1. Basis of This Contract

1. 1.1 This contract sets out the terms and conditions that apply when Sensortronic Weighing & Inspection (“we”, “us” and “our”) supply you (“you” and “your”) with equipment and services.

2. Using your information

1. 2.1 You agree that we may obtain information about you to: 
2. 1. 2.1.1 Assess your credit worthiness;
   2. 2.1.2 Enforce any rights under this contract; and
   3. 2.1.3 Market any of our equipment and services to any other entity.
   4.  
3. 2.2 You agree that we may give that information to any person for the above purposes, but you may withdraw your consent at any time.
4. 2.3 You may access any information that we hold about you and request us to correct any mistakes in it.

3. Equipment and Services

1. 3.1 “equipment and services” and “equipment” means and includes the following:
   1. 3.1.1 The manufacture, marketing, supply, installation and servicing of weighing machines;
   2. 3.1.2 The inspection, verifying and stamping of weighing machines for trade purposes; and
   3. 3.1.3 All equipment and services identified in any order form, supply request, quotation or in any invoice issued by us to you, which invoices are deemed to be incorporated into and form part of our contract; and
   4. 3.1.4 All inventory that is supplied by us to you.

4. Price

1. 4.1 The price of the equipment and services is the cost, as agreed between you and us.
2. 4.2 If no price is stated in writing or agreed to orally then the equipment and services will be treated as being supplied at the current amount that we supply the equipment and services at the time of the contract.
3. 4.3 With respect to any ongoing maintenance agreement, it is agreed that we may adjust the price for our services annually.

5. Quotation

1. 5.1 When we give a quotation for equipment and services:
   1. 5.1.1 Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
   2. 5.1.2 The quotation shall be exclusive of Goods and Services tax unless specifically stated to the contrary; and
   3. 5.1.3 We reserve the right to alter the quotation because of circumstances beyond our control; and
   4. 5.1.4 Where equipment and services are required in addition to the quotation, you agree to pay for the additional cost of such equipment and services; and
   5. 5.1.5 Your acceptance of our quotation is subject to all the other terms and conditions contained herein.
   6.  

6. Payment

1. 6.1 Payment for equipment and services shall be made:
   1. 6.1.1 In full on or before the 20th day of the month following the date of the invoice (“the due date”); and
   2. 6.1.2 You agree interest may be charged on any amount you owe us after the due date at the rate of 6.5% per month or part month; and
   3. 6.1.3 Any costs, including debt collection and legal costs, which we may incur as a consequence of having to enforce any of our rights contained in these Terms and Conditions of Trade, shall be payable by you.
   4.  

7. Cancellation

1. 7.1 We shall be entitled to suspend or cancel all or any part of this contract, in any of the following circumstances, in addition to any other rights and remedies:
2. 1. 7.1.1 If you fail to meet any obligation under this contract with us; or
   2. 7.1.2 If you are made bankrupt, dissolved, placed into liquidation, become insolvent, or are removed, are likely to be removed from the register of Companies; or
   3. 7.1.3 If a receiver is appointed in respect of your assets.
   4.  
3. 7.2 Upon the cancellation of this contract all outstanding amounts owed by you to us pursuant to this contract shall become immediately due and payable.

8. Manufacturer’s warranty

1. 8.1 Manufacturer’s warranty applies where applicable.
2. 8.2 If you cancel this contract you remain liable to pay in full for the equipment ordered and any refund or acceptance of returned equipment will be at our sole desertion.
3. 8.3 There will be no refunds with respect to customised equipment or equipment ordered from overseas. A reasonable handling fee may apply.
4.  

9. Subcontracts

1. 9.1 We may enter into subcontracts to provide you with the equipment and services. If so, you agree to pay any amounts due under those subcontracts as if you were the head contractor.
2.  

10. Security

1. 10.1 You agree and accept that:
   1. 10.1.1 You grant to us a security interest in in all equipment supplied by us to you pursuant to this contract and the proceeds of such goods in respect of which we may register a financing statement, pursuant to the Personal Property Securities Act 1999;
   2. 10.1.2 If you fail to pay us in full for any equipment supplied, we will be entitled to repossess such equipment; and
   3. 10.1.3 For the purpose of repossessing equipment, you give us an irrevocable licence and authority (including as your agent) to enter at any time any premises or place where the equipment is located and to remove any or all of the equipment supplied by us to you; and
   4. 10.1.4 You agree to indemnify us for any claims or losses caused or arising from our repossession of the equipment; and
   5.  

11. General lien

1. 11.1 You agree that we may claim a general lien over any of your equipment or property in our possession for any money outstanding under this contract and any other contract to which you and us are parties. A lien is the right to take another's property if an obligation is not discharged.
2.  
3. 11.2 If the lien is not satisfied within seven (7) days of the due date, we may, after giving notice of the lien either:
4. 1. 11.1.1 Remove the equipment and property in our possession and store it as we think appropriate at your risk and expense; and
   2. 11.1.2 Sell the equipment and property or any part of it as we think appropriate and use the sale proceeds towards the discharge of the lien and costs of the sale, without being liable to any person for any damage caused.
   3.  

12. Limitation of liability

1. 12.1 Where any supply would otherwise be subject to the provisions of the Consumer Guarantees Act 1993 , and where such supply is a supply for business purposes, you agree and acknowledge that the goods will be supplied to you for business purposes in terms of Sections 2 and 43 of the Consumer Guarantees Act 1993 and that the provisions of the Consumer Guarantees Act 1993 will not apply to any supply to you.
2.  
3. 12.2 The parties agree that it is fair and reasonable to be bound by this provision.

