Johnsons Panel & Paint Limited - Terms of Trade

1. Interpretation  

1.1. These Terms of Trade are entered into by the Buyer and  are intended to bind and be for the benefit of the Supplier  and the Supplier’s successors and assigns. 

1.2. In these conditions:  

“Supplier” means Johnson’s Panel and Paint Limited.  “Buyer” means the person or company buying the  Services from the Supplier.  

“Contract” means the contract between the Supplier  and the Buyer for the purchase of the  

Services.  

“Contract Price” means the price of the Services as agreed  between the Supplier and the Buyer,  

subject to any variation in accordance  

with clauses 2 and 3.  

“Due Date” means the date the Services are  estimated to be finished under the  

Contract.  

“Services” means all services (including associated  materials) supplied or to be supplied by or  

through the Supplier to the Buyer from  

time to time.  

“Vehicle” means the vehicle provided by the Buyer  on which the services will be provided. 

2. Order  

2.1. A contract will come into existence and will be governed  by these Terms of Trade once the Buyer has accepted a  quotation from the Supplier. Any additional terms  included in the quotation will form part of the contract  between the Buyer and the Supplier for the relevant  Services.  

2.2. The Supplier will use their reasonable endeavours to  complete all orders by the Buyer and quoted by the  Supplier within a reasonable time.  

3. Price  

3.1. This price contained in the Contract is based upon rates  and costs as at the date of the Contract or where the  Contract arises from a quotation or estimated price  including materials, transport, labour, customs duty,  insurance, other rates and costs.  

3.2. The price may be increased by the amount of any increase  in the cost of the Services or any other factors that may  arise between the above-mentioned date and the Delivery  Date. 

4. Taxes and Duties  

4.1. Unless expressly included in any quotation given by the  Supplier, GST is not included in the price and is the  responsibility of the Buyer. 

5. Payment 

5.1. Subject to any provision to the contrary in the Contract, all  payments for Services are due (without deduction) prior  to the Buyer collecting their Vehicle, unless otherwise  agreed between the Parties. 

5.2. Any additional payments due by the Buyer pursuant to any  of the provisions of the Contract must be paid at the time  provided in the Contract or, if no time is provided, within  30 days of the date the Supplier invoices the Buyer (time  being of the essence).  

5.3. If the Supplier at any time deems the credit of the Buyer  to be unsatisfactory, it may require security for payment  and may suspend performance of its obligations under the  Contract, until the provision of sufficient security. All costs  and expenses of or incurred by the Supplier as a result of  such suspension and any re-commencement are payable  by the Buyer upon demand.  

5.4. The Buyer is not entitled to withhold payment, set off  counterclaim or to make any deductions from the  Contract Price without the prior written consent of the  Supplier.  

5.5. Receipt of a cheque, bill of exchange or other negotiable  instrument by the Supplier whether before or after  judgement will not constitute payment and the Buyer  remains liable for the full Contract Price until such cheque,  bill of exchange, or negotiable instrument is paid in full.  

5.6. The Buyer is required to pay a deposit equal to 50 percent  of the Contract Price, for all orders where the Contract  Price is equal to or exceeds $1,000.00. 

6. Interest for Late Payment 

6.1. Interest at 10% per month, calculated on a daily basis, is  payable on any monies outstanding under the Contract  from the date payment was due, until the date payment is  received by the Supplier whether before or after  judgement but without prejudice to the Supplier’s other  rights in respect of non-payment or late payment.  

7. Inspection  

7.1. In respect of any damage to the Vehicle, the Supplier’s  liability to the Buyer is limited to the value of the Vehicle.  

8. Delay  

8.1. If the supply or delivery of the Services is delayed by  reason of or as a result of any act, omission, default or  request by or on behalf of the Buyer, the Supplier may,  without prejudice to its other right and remedies, require  payment by the Buyer of such portion of the Contract as  represents the extent to which the Supplier has  performed the Contract up to the date such payment is  required together with any expenses or additional costs  incurred by the Supplier as a result of such delay. In the  event of such delay continuing beyond a reasonable time,  the Supplier may, without prejudice to its other remedies,  terminate the contract.  

9. Exclusion of Warranty & Liability  

9.1. Except as expressly set out in this document, all  representations, conditions and warranties (express or  implied) applying between the Supplier and the Buyer,  whether statutory or otherwise are excluded as far as the  law allows.  

9.2. The entire liability of the Supplier to the Buyer, or any  other person, whether statutory, contractual, tortious or  otherwise, is limited to $250,000.00 (including GST). 

