1.1 “Dotmar Universal Plastics” shall mean Dotmar Engineering Plastics Limited (Trading as “Dotmar Universal Plastics”), or any agents or employees thereof.
1.2 “Customer” shall mean the Customer, any person acting on behalf of and with the authority of the Customer, or any person purchasing products and services from Dotmar Universal Plastics.
1.3 “Products” shall mean:
1.3.1 all Products of the general description specified on the front of this agreement and supplied by Dotmar Universal Plastics to the Customer; and
1.3.2 all Products supplied by Dotmar Universal Plastics to the Customer; and
1.3.3 all inventory of the Customer that is supplied by Dotmar Universal Plastics; and
1.3.4 all Products supplied by Dotmar Universal Plastics and further identified in any invoice issued by Dotmar Universal Plastics to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and
1.3.5 all Products that are marked as having been supplied by Dotmar Universal Plastics or that are stored by the Customer in a manner that enables them to be identified as having been supplied by Dotmar Universal Plastics; and
1.3.6 all of the Customer’s present and after-acquired Products that Dotmar Universal Plastics has performed work on or to or in which Products or materials supplied or financed by Dotmar Universal Plastics have been attached or incorporated.
1.3.7 The above descriptions may overlap but each is independent of and does not limit the others.
1.4 “Products” shall also mean all products, goods, services and advice provided by Dotmar Universal Plastics to the Customer and shall include without limitation the importing, manufacturing, distribution and supply of engineering products including seals and all charges for labour, hire charges, insurance charges, or any fee or charge associated with the supply of Products by Dotmar Universal Plastics to the Customer.
1.5 “Price” shall mean the cost of the Products as agreed between Dotmar Universal Plastics and the Customer and includes all disbursements eg charges Dotmar Universal Plastics pay to others on the Customer's behalf subject to clause 4 of this contract.
2.1 Any instructions received by Dotmar Universal Plastics from the Customer for the supply of Products shall constitute a binding contract and acceptance of the terms and conditions contained herein.
3. COLLECTION AND USE OF INFORMATION
3.1 The Customer authorises Dotmar Universal Plastics to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under this contract, or marketing any Products provided by Dotmar Universal Plastics to any other party.
3.2 The Customer authorises Dotmar Universal Plastics to disclose any information obtained to any person for the purposes set out in clause 3.1.
3.3 Where the Customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.
4.1 Where no price is stated in writing or agreed to orally the Products shall be deemed to be sold at the current amount as such Products are sold by Dotmar Universal Plastics at the time of the contract.
4.2 The price may be increased by the amount of any reasonable increase in the cost of supply of the Products that is beyond the control of Dotmar Universal Plastics between the date of the contract and delivery of the Products.
5.1 Payment for Products shall be made in full on or before the 20 of the invoice (“the due date”).
5.2 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
5.3 Any expenses, disbursements and legal costs incurred by Dotmar Universal Plastics in the enforcement of any rights contained in this contract shall be paid by the Customer, including any reasonable solicitor’s fees or debt collection agency fees.
5.4 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
5.5 A deposit may be required.
6.1 Where a quotation is given by Dotmar Universal Plastics for Products:
6.1.1 Unless otherwise agreed the quotation shall be valid for ninety (90) days from the date of issue; and
6.1.2 The quotation shall be exclusive of Products and services tax unless specifically stated to the contrary;
6.1.3 Dotmar Universal Plastics reserve the right to alter the quotation because of circumstances beyond its control.
6.2 Where Products are required in addition to the quotation the Customer agrees to pay for the additional cost of such Products.
7. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
7.1 Title in any Products supplied by Dotmar Universal Plastics passes to the Customer only when the Customer has made payment in full for all Products provided by Dotmar Universal Plastics and of all other sums due to Dotmar Universal Plastics by the Customer on any account whatsoever. Until all sums due to Dotmar Universal Plastics by the Customer have been paid in full, Dotmar Universal Plastics has a security interest in all Products.
