The terms of trade set out below govern all of the supplies of Products from i3 NZ Limited (“i3”, “we”, “us”) to “you”. Your acceptance of any Products from i3 indicates your continuing acceptance of these terms of trade.
1.1 Where you purchase any Products presented on the Website or otherwise use the Website, the Website trading terms, which incorporate these terms of trade, shall apply. Where you acquire goods or services supplied by other parties through the Website or through links on the Website, you do so on the condition that i3 is not liable to you in any way for those goods or services.
2. Price and Orders
2.1 All transactions are billed in NZD.
2.2 Prices may be altered without notice.
2.3 i3 reserves the right to refuse to accept any order or any part of an order, and to deliver goods by installments, in which case each installment will comprise a separate contract and shall be paid for as if it were a separate order.
3. Risk and delivery
3.1 You are responsible for insurance and risk in the Products from the earlier of the time they are received by a carrier to you or the time they are collected by you or your agent.
3.2 You agree to pay all delivery costs.
3.3 All claims for shortage or damage during delivery must be made within 7 days of the date of delivery. Where goods appear to be damaged or missing you must contact us immediately.
3.4 We will make every effort to ensure delivery of Products, or performance of services, is on time, but will not be liable to you for any loss or damage arising in any way from any delay in delivery or performance.
3.5 Unless otherwise stated in writing, all Products will be box shipped and it is your responsibility to assemble, configure and install them.
3.6 Where you ask us to deliver goods directly to another person, that person takes possession of the goods for you as your agent, and you are still directly responsible to us under these terms of trade.
4.1 Unless we have agreed in writing to extend credit to you, you must pay by internet banking or by credit card before supply.
4.2 Where we have agreed to extend credit to you, you must pay in full on the due date, unless we have agreed in writing to different payment terms. Your payment is made only when funds have fully cleared through the banking system into our bank account. Payments which you make to us will be considered to be applied first to any amount owing in respect of service work, then to payment for any goods which have been used by you, then to payment for goods supplied by us which are still on-site. We may allocate your payments in this manner at any time after receipt even if we have sent you a statement which indicates payments are allocated in a different manner.
4.3 We have sole discretion to determine the amount of credit we will extend to you at any time.
4.4 You agree to pay for the Products in full without deduction and to pay goods and services tax and any other government duties, levies or taxes in respect of the Products.
4.5 If payment is not made in full by the due date, we are entitled to charge you interest on the unpaid overdue balance at the rate of 5% per annum above the current overdraft rate charged by our bankers, compounding monthly on the unpaid balance owing on the first day of each month until payment in full is received by us, and we may charge you costs (including collection costs and legal costs on a solicitor-client basis) and suspend delivery of further Products or performance of further services until the account is paid.
5.1 With the exception of Software which is subject to licence (where it is not intended that title should ever pass to you), property and ownership in Products, whether in their original form or incorporated in or attached to another product will not pass to you but will remain with us until we receive payment in full of the purchase price of the Products and all other amounts that you owe to us for any reason.
5.2 Until property passes to you, you shall hold any Products in trust as fiduciary bailee for us and/or the software licensor, and store them in a manner to enable them to be identified and cross referenced to particular invoices.
5.3 Where i3 reasonably believes you are or will be in breach of any part of clauses 4, 5 or 6 of these terms of trade:
(a) i3 or its agent may without notice enter any premises under your control to remove any Products which are the property of i3, including Products installed in or attached to any other goods, using such force as is necessary, and without prejudice to any other of i3 rights;
(b) i3 may appoint a receiver of all or any part of the collateral (being Products supplied by i3 together with proceeds in any form) in accordance with clause 25 of the Auckland District Law Society Memorandum of General Terms and Conditions 6302, as amended from time to time. That clause is incorporated into these terms of trade in its entirety, together with any other clauses necessary for its operation.
You indemnify i3 against all costs and claims in respect of its exercise of rights under this clause 5.
