These terms of contract between CANYON PLASTICS GROUP (the ‘Company’) and the Buyer (the ‘Buyer’) shall apply to all orders for plastic and resin products (‘Goods’) accepted by the Company from the Buyer and that these Terms and Conditions shall prevail and take precedence over any document or oral message from the Buyer. Where the Company fails to enforce any terms or conditions under this contract the Company will not be deemed to have waived these rights with respect to any term or condition or right.
Quotation and Price
The Company shall confirm the price of goods and services as a quotation
and the Buyer shall confirm acceptance by signing the order.
No quotation shall constitute an offer unless signed by the Company and the
Company may withdraw any quotation before the Buyer’s signed acceptance.
The quotation price may be increased if the Company suffers any cost
increases which are beyond its control in the supply, production and
delivery of Goods (including increases in imported materials and duties)
between the date of Contract (or where the Contract arises from a
quotation, the date of quotation) and the date of delivery, or if the Buyer
varies or alters the requirements for the Goods. All prices are exclusive
of GST, insurance, freight and other handling charges which shall be
invoiced by the Company and payable by the Buyer.
Tools and Dies (Price, Risk and Buyer Inspection)
The price of tools and dies shall be quoted separately to the Goods.
Alternatively the Buyer may provide tools and dies for the Company to use
in manufacture. In either situation where tools and dies are damaged or
deteriorate the Buyer shall accept charges for such repair or replacement.
Where the Buyer provides tools or dies for use in manufacture the Company
warrants that it will supply the Goods according to the condition of the
tools or dies supplied by the Buyer and that liability for Goods supplied
under these circumstances shall remain with the Buyer and the Buyer will
not hold the Company responsible for any economic or consequential loss
that may be suffered by the Buyer as a result of incorrect or mistaken
instructions, specifications or tools or dies provided by the Buyer or worn
tools or dies owned by the Buyer.
The Buyer agrees that where Goods supplied have been made from tools or
dies owned by the Buyer, the Company may retain tools and dies by way of
lien against any indebtness and may take possession of such tools and dies
until the Buyer pays the Company in full for the Goods.
Payment shall be made upon delivery of the Goods except where the Company
has agreed to provide credit to the Buyer in which case payment shall be
made by the 20th of the month following date of invoice. The Buyer shall
make payment of all amounts due to the Company without any delay or
deduction whether by way of set-off, counterclaim or otherwise. If at any
time the Company reasonably deems the credit of the Buyer to be
unsatisfactory, it may require the Buyer to provide at the Buyer’s cost,
security for payment and/or the Company may suspend performance of its
obligations under this Contract until security is provided to the Company’s
satisfaction and the Company may require the Buyer to pay all costs
incurred as a result of suspension and re-commencement of supply.
Interest for late payment
The Company may charge the Buyer interest on any money’s outstanding under
the Contract on a daily basis at a rate equal to 5% above the Company’s
bank indicator lending rate. Interest is payable from the date payment was
due until the date the Company receives payment. The Company’s right to
charge interest is without prejudice to the Company’s other rights or
remedies for the Buyer’s default in failing to pay on the due date, and the
Company may suspend performance of any of its obligations and secure any
Goods in its possession until payment is made in full.
Delivery by the Company to a carrier accepted by the Buyer or delivery from
the Company’s premises when the Company advises it is ready to deliver
constitutes delivery. If the Buyer fails to take delivery the Company has
the right to charge the Buyer for costs of storage or transport or both.
Delivery of +- ten per cent of the quantity of the Goods ordered by the
Buyer constitutes performance of the Contract. The Buyer will accept a
pro-rata cost for the quantity of Goods supplied.
Goods may be delivered in instalments and charged upon delivery and in such
case each delivery will be regarded as a separate contract and Goods
delivered shall be paid by the Buyer in accordance with the Terms of
The Company will make every effort to ensure delivery of Goods but will not
be liable for any loss or damage or consequential loss to the Buyer arising
from delays in delivery.
