NETPRO LIMITED TERMS OF TRADE
Netpro agrees to supply those products as described in the attached Schedule (nets) for hire to you as the customer subject to the following terms and conditions which shall prevail despite any indication to the contrary by any person acting or purporting to act on Netpro's behalf.
a. The placing by a Customer of an order will be deemed to be an acceptance by the Customer of these terms and conditions, notwithstanding anything that may be stated to the contrary on the Customer's order.
2. Installation and Dismantling
a. The Customer agrees that Netpro will be responsible for installing the Products on site and dismantling the Products on completion and the Customer will provide Netpro with the necessary access that it needs to the site in order to carry out the above.
b. The Customer agrees that neither it nor its agents are to relocate, alter or adjust the Products in any way once installed by Netpro. Any alteration or adjustment must be done only after consultation with Netpro. Netpro shall not be responsible for any damage whatsoever caused as a result of the Customer breaching its obligations under this clause.
a. The price to hire the Products will be negotiated and agreed between Netpro and the Customer prior to Netpro installing the Products on site.
b. It is the intention of the parties that the Products will remain on the Customer's site for a maximum of 3 weeks. Netpro retains the right (at its sole discretion) to charge the Customer 40c plus GST per square metre of the Products per day for every day the Products remain on the Customers site after this 3 week period. This will be an extra charge in addition to the price negotiated under clause 3.a.
c. Prices are subject to change and any change will be notified to the Customer by Netpro. The Customer is to pay the prices charged.
d. Goods and Services Tax ("GST") is payable on the Products supplied and the Customer shall pay such GST or other tax in addition to any other amount due under these terms and conditions.
e. All prices are exclusive of transport costs which must be paid by the Customer unless otherwise agreed by Netpro and the Customer in writing.
4. Terms of payment
a. Payment is due in cash two weeks from the date that Netpro issues an invoice to the Customer (unless alternative payment terms have been arranged).
b. Payment of all monies will be without set-off or deduction of any kind.
5. Date for Delivery/Installation
a. Dates for delivery, instalment and dismantling of the Products are stated in good faith but are not to be treated as a condition for the installation of those Products. If delivery of the Products is delayed for any reason outside of Netpro's control then Netpro shall not be responsible or liable in any way to the Customer or any other party for loss sustained due to such delay.
b. Where the Customer causes a delay to the agreed date for the installation or dismantling of the Products and Netpro suffers loss as a result, then the Customer shall pay to Netpro all costs associated with such loss and such costs shall be payable immediately. However, the Customer will not be liable to Netpro under this clause if the delay is caused by reasons outside of the Customer's control.
a. Where the Customer has breached any of these terms and conditions or if clause 6.c applies, then without prejudice to any of its other rights, Netpro may:
i. demand immediate payment of all or any monies owing (whether or not then due);
ii. suspend or terminate any trade terms offered to the Customer;
iii. cancel this agreement and any other contract of supply between the parties and take back possession of the Products, and the Customer agrees that Netpro may (without prejudice to any of its other rights) enter onto the Customer's site or any other place where the Products are stored by the Customer's servant or agents for that purpose and take possession of the Products;
iv. suspend or cancel without notice, deliveries of Products and provision of services ordered by the Customer;
b. Where the Customer fails to make payment within 20 days after the due date, the Customer may, at Netpro's sole discretion (without prejudice to Netpro's other rights or remedies under these terms and conditions) be liable to pay interest on the amount due from the due date until the date of actual payment at a rate equal to 1.5% per month.
c. The Customer will be in default of these terms and conditions, and Netpro shall be entitled to exercise any remedies provided in clause 6.a, or otherwise under these terms and conditions, in the following circumstances:
i. if the Customer becomes insolvent or is adjudicated bankrupt; or
ii. if a receiver is appointed in respect of the assets of the Customer; or
iii. if the Customer no longer carries on business or threatens to cease carrying on business; or
iv. if an arrangement with the Customer's creditors is made or likely to be made; or
v. if the ownership or effective control of the Customer is transferred or the nature of the Customer's business is materially altered; or
vi. if the Customer is in breach of any other contract for supply with Netpro.
d. The Customer shall pay all costs and expenses incurred by Netpro, including costs on a solicitor-client basis and debt collector's costs incurred in the recovery or attempted recovery of outstanding monies and the enforcement or attempted enforcement of these terms and conditions.
e. Payments by the Customer shall be applied first in reduction of interest and costs due pursuant to this clause 6, the balance then being in reduction of any amounts due pursuant to clause 3.
7. Ownership and risk
a. The Customer agrees that nothing in these Terms of Trade and/or the general arrangement with Netpro and the Customer will be construed as giving the Customer legal or beneficial ownership of the Products at any time.
b. The Customer indemnifies Netpro against all actions, proceedings, calls, claims, demands, losses, damages, costs, expenses or liabilities of any kind suffered or incurred by Netpro resulting from the Customer's acts or omissions as they relate to the Products while on the Customer's site.
c. The Customer will be responsible for keeping the Products safe and secure while on site and the Customer must pay to Netpro on demand the amount of all costs and expenses incurred by Netpro in making good any damage to the Products or replacing the Products resulting from the Customer's acts or omissions.
8. Limitation of liability
a. Netpro's liability in any case of defect or fault, shall be limited to the hire price of the Products in respect of which such liability arises. Netpro shall have no further liability or responsibility for any direct, indirect or consequential injury, loss or damage whatsoever and howsoever arising.
a. If any of these terms and conditions is held by a Court to be ineffective by virtue of non-registration, illegality or otherwise, then such condition, or part of it, shall be severed from all other conditions without affecting the validity or enforceability of all other conditions or part of them.
a. The Customer acknowledges that it has received a copy of these terms and conditions.
11. Proper law
a. The law of New Zealand shall govern all contracts and the Customer hereby submits to the exclusive jurisdiction of the New Zealand courts.
12. Personal Guarantee
a. In consideration of Netpro supplying the Customer, the signatory for the Customer whether signing on their own behalf or as agent or employee hereby warrants that the Customer will be able to pay the account relating to any order in full on the due date and further if the Customer defaults in making any payment by the due date the signatory hereby accepts personal liability as guarantor and not merely as a surety for the repayment of the amount then outstanding on any order together with any other charges arising as a consequence of that default.
a. Description of Products:
i. Safety netting for the construction of residential houses