Channel Ten Security Imports Ltd - Terms and Conditions of Sale

We update our Terms and Conditions on occasion as necessary so please ensure that you check the terms and conditions prior to making an order.

1 CONTRACT: All services and products ("Goods") supplied by Channel Ten Security Imports Limited ("the Company") to the Applicant Business ("the Buyer") are supplied subject to the following Terms and Conditions of Sale which shall prevail despite any indication to the contrary by any person, agent or representative acting or purporting to act on behalf of the Company. Furthermore, to deal or trade with the Company the Buyer must demonstrate and by placing an order gives a warranty, that they are a bona-fide reseller of goods represented by the Company.

2 ACCEPTANCE: By ordering or purchasing our goods, the Buyer acknowledges that they have read and understand these Terms and agree to be bound by them. The Buyer also acknowledges that they are authorised to accept these Terms.

3 QUOTATION: Any quotation supplied to the Buyer by the Company (unless otherwise stated in the quotation) will lapse 30 days after the given date. The Company reserves the right to vary or withdraw a Quotation prior to acceptance, to take into account any variation in currency exchange rates, government charges and import duties, transportation costs etc arising after the date of the Quotation. Quoted prices apply only to the full quantities of all Goods specified in the quotation. Should the Buyer want to order lower quantities or only some of the Goods, the Company may change the price. By accepting our quotation, the Buyer is making an order for the Goods specified in the quotation. The Buyer agrees not to disclose the pricing detail to any other person.

4 PRICE: The Company reserves the right to vary the price stated for the Goods as per the Company’s published price list in order to take into account any increase in shipping costs, product costs or cost of materials, services or exchange rate fluctuations at the time of acceptance of the Buyer’s Purchase Order. The Company will notify the Customer of any such changes. The Company reserves the right to accept or reject any Purchase Order, whether written or verbal, at its discretion.

5 RISK AND DELIVERY: Risk of the Goods shall be with the Buyer once the Goods are despatched from the Company’s premises via courier. Should the Goods be collected from the Company’s warehouse by the Buyer risk passes to the Buyer upon signing the invoice to confirm collection. The Company reserves the right to choose a nominated carrier for delivery of Goods unless otherwise arranged with the Buyer. If the Company states a delivery date or agree a delivery date with you, this is an estimate given by us in good faith, but it is not a binding commitment on our part. We will endeavour to have the Goods delivered by any specified or agreed date or otherwise in a timely manner, but we are not liable to you for failure to do so and that failure does not entitle you to cancel the order. The Company may choose to deliver your order in instalments. Each instalment is treated as a separate contract subject to these terms. If we are ready to deliver the goods to you but you ask us to delay delivering the goods until you are ready, we may or may not choose to do so. If we agree to store the goods, you will be liable for the goods, and we do so without responsibility or liability, irrespective of whether we provide the storage for a fee or free of charge. In the event of the Buyer returning or failing to accept any delivery of the Goods, the Supplier shall be entitled to payment for those Goods and to treat the requirement to supply the remainder of the Goods (if any) as cancelled by the Buyer.

6 INCORRECT DELIVERY, SHORTAGES OR DAMAGED GOODS: The Buyer must endorse the carriers' delivery docket if there is any shortage or visible damage to the outer packaging of the Goods. While we accept no liability for Goods damaged or lost in transit, the Buyer should provide the Company and the carrier with details of any claim you have against the carrier within seven days of the date of consignment. Should the Buyer receive incorrect Goods other than those stated on the order the Company shall arrange for their return by courier.

7 RETURNS: The Company has no obligation to accept returns of Goods for credit or refund. Goods delivered in accordance with the Buyer’s order may only be returned for credit or refund if we agree to the return and only if the Goods are, within 30 days of the date of delivery, returned to the Company’s warehouse. The returned Goods must be accompanied with proof of purchase, undamaged packaging with the corresponding serial number on the box and item, and contain a full set of components and instructions. If the Company agrees to Goods being returned for credit or refund: Delivery charges will not be credited or refunded; and a restocking fee may apply. The Company will not be considered to have agreed to the return of Goods for credit or refund until we apply a credit to your account for, or refund to you, the purchase price for the Goods less any applicable restocking fee.

8 EVALUATION PRODUCT: The Company will, on occasion, make available evaluation product to allow the Buyer to evaluate product features and benefits prior to purchasing. The evaluation arrangement will require an official Purchase Order from the Buyer and the evaluation will be invoiced. Providing the goods and packaging and accessories are returned in 100% new condition within 14 days, the invoice less any freight will be credited to the Buyers account.

9 FORCE MARJEURE: Should the Company be delayed in or prevented from making delivery owing to any cause whatsoever beyond the Company’s control, such as an Act of God, war, strike, riots, government intervention, industrial stoppage, pandemic, natural disaster or otherwise, the Company shall be at liberty to cancel or suspend the order without incurring any liability for any loss or damage resulting there from.

10 PAYMENT: Full payment for the goods supplied shall be due from the Buyer:

a) On or before the 20th of the month following invoice unless otherwise agreed in writing by the Company;

b) Immediately when the Buyer sells or otherwise disposes of the goods; or

c) Immediately upon the commencement of any action or proceeding which involves the Buyer's solvency (and in such a situation the Buyer shall keep the proceeds of any sales separate from the Buyer's funds). Goods remain the property of the Company until payment is received in full. You must keep any Goods that you have not fully paid for in good order and condition and properly stored, protected and insured, and identifiable as our property.

