Trading Terms and Conditions

Powerbox Pacific Limited
NZBN 9429038545641
(Company)
Trading Terms and Conditions
For Sale of Goods

These Trading Terms & Conditions (“Terms”) apply (unless otherwise previously agreed in writing) to the supply of Goods by the Company to a Customer from time to time. Any supply of Goods by the Company to the Customer made after the date of acceptance of these Terms is a supply pursuant to the supply agreement constituted by these Terms and the relevant order accepted by the Company (‘Agreement’) and any such supply does not give rise to a new or separate agreement.

1 Interpretation

In these Terms unless the contrary intention appears:

Additional Charges includes all delivery, handling and storage charges, goods and services tax, stamp duty, interest, legal and other costs of recovery of unpaid money and all other government imposts and all money, other than the Purchase Price, payable by the Customer to Company arising out of the sale of the Goods.

Consequential Loss means increased costs or expenses; loss of revenue; loss of profit or anticipated profit; loss of business; loss of business reputation; loss of opportunities; loss of anticipated savings; loss of goodwill; loss or expense resulting from a claim by a third party; special or indirect loss or damage of any nature whatsoever caused by the Company’s failure to complete or delay in completing the order to deliver the Goods; and any other loss suffered by a party as a result of a breach of this Agreement that cannot reasonably be considered to arise directly and naturally from that breach.

Customer means the person to or for whom the Goods are to be supplied by Company.

Force Majeure Event means any event outside the reasonable control of the Company including acts of God, war, riots, strikes, lock outs, trade disputes, break downs, mechanical failures, interruptions of transport, government action, pandemic, epidemic or any other cause whatsoever, whether or not of a like nature to those specified herein.

Goods means the goods sold to the Customer by Company and includes any services provided by Company to Customer.

Intellectual Property Right means any patent, registered design, patent, trademark, copy-right, trade secret or any other proprietary right of a third party or parties, registered or unregistered, in any country.

Period means the period of time specified by the Company in its sole discretion exercised reasonably and notified in writing to the Customer.

Powerbox Warranty has the meaning given in clause 3.1.

PPSA means the Personal Property Securities Act 2009 (Cth).

Purchase Price means the list price for the Goods as charged by Company at the date of delivery or such other price as may be agreed by Company and the Customer prior to delivery of the Goods. It includes shipping and handling charges as indicated on a tax invoice issued by the Company but excludes GST.

2 Order for Goods

2.1 An order given to Company is binding on Company and the Customer, if:

2.1.1 a written acceptance is signed for or on behalf of Company; or

2.1.2 the Goods are supplied by Company in accordance with the order.

2.2 An acceptance of the order by Company is then to be an acceptance of these Terms by Company and the Customer and these Terms will override any conditions contained in the Customer’s order. Company reserves the right to accept a part only of any order by notifying the Customer in writing or by delivering the Goods to the Customer. No order is binding on Company until accepted by it.

2.3 An order which has been accepted in whole or in part by Company cannot be cancelled by the Customer without obtaining the prior written approval of Company.


3 Warranties

3.1 The Company warrants that the Goods are free from defects in workmanship, design and materials for the Period from the date of invoice (Powerbox Warranty).

3.2 Under the Powerbox Warranty, the repair or replacement of the Goods during the Period is at the option of the Company. If replacement Goods are supplied, the Powerbox Warranty remains based on the original date of invoice.

3.3 All Goods, the subject of a claim under the Powerbox Warranty, must be inspected by the Company for evaluation before any claim is approved.

3.4 To make a warranty claim pursuant to the Powerbox Warranty, the Customer must:

3.4.1 notify the Company in writing within 7 days of the alleged defect first coming to the Customer’s notice and within the Period;

3.4.2 provide the Company all information required, including serial numbers, photos of the alleged defect, and with reasonable evidence of the proof of purchase;

3.4.3 provide evidence that the Goods have been installed correctly and used in accordance with the Company’s instructions supplied with the Goods; and

3.4.4 make the Goods available for inspection by the Company, so that the Company may determine if the notice of defect or damage is valid and carry out all necessary work with the Goods.

3.5 The Powerbox Warranty extends only to:

3.5.1 defects arising solely from faulty design, materials or workmanship under proper use of the Goods;

3.5.2 Goods installed by a suitably qualified and experienced person;

3.5.3 Goods sold by the Company or its authorised distributors or dealers and only where the Goods are used and serviced within Australia; and

3.5.4 where the defects appear in the Goods within the Period.

