JDM-PARTS.jp (GLOBAL TRADE SERVICE LTD ) TRADE TERMS AND CONDITIONS
1.1. “JDM-PARTS” shall mean GLOBAL TRADE SERVICE LTD, or any agents or employees thereof. “Customer” shall mean the Customer, any person acting on behalf of the customer and with the authority of the Customer. “Products” shall mean:
1.1.1. all Products of the general description specified on the front of this agreement and supplied by JDM-PARTS to the Customer; and
1.1.2. all Products supplied by JDM-PARTS to the Customer; and
1.1.3. all inventory of the Customer that is supplied by JDM-PARTS; and
1.1.4. all Products supplied by JDM-PARTS and further identified in any invoice issued by JDM-PARTS to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and
1.1.5. all Products that are marked as having been supplied by JDM-PARTS or that are stored by the Customer in a manner that enables them to be identified as having been supplied by JDM-PARTS; and
1.1.6. all of the Customer’s present and after-acquired Products that JDM-PARTS supplied, in which goods or materials supplied or financed by JDM-PARTS have been attached or incorporated.
1.1.7. The above descriptions may overlap but each is independent of and does not limit the others.
1.2. “Products” shall mean all products, goods, services and advice provided by JDM-PARTS to the Customer and shall include without limitation the sale of Products and equipment including machines, consumables and safety equipment and all charges for time and attendances, hire charges, insurance charges, or any fee or charge associated with the supply of Products by JDM-PARTS to the Customer.
1.3. “Price” shall mean the cost of the Products as agreed between JDM-PARTS and the Customer and includes all disbursements eg charges JDM-PARTS pay to others on the Customer's behalf subject to clause 4 of this contract.
1.4. “The due date” shall mean the date in which the invoice or other payable terms are due for payment.
2.1. Any instructions received by JDM-PARTS from the Customer for the supply of Products shall constitute a binding contract and acceptance of the terms and conditions contained herein.
2.2. You acknowledge that the ownership of goods delivered by us to you (“the goods”) is only transferred to you when you have paid all sums owing to us on any account whatsoever and until such time we have the right to call for or recover the goods at our option (for which purpose our employees or agents may enter any premises) and you are obliged to deliver up the goods if so directed by us.
2.3. You agree to keep the goods in a fiduciary capacity for us until such time as ownership is transferred to you.
2.4. Notwithstanding the foregoing, you may sell the goods to a third party in the ordinary course of business, but title remains ours pursuant to these provisions.
2.5. The applicant acknowledges having read these terms and conditions and understands them
3. COLLECTION AND USE OF INFORMATION
3.1. The Customer and its officers authorises JDM-PARTS to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under this contract, or marketing any Products and Services provided by JDM-PARTS to any other party. The Customer authorises JDM-PARTS to disclose any information obtained to any person for the purposes set out in clause
3.1. Where the Customer is a natural person the authorities under clauses 3.1 and
3.2 are authorities or consents for the purposes of the Privacy Act 1993.
3.2. JDM-PARTS reserves the right to provide default information to debt collection agencies.
4.1. Where no price is stated in writing or agreed to orally the Products shall be deemed to be supplied at the current amount as such Products are supplied by JDM-PARTS at the time of the contract.
2 Oct 2015 The price may be increased by the amount of any reasonable increase in the cost of supply of the Products that is beyond the control of JDM-PARTS between the date of the contract and supply of the Products and Services.
4.2. Our prices are subject to change without notice.
4.3. You will be invoiced for goods at prices current at the date of despatch.
4.4. Unless specified on our invoice, all prices are exclusive of Goods and Services Tax, freight costs and insurance charges all of which you must pay. Any error or omission on our part does not waive your liability.
4.5. Whilst we shall use all reasonable endeavours to comply with your particular delivery requirements and order specifications, you will not be entitled to cancel the whole or part of your order or to claim compensation by reason of our failure to comply with your delivery requirements or minor variations to the goods as a result of changes to the manufacturing processes or specifications.
5.1. Payment for Products and Services shall be made in full on or before the 20th day of the month following the date of the invoice (“the due date”). Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month calculated on a daily basis. Any expenses, disbursements and legal costs incurred by JDM-PARTS in the enforcement of any rights contained in this contract shall be paid by the Customer, including any reasonable lawyer’s fees or debt collection agency fees. Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full. A deposit may be required.
6.1. Where a quotation is given by JDM-PARTS for Products and Services:
6.1.1. Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
6.1.2. The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary;
6.1.3. JDM-PARTS reserve the right to alter the quotation because of circumstances beyond its control.
6.2. Where Products and Services are required in addition to the quotation the Customer agrees to pay for the additional cost of such Products and Services.
