AECS EQUIPMENT
TERMS OF TRADE

4th August 2023

1 - DEFINITIONS  
1.1 "Seller” means AECS Equipment Ltd, and any company which is directly or indirectly a subsidiary of AECS Equipment  Ltd and any duly authorized agent or representative.  
1.2 "Customer" means the person, authorized agent or legal entity described in the application,  or stated on the invoice or order form, buying goods and/or services from AECS Equipment Ltd. 
1.3 "goods" has the same meaning as section 2 of the Sale of Goods Act 1908 and is any goods  provided by the seller to the customer.  
1.4 "Services" shall mean all services supplied by the seller to the customer and includes any  recommendations or advice.  
1.5 "Price" shall mean the purchase price of the goods, services and any other costs.  

2 - ACCEPTANCE  
2.1 Any Goods or services supplied to you shall be subject to these terms unless we agree in  writing to change them. If you accept goods or services from us, or deliver goods to us for  servicing, those actions by you will be deemed to be acceptance of these Terms,  notwithstanding anything that may be stated to the contrary in your enquiries or your order. 
2.2 No agent or representative of the seller is permitted to make any such agreements,  representations, conditions or warranties not expressly confirmed by the seller in writing.  

3 - PRIVACY ACT 1993  
3.1 The customer permits the seller to collect, use and retain any information concerning the  customer, for the purpose of assessing the customer’s credit worthiness, to enforce any rights  under these terms of trade, or the marketing of any goods & services provided by the seller to  any other party. You understand that you have a right of access and may request correction of  personal information held by us about you.  
3.2 Information collected by the seller, will be used for the benefit of the seller only and will not  be sold or passed on to third parties.  

4 - PAYMENT TERMS  
4.1 Once goods are ordered payment shall be made for goods according to the terms and  conditions stated on the invoice whether or not the goods have been delivered and this contract  cannot be cancelled except where allowed by law. 
4.2 A deposit of a minimum of 10 % is required to guarantee the buyer’s purchase of the goods  and services detailed in a quotation (unless stated differently on the quotation). 
4.3 Payment for goods shall be made in full on the due date. The due date may vary from case  to case depending on what agreement has been reached between the seller and customer.  Payment due date is always BEFORE DELIVERY if no special agreement has been negotiated  between the seller and customer.  
4.4 Interest at the rate of 2.5% per month above the current overdraft rate, which we have with  our principal registered bank or part thereof may be charged on any amount owing after the  due date.  
4.5 Any disbursements, expenses and legal costs incurred by the seller for default in payment  shall be paid by the customer, including any debt collection agency fees, court costs,  administration expenses or solicitor’s fees.  
4.6 An administration fee of the greater amount of $25.00 or 10% of the amount overdue will be  payable 30 days after due date and the seller reserves the right to terminate future supply. 
4.7 Payment will be accepted by cash, cheque, electronic banking, and credit card or by any  other method as agreed in writing by the seller. 
4.8 Payment may be made by instalments only if agreed in writing by the seller.  

5 - PRICE  
5.1 Prices unless otherwise stated, do not include goods and services tax, other taxes, levies or  tariffs, (overseas) freight, mileage or insurance charges, which if applicable, will be an extra  charge to the customer.  
5.2 Price will be specified on the invoice or quotation and will be the current price at the time.  This price will be valid for a limited time due to fluctuating exchange rates. 
5.3 The price, if applicable, shall not include any installation or delivery costs unless agreed in  writing.  

6 - RISK AND DELIVERY  

6.1 The goods remain at the sellers risk until the delivery to the customer. 
6.2 If the seller is delivering the goods or organises delivering of the goods to the customer, the  seller will use reasonable endeavours to see that deliveries are made according to schedule, but  shall not be responsible for delivery delays due to causes beyond their control and the customer  agrees to accept delivery as soon as the goods are able to be delivered.  
6.3 Delivery of goods shall be deemed complete when the seller gives possession of the goods  for delivery to the customer. 
6.4 The seller shall be liable for damage to the goods or loss of the goods due to failure by the  seller or its assigned transport agent to deliver the goods in good condition or at all.  

