PRODUCT PURCHASE TERMS & CONDITIONS
1. We, and similar expressions, refer to Quality Tools NZ Limites (Quality Tools). You, and similar expressions, refer to you, our customer. Website means our e-commerce website at the following web address: www.qualitytools.co.nz.
2. Our conditions always apply. In return for us agreeing to consider your purchase proposal that you place on our Website, you agree that these conditions apply if we do accept your purchase proposal or if we do supply you with the goods or services (whether for cash or on credit). An accepted purchase proposal is non-cancellable.
3. Not obliged to accept purchase proposals. We are not obliged to accept any purchase proposal from you that you place on our Website. But if you do place a purchase proposal on our Website, then it becomes binding from the moment you submit the purchase proposal.
4. Our conditions overrule any other form. These conditions prevail even if they are inconsistent with anything in any earlier or later order form or similar document.
5. Prices and price variations. We may increase any agreed price or fee after we accept a purchase proposal, to cover the full amount of any increases in GST or other taxes and duties such as sales taxes, consumption taxes and stamp duty which we incur in connection with a transaction after the date of your order.
6. Taxes including GST. You must pay or reimburse us for all duties, taxes and charges, including GST, in connection with this agreement (apart from any tax calculated on our net income). Prices and fees shown on the Website are stated exclusive of GST, unless stated otherwise on the Website.
7. Delivery. We generally deliver products New Zealand-wide using New Zealand Couriers, however, we reserve the right to use other courier / delivery organisations at our discretion from time to time. Delivery fees are as follows: A flat fee of NZD$12.50 (exc. GST) for Economy delivery (2 days) applies for all of New Zealand. Standard Free delivery is only available for orders of the value of NZD$750.00 (exc. GST). We will endeavour to dispatch orders for the above delivery methods if your order is placed by 2.30pm. Estimated delivery times. Delivery times are estimates only and we are not liable for minor delays in delivery.
9. Unexpected delay. This condition applies if something happens which is beyond our reasonable control which makes it impossible, more difficult or more expensive for us to perform our obligations in our usual way. In those cases we may wait until it is again possible for us to perform our obligations in our usual way without additional difficulty or expense and we are not liable for any delay which results. Without limiting those general words, that applies where we have problems due to accidents, strikes, transport difficulties or stock shortages.
10. Our warranty. We must repair or, at our option, make a replacement available to you for any new equipment supplied by us if there is any manufacturing defect in material or workmanship within 3 months of delivery. We must repair or at our option, make a replacement available to you for any second-hand or demonstration or refurbished Quality Tools branded goods supplied by us if there is any manufacturing defect in material or workmanship within 1 month of delivery. We choose whether to repair or replace, and that is the limit of our liability under this warranty. This warranty does not cover any damage caused by the use of other than genuine Quality Tools parts or Consumable Supplies (as defined in Condition 21 below). We will only recognise a claim under this warranty if you give due notice to us in writing within 3 months after delivery by us of the equipment, or within 1 month of delivery of second-hand or demonstration or refurbished Quality Tools branded goods. The notice must state the warranty under which you are claiming and what has happened that triggers the warranty. You must bear the costs of making the claim. Your rights under this warranty are in addition to all your other rights and remedies under law. Any costs incurred by you in substituting the defective product (including investigation and location of the defective product and costs of any kind incurred in carrying out the substitution), are to be borne by you. Also our obligations are subject to our other trading conditions, including Conditions 11 â€“ 16.
11. Exclusion of implied conditions. All conditions, terms and warranties that are or might otherwise be implied by law, practice, trade usage or international convention, are excluded to the fullest extent permitted by law.
12. Sale by specification. We offer our products by specification. You decide what purpose to use them for and you alone are responsible for determining your technical requirements. Also you alone are responsible for determining whether any product we supply is fit and suitable for your purpose. Any performance figures we provide are approximations and only for general guidance: a particular performance figure, even after allowing an approximation tolerance, may not be obtainable continuously or in all circumstances. Dimensions and specifications are all subject to tolerances and may be a little more or less and are also subject to minor variations between similar items. We are not supplying any service or advice of any nature. The provisions of this Condition 12 apply despite any comment or representation made or implied by us. We intend that you do not rely on any advice from or representation by us unless made in writing and signed by one of our directors. In relation to any order you may not rely on any prior agreement, representation or negotiation by us, our agents or any third party unless made in writing and signed by one of our directors.
13. No other representations. We rely on the following warranties from you as essential conditions. You do not rely on any representation made or implied by us or arising out of or implied by our conduct, nor upon any description, illustration or specification contained in any document produced by us, including any catalogue or publicity material. To the extent that we have made or implied, or by conduct given rise to or implied, any representation that is not expressly stated in these conditions, you are not proceeding in reliance on the representation because you have had and taken the opportunity to independently check and form your own view about the significance, and the accuracy or otherwise, of the representation. Without limitation, you acknowledge that you are not relying on being able to make any claim against us, for any representation made or conduct occurring before, under or in connection with any order, beyond the claims that can be made, and the limits applying, as provided in these trading conditions.
14. Trade Practices Act etc. limits. Provisions of the Trade Practices Act and other statutes in some cases either cannot be excluded, restricted or modified; or can only be restricted or modified to a limited extent. If any provisions of those types do apply, then to the extent permitted by law our liability under those provisions is limited as follows. Our liability in relation to goods is limited at our option to replacement of the goods or the supply of equivalent goods; or repair of the goods; or payment of the cost of replacing the goods or of acquiring equivalent goods; or payment of the cost of having the goods repaired. Our liability in relation to services is limited at our option to the supplying of the services again; or the payment of the cost of having the services supplied again.
