Terms of Trade

Citrox (NZ) Ltd Terms of Trade - 2009


1 Interpretation:
Definitions: In these terms of trade unless the context otherwise indicates:
"the Buyer" means the person, firm, company or corporate entity with whom Citrox enters into the Contract and its successors;
"the Contract" means any contract between Citrox (NZ) Ltd and the Buyer for the sale and purchase of goods in the form of an order.
"the Contract Price" means the price of goods as agreed between Citrox and the Buyer
"the Goods" means the inventory supplied by Citrox to the Buyer pursuant to the Contract;
"Citrox" means Citrox (NZ) Limited and its successors and assigns.

2 Contract:
2.1 Receipt of an order from the Buyer will be deemed to be acceptance by the Buyer of these terms notwithstanding anything that may be stated to the contrary in the course of the Buyer's enquiries or on the Buyer's order.
2.2 Citrox may withdraw at any time pricing schedules previously supplied the buyer.

3 Price:
The quoted price is set out in a published price list or in the quotation but does not include any government imposed levies such as goods and services tax. Unless stated separately

4 Payment:
4.1 Payment is the 20th of the month following delivery and date of the invoice.
4.2 Citrox may charge interest on any payments which are not made on the due date such interest to be calculated at the rate being 4 percentage points above the 90 day bank.
4.3 Failure to make payment on due date will constitute a default under the Contract and Citrox, may immediately exercise any or all of its remedies in respect of the default (including, but not limited to, its remedies under clause 7). The Buyer shall be liable to pay all expenses and legal costs of Citrox (calculated between solicitor and own client) in relation to Citrox obtaining or seeking to obtain a remedy for default in payment by the Buyer.
4.4 In the event that the Buyer fails to make payment on the due date, Citrox may suspend further delivery of Goods to the Buyer until the Buyer has effected payment in full.
4.5 Should any judgement be entered against the buyer for money owing to Citrox then interest at the rate specified in clause 4.2 shall accrue on all money owing under any such judgement until payment is made in full.
4.6 The Buyer shall not be entitled to withhold payment or to make any deduction from the Contract Price without the prior written consent of Citrox.
4.7 Receipt of a cheque, bill of exchange or other negotiable instrument by Citrox shall not constitute payment and the Buyer shall remain liable for the Contract Price until such cheque, bill of exchange or negotiable instrument is honoured in full.

5 Delivery:
5.1 Unless otherwise agreed in writing the Goods shall be deemed to be delivered when delivered to the place indicated by the buyer.
5.2 Cost of delivery is indicated in the price schedule supplied by Citrox.
5.3 If the Buyer fails or refuses or indicates to Citrox that it will fail or refuse to take or accept delivery then the Goods shall be deemed to have been delivered when Citrox was ready and willing to deliver them.

6 Risk and Insurance:
6.1 Notwithstanding that property in the Goods may not have passed to the Buyer on delivery, the risk of loss of, or damage to, or deterioration in the Goods passes to the Buyer upon delivery of the Goods in accordance with clause 5.1.
6.2 Until final payment has been made, the Buyer shall insure the Goods immediately following delivery against loss, damage or destruction by theft, fire or other casualty for the full replacement value of the Goods

7 Property:
7.1 Repossession: Citrox may (subject to the Personal Property Securities Act 1999 and without being responsible for damage thereby caused) for the purpose of recovery of any Goods which remain in the ownership of Citrox at any time and by its servants or agents with vehicles and machinery to be utilised for the purpose enter upon any premises where the Goods are stored or where they are thought by Citrox to be stored and may at its own discretion resume possession of them and remove them from such without prejudice to any other rights conferred on Citrox under these terms AND any authorisation in writing signed by any director of Citrox or his/her appointee shall be sufficient authority for any person to enter upon such premises for such purposes and if the Goods are stored or placed on any premises other than the Buyer's premises then the Buyer shall forthwith notify the person entitled to possession of such premises of the rights of Citrox under this clause and the Buyer shall not place the Goods in any premises where Citrox 's rights under this clause are not acknowledged by the person with possession thereof.
7.2 If the Goods the property of Citrox are mixed with goods the property of the Buyer or are processed therewith or incorporated therein, the product thereof shall become and/or shall be deemed to be the sole and exclusive property of Citrox . If the Goods the property of Citrox are mixed with goods the property of any person other than the Buyer or are processed with or incorporated therein, the product thereof shall become or shall be deemed to be owned in common with that other person in shares appropriate to their contribution in value to the finished product.
7.3 The Buyer shall, on request, disclose to Citrox all relevant information regarding the Goods and any on-sale by the Buyer.

