“CTGL” means Cabins To Go Limited and, where the context permits, its agents and employees.
“Customer” means the customer, any person acting on behalf of and with the authority of the customer, or any person purchasing Goods and Services from CTGL.
“Goods” means:
all goods of the general description specified in this agreement and supplied by CTGL to the Customer;
all goods supplied by CTGL to the Customer;
all inventory of the Customer that is supplied by CTGL;
all goods supplied by CTGL and further identified in any invoice issued by CTGL to the Customer, which invoices are deemed to be incorporated into and form part of this agreement;
all goods that are marked as having been supplied by CTGL or that are stored by the Customer in a manner that enables them to be identified as having been supplied by CTGL;
all of the Customer’s present and after-acquired goods on which CTGL has performed work, or to which goods or materials supplied or financed by CTGL have been attached or incorporated; and
the above descriptions may overlap, but each is independent of and does not limit the others.
“Goods and Services” means all goods, products, services and advice provided by CTGL to the Customer and includes, without limitation, the design, manufacture, supply, delivery and installation of cabins and related products and services, maintenance, repairs and consulting, together with all charges, insurance charges and any other fee or charge associated with the supply of Goods and Services by CTGL to the Customer.
“Price” means the cost of the Goods and Services agreed between CTGL and the Customer and includes all disbursements, charges and amounts paid by CTGL to others on the Customer’s behalf, subject to clauses 10 and 11 of this contract.
Acceptance
Any instructions received by CTGL from the Customer for the supply of Goods and Services shall constitute a binding contract and acceptance of the terms and conditions contained herein.
Collection and Use of Information
The Customer authorises CTGL to collect, retain and use information about the Customer for the purposes of assessing the Customer’s creditworthiness, enforcing any rights under this contract, and marketing Goods and Services provided by CTGL.
The Customer authorises CTGL to disclose information obtained about the Customer to any person where reasonably required for the purposes set out in clause 7.
Where the Customer is a natural person, the authorities and consents given under clauses 7 and 8 are authorities and consents for the purposes of the Privacy Act 2020.
Price
Where no Price is stated in writing or agreed orally, the Goods and Services shall be deemed to be supplied at CTGL’s current price for such Goods and Services at the time the contract is entered into.
The Price may be increased by the amount of any reasonable increase in the cost of supplying the Goods and Services that is beyond the control of CTGL and occurs between the date of the contract and delivery of the Goods and Services.
Payment
Unless otherwise agreed in writing, payment for Goods and Services shall be made in full on or before the payment date stated in the quotation, invoice or agreement issued by CTGL (“the due date”).
Progress payments may be required on larger contracts.
Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part thereof.
Any expenses, disbursements and legal costs reasonably incurred by CTGL in enforcing any rights contained in this contract shall be paid by the Customer, including reasonable solicitor’s fees and debt collection agency fees.
Receipt of a cheque, bill of exchange or other negotiable instrument shall not constitute payment until that negotiable instrument has been paid in full.
Quotation
Where a quotation is given by CTGL for Goods and Services:
unless otherwise agreed, the quotation shall be valid for thirty (30) days from the date of issue;
the quotation shall be exclusive of Goods and Services Tax (GST) unless specifically stated otherwise; and
CTGL reserves the right to alter the quotation due to circumstances beyond its control.
Where Goods and Services are required in addition to those included in the quotation, the Customer agrees to pay the additional cost of those Goods and Services.
Title and Security - Personal Property Securities Act 1999
Title in any Goods supplied by CTGL shall pass to the Customer only when the Customer has made payment in full for all Goods and Services provided by CTGL and all other sums due to CTGL by the Customer on any account whatsoever. Until all sums due to CTGL by the Customer have been paid in full, CTGL shall have a security interest in the Goods.
If the Goods are attached, fixed or incorporated into any property of the Customer by way of a manufacturing, construction or assembly process undertaken by the Customer or any third party, title in the Goods shall remain with CTGL until the Customer has made payment in full for all Goods and Services.
Where the Goods are mixed with or incorporated into other property so as to become part of or a constituent of new goods, title to those new goods shall be deemed to be assigned to CTGL as security for the full satisfaction of all amounts owing by the Customer to CTGL.
The Customer gives CTGL irrevocable authority, to the extent permitted by law, to enter any premises occupied by the Customer or on which the Goods are situated at any time after default by the Customer, or before default where CTGL reasonably believes that a default is likely, and to remove and repossess the Goods and any other property to which the Goods are attached or in which the Goods are incorporated.
