Terms of Trade Effective 1/1/2015

  1. Ordering Goods and Services
    1. To order Goods and / or Services from Techmedics Ltd / Skynet.net you need to be currently approved by us for credit purposes, unless we reach an alternative payment arrangement with you. We will advise you promptly if we approve you for credit purposes or if we withdraw our approval
    2. To receive Services from Techmedics Ltd / Skynet.net regularly under an agreed support plan, you must
      1. Discuss your requirements with us; and
      2. Enter into an agreement with us in the form of a Support Plan
  2. Application of Terms of Trade
    1. All Goods and Services that we supply to you (whether in relation to an Order, a Support Plan or otherwise) are subject to these Terms of Trade. In addition, all Services that we supply under a Support Plan are subject to the terms of that Support Plan.
    2. These Terms of trade and any current Support Plan prevail over any document issued by you or on your behalf, even if purported to be accepted by us.
    3. To the extent that there is any inconsistency between these Terms of trade and any current Support Plan, the Support Plan will prevail.
  3. Our Commitment to You
    1. In providing Goods and Services to you, we will endeavour to act in all times responsibly, bearing in mind your best interests.
  4. Delivery
    1. Whenever we accept an Order, we will endeavour to deliver the Goods to your premises (or, if applicable, the End users premises) and to perform the Services by the time that you and we agree. However we will not be liable for any failure to deliver all or any part of the Goods or Services, or for any delay in the delivery
    2. You must ensure that the delivery of Goods is not refused except where we have first agreed in writing to the refusal
  5. Pricing
    1. Our prices are:
      1. for accepted Orders where we have provided a quotation for the relevant Goods and / or Services within the 30 days before the order was placed, that quotation, plus GST and or any other taxes and transport costs;
      2. for all other accepted orders, our prevailing hourly rate at the date of supply, including for any travel to and from your (or any End User’s) site, plus GST and any other taxes or transport costs. Our hourly rate will be rounded to the next half hour, except that;
        1. our minimum charge for Services is 0.5 hours;
        2. our minimum charge for onsite services is 1.0 hours
        3. a surcharge of one half will be applied to Services provided outside business hours.
      3. For Services under any current Support Plan, the amounts set out in that Support Plan, (together the Prices).
  6. Payment
    1. Orders; Unless we agree otherwise in writing, you agree to pay us (in cleared and immediately available funds, with-out set-off, counterclaim, deduction or withholding, except as required by the law) the Prices of all the Goods and Services in accordance with the following timetable (the Due Dates)
      1. if we are supplying Goods;
        1. 100% of the Price of the Goods when we accept your Order for the Goods or if agreed in writing 50% of the price of the goods then.
        2. the balance of the price of the Goods by the 20th of the month following the date of invoice.
      2. for all Services under accepted Orders, and all other amounts that you owe us under this agreement;
        1. by the 20th of the month following the date of the invoice
      3. for all amounts payable under a Support Plan, in accordance with the dates set out in the Support Plan.
    2. Failure to pay by the Due Dates If you do not make payment by the due date (whether in relation to an order or a Support Plan) you will be in default, and we may:
      1. charge 30% of the oputstanding amount plus a default interest of 5% per month calculated on a daily basis on the overdue amount, from the due date until the date when the payment is made. The charging of default interest does not imply the granting or extension of credit;
      2. recover from you (as a debt owing) all costs incurred in attempting to obtain payment, including legal costs (on a solicitor and own client basis), debt collection costs and administrative charges;
      3. as your irrevocably appointed agent for the purposes of this clause, enter any premises where we believe Goods are stored and remove them. We will not be responsible for, and you indemnify us against any damage caused or loss or liability incurred in entering the premises or removing the Goods. We may resell the Goods and apply the proceeds to reduce the amount that you owe us; and
      4. exercise any of our remedies for default under clause 11 or at law
  7. Risk and ownership of Goods
    1. Risk of loss, deterioration or damage from any cause, of any Goods that we supply you, passes to you on the delivery of the Goods to you (or on delivery of the Goods to the End User, if we deliver them to an End User).
    2. We retain ownership of the Goods until you have paid us all amounts that you owe us in relation to all Goods and Services that we have supplied to you. If any Goods are mixed or commingled (as defined in the Personal Property Securities Act 1999 (PPSA) with other goods before payment, we will own the resulting mixed or commingled goods as if they were Goods that we had supplied.
    3. After delivery, but while ownership of Goods remains with us:
      1. you must ensure they are stored so they are clearly identifiable as belonging to us;
      2. you may (unless we advise your or otherwise, or you have breached these Terms of Trade) use, lease at market rates, or sell for full value the Goods in the ordinary course of your business. If you lease or sell the Goods, you must hold the proceeds (separately and in identifiable form) in trust for us, and pay them into a bank account nominated by us if we request this;
      3. except as provided in clause 7.3.2, you must not grant anyone any interest in or charge over the Goods; and
      4. you must insure the Goods at your cost, naming us as a loss payee, for full replacement cost against all risks. We may apply the proceeds or any insurance payments to reduce the amount that you owe us.
  8. Personal Property Securities Act 1999
    1. You acknowledge that:
      1. these Terms of Trade are a security agreement for the purposes of section 36 of the PPSA;
      2. we take a security interest in all Goods that we have previously supplied to you (if any) and all Goods that we will supply to you in the future, to secure (with equal priority) payment of all amounts that you owe us;
      3. the security interest will continue until you have paid all amounts owing; and
      4. you waive your right to receive a verification statement under section 148 of the PPSA
    2. You:
      1. will promptly sign any further documents, provide any further information, or do any other thing that we reasonably require to perfect and maintain the perfection of our security interest (including by registering a financing statement or financing change statement)
      2. indemnify (and if requested reimburse) us for all expenses we incur in registering a financing statement or financing change statement or releasing the Goods charges by the statement; and
      3. will give us 14 days’ prior written notice of any change in your name, address, contact details, trading name, business practice or any other details, and use your best endeavours to ensure that any applicable financing change statement is registered disclosing your new details.
