1.1 - All products and services provided to you by Ravensdown Limited or another member of the Ravensdown group (Ravensdown) are on the basis set out in these terms unless otherwise agreed in writing.
1.2 - Ravensdown may vary these terms from time to time by giving one month’s written notice to you. Any varied terms will also be posted on Ravensdown’s website at www.ravensdown.co.nz. Any varied terms will apply to the provision of all goods and services you order after the notice period referred to above.
1.3 - Nothing in these terms requires Ravensdown to provide any products and services to you, and Ravensdown may cancel any order you make by notice in writing to you.
1.4 - If you are a company and your directors have previously guaranteed your obligations to Ravensdown in relation to products and services supplied by Ravensdown, the guarantee will continue in full force and effect.
2.1 - Ravensdown will use its reasonable skill, care and effort in supplying all products and services to you, using resources reasonably available to Ravensdown, and will use its reasonable efforts to supply all products and services by any agreed delivery date(s) in a timely and efficient manner. However, Ravensdown will not be liable for any delay or non-performance in supplying products or services to you, including where there are delays in cartage.
2.2 - You must satisfy yourself as to the suitability for your intended purposes of all products and services supplied by Ravensdown to you.
2.3 - Ravensdown may deliver up to 3% more or less than the amount of any product ordered by you (subject to an appropriate adjustment to the price payable).
2.4 - Delivery of all products is deemed to be completed when Ravensdown has delivered the products to you directly or to a carrier nominated by or acceptable to you.
2.5 - Within 14 days from delivery of any products or the performance of any services being completed, you must inspect the products and performance of the services and notify Ravensdown of any damage to or defect in the products or performance of the services.
2.6 - Risk in respect of all products supplied to you by Ravensdown will pass to you when delivery of the products is deemed to have been completed in accordance with clause 2.4.
2.7 - Title to all products supplied to you by Ravensdown will not pass on delivery, but will remain with Ravensdown until full payment of all monies owing in respect of such products pursuant to clause 4 has been made, and until title passes you will hold such products as Ravensdown’s bailee and so that the products can be separately identified from all other products held by you.
2.8 - Products supplied to you may only be returned to Ravensdown with Ravensdown’s prior written consent (and provided you have notified Ravensdown within 14 days of delivery of the products to you). Ravensdown may charge you a fee for delivery, return and handling where there is no material defect in the product returned.
3.1 - You may not cancel any order for products or services (whether fully or in part) without Ravensdown’s consent in its sole discretion.
3.2 - Ravensdown may withdraw any quote before it is accepted by you, and in any event any quote will lapse without notice at the end of the day on which the quote is given.
4.1 - The price for all products and services will be either as quoted by Ravensdown to you or at Ravensdown’s standard charges for products and services applying at the time of despatch or performance. Prices are available at www.ravensdown.co.nz or by calling 0800 100 123.
4.2 - A 1.5% discount is available to direct customers who pay by direct debit. All prices for products and services set out in Ravensdown’s quote or pricelist (as applicable) exclude GST and freight charges except as expressly stated otherwise, which are payable by you at the same time as the price for the products and services. Purchases which are not purchased on account may be subject to a premium.
5.1 - Payment for all products and services is due on the 20th day of the month following the date of Ravensdown’s invoice, unless other payment terms have been arranged with Ravensdown.
5.2 - Without prejudice to any of Ravensdown’s other rights or remedies, in the event of late payment or non-payment or any other breach of these terms by you, Ravensdown may:
(a) suspend or terminate any credit facility made available to you (at which time all amounts owed by you to Ravensdown will become immediately due and payable);
(b) recover from you all costs incurred by Ravensdown arising from such breach (including legal costs and costs of recovery of unpaid amounts); and/or
(c) charge interest to you at a rate equal to 2% per month on any monies outstanding, both before and after judgment, from the due date until the date of payment. Interest will be payable on demand.
5.3 - You agree that Ravensdown reserves the right to withdraw credit at any time.
5.4 - You agree that Ravensdown reserves the right to make immediate formal demand of all monies owing to Ravensdown on any account whatsoever should there be any default in payment of any monies owing to Ravensdown.
