Terms and Conditions

ROB CROFT RIGGING LIMITED – TRADING AS GULF HARBOUR RIGGING - TERMS AND CONDITIONS OF SALE 

In these terms and conditions RCR means and includes Rob Croft Rigging Limited (a limited liability company under the companies Act 1993(NZ) and goods means all spars equipment and parts supplied by Rob Croft Rigging Limited and anything forming part of the work.

1. TERMS OF BUSINESS.

i) All contracts for the sale of goods or services by RCR are made subject to the written terms of any quotation and to these conditions. ii) Any quotation by RCR is deemed to be an invitation to purchase on these terms and conditions. iii) No other terms, conditions or representations shall be implied or incorporated into a contract unless the same are set out in writing and signed on behalf of RCR by an officer of the company.

2. QUOTATIONS.

i) Unless otherwise stated in a quotation by RCR any quotation issued shall remain fixed for 30 days from the date of quotation. ii) RCR reserves the right to withdraw any quotation at any time before a contract is formed with the customer.

3. PRICING.

i) All prices are based on current costs to RCR for labour and materials as at the date of quotation. In the event of any unforeseen change in these costs RCR reserves the right to alter its prices accordingly. Ii) All prices quoted for goods or services to be supplied by RCR are ex works. Iii) RCR reserves the right to add insurance, freight, documentation and any clearance costs to goods sales invoices which shall be added to the quotation given.

4. PAYMENT

i) A deposit of 50% of the quoted price will be payable at the time of the order to RCR if requested by RCR and the balance shall be paid by cleared funds before shipment or on delivery as stipulated by RCR upon invoice ii) Where credit terms are agreed by RCR all payments shall be made by their due dates and the date of the relevant goods sales invoice shall be the date of commencement of any credit term agreed. iii) In the case of late payment RCR will charge the customer interest at 5% per annum above the base commercial overdraft interest rate of the BNZ bank from time payment due until such time as cleared funds are received in RCR’s account. iv) Any GST on invoices for goods or services supplied by RCR shall be payable at the time of payment of that invoice. v) The Customer accepts that on its failure to pay the amount owed in respect of supplied goods or service, it will pay to RCR all charges or costs including costs on a solicitor/client basis, incurred in the recovery of the amount outstanding.

5. DEFAULT.

i) If the customer does not make full payment by the due date, commits any substantial breach of a particular contract or makes or offers to make any composition with creditors or commits any act of bankruptcy or if (the customer being a company) any application or resolution to liquidate the company is passed or presented (other than for the purpose of a bona fide amalgamation or reconstruction) or if a receiver of the undertaking of assets of the business of the customer or any part or subsidiary thereof is appointed, then RCR shall be entitled:-a) to be paid in respect of any loss or damage caused to RCR by the breach of the customer and/or b) to stop work on all contracts with the customer and to cease making deliveries to the customer of any goods whether or not the subject of any contracts between the customer and RCR and/or c) at the option of RCR to cancel all contracts with the customer and remove and sell the goods giving credit for the proceeds of sale against the customers liability to RCR under the contracts and/or d) to call on the customer to deliver up to RCR all goods in the power, custody or possession of the customer in respect of which property is vested in RCR whether by virtue of these conditions or under the general law and the customer hereby irrevocably authorizes RCR to enter (using reasonable force if necessary) the premises or any other yacht, boat, ship or chattel belonging to the customer where such goods are situated for the purpose of taking possession of such goods and in order to do so may sever them from anything to which they may be attached and shall not be liable for any consequential damage thereby arising.

6. WARRANTIES.

i) RCR will remedy its faulty workmanship provided that any claim by the customer for remedy of workmanship was notified to RCR in writing within 3 months of the invoice date. ii). RCR will, if requested to do so, use reasonable endeavours to assign to the customer the benefit of guarantees and warranties given to RCR by third party suppliers or manufacturers.

7. LIMITATION OF LIABILITY.

i) In the case of each contract all liability of RCR to the customer whether in respect of negligence, breach of contract, misrepresentation or otherwise howsoever caused shall not exceed the price received by RCR for goods or services supplied to the customer under the contract and the customer shall indemnify RCR all liability to any third party. ii) RCR shall not be liable for any loss or damage to goods in transit. iii) RCR shall not be liable for any indirect or consequential loss whatsoever and howsoever arising and in particular but without prejudice to the generality of the forgoing shall not be liable for any injury, loss, expense or damage arising out of the storage, application or use of any goods supplied.

8. EXCLUSION OF WARRANTIES.

i) All express or implied terms, conditions, representations or warranties in respect of goods and services supplied to the customer not stated in these conditions and capable of exclusion (whether statutory or otherwise) are hereby excluded. ii) RCR gives no warranties other than the warranties given under clause 6 above. iii) RCR provides no warranty in respect of rig checks or opinions expressed or not expressed that may subsequently result in direct or indirect loss by the customer.

9. PASSING OF PROPERTY.

i) All goods sold by RCR remain the property of RCR until all debts owed to RCR by the customer (for whatever reason) are paid in full by the customer to RCR and the property and goods shall not pass to the customer until such time as payment in full has been made. ii) RCR reserves the right to dispose of such goods until the customer has paid for them in full. The customer shall store the goods separately and clearly mark them as the property of RCR iii) The customer shall not sell on or part with possession of the goods and shall have no express or implied authority to make title to the goods save with the express written consent of RCR until full payment has been made of all the sums due to RCR.

10. RISK

i) Without prejudice to the provisions of clause 7 risk in the goods shall be deemed to pass to the customer on delivery.

