Terms & Conditions
Terms & Conditions
14.3. If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality andenforceability of the remaining provisions shall not be affected, prejudiced or impaired14.3. If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality andenforceability of the remaining provisions shall not be affected, prejudiced or impairedof the rights or obligations TER has under this contract1. DEFINITIONS1.1 “TER” shall mean The Engine Room Ltd, 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 personpurchasing products and services from TER.1.3 “Products” shall mean:1.3.1.all Products of the general description specified on the front of this agreement and supplied by TER to the Customer; and1.3.2.all Products supplied by TER to the Customs; and1.3.3.all inventory of the Customer that is supplied by TER; and1.3.4.all Products supplied by TER and further identified in any invoice issued by TER to the Customer, which invoices are deemedto be incorporated into and form part of this agreement; and1.3.5.all Products that are marked as having been supplied by TER, or that are stored by the Customer in a manner that enablesthem to be identified as having been supplied by TER; and1.3.6.all of the Customers present and after-acquired Products that TER has performed work on or to or in which goods and materialssupplied or financed by TER have been attached or incorporated,1.3.7.The above descriptions may overlap but each is independent of and does not limit the others.1.4 “Products and Services” shall mean all products, services, goods and advice provided by TER to the customer and shall includewithout limitation the manufacturer and supply of marine Products and services and all charges for labour, hire charges, insurancecharges or any fee or charge associated with the supply of Products and Services by TER to the Customer.1.5 “Price” shall mean the cost of the Products and Services as agreed between TER and the Customer and includes all disbursements,e.g. charges TER pay to others on the Customer’s behalf subject to clause 4 of this contract.2. ACCEPTANCE2.1 Any instructions received by TER from the Customer for the supply of Products and Services shall constitute a binding contract andacceptance of the terms and conditions contained herein.3. COLLECTION AND USE OF INFORMATION3.1 The Customer authorises TER to collect, retain and use any information about the Customer for the purpose of assessing theCustomer’s credit worthiness, enforcing any rights under this contract, or marketing any Products and Services provided by TER toany other party.3.2 The Customer authorises TER to disclose any information obtained to any person for the purposes set out in clause 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 thePrivacy Act 1993.4. PRICE4.1. Where no Price is stated in writing or agreed to orally the Products and Services shall be deemed to be sold at the current amount assuch Products and Services are sold by TER 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 Products and Services that is beyondthe control of TER between the date of the contract and delivery of the Products and Services.4.3.5. PAYMENT5.1. Payment for Products and Services shall be made in full either:5.1.1. Cash on delivery/completion5.1.2. Within 7 days on completion; or5.1.3. On or before the 20th day of the month following the date of the invoice (‘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 TER in the enforcement of any rights contained in this contract shall bepaid 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 ispaid in full.5.5. A deposit may be required.6 . QUOTATION6.1.Where a quotation is given by TER for Products and Services:6.1.1. Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and6.1.2. The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary.7. TITLE AND SECURITY (PERSONAL PROPERTY ACT 1999)7.1. Title in any Products and Services supplied by TER passes to the Customer only when the Customer has made payment in full for allProducts and Services provided by TER and all other sums due to TER by the Customer have been paid in full, TER has a securityinterest in all Products and Services.7.2.If the Products and Services are attached, fixed or incorporated into any property of the Customer, by way of any manufacturing orassembly process by the Customer or any third party, title in the Products and Services shall remain with TER until the Customer hasmixed with other property so as to be part of or a constituent of any new Products and Services, title to these Products and Servicesshall deemed to be assigned to TER as security for the full satisfaction by the Customer of the full amount owing between TER andthe Customer.7.3. The Customer gives irrevocable authority to TER to enter any premises occupied by the Customer or on which Products and Servicesare situated at any reasonable time after default by the Customer or before default if TER believes a default is likely and to removeand repossess any Products and Services and any other property to which Products and Services are attached or in which Productsand Services are incorporated. TER shall not be liable for any costs, damages, expenses or losses incurred by the Customer or anythird party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liabilitycannot be excluded. TER may either resell any repossessed Products and Services and credit the Customer’s account with the nettproceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Products andServices and credit the Customer’s account with the invoice value thereof less such sum as TER reasonably determines on account ofwear and tear, depreciation, obsolescence, loss or profit and costs
7.4. Where Products and Services are retained by TER pursuant to clause 7.3 the Customer waives the right to receive notice under s.120of the Personal Property Securities Act 1999 (‘PPSA’) and to object under s.121 of the PPSA.7.5. The following shall constitute defaults by the Customer:7.5.1. Non payment of any sum by the due date7.5.2. The Customer intimates that it will not pay any sum by the due date.7.5.3. Any Products and Services are seized by any other creditor of the Customer or any other creditor intimates that it intends toseize Products and Services7.5.4. Any Products and Services in the possession of the Customer are materially damaged while any sum due from the Customer toTER remains unpaid.7.5.5. The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlorddisdains against any of the Customer’s assets.7.5.6. A Court Judgement is entered against the Customer and remains unsatisfied for seven (7) days.7.5.7. Any material adverse change in the financial position of the Customer.8. SECURITY INTEREST FOR SERVICE PROVIDERS.8.1. The Customer gives TER a security interest in all of the Customer’s present and after-acquired property that TER has performedservices on or to in which goods or materials supplied or financed by TER have been attached or incorporated.9. GENERAL LIEN9.1. The Customer agrees that TER may exercise a general lien against any Products and Services or property belonging to the Customerthat is in the possession of TER for all sums outstanding under this contract to which the Customer and TER are parties.9.2. If the lien is not satisfied within seven (7) days of the due date TER may, having given notice of the lien at it’s option either:9.2.1. Remove any Products and Services and store them in such as place and in such a manner as TER shall think fit and proper andat the