13. Supervision of installation and after sales service

1. 13.1 With respect to equipment not requiring foundations and/or supporting structures:
   1. 13.1.1 The price quoted includes the services of a technician to attend to the installation of the machine in ordinary working hours; and
   2. 13.1.2 The cost of any overtime worked at your request will be to your account.
   3.  
2. 13.2 With respect to equipment requiring foundations and/or supporting structures:
   1. 13.2.1 The price quoted includes the services of a technician to supervise the installation in ordinary working hours while you will be responsible for providing the necessary equipment, staging, lifting tackle etc and unskilled labour required for offload and handling at the site; and
   2. 13.2.2 You will also be responsible for carriage and handling and the hire of test weights. The foundation or supporting structure is to be prepared by you from our drawings;
   3. 13.2.3 You are responsible for the strength of the supporting structures and the provision of any additional bearing area found necessary in the foundation; and
   4. The cost of any overtime worked at your request will be added to your account.
   5.  
3. 13.3 Any outsourced items required to fulfil our supply obligations are covered by the conditions of the relevant manufacturer’s warranty only.
4.  
5. 13.4 If there is a delay in installation we reserve the right to charge for any additional costs involved should the installation be delayed beyond three (3) months from the date of delivery.
6.  

14. Certifying (stamping)

1. 14.1 Equipment not certified and stamped on our premises must after installation and before being used for trade or other purposes, be verified and stamped ready for use by the local trade and measurement inspector or accredited person. We will arrange that, but any statutory charges and the cost of hire and carriage of any necessary test weights will be to your account.
2.  

15. Electrical supply and modem data transfer

1. 15.1 Auxiliary and on-site wiring is not included in our price for products and services.
2.  
3. 15.2 Therefore when necessary you will be responsible for:
4. 1. 15.2.1 Installing, protecting and correcting all inter-connecting cable;
   2. 15.2.2 Supplying all cabling and wiring where not otherwise indicated in accordance with instructions, drawings and wiring diagrams supplied by us.
   3.  
   4.  

16. Electrical environment

1. 16.1 Please note, with respect to the electrical environment our equipment has been built with “state of the art” protection from mains borne interference. However, as the equipment has a very high precision specification, certain design parameters have to be considered.
2.  
3. 16.2 You must therefore ensure that the electrical environment surrounding the equipment is not subject to excessive interference in the form of electromagnetic radiation or magnetic fields.
4.  
5. 16.3 To ensure trouble free use, you should ensure adequate screening around any “noisy” electrical equipment or to moving equipment likely to cause interference with precious equipment electronics and interfaces.
6.  
7. 16.4 We accept no liability whatsoever for any problems or damage caused by or arising from excessive electromagnetic, magnetic or static interference.
8.  
9.  

17. Power supply

1. 17.1 To facilitate the required steady power state situation, your main power supply must be within 230 VAC +/- 10% and the frequency within 50HZ +/- 2%.
2.  
3. 17.2 Also, the mains power supply and your electrical connections into the equipment must be free of short-term transients and needs to be electrically isolated and “clean”
4. from both voltage and frequency variations.
5.  
6. 17.3 The value of the 230 volt standard power mains supply may be altered to other voltages if agreed with us at the enquiry stage.
7.  
8. 17.4 We accept no liability whatsoever for any problems or damage caused by or arising from unclean power supply which does not fall within the supply requirements stated above.

18. Modem data transfer

1. 18.1 We are unable to guarantee the reliability of data transfer file modem due to factors beyond our control and in particular the incompatibility of most PABX systems with modem connections and the design of the telephone network.
2.  
3. 18.2 Accordingly to reduce possible communication problems we recommend:
   1. 18.2.1 The installation of a direct dial dedicated line to the modem, free of any PABX systems and/or party lines;
   2. 18.2.2 The installation of a direct ISDN line; and
   3. 18.2.3 That you check with the line supplier that the line is suitable for modem transfer of data.
   4.  

19. Testing Machine Calibration

1. 19.1 Testing machines are calibrated at our premises to the required standard class and a test certificate covering this calibration is supplied with the machine.
2.  
3. 19.2 The machines can be recalibrated by our technicians after installation and an endorsed test certificate issued. There is an extra charge for this additional calibration and we would be pleased to supply details of this.
4.  

20. Load Cells

1. 20.1 Many modern weighing machines include one or more strain gauge load cells as part of their mechanism.
2.  
3. 20.2 We cannot be responsible for the failure of load cells due to shock or impact loading or due to the application of a load exceeding the normal strength of the machine.
4.  
5. 20.3 Similarly, we are not responsible or liable for damage to or failure of the load cells due to electric welding, contractor’s use of any part of the weighbridge or mechanical structure, or framing for clamping or the routing of single or 3 phase connectors, the close proximity of high capacity transformers or generators or any electrical equipment capable of producing magnetic flux. We are not liable for costs incurred in rectifying such faults.
6.  

21. Miscellaneous

1. 21.1 We are not liable for delay or failure to perform our obligations under this contract if the cause of the delay or failure is a Political or Natural Event of Force Majeure, beyond our control which materially affects our ability to perform our obligations under this contract.
2.  
3. 21.2 If we fail to enforce any of the terms and conditions contained in this contract it shall not be deemed to be a waiver of any of the rights or obligations, we have under this contract.
4.  
5. 21.3 If any of these terms and conditions shall be invalid, void or illegal or unenforceable, the validity existence, legality and enforceability of the remaining terms and conditions shall not be affected, prejudiced or impaired.
6.  
7. 21.4 This contract and any dispute arising from it, is governed exclusively by the laws of New Zealand