RIGHT PARTS LIMITED – TERMS AND CONDITIONS OF TRADE
All goods and products (“Goods”) supplied and all services incidental to the Goods (“Services”) provided by Right Parts Limited (company number: 7766916) and its employees, contractors and agents (“Right Parts”) to the customer (“Customer”) are sold subject to these terms and conditions of trade (“Terms”). Any use of Right Parts’ website or an online account with Right Parts is also subject to these Terms. These Terms may be changed by Right Parts in any manner and at any time and the amended Terms will appear on Right Parts website. The Customer acknowledges that by entering Right Parts’ website, registering for an online account with Right Parts or purchasing any Goods from Right Parts, the Customer has read, understood and accepted the Terms and agrees to be bound by the Terms.
|2.1||The Customer may order Goods from Right Parts by any manner that Right Parts accepts, including online purchases.|
|2.2||Orders for Goods are subject to Right Parts’ approval and acceptance. All orders are subject to availability of the Goods.|
|2.3||The Customer cannot cancel any order for Goods (whether fully or in part) unless|
Right Parts has agreed to the cancellation in writing. The Customer cannot cancel any special indent order for Goods (being an order for Goods that Right Parts does not keep readily available in stock and where Right Parts has specifically ordered the Goods from the supplier on the Customer’s instruction) (“Special Product Order”).
2.4 Right Parts is entitled without notice to: Discontinue the manufacture or supply of any of the Goods; Add to or substitute Goods; and
Make such alterations as Right Parts thinks fit to the specifications, manufacture, design or packaging of the Goods.
3.1 The price payable for the Goods or Services ordered shall be the price specified in
Right Parts’ quotation or detailed on Right Parts’ website – www.rightparts.co.nz or otherwise notified to the Customer by Right Parts. Freight, insurance and delivery charges are additional to the price quoted for Goods, unless otherwise agreed by Right Parts.
3.2 All prices for the Goods and Services shall be in $NZD and shall be exclusive of GST (unless otherwise stated). Right Parts may correct any clerical errors or omissions in any quotation, correspondence or invoice.
3.3 Where a quotation is given by Right Parts to the Customer:
- Subject to clause 3.4 of the Terms, the quotation will be valid for 30 days from the date of issue and thereafter will be deemed to be withdrawn;
- No change to the quotation is permitted unless Right Parts has agreed in writing to the change.
3.4 Right Parts reserves the right to withdraw or vary any quotation at any time before the Customer accepts the quotation. If there is a material change in the cost of Goods or Services, Right Parts reserves the right to alter the price of Goods prior to their delivery.
- TERMS OF PAYMENT
4.1 Unless Right Parts otherwise agrees in writing, the Customer must pay the full price for the Goods and Services and any delivery costs prior to delivery of the Goods. Right Parts shall also have the right to require the Customer to pay a deposit for the Goods immediately upon placing any order with Right Parts.
4.2 Subject to clause 4.3 (which applies to Special Product Orders), where the Customer holds a trade account with Right Parts and Right Parts has agreed in writing to supply Goods or Services to the Customer prior to payment (“Trade Account Purchase”), the Customer must pay the full price for the Goods and Services and any delivery costs by the 2nd of the calendar month following the supply of the Goods or Services. Right Parts reserves the right at any time to require payment in full for the Goods prior to delivery or the right to withdraw credit.
4.3 Trade Account Purchases will only be available where the Customer has completed a trade account application (“Trade Account Application”) and provided the requisite information to Right Parts, including a credit check authority, and that Trade Account Application has been accepted by Right Parts. Acceptance of a Trade Account Application by a Customer is made at Right Parts’ sole discretion and Right Parts reserve the right to withdraw its acceptance of a Trade Account Application at any time for any reason.