Claims for Returned, Damaged or Defective Goods
The Company may, at its discretion, repair or replace any damaged or
defective Goods or make a reasonable allowance on the purchase of goods to
replace the Goods provided:
(a) The Buyer returns the Goods within thirty (30) days of delivery at the
Buyers cost, together with a copy of the invoice and a claim specifically
identifying the damage or defect(s); and
(b) The Company has reasonable opportunity to investigate the claim.
If the Buyer does not comply with the above requirements, the Buyer will be
deemed to have accepted the Goods and the Company will not incur any
liability whatsoever in relation to the Goods.
The Buyer agrees that claims shall not be considered in respect of Goods
(i) are not intact and in original condition
(ii) have been abused or improperly stored or suffered damage
(iii) have been sold to the Buyer on a non-refundable basis
(iv) have been sold to the Buyer on tender or in non-standard lots or
(v) are more than (12) twelve months after the date of delivery.
(vi) in the case of discrepancies in order quantity or type of Goods where
the claim is not in writing within (7) seven working days of receipt of the
Company Guarantee & Liability
The Company’s liability in respect of any claim shall relate only to
specific defects in the Goods arising from faulty materials or workmanship
of the Company from period of twelve months following the date of
The Company shall not be liable for any breach or failure to perform any of
its obligations under this contract where such breach or failure is caused
by war, civil commotion, hostilities, strike or lock out, act of God, fire,
governmental regulations or directions, or any other cause force majeure
beyond the Company’s reasonable control. The occurrence of such an event
shall not give the Buyer a right of cancellation of the contract.
Consumer Guarantees Act 1993
Nothing in these terms is intended to have the affect of contracting out of
the provisions of the Consumer Guarantees Act 1993 except to the extent
permitted by that Act where the Buyer acquires the Goods in a business to
business situation and all provisions of these terms shall be read as
modified to the extent necessary to give effect to that intention.
The Buyer shall not, in relation to the supply by the Purchaser of the
Goods, give or make any undertaking, assertion or representation in
relation to the Goods without the prior approval in writing of the Company,
and the Buyer shall indemnify the Company against any liability or cost
incurred by the Company as a result of any breach by the Buyer of this
Grounds for Termination by the Company
This Agreement may be terminated by the Company immediately on written
notice to the Buyer, if an Event of Default of payments due to the Company
by the Buyer occurs.
Default will also mean, if the Buyer:
(a) Fails to commence operation of the contract meaning orders given to the
Company on or before commencement date meaning the date of the Buyers
(b) Fails to comply with any quality or standards for the care of the Goods
issued by the Company.
(c) Shall commit any act of bankruptcy, or enter into any composition or
arrangement with creditors.
(d) Where the Buyer is a Company or incorporation do any act which would
render it liable to be liquidated or if a resolution is passed or
proceedings commenced for the liquidation of the Company or incorporation
or if a Receiver is appointed in respect of all or any assets of the
Company or incorporation.
Immediate Steps Upon Termination
Upon the termination of this agreement for any reason, all rights of the
Buyer granted by this agreement shall terminate and any Intellectual
Property provided by the Buyer to the Company shall become the property of
the Company and the Buyer will not be entitled to receive any rebate or
refund of the whole or any part of the money paid pursuant to this
No release from obligations
Terminations of this agreement shall not relieve the Buyer of its
obligations to pay all money owed by it to the Company on any account
whatsoever, which money shall be payable immediately notwithstanding that
the date for payment of the money may not have arrived. Termination of
this agreement shall not relieve the Buyer from liability arising from any
antecedent breach of the terms of this agreement.
Applicable Law for Dispute and Arbitration
In the event of any dispute between the Company and the Buyer arising out
of this Agreement, the substantive laws of New Zealand shall apply and such
dispute shall be referred to a Mediator to be agreed between the parties
and upon failure to accept the resolution of the Mediator shall be referred
to an Arbitrator to be agreed between the parties and upon failure to reach
agreement arbitration be conducted in accordance with the New Zealand
Arbitration Act 1996 and any amendments thereof and such arbitration and
legal hearings shall be conducted in New Zealand.
Where the Buyer is a Company, the person(s) referred to as guarantor'(s) in
this Agreement shall personally guarantee the obligations of the Buyer.