6.1 - Because Ravensdown does not have knowledge of your specific use of all products and services provided by Ravensdown to you, except for any written warranties given by Ravensdown to you, all warranties and representations (including those expressed or implied by law) in respect of products and services provided are excluded to the extent permitted by law.
6.2 - Notwithstanding any other provision of these terms, in no event will Ravensdown be liable, whether in contract, tort or otherwise:
(a) where you have altered or modified any products, mis-applied any products or subjected any products to any unusual or non-recommended use, service or handling;
(b) where any products are not transported, stored, handled or used in accordance with any directions given by Ravensdown to you;
(c) where the terms of any written warranty have not been complied with;
(d) for loss or damage caused by any factors beyond Ravensdown’s control; or
(e) for any loss of profit or revenue, or for any special, indirect, incidental or consequential damage, loss or injury of any kind suffered by you.
6.3 - Notwithstanding any other provision of these terms, Ravensdown’s maximum liability to you (in the event that such liability exists) in respect of any breach of warranty, any breach of these terms or for defective products or services provided is limited at Ravensdown’s option to:
(a) replacing the products;
(b) re-performing the services; or
(c) refunding the price for the products or services paid by you.
Where Ravensdown elects to replace any products or re-perform any services it will use reasonable endeavours to do so as soon as practicable but will not be liable for any delay in such replacement or re-performance.
6.4 - Ravensdown and you agree that all products and services supplied pursuant to these terms are for the purposes of a business and the statutory guarantees of the Consumer Guarantees Act 1993 do not apply.
7.1 - You agree to grant Ravensdown a first and paramount lien on all your Ravensdown shares (whether held in your sole name or jointly) for all amounts owing by you to Ravensdown in respect of products and services supplied by Ravensdown. This lien extends to all distributions, rebates and other amounts payable to you in relation to your Ravensdown shares, and all proceeds from the sale or other disposal of your Ravensdown shares. Ravensdown may enforce its lien in accordance with the procedure set out in Ravensdown’s constitution for the enforcement of liens.
7.2 - By virtue of the retention of title held by Ravensdown under clause 2.7 Ravensdown holds a security interest in all products supplied by Ravensdown to you, for the purposes of the Personal Property Securities Act 1999 (PPSA).
7.3 - You agree (to the maximum extent permitted by law) with Ravensdown:
(a) to provide all information and provide such assistance necessary to allow Ravensdown to register, maintain and enforce its security interest;
(b) to waive your right to receive a verification statement in respect of any financing statement or financing change statement relating to Ravensdown’s security interest;
(c) to contract out of your rights under the sections referred to in section 107(2)(a) and (c) to (i) of the PPSA; and
(d) that nothing in sections 114(1)(a), 133 and 134 of the PPSA applies to these terms, and accordingly to contract out of these sections.
7.4 - Ravensdown’s security interest continues in any products into which those products are incorporated, and in any proceeds arising from the sale of the products.
7.5 - Ravensdown may enter any premises occupied by you or on which products are situated at any time after a default by you occurs (or before any such event if Ravensdown believes its occurrence is likely) to remove and repossess any products and any other property in which products are incorporated. To the extent permitted by law, Ravensdown will not be liable for, and you indemnify Ravensdown against, any damage or loss you or any third party incurs as a result of Ravensdown’s actions under this clause.
8.1 - Information: You authorise Ravensdown to collect and hold personal information from any source Ravensdown considers appropriate for determining creditworthiness, debt collection purposes or for any other purpose related to these terms. You further authorise Ravensdown to disclose personal information held by Ravensdown for the purposes set out above to any other person. You have a right of access and may request correction of personal information held by Ravensdown about you.
8.2 - Suppliers: Where you are a “supplier” for the purposes of the Consumer Guarantees Act 1993, you will not make or allow to be made any statements or representations as to the quality, fitness for purpose or description of any products, other than those made by Ravensdown. You indemnify Ravensdown against any damage or loss Ravensdown incurs as a result of any breach of this clause by you.