7.1. The Customer authorises JDM-PARTS to contract either as principal or agent for the provision of Services that are the subject of this contract (“outsourcing”). Where JDM-PARTS enters into a contract of the type referred to in clause
6.1 it shall be read with and form part of this agreement and the Customer agrees to pay any amounts due under that contract.
8. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
8.1. Title in any Products supplied by JDM-PARTS passes to the Customer only when the Customer has made payment in full for all Products provided by JDM-PARTS and of all other sums due to JDM-PARTS by the Customer on any account whatsoever. Until all sums due to JDM-PARTS by the Customer have been paid in full, JDM-PARTS has a security interest in all Products.
8.2. If the Products are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the Products shall remain with JDM-PARTS until the Customer has made payment for all Products, and where those Products are mixed with other property so as to be part of or a constituent of any new Products, title to these new Products shall be deemed to be assigned to JDM-PARTS as security for the full satisfaction by the Customer of the full amount owing between JDM-PARTS and Customer.
8.3. The Customer gives irrevocable authority to JDM-PARTS to enter any premises occupied by the Customer or on which Products are situated at any reasonable time after default by the Customer or before default if JDM-PARTS believes a default is likely and to remove and repossess any Products and any other property to which Products are attached or in which Products are incorporated. JDM-PARTS shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded.
3 Oct 2015 JDM-PARTS may either resell any repossessed Products and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Products and credit the Customer’s account with the invoice value thereof less such sum as JDM-PARTS reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
8.4. Where Products are retained by JDM-PARTS the Customer waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under s.121 of the PPSA.
8.5. The following shall constitute defaults by the Customer:
8.5.1. Non payment of any sum by the due date.
8.5.2. The Customer intimates that it will not pay any sum by the due date.
8.5.3. Any Products are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Products.
8.5.4. Any Products in the possession of the Customer are materially damaged while any sum due from the Customer to JDM-PARTS remains unpaid.
8.5.5. The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlord distrains against any of the Customer’s assets.
8.5.6. A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
8.5.7. Any material adverse change in the financial position of the Customer.
9.1. The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon JDM-PARTS which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on JDM-PARTS, JDM-PARTS’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
9.2. Except as otherwise provided by clause 9.1 JDM-PARTS shall not be liable for:
9.2.1. Any loss or damage of any kind whatsoever, arising from the supply of Products and Services by JDM-PARTS to the Customer, including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Products and Services provided by JDM-PARTS to the Customer; and The Customer shall indemnify JDM-PARTS against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of JDM-PARTS or otherwise, brought by any person in connection with any matter, act, omission, or error by JDM-PARTS its agents or employees in connection with the Products and Services. If contrary to the disclaimer of liability contained in these terms and conditions of trade JDM-PARTS is deemed liable to the Customer, following and arising from the supply of Products and Services by JDM-PARTS to the Customer, then such liability is limited in its aggregate to NZ$500.
10.1. Manufacturer’s warranty applies where applicable. Any written warranty that JDM-PARTS provide to the Customer will also form part of these terms and conditions of trade.
11. CONSUMER GUARANTEES ACT
11.1. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Products and Services from JDM-PARTS for the purposes of a business in terms of section 2 and 43 of that Act.
12. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
12.1. If the Customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for JDM-PARTS agreeing to supply Products and Services and grant credit to the Customer at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to 4 Oct 2015 JDM-PARTS the payment of any and all monies now or hereafter owed by the Customer to JDM-PARTS and indemnify JDM-PARTS against non-payment by the Customer. Any personal liability of a signatory hereto shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.
13.1. JDM-PARTS shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
13.2. Failure by JDM-PARTS 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 or obligations JDM-PARTS has under this contract.
13.3. If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
13.4. The customer agrees that, irrespective of where this contract is signed, the contract is subject exclusively to New Zealand laws and jurisdiction.
14. Withholding Supply
14.1. We reserve the right, irrespective of whether or not an order has been accepted, and without notice to you. To withhold supply and JDM-PARTS will
14.2. not be liable for loss or damage resulting directly or indirectly from such action where:
14.3. we have insufficient goods to fulfil the order;
14.4. the goods ordered have been discontinued; or
14.5. We have determined, in our absolute discretion, that credit should no longer be extended to you.
15. Minimum Orders
15.1. We reserve the right to specify the minimum order value which we shall accept from time to time and to impose a surcharge should you require delivery of goods having a value less than the minimum order value.
I Certify agreement and terms outlined above by signing below:
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