1. What are these terms and conditions?
1.1 These are the terms and conditions that apply when you (“you” and “your”) instruct Active Components (NZ) Ltd (“we”, “us” and “our”) to provide you with products.
1.2 Any order received from you and accepted by us for the supply of products, will constitute a binding contract and an acceptance by you of these terms and conditions.
1.3 These terms and conditions will apply to all orders made by you and accepted by us during our ongoing relationship, subject to any variation accepted by you that we may give you reasonable notice of in writing.
2. What information about you can we collect?
2.1 You agree that we may obtain information about you for the purpose of assessing your credit worthiness and enforcing any rights under this contract.
2.2 You agree that we may give that information to any other person who is enquiring as to your credit worthiness, but you may withdraw your consent to that at any time. You may also access any information we hold about you and ask us to correct any mistakes in it.
3. What are our products?
3.1 In these terms and conditions “products” means and includes, without limitation, our full range of electronic components, including custom manufactured solutions and any other products that we distribute and supply.
4. What is the price?
4.1 The price of the products will be our current price for the supply of such products at the time your order is made.
4.2 Any overseas taxes and/or transactional charges, if applicable, are payable by you.
4.3 Payment in advance may be required before we supply the products.
4.4 Unless otherwise agreed, you are responsible for any delivery cost.
5. When must you pay us?
If you are not an account holder, then immediate payment is required, otherwise:
- you agree to pay us on or before the 20th day of the month following the date of our invoice unless otherwise agreed in writing (“the due date”); and
- payment shall be made in full, free of any deduction, setoff, counterclaim or legal or equitable claim, howsoever arising; and
- if you fail to pay us by the due date, we may charge you interest on any amount you owe us after the due date at the rate of 2.5% per month or part month; and
- you also agree to pay any costs, including debt collection and legal costs, that we may incur as a consequence of having to enforce any of our rights contained in these terms and conditions; and
- if you regularly fail to pay us by the due date then you agree that we can change the payment terms without your agreement.
- an additional charge of up to 2% of the invoice value may apply if payment is made by credit card.
6. Can orders be varied or cancelled by you?
Once an order has been accepted, no cancelation, addition, reduction, amendment or variation of any kind may be made by you without our consent in writing.
7. When does responsibility for the products pass?
7.1 We are responsible for the products until they are collected by you or until the products are collected from us by a carrier or courier, for delivery to you.
7.2 We are not responsible or liable for products lost or damaged in transit.
7.3 If it has been arranged for the products to be delivered to you, then it is agreed delivery may occur in instalments. Delivery of products by instalments does not entitle you to cancel any order.
7.4 Any extension of the agreed delivery date, needs to be agreed in advance by us in writing. However, the delivery date for NCNR products (see clause 9.3) cannot be changed after they have arrived in stock.
7.5 Further, it is agreed by you that the date agreed as to when the products would be available for collection by you or delivered to you, including any quoted lead time, is an estimate only, is subject to change without notice and is not an essential term of our contract with you.
7.6 You are responsible for immediately ensuring the correct delivery has been received and that the products have arrived undamaged.
7.7 While we make every effort to ensure correct labelling, it is your responsibility to check all labels on the products for conflict labelling, as well as check labels against products.
8. What happens if products are missing or damaged?
8.1 If any product or any item is missing or damaged, you must notify us in writing within 5 days of dispatch. You must also make a note of the missing or damaged products or items on the delivery record when the products are received.
8.2 With respect to any product or item that is damaged or missing you must advise us of all relevant information about the delivery e.g. pictures of damaged contents, pictures to confirm packaging, consignment note, a detailed background explaining the loss or damage and a detailed description of the lost or damaged products.
9. Can products be returned?
9.1 Subject to clause 9. 3, returns must be made within 10 business days from the date of the invoice.
9.2 A Return Authorisation number (RAN) must be obtained from us prior to returning any products.
9.3 You agree that orders for products that we purchase from a supplier specifically for you, cannot be cancelled and such products supplied cannot be returned i.e. are non-cancellable/non-returnable (NCNR).
