Terms & Conditions - Application for Credit Account
Terms and Conditions of Trade
1.0 Pricing
1.1 The price shall be increased by:
(a) the amount of any GST and other taxes and duties which may be applicable; and
(b) the amount of any increase in the cost of any items (including any change in currency exchange rates) affecting the cost of supply, production and/or delivery of the Goods prior to the date of Delivery.
1.2 A contract is created and the Customer is bound to pay the price when KOHU ROAD accepts the Customer’s order in writing. Subject to clause 3.2, each accepted order shall constitute a separate contract. A quotation does not create a binding contract until the Customer places an order that is then accepted by KOHU ROAD.
1.3 KOHU ROAD reserves the right at any time to alter any price lists and any such alterations to any price list shall be effective from the date specified by KOHU ROAD and shall apply to all orders accepted by KOHU ROAD on or after that date.
2.0 Payment
2.1 Payment is due by the 20th of the month following the date of Delivery.
2.2 KOHU ROAD may impose a credit limit on the Customer’s account and alter the credit limit without notice. Where the credit limit is exceeded, KOHU ROAD may refuse to supply Goods to the Customer.
2.3 The Customer may not withhold payment or make any deductions from or set off any amount against any Amount Owing without KOHU ROAD’ prior written consent.
2.4 Any disputes or credit requests by the Customer relating to an invoice issued by KOHU ROAD for Goods supplied must be received in writing within 14 days from the date of invoice.
Accounts can be paid by direct credit to
06-0103-0808993-00 and reference the invoice numbers.
3.0 Delivery
3.1 Delivery shall be made either:
(a) at KOHU ROAD’ premises when the Goods are made available for dispatch; or
(b) such other premises as expressly agreed by the parties.
If KOHU ROAD arranges transportation, storage or insurance of the Goods for the Customer, KOHU ROAD does this as the Customer’s agent. Any liability or cost incurred by KOHU ROAD in providing these services shall form part of the Amount Owing and shall be paid immediately by the Customer to KOHU ROAD upon a claim being made.
3.2 KOHU ROAD may deliver the Goods by instalments. Each instalment shall be treated as a separate contract subject to these Terms. Failure to fully deliver any instalment of the Goods shall not entitle the Customer to cancel any contract relating to any other instalment of the Goods.
3.3 Any time stated for delivery is an estimate only. Other than liability that cannot be excluded by law, KOHU ROAD is not liable for any delay in delivery.
4.0 Risk and Security
4.1 Risk of any loss, damage or deterioration of or to the Goods passes to the Customer on Delivery.
4.2 As security for all the Customer’s obligations under these Terms, the Customer grants to KOHU ROAD a Security Interest in all the Goods KOHU ROAD agrees to sell to the Customer under any contract, together with the Proceeds of such Goods, as security for payment of the Amount Owing and for the performance from time to time of the Customer’s other obligations to KOHU ROAD under the relevant contract, and such security shall continue until all sums owing by the Customer to KOHU ROAD in respect of any Goods supplied have been paid in full.
4.3 KOHU ROAD may allocate all monies received from the Customer in any manner it determines, including in any manner required to preserve any Purchase Money Security Interest under the PPSA in the Goods.
4.4 The Customer agrees that, to the extent permissible under the PPSA:
(a) KOHU ROAD excludes its obligations to the Customer under the PPSA in respect of any contract for the sale of Goods, or the security under such contracts, and
(b) the Customer waives any right to receive a copy of a verification statement under the PPSA and all of its other rights against KOHU ROAD.
4.5 Subject to clause 4.2 and the provisions of this clause 4, legal and equitable ownership of the Goods remains with KOHU ROAD and does not pass to the Customer until the Customer pays the Amount Owing and any other monies owing by the Customer to KOHU ROAD from time to time (whether in relation to any contract entered into under these Terms or on any other account whatsoever).
4.6 While legal or equitable ownership of the Goods remains with KOHU ROAD, KOHU ROAD retains the right to enter the premises or land where the Goods are held or stored and sever and remove them, as agent for the Customer, without being liable or responsible for any damage caused in doing so.
4.7 The security interest created by these Terms is not discharged nor the Customer’s obligations affected by the administration, insolvency, receivership or liquidation of the Customer.
5.0 Supply
5.1 Invoices will be raised when goods are ordered and issued with delivery. Kohu Road does not issue packing slips.
5.2 There is a minimum freight/delivery charge of $8.50 (plus GST) per order for deliveries made in Auckland. Freight charges for orders outside of Auckland can be obtained via e-mail (sales@kohuroad.com) or phone 09 827 9990.
5.3 Please allow three working days for delivery.
5.4 Minimum order quantities of 2 x 5 litre trays or 48 x 500mls punnets or 48 x 120ml punnets in Auckland. Minimum order quantities for outside of Auckland can be obtained via e-mail (sales@kohuroad.com) or phone 09 827 9990.
5.5 Kohu Road will endeavour to supply all goods ordered. Where orders are not delivered in full, Kohu Road will deliver the remainder of the order when the product is available.
5.6 Placing an order constitutes acceptance of terms and conditions.
5.7 Kohu Road reserves the right to review and amend these rates at any time.
6.0 Default
6.1 If the Customer does not pay the Amount Owing by the due date:
(a) KOHU ROAD may charge, and the Customer must pay, default interest at the rate of 1.5% per month calculated daily on the Amount Owing from the due date until payment is received in full (both prior to and following any judgment obtained); and
(b) any rebates or discounts may be cancelled (whether or not previously credited).
