Terms and Conditions of Trade - European Car Imports

EUROPEAN CAR IMPORTS LTD – Terms and Conditions of Trade

1. DEFINITIONS

1.1 “Broker” shall mean EUROPEAN CAR IMPORTS LTD and its successors and assigns.

1.2 “Client” shall mean the Client and any person acting on behalf of and with the authority of the Client.

1.3 “Guarantor” means that person (or persons), or entity that agrees herein to be liable for the debts of the Client

on a principal debtor basis.

1.4 “Goods” shall have the same meaning as section 2 of the Sale of Goods Act 1908 and are the goods

supplied by the Broker to the Client (and where the context so permits shall include any supply of Services as

hereinafter defined).

1.5 “Services” shall mean all services supplied by the Broker to the Client and Includes any advice or

recommendations (and where the context so Permits shall include any supply of Goods as defined supra).

1.6 “Price/Estimate” shall mean the cost of the Goods as agreed between the Broker and Client subject to clause

4 of this contract.

2. ACCEPTANCE

2.1 Any instructions received by the Broker from the Client for the supply of Goods shall constitute acceptance of

the Terms and Conditions contained herein.

2.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable

for all payments of the Price.

2.3 Upon acceptance of these Terms and Conditions by the Client the Terms and Conditions are irrevocable and

can only be rescinded in accordance with these Terms and Conditions or with the written consent of the

manager of the Broker.

2.4 None of the Brokers agents or representatives are authorised to make any representations, statements,

conditions or agreements not expressed by the manager of the Broker in writing nor is the Broker bound by

any such unauthorised statements.

2.5 The Client undertakes to give the Broker not less than (7) days prior written notice of and proposed change in

the Clients name and or any change in the Clients details (including but not limited to changes in the Clients

address facsimile phone number or business practice) and change of ownership.

3. GOODS / SERVICE

3.1 The Goods and or Services are as described on the invoices,quotation, estimate, work authorisation or any

other work commencement forms as provided by the Broker to the Client.

4. PRICE and PAYMENT

4.1 At the Seller/Brokers sole discretion the Price shall be either;

(a) The Price shall be as indicated on invoices provided by the Seller/Broker to the Client in respect of

Goods supplied; or

(b) The Price shall be the Seller/Brokers current price at the date of delivery of the Goods. This will be

stated on the sale and purchase agreement.

4.2 Any variation from the estimate or specification will be charged for and will be shown as extras on the invoice.

Payment for extras must be made in full at the time of completion.

4.3 For cars to be purchased at auction, at the Brokers sole discretion, a deposit may be required. The deposit

amount or percentage of the price will be stipulated at the time of order of the Goods/Services and shall

become immediately due and payable. If bidding is successful the remaining funds due for the purchase

of the Goods must be paid within (2) two working days. In the event of a failed purchase any refund of the

deposit will be at the Broker’s sole discretion.

4.4 Time for payment for the Goods/Services shall be of the essence and will be stated on the invoice, quotation

or any other forms. If no date is stated then payment shall be on delivery of the Goods/Services.

4.5 At the Seller/Brokers sole discretion for certain approved Clients payment will be due seven (7) days following

the date of invoice/statement.

4.6 Payment will be made by cash, cheque, bank cheque or direct credit, or any other method as agreed to

between the Seller/Broker and the Client.

4.7 The Price shall be increased by the amount of any GST and other taxes and duties which may be applicable

except to the extent that such taxes are expressly included in any quotation/estimate given by the Seller/

Broker.

4.8 At the sole discretion of the Seller/Broker an engagement fee may be required of the Client

5. DELIVERY OF GOODS

5.1 Delivery of the Goods shall be made to the Clients address. The Client shall make all arrangements necessary

to take delivery of the Goods whenever they are tendered for delivery, or delivery of the Goods shall be made

to the Client at the Seller/Brokers address.

5.2 Delivery of the Goods to a carrier, either named by the Client or failing such naming to a carrier at the

discretion of the Seller/Broker for the purpose of transmission to the Client, is deemed to be a delivery of the

Goods to the Client.

5.3 Delivery of the Goods to a third party nominated by the Client is deemed to be delivery to the Client for the

purpose of this agreement.

5.4 The failure of the Seller/Broker to deliver shall not entitle either party to treat this contract as repudiated.

5.5 The Seller/Broker shall not be liable for any loss or damage whatsoever due to failure by the Seller/Broker to

deliver the Goods (or any of them) promptly or at all.

5.6 All local transportation cost and insurance of the Goods provided by the Seller/Broker to the Client shall be

the Client’s responsibility.

