Conditions générales de vente

Howick Limited - Terms of Trade

1. Definitions

All Goods and services which are sold by Howick Limited (also referred as “the Company”) to the Purchaser (“the Purchaser”) are subject to these Terms of Trade ("Terms"). Howick Limited may amend these Terms from time to time and if the Purchaser continues to order or receive Goods and services from us after these terms have been amended, the Purchaser will be deemed to have agreed to the amended Terms. "Goods" means all machines, products, parts and related accessories, goods or services of any kind which are supplied by us to the Purchaser under these Terms. “Agreement” refers to the signed Sales Contract upon which these Terms are based.

2. Price and Orders

2.1 Each order received from the Purchaser must be accompanied by a purchase order number. Delivery of Goods pursuant to an order containing conditions of purchase inconsistent with these Terms will be deemed to be a counter-offer, and acceptance of such Goods by Howick Limited will constitute acceptance of these Terms in place of any conditions of contract contained in the Purchaser’s order.

2.2 Orders for Goods or services may not be cancelled without Howick Limited prior approval in writing.

2.3 All prices quoted are exclusive of freight/delivery charges, and local taxes and duties, unless otherwise stated.

2.4 The price of Goods and any services Howick Limited provides may be altered by Howick Limited from time to time by notifying the Purchaser of any alteration to the price of Goods or services in writing. Unless otherwise agreed by us, the price payable for Goods and services is the price stated on the invoice for Goods and/or services.

2.5 Where Howick Limited delivers Goods or services in installments, each delivery installment will be invoiced separately without reference to any other installments.

2.6 Notwithstanding any other provision contained in these Terms all details (including without limit price and availability) relating to Goods and services ordered are subject to confirmation by Howick Limited, once Howick Limited have received the Purchaser’s order confirmation. Howick Limited will notify the Purchaser as soon as possible if Howick Limited accept the Purchaser’s order, or if any of the details on the order need to be amended.

2.7 Payment made on invoice either complete or partial is considered acceptance of the Howick Limited Terms of Trade.

3. Order Confirmation

Any order confirmation which the Purchaser provides to Howick Limited will be effective once Howick Limited confirms acceptance of the Purchaser’s order or, if Howick Limited notifies the Purchaser of any amendments, once the Purchaser has indicated acceptance of the amended terms as notified to the Purchaser by Howick Limited under this clause 2.6. Howick Limited will not be liable for any damage, loss or expenses of any kind (whether direct or indirect) suffered or incurred by the Purchaser in connection with the Purchaser’s reliance on any order which has not been confirmed by Howick Limited in accordance with clause 2.6.

4. Payment

4.1 Deposits are non-refundable.

4.2 The Purchaser must pay for any Goods and Services on or before despatch date, unless otherwise stated.

4.3 The Purchaser must pay for any Goods and Services in full without deduction or set-off.

4.4 If the Purchaser fails to pay for any Goods and Services by the Due Date or otherwise fails to comply with any of these Terms, Howick Limited may:

  1. revoke any credit facility - require that all amounts owing to Howick Limited are immediately due and payable without deduction; 
  2. rescind all discounted quotations or rates and recalculate outstanding charges;
  3. require the Purchaser to pay interest on the overdue amount at a rate per annum equivalent to our current bank overdraft rate plus five percent, calculated on a daily basis from the Due Date until the date payment is made in full; and
  4. Howick Limited may elect to suspend further deliveries of Goods and services to the Purchaser until the Purchaser have paid the overdue amount in full together with any interest payable thereon. 

4.5 Howick Limited may at any time set-off amounts owed by Howick Limited to the Purchaser against amounts owed by the Purchaser to Howick Limited.

4.6 Howick Limited may at any time, refuse to extend further credit to the Purchaser, and Howick Limited approval of the Purchaser’s application for credit does not oblige Howick Limited to extend to the Purchaser any amount of credit.

5. Local Taxes, Duties and Charges

The Purchaser is responsible for payment of freight/delivery charges, applicable local taxes and duties and any related charges.

6. Storage Costs

6.1 Further to clause 4.3, if the Purchaser fails to pay by the Due Date, Howick Limited reserves the right to put Goods into storage and require the Purchaser to pay for storage and any related costs.

6.2 The Purchaser is also responsible for storage and related charges due to delays in payment of custom duties and/or taxes at the port of destination. 

7. Delivery and Risk

7.1 Howick Limited will use reasonable endeavors to deliver Goods ordered within a reasonable time. Howick Limited will not be liable for any loss or damage for failure or delay in delivery (including consequential loss or liability for any amount payable by the Purchaser to a third party).

