Please Note:Crown Dental + Medical do not sell directly to the general public. We supply dental ,medical and allied professionals only.
1. INTERPRETATION AND APPLICABLE LAW
Crown Dental & Medical its successors or assigns is described as “the Company”.
The person, company or other entity with which the Company enters into a contract is described as “the Customer”.
The materials, equipment, components, services, or any other thing ordered by the Customer to be supplied by the Company is referred to as “the Goods”.
The Personal Property Securities Act 1999 is referred to as the “PPSA”.
This contract will be governed by and construed in accordance with the laws of New Zealand.
2. TERMS OF TRADE
The Customer agrees to purchase and the Company agrees to supply the Goods pursuant to the following terms of trade.
All prices are quoted net and unless otherwise stated freight is additional. All prices quoted are exclusive of GST, which, if applicable, will be for the Customer’s account.
All prices are quoted in New Zealand Dollars (NZD).
All prices quoted or estimated by the Company are net and unless otherwise stated sales tax, goods and services and other taxes, duties assessed or levied in connection with the supply of the Goods are not included in the price and are the responsibility of the Customer and the price will be increased by the amount of such taxes or duties payable as at the delivery date.
In the event of fluctuations in international exchange rates affecting the price of the Goods to the Company by 2% or more, the price of the Goods as between the Company and the Customer may be subject to change to reflect that fluctuation at the discretion of the Company, even after an order is accepted.
The Company reserves the right to alter its prices without notice, even after acceptance of the Customer’s order, where such alteration arises from circumstances beyond the Company’s control.
The price may be increased by the amount of any increase in the cost of materials, transport, labour, customs duty, insurance, other rates and costs or any other factors between the date of order, the date of quotation or estimated price list, and the date of delivery.
Terms of supply are strictly payment without deduction on or before the due date stated on the invoice issued by the Company for the Goods.
The Company will not be bound to perform or comply with any further obligation to the Customer should any amount owing by the Customer be overdue. The Company may, at its discretion, place overdue customer accounts on a cash on delivery basis until the Customer’s account is current.
Without prejudice to such other rights and remedies as may be available to it, the Company will be entitled to charge interest at a rate of 1.5% per month calculated from the due date for payment to the date of payment on all sums which remain unpaid after the due date and including any period between judgement for such sums and payment.
The Customer will pay and reimburse the Company for all costs and expenses (including costs on a solicitor client basis) of and incidental to the enforcement or attempted enforcement of the Company’s rights, remedies and powers under this agreement.
5. RETENTION OF TITLE
All Goods sold by the Company will remain the property of the Company and will be separately identified as the Company’s property until all sums owing by the Customer to the Company in respect of the purchase of the Goods and all monies for the time being due and owing to the Company have been paid in full.
The Customer acknowledges that it is in possession of the Goods solely as bailee for the Company until ownership passes in accordance with these conditions.
If the Goods have been mixed with or incorporated into other goods or products so that it is impossible or impracticable to remove the Goods, then the Company will be a co-owner of the mixed goods or new products in proportion to the contribution calculated by reference to the price of the Company’s Goods to the mixed goods or new product.
This reservation of title and ownership is effective whether or not the Goods have been altered from the supplied form, or mixed with or affixed to other goods.
The Company may, at any time after default in payment for the Goods or for any other goods, recover and resell the Goods and may enter the Customer’s premises or any sites where the Customer is working or has stored the Goods or any site at which the Company reasonably believes the Goods are stored for that purpose. This clause will be effective as between the parties even though the Goods may have been affixed to the Customer's premises.
If default is made in the payment for the Goods the Company may:
Repossess the Goods and dispose of them as it sees fit.
Stop any further deliveries.
Cancel any contract with the Customer.
For the purposes of repossession the Company and its agents are irrevocably authorised to enter any premises of the Customer or any third party and the Customer agrees to indemnify the Company and its agents for any liability arising from any act or trespass committed by such entry.
If the Customer resells the Goods before payment of all sums owing in respect of purchase of the Goods:
As between the Customer and its purchaser, the Customer will be principal and not the agent of the Company;
The Customer will account to the Company for that part of the proceeds of sale, which is equal to the price payable by the Customer to the Company in respect of the Goods and will hold that sum in trust for the Company until received by the Company.
The Company is entitled to demand that the Customer exercise all of its available rights to enforce payment by the person or persons to whom the Goods have been or will be sold or supplied. (This is without prejudice to any other rights and remedies of the Company as against the Customer).
6. GENERAL LIENS
The Company will in respect of all unpaid debts due from the Customer have a general lien on all the Goods and property in the Company’s hands, and will be entitled to dispose of the Goods or property as the Company thinks fit and apply the proceeds towards such debt.
7. ACCEPTANCE OF CONDITIONS OF SALE
Any of the following actions by the Customer are deemed to be acceptance of the Terms and Conditions of Sale contained herein:
Application for a debtors account to be opened with the Company; or
Acceptance of any tender provided by the Company; or
Order from the Customer for the supply of any goods by the Company; or
Acceptance of delivery from the Company; and such terms and conditions will constitute the only terms and conditions to apply in any contract resulting between the parties, and unless modification is agreed by the Company in writing signed by an officer of the Company, these terms and conditions override and negate any contrary condition contained in the Customer’s conditions of purchase or conditions of contract.
An order placed by the Customer (whether verbally or in writing) will be deemed to constitute an offer by the Customer to enter into a contract on these terms, and may be accepted by the Company in writing or verbally. No quotation by the Company will constitute an offer by it.