6. RISK

6.1 If the Seller/Broker retains property in the Goods nonetheless all risk for the Goods passes to the Client on

delivery.

6.2 When a “Transit Funding” deposit has been agreed between the Broker and the Customer and any of the

Goods that are damaged or destroyed prior to the property in them passing to the Client, the Broker is

entitled, without prejudice to any of its other rights to remedies under these Terms and Conditions to receive

all insurance proceeds in respect of the Goods. The production of these Terms and Conditions by the Broker

is sufficient evidence of the Brokers rights to receive the insurance proceeds without the need for any person

dealing with the Broker to make further enquiries.

6.3 Any refund of a “Transit Finance” deposit will be at the Brokers sole discretion.

7. WARRANTY

7.1 The warranty shall be the current warranty provided by the manufacturer of the Goods. The Broker shall be

under no liability whatsoever except for conditions as detailed and stipulated in the manufacturers warranty.

7.2 Any changes made by a nominated company to electronic equipment and hardware requested by the Client

including but not limited to radio, navigation equipment, bluetooth etc, then that company making those

changes will be responsible for any warranty. No warranty for these changes are given or implied by the

Broker.

8. DEFAULT & CONSEQUENCES OF DEFAULT

8.1 Interest on over due invoices shall accrue from the date when payment becomes due and daily until the date

of payment at the rate of 2.5% compounding per calendar month and shall accrue at such a rate after as well

as before any judgement.

8.2 If the Client defaults on payment of any invoice when due, the Client shall indemnify the Broker from and

against all of the Brokers costs and disbursements including on a solicitor and own client basis and in addition

all of the Brokers nominees cost of collection.

8.3 Without prejudice to any other remedies the Broker may have, if at any time the Client is in breach of any

obligations (including those relating to payment) the Broker may suspend or terminate the supply of Goods to

the Client and any of its other obligations under the Terms and Conditions. The Broker will not be liable to the

Client for any loss or damage the Client suffers because the Broker exercised its rights under this clause.

8.4 If any account remains unpaid at the end of the second month after supply of the Goods or Services the

following will apply: An immediate amount shall be levied for administration fees which sum shall become

immediately due and payable in addition to interest payable under clause 8.1 here of.

8.5 In the event that:

(a) any money payable to the Seller/Broker becomes overdue or in the Seller/Brokers opinion the Client will

be unable to meet its payments as they fall due, or,

(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an

arrangement with creditors or makes an assignment for the benefit of its creditors, or,

Client or any asset of the Client then without prejudice to the Seller/Brokers other remedies at Law.

(d) the Seller/Broker shall be entitled to cancel all or and part of the order of the Client which remains

unperformed in addition to and without prejudice to and other remedies: and

(e) all amounts owing to the Seller/Broker shall, whether or not due for payment, immediately become due

and payable.

9. TITLE

9.1 It is the intention of the Seller/Broker and agreed by the Client that property in the Goods shall not pass until;

(a) the Client has paid all amounts owing for the particular Goods and:

(b) the Client has met all other obligations due by the Client to the Seller/Broker in respect of all the

contracts between the Seller/Broker and the Client.

10. PERSONAL PROPERTY SECURITIES ACT 1999

10.1 Upon assenting to these Terms and Conditions in writing the Client acknowledges and agrees that:

(a) These Terms and Conditions constitute a security agreement for the purpose of the PPSA and:

(b) A security interest is taken in all Goods previously supplied by the Seller/Broker to the Client and all

Goods that will be supplied in the future by the Seller/Broker to the Client during the continuance of the

parties relationship.

10.2 The Client undertakes to:

(a) Sign any further documents and/or provide any information. Such information to be complete and

accurate and up to date in all respects which the Seller/Broker may reasonably require to register a

financing statement or financing charge statement on the Personal Properties Security Register.

(b) Indemnify and upon demand reimburse the Seller/Broker for all expenses incurred in registering a

financing statement or financing charge statement on the Personal Properties Security Register or

releasing any Goods charged thereby:

the Seller/Broker:

(d) give the Seller/Broker not less than fourteen (14) days prior written notice of any proposed change in

the Clients name and/or any other changes in the Clients details (including but no limited to change to

the Clients address contact numbers or business practice) and:

(e) the Client will immediately give advice to the Seller/Broker 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.

10.3 The Seller/Broker and the Client agree that nothing in sections 114(1)(a) 133 and 134 of the PPSA shall apply

to these Terms and Conditions.

10.4 The Client waives its rights as a debtor under sections 116,120(2), 121,125,126,127,129,131 and 132 of

the PPSA.

