Dean Steel Limited - Terms & Conditions of Trade:
1.1 "Dean Steel” shall mean Dean Steel Limited, or any agents or employees thereof.
1.2 "Customer” shall mean the customer, any person acting on behalf of and with the authority of the customer, or any person purchasing goods from Dean Steel.
1.3 "Goods” shall mean:
1.3.1 all Goods of the general description specified on the front of this agreement and supplied by Dean Steel to the customer; and
1.3.2 all Goods supplied by Dean Steel to the Customer; and
1.3.3 all inventory of the Customer that is supplied by Dean Steel; and
1.3.4 all Goods supplied by Dean Steel and further identified in any invoice issued by Dean Steel to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and
1.3.5 all Goods that are marked as having been supplied by Dean Steel or that are stored by the Customer in a manner that enables them to be identified as having been supplied by Dean Steel; and
1.3.6 All of the Customers’ present and after-acquired Goods that Dean Steel has performed work on or to or in which goods or materials supplied or financed by Dean Steel have been attached or incorporated.
1.3.7 The above descriptions may overlap but each is independent of and does not limit the others.
1.4 "Price” shall mean the cost of the goods and services as agreed between Dean Steel and the customer and includes all disbursements e.g. Charges Dean Steel pay to others on the Customer’s behalf subject to Clause 4 of this contract
2.1 Any instructions received by Dean Steel from the customer for the supply of goods and services shall constitute a binding contract and acceptance of the terms and conditions contained herein.
3. COLLECTION AND USE OF INFORMATION
3.1 The customer authorises Dean Steel 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 goods and services provided by Dean Steel to any other party.
3.2 The customer authorises Dean Steel to disclose any information obtained to any person for the purposes set out in clause 3.1.
3.3 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.
4.1 Where no price is stated in writing or agreed to orally the goods and services shall be deemed to be sold at the current amount as such goods and services are sold by Dean Steel at the time of the contract.
4.2 The price may be increased by the amount of any reasonable increase in the cost of supply of the goods and services that is beyond the control of Dean Steel between the date of the contract and delivery of the goods and services.
5.1 Payment for goods and services shall be made in full on or before the 20th day of the month following the date of the invoice, or on receipt of delivery of goods, whichever is the earlier ("the due date”).
5.2 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
5.3 Any expenses, disbursements and legal costs incurred by Dean Steel in the enforcement of any rights contained in this contract shall be paid by the customer, including any reasonable solicitor’s fees or debt collection agency fees.
5.4 Receipt of a cheque, Bill of Exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
5.5 A deposit may be required.
6.1 Where a quotation is given by Dean Steel for goods 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 Dean Steel reserves the right to alter the quotation because of circumstances beyond its control.
6.2 Where goods and services are required in addition to the quotation the customer agrees to pay for the additional cost of such goods and services.
7.1 The goods and services remain at Dean Steel’s risk until the delivery to the customer.
7.2 Delivery of goods and services shall be deemed complete when Dean Steel gives possession of the goods and services directly to the customer, or possession of the goods and services is given to a carrier, courier or other bailee for purposes of transmission to the customer.
7.3 The time agreed for delivery shall not be an essential term of this contract unless the customer gives written notice to Dean Steel making time of the essence.
7.4 Where Dean Steel delivers goods and services to the customer by instalments and Dean Steel fails to deliver one or more instalments the customer shall not have the right to cancel the contract but shall have the right to claim compensation as a severable breach.
8.1 The customer authorises Dean Steel to contract either as principal or agent for the provision of goods and services that are the matter of this contract.
8.2 Where Dean Steel enters into a contract of the type referred to in clause 8.1 it shall be read with and form part of this agreement and the customer agrees to pay any amounts due under that contract.
9. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
9.1 Title in any goods and services supplied by Dean Steel passes to the customer only when the customer has made payment in full for all goods and services provided by Dean Steel and of all other sums due to Dean Steel by the customer on any account whatsoever. Until all sums due to Dean Steel by the customer have been paid in full, Dean Steel has a security interest in all goods and services.
9.2 If the goods and services 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 of the goods and services shall remain with Dean Steel until the customer has made payment for all goods and services, and where those goods and services are mixed with other property so as to be part of or a constituent of any new goods and services, title to these new goods and services shall deemed to be assigned to Dean Steel as security for the full satisfaction by the customer of the full amount owing between Dean Steel and customer.
