1. INTRODUCTION
1.1 By signing our Customer Account Application or ordering Goods and/or Services from us you agree to be bound by these Terms. Any person signing or ordering Goods and/or Services on behalf of an entity warrants that they are authorised to do so.
1.2 By signing our Customer Account Application electronically you consent to and accept the electronic signing technology as a valid signing method and agree that it is functionally equivalent to paper based signing.
1.3 We reserve the right to amend these Terms. We will notify you of any amendments in writing. Such amendments will be effective from the date you accept the amendments, or the date you subsequently order Goods and/or Services from us.
1.4 These Terms along with the Credit Application Form and any Supplementary Terms constitute the entire agreement between us and supersede all previous agreements, arrangements or understandings. Where we have agreed in writing Supplementary Terms, those Supplementary Terms will prevail over these Terms to the extent of any inconsistency.
2. PRICE
2.1 The Price:
for Goods sold in store is our list price prevailing at the date of purchase; or otherwise
is as indicated in our invoice.
2.2 Unless otherwise stated, the Price does not include GST which will be payable in addition to the Price. If we arrange for delivery of Goods to you we may add all carriage and insurance costs (as applicable) to the Price.
2.3 We can provide you with an estimate on request. An estimate is not a quote and is not binding on us. Estimates are valid for 30 days.
3. PAYMENT
3.1 You agree to pay the Price plus GST without set-off or deduction. Payments can be made electronically by internet banking, EFTPOS, Visa, MasterCard, or by cash.
3.2 The Price plus GST is payable prior to delivery of the Goods and/or completion of the Services unless we have agreed to provide you with credit. If we provide you with credit, subject to paragraph 4, the price will be payable in full on or before the 20th day of the month following the date of our invoice.
3.3 You will not set off against, or deduct from the Price, any sums owed or claimed to be owed to you by us or withhold payment of any invoice because part of that invoice is in dispute.
3.4 We may require a non-refundable deposit before we commence supply of the Goods and/or Services to you.
3.5 Without prejudice to our other rights and remedies under these Terms or at law, if payment is not made by the due date for payment:
you may be required to pay default interest at a rate of 2% per month on any amount due and unpaid calculated from the due date until payment is made in full, compounding monthly; and
we may refer the unpaid amount to a debt collection agency to collect, in which case you will be liable for all recovery related costs (including solicitor/client costs).
4. CREDIT TERMS
4.1 We reserve the right in our sole discretion to grant or decline to grant you credit and to suspend or cancel any credit entitlement with effect from the date of notification to you. If your credit account is cancelled then all amounts outstanding will become immediately due and payable.
4.2 We reserve the right to impose a credit limit which may be altered at our sole discretion with effect from the date of notification to you. If the credit limit is at any time exceeded that will constitute a default under these Terms. We may, in addition to our other remedies, refuse to accept any further orders from you and/or withhold delivery of any Goods and/or Services ordered by you until the breach is remedied to our satisfaction.
4.3 On our request, you agree to:
present any financial or accounting statements or bank documentation required by us to determine your financial viability;
arrange for your liability to be guaranteed by third persons or secured by securities on terms satisfactory to us. These requirements may be imposed by us at any time and we may suspend your entitlement to credit and/or withhold delivery of any Goods and/or Services pending fulfilment to our satisfaction.
4.4 You warrant that in applying for credit that you have the financial means to pay for any Goods and/or Services on time and in accordance with these Terms.
4.5 You authorise us to disclose any information provided by you in the Customer Account Application to any person or organisation for the purposes of assessing your credit worthiness, or administering or enforcing these Terms. We may also disclose any information we obtain about your credit or payment history which we acquire in the course of supplying Goods and/or Services to you to any credit reporting, credit enforcement or debt collection agency.
4.6 You agree to give us prior written notice of any proposed material change of ownership, any intended cessation of your business, and any change in your details (including but not limited to: change of name, address and business practice) or any circumstance that may put you in default under these Terms.
5. DELIVERY, RISK AND TITLE
5.1 Delivery is deemed to occur when:
you take possession of the Goods at our premises; or
we (or our nominated carrier) deliver the Goods to your nominated address. The Goods are at your risk from delivery.
5.2 We will do our best to meet any estimated timeframes that we give you for completing Services and delivering Goods. However, these timeframes are not guaranteed, and we will not be liable for any claims in respect of delays. You will not be relieved of any obligation to accept or pay for the Goods and/or Services due to late delivery or completion.
5.3 We reserve the right to deliver the Goods by instalment.
5.4 Title in the Goods will not pass to you until we have received payment in full for all Goods and/or Services provided by us to you. Until title in the Goods passes to you, you must insure the Goods against any loss or damage with a reputable insurance company, store the delivered Goods separately or in some other way ensure they are readily identifiable as our property and you must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If you sell, dispose or part with possession of the Goods then you must hold the proceeds of any such act on trust for us and must pay or deliver the proceeds to us on demand.
5.5 You irrevocably authorise our representatives to enter upon any premises where the delivered Goods are stored as your agent for the purpose of repossessing them and subsequently reselling them, or enforcing the Security Interest created pursuant to these Terms.
5.6 We reserve the right to withhold delivery of the Goods or supply of the Services if you are in default of any of your obligations under these Terms. Further, you acknowledge that we have a common law worker’s lien over any vehicle we provide Goods or Services in relation to and may hold the vehicle until we have been paid the Price plus GST.
