Purchase of Goods and Services – General Terms and Conditions
Acceptance of terms and conditions: These terms and conditions:
a)supersede all previous terms and conditions for the purchase of goods or services by HEB and override all terms or conditions sought to be imposed by a Supplier on HEB unless agreed otherwise by HEB in writing;
b)shall be read together with and subject to HEB’s order, the specifications, drawings and data incorporated in the order, and any specific terms and conditions specified in writing by HEB.
Alteration to terms and conditions: HEB may alter these terms and conditions from time to time by written notice to the Supplier, and any such alteration shall be effective on and from the date of notification. No other alteration shall be effective unless otherwise agreed in writing by HEB.
Default by the Supplier: If the Supplier fails to demonstrate reasonable diligence in proceeding with HEB’s programme, or otherwise fails to perform any obligation under these terms and conditions, and fails to rectify such failure after written notice, HEB reserve the right to resume possession of the works being undertaken by the Supplier and cancel part or all the order.
Price: The prices specified in an order, or (where no such price is specified) applying at the time of an order, shall apply without increase or decrease unless authorised by HEB in writing.
Charges: HEB shall not be liable for any charges other than those specified on the face of an order. Unless otherwise specified in an order, all packing, insurance, cartage and other costs of delivery and all taxes and other duties shall be the responsibility of the Supplier.
Payment Terms: Unless agreed otherwise, HEB shall pay the purchase price for goods and/or services supplied in accordance with these terms and conditions, within 30 working days following the end of the month in which the goods and/or services are correctly invoiced, or are delivered or provided, to HEB, whichever is the later.
Invoices/ Payment Claims: Invoices shall be sent to HEB and shall describe the goods and/or services supplied in full detail so that HEB can properly assess the invoice, including but not limited to order number, quantity, item, unit price, GST, discounts. Invoices shall contain all particulars required to constitute a “tax invoice” within the terms of section 24 of the Goods and Services Tax Act 1985. HEB shall not be responsible for any payment delays resulting from failure of the Supplier to adhere to instructions regarding the rendering of invoices. Payment Claims shall be submitted in accordance with the Construction Contracts Act 2002.
Design: Where the order requires the Supplier to carry out design (including specification of goods and materials), the Supplier shall carry out the design with reasonable care, skill and diligence and shall ensure it meets all laws and recognised standards. All designs shall first be submitted to HEB for review and comment. Such review and comment shall not relieve the Supplier from any liability for its design or to ensure compliance with the terms of the order.
Delivery: Delivery shall be made by the dates and to the places specified in the order. Time for delivery is an essential term of the contract.
Installation and Take-Over: Where the order includes installation work or any other activities on site, the Supplier shall comply with the instructions issued by HEB for access to the site, safety and in relation to quality and cooperation with other contractors and personnel on the site, and any other site rules imposed by HEB.Where a programme has been provided by HEB, or other key dates identified, the Supplier shall programme its work on site accordingly, and provide copies of its programme (and all supporting information) as HEB requires for approval.
Risk and Property: Risk of loss or damage from any cause whatsoever shall remain with the Supplier and shall not pass to HEB until delivery of the goods or services to or at the place specified for delivery. Ownership in all goods shall pass from the Supplier to HEB upon delivery except where payment is due and made prior to delivery, in which event ownership in the goods shall pass to HEB as soon as payment is made. The Supplier shall take out such insurances as are identified in the order, and shall on demand produce evidence that such insurances are in place as HEB requires.
Cancellation: HEB may cancel an order or any part of an order at any time by giving written notice to the Supplier to that effect. Except where cancellation results from a breach by the Supplier of any terms and conditions of the order or act of insolvency or like event by the Supplier, cancellation shall be on the basis that the Supplier shall be paid for all goods and/or services completed and delivered to HEB in accordance with these terms and conditions. No costs will be paid with regard to outstanding order supply balances.
