Table of Contents
- 1. Definitions
- 2. Acceptance
- 3. Price and Payment
- 4. Delivery of Goods
- 5. Risk
- 6. Title
- 7. Personal Property Securities Act 1999 (PPSA)
- 8. Security and Charge
- 9. Client’s Disclaimer
- 10. Defects, Warranties, and the Competition and Consumer Act 2010 (CCA)
- 11. Returns
- 12. Default and Consequences of Default
- 13. Cancellation
- 14. Privacy Act 1993
- 15. General
- 16. Intellectual Property
- 17. Confidentiality
- 18. Indemnity
- 19. Force Majeure
- 20. Dispute Resolution
- 21. Governing Law
- 22. Liability Limitation
- 23. Health and Safety
- 24. Retention of Title
- 25. Client Obligations
- 26. Insurance
- 27. Third-Party Subcontractors
- 28. Legal Fees and Collections
1. Definitions
1.1 “AMAZAH” means AMAZAH Marine & Industrial Engineers Limited, its successors, assigns, or any person acting on its behalf and with its authority.
1.2 “Client” means the person(s) or entity described in any quotation, work authorization, or other form provided by AMAZAH.
1.3 “Guarantor” means the person(s) who agrees to be liable for the Client’s debts as a principal debtor.
1.4 “Goods” means all products supplied by AMAZAH to the Client (including any services provided as defined below), as described in invoices, quotations, or other forms.
1.5 “Services” means all services, advice, or recommendations provided by AMAZAH to the Client (including supply of Goods where applicable).
1.6 “Price” means the amount payable for the Goods as agreed between AMAZAH and the Client under clause 3.
2. Acceptance
2.1 Any instructions received by AMAZAH for the supply of Goods or the Client’s acceptance of the Goods constitute agreement to these Terms and Conditions.
2.2 If multiple Clients are involved, all are jointly and severally liable for payment.
2.3 Once accepted, these Terms and Conditions can only be amended with AMAZAH’s written consent.
2.4 The Client must provide at least 14 days’ prior written notice of changes to ownership, business details, or contact information. The Client is liable for any loss resulting from failure to comply.
2.5 Goods are supplied solely under these Terms, regardless of any conflicting terms in the Client’s purchase order.
3. Price and Payment
3.1 At AMAZAH’s discretion, the Price shall be:
3.1.1 As indicated on AMAZAH’s invoices; or
3.1.2 As per AMAZAH’s quotation, provided the Client accepts it in writing within 30 days.
3.1.2.1 Variations to quotations (due to unforeseen circumstances, currency fluctuations, or material/labour cost changes) will be charged and detailed on invoices.
3.1.2.2 Progress payment claims may include authorized variations and the value of delivered materials.
3.1.3 Payment terms may require payment:
3.1.3.1 On delivery;
3.1.3.2 Before delivery; or
3.1.3.3 20 days following the end of the month in which a statement is issued (for approved Clients).
3.2 Payment terms will be stated on invoices. If not specified, payment is due 20 days from the invoice date.
3.3 Accepted payment methods include cash, cheque, bank cheque, direct credit, or as agreed with AMAZAH.
3.4 Prices are exclusive of GST and other taxes unless otherwise stated.
4. Delivery of Goods
4.1 Delivery occurs when the Client collects the Goods from AMAZAH’s premises unless otherwise agreed.
4.2 Failure to deliver does not void the contract.
4.3 AMAZAH is not liable for delays or failures caused by factors beyond its control.
5. Risk
5.1 Risk transfers to the Client upon delivery, regardless of ownership.
5.2 If Goods are damaged after delivery but before ownership transfers, AMAZAH is entitled to insurance proceeds. These Terms are sufficient evidence of AMAZAH’s rights.
6. Title
6.1 Ownership of Goods remains with AMAZAH until:
6.1.1 Full payment is received; and
6.1.2 All contractual obligations are fulfilled by the Client.
6.2 Non-cash payments are not deemed settled until cleared.
6.3 Additional ownership provisions:
6.3.1 Goods must remain identifiable until ownership passes.
6.3.2 AMAZAH may require the return of Goods before ownership transfers.
6.3.3 Proceeds from the sale of Goods must be held in trust for AMAZAH up to the amount owed.
6.3.4 If Goods are converted into other products, AMAZAH retains ownership of the resulting products.
6.3.5 If the Client fails to return Goods, AMAZAH may repossess them without liability for resulting losses.
7. Personal Property Securities Act 1999 (PPSA)
7.1 The Client acknowledges that these Terms constitute a security agreement under the PPSA, and AMAZAH retains a security interest in all Goods supplied.