9.3. Clause 9.2 sets out the Buyer’s sole rights to  compensation/remedies from the Supplier for any matter  involving these Terms of Trade, the Contract or any other  matter. The Supplier will not be liable in any way  (including negligence, tort and equity) to the Buyer or to  any other person in connection with this or any other  contract or the purported exercise of the Supplier’s rights  under these Terms for any:  

1. Loss whatsoever including loss of income,  profits, savings or goodwill or any indirect or  

consequential loss or special or exemplary  

damages;  

1. In relation to any claim or series of related  claims any amount exceeding $250,000.00; 
2. Amount not claimed within 90 days of the  Buyer becoming aware of the circumstances  

giving rise to this claim;  

10. Default  

10.1. If the Buyer defaults in the due payment of any monies  payable to the Supplier under the contract, or if the Buyer  commits any act of bankruptcy or insolvency, or enters  into any composition or arrangement with its creditors or  (in the case of a company) does any act which would  render it liable to be wound up or have a receiver  appointed over its property or the Supplier reasonably  believes that the Buyer is unlikely to be able to  immediately pay any sums due or owing, or supply information to the Supplier. The Supplier, without  prejudice to any other right it has at law or in equity, may,  at its option, suspend or terminate the Contract, and  payment for the Services performed up to the date of such  suspension or termination and any other monies payable  hereunder will immediately become due and payable.  

10.2. The Supplier shall be under no obligation to complete any  Contract or to deal with the Buyer until they are entirely  satisfied all defaults have been remedied and the Supplier 

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is confident the Buyer will be able to perform their  obligations under the Contract. 

10.3. The Buyer acknowledges and agrees to pay all the Suppliers’ costs (including legal costs on a solicitor/ client  basis) incurred by the Supplier in connection with any  default by the Buyer or enforcement action taken by the  Supplier.  

10.4. In consideration of the Supplier agreeing to supply the  Services, the Buyer charges all its right, title and interest  (whether joint or several) in any land owned by the Buyer,  either now or in the future, to secure the performance by  the Buyer of its obligations under the Contract. 

10.5. The Buyer indemnifies the Supplier from and against all  the Suppliers costs and disbursements including legal  costs, incurred by the Supplier in enforcing its rights under  the Contract and any cost of storage for the vehicle under  clause 10.6.  

10.6. The Buyer acknowledges that should they be unable to pay the Contract Price at the time of collection of their  vehicle, the Supplier may hold the vehicle until payment  has occurred. Should the Buyer not be able to pay the  Contract Price after a reasonable period, the Supplier may  publicly list the vehicle for sale by auction, providing the  Buyer with notice at least one week prior to the auction  by way listed in s342 of the Contract and Commercial Law  Act 2017. 

11. Contract  

11.1. The items contained in the Supplier’s quotation, any  supply contract made between the parties together with  these Terms of Trade are the conditions of the Contract.  

11.2. The Buyer acknowledges and agrees that in the case of any  conflict between an order submitted by the Buyer and the  Supplier’s quotation, Contract and these Terms of Trade,  the Supplier’s quotation, supply contract or order and  these Terms of Trade prevail.  

12. No Assignment 

12.1. The Buyer may not assign all or any of the Buyer’s rights  or obligations under the Contract without the prior  written consent of the Supplier.  

13. Law and Jurisdiction  

13.1. The Contract in all respects is deemed to be a contract  made in New Zealand and is governed exclusively by New  Zealand law.  

13.2. The Contract and these Terms of Trade are the entire  Agreement between the Buyer and the Supplier, and  supersede all representations, agreements and other  communication.  

14. Privacy Act 2020 

14.1. The Buyer authorises any person or company to provide  the Supplier with information, in response to its credit  enquiries. The Buyer further authorises the Supplier to  furnish to any third-party details of the application of  which these conditions of sale form part and any  subsequent dealings that the Buyer may have with the  Supplier.  

15. Force Majeure 

15.1. The Supplier shall not be liable for failure or delay to  perform its obligations if the delay or failure is beyond its  control, or as a result of an Act of God, war, terrorism,  strike, lockout, fire, flood, storm, earthquake or any Local  or Central Government requirement.  

16. Waiver  

16.1. All the rights, exemptions and remedies of the Supplier  remain in full force notwithstanding any neglect,  forbearance or delay in their enforcement.  

16.2. The Supplier is not deemed to have waived any condition  unless such waiver is in writing.  

17. Security and Charge 

17.1. In consideration of the Supplier agreeing to supply the  Services, the Buyer charges all of its right, title and interest  (whether joint or several) in any land, realty or other  assets capable of being charged owned by the Buyer  either now or in the future to secure the performance by  the Buyer of its obligations under these Terms of Trade  (including but not limited to the payment of any money). 

17.2. The Buyer indemnifies the Supplier from and against all  the Suppliers costs and disbursements including legal  

costs incurred in exercising of the Suppliers rights under  this clause. 

17.3. The Buyer irrevocably appoints the Supplier, and each  director of the Supplier, the Buyers true and lawful  attorney to perform all necessary acts to give effect to the  provisions of this clause 17 including, but not limited to,  signing any document on the Buyers behalf.

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