11. DELIVERY.

i) Unless there is a specific delivery date specified in the contract the customer shall be bound to accept the goods when notified by RCR in writing that they are ready for collection. ii) Any time or date stipulated in a quotation by RCR or any letter or document forming part of the contract is only intended as an estimate and although RCR will make all reasonable efforts to effect delivery of goods within such timescale RCR shall not be liable for any loss or damage direct or indirect caused to the customer by late delivery. iii) RCR reserves the right to make any delivery time or date subject to the performance by the customer of a particular or a specific action as set out in the quotation and in the event of non performance by the customer of such requirements RCR reserves the right to make any delivery time or date set out in that quotation.

12. STORAGE.

i) If the customer fails to give proper instructions as to the delivery, or dispatch of goods is delayed at the customers request in either event for more than 14 days after RCR has notified the customer that the goods are ready for dispatch RCR will be entitled to charge the customer for storage of the goods either at its own premises or to arrange storage elsewhere and all charges for storage removal and insurance (if applicable) shall be due and payable by the customer as if they had separately been set out in the original contract. ii) RCR shall have no liability for damage or loss to any customer property being stored by RCR for whatever reason.

13. INDEMNITY.

i) If the customer supplies RCR with a design or other instructions in accordance with which work is to be carried out or goods specified in an order are to be manufactured or constructed the customer shall indemnify RCR against all damages, costs and expenses arising out of the claim for infringement of any copyright, patent, trademark, registered design or any similar right of any third party. ii) The customer shall further indemnify RCR in respect of any claim made against RCR in respect of any claims, costs or damages arising consequent upon the failure of the goods or other items which have been supplied arising out of the design or other instruction supplied by the customer.

14. FORCE MAJEURE.

Any contract may be cancelled or suspended in whole or in part by RCR (without liability on its part for loss or damage arising directly or indirectly from such cancellation or suspension) as a result or in consequence of a prospect or happening or result of any dispute Act of God, war, civil commotion, legislation, breakdown of machinery, inability to obtain supplies or to obtain raw materials, fuel, power or required transport or an inability to obtain any necessary import or other licenses or consents of any governmental authority or any other cause or circumstance beyond its control.

15. WAIVER.

RCR shall not be deemed to have waived the protection of any of these conditions by reason of any indulgence given to the customer whether as to time or otherwise or by the undertaking of any work for or any delivery of goods to the customer whether undertaken or delivered with or without knowledge of the facts giving rise to a reason to cease work or to cease deliveries.

16. CANCELLATION.

Where a contract has been made between the parties and the customer cancels or postpones its order or otherwise terminates its contract with RCR the customer shall be liable to compensate RCR to the extent of all costs and charges or other loss (including profit) incurred by RCR in obtaining special tools dies or jigs and any unfinished goods or product manufactured by RCR in fulfillment of the customers order. If RCR is able to dispose of these items subsequent to the customer having compensated RCR pursuant to these conditions the customer shall be credited with the amount received on the disposal up to but not exceeding the amount of compensation actually paid to RCR.

17. SEPARABILITY.

i) Each delivery or consignment of goods or services shall be deemed to constitute a separate contract to which these conditions and special terms of any quotation (including those related to payment) shall apply. ii) RCR reserves the right to make deliveries by installments whether or not this is stipulated in the relevant contract or order. iii) RCR reserves the right at its discretion to delay a delivery or consignment of goods beyond the time/and or date stipulated in a quotation, contract or order and the exercise of its discretion under this condition shall not terminate any agreement as to other deliveries.

18. PERSONAL PROPERTY SECURITIES ACT 1999 (“PPSA”)

18.1 Upon assenting to these terms and conditions in writing the customer acknowledges and agrees that: (a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and (b) a security interest is taken in all goods previously supplied by RCR to the customer (if any) and all goods that will be supplied in the future by RCR to the customer.

18.2 The customer undertakes to: (a) sign any further documents and/or provide any further information (such information to be complete, accurate and up to date in all respects) which RCR may reasonably require to register a financing statement or financing charge statement on the Personal Property Securities Register. (b) indemnify, and upon demand reimburse RCR for all expenses incurred in registering a finance statement or financing charge statement on the Personal Property Securities Register or releasing any Goods charged thereby; (c) not register a financing charge statement or a charge demand without the prior written consent of RCR; and (d) immediately advise RCR of any material change in its business practices of selling the Goods which would result in a change in the nature of the proceeds derived from such sales.

18.3 RCR and the customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.

18.4 The customer waives there rights as a debtor under sections 116,120(2), 121,125,126,127,129,131 and 132 of the PPSA.

18.5 Unless otherwise agreed to in writing by RCR, the customer waives their right to receive a verification statement in accordance with section 148 of the PPSA.

18.6 The customer shall unconditionally ratify any actions taken by RCR under clauses 13.1 to 13.5

19. PRIVACY ACT 1993

19.1 The customer authorizes RCR to: (a) collect, retain and use any information about the customer for purpose of assessing the customer’s creditworthiness or marketing products and services to the customer; and (b) disclose information about the customer, whether collected by RCR from the customer directly or obtained by RCR from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the customer.

19.2 Where the customer is an individual, the authorities under clause 19.1 are authorities or consents for the purposes of the Privacy Act 1993.

19.3 The customer shall have the right to request RCR for a copy of the information about the customer retained by RCR and the right to request RCR to correct any incorrect information about the customer held by RCR.

20. LAW AND DISPUTES.

These conditions and any contract between RCR and the customer shall be governed and construed in accordance with the Laws of New Zealand and the customer and RCR shall submit to the excusive jurisdiction of the courts of New Zealand. If any part of these conditions is rendered void or unenforceable at law that part shall be severable from the remainder of these conditions which shall remain in full force and effect.