4.4 Where the Customer holds a trade account with Right Parts and Right Parts has agreed in writing to supply Goods or Services to the Customer prior to payment and the Customer makes a Special Product Order for Goods (being an order that for Goods that Right Parts does not keep readily available in stock and where Right Parts has specifically ordered the Goods from the supplier on the Customer’s instruction), the Customer must pay 20% of the full price for the Goods or Services and any delivery costs prior to delivery of the Goods and must pay the balance by the 2nd of the calendar month following the supply of the Goods or Services. Right Parts reserves the right at any time to require payment in full for the Goods and Services prior to delivery or the right to withdraw credit.
|4.5||Time for payment for the Goods and Services is of the essence. The Customer must make all payments to Right Parts without delay, counterclaim, abatement, deduction or set off.|
|4.6||Without prejudice to Right Parts’ other rights and remedies, if any amounts due to|
Right Parts are not paid by the due date for payment, or the Customer breaches any other of these
Terms, Right Parts may:
- Where payment or part-payment is required prior to delivery, retain the Goods or refrain from providing Services until full payment for the Goods and Services have been received;
- Suspend or terminate any trade account the Customer holds with Right Parts and/or withdraw credit, at which time all amounts the Customer owes to Right Parts will become due and payable;
- Charge the Customer interest, payable on demand, on any overdue amounts at the rate of 12% per annum, calculated daily from the due date for payment until payment is received in full; and
- Recover from the Customer all costs incurred by Right Parts arising from any breach of these Terms including, without limitation, legal fees, service costs and all costs of recovering unpaid amounts including debt collection fees.
- RISK AND DELIVERY
|5.1||Risk passes to the Customer on delivery of goods.|
|5.2||Delivery shall be deemed complete when Right Parts gives possession of the Goods|
directly to the Customer, or possession of the goods is given to a carrier, courier, or other bailee for the purposes of transmission to the Customer, whichever is earlier.
|5.3||The Customer is responsible for insuring all Goods from the time of delivery.|
|5.4||Where Right Parts has accepted an order for Goods or Services, Right Parts will use|
its commercially reasonable endeavours to arrange supply to the Customer of the Goods or provision of Services by the date agreed in writing between Right Parts and the Customer.
5.5 Right Parts is not liable to the Customer for any failure to deliver, or for any delay in the delivery of the Goods or provision of the Services howsoever caused. Without limiting the foregoing, Right Parts is not liable for failure to deliver, or for any delay in the delivery of, the Goods or provision of the Services in the following circumstances:
- Where payment for Goods or Services by the Customer has not been received by Right Parts on the due date for payment (where payment prior to delivery or provision of services is required); or
- Those circumstances described in clause 10 of these terms.
- OWNERSHIP RESERVED
6.1 Right Parts retains ownership of and the legal and equitable title in all Goods supplied or agreed to be supplied by Right Parts until the Customer has paid the full price for the Goods and any delivery costs and all other amounts owing by the Customer to Right Parts.
- PERSONAL PROPERTY SECURITIES ACT 1999 (‘PPSA’)
7.1 The Customer grants to Right Parts a purchase money security interest in the Goods and their proceeds as security for any amounts due and owing by the Customer to Right Parts. The Goods subject to the security interest will be the Goods described in any:
- Quotation or tender given by Right Parts to the Customer;
- Contract between Right Parts and the Customer;
- Purchase order or any other order for Goods from the Customer; and/or
- Dispatch order, invoice, statement or remittance advice given by Right Parts to the Customer.
7.2 At Right Parts’ request, the Customer will promptly execute any documents and do anything else required by Right Parts to ensure that any security interest created constitutes a perfected security interest over all Goods supplied by Right Parts until all and any amounts owing by the Customer have been paid in full. This obligation extends to providing the information required by Right Parts to enable Right Parts to complete and register a financing statement or financing change statement. The Customer undertakes to give Right Parts not less than 14 days’ prior written notice of any proposed change to the Customer’s name or details.
7.3 The Customer will not, without Right Parts prior written consent, allow any person (including the Customer) to file a financing statement over any Goods supplied by Right Parts to the Customer.
7.4 If the Customer sells the Goods prior to payment to Right Parts, the Customer undertakes to pay the proceeds derived from the sale into a separate bank account for the benefit and as trustee for Right Parts so that those proceeds remain identifiable in connection with that sale of the Goods.
7.5 The Customer waives its right to receive a copy of a verification statement in respect of any financing statement or financing change statement registered by Right Parts. Sections 114(1)(a), 133 and 134 of the PPSA will not apply and the Customer waives its rights under sections 116, 120(2), 121, 125, 126, 127, 129 and 131 of the PPSA.
