Bright Tech Limited Terms of Trade
V1.0 - 28 June 2016
The terms of trade set out below govern all of the supply of Products and Services from Bright Tech Limited ("Bright Tech", "we", "us", "our") to the customer ("you", "client""). These replace all earlier Bright Tech terms of trade and any conditions contained in any document used by you and purporting to have contractual effect. Your ordering of any Products and/or Services from Bright Tech indicates your acceptance of these terms of trade.
1.1 In these conditions, "Products and/or Services" means Hardware or Software or other goods or services of any kind which are supplied by Bright Tech to you.
1.2 Where you purchase any Products and/or Services from Bright Tech these terms of trade shall prevail.
2. Price and Orders
2.1 Prices may be altered without notice.
2.2 All prices exclude GST and freight.
2.3 We will accept orders from you by phone or email.
2.4 Bright Tech reserves the right to refuse to accept any order or any part of an order, and to deliver goods by instalments, in which case each instalment will comprise a separate contract and shall be paid for as if it were a separate order.
3.1 You must pay in full on or before the payment due date shown on our invoice.
3.2 Your payment is made only when funds have fully cleared through the banking system into our bank account.
3.3 We have sole discretion to determine the amount of credit we will extend to you at any time.
3.4 You agree to pay for the Products and/or Services in full without deduction or setoff and to pay goods and services tax and any other government duties, levies or taxes in respect of the Products and/or Services.
3.5 If payment is not made in full by the due date, we are entitled to charge you interest on the unpaid overdue balance at the rate of 2% per month, compounding monthly on the unpaid balance owing on the first day of each month until payment in full is received by us.
3.6 We may charge you costs (including collection costs and legal costs) and suspend delivery of further Products and/or Services or performance of further services until the account is paid in full.
3.7 If payment is not made in full by the due date we may suspend access to updates, support and other ongoing services relating to the unpaid invoice(s),
3.8 Notwithstanding clauses 3.2 and 3.3 above, if you sell or otherwise dispose of any goods which have not been paid for without our consent, if you become insolvent, commit any act of bankruptcy, if a receiver, liquidator or statutory manager is appointed over any of your assets or undertaking, or if you make or attempt to make an arrangement or composition with creditors.
4.1 With the exception of Software which is subject to licence (where it is not intended that title should ever pass to you, but shall remain in Bright Tech Limited as principal or as agent for the software licensor, or with the licensor as specified in the relevant licence agreement), property and ownership in Products and/or Services, whether in their original form or incorporated in or attached to another product will not pass to you but will remain with us until we receive payment in full of the purchase price of the Products and/or Services and all other amounts that you owe to us for any reason.
4.2 Until property passes to you, you shall hold any Products and/or Services in trust as fiduciary bailee for us and/or the software licensor, and store them in a manner to enable them to be identified and cross referenced to particular invoices
5.1 Goods are subject to the manufacturers' warranties only. We will pass on the benefit of those warranties to you, without being directly liable to you under any warranty.
6. Obligations to Suppliers
6.1 We may impose certain conditions on you from time to time where our suppliers require us to do so.
7. Limitation of Liability
7.1 Bright Tech's maximum liability to you shall be limited to the value of any faulty Products or Services supplied, and Bright Tech and its employees, contractors and agents, any manufacturers of the Products and/or Services or any of their materials or components and any licensors of Software or suppliers of services, will not be liable to you for loss or damage of any kind however that loss or damage is caused or arises. This exclusion of liability includes, but is not limited to, costs (including costs of returning Products and/or Services to Bright Tech or to any manufacturer or licensor), consequential loss, loss of profits and damage caused by or arising from delays in manufacturing or delivery, faulty or delayed installation, unreasonable use, negligence (including a failure to do something which should have been done or to prevent something from happening), faulty specifications and design, and faulty materials, components, manufacture, compilation, or assembly of the Products and/or Services.
7.2 We will not be liable to you for any losses caused by events beyond our reasonable control. We will not be required to settle a strike or lockout or other industrial disturbance against our wishes in order to benefit from this clause.
8. Consumers Guarantees Act 1993
8.1 The provisions of the Consumer Guarantees Act shall not apply to the supply of Product(s) or Service(s) sold to business or used for business purposes.
9. Intellectual property and Confidentiality
9.1 All intellectual property shall remain the property of Bright Tech or any Supplier entitled to it, and neither Bright Tech nor its Suppliers transfer any right, title or interest in the intellectual property to you.
10.1 Bright Tech reserves the right to change these terms of trade from time to time.
10.2 If Bright Tech fails to enforce any terms or to exercise its rights under these terms of trade at any time, Bright Tech has not waived those rights.
10.3 If any provision of these terms of trade is held to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect and the parties shall adjust their respective rights and obligations in accordance with the spirit and intent of the parties as shown by these terms of trade.
10.4 This agreement is governed by the laws of New Zealand and any dispute under it shall be subject to the exclusive jurisdiction of the Courts of New Zealand.