10.5 Unless otherwise agreed to in writing by the Seller/Broker the Client waives its rights to receive a verification

statement in accordance with section 148 of the PPSA.

10.6 The Client unconditionally ratifies any action taken by the Seller/Broker under and by virtue of the power of

attorney given by the Client to the Seller/Broker under clauses 10.1 to 10.5.

11. CANCELLATION

11.1 The Seller/Broker may cancel these Terms and Conditions or cancel delivery of the Goods and Services atany

time before the Goods are delivered by giving written notice. On giving such notice the Seller/Broker shall

promptly repay the Client any sums paid in respectof the price for the Goods. The Seller/Broker shall not be

liable for any loss or damage arising from such cancellation.

11.2 At the Seller/Brokers sole discretion the Client may cancel delivery of Goods and /or Services. In the event

that the Client cancels delivery of Goods and /or Services the Client shall be liable for any cost incurred by the

Seller/Broker up to the time of cancellation.

12. PRIVACY ACT 1993

12.1 The Client and the Guarantors (if separate to the Client) authorises the Seller/Broker to collect, retain and use

any information about the Client, for the purpose of assessing the Clients creditworthiness or marketing any

Goods and services provided by the Seller/Broker to any other party.

12.2 The Client authorises the Seller/Broker to disclose any information obtained to any person for the purpose set

out in clause 12.1

12.3 Where the Client is a natural person the authorities under (clause 12.1 and 12.2) are authorities or consents

for the purpose of the Privacy Act 1993.

13. CLIENTS DISCLAIMER

13.1 The Client acknowledges that he buys the Goods relying solely on his own skill and judgement and that

the Broker shall not be bound by nor responsible for any term, condition, representation or warranty other

than the warranty given by the manufacture which warranty shall be personal to the Client and shall not be

transferable to any subsequent Client. The Client hereby disclaims any right to rescind or cancel the contract

or to sue for damages or to claim restitution arising out of any misrepresentation made to him or to any

servant or agent of the Broker.

14. UNPAID SELLER/BROKERS RIGHTS TO DISPOSE OF GOODS

15.1 In the event that;

(a) the Seller/Broker retains possession or control of the Goods; and

(b) payment of the Price is due to the Seller/Broker; and

of this contract; and

(d) the Seller/Broker has not received the Price of the Goods, then, whether the property in the Goods has

passed to the Client or has remained with the Seller/Broker, the Seller/Broker may dispose of the Goods

and may claim from the Client the loss to the Seller/Broker on such disposal.

15. LIEN

15.1 Where the Seller/Broker has not received or been tendered the whole of the price, or the payment has been

dishonoured, the Seller/Broker shall have;

(a) a lien on the Goods;

(b) the right to retain them for the price while the Seller/Broker is in possession of them.

passed; and

(d) a right of resale

(e) the foregoing right of disposal, provided that the Lien of the Seller/Broker shall continue despite the

commencement of proceedings or judgement for the price having been obtained.

16. GENERAL

16.1 All Goods and Services supplied by the Seller/Broker are Subject to the laws of New Zealand and that the

Seller/Broker takes no responsibility for changes in the Law that affect the Goods and Services supplied.

16.2 If any provision of these Terms and Conditions shall be invalid, void or illegal or unenforceable the validity

existence, legality and enforceability of the remaining provisions shall not be affected or prejudiced or

impaired.

16.3 The Seller/Broker shall be under no liability whatsoever to the Client for any indirect loss and/or expense

(including loss of profit) suffered by the Client arising out of a breach by the Seller/Broker of these Terms and

Conditions.

16.4 In the event of any breach of these Terms and Conditions by the Seller/Broker the remedies of the Client shall

be limited to damages. Under no circumstances shall the liability of the Seller/Broker exceed the price of the

Goods.

16.5 The Client shall not set off against the Price amounts due from the Seller/Broker.

16.6 Neither party shall be liable for any default due to any act of God, terrorism, war, earthquake strike, lock out,

industrial action, flood, storm or other event beyond the reasonable control of either party.

16.7 The Seller/Broker may license or sub-contract all or any part of its rights and obligations without the Clients

consent.

16.8 The Seller/Broker shall not be liable for errors or omissions arising from oversight or a misinterpretation of the

Clients verbal instruction.

16.9 The Seller/Broker reserves the right to review these Terms and Conditions at and time and from time to time.

If following any such review there is to be any change in the Terms and Conditions that change will take effect

from the date on which the Seller/Broker notifies the Client of such change.