7.6 Any breach by the Customer of these Terms will constitute a default for the purposes of the PPSA. Without prejudice to Right Parts’ other rights and remedies, the Customer irrevocably grants to Right Parts the right and licence to enter the Customer’s premises, without notice and without any liability whatsoever to the Customer or any person or company claiming through the Customer, in order to repossess the Goods.
7.7 In this clause 7, the terms “security interest’”, “purchase money security interest”, “perfect”, “proceeds”, “financing statement” and “financing change statement” have the meanings given to them in the PPSA.
- INSPECTION AND RETURNS POLICY
8.1 The Customer will inspect the Goods on delivery and will, within seven days of the date of delivery, notify Right Parts and the carrier of any alleged defect, shortage in quantity, damage or failure to comply with quotation or description.
|8.2||The Customer shall afford Right Parts an opportunity to inspect the Goods within a reasonable time of the Customer notifying Right Parts and the carrier.|
|8.3||If the Customer does not notify Right Parts and the carrier in writing within seven days of the date of delivery, then the Customer is deemed to have accepted the Goods.|
|8.4||Where Right Parts has agreed in writing that the Customer is entitled to reject the|
Goods, Right Parts will, at Right Parts’ election, repair the Goods, replace the Goods with Goods of identical type, or refund the price the Customer has paid for the Goods (excluding delivery costs) either, at Right Parts’ election, in the form of store credit or in cash. Right Parts’ liability is limited to either, at Right Parts’ election, the repair of the Goods, the replacement of the Goods or the price the Customer has paid for the Goods (excluding delivery costs) either, at Right Parts’ election, in the form of store credit or in cash.
8.5 Returns of Goods will only be accepted by Right Parts if:
- The Customer has complied with the provisions of clause 8.1 and Right Parts has agreed in writing to the return of the Goods;
- The Goods are returned at the Customer’s cost within 14 days of the date of delivery;
- The Goods are returned with the original invoice or packing slip or the number and date of the invoice or packing slip are enclosed; and
- The Goods are returned in the condition in which they were delivered and in original packaging, complete with any accessories, parts and instruction manuals.
8.6 Right Parts will not accept returns of Special Product Orders and Goods where Right Parts has arranged for the Goods to be manufactured and supplied to a Customer’s specifications.
- EXCLUSIONS OF LIABILITY
9.1 Where the Goods have the benefit of a warranty from a third party manufacturer, Right Parts will, to the extent permitted by the third party manufacturer, pass the benefit of the warranty to the Customer but Right Parts will not itself be liable under such warranty.
9.2 Right Parts will not be liable under any warranty for any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, misuse, any alteration or repair not authorised by Right Parts or failure to follow Right Parts’ instructions.
9.3 Where the Customer is in trade and acquires the Goods in trade, then Right Parts and the Customer agree to contract out of the provisions of the Consumer Guarantees Act 1993 and accordingly the provisions of the Consumer Guarantees Act 1993 do not apply. Except to the extent permitted by law, nothing in the Terms is intended to have the effect of contracting out of provisions of the Consumer Guarantees Act 1993 in respect of a Customer that is a consumer (as that term is defined in the Consumer Guarantees Act 1993) where that Customer is not in trade and these Terms are amended to the extent necessary to give effect to that intention. In this clause 9.2, “in trade” has the meaning given to it in the Consumer Guarantees Act 1993.
9.4 Except as provided in the Consumer Guarantees Act 1993 (if applicable) and by any third-party manufacturer’s written warranty (if any), Right Parts makes no representation, condition, warranty or promise, express or implied, in respect of Goods supplied to the Customer.
9.5 Except as provided in the Consumer Guarantees Act 1993 (if applicable) and in clause 8 of these Terms, Right Parts shall not be liable for any loss suffered by the Customer arising under or in connection with the supply of Goods or Services or in tort (including negligence) or otherwise including, without limitation, loss of use of any production line or any part of it or for loss of production, loss of profit, loss of any contract, failure to realise expected profits or savings or for any indirect, special or consequential loss or damage that may be suffered by the Customer, nor shall Right Parts be liable for any loss, damage or injury caused to the Customer’s employees, agents, contractors, customers or other persons and the Customer will indemnify Right Parts against any claim by such persons.
