Terms and Conditions of Trade
1.1 Company shall mean Peak Valet Detail and Grooming Limited and its successors and assigns.
1.2 Customer shall mean the purchaser of goods and services from the Company or any person acting on behalf of and with the authority of the Customer.
1.3 Guarantor means that person (or persons), or entity that agrees to be liable for the debts of the Customer on a principal debtor basis.
1.4 Goods shall mean all goods supplied by the Company to the Customer (and where the context permits include any supply of Services).
1.5 Services shall mean all services supplied by the Company to the Customer and includes any advice or recommendations (and where the context permits includes any supply of Goods).
1.6 Price means the price payable for the Goods and Services as agreed between the Company and the Customer subject to clause 3 of this agreement.
1.7 Vehicle means the vehicle identified on the front page of these terms and provided by the Customer to the Company for the provision of services.
2.1 Any instructions received by the Company from the Customer for the supply of Goods or Services shall constitute acceptance of the terms and conditions contained in this agreement. 2.2 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments due under this agreement.
3.1 At the Company’s sole discretion, the Price shall be either;
3.1.1 The Price as indicated on invoices provided by the Company to the Customer in respect of Goods and Services supplied; or
3.1.2 The Company’s quoted Price (subject to clause 6 below), which shall be binding on the Company provided that the Customer accepts in writing the Company’s quotation within thirty (30) days of the date of the quotation.
3.2 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 the Company between the date of the contract and delivery of the Goods and Services.
3.3 Labour costs include any time spent traveling to and from the workshop to the Customer, including any time taken to procure any materials and goods required for the job.
3.4 The Company’s prices are exclusive of Goods and Services Tax (GST) unless otherwise stated, and the Customer is required to pay GST in addition to the price.
4.1 Payment terms will be stated on each invoice. Accounts are strict to be paid in full 14 days following the date of invoice or the date that is stated on the invoice (whichever date is the earliest). Payment must be made by way of cash, direct credit, or any other method as agreed to between the Company and the Customer.
4.2 The Company reserves the right to request payment for any Goods and Services prior to commencement of works.
4.3 The Customer may not deduct, set off or withhold any amount from any money owing to the Company other than prior approved retentions as per Construction Contracts Act 2002.
5.1 The following shall constitute an event of default by the Customer:
5.1.1 Any amount due to the Company by the Customer becomes overdue, or in the Company’s opinion the Customer will be unable to pay its debts as they fall due;
5.1.2 The Customer advises that it will not pay any amounts due to the Company by the due date; 5.1.3 the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors, or;
5.1.4 a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer,
5.1.5 Any material adverse change in the financial position of the Customer; or
5.1.6 The Customer changes or proposes to change its name without first notifying the Company of the new name not less than 7 days before the change takes effect.
5.2 In the event of the Customer being in default then in addition and without prejudice to the Company’s other remedies at law and under this agreement:
5.2.1 All amounts owing to the Company shall immediately become due and payable; 5.2.2 The Company shall be entitled to cancel all or any part of any order of the Customer which remains unperformed;
5.2.3 The Customer shall at the Company’s discretion (and without affecting any other right the Company may have), pay default penalty interest of 5% per month on any amount outstanding to the Company; and
5.2.4 The Customer shall also be liable to pay any expenses, disbursements, or legal expenses incurred by the Company in the enforcement of any rights contained within this agreement, including any reasonable solicitor’s fees or debt collection fees.
6.1 Where a quotation is given by the Company for Goods and Services:
6.1.1 The quotation will be valid for 30 days from the date of issue of the quotation unless otherwise stated.
6.1.2 The quotation shall be exclusive of GST unless otherwise stated.
6.1.3 All goods and services are subject to supplier availability and supplier price variation. If there is a substantial change, this will necessitate a price review.
- Ownership and Risk of Vehicles
7.1 The Customer confirms they are the registered owner of the Vehicle or are authorised by the registered owner to accept these Terms of Trade.
7.2 The Vehicle remains at the risk of the Company until delivery to the Customer. Delivery shall be deemed complete when the Customer retrieves their Vehicle.
7.3 If the Vehicle is damaged or destroyed prior delivery to the Customer, the Company is entitled, without prejudice to any of its other rights or remedies under this agreement (including the right to receive payment of the balance of the Price for the Services), to receive all insurance proceeds payable in respect of the Vehicle. This applies whether or not the Price has become payable under this agreement. The production of this agreement by the Company is sufficient evidence of the Company’s rights to receive the insurance proceeds without the need for any person dealing with the Company to make further inquiries.
7.4 Upon collection of the vehicle the Customer is deemed to have inspected the condition of the vehicle in full and accepted its condition and the Goods and Services supplied by the Company.
- Ownership of Goods
8.1 Title and ownership in any Goods supplied by the Company to the Customer shall not pass to the Customer until:
8.1.1 The Customer has paid all amounts owing for the particular Goods; and
8.1.2 The Customer has met all other obligations due by the Customer to the Company in respect of all agreements between the Company and the Customer, and that the Goods, or proceeds of the sale of the Goods, shall be kept separate until the Company shall have received payment and all other obligations of the Customer are met.
8.2 It is further agreed that:
8.2.1 Until such time as ownership of the Goods shall pass from the Company to the Customer the Company may give notice in writing to the Customer to return the Goods or any of them to the Company. Upon such notice, the rights of the Customer to obtain ownership or any other interest in the Goods shall cease.