7.2 The Client agrees to:
7.2.1 Provide necessary information to register AMAZAH’s security interest;
7.2.2 Reimburse AMAZAH for related expenses;
7.2.3 Avoid registering conflicting interests without AMAZAH’s consent; and
7.2.4 Notify AMAZAH of changes in business practices that affect Goods or proceeds.
7.3 Sections 114(1)(a), 133, and 134 of the PPSA do not apply.
7.4 The Client waives debtor rights under specified sections of the PPSA.
7.5 Verification statements under section 148 of the PPSA are waived unless agreed in writing.
8. Security and Charge
8.1 To secure obligations under these Terms:
8.1.1 The Client and/or Guarantor agree to mortgage/charge their property or assets in AMAZAH’s favor.
8.1.2 The Client and/or Guarantor indemnify AMAZAH for related costs, including legal fees.
8.1.3 The Client and/or Guarantor irrevocably appoint AMAZAH as attorney to enforce this clause.
9. Client’s Disclaimer
9.1 The Client hereby disclaims any right to rescind or cancel any contract with AMAZAH or to sue for damages or to claim restitution arising out of any misrepresentation made to the Client by AMAZAH, and the Client acknowledges that the Goods are bought relying solely upon the Client’s skill and judgment.
10. Defects, Warranties, and the Competition and Consumer Act 2010 (CCA)
10.1 The Client must inspect the Goods on delivery and shall within seven (7) days notify AMAZAH in writing of any alleged defect, shortage in quantity, damage, or failure to comply with the description or quote. The Client must provide AMAZAH with an opportunity to inspect the Goods within a reasonable time following such notification if the Client believes the Goods are defective. If the Client fails to comply with these provisions, the Goods shall be deemed to be free from any defect or damage.
10.2 For defective Goods, which AMAZAH has agreed in writing that the Client is entitled to reject, AMAZAH’s liability is limited to either (at AMAZAH’s discretion) replacing the Goods or repairing the Goods.
10.3 Nothing in these terms and conditions is intended to have the effect of contracting out of any applicable provisions of the CCA except to the extent permitted by the Act, where applicable.
10.4 If the Client is a consumer within the meaning of the CCA, AMAZAH’s liability is limited to the extent permitted by section 64A of Schedule 2.
10.5 If AMAZAH is required to replace any Goods under this clause or the CCA but is unable to do so, AMAZAH may refund any money the Client has paid for the Goods.
11. Returns
11.1 Returns will only be accepted provided that:
11.1.1 the Client has complied with the provisions of clause 10.1; and
11.1.2 AMAZAH has agreed in writing to accept the return of the Goods; and
11.1.3 the Goods are returned at the Client’s cost within seven (7) days of the delivery date; and
11.1.4 the Goods are returned in as close a condition to that in which they were delivered as is possible.
11.2 AMAZAH may (at its sole discretion) accept the return of Goods for credit but this may incur a handling fee of up to twenty percent (20%) of the value of the returned Goods plus any freight costs.
11.3 Non-stocklist items or Goods made to the Client’s specifications are under no circumstances acceptable for return or credit.
12. Default and Consequences of Default
12.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at AMAZAH’s sole discretion, such interest shall compound monthly at such a rate) after as well as before any judgment.
12.2 If the Client owes AMAZAH any money, the Client shall indemnify AMAZAH from and against all costs and disbursements incurred by AMAZAH in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, AMAZAH’s contract default fee, and bank dishonour fees).
12.3 Further to any other rights or remedies AMAZAH may have under this contract, if a Client has made payment to AMAZAH by cheque, and the cheque has been dishonoured, AMAZAH shall have the right to:
12.3.1 suspend all further supply of Goods or Services to the Client until payment is made in full; and/or
12.3.2 terminate the contract.
12.4 Without prejudice to AMAZAH’s other remedies at law, AMAZAH shall be entitled to cancel all or any part of any order of the Client that remains unfulfilled and all amounts owing to AMAZAH shall, whether or not due for payment, become immediately payable if:
12.4.1 any money payable to AMAZAH becomes overdue, or in AMAZAH’s opinion the Client will be unable to meet its payments as they fall due; or
12.4.2 the Client becomes insolvent, convenes a meeting with its creditors, or makes an assignment for the benefit of its creditors; or
12.4.3 a receiver, manager, liquidator (provisional or otherwise), or similar person is appointed in respect of the Client or any asset of the Client.
13. Cancellation
13.1 AMAZAH may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice, AMAZAH shall repay to the Client any money paid by the Client for the Goods. AMAZAH shall not be liable for any loss or damage whatsoever arising from such cancellation.
13.2 In the event that the Client cancels delivery of Goods, the Client shall be liable for any and all loss incurred (whether direct or indirect) by AMAZAH as a direct result of the cancellation (including, but not limited to, any loss of profits).
14. Privacy Act 1993
14.1 The Client agrees for AMAZAH to obtain from a credit reporting agency a credit report containing personal credit information about the Client and/or Guarantor in relation to credit provided by AMAZAH.
14.2 The Client agrees that AMAZAH may exchange information about the Client and the Guarantor with credit providers, either named as trade referees by the Client or named in a consumer credit report issued by a credit reporting agency, for the following purposes:
14.2.1 to assess an application by the Client; and/or
14.2.2 to notify other credit providers of a default by the Client; and/or
14.2.3 to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or
14.2.4 to assess the creditworthiness of the Client and/or Guarantor.