6. Security interests
6.1 If we already have a security interest in the products we supply to you that security interest is continued under these terms of trade. Otherwise, you grant us a security interest in the Products that we supply to you. Our security interest covers the Products together with all proceeds, whether or not those Products have become accessions to other goods or processed or commingled into or mixed with other goods. The goods and services subject to the security interest will be described on our invoices. Where Products that we supply to you have become mixed with other similar goods supplied by other persons, you grant us a security interest in the mixed goods to the value of the Products in the mixture that we have supplied to you but which have not yet been paid for.
6.2 You agree that you will do all acts necessary and provide to us on request all information we require to register a financing statement over the Products and their proceeds of all kinds, and that you will advise us immediately in writing of any changes to that information. You waive all rights to receive a copy of any verification statement of a financing statement.
6.3 You agree that you will supply us, within 2 business days of our written request, with copies of all security interests registered over your personal property, and you authorise us as your agent to request information from any secured party relating to any security interest which is held in any personal property which is or has been in your possession or control.
6.4 You agree that we may require you to pay all reasonable costs, including legal costs on a solicitor-client basis, associated with the discharge or amendment of any financing statement registered by us, whether or not the change was initiated by you.
6.5 If we repossess goods under this agreement, we may retain those goods or dispose of them without notice to you or any other person, and, after deducting reasonable costs of sale, we may credit any surplus by way of setoff against any sums owing to us. We shall not be obliged to furnish you with the statement of account or to pay to any person other than you or your receiver or liquidator any sum in excess of the total amount you owe us at the time we credit your account. We will not be obliged to reinstate this agreement or resupply any repossessed inventory or equipment to you.
6.6 You authorise us to search the Personal Property Securities Register at any time for any information about you or (if you are a company) your parent or associated companies
7.1 You acknowledge and agree that returns shall only be accepted by us in accordance with our returns policy as notified to you from time to time on the Website, and that you may receive a full or partial credit for goods that have been returned to us only if, and to the extent that, we have consented in writing.
8.1 Goods are subject to the manufacturers warranties only. We will pass on the benefit of those warranties to you, without being directly liable to you under any warranty. Manufacturer's warranties are set out on the Website.
8.3 Any warranty may be void by unreasonable use, damage or misuse, negligent installation or operation, inadequate packaging, cleaning or maintenance, unauthorised repairs, modifications or the addition of hardware, software or consumables not supplied by i3.
11. Limitation of liability
11.2 i3’s maximum liability to you (if any) shall be limited to the value of any faulty Products or services supplied, and i3 and its employees, contractors and agents, any manufacturers of the Products or any of their materials or components and any licensors of Software or suppliers of services, will not be liable to you for loss or damage of any kind however that loss or damage is caused or arises. This exclusion of liability includes, but is not limited to, costs (including costs of returning Products to i3 or to any manufacturer or licensor), consequential loss, loss of profits, damage caused by or arising from delays in manufacturing or delivery, faulty or delayed installation, unreasonable use, negligence, faulty specifications and design, and faulty materials, components, manufacture, compilation, or assembly of the Products.
11.3 We will not be liable to you for any losses caused by events beyond our reasonable control.
13. Intellectual property and confidentiality
13.1 All intellectual property shall remain the property of i3 or any Supplier entitled to it, and neither i3 nor its Suppliers transfer any right, title or interest in the intellectual property to you.
13.8 You agree to ensure that all Confidential Information given by i3 to you is made available to your employees only on the basis that those employees at all times maintain strict confidentiality.
13.9 This clause 13 shall survive the termination of the Agreement.
14.1 i3 reserves the right to change these terms of trade from time to time.
14.2 If i3 fails to enforce any terms or to exercise its rights under these terms of trade at any time, i3 has not waived those rights.
14.3 If any provision of these terms of trade is held to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect and the parties shall adjust their respective rights and obligations in accordance with the spirit and intent of the parties as shown by these terms of trade.
14.4 This agreement is governed by the laws of New Zealand and any dispute under it shall be subject to the exclusive jurisdiction of the Courts of New Zealand.