9.6 The liability of Right Parts, whether in contract, in tort or otherwise, in respect of all claims arising under or in connection with these Terms or the Goods or Services, from any cancellation of these Terms or from any negligence, misrepresentation or other act or omission on the part of Right Parts, its servants, agents or contractors shall not, in aggregate, exceed the fees payable for the Goods or Services.
9.7 Where the Customer purchases goods for a particular purpose, it is the Customer’s
sole responsibility to ensure that the goods will be suitable for the Customer’s purpose, and Right Parts shall have no liability whatsoever in the event that the goods are not fit for the Customer’s purpose, despite any statements made to the Customer by Right Parts or its officers or employees. The Customer and Right Parts agree that section 137 of the Commercial and Contract Law Act 2017 does not apply.
- CUSTOMER’S LIABILITY AND INDEMNITY
10.1 The Customer warrants that it has the full authority to order the Goods and Services and the Customer shall be bound by all such orders. Where the Customer has ordered Goods, the Customer indemnifies Right Parts against any claim by any third-party following delivery of the Goods or provision of the Services.
10.2 The Customer indemnifies Right Parts from and against any and all damages, claims, losses, demands, liabilities (including vicarious liability), injuries, suits, actions, judgments, costs and expenses of any kind whatsoever (including, without limitation, legal fees, service costs and costs of recovering unpaid amounts) arising out of or in any way connected with the Customer’s breach of the Terms.
10.3 If you are a director(s) or trustee(s) entering into these Terms on behalf of a Customer who is a company or trust, you agree that you are to be subject to these Terms in your personal capacity and personally undertake all of the obligations of the Customer and to ensure all obligations of the Customer are met, including payment of all money owed by the Customer to Right Parts. You agree to indemnify Right Parts against any non-payment by the Customer and any other breach of these Terms. Any personal liability of a director or trustee under these Terms will not exclude the Customer in any way from the liabilities and obligations contained in these Terms.
- FORCE MAJEURE
11.1 Right Parts shall not be liable for any breach of these Terms in the event of force majeure, being any failure, delay or breach caused by strike, industrial dispute, natural disaster, shortage or unavailability of stocks of Goods or raw materials, failure of any of Right Parts’ suppliers to supply Goods, delay by any of Right Parts’ suppliers in supplying Goods, delay in transit, import restrictions, legislative, governmental or other prohibition or restriction, fire, flood, hostilities, commotions or any other causes whatsoever (whether similar to the foregoing or not) beyond Right Parts’ reasonable control.
- PRIVACY ACT
12.1 The Customer irrevocably authorises:
- Any person or entity to provide Right Parts such information as Right Parts may require in response to any credit or other inquiry by Right Parts about the Customer, including all credit checks required by Right Parts;
- Right Parts to collect, retain and use personal information about the Customer for assessing the Customer’s credit worthiness, administering the Customer’s orders and enforcing Right Parts’ rights under these Terms and marketing any goods and services provided by Right Parts; and
- Right Parts to disclose information about the Customer, whether collected directly from the Customer or collected from any other source to any person for any of the purposes specified in clause 12.1(b) of these Terms and to credit agencies for the purpose of maintaining effective credit records.
12.2 Where the Customer is an individual and the information is readily retrievable (and subject to payment of a reasonable charge), the Customer has the right to access any personal information about the Customer held by Right Parts and the right to request Right Parts to correct any incorrect information about the Customer held by Right Parts. The Customer acknowledges that if it does not allow Right Parts to access and collect information about the Customer, Right Parts may not be able to provide Goods or Services to the Customer.
- INTELLECTUAL PROPERTY
13.1 Any sale of the Goods will not operate so as to transfer or vest in the Customer any trademark, patent, copyright or other intellectual property. All intellectual property rights in respect of the Goods remain Right Parts or the applicable manufacturer’s property and the Customer may not use, reverse engineer, interfere with or alter the intellectual property in any way.
