(a) If the Seller manufactures the goods the Seller warrants the manufacture against faulty workmanship for a period of six months from the date of delivery of the goods.
(b) The Seller warrants that the manufactured goods will substantially conform with written specifications supplied by the Buyer.
(c) If the Seller supplies goods outside the Seller’s general range of goods and/or manufactures specifically to the Buyer’s specifications or other requirements, the Seller reserves the right to deliver up to 10% over or under the quantity so specified by the Buyer.
(d) A claim under this clause must be in writing to the Seller within six (6) months from the date of delivery of the goods and no claim can be made under this clause
unless and until the price is paid in full. The Buyer must also give the Seller notice of any defect in the goods within seven (7) days of the defect becoming apparent. (e) The Seller’s liability under this clause will be limited in its sole discretion to; (i) Restoring the goods in conformity with the written specification supplied by the Buyer or
(ii) Replacing the goods or
(iii) Refunding the price.
(iv) Any repairs will be done at such place as the Seller specifies and the Buyer is responsible for cartage of the goods or parts of the goods as is necessary to and from the place so specified.
(v) The repair of the goods under this clause does not include the cost or removal of defective material and fixing replacement material. (vi) The warranty under this clause does not apply to goods repaired by any person not authorised by the Seller and does not apply if the goods are used for purposes other than that for which they were intended.
In the event that the Seller agrees to sell “ex yard” delivery will be deemed complete when the Seller has placed the goods at the disposal of the buyer or delivered the goods into the possession of the freight company transporting the goods on behalf of the buyer.
(a) The Seller warrants only that the goods are of the quality agreed. There are no other warranties of merchantability or fitness for a particular purpose and all other representations, statements, warranties or conditions whether statutory or made by any representative or agent of the Seller or otherwise whether express or implied are hereby excluded.
(b) The Seller shall have no liability in respect of quality or otherwise unless the Buyer notifies the Seller in writing of its claim within seven (7) days after the delivery. The Seller shall have the option, exercisable at its discretion to repair or replace any goods in respect of which any claim is made and proven, or to refund a portion of the applicable price, thereto, thereby fully discharging all legal liability of the Seller.
(c) The Seller shall not be liable for any loss of profits or any consequential, indirect or special loss, damage or injury of any kind whatsoever suffered by the Buyer.
(d) The Buyer shall indemnify the Seller and hold it harmless against any claim by any of the Buyer’s employees, agents, contractors, customers or by any other person in respect of any loss, damage or injury arising directly or indirectly from any breach of any of the obligations of the Seller or from any negligence on the part of the Seller in respect of goods supplied to the Buyer.
(a) Ownership of the goods shall not pass to the Buyer and any proceeds of sale of the goods shall belong to the Seller until the Buyer has paid for the goods in full.
(b) The Buyer acknowledges and agrees that the Seller may register any security interest that the Seller has in respect of the goods and their proceeds on the Personal Property Securities Register and that such security interest survives until the goods are paid for in full.
(c) Until the Seller has received payment in full for the goods, the Buyer acknowledges and agrees that:
(i) The Seller supplies the goods to the Buyer on the condition that the Seller has a PMSI in the goods;
(ii) In relation to goods that are inventory, the Buyer will not allow any non purchase money security interest to arise in respect of the goods unless the Seller has perfected its PMSI prior to the Buyer’s possession of the goods; (iii) The Buyer will not permit the goods to become accessions or commingled with other goods or mass if the Seller has not perfected any security interest that the Seller has in relation to the goods;
(iv) If the Buyer, notwithstanding clause 8(a) of this agreement, sells the goods before paying the Seller for them, the Buyer will pay the proceeds arising from the sale into a separate account with separate records so that those proceeds remain identifiable and traceable to that sale and the goods. The Buyer agrees that there will be no other funds in the account. If the Buyer further deals with such proceeds, the Buyer will manage those dealings in a manner so that the proceeds remain identifiable or traceable to the original goods. If the Buyer sells the goods before paying the Seller for them, all claims which the Buyer holds against third parties shall be handed over to the Seller.
(d) If the Seller perfects any security interest that it has in relation to the goods, the Buyer will not do anything that results in the Seller having less than the security or priority position in respect of the PPSA that the Seller assumed at the time of perfection.
(e) If the Seller is a secured party under the PPSA;
(i) The parties contract out of Part 9 of the PPSA as follows; the rights and obligations contained in sections 114, 125, 129, 132, 133 and 134 of that Part do not apply between the Seller and the Buyer, and
(ii) The Buyer waives its rights under section 121 and 131 of the PPSA. Further, in accordance with section 148 of the PPSA, the Buyer waives its right to receive any financing statement or financing change statement from the Seller.
(f) The Buyer will assist the Seller by completing any formalities or providing any information required by the Seller to establish and maintain the best security position that it is entitled to under the PPSA.
17. ARBITRATION: Any dispute whatsoever arising in respect of goods shall be referred to the sole arbitration of a suitably qualified person to be agreed by the Seller and the Buyer or failing agreement appointed by the President for the time being of the New Zealand Law Society. Such arbitration shall be conducted in accordance with the provisions of the Arbitration Act 1996 or any statutory re enactment, modification or amendment thereto for the time being in force.