7.2 If the Products are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the Products shall remain with Dotmar Universal Plastics until the Customer has made payment for all Products, and where those Products are mixed with other property so as to be part of or a constituent of any new Products, title to these new Products shall deemed to be assigned to Dotmar Universal Plastics as security for the full satisfaction by the Customer of the full amount owing between Dotmar Universal Plastics and Customer.
7.3 The Customer gives irrevocable authority to Dotmar Universal Plastics to enter any premises occupied by the Customer or on which Products are situated at any reasonable time after default by the Customer or before default if Dotmar Universal Plastics believes a default is likely and to remove and repossess any Products and any other property to which Products are attached or in which Products are incorporated. Dotmar Universal Plastics shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. Dotmar Universal Plastics may either resell any repossessed Products and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Products and credit the Customer’s account with the invoice value thereof less such sum as Dotmar Universal Plastics reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
7.4 Where Products are retained by Dotmar Universal Plastics pursuant to clause 7.3 the Customer waives the right to receive notice under s.120 of the Personal Property Securities Act 1999(“PPSA”) and to object under s.121 of the PPSA.
7.5 The following shall constitute defaults by the Customer:
7.5.1 Non payment of any sum by the due date.
7.5.2 The Customer intimates that it will not pay any sum by the due date.
7.5.3 Any Products are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Products.
7.5.4 Any Products in the possession of the Customer are materially damaged while any sum due from the Customer to Dotmar Universal Plastics remains unpaid.
7.5.5 The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlord distains against any of the Customer’s assets.
7.5.6 A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
7.5.7 Any material adverse change in the financial position of the Customer.
7.6 If the Credit Repossession Act applies to any transaction between the Customer and Dotmar Universal Plastics, the Customer has the rights provided in that Act despite anything contained in these terms and conditions of trade.
8. PAYMENT ALLOCATION
8.1 Dotmar Universal Plastics may at its discretion allocate any payment received from the Customer towards any invoice that Dotmar Universal Plastics determines and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated. In the absence of any payment allocation by Dotmar Universal Plastics, payment shall be deemed to be allocated in such manner as preserves the maximum value of Dotmar Universal Plastics’ purchase money security interest in the Products.
9.1 No claim relating to Products will be considered unless made within thirty (30) days of delivery.
10.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Dotmar Universal Plastics which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on Dotmar Universal Plastics, Dotmar Universal Plastics’ liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
10.2 Except as otherwise provided by clause 10.1 Dotmar Universal Plastics shall not be liable for:
10.2.1 Any loss or damage of any kind whatsoever, arising from the supply of Products by Dotmar Universal Plastics to the Customer, including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Products provided by Dotmar Universal Plastics to the Customer; and
10.2.2 The Customer shall indemnify Dotmar Universal Plastics against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Dotmar Universal Plastics or otherwise, brought by any person in connection with any matter, act, omission, or error by Dotmar Universal Plastics its agents or employees in connection with the Products.
10.3 If, contrary to the disclaimer of liability contained in these terms and conditions of trade, Dotmar Universal Plastics is deemed to be liable to the Customer, following and arising from the supply of Products by it to the Customer, then it is agreed between Dotmar Universal Plastics and the Customer that such liability is limited in its aggregate to $500.00.
11.1 Manufacturer’s warranty applies where applicable.
12. CONSUMER GUARANTEES ACT
12.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Products from Dotmar Universal Plastics for the purposes of a business in terms of section 2 and 43 of that Act.
13. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
13.1 If the Customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for Dotmar Universal Plastics agreeing to supply Products and grant credit to the Customer at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to Dotmar Universal Plastics the payment of any and all monies now or hereafter owed by the Customer to Dotmar Universal Plastics and indemnify Dotmar Universal Plastics against non-payment by the Customer. Any personal liability of a signatory hereto shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.
14.1 Dotmar Universal Plastics shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
14.2 Failure by Dotmar Universal Plastics to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations Dotmar Universal Plastics has under this contract.
14.3 If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.