Wholesaler & Customers Terms & Conditions

WHOLESALER & CUSTOMER TERMS CONDITIONS

SWITCH-IT INNOVATIONS LIMITED (3584031)

1. Definitions
   1. “Seller” means Switch-IT Innovations Limited and any company which is directly or indirectly a subsidiary of Switch-IT Innovations Limited and any duly authorised agent.
   2. “Customer” means the wholesaler, person, authorised agent or legal entity described in the application, or stated on the invoice or order form, buying goods and/or services from Switch-IT Innovations Limited.
   3. “Goods” has the same meaning as section 2 of the Sale of Goods Act 1908 and is any goods provided by the seller to the customer.
   4. “Services” shall mean all services supplied by the seller to the customer and includes any recommendations or advice.
   5. “Price” shall mean the purchase price of the goods and any other costs.
2. Acceptance
   1. Any instructions received by the seller from the customer for the supply of goods shall constitute acceptance of the terms and conditions contained herein.
   2. No agent or representative of the seller is permitted to make any such agreements, representations, conditions or warranties not expressly confirmed by the seller in writing.
3. Privacy Act 1993
   1. The customer permits the seller to collect, use and retain any information concerning the customer, for the purpose of assessing the customers credit worthiness, to enforce any rights under this contract, or the marketing of any goods and services provided by the seller to any other party.
   2. The customer permits the seller to disclose information obtained to any person for the purposes set out in clause 3.1.
4. Payment Terms
   1. Once goods are ordered payment shall be made for goods according to the terms and conditions stated herein whether or not the goods have been delivered and this contract cannot be cancelled except where allowed at law.
   2. Payment for goods shall be made on the 20th day of the month following an invoice.
   3. Interest at the rate of 1.5% per month or part thereof may be charged on any amount owing after the due date.
   4. Any disbursements expenses and legal costs incurred by the seller for default in payment shall be paid by the customer, including any debt collection agency fees, court costs or solicitor’s fees.
   5. An administration fee of the greater amount of $25.00 or 10% of the amount overdue will be payable 30 days after due date and the seller reserves the right to terminate future supply.
   6. Payment will be accepted by cash, cheque, and electronic banking or by any other method as agreed in writing by the seller.
5. Price
   1. Prices unless otherwise stated, do not include goods and services tax, other taxes, levies or tariffs, freight or insurance charges which, if applicable, will be an extra charge to the customer.
   2. Prices will be specified on the invoice or quotation and will be the current price at time of delivery.
6. Risk and Delivery
   1. The goods remain at the sellers risk until the delivery to the customer, but when title passes to the customer the goods are at the customers risk no matter if delivery has been made or not.
   2. Delivery of goods shall be deemed complete when the seller gives possession of the goods for delivery to the customer, or possession of the goods is given to a general carrier, for delivery to the customer.
   3. The seller shall not be liable to the customer for damage or loss due to failure by the seller to deliver the goods promptly or at all.
   4. The customer is liable for the cost of delivery of the goods except where deliveries are made to wholesaler branches located within metropolitan areas. Where delivery to a delivery address nominated by a customer cannot be made the customer must pay the freight charges incurred by the seller for both the purported delivery and return of the goods.
7. Title
   1. Title in the goods passes to the customer when the customer has made payment in full for all goods supplied by the seller.
   2. The customer gives necessary authority to the seller to enter any premises occupied by the customer, at any reasonable time, to remove any goods not paid for in full by the customer. The seller shall not be liable for damages, costs or expenses or any other losses suffered by the customer as a result of this action.
8. Limitation of Liability
   1. The seller shall not be liable for any loss whatsoever suffered by the customer including loss of profits, or any consequential indirect loss, or damage of any kind arising directly or indirectly from any breach of the seller’s obligation under this contract or in tort.
   2. Where the seller is liable to the customer, the maximum cost of any liability shall not exceed the value of the goods or services provided by the seller to the customer.
9. Non Waiver
   1. Failure by the seller to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights the seller has in this contract and the seller is not liable for any indirect loss or expense to the customer.
10. Force Majeure
    1. The seller shall not be liable for failure or delay to perform its obligations if the delay or failure is beyond its control.
11. Consumer Guarantees Act 1993
    1. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the customer acquires goods or services from the seller for the purposes of a business.
    2. If the customer on sells the goods to a third party, the customer shall indemnify the seller for any losses incurred due to third party claims against the seller.
12. Jurisdiction
    1. The contract shall in all respects be deemed to be a contract made in New Zealand and the validity, construction and performance of the contract shall be governed by New Zealand law.
13. Personal Property Securities Act 1999
    1. The customer agrees that the provisions herein constitute a Security interest in Personal Property (as those terms are defined in the Personal Property Securities Act 1999 (“PPSA”)) in respect of which the seller may register a financing statement on the Personal Property Securities Register.
    2. The customer hereby waives its rights contained in sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
14. Assignment
    1. The customer shall not assign all or any of its rights or obligations under this contract without the written consent of the seller.
15. Cancellation
    1. The seller may cancel these terms and conditions or cancel delivery of goods and services at any time before the goods are delivered by giving written notice. The seller shall not be liable for any loss or damage arising from such cancellation.
    2. Should the customer cancel delivery of goods then the customer will be liable for any costs incurred by the seller.
16. Warranty
    1. For goods not manufactured by the seller the warranty shall be the current warranty provided by the manufacturer of the goods. The seller shall be under no liability whatsoever except for the express conditions as detailed and stipulated in the manufacturers warranty.
    2. Any fault in workmanship must be notified by the customer to the seller within 7 days.
17. Installation and End User Obligations
18. 1. The goods must be installed and connected by a registered electrician and the installation must comply with the requirements and best trade practices of the seller.
    2. The goods must not be installed or used where it could cause damage or loss of property or loss of life. If the goods are installed at premises where a person is on a life support or similar system required for the protection of that person’s life or well being (“the System”) then that person must have alternative measures in place should there (for example) be a failure of the goods or the electrical supply is disconnected or fails. The seller has no liability at all to such a person that has a System where there are no alternative measures in place as described in this subclause.
    3. The installer and end user will be solely responsible for the proper use and administration of the goods and nothing in these terms imposes any obligation on the seller that in any way makes the seller responsible for ensuring the appropriateness or correctness of use by the end user.
    4. The seller agrees to provide instructions to the customer or end user as to the proper means in which the goods are to be installed and used and once installed the end user is solely responsible for the on going use of the goods.
19. Miscellaneous
    1. If anything in this agreement is unenforceable, illegal or void it is severed and the rest of this agreement remains in force.
    2. The customer may not claim any counter claim or set-off against any payments due by it to the seller.
    3. Under no circumstances shall the liability of the seller exceed the price of the goods in the event of a breach of this contract.
    4. The seller may license or sub-contract all or any part of its rights and obligations without the customer’s consent.
    5. The seller reserves the right to review and change these terms and conditions at any time and will notify the customer of this in writing at which time the changes will take effect.