risk and expense of the Customer, or9.2.2. Sell such Products and Services or part thereof upon such terms as it shall think fit and apply the proceeds in or towardsdischarge of the lien and costs of sale without being liable to any person for damage caused.10. LIABILITY10.1. The Customer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or imposeobligations upon TER which cannot by law (or which can only to a limited extend by law) be excluded or modified. In respect of anysuch implied warranties, conditions or terms imposed on TER, TER’s liability shall where it is allowed, be excluded or if not able tobe excluded only apply to the minimum extend required by the relevant statute.10.2. Except as otherwise provided by clause 10.0 TER shall not be liable for:10.2.1. Any loss or damage of any kind whatsoever, rising from the supply of Products and Services by TER to the Customer includingconsequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (includingnegligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Products and Servicesprovided by TER to the Customer and10.2.2. The Customer shall indemnify TER against all claims and loss of any kind whatsoever however caused or arising and withoutlimiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of TER or otherwise,brought by any person in connection with any matter, act, omission or error by TER it’s agents or employees in connection withthe Products and Services.11. WARRANTY11.1. Any warranty provided by TER to the Customer shall also form part of these terms and conditions of trade.12. CONSUMER GUARANTEES ACT12.1. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Products andServices for TER for the purposes of a business in terms of section 2 and 43 of that Act.13. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES13.1. If the Customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for TER agreeing tosupply Products and Services and grant credit to the Customer at their request, also sign this contract in their personal capacityand jointly and severally personally undertake as principal debtors to TER the payment of any and all monies now or hereafterowed by the Customer to TER and indemnify TER against non-payment by the Customer. Any personal liability of a signatoryhereto shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. Thesignatories and Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment ofall sums due hereunder.14. MISCELLANEOUS14.1. TER shall not be liable for delay or failure to perform it’s obligations if the cause of the delay or failure is beyond it’s control.14.2. Failure by TER 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 TER has under this contract.14.3. If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality andenforceability of the remaining provisions shall not be affected, prejudiced or impaired
7.4. Where Products and Services are retained by TER pursuant to clause 7.3 the Customer waives the right to receive notice under s.120of the Personal Property Securities Act 1999 (‘PPSA’) and to object under s.121 of the PPSA.7.5. The following shall constitute defaults by the Customer:7.5.1. Non payment of any sum by the due date7.5.2. The Customer intimates that it will not pay any sum by the due date.7.5.3. Any Products and Services are seized by any other creditor of the Customer or any other creditor intimates that it intends toseize Products and Services7.5.4. Any Products and Services in the possession of the Customer are materially damaged while any sum due from the Customer toTER remains unpaid.7.5.5. The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlorddisdains against any of the Customer’s assets.7.5.6. A Court Judgement is entered against the Customer and remains unsatisfied for seven (7) days.7.5.7. Any material adverse change in the financial position of the Customer.8. SECURITY INTEREST FOR SERVICE PROVIDERS.8.1. The Customer gives TER a security interest in all of the Customer’s present and after-acquired property that TER has performedservices on or to in which goods or materials supplied or financed by TER have been attached or incorporated.9. GENERAL LIEN9.1. The Customer agrees that TER may exercise a general lien against any Products and Services or property belonging to the Customerthat is in the possession of TER for all sums outstanding under this contract to which the Customer and TER are parties.9.2. If the lien is not satisfied within seven (7) days of the due date TER may, having given notice of the lien at it’s option either:9.2.1. Remove any Products and Services and store them in such as place and in such a manner as TER shall think fit and proper andat the risk and expense of the Customer, or9.2.2. Sell such Products and Services or part thereof upon such terms as it shall think fit and apply the proceeds in or towardsdischarge of the lien and costs of sale without being liable to any person for damage caused.10. LIABILITY10.1. The Customer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or imposeobligations upon TER which cannot by law (or which can only to a limited extend by law) be excluded or modified. In respect of anysuch implied warranties, conditions or terms imposed on TER, TER’s liability shall where it is allowed, be excluded or if not able tobe excluded only apply to the minimum extend required by the relevant statute.10.2. Except as otherwise provided by clause 10.0 TER shall not be liable for:10.2.1. Any loss or damage of any kind whatsoever, rising from the supply of Products and Services by TER to the Customer includingconsequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (includingnegligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Products and Servicesprovided by TER to the Customer and10.2.2. The Customer shall indemnify TER against all claims and loss of any kind whatsoever however caused or arising and withoutlimiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of TER or otherwise,brought by any person in connection with any matter, act, omission or error by TER it’s agents or employees in connection withthe Products and Services.11. WARRANTY11.1. Any warranty provided by TER to the Customer shall also form part of these terms and conditions of trade.12. CONSUMER GUARANTEES ACT12.1. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Products andServices for TER for the purposes of a business in terms of section 2 and 43 of that Act.13. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES13.1. If the Customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for TER agreeing tosupply Products and Services and grant credit to the Customer at their request, also sign this contract in their personal capacityand jointly and severally personally undertake as principal debtors to TER the payment of any and all monies now or hereafterowed by the Customer to TER and indemnify TER against non-payment by the Customer. Any personal liability of a signatoryhereto shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. Thesignatories and Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment ofall sums due hereunder.14. MISCELLANEOUS14.1. TER shall not be liable for delay or failure to perform it’s obligations if the cause of the delay or failure is beyond it’s control.14.2. Failure by TER 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 TER has under this contract.14.3. If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality andenforceability of the remaining provisions shall not be affected, prejudiced or impaired