Terms & Conditions of Sale

  1. Definitions

In this document the following words shall have the following meanings:

  1. “Customer” means the organisation or person who buys Goods
  2. “Goods” means the articles to be supplied to the Customer by etchart;
  3. “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
  4. “etchart” means etchart Limited, Rotorua, New Zealand.
  1. General
    1. These Terms and Conditions shall apply to sales of Goods by the etchart to the Customer to the exclusion of all other terms and conditions referred to, offered or relied on by the Customer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Customer, unless the Customer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by etchart in writing.
    2. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by etchart.
  1. Price and Payment
    1. The price shall be as stated, unless otherwise agreed in writing between the parties.
    2. Credit terms may be offered subject to satisfactory credit vetting of the Customer by etchart. The offer of credit will be at the sole discretion of etchart.
    3. Where credit is offered payment of the price and GST and any other applicable costs shall be due by the 20th of the month following the date of the invoice supplied by etchart, unless otherwise agreed in writing. In cases where credit is not offered payment will be required before release of goods by etchart.
    4. etchart shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 2 % per month calculated on a daily basis from the due date to the date of payment.
    5. If payment of the price or any part thereof is not made by the due date, etchart shall be entitled to:
      1. require payment in advance of delivery in relation to any Goods not previously delivered;
      2. refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Customer for non-delivery or any delay in delivery;
  1. Description

Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Customer hereby affirms that it does not in any way rely on any description when entering into the contract.

  1. Sample

Where a sample of the Goods is shown to and inspected by the Customer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly as a result of the manufacturing process.

  1. Delivery
    1. Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Customer on, or as close as possible to the date required by the Customer. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
    2. If etchart is unable to deliver the Goods because of actions or circumstances under the control of the Customer, then etchart shall be entitled to place the Goods in storage until such times as delivery may be effected and the Customer shall be liable for any expense associated with such storage.
    3. Any damages, shortages, over deliveries and duplicated orders should be reported to etchart within 10 working days of signed receipt to enable replacement or refund.
  1. Risk

Risk of the Goods shall pass to the Customer upon receipt of the goods. Where the Customer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.

  1. Title

Title of the Goods shall not pass to the Customer until etchart has been paid in full for the Goods.

  1. Returns Policy
    1. All goods are sold on a firm sale basis, i.e. etchart will not take back any goods not required or sold by the Customer, unless otherwise agreed, in which case the following terms apply.
    2. Any returns must be authorised by a representative of etchart before any credit will be given.
    3. Possible reasons for return of goods include;
    4. a) Incorrect orders
    5. b) Defective goods
    6. c) Goods damaged in transit  

          Customers have 10 workings days from the date of the invoice to notify etchart and request a return.

  1. Where etchart agrees to accept the return of goods that are not damaged the Customer will be responsible for the cost of freight and will ensure that they are carefully packaged to avoid any damage in transit. etchart will not be obliged to accept any goods that are damaged in any way. etchart will only accept returns that appear in etcharts current Product List.
  2. Credit of amounts due or paid in will only be given for goods that are in saleable condition unless authorised by a representative of etchart.
  1. Limitation of Liability
    1. etchart shall not be liable for any all loss or damage suffered by the Customer in excess of the contract price.
    2. Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of etchart for death or personal injury as a result of etchart’s negligence or that of its employees or agents.
  1. Intellectual Property Rights

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Etchart, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in etchart by the execution of appropriate instruments or the making of agreements with third parties.

  1. Force Majeure

etchart shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, then etchart shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as etchart considers unreasonable, it may, without liability on its part, terminate the contract.

  1. Relationship of Parties

Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

  1. Assignment and Sub-Contracting

The contract between the Customer and etchart for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Customer, without the prior written consent of etchart.

  1. Waiver

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

  1. Severability

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

etchart Limited.