1.1. GeekHQ Ltd (“we”, “us”, “our”) will contract to sell and supply goods and services on these terms. By placing or confirming an order with us, you are accepting these terms, and anything to the contrary in your enquiries, orders or confirmations will not apply.
1.2. These terms supersede any prior negotiations, agreements or undertakings between you and us. Any waivers or variations to these terms are only effective if made in writing and signed by us.
2.1. Orders must be in writing and addressed to us. You many not cancel or vary an order once it has been placed or confirmed without our written consent. We have no obligation to enquire into the authority of any person placing orders on your behalf.
2.2. No order submitted by you shall be deemed to be accepted by us until it is confirmed in writing by us.
3.1. All prices quoted by us are exclusive of GST unless specified otherwise. If GST is payable, it is payable by you.
3.2. We reserve the right to alter the prices quoted in a quotation provided to you for the supply of goods or services to reflect increases or decreases in procurement costs which may have come to its notice after the date of the quotation.
3.3. In addition, we reserve the right to withdraw or amend a quotation unless you have given written acceptance of the quotation to us within the time period specified in the quotation. If no period for acceptance has been specified, the quotation will be open for acceptance for thirty days from the date of the quotation.
3.4. In some instances prices provided by us within a quotation may be calculated on the basis of a project or package of items. Variations in the scope of a project or package, or to project timescales, may affect the pricing of individual components and we reserve the right to adjust the prices contained within the quotation accordingly.
4.1. You must pay the price indicated on the invoice or other document or statement issued by us.
4.2. All freight, packaging and other relevant costs (if any) are charged to your account as shown on the invoice.
4.3. Payment for goods and services supplied by us to you is due in accordance with the terms stated on the relevant invoice, or as otherwise agreed in writing. Where no payment terms are stated on the invoice, payment will be due within 7 days of the date the invoice is issued. If credit has been granted to you by us by opening a credit account, the said invoice is due on or before the 30th day following the date of the invoice.
4.4. If at any time we deem your credit to be unsatisfactory, we may immediately terminate any credit arrangements and require you to pay the price on delivery of the goods or services. All costs and expenses of, or incurred by, us as a result of the termination and recommencement of any credit arrangement are payable by you upon demand.
4.5. We may charge interest on any moneys which are overdue under these terms, commencing on the due date until the date of actual payment. The interest charged will be 3% per month calculated on a daily basis on the overdue amount until all amounts owed by you are paid in full. The charging of interest does not imply the granting or an extension of credit.
4.6. If any invoice is overdue for more than 7 days, we reserve the right to send it onto our collections partner, EC Credit Control, for them to manage the collections process. You agree to pay, on demand, all costs (including legal fees) incurred by us relating to the recovery of any amounts payable by you to us.
4.7. All payments by you must be made in full and without any deduction or right of set off or counterclaim. You agree, however, that all moneys which we may owe you on any account whatsoever may, at our option, be set off against payments due by you to us.
5.1. Delivery of goods is deemed to be complete when made at your premises or any other premises agreed to in writing by us. On delivery, the goods are at your sole risk and with effect from the time of delivery, and in accordance with clause 6 of these terms, you will have in place all risks insurance to cover both its interest as bailee of the goods and our interest as owner of the goods.
5.2. We may choose the carrier and the method of transport, unless otherwise agreed by us in writing, and we may choose to deliver by instalments, treating each delivery as a separate order. Should we fail to deliver or make defective delivery of one or more instalments, this will not entitle you to repudiate these terms.
5.3. If we believe that you may not make any payment when due, then we may suspend or cancel any delivery and we shall not be held liable for non-delivery or late delivery (however caused), or failure to deliver by any specific method, means or vehicle.
6.1. Title to ownership (both legal and equitable) in all goods delivered by us does not pass to you until payment in full is made for all such goods and other goods supplied by us to you.
6.2. Until property has passed, you will store all goods in such a way that they are clearly identifiable as our property.
6.3. Until you have paid us in full for all goods supplied, you may not sell (unless such sale is in the ordinary course of your business), dispose of, or charge the goods and must hold or deal with the goods for and on our behalf. However, if the goods are sold in the ordinary course of your business, prior to property passing to you, the proceeds of that sale are held by you on trust for and on our behalf.
6.4. Prior to you acquiring full property in the goods, we may at any time enter upon any land, premises or property where we believe such goods may be to view and inspect them, and if you have not paid for them in full retake possession of the goods.
7. Liability and warranty
7.1. Except as set out in this clause, all terms, conditions, warranties and representations, expressed or implied by statute, common law or otherwise (including, without limitation, those implied pursuant to the Sale of Goods Act 1908 and implied warranties of merchantability and fitness for a particular purpose with respect to hardware, software and written accompanying manuals), in relation to the goods are excluded to the fullest extent permitted by law.
7.2. To the maximum extent permitted by the applicable laws of New Zealand, we shall not be liable for any other damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss, damage or injury) arising out of the use, or inability to use, any goods, services or accompanying documentation supplied by us.
7.3. Notwithstanding any other clause in these terms, our entire liability under or in connection with the supply of the goods and services, whether for negligence, breach of contract, misrepresentation or otherwise, is limited, in respect of each event or series of connected events, to the cost of the defective, damaged or undelivered goods or services which give rise to such liability as determined by the price (net of GST) invoiced to you.
