Terms of Trade

1. Defined Terms

‍

“Services” means all services provided to restore, repair, or enhance the interior/exterior of any vehicle due to damage or wear and tear.

‍

“PPSA” means the Personal Property Securities Act 1999 as amended or substituted from time to time. Unless the context otherwise requires, words and phrases shall have the meanings given to them in, or by virtue of, the PPSA.

‍

“Vehicles” means any vehicles supplied by you for the Services.

‍

‍

2. Terms of contract

‍

Any Services supplied to you shall be subject to these Terms unless we agree in writing to change them. If you accept deliver any vehicle to us for repair, such delivery by you will be deemed to be acceptance of these Terms, notwithstanding anything that may be stated to the contrary in your enquiries or your order.

‍

‍

3. Price

‍

3.1 Unless otherwise agreed in writing all freight, delivery, and travel charges will be additional to any price quoted. Unless otherwise agreed in writing any quoted price may be altered prior to the Services being provided to you, or before completion of repairs by us, if our costs fluctuate materially. We may withdraw any quotation before it is accepted, and in any event any quotation will lapse 30 days after it is given without notice. All prices and charges are plus GST.

‍

3.2 The price for the Services will be either as quoted to you in writing or, if no written quote is provided, pursuant to our standard charges applying at the time.

‍

‍

4. Payment

‍

4.1 Unless otherwise agreed in writing you must pay:

• a) Any deposit required to be paid at the time of signing an order; and
• b)The remaining balance for the Services provided immediately after the work has been completed.

‍

4.2 If we are required to source parts or materials from other suppliers to complete the Services and their terms of trade require money up front then this will constitute a variation to the Terms, and you are contractually obliged to pay that amount up front so that we can meet our obligations to those suppliers.

‍

4.3 If full payment for the Services is not made on the due date, then without prejudice to any other remedies available to us:

• a) We may cancel or withhold supply of further Services.
• b) You must pay interest on monies overdue at a rate equal to 5% per annum above the current unsecured overdraft rate charged by our principal trading bank, which interest shall accrue on a daily basis from the due date to the date of payment.
• c) You shall be responsible for all costs incurred by us in recovering such payment including legal costs (on a solicitor and client basis), debt collection costs and administrative charges and any costs incidental to the enforcement or attempted enforcement of our rights, remedies and powers under these Terms.
• d) We may exercise any of our remedies for default under clause 11 or at law.

‍

4.4 We shall have a full right of set-off with respect to amounts owed by you to us under these Terms, in relation to any monies owing by us to you howsoever arising. Your obligation under these Terms shall be to pay the full amount owing under these Terms free of all rights of set-off or deductions of any kind.

‍

‍

5. Ownership

‍

5.1 Ownership in any parts or materials provided as part of the Services being delivered shall not pass upon delivery, but shall remain with us until full payment for all monies owing by you to us has been made.

‍

‍

6. Liens

‍

6.1 All vehicles delivered to us or are in our possession for Services to be provided are subject to a lien for any sums owing by you to us for such Services carried out on the vehicles. Where we retain a lien over any of your vehicles and you are more than three months overdue with any monies owing, we without further notice, may sell the vehicles in such a manner and such terms as we think fit, and may from the sale proceeds repay the amounts owing to us for Services undertaken, and any expenses of sale. Any surplus will be paid to you.

‍

‍

7. Risk

‍

7.1 Unless otherwise agreed, you shall be responsible for arranging delivery of any vehicles to us.

‍

7.2 While in our possession, we carry insurance for any damage caused to your vehicles.

‍

7.3 It is your responsibility to insure the vehicles notwithstanding we carry insurance.

‍

‍

8. Warranties

‍

8.1 We shall not be liable:

• a) Where you have altered or modified the vehicles, or have subjected them to any unusual or non-recommended use, servicing or handling;

• b) For loss caused by any factors beyond our control;
• c) For any indirect or consequential loss of any kind;
• d) When the terms of any written warranty have not been complied with, or any manufactures’ handbook has not been complied with.

‍

8.2 Our total liability under any warranty in relation to the provision of Services is limited to the original price of the provision of the Services.

‍

‍

9. General Terms

‍

9.1 Mediation

If a dispute arises, the parties will try to settle the dispute by meeting together in good faith in an attempt to resolve the matter.