    3. To the fullest extent permitted by the law, you and we contract out of section 114(1)(a) of the PPSA, and out of your rights referred to in sections 107(2)(c), (d), (h), and (i) of the PPSA. If and so long as we are not the secured party with priority over all other secured parties in respect of any particular Goods, you and we agree that section (109)(1) of the PPSA does not apply to those particular Goods.
  9. Warranties and liability
    1. We warrant that if, due to our fault, any Network that we establish does not allow the Goods in that Network to function simultaneously during the 30 days immediately following the Commissioning Date for the number of users specified in our quotation, and you notify (or, if applicable, the End User notifies) us of the fault, we will remedy the fault free of charge.
    2. Where Goods are covered by a manufacturer’s warranty we will endeavour to ensure that any faults in the Goods that are notified to us are attended to quickly by the manufacturer. However to the extent that we are not reimbursed by the manufacturer, we will charge you for our Services in attending to the fault.
    3. Subject to clauses 9.1 and 9.2, all warranties, representations and conditions relating to the Goods and Services, whether expressed or implied, whenever arising, and whether originating by statue, law, trade, custom or otherwise, are expressly excluded to the fullest extent permitted by law. In particular:
      1. We do not warrant that the Goods will be error-free or that we will be able to correct all errors in the Goods, any Network, or your (or, if applicable, the End User’s) computer system;
      2. you acknowledge that the Goods and Services are acquired for the purposes of a business, and that the Consumer Guarantees Act 1993 will not apply; and
      3. you will indemnify us and keep us indemnified against all costs (including legal costs on a client and own solicitors basis), expenses, damages, losses (including loss of profits, data or business opportunity) that we suffer or incur as a result of any claim by an End User, whether in tort (including negligence), breach of statutory duty, equity or otherwise
    4. if, despite the other provisions of these terms of Trade, we are found to be liable to you, then our liability is limited to an amount equal to the price you paid for the particular Good or Service in respect of which the liability arises.
  10. Default and termination
    1. if we have reasonable grounds to believe that:
      1. You are in default of these Terms of Trade;
      2. You have become insolvent or have ceased or threatened to cease to carry on all or substantially all of your business or operations;
      3. a receiver or manager has been appointed in respect of any part or the whole of your assets or business;
      4. any resolution has been passed or proceedings have been commenced to wind you up; or
      5. you have entered into a formal proposal for compromise with creditors under the Companies Act 199, we may:
      6. not supply you with any further Goods or Services, or defer supplying you with them; and
      7. treat any order or Support Plan as having been cancelled or terminated by you, and;
      8. enforce our security interest in the Goods.
    2. If we withdraw our approval of you for credit purposes, we may treat any Support Plan as having been cancelled or terminated by you.
    3. Termination or cancellation of any Order or Support Plan will not affect the rights, powers, remedies, obligations, duties and liabilities of either party which have accrued before termination or expiry
  11. Intellectual Property
    1. You acknowledge that we (or our supplier) are the sole owner of all intellectual property (including business know-how, ideas, methodologies, routines, systems and processes) relating to or arising, directly or indirectly, out of the Goods and Services that we supply to you, or developed or contributed to by us in relation to any information, fault, repair or documentation that we supply to you, or as a result of us performing Services or any other work for you.
  12. Confidential Information
    1. Each party agrees to keep the other party’s Confidential Material confidential and not to:
      1. Use the Confidential Material for any purpose other than for the purpose for which it was supplied; or
      2. Copy or reproduce any of the Confidential Material in any way, except where disclosure is necessary to enable an End User to use the Goods or Services under lease, or where the party that owns the Confidential Material has consented in writing to disclosure.
  13. Resolving Disputes
    1. The parties will use all reasonable endeavours to resolve any dispute between them. If the parties cannot resolve the dispute between themselves, they will refer the dispute to mediation, which will be conducted in Terms or Trade of LEADR New Zealand Inc’ standard mediation agreement.
  14. Entire Agreement:
    1. These Terms of Trade, and any current Support Plan, constitute the entire agreement between you and us in relation to their subject matter. They supersede all earlier negotiations, representations, warranties, proposals, communication, understandings and agreements.
  15. Amendments:
    1. You may amend, replace or cancel these Terms of trade or any current Support Plan with our prior written agreement (but not otherwise). We may amend, replace or cancel these Terms of trade or any current Support Plan by giving you one month’s written notice for the change, or by posting the change at www.techmedics.co.nz.
  16. Force majeure:
    1. We are not required to perform any obligation under these Terms of trade or a Support Plan if prevented from doing so by any event beyond our reasonable control. If we cannot fulfil our obligations under and Order or Support Plan for more than 30 days because of this event, either you or we may immediately cancel that Order or Support Plan by written notice to the other party.
  17. No waiver:
    1. Any exercise or failure to exercise any right or remedy available to us does not limit our rights to exercise that or any other remedy. A waiver of any of these Terms of Trade must be in writing and signed by one of our Directors.
  18. Relationship:
    1. You and we are independent contractors. Nothing in these Terms of Trade or any Support Plan should be interpreted as constituting you our agent, partner, contractor, office or  employee. You are not entitled to enter into any obligations on our behalf without our express written consent.
  19. Law:
    1. These Terms of Trade and any current Support Plan are governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the New Zealand Courts.