13.2 All intellectual property on Right Parts’ website is owned by Right Parts and/or its content suppliers. No part of Right Parts website may be distributed or copied for any commercial purpose, nor incorporated in any other work or publication whether in hard copy, electronic or any other form. For the purposes of this clause 13.2 “intellectual property” includes the design of, and all content appearing on Right Parts’ website, trade marks (including logos), domain names, copyright, rights in computer software, databases and lists, confidential information, know-how and trade secrets and manuals, whether registered or unregistered.
- USE OF WEBSITE AND ELECTRONIC PARTS CATALOGUE
14.1 The use of Right Parts’ website (“Website”) and electronic parts catalogue
(“Electronic Parts Catalogue”) is made available to the Customer solely at the discretion of Right Parts and will require a secure log-in provided by Right Parts for access. All Customer log-in details, password, images, part numbers, pricing and information contained on the Website or Electronic Parts Catalogue may not be distributed or supplied in any way to any third party without the express written approval of the directors of Right Parts. Breach of this clause is actionable by Right Parts and may give rise to liability of the Customer in accordance with Clause 10 of these Terms.
A Customer under the age of 18, must only use the Website with parental or caregiver consent, provided that the Customer’s parent or caregiver is over the age of 18 and has accepted the Terms on behalf of the Customer.
The Customer shall ensure that no other person shall use the Customer’s Website login or account with Right Parts to purchase any Products.
As a condition of use of the Website, the Customer agrees:
- Not to disrupt activity online;
- To ensure that the Website is not used for any illegal activity or which may expose Right Parts to potential litigation including (but not limited to) copyright and trade mark infringement, the publication of obscene or defamatory information or material, the publication of information or material that infringes the rights of third parties, or the publication of information or material that is likely to be misleading or deceptive or otherwise breaches the Fair Trading Act 1986;
- Not to use anybody else’s computer system, communications services or data, including by hacking or by attempting to circumvent user authentication or other security measures;
- Not to post or use any software or device which may facilitate a continued connection or degrade or impede the service of another user, such as pinging, mail bombs or war dialling;
- Not to run network scanning software or use open relay to distribute messages; and
- Not to introduce anything harmful or destructive (such as viruses, worms, Trojan horses, time bombs or bots) to, or interfere in any way with, Right Parts’ or anyone else’s computer system or communications services.
Either party may terminate these Terms with immediate effect if the other party:
- Is in breach of these Terms and fails to remedy the breach within 5 working days; and/or
- Becomes insolvent, fails to pay its debts as they fall due, ceases to carry on business, a resolution is passed or proceedings have commenced to have the party wound up, or a receiver, statutory manager, liquidator or any other administrator is appointed in respect of that party or any of its assets.
15.2 Without prejudice to Right Parts’ other rights and remedies, in the event of termination of these Terms pursuant to clause 15.1, the Customer shall immediately pay Right Parts all amounts due and owing by the Customer to Right Parts.
15.3 The Customer acknowledges that all clauses in these Terms intended to survive termination shall survive any such termination event that occurs pursuant to clause 15.1. Clauses intended to survive termination include but are not limited to clauses 9 and 10 of these Terms.
16.1 These Terms shall be governed by and construed in accordance with the laws of New Zealand and the parties irrevocably submit to the exclusive jurisdiction of courts of New Zealand.
|16.2||The Customer agrees to, at all times, comply fully with all relevant laws, ordinances, rules, regulations and orders of all relevant regulatory bodies in the country it resides in.|
|16.3||These Terms set out the entire agreement and understanding between the parties and merges all prior discussions between them. No party will be bound by any conditions, warranties or representations except as expressly provided in these Terms.|
16.5 Any waiver, delay or failure to execute any rights by Right parts shall not be deemed a waiver of that right or any further or other right of Right Parts. No waiver is effective unless it is in writing.
16.6 If any provision of these Terms is declared or adjudged to be invalid, void or unenforceable, such provision shall be severable and deemed deleted from these Terms and shall not affect the validity, existence, legality or enforceability of the remaining provisions.
|16.7||Notices in writing must be addressed to the other party and delivered by hand or by email.|
|16.8||The Customer may not assign its rights and obligations under these Terms without|
Right Parts’ consent. Right Parts is free to assign its rights and obligations under these Terms.