Terms

1. GoodsX
   • The Goods/Services (including and incidental supply of Services) shall be as described on any invoices, quotation, work authorisation, or any other forms which are provided by Auxilia Business Support to the Customer.

 

2. Price and Payment
   • At Auxilia Business Support sole discretion the Price shall be as indicated on any invoice provided by Auxilia Business Support to the Customer in respect of the Goods supplied.
   • The Price shall be as indicated on invoices provided by Auxilia Business Support to the Customer in respect of the Goods/Services supplied.
   • Time for payment for the Goods/Services shall be of the essence and will be stated on the invoice, quotation, or any other order forms. If no time is stated then payment will be due seven (7) days following the date of the invoice.
   • Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to Auxilia Business Support an amount equal to any GST Auxilia Business Support must pay for any supply by Auxilia Business Support under this or any other agreement for the sale of the Goods. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

 

3. Title
   • Auxilia Business Support and the Customer agree that ownership of the Goods shall not pass until:
     • the Customer has paid Auxilia Business Support all amounts owing to Auxilia Business Support; and
     • the Customer has met all of its other obligations to Auxilia Business Support.
   • Receipt by Auxilia Business Support of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.

 

4. Personal Property Securities Act 1999 (“PPSA”)
   • Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that:
     • these terms and conditions constitute a security agreement for the purposes of the PPSA; and
     • a security interest is taken in all Goods previously supplied by Auxilia Business Support to the Customer (if any) and all Goods that will be supplied in the future by Auxilia Business Support to the Customer.
   • The Customer undertakes to:
     • sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Auxilia Business Support may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
     • indemnify, and upon demand reimburse, Auxilia Business Support for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
     • not register a financing change statement or a change demand without the prior written consent of Auxilia Business Support; and
     • immediately advise Auxilia Business Support of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
   • Auxilia Business Support and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
   • The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
   • Unless otherwise agreed to in writing by Auxilia Business Support, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
   • The Customer shall unconditionally ratify any actions taken by Auxilia Business Support under clauses 1 to 4.5.

 

5. Defects
   • The Customer shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify Auxilia Business Support of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford Auxilia Business Support an opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Auxilia Business Support has agreed in writing that the Customer is entitled to reject, Auxilia Business Support’s liability is limited to either (at Auxilia Business Support’s discretion) replacing the Goods or repairing the Goods.
   • Goods will not be accepted for return other than in accordance with 1 above.

 

6. Default and Consequences of Default
   • Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Auxilia Business Support’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
   • If the Customer owes Auxilia Business Support any money the Customer shall indemnify Auxilia Business Support from and against all costs and disbursements incurred by Auxilia Business Support in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Auxilia Business Support’s collection agency costs, and bank dishonour fees).

 

7. Privacy Act 1993
   • The Customer authorises Auxilia Business Support or Auxilia Business Support’s agent to:
     • access, collect, retain and use any information about the Customer;
     • disclose information about the Customer, whether collected by Auxilia Business Support from the Customer directly or obtained by Auxilia Business Support from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Customer.
   • Where the Customer is an individual the authorities under clause 1 are authorities or consents for the purposes of the Privacy Act 1993.
   • The Customer shall have the right to request Auxilia Business Support for a copy of the information about the Customer retained by Auxilia Business Support and the right to request Auxilia Business Support to correct any incorrect information about the Customer held by Auxilia Business Support.

 

8. Unpaid Seller’s Rights
   • Where the Customer has left any item with Auxilia Business Support for repair, modification, exchange or for Auxilia Business Support to perform any other service in relation to the item and Auxilia Business Support has not received or been tendered the whole of any moneys owing to it by the Customer, Auxilia Business Support shall have, until all moneys owing to Auxilia Business Support are paid:
     • a lien on the item; and
     • the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of uncollected goods.
   • The lien of Auxilia Business Support shall continue despite the commencement of proceedings, or judgment for any moneys owing to Auxilia Business Support having been obtained against the Customer.

 

9. General
   • The failure by Auxilia Business Support to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Auxilia Business Support’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
   • These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of Hamilton in New Zealand.
   • Auxilia Business Support shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by Auxilia Business Support of these terms and conditions (alternatively Auxilia Business Support’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
   • The Customer warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.
   • All property remain the intellectual copyright property of Auxilia Business Support. Other than for the purpose of, and subject to the conditions prescribed under Copyright Act 1994 and similar legislation that applies in your location and except as expressly authorised by these terms and conditions you many not in any form or by any means adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of this publication or commercialise any information, products or services obtained from any part of work generate by Auxilia Business Support without written permissions from the Author.