1 INTERPRETATION

1.1In these conditions "DDL" shall mean Duncan Developments Limited and "the Buyer" means the person buying the goods or services from Duncan Developments Limited.

2 PRICE

2.1The price for the goods or services as stated in the contract is in New Zealand Dollars unless specified in another currency.

2.2Contracts offshore to New Zealand, will be paid by Telegraphic Transfer to DDL's NZ bankers, and will be deemed to have been paid when DDL's bankers advise in writing that the Buyers payment has been received.

2.3Within NZ ,the price for the goods or services as stated in the contract is exclusive of Goods and Services Tax, if applicable. Offshore to NZ, the price for the goods or services as stated in the contract is exclusive of any applicable local taxes.

2.4The price quoted is the price at the date of the contract. The Buyer shall pay to DDL any increase in the cost of the goods or services from any factor beyond the reasonable control of DDL between the date of the contract and the date of delivery.

3 PAYMENT

3.1The Buyer shall pay DDL for the goods or services within 7 days from date of invoice of the goods or services, unless otherwise agreed in writing.

3.2The Buyer shall not be entitled to withhold payment or to make any deduction from the price without the prior written consent of DDL.

3.3When the Buyer commences to use the goods or services for commercial  purposes, then they will have been deemed acceptable and full payment is due immediately.

3.4The Buyer shall advise DDL if it is insolvent.or is in jeopardy of becoming insolvent, or if DDL is being paid preferentially ahead of other creditors              

4 INTEREST FOR LATE PAYMENT

4.1If the Buyer should fail to pay the price to DDL on the due date for payment then the Buyer shall pay interest to DDL at the rate of 2% per month calculated on a daily basis from the due date for payment of the price down to the date of actual payment, but without prejudice to DDL's other rights or remedies.

4.2The  Buyer also agrees to pay to DDL all the legal costs, or Dun & Bradstreet (NZ) Ltd. fees, incurred by DDL to obtain payment of all payments overdue by 30 days or more, or to obtain possession of the goods.

5 DELIVERY

5.1Delivery shall be made at the place indicated in the contract or if the contract specifies no place of delivery then at DDL's premises.

5.2If a date of delivery of the goods or services or completion of the contract is stated in the contract then such time shall be approximate only and shall not be deemed to be of the essence of the contract.

5.3DDL shall not be liable for failure to deliver the goods or services or for any delay of the delivery of the goods or services from any cause whatsoever.

6 RISK, PROPERTY AND OWNERSHIP

6.1Risk in the goods or services passes to the Buyer from the time of delivery of the goods or services to the Buyer.

6.2The goods or services shall remain the sole and absolute property of DDL as legal and equitable owner until such time as the Buyer shall have paid the price of the goods or services in full to DDL.

6.3The Buyer acknowledges  that it will be in possession of the goods or services solely as bailee for DDL until such time as the full price of the goods or services is paid to DDL.

6.4If the Buyer shall fail to pay the full price of the goods or services to DDL , the Buyer acknowledges that the Buyer's right to undisturbed possession of the goods or services is subject to the right of DDL to retain sole and absolute property of and in the goods or services until such time as the full price of the goods or services is paid to DDL and the Buyer further acknowledges that a written copy of this agreement has been supplied to the Buyer.

6.5If any of the goods owned by DDL are attached to, mixed with or incorporated into any other goods not owned by DDL so that the goods in question are not separate from the resulting composite or mixed goods, then immediately upon manufacture all such composite or mixed goods shall belong to DDL absolutely and not by way of charge until the goods have been paid for in full or until DDL recovers possession of and resells sufficient of the composite or mixed goods to discharge the purchase price in full and DDL's costs recovered, any excess to be accounted for to the Buyer.

6.6If the Buyer fails to make any payment to DDL when due, compounds with its creditors, executes an assignment for the benefit of its creditors, has a bankruptcy order against it or, being a company enters into voluntary or compulsory liquidation or has an administrator or administrative receiver appointed over all or part of its assets or takes or suffers any similar action in consequence of debt or becomes insolvent, or if DDL has reasonable cause to believe that any of these events is likely to occur, DDL shall have the right without prejudice to any other remedies then : -

        (a)  DDL may at any time, without prior notice to the Buyer, enter upon any  premises occupied by the Buyer or any other premises where the goods or services supplied might be situated and to retake possession of the goods or any other property owned by DDL.

        The Buyer indemnifies DDL against any liability DDL may incur in exercising this right including any damage caused by DDL in obtaining entry to any such premises.

        (b)  to require the Buyer not to resell or part with possession of any goods owned by DDL until the Buyer  has paid in full all sums owed to DDL under this or any other contract.

        (c)  to withhold delivery of any undelivered goods or services and stop any goods in transit and forthwith suspend or cancel any uncompleted part of the Contract.

7 WARRANTY

7.1The Buyer agrees that the implied conditions of sale contained in the Sale of Goods Act 1908 shall not apply.

7.2The Buyer agrees that the he is acquiring the goods or services for business purposes, therefore the Consumer Quarantees Act 1993 will not be applicable to any transaction.

7.3DDL warrants that it will at its sole discretion replace or make good any defect in the goods supplied arising within 12 months from the date of delivery of the goods by DDL to the Buyer.

7.4No claim shall be accepted under the above warranties unless written notice of the claim is received by DDL as soon as reasonably possible after the defect is discovered.

7.5No warranty claim shall be actioned until the goods or services are paid for in full.

7.6This warranty covers faulty workmanship or materials and excludes fair wear and tear and is subject to the goods or services being used in the approved manner and are not misused.

8 LIABILITY

8.1DDL shall not be liable for:-

        (a)   any loss of profits;

        (b)   any consequential, indirect or special loss;

        (c)   any damage or injury of any kind whatsoever suffered by the Buyer or any other person; arising  directly or indirectly from any breach of any of DDL's obligations arising under or in connection with  the contract or from any cancellation of the contract or from any cause whatsoever and whether arising on the part of DDL, its employees, agents,  contractors or otherwise.

8.2Except as provided in this agreement liability of DDL, whether in contract or in torte or otherwise, in respect of:-

        (a)   all claims for loss, damage or injury arising from breach by DDL of its obligations in connection with the contract;

        (b)   any cancellation of the contract or from any negligence on the part of DDL, its employees, agents or contractors; shall not in aggregate exceed the contract price.

9 INTELLECTUAL PROPERTY

9.1DDL retains copyright in respect of all drawings, plans and specifications issued by it to the Buyer and  the contract shall not be deemed to transfer to the Buyer any of the DDL's copyrights, patents, designs, trademarks or other intellectual property rights.9.2DDL  makes no representation or warranty that goods or services supplied do not infringe any third party's intellectual property rights and DDL accepts no liability  in this respect.

10 FORCE MAJEURE

10.1DDL shall not be liable for any delay in, or failure to perform its obligations under the Contract, if the delay or failure is caused by circumstances outside the reasonable control of DDL.

11 GOVERNING LAW

11.1The construction, validity and performance of the Contract shall be governed by New Zealand law and by entering the Contract the parties submit to the jurisdiction of the New Zealand courts except where DDL chooses the jurisdiction of the courts where the Buyer has his place of business.

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