1.1 All goods and services supplied by Independent Verification Services Limited (“IVS”) to the customer will be upon these terms of trade unless otherwise agreed in writing. These terms of trade supersede any previous standard terms and conditions agreed between the parties and governing the provision of services and/or goods by IVS to the customer.
1.2 IVS’s agents and representatives have no authority to make any oral representations, statements, warranties, conditions or agreements that conflict with these terms of trade.
2.1 The price for the goods and services will be as quoted in writing by IVS to the customer. In the absence of a written quote, IVS’s standard charges apply. All quotes and charges are expressed as exclusive of GST and GST will be payable by the customer in addition to such payment.
2.2 All freight and delivery charges will be in addition to the quoted price and will be payable by the customer.
2.3 Payment for all goods and services must be made by the customer to IVS on the 20th of the month following the date of IVS’s invoice unless IVS has requested payment before this date. IVS may at its option issue a monthly interim invoice for work where the delivery of services is over a period exceeding one month.
2.4 If the customer fails to make payment on the due date then the customer will pay IVS a penalty payment calculated as 5% above the average monthly base commercial lending rate from time to time charged by IVS’s bank. Interest will be calculated monthly and payable on demand.
2.5 Any expenses, disbursements and legal costs incurred by IVS in the enforcement of any rights contained in these terms of trade will be paid by the customer, including any reasonable solicitor’s fees or debt collection agency fees.
3. Provision of Services
3.1 IVS will:
(a) Use all reasonable skill and care in providing the goods and services in a timely and efficient manner.
(b) Not be liable for any delay or non-performance providing goods or services if the delay or non-performance is attributable (directly or indirectly) to circumstances beyond its reasonable control.
(c) Not be obliged to accept any order for goods or services made by the Customer and will be entitled, in its sole discretion, to refuse to provide or perform all or any such goods and services.
3.2 IVS may withdraw a quotation for the provision of goods and services at any time before it is accepted by the customer. All quotations will lapse without notice 30 days after given.
3.3 The customer will not cancel any order for goods or services (in full or in part) without first obtaining the written consent of IVS.
4. Liability and Indemnity
4.1 With the exception of express warranties contained in these terms of trade, all warranties and representations in respect of goods and services supplied are excluded to the extent permitted by law.
4.2 The customer acknowledges that if it acquires the services or goods for a business purpose then the statutory guarantees and implied terms, covenants and conditions contained in the Consumer Guarantees Act 1993 are excluded and do not apply.
4.3 In no event will IVS be liable to the customer or any other party for any loss or damage arising directly or indirectly in connection with IVS’s services and goods, their use, misuse or otherwise including (but without limitation) any loss of profit, business, revenue, goodwill or anticipated savings.
4.4 IVS will not be liable to the customer or any other party for consequential, special, punitive or exemplary loss, damage or liability arising directly or indirectly out of or related to the agreement and provision, performance of or failure to perform the services by IVS whether in contract, tort (negligence), for breach of statutory duty or any other principle of legal liability.
5. Title and Security (Personal Property Securities Act 1999)
5.1 Title in any goods and services supplied by IVS will pass to the customer only when the customer has made payment in full for the same and IVS will have a security interest in all goods and services provided to the customer until that has occurred.
5.2 The customer agrees to sign any documents and provide any further information required for IVS to perfect it security interest in the goods. The customer grants IVS a security interest in all of the customer’s present and after acquired property that IVS has performed services on or to which goods or materials supplied by IVS have been attached or incorporated.
5.3 Where goods and services are retained by IVS pursuant to 5.1, the customer waives its right to receive a notice under section 120 of the Personal Property Securities Act 1999 (‘PPSA’) and to object under section 121 of the PPSA.
5.4 The customer agrees sections 114(1)(a), 133 and 134 of the PPSA do not apply to these Terms of Trade.
6.1 These Terms of Trade may be terminated by notice in writing as follows:
(a) By IVS if the customer commits any act of bankruptcy, enters into any arrangement with its creditors or (in the case of a company does any act which would render it liable to be liquidated), or if a resolution is passed or proceedings commenced for the liquidation or voluntary administration of the customer or if a receiver is appointed in respect of all or any of the customers assets.
(b) By IVS if the customer is in breach of these terms and conditions.
(c) By IVS upon completion of the delivery of the services and goods and payment in full by the Customer
(d) By mutual agreement of the parties.
7. Intellectual Property
7.1 The customer agrees and acknowledges that IVS is the owner and/or licensee of the intellectual property rights in certain systems, know-how and other intellectual property which may be utilised in the provision of the services or goods provided to the customer and that the customer obtains no rights and or interests in such intellectual property by virtue of its purchase of the services and /or goods from IVS.
8. Confidential Information
8.1 Neither party will disclose information which is confidential to the other party to a third party unless compelled to do so by law.
9.1 Neither party may assign any of its rights or obligations under these Terms of Trade without the prior written consent of the other.
9.2 Every notice given under these terms and conditions will be sufficiently given if delivered personally, posted or successfully transmitted by fax to the intended recipient at his/her or their last known address or facsimile number.
9.3 Neither party will be liable for any delay or failure for the performance of any of the obligations imposed on them under these Terms of Trade if such failure is beyond the reasonable control and without fault or negligence of that party, provided that this clause will not extend to excuse the consequences of insolvency or financial difficulty.
9.4 These Terms of Trade constitutes the entire agreement between the parties which supersedes any prior arrangement or understanding whether written or oral relating to the subject matter of this agreement.
9.5 These Terms of Trade will be governed by the laws in New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.