7 - TITLE  

7.1 Title in the goods passes to the customer when the customer has made payment in full for  all goods supplied by the seller and when delivery of the goods is complete. 
7.2 The customer gives necessary authority to the seller to enter any premises occupied by the  customer, at any reasonable time, to remove any goods not paid for in full by the customer. The  seller shall not be liable for damages, costs or expenses or any other losses suffered by the  customer as a result of this action.  
7.3 If the customer sells or uses any goods, the proceeds of sale or use (in whatever form) shall  be the sellers property and the customer must pay all such proceeds to the seller or otherwise  deal with such proceeds as the seller direct irrespective of any terms of credit between the  customer and the seller.  

8 - Liens  

All goods delivered to or in the seller’s possession, for repair or servicing are subject to a lien for  any sums owing by the customer to the seller, for repairs or servicing carried out on the goods.  Where the seller retain a lien over any of the customers goods and the customer is more than  three months overdue with any monies owing, the seller may, without further notice, sell the  Goods in such a manner and on such terms as the seller think fit, and may from sale proceeds  repay the amounts owing to the seller for work done, and any expenses of sale. 

9 - LIMITATION OF LIABILITY 
9.1 AECS shall not be liable for any loss of profits, or any consequential indirect loss, or damage  of any kind arising directly or indirectly from any breach of the seller’s obligation under these  terms of trade or in tort.  
9.2 Where AECS is liable to the customer, the maximum cost of any liability shall not exceed the  value of the goods or services provided by the seller to the customer.  
9.3 AECS shall not be liable for any building or resource consents required for the installation of  any goods. The seller shall install the goods in compliance with the building code. 9.4 AECS does  not accept any liability of damage (direct or indirect) done to vehicles and or property with any  AECS Equipment Ltd tools, either as the result of (mis)use of the tool or tool defects. 
9.4 AECS Equipment Ltd  has the rights to update its terms of trade without notice. Updated terms of trade will  void any earlier versions of its terms of trade. 

10 - NON WAIVER  
10.1 Failure by the seller to enforce any of the terms & conditions contained in these terms of  trade shall not be deemed to be a waiver of any of the rights the seller has in these terms of  trade and is not liable for any indirect loss or expense to the customer.  

11 - FORCE MAJEURE  
11.1 The seller shall not be liable for failure or delay to perform its obligations if the delay or  failure is beyond its control.  

12 - CONSUMER GUARANTEES ACT 1993  
12.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the  customer acquires goods or services from the seller for the purposes of a business. 
12.2 If the customer on sells the goods to a third party, the customer shall indemnify the seller  for any losses incurred due to third party claims against the seller.  

13 - RETURN OF GOODS  
13.1 The customer shall be deemed to have accepted the goods unless the customer notifies the  seller otherwise within 24 hours of delivery of the goods to the customer. 
13.2 If the goods are not accepted according to clause 7.1 of these terms of trade the customer  shall pay for the delivery of the returned goods to the seller.  
13.3 The seller will not accept product returned for credit that is in anyway damaged, or not of  merchantable quality, or product that has been specially manufactured or procured for the  customer.  
13.4 The seller, should agreement to accept returns be granted, shall be entitled to charge the  customer a re-stocking fee of 10% of the sell price for product returned in good merchantable  quality.  
13.5 At the sellers discretion defective goods will be replaced or refunded by the seller if the  customer has notified the seller within 24 hours of delivery. 

14 - PERSONAL PROPERTY SECURITIES ACT 1999  
14.1 The customer agrees that the provisions herein constitute a Security Interest in Personal  Property (as those terms are defined in the Personal Property Securities Act 1999 (“PPSA”)) in  respect of which the seller may register a financing statement on the Personal Property  Securities Register.  
14.2 The customer hereby waives its rights contained in sections 116, 119, 120(2), 121, 125,  126, 127, 129, 131, and 132 of the PPSA.  

15 - ASSIGNMENT  
15.1 The customer shall not assign all or any of its rights or obligations under this these terms of  trade without the written consent of the seller.  

16 - CANCELLATION  
16.1 The seller may cancel these terms and conditions or cancel delivery of goods and services  at any time before the goods are delivered by giving written notice. The seller shall not be liable  for any loss or damage arising from such cancellation.  
16.2 The customer may cancel delivery of goods at the seller’s sole discretion and will be liable  for any costs incurred by the seller (e.g. restocking fee).  