CTGL shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of such action, whether in contract, tort or otherwise, except to the extent that such liability cannot lawfully be excluded.
CTGL may either:
resell any repossessed Goods and credit the Customer’s account with the net proceeds of sale after deducting all reasonable repossession, storage, selling and other costs; or
retain any repossessed Goods and credit the Customer’s account with their invoice value, less such amount as CTGL reasonably determines for wear and tear, depreciation, obsolescence, loss of profit and associated costs.
Where Goods are retained by CTGL pursuant to clause 21, the Customer waives, to the extent permitted by law, the right to receive notice under section 120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under section 121 of the PPSA.
The following shall constitute a default by the Customer:
non-payment of any sum by the due date;
the Customer indicates that it will not pay any sum by the due date;
any Goods are seized by another creditor of the Customer, or another creditor indicates that it intends to seize the Goods;
any Goods in the possession of the Customer are materially damaged while any sum due from the Customer to CTGL remains unpaid;
the Customer becomes bankrupt or is placed into liquidation, a receiver is appointed over any of the Customer’s assets, or any similar insolvency or enforcement process is commenced against the Customer or its assets;
a court judgment is entered against the Customer and remains unsatisfied for seven (7) days; or
there is any material adverse change in the financial position of the Customer.
Security Interest for Service Providers
The Customer grants CTGL a security interest in all of the Customer’s present and after-acquired property on or to which CTGL has performed services, or to which goods or materials supplied or financed by CTGL have been attached or incorporated.
Disputes
Any claim relating to Goods and Services should be notified to CTGL within fourteen (14) days of delivery. Nothing in this clause limits any rights or remedies available to the Customer that cannot lawfully be excluded or limited.
Liability
The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other applicable statutes may imply guarantees, warranties, conditions or obligations that cannot lawfully be excluded or modified, or that may be excluded or modified only to a limited extent.
Nothing in this contract excludes or limits any guarantee, warranty, condition, obligation, right or remedy to the extent that doing so would be prohibited by law.
Where CTGL is permitted by law to exclude or limit such liability, its liability shall be excluded or limited to the maximum extent permitted by law.
Except as provided in clause 26 and to the maximum extent permitted by law:
CTGL shall not be liable for any loss or damage of any kind arising from the provision of Goods and Services by CTGL to the Customer; and
the Customer shall indemnify CTGL against claims, losses, costs and liabilities arising in connection with the Goods and Services or any act, omission or error of CTGL or its agents or employees, except to the extent that such liability or indemnity cannot lawfully be excluded or imposed.
Warranty
Any applicable manufacturer’s warranty shall apply in accordance with its terms.
Copyright and Intellectual Property
CTGL owns and retains all copyright and other intellectual property rights in designs, software, systems, drawings, specifications and documents produced by CTGL in connection with the Goods and Services supplied under this contract.
The Customer may use those materials only where the Goods and Services have been paid for in full and only for the purpose for which they were intended and supplied by CTGL, unless otherwise agreed in writing.
Consumer Guarantees Act
Where the Customer acquires Goods and Services from CTGL for the purposes of a business, the parties agree that the Consumer Guarantees Act 1993 shall not apply to the extent that the parties are lawfully entitled to contract out of that Act, including under section 43.
Personal Guarantee of Company Directors or Trustees
If the Customer is a company or trust, each director or trustee signing this contract, in consideration of CTGL agreeing to supply Goods and Services or grant credit to the Customer at their request, also signs this contract in their personal capacity.
Each such director or trustee jointly and severally undertakes, as principal debtor, to pay to CTGL all monies now or subsequently owed by the Customer to CTGL and indemnifies CTGL against non-payment by the Customer.
The personal liability and obligations contained in this clause apply in addition to the obligations of the Customer under this contract. The signatories and the Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due under it.
Miscellaneous
CTGL shall not be liable for any delay or failure to perform its obligations where the cause of the delay or failure is beyond its reasonable control.
Failure by CTGL to enforce any of the terms and conditions contained in this contract shall not constitute a waiver of any rights or obligations CTGL has under this contract.
If any provision of this contract is invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
The Customer is responsible for obtaining any building consent, resource consent or other consent or approval required by a local authority or other relevant authority in connection with the Goods, their location or their use.
CTGL has advised the Customer that building consent and other regulatory requirements may apply. CTGL shall not be liable solely because a consent or approval is subsequently determined to be required after delivery of a cabin, except to the extent that such liability cannot lawfully be excluded.