3.6 The Powerbox Warranty does not cover:

3.6.1 unauthorised repairs, alteration, modification or substitution of any parts of the Goods, or storage or use of the Goods other than in accordance with the instructions supplied;

3.6.2 other goods that are not manufactured or supplied by the Company;

3.6.3 electrical products and systems into which the Goods are installed or form part of but which have not been supplied by the Company;

3.6.4 goods purchased:

3.6.4.1 other than from the Company (such as purchases from unauthorised retailers and purchases over the internet, from local/international sellers or sites such as Ebay and Amazon); or

3.6.4.2 from a competitor or not from an authorised dealer or distributor of the Company.

3.7 In addition to the above, the Powerbox Warranty does not cover the following:

3.7.1 damage or defects to the Goods that ought reasonably to have been revealed to the Customer by an examination of the Goods, where the Customer conducted such an examination before acquiring the Goods;

3.7.2 normal wear and tear due to the course of normal use;

3.7.3 any Goods with a serial number removed;

3.7.4 any software applications or programs which relate to the Goods but have not been supplied by the Company or any Company authorised dealer;

3.7.5 accidental damage or damage caused by an extraordinary event or circumstance beyond the Customer’s or anyone else’s control including damage caused by:

3.7.5.1 environmental factors;

3.7.5.2 natural discolouration of material due to ultraviolet light;

3.7.5.3 crushing, impact with hard surface or damage caused in the transit of the Goods;

3.7.5.4 foreign material, or exposure of the Goods to excessive heat or cold or to solvents, or water entry into the Goods;

3.7.5.5 abnormal Goods performance caused by any ancillary goods interference or other external factors;

3.7.5.6 improper or inadequate maintenance or calibration of the Goods;

3.7.5.7 adverse external conditions including electrical power surges, spikes or dips, or fluctuations in voltage or current; or

3.7.5.8 interaction with vermin.

3.8 Charges apply for any non-warranty services performed.

3.9 Apart from any consumer guarantees under the Australian Consumer Law or part 8 of the Sale of Goods Act 1923 (NSW) (or both) all other warranties express or implied and whether arising by virtue of statute or otherwise are excluded. To the extent permitted by law, all other warranties whether implied or otherwise, not set out in these Terms or in another warranty document given by the Company are excluded and the Company is not liable in contract, tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate the Customer for:

3.9.1 any increased costs or expenses;

3.9.2 any loss of profit, revenue, business, contracts, opportunities, anticipated profit or anticipated savings;

3.9.3 any loss of business reputation or goodwill;

3.9.4 any loss or expense resulting from a claim by a third party; or

3.9.5 any special, indirect or Consequential Loss or damage of any nature whatsoever caused by Company’s failure to complete or delay in completing the order to deliver the Goods; or

3.9.6 any other loss suffered by a party as a result of a breach of the Powerbox Warranty that cannot reasonably be considered to arise directly and naturally from that breach.

3.10 The benefits given to the Customer in the Powerbox Warranty are in addition to other rights and remedies under a law in relation to the Goods or services to which the Powerbox Warranty applies.

3.11 The Powerbox Warranty is not applicable outside Australia.

3.12 To make a claim under the Powerbox Warranty or to discuss the Powerbox Warranty service, please visit our website or contact Powerbox at:


Address: 1a Henry Rose Place, Albany, Auckland New Zealand 0632
Phone number: +64 9 4158 320
Email: sales@powerbox.co.nz
Website: www.powerbox.co.nz

4 Returns, refunds and restocking

4.1 When the Company denies refunds or exchanges. The Company does not give refunds or exchanges if the Customer:

4.1.1 changes its mind;

4.1.2 purchases the wrong Goods;

4.1.3 damages the Goods after purchase;

4.1.4 damages the Goods due to the unusual or non-recommended use of the Goods;

4.1.5 through its actions or omissions damage is caused to the Goods by any factors beyond the Company’s control; or

4.1.6 fails to provide adequate proof of purchase.

4.2 Eligibility for refunds, returns, warranties and Consumer Guarantee claims. To be eligible for a refund, warranty claim or consumer guarantee claim, the Customer must report the details of the fault or defect to the Company on 1800 251 380 and obtain from the Company and retain a ‘RMA’ (Return Material Authority) number.

4.3 Please note that the Company may charge a inspection / service fee plus any additional shipping costs if the Goods do not have a fault or defect.

4.4 If the Company finds that the Goods have been supplied to the Customer in full accordance with the Australian Consumer Law, the Company may require the payment of all its costs relating to the return of the Goods to the Customer.

4.5 Restocking Policy. In limited circumstances, the Company may offer Customers with a conditional courtesy return if Customers want to exchange Goods purchased incorrectly if:

4.5.1 the Customer notifies the Company within 7 days of receipt of delivery of the Goods;

4.5.2 the Goods remain unopened, unused and are still in pristine condition; and

4.5.3 the Customer accepts a minimum restocking fee of 20% of the Purchase Price.