8. In trade
8.1. You agree that where you and we are in trade, it is fair and reasonable that the provisions of the Consumer Guarantees Act 1993 do not apply and sections 9, 12A and 14(1) of the Fair Trading Act 1986 are contracted out of.
9.1. You acknowledge that these terms create a security interest (as that term is defined in the Personal Properties Securities Act 1999 (“PPSA”)) in the goods (“security interest”).
9.2. You will, if requested by us, sign any documents (including any new agreements), provide all necessary information and do anything else required by us to ensure that the security interest is a perfected security interest (as that term is defined in the PPSA).
9.3. You will not enter into any agreement which permits any other person to register any security interest under the PPSA in respect of the goods without our prior written consent. You agree, to the extent permitted under the PPSA and unless we agree by notifying you in writing, that you will have no rights under Part 9 (Enforcement) of the PPSA. For example, but without limitation, you will have no rights under sections 114(1)(a) and 116 (to receive notice of sale and statement of account), sections 121(2) and 122 (to receive any proposal or object to any proposal to retain the goods), sections 125 and 129 (relating to removal of accessions), and sections 132 and 133 (to redeem the goods or reinstate the contract).
9.4. You waive your right under the PPSA to receive a copy of any verification statement or financing change statement (as those terms are defined in the PPSA).
10. Intellectual property
10.1. You acknowledge that we (or our suppliers) are the sole owners or licensors of all intellectual property (including business know-how, methodologies, ideas, routines, systems and processes) relating or arising (directly or indirectly) to you; or as otherwise developed or contributed to by us (or our suppliers) in relation to any information, fault, repair or documentation that we supply to you, or as a result of us performing services or any other work for you.
10.2. You covenant that any material provided by you to us, and the use of it by us, for the purpose of supplying goods or services does not infringe any trade mark, copyright, patent, trade secret or any other proprietary right of any third party.
11.1. You will indemnify us for any physical, direct and indirect damage, economic loss or other loss or cost or expenses (including legal expenses on a solicitor and client basis), and against any claims or proceedings against us to the extent caused or contributed by you (or any of your agents or employees) or arising from a breach of these terms.
12. Force majeure
12.1. If we are prevented, hindered or delayed from complying with these terms, or supplying goods and services in accordance with these terms, by a force majeure event, we may suspend deliveries while the force majeure event continues; if we have insufficient stocks to meet our commitments, apportion available stocks between our customers as we decide; and terminate any orders placed by you so affected, with immediate effect, by written notice to you, and we are not liable for any loss or damage suffered by you as a result.
12.2. In this clause (clause 12), a force majeure event is defined as an event beyond our reasonable control including, without limitation, strike, lock-out, labour dispute, act of God, war, riot, civil commotion, malicious damage, compliance with a law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workers, materials or transport, or other circumstances affecting our source of supply or means of delivery.
13.1. You agree that any information provided to us may be used for purposes connected with our business including but not limited to direct marketing, debt collection and credit reporting or assessment.
13.2. You authorise us, should it be required, to provide such information to any external agency or any party for credit information, debt collection and assessment purposes and that agency or party are hereby authorised to use and continue to use such information as part of their business services.
13.3. Any personal information is held at the main business premise office of GeekHQ Ltd and you have certain rights of access and correction to your personal information under the Privacy Act 2020.
14. Unsolicited messages
14.1. You consent to receiving electronic messages (including emails and text messages) from us from time to time.
14.2. We will cease sending electronic messages on receipt of written confirmation from you that you no longer wish to receive such messages or if you use the unsubscribe function in the electronic message.
15.1. Unless otherwise stated in these terms, if a party considers that there is a dispute in respect of any matters arising out of, or in connection with, these terms then that party shall immediately give notice to the other party setting out details of the dispute. The parties will endeavour in good faith to resolve the dispute between themselves within 5 working days of the receipt of the notice, failing which the parties will endeavour in good faith within a further 10 working days to appoint a mediator and resolve the dispute, time being of the essence.
15.2. Neither party will commence legal proceedings against the other except for injunctive relief before following the procedure set out above.
16.1. During the term that we provide goods and/or services to you pursuant to these terms and for 6 months thereafter, you will not, whether directly, indirectly through an associated company, or otherwise, solicit for employment any person we have employed or contracted.
16.2. You agree that this restraint of trade is reasonable in all circumstances. However, if a court of competent jurisdiction finds it to be unenforceable, you and we agree to accept any modification of the duration of the restraint concerned which the court sees fit to impose, or if it does not see fit, which may be required to make the restraint enforceable.
17.1. We reserve the right to change these terms from time to time without written notice to you.
17.2. If we fail to enforce any terms or to exercise its rights under these terms at any time, we have not waived those rights.
17.3. You may not assign all or any of your rights or obligations under these terms without our prior written consent.
17.4. We are not bound by any error or omission on any invoice or other document or statement issued by us.
17.5. From time to time, third parties and/or subcontractors will be needed to preform work for customers on our behalf. You agree that we may engage third parties to perform such work as we deem necessary.
17.6. If a clause within these terms is illegal, invalid or unenforceable, the validity and enforceability of the remaining clauses are not affected.
17.7. These terms are 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.