Terms and Conditions of Sale
A1. In Terms and Conditions Vendor is (Dynamic Fluid Systems) Us and Customer or Purchaser is (You)
Goods and Services are only sold subject to the following conditions:
A) Prices set out in our quotations will only apply to agreements made within fourteen (14) days of the date thereof. A quotation is not an obligation to sell and a contractual relationship shall only arise between us upon our acceptance of your order.
B) This agreement between us compromises your order, our acceptance, and these conditions. No other documents, drawing, conversation, act, fact, matter or thing shall be incorporated in or form part of the agreement. We supply the goods or services ordered by you by reference to their physical description and not by reference to their output of performance.
Your order must be accompanied by sufficient information to enable us to fulfill the same forthwith. In the event of a failure to supply the information required we reserve the right to vary the price and/or the date of delivery. We shall not be held responsible for errors and omissions due to oversight or to misinterpretation of customer’s verbal instructions.
A) All prices quoted are for supply of the goods and services only at our place of sale.
B) Unless our quotation specifically states that the prices therein are fixed, the prices quoted shall be subject to alteration. The prices involved shall be those current at the date of the invoice except in those cases where it has been agreed that the provisions of our prices variation clause will apply.
C) unless otherwise agreed our prices are based on rates of freight, marine war risk and other insurances, shipping expense, exchange, customs duty, primage and the cost of subcontracted items of work and goods and the cost of component parts purchased from other manufacturers ruling at the date of our quotation and any variation in those rates, costs and prices between those ruling at the date of our quotation and those actually paid by us shall be to your account.
D) Sales tax and any other government imposts are not included in our price and any amounts payable shall be to your account.
E) Where the quotation refers to the customer’s estimate of requirements, prices are based on a reasonable actual purchase of such quantities and we reserve the right to renegotiate the price of any specified item where the total quantity ordered falls so far short of the estimate requirements as to involve us in a substantially increased unit cost.
F) Consumables may be charged for workshop and onsite work, this covers but is not limited to Rags, Cleaning Fluids, Parts Washing, Some Welding and Welding Materials, Lubricants, Sealants, Fluids, Small quantities of oils, Some Testing etc.
G) Labour charges include but are not limited to: onsite work, offsite work, procuring, enquiring, quoting, examining and also includes any time spent on the customer’s enquiry/job/task.
H) After Hours Labour Charges apply to all customers and jobs done outside of our standard operating hours. Our After Hours Labour Charges apply from 5:00 pm – 8:00 am Monday to Friday, All day Saturday and Sunday and All Public Holidays. If you do not wish to be charged After Hours Labour Rates please advise us immediately BEFORE any work commences.
Any drawings requiring your approval before manufacture commences must be returned to us within fourteen ( 14 ) days of submission to you signifying your approval or otherwise.
Costs of cartage, packing and insurance from our place of sale to your required delivery point will be to your account. We shall not be responsible for Non-Delivery or Delays caused directly or indirectly by war, riots, strikes, lockouts, perils of the sea, shipping delays, failure of manufacturer or suppliers to deliver or for any other cause beyond our reasonable control including but not limited to Natural Disasters. Deliveries offered ex stock are subject to goods being unsold upon receipt of order.
A) Unless otherwise stated all prices are net and payment in full shall be made on or before the 20th of the month following invoice date unless it is a Cash Sale then payment must be made within 7 standard ( not business ) days from the invoice date. These terms of payment override all other purchasers’ terms and conditions of payment made to suppliers. By providing us with your Purchase Order or Verbal or Electronic notification of placing the order you agree to these terms, if you are not authorized to do so you must seek authorization by your company before proceeding with the order request. Failure to make payment on time may result without further verbal, written or electronic communication in your credit account being cancelled, stopped until payment is received and / or referred to debt collection of our choosing at your expense, unless prior written approval has been given by Dynamic Fluid Systems.
B) If any payment is overdue in whole or in part, we may (without prejudice to any of our other rights and remedies) recover and may resell any goods owned by us. You hereby grant to Dynamic Fluid Systems, our servants and our agents an irrevocable license to enter upon your premises in order to take possession of or remove any such goods. We shall not be liable for any damage, injury or loss howsoever caused resulting from such recovery or sale shall be payable by you upon demand.
7. Risk and Insurance
Risk in any goods supplied by us shall pass to you upon delivery of such goods to you or into custody on your behalf, provided that if you fail to accept the goods or request that delivery of the goods be delayed, risk in the goods shall be borne by you from the time of such failure or request, as the case may be. You shall be responsible for insurance of the goods at their full insurable value at all times after risk in the goods has passed to you until ownership of the goods has passed to you.