8 Security Interest:
8.1 The Buyer acknowledges that these terms create a security interest in the Goods as security for all its obligations to Citrox under these terms which is registrable in the personal Property Securities Registry once the Personal Property Securities Act 1999 ("PPSA") comes into force.
8.2 The Buyer must sign and deliver any documents and do anything else that Citrox requires to ensure that, from the time the PPSA comes into force, Citrox has a perfected first ranking security interest in the goods under the PPSA and agrees to indemnify Citrox for any costs Citrox incurs in doing this.

9 Warranty:
9.1 Citrox warrants to the Buyer, for a period of 24 months from the date of delivery of the Goods, that the Goods will substantially conform with the specifications issued to the buyer.
9.2 It shall be the Buyer's exclusive responsibility to ensure that the Goods will be satisfactory to meet the Buyers plans or requirements in respect of the Goods.
9.3 Where any Goods supplied by Citrox do not, in the opinion of the Buyer, comply with the warranty set out in clause 9.1, the Buyer shall be entitled to return the Goods to Citrox provided that:
9.4 The Buyer agrees that it is buying the goods for the purpose of a business (as defined by the Consumer Guarantees Act 1993 and that the Consumer Guarantees Act 1993 does not apply to the supply of Goods by Citrox to the Buyer)

10 Liability:
10.1 The liability of Citrox whether in contract, tort or otherwise for any loss, damage or injury arising directly or indirectly from any defect in or non-compliance of the Goods or any other breach by Citrox of its obligations hereunder shall be limited to the replacement or repair of the defective or non-complying Goods.
10.2 Citrox shall not be liable for any consequential, indirect or special damage or loss of any kind whatsoever or for damage or loss caused by the Buyer's servants, agents, customers or other persons whomsoever.
10.3 The Buyer shall indemnify Citrox against any claim by the buyer's servants, agents, customers or other persons whomsoever in respect of any loss, damage or injury arising from any defect or non-compliance of the Goods supplied.

11 Substitution of Product:
Unless otherwise agreed in writing, Citrox may alter the formulation or design of the Goods to equal or better performance if, in Citrox's judgement, such change does not vary the results.

12 Confidentiality:
Any manuals, drawings, illustrations, specifications or information of Citrox accompanying the quotation or in the Buyer's hands either before or after the date of the quotation is strictly confidential and shall at all times remain the property of Citrox . The Buyer agrees that it will not without Citrox 's prior written consent disclose any of such information to any third party or utilise the same other than for the purposes of using the Goods.

13 Assignment:
13.1 The Buyer may not assign all or any of its rights or obligations under the Contract without the prior written consent of Citrox.
13.2 Citrox may at any time assign to any other person all or any part of the debt owing to Citrox pursuant to a Contract. Any such assignee may claim the full rights of set-off or counterclaim against the Buyer.

14 Jurisdiction:
The Contract shall in all respects be deemed to be a contract made in New Zealand and its construction, validity and performance shall be governed by New Zealand law.

15 Arbitration:
All disputes, differences or questions at any time arising between Citrox and the Buyer as to the construction hereof or as to any matter or thing arising shall be referred to the arbitration of a single arbitrator who shall be agreed upon between the parties or failing such agreement a single arbitrator to be appointed by the President for the time being of the Auckland District Law Society.

16 Force Majeure:
16.1 Delay or Failure to Perform: Neither party shall be liable for failure to perform or delay outside or beyond the reasonable control of the party failing or delaying to perform (including but without derogating from the generality of the foregoing: Act of God, public disorders, riot, war strike, embargoes, lock-out, industrial action and transport restrictions. For the purposes of this clause the solvency of a party shall be deemed to be within the party's reasonable control.
16.2 Prior Obligations: No situation of force majeure pursuant to this clause shall relieve either party of any duty or obligation under this agreement which relates to a period prior to the existence of the situation of force majeure and had arisen or been incurred prior to the existence of the situation of force majeure.

Citrox (NZ) Ltd
Terms of Trade Agreement Form


We have read and understood the Terms of Trade of Citrox (NZ) Ltd and we agree to operate under the conditions specified in the above document.

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