11 DEFAULTS IN PAYMENT: The Buyer agrees to pay interest on all sums and overdue amounts outstanding at 2.5% per month from the due date or date of default as the case may be, until payment is made. Interest will be compounded monthly and added to the overdue amount. . If a solicitor or debt collector is instructed by the Company to enforce or attempt to enforce any rights pursuant to these terms and conditions of sale then the Buyer agrees to reimburse (with all other monies due) any liabilities, fees and disbursements as charged to the Company as a result.

12 PERSONAL PROPERTY SECURITIES ACT 1999: a) The Buyer grants to the Company a security interest in the Goods and their proceeds and accessions to firstly secure payment of the purchase price of the Goods and secondly to secure payment of all outstanding debts and obligations of the Buyer to the

Company from time to time.

b) The Buyer agrees to execute any documents, provide all relevant information and cooperate fully with the Company to ensure that the Company has a perfected security interest in the personal property charged in (a) above and, if applicable, a purchase money security interest.

c) The Buyer shall pay the Company's costs of any discharge or amendment of any Financing Statement.

d) The Buyer will supply the Company within 2 business days of written request copies of all documents granting security interests registered over the Buyer's personal property. The Buyer authorises the Company as an agent to request any information from any secured party relating to any security interest which is held in any personal property which is or has been in the Buyer's possession or control.

e) The Buyer will immediately notify the Company in writing of any change in the Buyer's name or other material identifying characteristics of either the Buyer or the goods purchased.

f) Nothing in sections 114(1)(a), 133, and 134 of the PPSA shall apply to this contract. The Buyer waives its rights pursuant to sections 121, 125, 129, 131 and 132 of the PPSA and its rights to receive any verification statement relating to the security interests in the Goods

13 GUARANTEES AND CONDITIONS: Goods returned under warranty must be prepaid free into the Company's store. The Company does not warrant the goods it distributes, but in most cases, the manufacturer or supplier does. In many cases, the Company acts as an agent for the manufacturer in administering their warranties. Damage caused by misuse or abuse, electrical damage due to power fluctuations such as surges or spikes, incompatible consumables or software, are not covered under warranty. Consumables or incorrect operation of any product according to the manufacturer’s recommendations, are not covered under warranty. Proof of Purchase is to be supplied with all warranty claims. Where an extended warranty is taken on a product, unless otherwise stated in writing, the scope of that warranty will be as per the standard warranty for the extended period taken. An extended warranty may only be taken on new products and cannot be taken retrospectively. Any payment for extended warranty must be made at the time of the original product purchase.

14 WEBSITE ACCESS: The Company’s web site, www.channelten.co.nz provides the Buyer with access to product details, exclusive pricing to the Buyer’s account, via a secured logon. The Company reserves the right to restrict access to the web ordering portal at any time without prior notice to the Buyer.

15 EXCLUSIONS OF LIABILITY: To the maximum extent permitted by law, the Company shall not be liable for lost profits, loss of goodwill or any incidental, special or consequential damages even if advised of the possibility of same. No warranty or condition shall be implied herein against the Company by Statute, Common Law, regulation or otherwise other than the warranty by the Company that it has the right to deal in goods. Should the Company be found liable to the Buyer for any reason notwithstanding the foregoing, the Buyers agrees that in no case shall the liability of the Company exceed the purchase price of the goods giving rise to the liability. Any recommended hardware configuration represents our best knowledge based on test results from the vendors technical department. We cannot officially guarantee that the same performance can be achieved in your installation even though the specified hardware is used.

16 CONSUMER GUARANTEES ACT: The Buyer warrants that it is purchasing the Goods for business purposes. Where the Buyer has purchased the Goods for the purposes of resale to persons acquiring them for business purposes, it must be a term of the Buyer's contract with that purchaser that the Consumer Guarantees Act 1993 does not apply in respect of the goods.

17 JURISDICTION: These terms and conditions shall be governed by and construed in accordance with the law of New Zealand and the parties unconditionally and irrevocably submit to the exclusive jurisdiction of the New Zealand courts.

18. WARRANTY The Buyer acknowledge and agree that the Buyer has used its own skill and judgement in selecting and purchasing the Goods and that you are responsible for ensuring that the Goods purchased are fit and suitable for the purpose for which they are required, and we have no liability if they are not. For Goods that are not manufactured by us, you are entitled only to such benefits as we may receive under any warranty given to us by the manufacturer or other person who supplied the Goods to us. We will pass on this benefit to you, without our being directly liable to you. We do not give any warranty to you for Goods that are not manufactured by us. The Company warrant that Goods that are manufactured by us are free of material defects in design, materials, and workmanship, but this warranty does not apply: Unless we are given a reasonable opportunity to inspect the Goods as soon as reasonably practicable after the defect is discovered. Where any defect arises from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow applicable instructions, incorrect installation, misuse, improper operation or maintenance, an accident or any alteration or repair of the Goods not authorized by us. You may not assign the benefit of the warranties in this contract to any person without our written consent. All warranties, guarantees, conditions or terms imposed or implied by law are expressly excluded from this contract to the fullest extent permitted by law.