6.2 If an Event of Default occurs:
(a) KOHU ROAD may suspend or terminate any contract; and
(b) any Amount Owing shall immediately become due and payable notwithstanding the due date for payment has not arisen; and
(c) KOHU ROAD is entitled to recover from the Customer all costs that KOHU ROAD may reasonably incur in attempting to collect the Amount Owing (including actual legal costs and expenses and costs of collection) and any other moneys owing by the Customer to KOHU ROAD from time to time, whether in relation to any contract or on any other account whatsoever.
7.0 Use of Information
7.1 The Customer understands that KOHU ROAD may ask for personal information about the Customer so as to use credit reporting services to assess the creditworthiness of the Customer from time to time. The Customer acknowledges that:
(a) Credit Reporting Agencies will give KOHU ROAD information about the Customer for that purpose;
(b) KOHU ROAD may give the Customer’s personal information to Credit Reporting Agencies and those agencies may hold that information on their systems and use it to provide credit reporting services;
(c) when other users of Credit Reporting Agencies use those agencies’ services, the agency may give the information to those users;
(d) KOHU ROAD may use credit reporting services in the future for purposes related to the provision of credit to the Customer. This may include using a Credit Reporting Agency’s monitoring services to receive updates if any of the information about the Customer changes; and
(e) if an Event of Default occurs, information about that Event of Default may be given to a Credit Reporting Agency and the Credit Reporting Agency may give information about the Event of Default to other users of the credit reporting services.
7.2 The Customer agrees that KOHU ROAD may obtain information about the Customer from third parties in the course of KOHU ROAD’ business including credit assessment, debt collection, any alleged fraud involving the Customer and direct marketing activities, and may use that information for those purposes.
7.3 That the Directors of the applicant company consent to KOHU ROAD obtaining, using and disclosing personal information about each of them for credit assessment, debt collection, and any alleged fraudulent activities and marketing activities in the course of assessing this application and for the duration of the account.
8.0 Assignment and Subcontracting
8.1 KOHU ROAD is entitled at any time to assign to any other person all or part of the debt owing by the Customer to KOHU ROAD. In the event of the sale of KOHU ROAD’ business or a substantial portion thereof KOHU ROAD shall be entitled to novate these Terms and all contracts created pursuant to them to the purchaser of the ‘KOHU ROAD’ business automatically upon the completion of such sale and the Customer agrees to such novation.
8.2 The Customer agrees that KOHU ROAD may subcontract the performance of the Services to any other person.
9.0 Review of Terms
KOHU ROAD reserves the right to review and amend any of these Terms at any time by publishing the varied terms on its website (www.kohuroad.co.nz). Any change will take effect on orders placed after the date on which KOHU ROAD notifies the customer in writing that these Terms have been amended and are on the website, except where the amended Term is found by any court or administrative body of competent jurisdiction, or otherwise considered by KOHU ROAD, to be invalid, unenforceable or illegal (whether as between the parties to these Terms or in relation to any third party) in which case the last previously valid, enforceable and legal Term shall continue to apply.
10.0 Terms Used in These Standard Terms and Conditions of Trade
10.1 “Amount Owing” means the price charged by KOHU ROAD for the Goods, together with any other sums which KOHU ROAD is entitled to charge under these Terms that remain unpaid.
10.2 “KOHU ROAD” means Kohu Road Limited, including its successors and assigns.
10.3 “Claim”:
(a) means any demand or assertion of right to compensation or other legal or equitable remedy (whether in contract, tort, including negligence, statute or otherwise) arising out of or relating to the supply of Goods;
(b) includes any proceeding in any tribunal, court or other forum arising out of or relating to the supply of Goods.
10.4 “Credit Reporting Agency” means any credit reporting agency engaged by KOHU ROAD.
10.5 “Customer” means the person purchasing the Goods from KOHU ROAD pursuant to these Terms, including that person’s successors and permitted assigns.
10.6 “Delivery” means delivery of the Goods in accordance with clause 3 of these Terms.
10.7 An “Event of Default” means an event where:
(a) the Customer fails to comply with these Terms or any other contract with KOHU ROAD, and does not remedy that failure within 5 working days of receiving notice from KOHU ROAD advising them of the failure; or
(b) the Customer commits an act of bankruptcy; or
(c) the Customer enters into any composition or arrangement with its creditors; or
(d) if the Customer is a company:
(i) the Customer does anything which would make it liable to be put into liquidation; or
(ii) a resolution is passed or an application is made for the liquidation of the Customer; or
(iii) a receiver or statutory or official manager is appointed over all or any of the Customer’s assets or the Customer, its board or shareholders is considering appointing an administrator or liquidator; or
(iv) an administrator is appointed to the Customer;
(v) if anything analogous to or having similar effect to any of the other events arises.
10.8 “Force Majeure Event” means any event or circumstance which is beyond the reasonable control of the affected party and which results in or causes the failure of that party to perform any of its obligations under these Terms.
10.9 “Goods” means all goods ordered by the Customer and supplied by KOHU ROAD under these Terms (as detailed on each invoice issued to the Customer, together with any Services forming part of the supply of Goods.
10.10 “Include” and its derivatives shall have no limiting effect.
10.11 “Person” includes a corporation, association, firm, company, partnership or individual.
10.12 “PPSA” means the Personal Property Securities Act 1999.
10.13 “Proceeds” has the same meaning given in the PPSA.
10.14 “Price” means the purchase price of the Goods and any costs payable by the Customer under clauses 1 of these Terms.
10.15 “Purchase Money Security Interest” has the same meaning given to it in the PPSA;
10.16 “Security Interest” has the same meaning given to it in the PPSA.
10.17 “Services” means any services performed by KOHU ROAD (its employees, agents or subcontractors) as part of supplying the Goods.
10.18 “Terms” means these KOHU ROAD standard terms and conditions of sale;
10.19 References to any legislation includes as amended, re-enacted or substituted and any statutory instruments, regulations and orders issued under such legislation.