our suppliers. We shall not be liable for any loss, cost, claim or expense in dealing with our supplier or the manufacturer in this regard.
9.3 We shall not be liable for any defect or fault arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions, misuse, or any alteration or repair of the Goods not authorised by us or for any defect arising from a drawing, design or specification supplied by you.
9.4 Where you have supplied parts to us for the purposes of the Services, this will in all respects be at your sole risk and cost, and you release us from, and indemnify us against, any loss, cost, claim or expense arising out of or in respect of the fitting, operation or use of any of your supplied parts.
9.5 To the fullest extent permitted by law:
(a) our liability under these Terms is in substitution for, and to the exclusion of, all other warranties, representations, conditions or obligations imposed or implied by law, statute or otherwise in relation to the Goods; and
(b) all liability for any indirect, special or consequential loss or damage of any kind is expressly excluded.
10. Personal Property Securities Act 1999
10.1 You acknowledge and agree that, by accepting these Terms, you grant us a security interest over the Goods and their proceeds (by virtue of the retention of title in clause 4 above).
10.2 You undertake to:
(a) do all acts and provide us on request all information we require to register a financing statement or financing change statement on the Personal Property Securities Register; and
(b) advise us immediately in writing of any proposed change in your name or other details on the Personal Property Securities Register.
(a) waive your right to receive a verification statement in respect of any financing statement or financing change statement relating to the security interest;
(b) waive your rights and, with our agreement, contract out of your rights under sections 116, 120(2), 121, 125, 126, 127, 129 and 131 of the PPSA; and
(c) agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms and, with our agreement, contract out of such sections.
10.4 Unless the context otherwise requires, the terms and expressions used in this clause 10 have the meanings given to them in, or by virtue of, the PPSA.
11. Privacy Act 1993
11.1 You authorise us to collect and hold personal information from any source we consider appropriate to be used for credit, administration, service and marketing purposes. You further authorise us to disclose personal information held by us for these purposes to any other person.
11.2 You understand that you have a right of access to, and may request correction of, personal information held by us about you.
12. Intellectual property
12.1 Neither we nor our suppliers transfer to you any right, title or interest in any copyright, trade marks, patents or other intellectual property rights in or relating to the Goods and/or Services.
12.2 In particular, any designs, drawings or specifications prepared and provided by us for you (or that are recorded in the aircraft logbooks), remains subject to our copyright any may not be reproduced without our permission.
12.3 You warrant that any designs, drawings or specifications which you provide to us will not infringe any intellectual property rights of any third party, and you agree to indemnify us, on demand, against any liability we may suffer as a result of our use of those designs, drawings and specifications.
13.1 Where you are a company, we reserve the right to require personal guarantees from your director(s).
14. General terms
14.1 Amendments: We may amend these Terms from time to time by notice to you in writing.
14.2 Waiver: No delay or failure by us to exercise our rights under these Terms operates as a waiver of those rights. A partial exercise of those rights does not prevent their further exercise in the future.
14.3 Severability: If a court decides that part of these Terms is unenforceable, the part concerned shall be deleted from the rest of these Terms, which will then continue in force.
14.4 Law: These Terms will be interpreted in accordance with and governed by the laws of New Zealand, and the New Zealand Courts will have non-exclusive jurisdiction in respect of all matters between us.
15. Defined terms and interpretation
15.1 In these Terms, the following words have the following special meanings:
“CGA” means the Consumer Guarantees Act 1993;
“Goods” shall mean Goods supplied by us to you either separately, or as part of the Services (and where the context so permits shall include the supply of Services as defined below).
“PPSA” means the Personal Property Securities Act 1999;
“Services” shall mean all Services supplied by us to you (and where the context so permits shall include any supply of Goods as previously defined) all such Services shall be as described on the invoices, quotation, work authorisation or any other forms provided by us to you and shall include any advice or recommendations;
“Terms” means these terms of trade (as amended from time to time);“we”, “our”, “us” means Avionics Canterbury Wide Limited and any of its related companies (as defined in the Companies Act 1993) from time to time; and
“you” means the person or company buying the Goods and/or Services from us and noted as the customer below.
15.2 For convenience, these Terms have been grouped under different headings, but the headings do not affect the meaning of these Terms.
15.3In these Terms references to any law include any changes to that law which are in force from time to time.