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LUMEN ELECTRONICS Terms and Conditions of Sale.Price 1.1
LUMEN ELECTRONICS reserves the right to vary the price of the goods
(from any published and/ or quoted) in accordance with any variation in exchange rates, costs of labour,
materials, transport, freight and insurances, customs, duties, sales tax, Goods and Services tax and other duties,
imports and surcharges and all other expenses incurred or arising due to circumstances beyond the control of LUMEN
ELECTRONICS between the date of acceptance of the order by LUMEN ELECTRONICS and the date of delivery. Payment 2.1 Payment shall be made by the 20th of the month following the date of delivery
of the goods (or any of the goods), unless otherwise agreed in writing. No Deductions 3 The customer will make all payments due to LUMEN ELECTRONICS whether in respect of the contract price or otherwise in full without deduction of any nature whatsoever by way of set off, counterclaim or other equitable or lawful claim or otherwise howsoever. Delivery 4.1 The company is not a common carrier and does not undertake the obligations or liabilities of a common carrier. 4.2 The cost of delivery of goods provided will be deemed in accordance with either LUMEN ELECTRONICS`s price list, Any changes in freight charges made by the carrier will be passed on to the customer without notice unless known of by LUMEN ELECTRONICS at the time of published rates of carriage. individual contracts or supply contracts negotiated for the sale of the product. 4.3 The cost of delivery of the goods is to be borne by the customer. Risk in the goods shall pass to the customer upon dispatch of the goods by LUMEN ELECTRONICS. Otherwise risk in the goods passes to the customer upon delivery of the goods to the customer. 4.4 Any specified dates for delivery and installation are estimates only and LUMEN ELECTRONICS shall not be liable for failure to deliver or install on the estimated date or dates. 4.5 Where the customer does not take the goods at the time and place provided herein for any reason other than LUMEN ELECTRONICS default, then delivery shall be deemed to have been made when LUMEN ELECTRONICS is willing to deliver and the customer shall nevertheless make any payment provided herein upon the basis that the goods have been delivered. Returns and Credits 5.1 Returns and credits are only permitted on goods if this has been agreed to by the management of LUMEN ELECTRONICS or where one of the following events has occurred. (a) the sales staff have over-estimated the quantity required and such estimate is noted in the written order. (b) the goods have proven faulty of defective (c) the goods have been incorrectly charged or priced. 5.2 No returns are permitted on goods which are made to the customer's specifications or which are otherwise not of a stock nature. Property 6.1 Notwithstanding clause 4.3 and 4.5 hereof until payment to LUMEN ELECTRONICS of all amounts by the Purchaser to LUMEN ELECTRONICS: (a) Full legal and beneficial title in the goods shall remain with LUMEN ELECTRONICS and the Purchaser shall hold them only as bailee in a fiduciary capacity for the Supplier. (b) All of the goods supplied shall be stored by the Purchaser in a manner that they are separately identifiable as the property of LUMEN ELECTRONICS and safe from all risks. Any goods used in Production or installation becoming the subject of defaulted payment shall be deemed non returnable to LUMEN ELECTRONICS and therefore must be replaced with goods or equipment of equal value, subject to the choosing of LUMEN ELECTRONICS. (c)If at any time before any credit is, pursuant to Sub clause (1) hereof, cancelled the Purchaser may sell the goods at full market value but only on the condition that such goods are sold as agent for LUMEN ELECTRONICS and the full proceeds to the Purchaser's bank the Purchaser shall notify such bank that the proceeds are held on trust for LUMEN ELECTRONICS and direct that they be so held in a separate account. The Purchaser shall not assign, nor enter into any arrangement to assign, or purport to assign, to any other person the right to receive any such proceeds (whether by the way of a factoring arrangement or otherwise) and any such assignment or purported assignment shall not operate but shall be void as between the parties hereto and any assignee or intended assignee. (d)If any credit is extended to the purchaser for payment of the goods such credit shall not affect the operation of this clause 7.1 but such credit shall be deemed automatically cancelled immediately upon happening of the following events : If the purchaser shall suffer appointment of any Receiver of its assets or undertaking, or (if an individual) commits any act of bankruptcy, or (if a company) a winding up