Terms & Conditions
1.1 “End 2 End” shall mean End 2 End 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 End 2 End.
1.3 “Goods” shall mean all goods, chattels, or services, provided by End 2 End to the customer, and shall include without limitation all: computer hardware, computer software, rentals, leases all charges for labour and work, insurance charges, or any fee or charge associated with the supply of goods by End 2 End to the customer.
1.4 “Price” shall mean the cost of the goods as agreed between End 2 End and the customer subject to clause 4 of the contract.
2.1 Any instructions received by End 2 End from the customer for the supply of goods shall constitute acceptance of the terms and conditions contained herein.
3. COLLECTION AND USE OF INFORMATION
3.1 The customer authorises End 2 End to collect, retain and use any information about the customer, or for the purpose of assessing the customer’s credit worthiness, enforcing any rights under this contract, or marketing any goods and services provided by End 2 End to any other party.
3.2 The customer authorises End 2 End 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 shall be deemed to be sold at the current amount, as such goods are sold by End 2 End 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 that is beyond the control of End 2 End between the date of the contract and delivery of the goods.
5.1 Payment for goods shall be made in full in accordance with agreed credit terms, but no later than the 20th day of the month following the date of the invoice, or on receipt of delivery of goods, which ever 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 End 2 End 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.
6.1 Where a quotation is given by End 2 End for goods:
6.1.1 The quotation shall be valid for seven 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.
6.2 Where goods are required in addition to the quotation the customer agrees to pay for the additional cost of such goods.
7.1 The goods remain at End 2 End’s risk until the delivery to the customer, but when title passes to the customer pursuant to clause 9.1 of this contract the goods are at the customer’s risk whether delivery has been made or not.
7.2 Delivery of goods shall be deemed complete when End 2 End gives possession of the goods for delivery to the customer, or possession of the goods is given to a common carrier, or other bailee for the 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 End 2 End making time of the essence.
7.4 Where End 2 End delivers goods to the customer by instalments and End 2 End fails to deliver one or more instalments the customer shall not have the right to repudiate the contract but shall have the right to claim compensation as a severable breach.
8.1 The customer authorises End 2 End to contract either as principal or agent for the provision of goods that are the matter of this contract.
8.2 Where End 2 End 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.
9.1 If the goods are ascertained and in a deliverable state, title in the goods passes to the customer when the customer has made payment for all goods supplied by End 2 End.
9.2 Where the customer has not paid for any goods in its possession property in such goods shall remain with End 2 End and:
9.2.1 The goods shall be held by the customer as bailee; and
9.2.2 If the goods 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 in the goods shall remain with End 2 End until the customer has made payment for all goods. Where those goods are mixed with other property so as to be part of or a constituent of any new goods, title to these new goods shall be deemed to be assigned to End 2 End as security for the full satisfaction by the customer of the full amount owing between End 2 End and customer.
9.3 The customer gives irrevocable authority to End 2 End to enter any premises occupied by the customer, at any reasonable time, to remove any goods not paid for in full by the customer. End 2 End shall not be liable for costs, damages or expenses or any other losses incurred by the customer or any third party as a result of this action, not liable in contract or in tort or otherwise in any way whatsoever.
10. RECEIPT OF GOODS
10.1 No claim relating to delivery of goods shall be considered unless made within 72 hours of delivery.
10.2 The customer shall be deemed to have accepted the goods unless the customer notifies End 2 End in writing otherwise, within 7 days of delivery of the goods to the customer.
11.1 Except as otherwise provided by statute End 2 End shall not be liable for:
11.1.1 Any loss or damage of any kind whatsoever whether suffered or incurred by the customer or another person, whether such loss or damage arises directly or indirectly from goods or services or advice provided by to the customer and without limiting the generality of the foregoing of this clause shall not be liable for any consequential loss or damage of any kind including without limitation any financial loss; and
11.1.2 Except as provided in this contract End 2 End shall not be liable in contract, or in tort, or otherwise for any loss, damage, or injury beyond the value of the goods provided by End 2 End to the customer, and
11.1.3 The customer shall indemnify End 2 End against all claims of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of End 2 End or otherwise, brought by any person in connection with any matter, act, omission, or error by End 2 End its agents or employees in connection with the goods.
11.1.4 The customer indemnifies End 2 End against any action brought for breach of copyright, design and or patent from the use of material supplied by the customer. End
2 End can not beheld responsible for any infringement of copyright, design and or patent laws resulting from material supplied by the customer.
11.1.5 End 2 End shall not be liable for any data loss however caused and recommends that the customer maintains a set (more than one) of current and readily restorable data.
12. CONSUMER GUARANTEES ACT
12.1 The guarantees contained in the consumer Guarantees Act 1993 are excluded where the customer acquires goods or services from End 2 End for the purposes of a business in terms of section 2 and 43 of that Act.
13. GENERAL LIEN
13.1 The customer agrees that End 2 End may exercise a general lien against any goods or any property belonging to the customer that is the possession of End 2 End for all sums outstanding under this contract and any other contract to which the customer and company are parties.
13.2 If the lien is not satisfied within seven days of the due date End 2 End may, having given notice of the lien at its options either:
13.2.1 Remove such goods or property and store them in such a place and in such a manner as End 2 End shall think fit and proper and at the risk and expense of the customer; or
13.2.2 Sell such goods or property 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.
14.1 No representation, condition, warranty or premise expressed or implied by law or otherwise applies to goods except where goods are supplied pursuant to the Consumer Guarantees Act 1993 or except where expressly provided to the customer at the time of sale HOWEVER no warranty shall exceed 12 months.
14.2 End 2 End does not provide any warranty that the goods are fit and suitable for the purpose for which they are required by the customer and shall not be liable if they are not.
14.3 End 2 End may at their discretion under a warranty claim: replace, repair, install or fit comparable items
14.4 Warranty claims are to be returned to End 2 End at the customers expense and risk.
14.5 The warranty is not transferable
15.1 End 2 End 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 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.
15.2 Any cancellation or suspension under clause 15.1 of this agreement shall not affect End 2 End’ 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 End 2 End under this contract.
16.1 The customer shall not assign all or any of its rights or obligations under this contract without the written consent of End 2 End.
16.2 End 2 End shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
16.3 Failure by End 2 End 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 End 2 End has under this contract.
16.4 The law of New Zealand shall apply to this contract except to the extent expressly negated or varied by this contract.
16.5 Where the terms of this contract are at variance with the order or instruction from the customer, this contract shall prevail.
16.6 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, prejudices or impaired.
16.7 Where there is a dispute under the terms of this contract, the dispute must be raised in the City of Auckland, New Zealand.
17. DISPUTE RESOLUTION
17.1 Where there is a dispute arising under the terms of this contract then the party raising the dispute shall give written notice to the other party in writing informing it of the details of the dispute, the remedy sought and refer the dispute to arbitration under the Arbitration Act 1996.
17.2 You shall be deemed to have accepted the services unless you give written notice within seven days after completion of the services of any matter with which you are not satisfied.
17.3 The dispute shall be determined by one arbitrator to be agreed upon by the parties or, failing agreement, shall be nominated by the President of the New Zealand Law Society.
17.4 The decision of the arbitrator shall be final and binding on both parties and the costs of any arbitration shall be borne, as the arbitrator shall direct.