WEBSITE OPERATING POLICY

This website is owned and operated by Switch-It Innovations Ltd.

This website and information contained herein is provided in good faith and is intended as a general summary of information, services and an overview to our operations. It is not intended to replace qualified consultation undertaken directly with authorised representatives of the company.

Reference made on this website to independent agents, companies or organisations outside of Switch-It Innovations Ltd through use of title, logos or photographic images does not necessarily constitute recommendation or infer association.

Legal Disclaimer

1. The accuracy of any information provided on this website cannot be guaranteed, particularly since this information is subject to change.
2. All information provided is based upon current information at the time of programming. Although descriptions are believed correct, complete accuracy cannot be guaranteed.
3. Switch-It Innovations Ltd reserves the right to make changes at any time, without notice or obligation, in the information contained on this Internet site.

Privacy Statement

Switch-It Innovations Ltd appreciates your interest in our services and operation and your visit to this web site. Your privacy is important to us and we want you to feel comfortable visiting our site. The protection of your privacy in the processing of your personal data is an important concern to which we pay special attention during our business processes. Personal data collected during visits to our web site are processed by us according to the legal provisions valid for New Zealand, in which the web site is maintained. Switch-It Innovations Ltd web site may include, however, links to other web sites which are not covered by this privacy statement and which Switch-It Innovations Ltd has no control or authority over.

Collection and Processing of Personal Data

When you visit our web site, our web server automatically records your IP address, the web site from which you visit us, the web pages you actually visit and the date and length of your visit. This information is used to optimise the performance, effectiveness and relevance of our site. Personal data is only stored if volunteered by you, for example in the context of a registration, a survey, or in execution of a contract.

Use and Disclosure of Personal Data and Purpose Specification

Switch-It Innovations Ltd will only use collected data for the sole purpose of technical administration of the web site, customer administration, product surveys and marketing, only to the extent necessary in each specific case. We will only disclose your data to governmental authorities in cases where it may be required by law. Our employees, agencies, and contractors are obliged by us to respect confidentiality.

Cookies

Switch-It Innovations Ltd uses cookies to record the preferences of visitors, to enable us to optimise the design of our web site. Cookies are small files which are stored on your hard drive. They ease navigation, and increase the user-friendliness of a web site. Cookies also help us to identify the most popular sections of our web site. This enables us to provide content that is more accurately suited to your needs, and in so doing improve our service. Cookies can be used to determine whether there has been any contact between us and your computer in the past. Only the cookie on your computer is identified. Most internet browsers automatically accept cookies. You can prevent cookies from being stored on your hard drive by setting your browser to not accept cookies. The exact instructions for this can be found in the manual for your browser. You can delete cookies already on your hard drive at any time. If you choose not to accept cookies, you can still visit our website; however this may result in a reduced availability of the services provided by our web site.

Security

Switch-It Innovations Ltd uses technical and organisational security measures in order to protect the data we have under our control against accidental or intentional manipulation, loss, destruction and against access by unauthorised persons. Our security procedures are continually enhanced as new technology becomes available.