Terms of Trade

Definitions

The following persons or organisations named herein shall have the meanings defined below, and shall always include their executors, administrators, successors and assignees.

Seller / Simpro: Simpro Handling Equipment Limited (NZ Registered Company No. 1827916)

Office / Store Location: 66 Rangi Road, Takanini 2105, New Zealand; or any other premises operated from in the future.

Purchaser: The person, company, or organisation who purchases any goods or services from Simpro.

Purchase Order: The statement of the Purchaser’s requirements, whether written or verbal, given by the Purchaser to the Seller.

Contract: The term “Contract” refers to any agreement to supply goods or services to the Purchaser.

Variation of Terms

These terms and conditions shall apply to every contract between Simpro and the Purchaser. The placing of a Purchase Order by the Purchaser shall be deemed to imply acceptance by the purchaser of the general Terms and Conditions as stated herein. Any variations to these Terms and Conditions must be confirmed in writing by Simpro.

Prices

The price to be paid shall be according to any quotation submitted by Simpro to the Purchaser. If no quotation has been submitted, the price shall be according to the Price List in force at the time of dispatch of the goods. If neither of these applies, the price shall be as indicated on an invoice provided by Simpro upon completion of the order.

Prices quoted by Simpro shall be subject to adjustment, correction, or withdrawal at any time before acceptance of the Purchaser’s Order by Simpro. Unless specified to the contrary, prices quoted are ex Simpro’s store location, and freight will be charged where applicable.

If the Purchaser is an entity based in New Zealand, Goods and Services Tax shall be payable by the Purchaser in addition to the contract price, at such rate as may be required by law.

Payment Terms

The Payment Terms as detailed in any quotation shall be strictly adhered to. Where non-standard goods are to be manufactured, Simpro may request a 30% deposit to be paid at the time of an order being placed by the Purchaser. If no other arrangements have been made with Simpro, payment is due within 7 days of the date of invoice. For New Zealand-based trade customers, agents, and resellers, payment is due on the 20^th day of the month following the date of invoice. For Purchasers based outside New Zealand, payment is due within 30 days of the invoice date.

If the Purchaser is in default of making payment in accordance with this clause, then interest shall be added to the unpaid amount, at the rate of 1.5% per month, from the date the payment was due, until the date of actual payment. The Purchaser shall also be liable to pay any costs incurred incidental to the enforcement or attempted enforcement of Simpro’s rights under the contract.

Delivery

Simpro will use its best endeavours to comply with any delivery date agreed with the Purchaser, but shall not be liable for any delay or for consequential loss resulting from late delivery of goods, or for loss or damage to goods after dispatch from Simpro’s store.

Delivery is deemed to be complete when the goods have been uplifted by the Purchaser’s or Simpro’s carrier. The Purchaser shall notify Simpro immediately on receipt of the goods if they have been damaged during delivery.

Insurance

Insurance for goods during delivery within New Zealand is the responsibility of the Purchaser, even if Simpro arranges the carrier on the Purchaser’s behalf. Insurance for all export shipments is automatically included where export freight is arranged by Simpro on behalf of the Purchaser. This insurance will be on-charged to the Purchaser.

Risk and Reservation of Title

Liability and Risk shall pass to the Purchaser at the time the goods leave Simpro’s store, notwithstanding that Simpro may arrange delivery. Simpro shall retain a Purchase Money Security Interest in all goods sold and delivered to the Purchaser until payment is received in full. Simpro may perfect its Security Interest by registering financing statement(s) pursuant to the Personal Property Securities Act 1999. The purchaser waives any right to receive verification of any financing statements so registered.

If the Purchaser fails to comply with Simpro’s terms of payment, Simpro shall have all rights and remedies as may be available to it, and Simpro or its authorised agent may enter upon any premises where the goods are situated, and take possession of such goods. The Purchaser shall fully indemnify Simpro for any claim and/or demand which may be brought in respect of such entry and taking of possession.

The Purchaser agrees to provide complete, accurate and up-to-date information as Simpro may reasonably require for registering a financing statement on the Personal Property Securities Register, and shall provide not less than 14 days written notice of any proposed change in the Purchaser’s name or other details.

Warranty

Any warranty offered by Simpro is subject to the Terms and Conditions fully detailed in a separate Warranty Terms and Conditions document. Simpro gives no undertaking or warranty that goods supplied are fit or suited for any particular purpose or process.

Limitation of Liability

Simpro shall not be liable for any indirect or consequential damage or loss (including loss of profit) which the Purchaser may suffer as a result of any delay in delivery, or any breach by Simpro of these terms and conditions. The liability of Simpro shall not under any circumstances exceed the purchase price of the goods.

Consumer Guarantees Act 1993

As all goods and services supplied by Simpro are for business purposes only, the statutory guarantees of the Consumer Guarantees Act 1993 shall not apply.

Return of Goods

Goods will not be accepted for credit unless prior approval is obtained from Simpro.

Custom machines will not be accepted for return. Simpro will consider for return machines with the following SKU codes: EZI-MT1500, MT1600, DM1500, DM1800.

Such returns shall be made within 14 days of delivery, freight paid, and in original condition. A Restocking Fee of 25% may be charged to the Purchaser’s account.

Cancellation

Cancellation of an accepted Purchase Order after work has commenced in the manufacturing and/or assembly of goods shall only be with the written consent of Simpro. The Purchaser shall reimburse Simpro for materials, labour, and other incidental expenses that may have been incurred before the order was cancelled.

Specifications

The specifications of goods offered are approximate only. The goods supplied may not be identical to those offered or ordered, but will be as similar to those offered or ordered as are commercially available.

Unsolicited Electronic Messages Act 2007

You give your consent for us to contact you by email with news, offers and information. You can at any time request that we remove you from our email mailing system.

Operation of Law

These conditions shall be construed, and the rights of the parties hereto shall be regulated by the Laws of New Zealand. The parties shall submit to the jurisdiction of the Courts of New Zealand in the event of any dispute.

General

Simpro reserves the right to review these terms and conditions at any time. In the event of change(s) being made, the change(s) will take effect from the date on which the Purchaser is notified of such change(s).