7.2 Unless otherwise agreed in writing, the Purchaser will be responsible for all costs of delivery.

  1. Where Howick Limited deliver Goods to premises nominated by the Purchaser and the Purchaser fail to provide access to those premises at the time of delivery, Howick Limited may charge the Purchaser for all costs and expenses of storage and redelivery of Goods. 
    1. Where the Agreement includes the commissioning of a machine then the Purchaser will ensure that power, steel supplies, space, and an operator is available at the agreed time of commissioning. 
    2. The purchaser agrees to ensure that all requirements of clause 7.2 b.i will be procured within no later than 30 days from the date of the machine being delivered to the customers nominated port of entry. 
  2. Further the machine will be unpacked and placed in position by the Purchaser. 
  3. The Purchaser will complete, execute and forward to Howick Limited commissioning sheet confirming all matters relating to commissioning are ready. 
  4. Should Howick Limited arrive on site to commission the machine and find that there is an outstanding issue -preventing the commissioning of the machine then the Purchaser will be liable for costs to Howick Limited in the sum of US$1,000 per day compensation.

7.3 From the time that Goods are loaded for delivery to the Purchaser, or collected by the Purchaser or the Purchaser’s agent, the Purchaser will bear the risk of loss of or damage to Goods and will insure Goods against such risk.

7.4 All claims for shortage or discrepancy between Goods ordered and Goods delivered must be notified to Howick Limited within 72 hours of the date of delivery. Where Goods appear to be damaged on delivery the Purchaser must contact Howick Limited immediately.

8. Title and Security Interest

8.1 The Purchaser charges in favor of, and grants a security interest to, Howick Limited in all the Purchaser’s right, title and interest in all Goods supplied by Howick Limited to the Purchaser and in the proceeds of the sale thereof, as security for the payment by the Purchaser Howick Limited of:

  1. the purchase price of such Goods; and
  2. any other monies owing to Howick Limited from time to time whether in relation to the Agreement or any other agreement with Howick Limited (the “Purchaser’s other indebtedness”).

8.2 Notwithstanding the security interest in Goods created by the Purchaser in favor of Howick Limited, Howick Limited is authorized to sell Goods for full consideration in the ordinary course of business.

8.3 Any payments made to Howick Limited by or on behalf of the Purchaser on an unspecified basis shall be deemed to be applied in the following order:

  1. to the Purchaser’s other indebtedness; 
  2. to outstanding payment of Goods supplied by Howick Limited and which have been sold by the Purchaser; and
  3. to the outstanding payment of Goods supplied by the Company and which have not been sold by the Purchaser.

8.4 To the fullest extent permitted by the law, the Purchaser waives any rights that the Purchaser may have now or in the future to receive a copy of any verification statement or other confirmation related to the security interest created, or provided for, or perfected in the manner contemplated, by the Agreement.

8.5 The Purchaser will pay to Howick Limited each cost, loss and expense (including legal expenses on the solicitor and client basis) incurred or sustained by Howick Limited as a result of any default by the Purchaser under the Agreement or as a result of Howick Limited having to exercise, protect or otherwise enforce its rights under the Agreement, in each case on demand on a full indemnity basis.

9. Recovery of Goods

If the Purchaser fails to make payment in full by the Due Date, fails to comply with any of these Terms, commits an act of bankruptcy, or compounds or enters into an arrangement with all or any number of the Purchaser’s creditors, or, being a company, has a receiver appointed, or goes into liquidation, whether voluntarily or otherwise, or dies, or if Goods are "at risk" within the meaning of the PPSA, Howick Limited will be entitled to  sell Goods ordered by the Purchaser and, where reasonably necessary for such purpose, may enter any premises where such Goods may reasonably be expected to be held for the purpose of re-possessing Goods.

10. Costs

The Purchaser will pay on demand all costs and expenses incurred by Howick Limited in connection with the enforcement or attempted enforcement of these Terms, including, without limitation, losses, costs and expenses sustained as a result of a default by the Purchaser in the performance of any of the Purchaser’s obligations under these Terms.

11. Warranty

11.1 Subject to clause 11.2, and to the extent permitted by law, where Goods supplied are limited to warranties and guarantees provided by the supplying manufacturer, Howick Limited will pass on the benefit of these to the Purchaser, without being directly liable to the Purchaser for any defects in Goods.

11.2 Howick Limited warrants that any Goods Howick Limited provides to the Purchaser is free from substantive defects in material and workmanship. The Purchaser will have no claim regarding Goods which have been altered in any way by the Purchaser. Howick Limited will not in any circumstances be liable for any loss or damage caused by willful or accidental damage, negligent or improper use, maintenance or storage, or other circumstances beyond our control. 

