Terms & Conditions of Trade

1. Definitions

In these terms and conditions, and in any Contract to which these terms and conditions apply, unless the context otherwise requires:

Company means Douglas Furniture Limited (trading as Canterbury Office Furniture);

Contract means the contract for the supply of goods and associated services (if any) by the Company to the Customer, comprised of these Terms, and either a confirmed Quotation or accepted Purchase Order; 

Customer means the purchaser of the goods and associated services (if any) from the Company;

Purchase Order means an order for goods and associated services (if any) placed by the Customer to the Company;

Quotation means a quote issued by the Company setting out the particulars of the supply of goods and associated services (if any) to the Customer; and

Terms means these terms and conditions as amended from time to time. 

2. Supply of Goods
   1. The Company will supply to the Customer the goods described in the Purchase Order or Quotation as applicable. 
   2. The Customer may order goods by requesting a Quotation or submitting a Purchase Order. All orders are subject to availability. 
   3. No Contract shall come into existence until either a Purchase Order for the goods has been accepted by way of written confirmation by the Company (which may include the Company issuing a Quotation) or the Company has provided a Quotation for the goods which has been accepted by the Customer and confirmed by the Company. 
3. Prices and specifications
   1. Prices and specifications of the goods are subject to change without notice.
   2. If the Company provides a Quotation to the Customer or quotes a price in relation to a Purchase Order, the Quotation or quoted price will be valid for 30 days.
   3. Unless otherwise stated in writing, prices are exclusive of the cost of any installation of the goods or other services supplied by the Company to the Customer. 
   4. Prices are based on full and complete order being provided in one delivery, unless otherwise stated.  
   5. Sales tax or import duty (if any) included in any Quotation is based on the rates and methods of assessment in force as at the date of Quotation. All variations whether arising from statutory amendments, changes of interpretation or classification, or variations in the rates of tax or duty shall be charged to the Customer. 
   6. Variations in rate of exchange, freight, insurance and cartage on imported equipment or components, which affect the amounts to be paid by the company for the actual equipment or components supplied shall be charged to the Customer.
4. Quotations
   1. Quotations are valid only to the date shown to a maximum of 30 days. The company may amend, vary or withdraw the Quotation at any time.
   2. No Quotation given by the Company shall constitute an offer. An order placed by a Customer (whether or not it relates to any such Quotation) is not binding on the Company unless and until agreed to in writing by the Company (confirmation).
   3. Once a Quotation is confirmed, if there is a delay in the installation by more than 60 days from the date of confirmation, the Company reserves the right to amend the quoted price.
   4. Where the Quotation includes delivery and/or installation, delivery and installation is valid for normal business hours (Monday to Friday 8.00am to 5.00pm) outside these times additional costs will be incurred.
   5. Quotations cover only the work specified therein. Any variation or additional work requested by the Customer or resulting from drawings, samples, specifications or authorisations subsequently nominated may be charged extra and be subject to a revised delivery date. Any such variation or additional work must be agreed to in writing by the Company.
5. Payment
   1. The Company may, at its sole and absolute discretion, extend credit facilities to the Customer. Where offered, unless otherwise agreed in writing, payment will be by 30% deposit on acceptance of a Purchase Order or confirmation of a Quotation with the balance (net cash) due on or before 20^th day of the month following the shipment/dispatch date from the Company’s warehouse. 
   2. Where the Customer does not have a credit account with the Company, unless agreed otherwise in writing, payment for the goods will be due on acceptance of a Purchase Order or confirmation of a Quotation. 
6. Delivery 
   1. Where the Purchase Order or confirmed Quotation includes delivery only, delivery shall be to the ground floor only. 
   2. Part deliveries can be made by the Company. Where part deliveries are made the Company shall be entitled to invoice the Customer for pro rata progress payment in respect thereof.
   3. Should the Company agree to defer delivery of any goods at the request of the Customer, a storage fee equivalent to 2.0% of the invoiced value there of shall be payable by the Customer for each month, or part thereof, that delivery of goods is so deferred. This storage charge will be payable under our normal trading terms.
   4. The Company shall not be liable for any loss or damage (including consequential loss or damage) arising from delay or failure to deliver due to circumstances beyond its reasonable control and the Customer shall accept and pay for goods not withstanding late delivery.
   5. Unless otherwise agreed to in writing by the Company delivery of goods shall be deemed to be affected when they are loaded onto the delivery vehicle at the Company’s store.
   6. The Customer shall be responsible for and indemnify the Company for loss or damage to the goods in full, from the time of delivery.
   7. Shortages in delivery must be reported to the Company within 7 days of the date of receipt of the goods by the Customer. 
   8. Deliveries to third parties may be arranged at the request of the Customer subject to acceptance by the Company.
   9. The goods are to be checked thoroughly by the Customer prior to signing. The Company will not be held responsible for damage if the consignment has been signed for by the Customer to say it has been received in good condition. 
7. Installation, and Health and Safety
   1. If delivery and installation are expressly included in the quoted price this shall include all freight, installation and waste removal from the Customer’s site.
   2. Any price for delivery and installation is based on clear and easy access throughout the building, as determined by the Company, including lift access. Additional costs will apply if clear and easy access is not provided, or if there is no suitable lift access.
   3. Any quoted price shall not include the price for removal of existing furniture, unless otherwise expressly quoted. 
   4. As part of the Company’s safety management process, it is required to assess hazards on any site and take appropriate action to eliminate, isolate or minimise hazards. Any unforeseen hazards which occur on any site will be dealt with in the aforementioned manner. 
   5. The Company will not be responsible for any delay or costs incurred while any identified hazard is resolved. If there is a delay to resolve the hazard, the Company may charge the Customer for any costs incurred. 
   6. The Company’s maximum working height is 2.7 metres without scaffolding or approved fixed platforms. 
8. Delays
   1. Where the Company requires certain information from the Customer to complete the order, for example office plans, any delay in providing such information may result in extended delivery and installation timeframes. 
   2. Any delays of greater than 7 days to the agreed installation date will incur storage charges.
   3. Any delay after 4 weeks from original installation date will require the order to be paid in full. (Note this applies to credit account Customers only, as other Customers will be required to pay the purchase price in full on acceptance of a Purchase Order or confirmation of a Quotation.
9. Electrical and Data
   1. All electrical components are an additional cost unless expressly included in a Quotation.
   2. The Company provides cable lay only. Connections to power are to be undertaken by a registered electrician.
   3. The Company may connect soft cable management systems to desks, but these will not be plugged into a live circuit. An electrician is required to be on site to switch the circuit off until everything applicable to the goods is plugged in. The electrician’s cost will be at the Customer’s cost, unless otherwise agreed to in writing.
   4. All data is to be supplied and installed by other parties.
10. Variations

