Standard Purchase Terms

Last updated: 04/07/2018

1 APPLICATION OF TERMS

1.1 Terms apply to all orders: These Terms apply whenever Trends Kitchens Manufacturing Limited or any of its related companies ("we", "us", "our") issues an order to any person ("Supplier") for the supply of goods and/or services. These Terms, together with our order form, shall govern the supply of such ordered goods and/or services to the exclusion of all other representations, undertakings, terms or conditions, whether express or implied (and including any Supplier terms or conditions).

1.2 Supply to Order: The Supplier shall supply the goods ("Goods") and services specified on a written order form issued by us from time to time ("Order"). Any variation to an Order must be approved by our authorised representatives.

1.3 No minimum/non-exclusive: We are under no obligation to Order any particular type or quantity of goods or services from the Supplier at any time, and may purchase any goods or services from any other person.

1.4 Communication: Details of Supplier calls and emails to us may be recorded.

2 DELIVERY

2.1 The Supplier will deliver the Goods to the location, on the date, specified in the Order (or as otherwise instructed by us). The Supplier will install the Goods (and provide any other associated services) if required by the relevant Order.

2.2 The Supplier will use its best endeavours to meet any delivery timeframes required by our customer and/or the relevant end-user. Time for delivery shall be of the essence.

2.3 The Supplier must, and will ensure that its agents, contractors and employees, comply with any instructions (including health and safety instructions) specified on the Order or subsequently issued by us or the relevant site manager in relation to the supply and delivery of the Goods and any associated services.

2.4 If the Goods and any associated services are not supplied and delivered as and when required, we may recover from you any cost incurred by us in connection with that delay (which may include the cost of obtaining goods and services in substitution from another supplier).

3 CANCELLATION/VARIATION

We may cancel or vary an Order at any time prior to delivery by written notice to the Supplier. We will not be liable for any amount in relation to a cancelled Order. The Supplier must notify us immediately if it proposes to vary the price of any Goods or services as a result of any variation of an Order. A price increase agreed to by both parties shall take effect no less than six (6) months from the date of the agreement of that price increase. Any such price variation must be accepted by us in writing.

4 RISK AND TITLE

Risk in and title to the Goods shall pass to us on completion of delivery in accordance with these Terms (including unloading and, where specified in an Order, installation and other associated services). The Supplier does not have and will not claim any right or interest in the Goods following delivery.

5 PRICING AND REBATES

5.1 The price of the Goods shall be stated in the Order or otherwise agreed in writing and, unless stated otherwise in the Order, shall be inclusive of all charges, including for any associated services, packaging, freight, insurance, delivery charges, taxes, duties or levies (other than goods and services tax).

5.2 We will not accept any variation in the price or any extra charges of any kind without prior written agreement. Our only liability under or in connection with the supply of Goods and services and these Terms is to pay the agreed price for properly supplied Goods and services in accordance with these Terms. All other liability we may have to the Supplier (or any other person) whatsoever is excluded to the maximum extent permitted by law.

5.3 The Supplier will provide us with a rebate (which may take the form of a credit, discount and/or commission) on our purchases of Goods and services at the rate, and on the basis, agreed in writing. Once agreed, the Supplier may not vary the rebate without our prior written agreement. We may provide some or all of that rebate amount to our customers as we see fit in our sole discretion.

6 PAYMENT

6.1 The Supplier will issue us with an invoice for the price of the Goods promptly following delivery. Each invoice must refer to the relevant Order, itemise the relevant Goods (and any associated services) and include any supporting information and documentation we may require from time to time.

6.2 Subject to clause 6.5, we will pay each valid invoice on or before the 20th day of the month following the date of the invoice.

6.3 We will only pay for Goods and services the subject of an Order which are properly supplied in accordance with these Terms.

6.4 We may set off any amount owing at any time from the Supplier to us against any amount payable by us to the Supplier.

6.5 Where we reasonably believe that the relevant customer will not, or unlikely to be able to, pay us for our goods or services incorporating the Goods, we may agree with you that payment of your invoice be delayed or reduced accordingly.

7 QUALITY AND DEFECTS

7.1 The Supplier warrants to us and our customers that all Goods and services supplied by or on behalf of the Supplier will:

1. be new, fit for their intended purpose and of a high quality;
2. be free from defects in design, materials and workmanship for the period specified by or on behalf of the Supplier (or specified in the Order) or, in the case of services, for 10 years.
3. conform with the Order, the specifications contained in the Order (or subsequently advised by us) and any sample provided by the Supplier to us;
4. comply with all applicable NZ laws, regulations and standards;
5. be free and clear from all encumbrances of any kind; and
6. not infringe (nor will their on-sale, installation and use infringe) any third party's intellectual property rights.

7.2 Where Goods are subject to a separate manufacturer's warranty, the Supplier assigns and will pass on the benefit of that warranty to us and our customers.

7.3 The warranties in this clause are for the benefit of us and our customers and are intended to be enforceable directly by us and/or our customers.

8 REMEDIES

Without prejudice to any other right or remedy which we may have, if any Goods or services are not supplied in accordance with, or the Supplier fails to comply with, any of these Terms (including any breach of warranty) we may do any one or more of the following at our discretion (whether or not any part of the Goods have been accepted by us):

8.1 cancel the relevant, and/or any other, Order in whole or in part;

8.2 reject the Goods and services (in whole or in part) and return them to the Supplier, or make them available for collection by the Supplier, at the Supplier's risk and cost and on the basis that the Supplier will provide us with a full refund for the rejected Goods and services;

8.3 require the Supplier to either (at our option) remedy any defect in the Goods or services, or supply replacement Goods and services (and carry out any other necessary work to ensure that these Terms are complied with), in each case at the Supplier's risk and cost;

8.4 carry out at the Supplier's cost any work necessary to make the Goods and services comply with these Terms; and

8.5 claim such damages from the Supplier as may have been sustained in consequence of the Supplier's breach of these Terms.

9 INDEMNITY

The Supplier indemnifies us from and against all losses, liabilities, damages, costs, claims and expenses (including legal and other professional fees and expenses) suffered or incurred by us as a result of or in connection with any Goods or services which are not supplied in accordance with, or any other failure by the Supplier to comply with, any of these Terms (including any breach of warranty), or any negligent act or omission by or on behalf of the Supplier.

10 GENERAL

10.1 Amendments: We may amend these Terms from time to time by written notice to the Supplier.

10.2 Assignment: The Supplier may not assign or subcontract any right or obligation under these Terms or any Order, without our prior written consent.

10.3 Insurance: The Supplier must hold insurance with a reputable insurer sufficient to enable the Supplier to meet its obligations under any Order and these Terms, and provide us with evidence of this insurance upon our request.

10.4 Severability: If a court decides that any part of these Terms is unenforceable, the part concerned shall be deleted from the rest of these Terms, which will continue in force.

10.5 Waiver: No delay or failure by us to exercise our rights under these Terms operates as a waiver of those rights. Any waiver or variation of these Terms must be expressly agreed in writing by us.

10.6 Disputes: Any dispute or difference arising out of or in connection with these Terms which cannot be resolved by negotiation may be referred by us to arbitration under the Arbitration Act 1996 (NZ) in Christchurch, New Zealand (unless the parties agree otherwise in writing) before an arbitrator agreed between the parties or, failing agreement, appointed by the President of the New Zealand Law Society.

10.7 Law: These Terms shall be governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the New Zealand courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the supply of Goods and services pursuant to these Terms.