11.3 Warranty is applicable providing Goods are not worked on by anyone other than Howick Limited or anyone authorized by Howick Limited after Goods leave Howick Limited.

12. Returns

There is no return of Goods once the Purchaser’s order is accepted and confirmed by Howick Limited.

13. Intellectual Property and Confidentiality

13.1 The Purchaser will not disclose any Confidential Information received by the Purchaser from Howick Limited to any third party. "Confidential Information" means all non-public information about Goods, including without limitation, any information pertaining to any hardware, firmware, software, specifications, technical information, documentation, drawings, manuals, research and development, planned modifications and enhancements and trade secrets.

13.2 All trademarks, trade names, copyrights, patents and other intellectual property rights used in connection with or embodied in Goods (including without limitation their design and specifications, their hardware and software and all documentation and manuals relating to Goods) ("Intellectual Property Rights") will be and remain the sole property of Howick Limited or the supplier of Goods to Howick Limited or such other party as Howick Limited may identify. The Purchaser will give Howick Limited prompt notice of:

  1. any claim that is made against the Purchaser or any of the Purchaser’s customers challenging Howick Limited’s Intellectual Property Rights and/or
  2. any action by any third party which infringes or is likely to infringe Howick Limited’s Intellectual Property Rights;
  3. and Howick Limited will have the right to defend any such claim or action and make settlement of the same at Howick Limited sole discretion. The Purchaser will give such assistance as Howick Limited may reasonably require to settle or oppose any such claim or action and to protect Howick Limited’s Intellectual Property Rights. 

13.3 If the Purchaser account is terminated, the Purchaser must immediately discontinue use of any of Howick Limited’s Intellectual Property Rights in any sign, or advertising, and thereafter the Purchaser will not use those Intellectual Property Rights directly or in connection with the Purchaser’s business. 

13.4 All Goods manufactured by Howick Limited will carry Howick Limited’s branding which must not be removed, covered or obscured or modified in any way.

13.5 Clause 14.2 will survive the termination of the Purchaser’s account with Howick Limited.

14. Miscellaneous

14.1 Howick Limited may require the Purchaser, or if the Purchaser is a company, the Purchaser’s directors, to give a guarantee and indemnity.

14.2 Where the Purchaser comprises of more than one party, then each reference in these Terms to the Purchaser will be a reference to each such party jointly and severally and the Purchaser’s obligations under these Terms will bind each such party jointly and severally.

14.3 The Purchaser will immediately notify Howick Limited of any change in the Purchaser’s name, ownership or address. Notwithstanding any such change the Purchaser will remain liable for all amounts owing to Howick Limited under these Terms until the Purchaser have received written confirmation from us that the Purchaser’s account has been closed, full payment of money owing has been received and a new account has been opened in the name of the new entity.

14.4 The Purchaser will indemnify Howick Limited for all liabilities, claims, losses, expenses, damages or costs resulting from any claim or action by a third party in relation to Goods or any services Howick Limited provides.

14.5 If requested by us, the Purchaser will take out and maintain public liability insurance with an insurer, and on terms, approved by Howick Limited.

14.6 Failure by Howick Limited to insist upon compliance with any provisions of these Terms does not constitute a waiver of that provision, and Howick Limited will be entitled to insist upon compliance with all provisions of these Terms at any time.

14.7 If any provision or part of a provision of these Terms is found to be invalid or unenforceable, then that provision or part thereof will be severed, and the remaining provisions will continue to be binding and have full force and effect on the Purchaser and Howick Limited.

14.8 The laws applicable to these Terms are the laws of New Zealand. 

14.9 Non-exclusive: Howick Limited reserves the right to sell to any party at any time including selling direct to end users of product manufactured by Howick Limited.

14.10 Payment is per our Terms.

14.11 Spare Parts: Howick Limited will sell spare parts to the Purchaser at reasonable cost for out of warranty repairs.

14.12 Machine Location: For warranty purposes Howick Limited will be advised the physical location of all machines.

14.13 Machine Control Software: All machines leaving Howick Limited with Howick Machine Control Software will carry the normal warranty provided by Howick Limited. If the Howick Machine Control Software is removed or modified in any way without the consent of Howick Limited, then the warranty covering the machine and all components provided by Howick is non-operative.

14.14 It is the responsibility of the Purchaser to install any Anti-Virus software they deem necessary onto the machine control PC.

14.15 Aftermarket attachments to Goods are to be approved and / or fitted by Howick Limited.