In these Terms and Conditions of Sale “the company” means Celtine Ltd, its subsidiaries and those deriving title from Celtine Ltd. “the Customer” includes the purchaser of goods and those deriving title from the purchaser. “Goods and products” means products supplied by the Company to the Customer. Singular includes the plural and vice versa.
Prices and specification in the Company’s price list are subject to change without notice. Quotations are valid for one week only after the date on which they are given. Quotations are based on the cost of the goods to the Company as at the date of quotation and may be amended at any time before delivery of the goods if the cost of the goods to the Company changes.
3. Goods & Services Tax
The company shall be entitled to charge Goods and Services Tax whether or not it is specifically included in any price or quotation.
i) Payment by cash customers is to be made by the Customer upon collection of the goods or where the goods are to be delivered to the Customer, payment is to be received by the Company before dispatch of the goods. Payment must be by cash, bank cheque or by a Customer’s cheque, which has been accepted and cleared through the banking system.
ii) Payment on credit accounts is due on the 20th of the month following the month of invoice.
iii) If payment is not received in full by the end of the month in which it is due the Company may charge interest at the rate of 2% per month or 2% above the company’s overdraft rate from time to time, payable by it to its principal bank whichever is the greater interest shall be calculated on a daily basis from the date on which interest is payable to the actual date of payment.
The price of the goods is the price of such goods at the premises of the Company unless otherwise specified. Courier and freight charges for delivery to the Customer, may be charged by the Company to the Customer. Delivery is at the Customers risk.
The goods will be dispatched by the Company to the Customer in a good and saleable condition. The Company reserves the right not to recognise any claims regarding the condition of the goods delivered to the Customer unless such claims are made and notified to the company within 48 hours of receipt of the goods by the Customer.
i) Goods will not be accepted for return or credit unless prior arrangements have been made with the Customer. Unauthorised returned goods will not be accepted.
ii) On all returned goods the Customer must provide the following information:
- the reason for the return
- the quantity of returned goods
- description of returned goods and product codes where applicable and
- delivery information (packing slip, delivery docket and invoice numbers).
8. Reservation of Title
i) The Customer acknowledges that legal title and ownership of goods delivered to the Customer by the Company will not pass to the Customer until payment for them has been made in full including any interest and other charges. Part payment will not be sufficient to pass title and ownership to the Customer.
ii) Until payment is made in full
a) The Customer acknowledges that it holds the goods and has possession of them only as the bailee of the Company.
b) The Customer acknowledges that it must store the goods separately and ins such a way as to show that they remain at all times the property of the Company.
c) The Customer shall keep the goods insured to full insurable value for the benefit of the Company. The Company’s interest shall be noted on the policy.
iii) If the Customer shall be in breach of the terms of these terms and conditions of sale, the Company shall have the right to recover the goods and the Customer hereby gives the Company, its servants, agents and officers leave and license without the requirement to give notice to enter into and if necessary to break into any buildings occupied by the Customer, or any agent of the Customer or where the goods may be or may be supposed to be and is agent of the Company to enter into any other land, building or premises where the Customer may enter upon and where the goods may be or are supposed to be and to search for and remove and take possession of the goods without being liable in any way or manner whatsoever to the Customer or anyone claiming from or through the Customer for so doing.
9. Consumer Guarantees Act
i) If the goods are being purchased by the Customer for business purposes as defined in the consumer Guarantees Act 1983 then, pursuant to the provisions of section 43 of the Consumer Guarantees Act the terms and guarantees of the Consumer Guarantees Act do not apply to this transaction.
ii) The Customer undertakes to insert a similar provision to the proceeding clause in its terms or conditions of sales with its customers (as defined in the Consumer Guarantees Act 1983) for goods re-supplied by it. The Customer further undertakes unconditionally to indemnify the Company from liability of any type or nature incurred as a result of a breach by the Customer of this clause.
iii) The Customer agrees to indemnify the Company in respect of any liability that the Company may incur as a result of any unauthorised representation of any type or nature made by the Customer or its agents in respect of the goods supplied by the Company to the Customer and re-supplied by the Customer pursuant to the Customer’s business.
10. Privacy Act 1993
All Information gathered by the Company about the Customer or in relation to the Customer’s financial circumstances has been collected by the company for the general purposes of the Company and to determine the credit worthiness of the Customer. The Customer authorises the exchange of this information with any other credit agency or third party nominated by the Company. The Company acknowledges the Customers right of access to and correction in terms of the Privacy Act 1993 of information held by the Company about the Customer.
11. Exclusion of Liability
The Company shall not be liable for any direct, indirect or consequential loss or for any loss whatsoever to a Customer arising from defects in goods, mis-description of goods or delays or errors in delivery or from any cause whatsoever except that the Company’s maximum liability shall be the cost of the goods supplied.
No waiver or failure by the Company to require strict performance of any of the terms and conditions contained in these conditions of sale shall operate as a waiver in respect of any other breach or non-performance by the Customer with any of the terms or conditions contained in these conditions of sale.
13. Default & Consequences of Default
13.1 If the Customer defaults in payment of any invoice when due, the Customer indemnify Celtine from and against all Celtine’s cost and disbursements including on a solicitor and own client basis and in all debt collection costs.
13.2 Without prejudice to any other remedies Celtine may have, if at anytime the Customer is in breach of any obligation (including those relating to payment), Celtine may suspend or terminate the supply of Goods to the Customer and any of its other obligations under these terms and conditions. Celtine will not be liable to the Customer for any loss or damage the Customer suffers because Celtine exercised its rights under this clause.
13.3 In the event that:
(a) any money payable to Celtine becomes overdue, or in Celtine’s opinion the Customer will be unable to meet its payments as they fall due, Or;
(b) the Customer becomes insolvent, convened a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors, Or;
(c) a receive, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer., then
(i) Celtine shall be entitled to cancel all or any part of the Customer which remains unperformed in addition to and without prejudice to any other remedies; and
(ii) all amounts owing to Celtine shall, whether or not due for payment, immediately become payable; and Celtine shall be entitled to reclaim any Goods in the Customers possession or control, which have been supplied by Celtine and to dispose of the Goods for its own benefit and shall be entitled to enter, directly or by its agents, upon any land or premises where Celtine believes the Goods which it has supplied are stored without being liable to any person