Warranties: In addition to all other warranties, conditions or other terms, expressed or implied by law or otherwise the Supplier warrants to HEB that (a) at the time of delivery all goods and/or services will be new and fit for the usual purposes for which they are intended and fit for any purpose made known by HEB;
(b) the goods and /or services shall comply with all specifications and laws; (c) the goods and /or services will be free of any security interest, lien or other encumbrance; (d) the goods and/or services will not infringe nor violate any intellectual property rights; (e) all work will be performed by persons with the requisite skill and experience; and (f) the goods and /or services will be free of any defects in workmanship or materials. All warranties shall remain in full force and effect notwithstanding that HEB may have accepted the goods, and/or services.
Defective Supply: HEB may reject any goods and/or services which fail to comply with the terms of an order or any warranty. Rejected goods, services and/or workmanship shall be rectified upon demand by HEB, and in default of such rectification HEB shall be entitled to employ others to carry out such rectification at the Supplier’s cost and risk in all aspects.
Indemnity: The Supplier shall indemnify HEB for any loss, damage, cost or expense incurred by HEB as a result of any breach by the Supplier of its obligations or the Supplier’s employees, contractors or agents of their respective obligations under any order, these terms and conditions or any other act or omission on the part of the Supplier, or the Supplier’s employees, contractors or agents, or under any legislation, regulation, bylaw, code or standard.
Compliance with the Law: The Supplier shall comply with all statutes (including without limitation the Health and Safety at Work Act 2015 (HSAW Act 2015), regulatory provisions, bylaws, codes, standards, consents and certificates covered by the goods and/or services which are the subject of any order.
Dispute: If any dispute arises between the Supplier and HEB the parties shall use all reasonable endeavours to resolve it by negotiation or by mediation or other acceptable dispute resolution process. If the dispute remains unresolved for more than 20 days, either party may refer it for final determination by arbitration under the Arbitration Act 1996 before a sole arbitrator.
Assignment and Subcontracting: The Supplier shall not, without the prior written consent of HEB, assign or subcontract any of its rights or obligations in respect of an order.
Waiver: A waiver by HEB of any specific defaults by the Supplier shall not constitute a waiver of any other conditions of the order, nor shall it constitute a continuing waiver. HEB shall not be deemed to have given a waiver unless the waiver is in writing.
Set-off: Without limiting HEB’s rights under any other provision of these terms and conditions HEB may set-off or deduct any sums due or liable to the Supplier from monies owing by the Supplier to HEB.
New Zealand law: These terms and conditions and any order shall be governed by New Zealand law.
Electronic Transactions Act 2002: Each party consents to receive communications from the other party electronically.
Notices: Any notice or invoice given by either party must be made in writing, or by email, sent to the registered office or principal place of business of the other party or to such other address as may be notified by either party to the other from time to time. Any communication by email will be deemed to be received when transmitted to the correct email address of the recipient. Any other communication in writing shall be deemed given if sent or delivered to the recipient’s last known address and shall be deemed to have been received by the recipient when left at the recipient’s specified address or two working days after the date of posting. The initial physical and email addresses of HEB Construction Limited is 105 Wiri Station Road, Wiri and firstname.lastname@example.org
Interpretation: In these terms and conditions:
“goods” includes any goods, equipment, material, components, accessories and/or installation referred to on the face of an order and any parts of those goods;
“HEB” means HEB Construction Limited;
“intellectual property” means all intellectual property and proprietary rights including all patents, trade marks, service marks, copyright, design rights, formulae, methods (including business methods), characteristics, equipment designs, technology, inventions (whether patentable or not), discoveries, know-how, experience, trade secrets and confidential information (and whether registered or not);
“order” means a HEB Purchase of Goods and Services Order that has been accepted by a Supplier in the same form issued by HEB;
“services” includes all services referred to on the face of an order and all goods and services incidental to the supply of those services or to the supply of any goods;
“site” means HEB’s (or HEB’s client’s) site, identified in the order, as it may subsequently be changed by HEB;
“Supplier” means the person whose name appears on the face of an order as the person from whom HEB has ordered goods or services, and includes their permitted successors in title and assigns.