8. Ownership of goods
Ownership of the goods is retained by us until we receive payment in full for the goods, for all other goods supplied to you by us at any time pursuant to any other contract or delivery, or for any other amount payable pursuant to any contract between you and us. Unless we direct otherwise, you may dispose of any goods purchased from us to third parties by way of a bona fide sale at full market value in it’s normal course of trading. If we so request, any proceeds of sale by you in respect to any goods owned by us shall be deposited in a separate bank account established for the purpose and held by you on trust for us. The relationship between you and us in respect of goods owned by us shall be fiduciary, and we shall have the right to trace and claim the proceeds of any disposition whatsoever of such goods. You shall segregate and store the goods owned by us in such a way that they can be clearly recognized as our property.
9. Patent and Design Rights
A) In the event of any claim or claims in respect of any infringement of letters patent, registered design, trademark or copyright patent ( the specification of which is published prior to the date of the order) related to any part based on a design specified by us (other than a part based on a design specified by you) we will at our expense either replace or modify such part with a non-infringing part or procure for you the tight to use such part provided that we are given full opportunity to conduct all negotiations in respect of such claims, but in no event shall we have any liability for losses arising from use or non-use of any infringing part. You on your part warrant that any design or instruction furnished or given by you shall not be such as will force us to infringe any letters patent, registered design, trademark or copyright in the execution of your order.
B) Patent and design rights relating to goods offered or supplied by us shall remain our absolute property and our designs and drawings shall not be produced or disclosed without our written consent. You will not, without our prior consent copy or allow others to copy any drawings, goods or part thereof supplied by us.
10. Cancellation or deferment
In the event of you cancelling an order you will pay to us the full price of the goods together with the full unamortized cost of materials, dies, tools, patterns and fixtures made or constructed specifically for your order. Payment in full will be due on presentation of our invoice. We will only agree to defer or delay manufacture or delivery of goods on and subject to conditions stipulated by us in writing at the time.
11. Liability and warranty
A) We will make good, by repair or at our option by the supply of a replacement, defects in goods manufactured by us which under proper use, appear in the goods within a period of 120 days after the delivery date or 90 days from the date the article is placed in service, whichever expires first, and which arise solely from faulty design, materials or workmanship. In the case of goods manufactured by others, we will give you the same warranty as is given to us by the manufacture or supplier thereof, provided always that the defective items are delivered to our works at your expense. Our liability under this paragraph shall be in lieu of any warranty or condition implied or imposed by laws as to the quality of or fitness for any particular purpose of the goods. If we fail to perform our obligation under this paragraph (A) our liability for such failure shall be limited to damages which shall be subject to the limitation contained in Clause 11 (C).
B) Except as expressly provided in paragraph (A) we shall not be liable for any loss, damage, or injury of any kind whatsoever suffered by you including without limiting the generality of the foregoing, any loss of profits or any direct, indirect, consequential or special loss, damage or injury arising directly or indirectly from any breach of our obligations arising under or in connection with the terms or any cancellation of any contract between us or from any negligence, misrepresentation or other act or omission on our part or on the part of our servants, agents or contractors nor shall we be liable for any loss, damage or injury caused to your servants, agents, contractors, customers, visitors, tenants, trespassers or other persons whatsoever (Whether similar to the foregoing or not) arising as aforesaid. You shall indemnify us against any claim by any of the foregoing persons in respect of any loss, damage or injury arising as aforesaid.
C) Our liability, whether in contract or pursuant to any cancellation of the terms or in tort or otherwise howsoever, in respect of all claims for loss, damage or injury arising from breach of any of our obligations arising under or in connection with the terms, from any cancellation of any agreement between us or from any negligence, misrepresentation or other act or omission on our part or on the part of our servants, agents or contractors shall not in aggregate exceed the purchase price of the goods.
If any questions, disputes or differences whatsoever shall arise either party may give written notice to the other and the same shall be referred to the arbitration on a person mutually agreed upon, or failing agreement, to a person appointed by the president of the new Zealand institution of engineers. The decision of such arbitration shall be binding upon both parties.
13. Changes to Terms and Conditions
We reserve the right to make changes to these Terms and Conditions without further verbal, written or electronic forms of notification. It will be the purchaser’s responsibility to check for changes regularly.