‍

9.2 Cancellation

You may not cancel any order without our written consent. If you do so, in addition to any other rights we may have, we may retain any deposit paid. We shall have the right to cancel any order for Services which we have accepted, if due to circumstances beyond our control it would be impractical or unreasonable to commence the Services, if any information supplied by you is materially incorrect, or if in our opinion a satisfactory repair cannot be achieved.

‍

9.3 Waiver or Variation

Waiver or variation of these Terms by us will only be effective if given in writing by an authorised person. If we waive any of these Terms the waiver will not affect our rights under these Terms at any future time.

‍

9.4 Governing Law

These Terms will be interpreted in accordance with the governed by the laws of New Zealand and the New Zealand courts will have exclusive jurisdiction in respect of all matters between us.

‍

9.5 The Privacy Act

a) You and any guarantor (if relevant) authorise us:

• i) To collect and hold personal information from any source we consider appropriate to be used for the purposes of determining credit worthiness, credit history or credit capacity, for communicating promotional activities and product information, for debt collection purposes, or for any other related purpose; and

• ii) To disclose personal information held by us for the purposes set out in 9.5(a) above to any other parties.

b) You must notify us of any changes in circumstances that may affect the accuracy of any personal or credit information that we have collected about you under these Terms.

d) You understand that you have a right of access and may request correction of personal information

held by us about you subject to the restrictions in the Privacy Act.

‍

9.6 Consumer Guarantees Act (CGA)

If the CGA applies, these terms and conditions shall be read subject to your rights under the CGA, provided that where you are you are acquiring Goods or Services for business purposes the CGA shall not apply.

‍

9.7 Express Rights

Our exercise of any express right set out in these terms is without prejudice to any other rights, powers or remedies available to us in contract, at law or in equity, including any rights, powers or remedies which would be available to us if the express right was not set out in these Terms.

‍

9.8 Third Parties

These Terms do not create any obligations enforceable by any third party.

‍

‍

10. PPSA

‍

10.1 Security:

You acknowledge and agree that:

• a) These Terms are a security agreement for the purposes of section 36 of the PPSA
• b) By assenting to these Terms, you grant a security interest (by virtue of the retention of title clause in clause 5 of these Terms) to us in all Vehicles in our possession; and
  • a) These Terms shall apply notwithstanding anything, express or implied, to the contrary contained in your purchase order; and
  • b) The security interest will continue until you have paid all amounts owing.
‍

10.2 Financing Statement:

You undertake to:

• a) Sign any further documents and/or provide any further information (which information you warrant to be complete, accurate and up to date in all respects) which we may reasonably require to enable registration of a financing statement or financing change statement on the Personal Property Securities Register; and

• b) Indemnify (and if requested reimburse) us for all expenses that we incur in registering a financing statement or financing change statement or releasing the vehicles charged by the statement; and

• c) Not register a financing change statement or a change demand in respect to the vehicles (as those Terms are defined in the PPSA) without our prior written consent; and

• d) Give us not less than 14 days prior written notice of any proposed change in your name and/or any

• e) other changes in your details (including but not limited to, changes in your address, facsimile number, trading name or business practice.)

‍

10.3 Waiver and contracting out

• a) Unless otherwise agreed to in writing by us you waive the right to receive a verification statement in respect of any financing statement or financing charge statement relating to the security interest.
• b) To the maximum extent permitted by law, you waive your rights and, with our agreement, contract out of your rights under the sections referred to in sections 107 (2) (c), (d), (e), (g), (h) and (i) of the PPSA;
• c) You agree that nothing in sections 114 (a), 133 and 134 of the PPSA shall apply to these Terms and, with our agreement, contract out of such sections.
• d) If and for so long as we are not the secured party with priority over all other secured parties in respect of any particular vehicles, you and we agree that section 109 (1) of the PPSA does not apply to those particular vehicles.

‍

‍

11. Default

‍

11.1 If we have reasonable grounds to believe that:

• a) You are in default of these Terms;
• b) You have become insolvent or have ceased or threatened to cease to carry on all or substantially all of your businesses or operations;
• c) The vehicles are “at risk" as that term is defined in the PPSA
• d) A receiver or manager has been appointed in respect of any part or the whole of your assets or business;

• e) Any resolution has been passed, or proceedings have been commenced to wind you up;

• f) You neglect or fail to carry on your business to our reasonable satisfaction or if there is a significant deterioration in your trading or asset position
  We may:
• g) Not supply you with any more Services, or defer supplying you with them; and
• h) Enforce our security interest in the vehicles.