15. Liability for injury or physical damage. We do not seek to exclude our legal liability (if any) for any death or personal injury, or for any reduction in the value of physical property (things that can be touched), which is caused by our negligence (accidental lack of care). However, even where we are liable for death or personal injury or for the reduction in value of physical property, the following limits apply. We are not liable for any associated Consequential Damage (as defined in Condition 16). Also, we are not liable to the extent that something was caused or contributed to by your negligence or by the negligence of your contractors or agents or of any third party.
16. Other damages claims excluded. Except as stated above, we are not liable for, and you do not rely on being able to claim against us for, any loss or damage or Consequential Damage under or in relation to any agreement for us to supply goods, services, firmware or software or anything done or omitted in that regard or for that purpose, or in relation to any representation or conduct before, under or in respect of any order, and whether or not the possibility or potential extent of the loss or damage or Consequential Damage was known or foreseeable and whether in contract or for negligence or any other tort or for breach of statutory, fiduciary or other duty (if any) and whether or not the act or conduct was authorised or required. Consequential Damage in these conditions includes loss of use, lost production, lost income or profits, loss of opportunity, lost savings, increased or wasted expenses, delay or lost time, loss of or damage to goodwill, increased operating costs, wasted or increased financing costs, loss of or damage to data or records, loss of or unavailability of or damage to tangible or intangible property, claims made against you by others, losses or costs or expenses associated with identification, investigation, assessment, repair, replacement or servicing and any other economic loss or damage and any other special, indirect or consequential loss or damage. Subject to Conditions 15 and 16, our total aggregate liability to you shall in no event exceed the amount of fees that you have paid us with respect to the products at issue.
17. Software licences. We supply any firmware or software which comes with goods, and any additional software specified on the proposal form, under licence only. That licence is non-exclusive but perpetual and only allows use of the particular firmware and software with the goods with which it is supplied. You must not modify, reverse engineer, decompile, disassemble, create derivate works based on, sublicense, transfer or distribute the software or accompanying documentation.
18. Variations in specifications. We reserve the right to vary the specifications or performance criteria of any product from time to time and to obtain products from different sources, at our absolute discretion.
19. Availability of spare parts. We make reasonable efforts to ensure the availability of spare parts for any particular product type for at least 5 years from the first time it is or was supplied to a customer when it was new. Where spare parts are available, our ruling rates at the time will apply.
20. Shortages and pre-delivery damage. We will not recognise any claim for a shortage in a delivery or for any item being delivered in a damaged state if the claim is not made within 7 days of delivery. When you sign any delivery or consignment note or similar document on receipt of a delivery, that is conclusive evidence that you received the delivery without any shortage or damage that would have been visible on taking delivery without unpacking the goods. You carry all risk of goods in transit where you arrange for carriage.
21. Limits on cancellation. You do not have the automatic right to cancel an order or to return any goods for credit. This provision does not limit our warranty or the provisions of Condition 14. However, for purchases of Consumable Supplies, we may at our discretion agree to you cancelling an order or returning the supplies. In that case you must pay a cancellation / re-stocking fee of 25% of the amount invoiced or that would be invoiced. We will only give you credit for goods that are returned in original condition, packaging and configuration. In these conditions Consumable Supplies means the range of items that we designate from time to time, including without limitation paper, envelopes, labels, ink and toner. We will not agree to any request to cancel an order for equipment or software. If you wrongly cancel or purport to cancel an order then the damages that you have to pay to us may equal the full amount of the agreed purchase price, plus an additional cancellation/ re-stocking fee of 25% of the price in the case of Consumable Supplies, or an additional cancellation / compensation fee of 100% of the purchase price in the case of equipment and/or software.
22. Trade markings and IP Rights. You may refer to goods supplied by us by their associated names, including associated trade marks and logos, only if such reference is not misleading nor prejudicial in any way to us or our intellectual property rights. You may not remove or alter any serial numbers, trade marks or other markings or get-up, nor may you co-brand or co-logo any goods provided by us. You do not acquire any right to any of our intellectual property. You must not incorporate any of our trade marks into your trade marks, company names, internet addresses, domain names, or any other designations.
23. Publicity. We may use your name in promotional materials, including press releases, presentations and customer references regarding the sale of any goods. You give us that permission free of charge for worldwide use in any medium. However, we will obtain your prior approval for publicity that contains quotes or endorsements attributed to you.
24. IP Infringement. If there is any allegation or apprehension that any goods we have supplied to you infringe the rights of others you must tell us and give us the opportunity to modify, alter or substitute the alleged infringing item or items. This provision is in addition to our other rights.
25. Assignment and Subcontractors. We may, and you must not, assign any part of the whole of any right or benefit of any contract we have with you. We may choose to use one or more subcontractors to fulfil our obligations under any contract we have with you.
26. Variation. These conditions can only be varied by one of our authorised officers signing a document which states the variation, and the transaction to which the variation applies.
27. Personal information and data privacy. We may collect personal information about you, and in particular the person signing this agreement, in connection with our dealings with you. We will at all times abide by the Privacy Act 1993 in handling personal information about you, your business or your directors. We may transfer personal information to other companies within the Quality Tools group, to credit rating agencies, subcontractors, and other third parties engaged by us to carry out services on our behalf, or otherwise in accordance with our legitimate business needs. We may obtain personal credit reports about you for the purpose of assessing your credit application, and we may exchange your personal information with other credit agencies in case of default by you. We may also use your personal information to send details of other Quality Tools products and services which may be of interest to you.
28. Application of receipts. We may apply any payment we receive from you or on your behalf, to and between any debt you owe to us or any account you have with us.
29. Governing Law. Our agreement with you is governed by and is to be interpreted according to the laws in force in New Zealand and you submit to the non-exclusive jurisdiction of the Courts operating in New Zealand.