8. DELIVERY AND FORCE MAJEURE
Delivery is offered subject to the following conditions:
The availability of transport;
The availability of raw materials, manufacturing aids and plant capacities;
The absence of delays from fires, lockouts, trade disputes, power restrictions and other contingencies beyond the control of the Company.
The Company shall not have any liability to the Customer in respect of any failure to deliver or delay in delivery due to events beyond the Company’s control, and including the circumstances referred to in Clause 8.1.
Delivery is to be made at the place indicated in the Customer’s order or, if no place is indicated in the Order, delivery is to be made at the Customer’s premises. If the Customer fails or refuses or indicates to the Company that it will refuse to accept delivery then the Goods are deemed to have been delivered when the Company was willing to delivery them.
The Company will use its best endeavours to deliver the Goods on or before the estimated delivery date but time of delivery shall not be of the essence and the Company will have no liability to the Customer if there is a delay for whatever reason.
9. REFUND POLICY / RETURN OF GOODS
No goods ordered by the Customer will be returned without the written consent of the Company. If consent is given then all costs and expenses incurred by the Company up to the date of cancellation shall be paid by the Customer or deducted by the Company from any payment due to the Customer.
10. RISK AND INSURANCE
The risk of any loss, damage or injury to the Goods, howsoever caused, will pass to the purchaser when the goods are delivered to the Customer or into the custody on the Customer’s behalf.
The insurance on the machine/equipment whilst in transit and whilst overseas for repair will be the responsibility of the owner. Crown Dental and Medical Ltd accepts no responsibility for loss or damage for the machinery during this period.
11. WARRANTIES - IMPLIED TERMS
The Customer accepts that advice and information provided by the Company to the Customer relating to use, application, quantities or suitability of the Goods is given in good faith and is based on information provided by the Customer and that any decision to use or purchase the Goods is the sole decision of the Customer.
If the Customer purchases or indicates that the purchase of the Goods is for the purposes of a business, the provisions of the Consumer Guarantees Act 1993 will not apply.
Where the provisions of the Consumer Guarantees Act 1993 do not apply, the Company’s liability in respect of any breach of any warranty, or any representation made in respect of the Goods, or any other defect in respect of the Goods will, at the option of the Company, be limited to either;
replacing any Goods that the Company accepts are defective (replacing the Goods will not include fitting and affixing the replacement Goods); or
refunding the price of the defective Goods. (The price to be refunded will not include the cost of fitting and affixing the defective Goods).
The Company will not accept any claim arising from any breach of warranty, or any representation made in respect of the Goods or any other defect in respect of the Goods unless the Company is given a reasonable opportunity to investigate the claim and take such remedial steps as it thinks fit.
In no circumstances will the Company be liable to the Customer for incidental or consequential loss or damage arising from any breach of warranty, or any representation made in respect of the Goods or any other defect in respect of the Goods.
All the rights, powers and remedies available to the Company are to remain in full force, notwithstanding delay or forbearance in the enforcement of those rights.
The Company will not be deemed to have waived any condition or stipulation unless such waiver is expressly made in writing by the Company to the Customer.
If the Customer has any claim against the Company it is expressly agreed that the said claim should not be applied by the Customer to setoff any payment or payments due to the Company under these terms.
14. EXCLUSION OF WARRANTY AND LIABILITY
Except as expressly set out in these terms, all representations, conditions and warranties (express or implied) applying between the Company and the Customer whether statutory or otherwise are excluded as far as the law allows.
The entire liability of the Company to the Customer, or any other person, whether statutory, contractual, tortuous or otherwise, is limited to the cost of repair or replacement of the Goods.
15. PRIVACY ACT 1993
The Customer or Guarantor (if any) authorises any person or company to provide the Company with information in response to its credit enquiries. The Customer and Guarantor further authorise the Company to furnish to any third party details of the application of which these terms of sale form part of any subsequent dealings that the Customer and/or Guarantor may have with the Company.
16. PERSONAL PROPERTY SECURITIES ACT 1999
For the purposes of this part terms shall have the same meaning as defined in the PPSA.
The Customer acknowledges that the provisions of clause 5 create a security interest in the Goods (the “Security Interest”). The Customer agrees that the Security Interest is taken in all of the Customer’s present and after acquired personal property supplied by the Company to the buyer from time to time. Security for all amounts payable by the Customer to the Company includes but is not limited to amounts owed in respect of personal property supplied and credit facilities provided by the Company.
Must upon request promptly give the Company assistance and information (which the Customer warrants is complete, accurate and up to date in all respects) and promptly execute and deliver any documents as is necessary to register a financing statement and meet all other requirements under the PPSA to ensure that the Security Interest constitutes a perfected security interest over the Goods, including executing any variations to these terms and conditions of sale.Must not register a financing change statement or a change demand in respect of the Goods
Must give the Company not less than 14 days prior written notice of any change or proposed change in the Customer’s name, or any other details including that not limited to changes in the Customer’s address, trading name, type of business or contact phone or facsimile numbers.
Must pay all costs incurred by the Company in registering or subsequently amending the financial statement the cost to enforce the security interest.
Waives its right to receive a verification statement under Section 148 of the PPSA, and agrees that nothing in Sections 114(1)(a), 117(1), 113 and 114 of the PPSA will apply to the security agreement created by these terms and conditions and agrees that. The right of the Customer as debtor in Sections 116, 119, 112(2), 112(1), 125-127, 129, 131 and 132 of the PPSA shall not apply.