6. DEFAULT
6.1 Without prejudice to our other remedies at law or under these Terms, we are entitled to suspend or cancel all or any part of the contract recorded in these Terms upon the happening of any of the following events of default:
if any amounts payable by you to us are overdue;
if you fail to meet any obligation under these Terms;
if you become bankrupt or insolvent, if a receiver is appointed in respect of your assets, or an arrangement with your creditors is made or is likely to be made;
if you cease or threaten to cease carrying on business; or
if you are an entity ownership or effective control is transferred without our prior written consent.
6.2 Upon cancellation of the contract recorded in these Terms all sums owing by you to us will become immediately due and payable.
6.3 Where an event of default occurs we may appoint a receiver in respect of all Goods (including their proceeds) supplied to you and any such receiver may take possession of the Goods and sell them and otherwise exercise all rights and powers conferred on a receiver by law.
7. CONSUMER GUARANTEES ACT
7.1 If you are a consumer (as defined in the CGA):
nothing in these terms limits or excludes any right you have under the CGA; and
in addition to the warranties and remedies set out in paragraphs 8 and 9 below you may have additional warranties and remedies available to you under the CGA.
8. DEFAULT
8.1 You acknowledge that we are a reseller and not the manufacturer of the Goods. Goods supplied to you by us will carry the manufacturer’s warranty for the Goods.
8.2 Goods and/or Services which do not comply with any express warranty will at our discretion be repaired, replaced or re-performed (as applicable) or the Price plus GST for the affected Goods and/or Services credited to your account or refunded.
8.3 Subject to any warranties that may be available to you and the CGA and subject to any express warranties provided by us, to the maximum extent permitted by law all warranties implied by customary practice, statute or at law are excluded.
8.4 Where you are acquiring the Goods and/or Services in trade, you agree to contract out of:
the CGA so that the CGA will not apply;
sections 9, 12A and 13 of the Fair Trading Act 1986,
and you agree that it is fair and reasonable that such provisions are contracted out of.
9. LIABILITY
9.1 Our liability for any defective Goods or Services or for any cost, loss, damage or claim arising directly or indirectly in relation to any Goods or Services supplied by us, whether arising from contract, tort (including negligence) or otherwise, will be limited to (at our option): (a) repairing the goods; (b) providing you with a refund of the Price plus GST paid for the affected Goods or Services or a credit for the invoice value of the affected Goods or Services (as the case may be); or (c) replacing the affected Goods and resupplying the Services. We will not be liable in any way whatsoever to you or any third party, whether in contract, tort (including negligence) or otherwise, for any indirect, special or consequential loss or damage howsoever arising.
9.2 We are not responsible for any defect in Goods or Services that results partly or wholly from: (a) the act or omission of you or any third party (including incorrect installation, handling or maintenance of the Goods); (b) steps that have been taken to remedy an alleged problem with Goods or Services without our written consent; or (c) a cause beyond our reasonable control. We are not liable for any inability to perform our obligations, or any delay in performing our obligations, which is caused in whole or in part by circumstances beyond our reasonable control including, but not limited to, adverse weather conditions, acts of God, riots and acts, pandemic or restraints of governments or regulatory authorities.
10. CREDIT RETURNS
10.1 Goods may be returned for credit at our sole discretion, any such returns are subject to the following conditions:
Goods must be returned within 14 days of delivery and must be accompanied by a credit return stating the reasons for the return.
Goods must be in an unused, unmarked and saleable condition.
Goods must be in their original packaging.
Credit returns may be subject to a restocking / handling fee.
Goods procured overseas and electrical goods are not returnable.
Exchange parts must be cleaned and returned in the original box to receive a credit for surcharge.
11. PPSA
You agree that, under paragraph 5.4, we have a Security Interest in the Goods including in all present and after acquired property and proceeds arising in respect of the Goods for the purposes of the PPSA. You agree that we may take all steps required to perfect our Security Interest under the PPSA and you agree to promptly execute any documents and to promptly provide us with all necessary information in order to enable us to do this. To the maximum extent permitted under the PPSA, you agree to waive your rights as debtor. In particular, you agree to waive your right to receive a verification statement when we register a financing statement or a financing change statement. Nothing in these terms limits any right which we have that arises by operation of law. You will not allow a Security Interest, charge or lien to be registered over the Goods in priority to our Security Interest.
12. GOVERNING LAW
These Terms are governed by New Zealand law.
13. INTERPRETATION
"CGA" means the Consumer Guarantees Act 1993 and includes any amendments or substitutions for that Act.
“Customer Account Application” means our customer account application form you complete in order to request a credit account with us.
"Goods" all goods supplied by us to you from time to time and includes parts and consumables.
"GST" means goods and services tax pursuant to the Goods and Services Tax Act 1985.
“PPSA” means the Personal Property Securities Act 1999 and includes any amendments or substitutions for that Act.
"Price" means the price payable for the Goods and/or Services as determined under paragraph 2.
“Security Interest” has the meaning given to it in the PPSA.
“Services” means all services supplied by us to you from time to time and includes labour.
"Supplementary Terms" means any supplementary terms agreed between us in writing (including e-mail communications) relating to specific Goods and/or Services referenced in the supplementary terms but specifically excludes any terms and conditions, or contract that is submitted by you.
“Terms” means these terms and conditions as amended from time to time in accordance with paragraph 1.3.
"we", “our”, and “us” means Farmer Motor Group Limited company number 183687 trading as Farmer Autovillage.
“you” and “your” means the person or entity ordering or receiving the Goods and/or Services.