9.4 Any accepted returns must be in original packaging including original labelling and in unused condition (unless defective).
9.5 The price paid for the products accepted by us for return will be credited to your account as a credit towards future orders, but no refund will be made.
9.6 A restocking fee of a minimum of $50.00 may apply.
10. What do you need to know about the technical information we supply?
10.1 All specifications, drawings, illustrations, or other details of the products provided to you by email, hardcopy or through our website may be subject to change. We do not take responsibility for the notification of product changes made by a product’s manufacturer.
10.2 The information contained on our website is intended to give a “general idea” only of the products listed.
10.3 While we make every reasonable effort to ensure the information we provide is accurate and current, we do not guarantee that such information is accurate, complete or correct.
10.4 We take no responsibility or bear any liability whatsoever in connection with any information provided or your reliance on such information. You are solely responsible for analysing and determining the appropriateness of any information provided by us.
11. What security rights do we have?
11.1 Until you have paid us in full for all products supplied by us, we retain ownership of all products supplied and if payment is not made by the due date, then we are entitled to lawfully repossess such products.
11.2 Further, we also rely on our entitlements pursuant to the Personal Property Securities Act 1999.
12. Is there a warranty?
A manufacturer’s warranty only applies when applicable.
13. What is the limitation on our liability?
13.1 You are responsible for ensuring that the products ordered by you and that we supplied are fit for the purpose for which they were required, and it is agreed by you that we are not liable to you for any loss or damage if they are not fit for purpose and in such cases, we are not obliged to refund the price paid.
13.2 The Contract and Commercial Law Act 2017, the Fair Trading Act 1986, the Consumer Guarantees Act 1993 and other statutes and regulations may imply warranties or conditions or impose obligations upon us which cannot by law be excluded or contracted out of (“the statutory restrictions”).
13.3 Subject to the statutory restrictions, you agree that we are not liable to you for any loss or damage of any kind whatsoever, arising from the supply of products by us to you, including consequential loss and loss of profits, whether suffered or incurred by you or another person or entity and whether in contract or tort (including our negligence).
13.4 If contrary to our disclaimer of liability contained in condition 13.3 above, we are deemed to be liable to you, then our liability is limited in its totality to the price of the products we supplied to you.
13.5 The guarantees contained in the Consumer Guarantees Act 1993 are excluded when you purchase products from us for the purposes of a business in terms of section 2 and 43 of that Act.
14. When will you be required to indemnify us?
You agree to indemnify us for any monetary loss we may suffer (including legal costs and expenses) or liability we may incur as a consequence of any loss or damage caused to any person or legal entity arising from the use by you of the products we supplied or the sale by you of our products to any other person or any breach by you of these terms and conditions.
15. Who owns the intellectual property rights?
We own all intellectual property rights, entitlements and interests created by us, incorporated in and associated with our products and you further agree that the products we supply can only be used for the purpose for which they were provided.
16. What rights do we have to cancel our contract with you?
16.1 In addition to any other entitlement to cancellation that we may have, we may by notice to you, suspend or cancel our contract with you for the supply of products, if you fail to pay any money owing to us by the due date.
16.2 Any cancellation or suspension will not affect our claim for money due at the time of cancellation or suspension.
17. What also are you agreeing to?
17.1 We are not liable for delay or failure to perform our obligations, if the cause of the delay or failure is beyond our control.
17.2 If we fail to enforce any of these terms and conditions, it shall not be deemed to be a waiver of any of the rights or obligations we have pursuant to our contract with you.
17.3 If any of these terms and conditions shall be invalid, void or illegal or unenforceable, the validity existence, legality and enforceability of the remaining terms and conditions shall not be affected, prejudiced or impaired.
17.4 It is agreed that the resolution of any dispute between us is subject to NZ law exclusively and must be resolved within the New Zealand judicial system.
17.5 However, if any dispute does arise between us, then we both agree to make every effort to resolve the dispute amicably and informally and to give due consideration to informal resolution methods, such as mediation if necessary.