Any variation from the Purchase Order or Quotation may incur additional costs and will be advised at the time of variation.

11. Warranty
    1. All implied conditions warranties and undertakings are excluded to the extent permitted by law.  
    2. The parties agree that as the supply of goods is for the purpose of a business, the guarantees contained in the Consumer Guarantees Act 1993 are expressly excluded. 
    3. In the event the Company is found in any way liable to the Customer, the remedy of the Customer shall be limited, at the option of the Company, to either: 
       1. replacement of the goods or the supply of equivalent goods; or
       2. rectification or repair of the goods.
12. Indemnity

Without prejudice to any rights the Company may have, the Customer shall indemnify the Company for any loss, damage or expense incurred by the Company arising out of or in connection with the Customer’s cancellation or suspension of any order, or the Customer’s breach of these terms. 

13. Material Supplied by the Customer
    1. All equipment, materials, property, drawings, plans or specifications furnished by or on behalf of the Customer to the Company for the purpose of it performing any services or manufacturing any products or goods shall be of suitable specification and quality for the performance of such services or manufacture of such products or goods. The Company shall not be liable in any way whatsoever where materials, equipment, goods, drawings, plans or specifications supplied by or on behalf of the Customer are defective or unsuitable.
    2. Property and materials supplied by or for and on behalf of the Customer for use by the Company, are at the Customers risk and the Company shall not be liable in any way for loss or damage to such property or material.
    3. The Company may charge for handling and storage of property, material or equipment supplied by or on behalf of the Customer.
14. Title

While risk in the goods shall pass on delivery, all legal and equitable title shall remain with the Company until such time that it has received full payment thereof. 

15. Personal Properties Security Act 1999
    1. The Contract creates a security interest in the goods the Company supplies to the Customer for the purposes of the Personal Property Securities Act 1999 (PPSA). 
    2. The Customer shall not grant any other security interest over any goods that the Company has a security interest in. 
    3. At the Company’s request, the Customer shall promptly sign any documents and do anything else required by the Company to ensure the Company’s security interest constitutes a first ranking perfected security interest in the goods. 
    4. The Company may at any time enter the Customer’s premises to uplift the goods that the Company has a security interest in. 
    5. If goods that the Company has a security interest in are processed, included or dealt with in any way causing them to become accessions, processed or commingled goods, our security interest will continue in the whole in which they are included. You shall not grant any other security interest in either the goods or in the whole. 
    6. The Customer waives any rights it may have under sections 114(1)(a), 116, 120(2), 121, 125, 126, 127, 129, 131, 133, and 134 of the PPSA, and its right to receive a copy of any verification statement (as that term is defined in the PPSA).
16. Default
    1. Without prejudice to any other remedies available under these Terms, if payment is overdue the Company reserves the right to suspend the Customer’s credit account. 
    2. Interest on overdue invoices shall accrue on the date when payment becomes due, daily until the date of payment at a rate of 2% per month or part month.
    3. Should a Customer fail to make due payment for any goods or services supplied by the Company or commit an act of bankruptcy or insolvency, or have a receiver appointed, the Company may, without prejudice to any other rights it may have, do any of the following: 
       1. withdraw any credit facilities which may have been extended to the Customer and demand immediate payment of all monies owing to the Company;
       2. withhold any further deliveries of goods or performance of services required under the Contract;
       3. in respect of goods already delivered, enter onto the Customers premises with the sole aim to recover/resell for its own benefit;
       4. Suspend and/or terminate performance of any other Contract which the Company has with the Customer. 
17. Confidentiality

The Customer at all times shall treat as confidential all non-public information and material received from the Company and shall not publish, release or disclose the same without prior written consent of the Company.

18. Governing Law

All Contracts made between the Company and the Customer will be governed by and construed in accordance with the laws of New Zealand and the parties agree to submit to the non-exclusive jurisdiction of the New Zealand Courts.