Acceptances of these returns are entirely at the discretion of the Company and are subject to a thorough inspection of the Goods. If the Company rejects the Goods under this clause it will return the Goods to the Customer at the Customer’s expense.

4.6 Receiving a refund. Any Goods refunded by the Company will be given to the Customer in the same payment method that the Customer used to purchase the Goods. Please note that refunds can take up to 5 business days to process.

4.7 Manufacturer extended warranties when goods damaged in transit.

4.7.1 The Company acknowledges that manufacturers of the Goods cannot modify, restrict or exclude the consumer guarantees under the Australian Consumer Law.

4.7.2 The Customer and the Company acknowledge though that Manufacturers may offer extended warranties which are over and above the Australian Consumer Law consumer guarantees.

4.7.3 Those extended warranties of manufacturers may be voided if the Goods are damaged in transit.

4.7.4 The Company does not take responsibility for any goods that are damaged or lost in transit, which are returned by Customers for the purpose of warranty claims or returns.

4.7.5 In order to avoid a manufacturer’s extended warranty being voided, the Customer must ensure that the Goods are packed appropriately for shipping before returning them to the Company.

4.7.6 The Customer must contact the Company if the Customer is unsure on how to pack Goods appropriately for shipping.

4.8 Costs when returning Goods. The Customer is responsible for all charges relating to the return of Goods to the Company except if:

4.8.1 the Company must reimburse charges in accordance with law.

4.9 Return Material Authorisation (RMA). Customers must obtain a RMA number from the Company prior to sending or personally returning Goods to the Company.

4.10 Special Orders, Clearance, Discontinued Items, Free Products and Samples. The Company does not accept the return or exchange of Goods if Customers:

4.10.1 change their mind;

4.10.2 no longer require the Goods due to change in personal circumstances;

4.10.3 find the Goods cheaper somewhere else;

4.10.4 damage the Goods through misuse; or

4.10.5 knew of a particular fault in the Goods, or was advised of a particular fault in the Goods prior to purchase.

A limited warranty may also apply for clearance or discontinued Goods. Please read the product description for the Goods or Contact the Company for more details if unsure whether a limited warranty applies to these Goods or not.

5 Limitation of Liability

5.1 The Company’s liability is limited, to the extent permissible by law and at the Company’s option, to;

5.1.1 in relation to the Goods:

5.1.1.1 the replacement of the products or the supply of equivalent products

5.1.1.2 the repair of the products

5.1.1.3 the payment of the cost of replacing the products or of acquiring equivalent products; or

5.1.1.4 The payment of the cost of having the products repaired

5.1.2 Where the Goods are services:

5.1.2.1 the supply of service again; or

5.1.2.2 the payment of the cost of having the services supplied again.

5.2 To the extent permitted at law, any claims to be made against the Company for short delivery of Goods must be lodged with the Company in writing within 7 days of the delivery date.

6 Delivery

6.1 The times quoted for delivery are estimates only and Company accepts no liability for failure or delay in delivery of Goods. The Customer is not relieved of any obligation to accept or pay for Goods by reason of any delay in delivery. Goods may be delivered by instalments at the discretion of Company.

6.2 Powerbox arranges shipment of the Goods to the Customer on a Free on Board (F.O.B) basis. As such, all risk of loss passes to the Customer upon delivery of the Goods to the carrier.

6.3 All Additional Charges are payable by the Customer in addition to the Purchase Price of the Goods.

6.4 Return of the Goods will not be accepted by Company except by prior agreement in writing with Company. Any Goods returned will be subject to the restocking charge referred to in clause 4.5.3 of these Terms.

7 Price and Payment

7.1 The Customer must pay in full the Purchase Price and the Additional Charges to the Company.

7.2 If the Company has accepted a signed credit application form from the Customer, then the Customer must pay the Purchase Price, plus the requisite GST, in relation to each order to the Company within 30 days of the receipt of the relevant order (Payment Due Date).

7.3 If the Company has not accepted a signed credit application form from the Customer, then the Company is not required to deliver the Goods until the Customer has paid the Purchase Price and the Additional Charges in full. Payment is due before delivery. Time for payment is of the essence. Payment for the Goods ordered is due before shipment and back order (pre-order).

7.4 The Company only accepts payment by Credit Card (Visa and Mastercard) or Bank Transfer.

7.5 If the Customer is in default, the Company may at its option withhold further deliveries or cancel a contract without prejudice to any of its existing rights.

