Terms of Trade

O2 Engineering (the Seller) supplies all goods and services to each and every customer (the Customer) subject to the following Contract Terms of Trade which shall prevail despite any indication to the contrary by any person acting or purporting to act on the Seller’s behalf.

1.   Acceptance

If any instruction is received by the Seller from the Customer for the supply of products and/or services, it shall constitute acceptance of the terms and conditions contained herein. Upon acceptance of these terms and conditions by the Customer, the terms and conditions are definitive and binding.

2.   Definitions

In these conditions unless the context otherwise requires:

• Seller means O2 Engineering.
• Customer means the person, or company buying the goods from the Seller.
• Goods and/or services mean the products and/or services being purchased by the Customer from the Seller.
• Contract means the contract between the Seller and the Customer for the purchase of the goods.
• Date of the contract means where the contract arises from a quotation given by the Seller, i) the date of acceptance of the order by the Seller; or ii) Where the contract arises from a quotation given by the Seller, the date upon written notification of acceptance of the quotation is received by the Seller.
• Contract price means the price of goods as agreed between the Customer and the Seller.
• Person includes a corporation, association, firm, company, partnership or individual.
• Quotation shall mean fixed price on offer for a specific term.
• Manager is the seller’s appointed decision maker.

3.   Terms and Conditions

These terms and conditions and any subsequent terms and conditions issued by the Seller shall apply to all orders for the goods and the services made by the Customer after the date and time at which these conditions are first delivered or sent by email or facsimile to, or otherwise brought to the notice of, any employee, staff member or representative of the Customer. It shall be the Customer’s responsibility to ensure that these conditions are promptly brought to the attention of the appropriate staff of the Customer, and accordingly any order made by the Customer after the date and time described above in this clause shall be deemed to be an acceptance of these conditions.

4.   Price

4.1. The Price shall be as indicated on invoices provided by the Seller to the Customer in respect of products and/ or services supplied; or

4.2. Prices are subject to change without notice. The Price charged shall be the Seller’s current Price at the date of delivery of any goods.

4.3. Time for payment for the products and/or services shall be of the essence and will be stated on the invoice, quotation, tender documents, work authorisation form or any other work commencement forms. If no time is stated then payment shall be due on delivery of any goods.

4.4. The Customer agrees that the cost Price shall be determined by the Seller, and shall take into consideration “one-off” costs such as design and production.

4.5. The Seller reserves the right to implement a surcharge for alterations to specifications of products and/or services after the order has been placed.

4.6. Unless otherwise stated all prices exclude GST, which, if payable, is payable by the Customer.

5.   Quotation

5.1. The Customer may request a Quotation from the Seller setting out the price, quantity of the Goods and/or Services to be supplied and the expected timeframe for such supply.

5.2. If the Quotation is acceptable to the Customer, the Customer must confirm their acceptance in writing to the Seller within a period of 21 days or the quotation will be considered void.

6.   Payment, Late Payment, Default of Payment and Consequences of Default of Payment

6.1. The method of payment will be made by cash, or by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between the Customer and the Seller.

6.2. Unless otherwise agreed in writing, payment must be made by the Customer either prior to despatch of or upon collection of goods and/or services from the Seller’s premises.

6.3. If the Seller grants credit to the Customer, payment is due on or before the 20th day of the month following the date of the Seller’s invoice to the Customer, which shall be issued promptly on or after delivery or collection of the goods.

6.4. All payments must be made in full and without any deduction or right to set off or counterclaim.

6.5. Late payment shall incur interest at the rate of 15% per annum calculated on a daily basis. This shall be payable on any monies outstanding under the Contract from the date payment was due until the date payment is received by the Seller, but without prejudice to the Seller’s other rights or remedies in respect of the Customer’s default in failing to make payment on the due date.

6.6. Without prejudice to any other remedies the Seller may have, if at any time the Customer is in breach of any obligation (including those relating to payment); the Seller may suspend or terminate the supply of goods and/or services to the Customer and any of its other obligations under the terms and conditions. The Seller will not be liable to the Customer for any loss or damage the Customer suffers because the Seller exercised its rights under this clause.