15. General
15.1 If any provision of these terms and conditions shall be invalid, void, illegal, or unenforceable, the validity, existence, legality, and enforceability of the remaining provisions shall not be affected, prejudiced, or impaired.
15.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand, and the parties submit to the exclusive jurisdiction of the courts of New Zealand.
15.3 AMAZAH shall be under no liability whatsoever to the Client for any indirect or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by AMAZAH of these terms and conditions.
15.4 In the event of any breach of this contract by AMAZAH, the remedies of the Client shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
15.5 The Client shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Client by AMAZAH.
15.6 AMAZAH may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
15.7 AMAZAH reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, that change will take effect from the date on which AMAZAH notifies the Client of such change.
15.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lockout, industrial action, fire, flood, storm, or other event beyond the reasonable control of either party.
15.9 The failure by AMAZAH to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect AMAZAH’s right to subsequently enforce that provision.
16. Intellectual Property
16.1 All intellectual property (IP) created by AMAZAH in the course of providing Goods and Services shall remain the exclusive property of AMAZAH. This includes, but is not limited to, designs, drawings, specifications, processes, trademarks, and other proprietary information.
16.2 The Client acknowledges that it does not acquire any rights or ownership in the IP created by AMAZAH, except for the right to use the Goods and Services in accordance with this agreement.
17. Confidentiality
17.1 The Client agrees to maintain strict confidentiality of all sensitive information, including client data, internal processes, and any other proprietary information obtained from AMAZAH. This obligation continues beyond the termination of the contract.
17.2 The Client shall not disclose, copy, or use such confidential information for any purpose other than the performance of this agreement without prior written consent from AMAZAH.
18. Indemnity
18.1 The Client agrees to indemnify and hold AMAZAH harmless from any claims, losses, damages, or expenses (including legal fees) arising from the Client’s actions or omissions, including but not limited to any breach of this agreement or violation of laws.
19. Force Majeure
19.1 Neither party shall be liable for any failure or delay in performing their obligations under this agreement if such failure or delay is due to events beyond their reasonable control, including but not limited to natural disasters, strikes, pandemics, or government actions.
19.2 In such cases, the affected party shall notify the other party promptly, and the contract’s performance will be suspended during the period of the event.
20. Dispute Resolution
20.1 In the event of a dispute arising out of or in connection with this agreement, the parties agree to first attempt to resolve the matter through mediation.
20.2 If mediation is unsuccessful, the dispute shall be resolved through arbitration, with the arbitration proceeding being held in New Zealand under the rules of the Arbitration Act 1996.
20.3 The parties submit to the exclusive jurisdiction of the New Zealand courts for any legal proceedings not subject to arbitration.
21. Governing Law
21.1 This agreement shall be governed by and construed in accordance with the laws of New Zealand.
22. Liability Limitation
22.1 To the extent permitted by law, AMAZAH’s liability for any claim arising out of this agreement shall be limited to the amount paid by the Client for the Goods or Services related to the claim.
22.2 AMAZAH shall not be liable for any indirect or consequential damages, including loss of profit or business interruption.
23. Health and Safety
23.1 The Client agrees to comply with all applicable health and safety regulations, including those outlined by WorkSafe New Zealand, during the provision of Goods and Services.
23.2 The Client shall ensure a safe working environment and provide all necessary health and safety information to AMAZAH’s staff and subcontractors.
24. Retention of Title
21.1 Ownership of the Goods supplied by AMAZAH remains with AMAZAH until full payment is received. The Client agrees to hold the Goods as a fiduciary for AMAZAH until such payment is made.
25. Client Obligations
25.1 The Client shall be responsible for providing access to the work site, ensuring accurate and timely information, and granting any necessary approvals or consents required for AMAZAH to perform the work.
25.2 The Client is also responsible for ensuring that all conditions on the site, including health and safety requirements, are met.
26. Insurance
26.1 The Client is responsible for obtaining and maintaining appropriate insurance coverage for their property and any risks associated with the Goods or Services, including product liability insurance, if applicable.
26.2 AMAZAH may, at its discretion, provide insurance coverage for the Goods or Services, but this does not relieve the Client from their obligations to ensure proper insurance.
27. Third-Party Subcontractors
27.1 AMAZAH reserves the right to use subcontractors for the provision of Goods or Services. The Client agrees that AMAZAH is responsible for managing and ensuring the quality of subcontracted work.
27.2 The Client shall hold AMAZAH harmless for any actions or omissions of subcontractors.
28. Legal Fees and Collections
28.1 In the event that the Client fails to pay any amount due under this agreement, and AMAZAH takes legal action to recover the outstanding debt, the Client agrees to reimburse AMAZAH for all reasonable legal fees, collection costs, and other expenses incurred in the process of recovery.
28.2 This includes any costs associated with engaging a debt collection agency or pursuing legal proceedings through the courts.