Raw Possessions Ltd

General Terms and Conditions of Quotations and Sale

All goods and services are supplied on the terms and conditions set out herein and no addition or variation to these terms and conditions will have any effect unless expressly agreed in writing by Raw Possessions Ltd.

1. Quotations

(a) Unless previously withdrawn, a quotation is valid for 30 days or such other period as stated in it. A quotation is not to be construed as an obligation to sell but merely an invitation to treat and no contractual relationship shall arise from it until the Customer’s order has been accepted by Raw Possessions.

(b) Raw Possessions shall not be bound by any condition attaching to the Customer’s order or acceptance of a Quotation and, unless such conditions are expressly accepted by Raw Possessions in writing, the Customer acknowledges that such conditions are expressly negated.

(c)Cancellation of an order can be made only with consent from Raw Possessions and upon terms that will compensate Raw Possessions against loss.

(d) Change orders or briefing updates, amendments or changes requested by the Customer shall not be effective unless accepted in writing by Raw Possessions. The Customer shall be liable for any costs, expenses, and liabilities incurred by Raw Possessions in connection with any such change order.

2. Price

(a) Quoted prices do not includeGST.

(b) Raw Possessions shall be entitled to vary the quoted price for the goods and services at any time prior to delivery if the cost to Raw Possessions of performing the contract is increased and Raw Possessions reserves the right to apply prices ruling at the time of providing the goods or services.

3. Terms of Payment

(a) The invoice amount for the goods and services must be paid in full within seven (7) days after the goods and services were invoiced.

(b) The Customer is not entitled to withhold payment or make any deduction from the price of the goods and services (whether by way of any set off, counterclaim, retention or otherwise) from any money owing to Raw Possessions.

(c) If the Customer fails to pay for any of the goods or services, Raw Possessions may in its absolute discretion, but without prejudice to any other remedy it may have, postpone the fulfilment of its obligations under this order or briefing and under any other order or briefing with this Customer until such payment is made and charge to the Customer any extra expense incurred thereby.

4. Cancellation or Suspension of Orders

Except where the Customer has a statutory right of termination, orders accepted by Raw Possessions may not be cancelled either wholly or in part without the consent in writing of Raw Possessions.

5. Supply

(a) Raw Possessions will endeavour to meet agreed delivery dates, but will not be held liable, nor may the buyer cancel any order or any part of any order, for late delivery. Raw Possessions reserves the right to cancel or suspend unconditionally and without liability any contract and/or to reject any order.

(b) Unless otherwise agreed in writing by Raw Possessions, the buyer will be responsible for arranging the carriage of goods, and delivery of any particular goods will be deemed to have been made when those goods are available for collection from the collection point as agreed with the buyer, or in the absence of agreement, as specified by Raw Possessions.

(i) unless otherwise expressly stated in writing by Raw Possessions, prices estimated or quoted will not include the cost of delivery or insurance and the buyer will be invoiced for any charges incurred by Raw Possessions in carriage of goods;

(ii) delivery will be deemed to have been made when the goods arrive at the delivery point agreed with the buyer;

(iii) if the buyer or its authorised agent is not present at the delivery point when the goods are delivered, delivery will be deemed to have been effected in any event;

(iv) the buyer is responsible for ensuring, at its own cost, that all agreed delivery sites have unloading facilities together with labour and/or mechanical means to unload the goods promptly and suitable access and area for unloading and shall indemnify Raw Possessions against any loss, liability, costs or expenses incurred by Raw Possessions or its agents in unloading the goods;

(v) any claim for goods damaged during unloading or damaged or lost in transit must be made to Raw Possessions within 24 hours of delivery;

(vi) where any quotation or estimate given to the buyer includes the cost of delivery, the price quoted or estimated will cover only the usual methods of transportation used by Raw Possessions;

(vii) delivery may be by instalments and each instalment will be treated as a separate contract under these conditions; and

(viii) if the buyer fails to take delivery of any goods at an agreed delivery time, Raw Possessions may (without limiting any other right Raw Possessions may have) charge the buyer for any waiting time for delays by the buyer in unloading goods, handling charges for any unloading work carried out by Raw Possessions, expenses for the storage, transportation or disposal of the goods and any other additional expenses incurred in relation to the goods.

6. Reservation of Title

(a) Title to good supplied shall remain vested in Raw Possessions and shall not pass to the Customer until the purchase price for the Goods has been paid in full and received by Raw Possessions. Until title to the Goods passes:

Raw Possessions shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the Goods;
Raw Possessions and its agents and employees shall be entitled at any time and without the need to give notice enter upon any property upon which the Goods or any part are stored, or upon which Raw Possessions reasonably believes them to be kept;
the Customer shall store or mark the Goods in a manner reasonably satisfactory to Raw Possessions indicating that title to the Goods remains vested in Raw Possessions; and
the Customer shall insure the Goods to their full replacement value and arrange for Raw Possessions to be noted on the policy of insurance as the loss payee.

(b) Irrespective of whether title to the Goods remains vested in Raw Possessions, risk in the Goods shall pass to the Customer upon delivery.

7. Liability

(a) Any service or advice which may be offered by Raw Possessions to the Customer is rendered in good faith and Raw Possessions shall not be liable for any loss or damage arising therefrom.

(b) For the avoidance of doubt, Raw Possessions will be under no liability whatsoever to the Customer for any loss, injury or damage (including consequential loss, injury or damage) suffered or caused as a result of or arising out of any act or omission (whether negligent or otherwise) by Raw Possessions, its servants or agents or any other person in any way related to or arising out of the Quotation by Raw Possessions.

8. Intellectual Property

All copyright, design right and other intellectual property in any design, specification, process, method of working or other information relating to the Goods or Services (other than that provided by the Customer to Raw Possessions)shall vest for all time in Raw Possessions. Raw Possessions only grants to the Customer an irrevocable license to use the Goods or Services for the specified project in accordance with the Customers brief.

9. Claims

Any claim to reject the goods or to claim damages on the grounds that the goods do not conform to the description by which they were sold, must be notified in writing to Raw Possessions within seven days of delivery of the goods to the buyer, failing which any such claim shall be deemed conclusively to have been waived by the buyer.

10. Paramountcy

These General Terms and Conditions of Quotation and Sale shall constitute the entire agreement between Raw Possessions and the Customer and no terms, conditions, obligations or other provisions of any nature not contained in theseGeneral Terms and Conditions of Quotation and Sale shall be of any effect. For the avoidance of doubt, these General Terms and Conditions of Quotation and Sale shall apply in all circumstances, including where the Customer validly accept this quotation or where the Customer and Raw Possessions otherwise proceed with carrying out work under the brief, whether or not the Customer, at any time and by any means, purports to impose its own terms and conditions.

11. Governing Law of Contract

These General Terms and Conditions of Quotation and Sale will be governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.