6.7. In the event that:

1. any money payable to the Seller becomes overdue, or in the Seller’s opinion the Customer will be unable to meet its payments as they fall due; or
2. the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
3. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer; then without prejudice to the Seller’s other remedies at law

the Seller shall be entitled to cancel all or any part of any order of the Customer that remains unperformed in addition to, and without prejudice to any other remedies; and all amounts owing to the Seller shall, whether or not due for payment, immediately become payable.

6.8. The Customer agrees to pay, on demand, all costs (including commission and legal fees as between Solicitor and own client and any other costs) incurred by the Seller or the Seller’s agents relating to the recovery of any amounts payable by the Customer to the Seller.

7.   Reservation of Title

Ownership and title of the goods remains with The Seller until the purchased price and all other monies owing by the Customer, under the contract or any other contract to The Seller, have been paid in full.

8.   Returns, Warranties and Liabilities

8.1. The Seller may in its discretion accept goods returned in return for credit and will not be bound to provide a cash refund.

8.2. No credit for goods returned will be made without prior agreement for the goods to be returned and proof of receipt to the Seller’s premises.

8.3. No credit note will be issued without the original purchase information being provided by the Customer.

8.4. For defective goods and/or services which the Customer is entitled to reject, the Seller warrants that it will repair or make good any defects in the goods and/or services, if written notice of the claim is received by the Seller within seven (7) days from the date of delivery. If the Seller elects to repair or replace any defective goods and/or services, such work shall be undertaken at such place as the Seller may reasonably specify.

The Seller’s liability is limited to either (at the Seller’s discretion) repairing or replacing the goods and/or services or refunding the contract price provided that:

1. The Seller is given a reasonable opportunity to investigate the Customers claim;
2. No claim shall be accepted if any attempt to repair the defective goods is made by any person not authorised by the Seller, or if the defective goods have been modified or incorrectly stored, maintained or used;
3. The Seller will not be liable to pay the Customer any amount more that the amount (if any) the Seller received from their supplier for defective goods.
4. The Customer shall be responsible at its cost and risk for return shipment of the defective goods to the place of repair specified by the Seller.

9.   Dispute Resolution

The Seller will endeavour to resolve any dispute between the Customer and itself without the need for Court proceedings. Any such attempt is without legal prejudice.

10. Liability

The Seller shall not be liable for any loss of any kind whatsoever suffered by the Customer as a result of any breach of any of the Seller’s obligations under the contract, including any cancellation of the contract or any negligence on the part of the Seller, its servants, agents or contractors, nor shall the Seller be liable for any loss, damage or injury caused to the Customer’s servants, agents, contractors, Customers, visitors, tenants, trespassers or other persons. The Customer shall indemnify the Seller against any claim by any such person.

11. General

11.1. These contract terms of trade shall apply to all goods and/or services supplied by the Seller to the Customer until the Seller cancels this contract or unless for any particular purchase a separate agreement in writing is made. If a separate agreement is made it shall be read together with this contract and where in conflict this contract shall prevail.

11.2. The Seller may cancel this contract at any time after (7) seven days have elapsed from the date of this contract. Any such cancellation is without prejudice to the Customer’s liability for any debt, liquidated damages, costs, expenses and commissions owing or to become owing to the Customer.

11.3. The Seller reserves the right to amend this contract to reflect variation in O2 Engineering contract terms of trade. The Seller will advise the Customer of those variations or any new contract terms of trade by notice in writing to the Customer’s last known address in the Sellers records. Any further orders for goods and/or services will constitute acceptance of those new contract terms of trade.

11.4. The Customer agrees it will notify the Seller of any changes in:

1. the partnership;
2. change of ownership;
3. change of management;
4. change of control; or
5. material change in the nature

           of the Customer’s business no later than 14 days prior to any such changes taking effect.

11.5. These Terms of Trade will be interpreted in accordance with applicable government legislation, which will have exclusive legal jurisdiction over any dispute in relation to the products and/or services or these Terms of Trade.