17 - WARRANTY  
17.1 For goods not manufactured by the seller the warranty shall be the current warranty  provided by the manufacturer of the goods. The seller shall be under no liability whatsoever  except for the express conditions as detailed and stipulated in the manufacturer’s warranty. 
17.2 Goods delivered by the seller have a maximum warranty period of 1 year after delivery of  the goods.  
17.3 Any fault in workmanship will lead to the customer notifying the seller within 24 hours. 
17.4 In the case of second hand goods, the seller provides no warranty to the customer as to the  quality or suitability for any purpose of such goods.  

18 – PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES  
18.1 If the customer is a company or trust, the director(s) or trustee(s) accepting these terms of  trade, in consideration for the seller agreeing to supply goods and credit to the customer at  their request, also accept these terms of trade in their personal capacity and jointly and  severally personally undertake as principal debtors to the seller, the payment of any and all  monies now or hereafter owed by the customer to the seller and indemnify the seller 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 these terms of  trade. The director(s) or trustee(s), and customer shall be jointly and severally liable under the  terms and conditions of these terms of trade and for payment of all sums due here under. 

19 - INTELLECTUAL PROPERTY  
19.1 The seller shall not be liable in respect of any claim which may be made against the seller  for infringement of any letters, patent, registered design or copyright which may arise as a  result of the seller supplying goods to the customer in accordance with these terms of trade,  and the customer agrees to indemnify and keep indemnified the seller from and against all or  any such claims and against all loss, damage, costs and expenses incurred by or recovered  against the seller in respect of any such claim.  
19.2 Any drawings, specifications and technical data submitted or made available to the  customer by the seller shall remain the property of the seller and the customer shall be  liable to the seller for any loss, damage, cost or expense incurred by the seller as a result  of any unauthorized use or disclosure by the customer of any such drawings, specifications  and technical data.  

20 – Loan and demo tools 
AECS Equipment Ltd  will supply to its customers at its discretion loan tools or demo tools (loan tools from here  on). The use and return of loan tools are subject to the following terms. 
20.1 No loan tool will be used for a task it was not designed for. The customer agrees to  purchase the loan tool for its full new value when abuse has been detected.
20.2 AECS Equipment Ltd loan tools are not allowed to be used by anyone but the customer.
20.3 Damage to any part of an AECS Equipment Ltd loan tool, loss in part or in its entirety of the loan tool or  missing parts will be reimbursed to AECS Equipment Ltd by the customer as charged by AECS Equipment Ltd
20.4 The freight cost of the loan tool will be borne by the customer. 
20.5 Loan tools returned later than agreed will be charged on a hire base (based on 10% per  week of the tool’s new value). 
20.6 Any defects found in the usability of the loan tool must be notified to AECS Equipment Ltd immediately in  writing or email. 
20.7 It is accepted by the customer that the loan tool could have minor differences to a similar purchased tool. 
20.8 AECS Equipment Ltd does not accept any liability of damage done to customer’s vehicles and or property with AECS Equipment Ltd loan tools. 
20.9 The AECS Equipment Ltd loan tool will be covered by the customer’s insurance when in transit and in the  customer’s possession.

21 - MISCELLANEOUS  
21.1 If anything in this agreement is unenforceable, illegal or void it is severed, and the rest of  this agreement remains in force.  
21.2 Any legal proceedings were arbitration is necessary will take place in the Masterton (NZ)  district court.  
21.3 The customer may not claim any counter claim or set-off against any payments due  by it to AECS Equipment Ltd.  
21.4 Under no circumstances shall the liability of AECS Equipment Ltd exceed the price of the goods  in the event of a breach of this contract.  
21.5 AECS Equipment Ltd  may license or sub-contract all or any part of its rights and obligations  without the customer’s consent.  
21.6 Any advice given to the buyer by the seller or any representative of the seller is given with  the best of intentions and care. The seller will not be held liable in any way for any incorrect  advice or support given in writing, graphically or verbally.  
21.7 AECS Equipment Ltd reserves the right to review and change these terms and conditions at any  time and will notify the customer of this in writing at which time the changes will take effect. 
21.8 AECS Equipment Ltd can only guarantee the inclusion of free technical support or training when this is  offered in writing on the invoice or proforma invoice sent to the customer.