order is made against it or goes into voluntary liquidation (other than for the purposes of reconstruction) or it calls a meeting of creditors or makes any composition with creditors or it permits any of the conditions enabling a company to be wound up to exist or if the Securities Commission pursuant to Section 38 of the Corporations (Investigation and Management) Act 1989 makes a recommendation that the Purchaser be placed under statutory management or if the Registrar of Companies pursuant to Section 30 of the same Act notifies the Purchaser that it is considered to be a corporation at risk. Notwithstanding the above, LUMEN ELECTRONICS may, if it has any doubts about the creditworthiness of the Purchaser, cancel any credit provided. (e)If any of the event specified in Clause (a) hereof occur, or for any reason, LUMEN ELECTRONICS may at any time, (and without notice) enter any premises at which the goods are stored to inspect or repossess them. Any costs incurred by LUMEN ELECTRONICS in the exercise or attempted exercise of its powers hereunder shall constitute a debt immediately due and payable by the Purchaser 6.2 Nothing in the clause shall be constructed to authorise the Purchaser to return any goods supplied, whether because they are surplus to requirements or otherwise. Notwithstanding that goods may be returned to, or recovered by LUMEN ELECTRONICS the Purchaser shall remain liable for payment of the full purchase price thereof after taking into account any amount recovered by LUMEN ELECTRONICS on resale, or any credit allowed by LUMEN ELECTRONICS, for the returned value thereof. Description 7 Any description of the goods contained in or for the purposes of this contract is given by the way of identification only and use of such description shall not constitute a sale by description. Warranty 8.1 LUMEN ELECTRONICS warrants that the goods or goods reasonably considered to be of a similar nature have been manufactured and tested in accordance with LUMEN ELECTRONICS`s internal quality control standards. 8.2 No conditions or warranties expressed or implied and no representations or statements are binding upon LUMEN ELECTRONICS unless set out in the Contract. Liability 9.1 No claims by the customer may be made unless made in writing and received by LUMEN ELECTRONICS: (a) in the case of defects which are reasonably upon examination of the goods, within (7) days of delivery of the goods; or (b) in the case of other defects, within seven (7) days of the date when such defect is reasonably discovered and in any event within six (6) months after delivery. 9.2 The liability of LUMEN ELECTRONICS whether in contract, tort or otherwise for any loss, damage or injury arising directly or indirectly from any defect in the goods or any other breach of LUMEN ELECTRONICS`s obligations hereunder shall not in any event exceed the contract price. LUMEN ELECTRONICS shall not be liable for any consequential, indirect or special damage or loss of any kind whatsoever nor shall LUMEN ELECTRONICS be liable for any damage or loss caused by the customer's servants, agents, buyers or other persons whatsoever (where similar or not to the foregoing). 9.3 No liability will be accepted by LUMEN ELECTRONICS or any failure of or delay in supply, manufacture or delivery where such supply, manufacture or delivery is wholly or partially delayed, hindered prevented by any circumstances which is not within LUMEN ELECTRONICS`s control including, but not by the way of limitation, strikes, lockout, difficulty in procuring suitable materials, goods or substances required for the manufacture of the goods, act of God, shortage of stocks, shortage of labour, lack of skilled labour, delays in transit, shortage of fuel, legislative governmental, other prohibitions or restrictions, fire, flood, hostilities, commotions or other causes whatsoever beyond the control of LUMEN ELECTRONICS. 9.4 Should the customer issue proceedings against LUMEN ELECTRONICS, its officers or employees upon the basis of any act of Parliament or regulations made thereunder, the amount which the customer may recover shall be limited to damage or loss arising directly from supply of the goods and shall not in any case include any consequential indirect or special damage or loss. Nothing in this contact shall be taken as an acceptance that any such proceedings can be brought. Patents 10.1 The customer warrants that any design or instruction furnished by LUMEN ELECTRONICS will not be such as will cause LUMEN ELECTRONICS to infringe any patent, registered design of trademark in the execution of the customers order.
THE ABOVE TERMS OF SALE RELATE ONLY TO ACCOUNTS HELD WITH LUMEN ELECTRONICS, P.O. BOX 90439 AMSC AUCKLAND. FIRST PRINTED 1/7/2000, SUBJECT TO CHANGE.
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