8.2.2 If the Customer fails to return the Goods to the Company then the Company or the Company’s agent may enter upon and into land and premises owned, occupied or used by the Customer, or any premises as the invitee of the Customer, where the Goods are situated and take possession of the Goods, without being responsible for any damage thereby caused.
- Personal Property Securities Act 1999 (PPSA)
9.1 Upon agreeing to these terms and conditions in writing the Customer acknowledges and agrees that: 9.1.1 These terms and conditions constitute a security agreement for the purposes of the PPSA; and
9.1.2 A security interest is taken in all Goods previously supplied by the Company to the Customer (if any) and all Goods that will be supplied in the future by the Company to the Customer during the continuance of the parties relationship.
9.2 The Customer undertakes to:
9.2.1 sign any further documents and/or provide any further information, such information to be complete, accurate, and up-to-date in all respects, which the Company may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register (PPSR);
9.2.2 indemnify, and upon demand reimburse, the Company for all expenses incurred in registering a financing statement or financing change statement on the PPSR or releasing any Goods charged thereby;
9.2.3 not register a financing change statement or a change demand without the prior written consent of the Company;
9.2.4 give the Company not less than fourteen (14) days prior written notice of any proposed change in the Customer’s name and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s address, facsimile number, or business practice); and
9.2.5 immediately advise the Company of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales. 9.3 The Company and the Customer agree that nothing in sections 114(1)(a), 133, and 134 of the PPSA shall apply to this agreement.
9.4 The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131, and 132 of the PPSA.
9.5 Unless otherwise agreed to in writing by the Company, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
9.6 The Customer unconditionally ratifies any actions taken by the Company under and by virtue of the power of attorney was given by the Customer to the Seller under clauses 9.1 to 9.5.
10.1 All warranties, terms, and conditions (including, without limitation, warranties and conditions as to fitness for purpose and merchantability), whether express or implied by statute, common law or otherwise, are hereby excluded to the extent permitted by law.
10.2 Subject to the conditions of warranty set out in Clause 10.1 above, the Company warrants that if any defect in any workmanship manufactured by the Company becomes apparent and is reported to the Company within twelve (12) months of the date of delivery (time being of the essence) then the Company will (at the Company’s sole discretion) repair the defect or replace the workmanship.
10.3 The conditions applicable to the warranty given by Clause 10.2 are:
10.3.1 The warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
(a) Failure on the part of the Customer to properly maintain any Goods; or
(b) Failure on the part of the Customer to follow any instructions or guidelines provided by the Company; or
(c) Any use of any Goods otherwise than for any application specified on a quote or order form; or
(d) The continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
(e) Fair wear and tear, any accident or act of God.
10.3.2 The warranty shall cease and the Company shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered, or overhauled without the Company’s consent.
10.3.3 In respect of all claims the Company shall not be liable to compensate the Customer for any delay in either replacing or repairing the workmanship/Goods or in properly assessing the Customer’s claim.
10.4 For Goods not manufactured by the Company but installed by the Company within the manufacturer’s specifications and recommendations, the warranty shall be the current warranty provided by the manufacturer of the Goods. The Company shall be under no liability whatsoever except for the express conditions as detailed and stipulated in the manufacturer’s warranty.
- Consumer Guarantees Act
11.1 If the Customer is acquiring or holding itself out as acquiring Goods or Services under this agreement for business purposes, then the Consumer Guarantees Act 1993 will not apply.
- Personal Information
12.1 Any personal information that the Customer supplies to the Company is confidential. The Company may need to disclose the Customer’s information to its agents or other organisations, but only as needed to carry out the Company’s Services, or as required by law.
12.2 The Company may store some or all of the Customer’s personal information and use it for marketing and research purposes. The Company will never sell the Customer’s personal information to any other company.
12.3 The Company may use photographs of the Customer’s Vehicle for marketing and social media purposes and the Customer consents to such use. This will be done in such a way as to protect the Customer’s personal information including names and registration numbers.
- Limitation of Liability
13.1 The Company shall not have any liability or responsibility to the Customer for any loss, damage or injury, whether arising in contract, tort, equity or otherwise, which does not flow directly or naturally (i.e. in the ordinary course of things) from a breach of this agreement including, in each case, consequential loss of business or profits or other loss.
- Intellectual Property
14.1 The Customer warrants to the Company that all designs or instructions to the Company will not cause the Company to infringe any patent, registered design or trademark in the execution of the Customer’s order.
- Personal Guarantee or Company Directors or Trustees
15.1 If the Customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for the Company agreeing to supply Goods and Services and grant credit to the Customer at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to the Company the payment of any and all monies now or hereafter owed by the Customer to the Company and indemnify the Company against non-payment by the Customer. Any personal liability of a signatory hereto shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.
16.1 The Company will not be liable for failure to meet its obligations if the failure is brought about by a force majeure circumstance (i.e. any circumstances outside the Company’s control). 16.2 Except as specifically provided, no amendment to this agreement will be effective unless it is in writing and signed by both parties.
16.3 No exercise or failure to exercise or delay in exercising any right or remedy by a party shall constitute a waiver by that party of that or any other right or remedy available to it.
16.4 If any provision of this agreement or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of this agreement and its application shall not be affected and shall remain enforceable to the greatest extent permitted by law.
16.5 This agreement shall be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.