9.3 The customer gives irrevocable authority to Dean Steel to enter any premises occupied by the customer or on which goods and services are situated at any reasonable time after default by the customer or before default if Dean Steel believes a default is likely and to remove and repossess any goods 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. Dean Steel may either resell any repossessed goods and services 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 goods and services and credit the customer’s account with the invoice value thereof less such sum as Dean Steel reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
9.4 Where goods and services are retained by Dean Steel pursuant to clause 9.3 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.
9.5 The following shall constitute defaults by the customer:
9.5.1 Non payment of any sum by the due date.
9.5.2 The customer intimates that it will not pay any sum by the due date.
9.5.3 Any goods and services are seized by any other creditor of the customer or any other creditor intimates that it intends to seize goods and services.
9.5.4 Any goods and services in the possession of the customer are materially damaged while any sum due from the customer to Dean Steel remains unpaid.
9.5.5 The customer is bankrupted or put into liquidation or a receiver is appointed to any of the customer’s assets or a landlord distains against any of the customer’s assets.
9.5.6 A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
9.5.7 Any material adverse change in the financial position of the customer.
9.6 If the Credit Repossession Act applies to any transaction between the customer and Dean Steel, the customer has the rights provided in that Act despite anything contained in these terms and conditions of trade.
10. SECURITY INTEREST FOR SERVICE PROVIDERS
10.1 The customer gives Dean Steel a security interest in all of the customer’s present and after-acquired property that Dean Steel has performed services on or to or in which goods or materials supplied or financed by Dean Steel have been attached or incorporated.
11. GENERAL LIEN
11.1 The customer agrees that Dean Steel may exercise a general lien against any goods and services or property belonging to the customer that is in the possession of Dean Steel for all sums outstanding under this contract and any other contract to which the customer and Dean Steel are parties.
11.2 If the lien is not satisfied within seven (7) days of the due date Dean Steel may, having given notice of the lien at its option either:
11.2.1 Remove such goods and services and store them in such a place and in such a manner as Dean Steel shall think fit and proper and at the risk and expense of the customer; or
11.2.2 Sell such goods and services or part thereof upon such terms as it shall think fit and apply the proceeds in or towards discharge of the lien and costs of sale without being liable to any person for damage caused.
12. DISPUTES AND RETURN OF GOODS
12.1 No claim relating to the goods and services will be considered unless made within seven (7) days of delivery.
12.2 No goods will be considered for return without prior approval of Dean Steel. A 15% restocking fee applies.
13.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and any other statutes may imply warranties or conditions or impose obligations upon Dean Steel 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 Dean Steel, Dean Steel’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.
13.2 Except as otherwise provided by clause 13.1 Dean Steel shall not be liable for:
13.2.1 Any loss or damage of any kind whatsoever 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 goods and services provided by Dean Steel to the customer; and
13.2.2 The customer shall indemnify Dean Steel against all claims and loss of any kind whatsoever however caused or arising and without limiting at the generality of the foregoing of this clause where caused or arising as result of the negligence of Dean Steel or otherwise, brought by any person in connection with any matter, act, omission, or error by Dean Steel its agents or employees in connection to the goods and services.
14.1 No representation, condition, warranty or premise expressed or implied by law or otherwise applies to the goods and services except where goods are supplied or services provided pursuant to the Consumer Guarantees Act 1993 or except where expressly stated in this contract.
15. CONSUMER GUARANTEES ACT
15.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the customer acquires goods and services from Dean Steel for the purposes of a business in terms of section 2 and 43 of that Act.
16. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
16.1 If the customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for Dean Steel agreeing to supply goods 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 Dean Steel the payment of any and all monies now or hereafter owed by the customer to Dean Steel and indemnify Dean Steel 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 for all sums due hereunder.
17.1 Dean Steel shall, without any liability, and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of goods and services to the customer if the customer fails to pay any money owing after the due date or the customer commits an act of bankruptcy as defined in section 19 of the Insolvency Act 1967.
17.2 Any cancellation or suspension of this agreement shall not affect Dean Steel’s claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this contract or the customer’s obligations to Dean Steel under this contract.
18.1 The customer shall not assign all or any of its rights or obligations under this contract without the written consent of Dean Steel.
18.2 Dean Steel shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
18.3 Failure by Dean Steel 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 Dean Steel has under this contract.
18.4 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.
18.5 Where the terms of this contract are at variance with the order or instruction from the customer, this contract shall prevail.