7.6 Interest is charged at the rate provided by section 100 of the Civil Procedure Act 2005 (NSW) or its equivalent on any outstanding amount not paid by the Payment Due Date until the date full payment is received by Company.

7.7 All amounts payable by the Customer under these Terms must be paid without set-off or counter claim of any kind.

8 Intellectual Property

8.1 All branding and artwork provided by the Customer is the intellectual property of the Customer. Artwork and branding supplied will only be used for the purposes of satisfying these Terms.

8.2 The Customer warrants that the use by Company of any intellectual property provided by Customer to Company so that Company may provide the Goods and/or services under these Terms does not infringe any Intellectual Property Rights.

8.3 The Customer must indemnify and keep indemnified Company against any and all liabilities, expenses, losses and/or damages including attorney’s fees whether direct, indirect or consequential, arising from a third party, alleging that the Goods infringe the Intellectual Property Right of the third part due to Company’s use in the production of the Goods of any branding, artwork or other intellectual property provided to Company by Customer.

9 Retention of Title

9.1 Ownership, title and property in the Goods and in the proceeds of sale of those Goods remains with Company until payment in full for the Goods and all sums due and owing by the Customer to Company on any account has been made. Until the date of payment:

9.1.1 the Customer has the right to sell the Goods in the ordinary course of business;

9.1.2 the Goods are always at the risk of the Customer.

9.2 The Customer is deemed to be in default immediately upon the happening of any of the following events:

9.2.1 if any payment to Company is not made promptly before the due date for payment;

9.2.2 if the Customer ceases to carry on business or stops or suspends payment or states its intention of so doing or is unable to pay its debts as they fall due or if any cheque or bill of exchange drawn by the Customer payable to Company is dishonoured;

9.3 In the event of a default by the Customer, then without prejudice to any other rights which Company may have at law or under this Agreement:

9.3.1 Company or its agents may without notice to the Customer enter the Customer’s premises or any premises under the control of the Customer for the purposes of recovering the Goods.

9.3.2 Company may recover and resell the Goods;

9.3.3 if the Goods cannot be distinguished from similar Goods which the Customer has or claims to have paid for in full, Company may in its absolute discretion seize all goods matching the description of the Goods and hold same for a reasonable period so that the respective claims of Company and the Customer may be ascertained. Company must promptly return to the Customer any goods the property of the Customer and Company is in no way liable or responsible for any loss or damage to the Goods or for any loss, damage or destruction to the Customer’s business howsoever arising from the seizure of the Goods.

9.3.4 In the event that the Customer uses the Goods in some manufacturing or construction process of its own or some third party, then the Customer must hold such part of the proceeds of sale of such manufacturing or construction process as relates to the Goods in trust for Company. Such part will be an amount equal in dollar terms to the amount owing by the Customer to the Company at the time of the receipt of such proceeds. The Customer will pay Company such funds held in trust upon the demand of Company.

9.4 Separately, to secure payment and performance of all its obligations under these Terms the Customer grants a Security Interest (as defined by the PPSA) in the proceeds of sale of the Collateral (as defined in the PPSA) as original collateral, or any of it, in favour of the Company.

10 PPSA

10.1 Defined terms in this clause have the same meaning as given to them in the PPSA.

10.2 Company and the Customer acknowledge that these Terms constitute a Security Agreement and entitle the Company to claim:

10.2.1 a Purchase Money Security Interest (“PMSI”) in favour of Company over the Collateral supplied or to be supplied to the Customer as Grantor pursuant to these Terms; and

10.2.2 a security interest over the proceeds of sale of the Collateral referred to in clause 8.4 as original collateral.

10.3 The Goods supplied or to be supplied under these Terms fall within the PPSA classification of ”Other Goods” acquired by the Customer pursuant to these Terms.

10.4 The Proceeds of sale of the Collateral referred to in clause 9.2.2 falls within the PPSA classification of “Account”.

10.5 The Company and the Customer acknowledge that Company, as Secured Party, is entitled to register its Security Interests in the Collateral supplied or to be supplied to Customer pursuant to these Terms and in the relevant Proceeds.

10.6 To the extent permissible at law, the Customer:

10.6.1 waives its right to receive notification of or a copy of any Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relating to a Security Interest granted by the Customer to Company.

10.6.2 agrees to indemnify Company on demand for all costs and expenses, including legal costs and expenses on a solicitor / client basis, associated with the:

10.6.2.1 registration or amendment or discharge of any Financing Statement registered by or on behalf of Company; and

10.6.2.2 enforcement or attempted enforcement of any Security Interest granted to Company by the Customer;

10.6.3 agrees that nothing in sections 130 and 143 of the PPSA will apply to these Terms or the Security under these Terms;.

10.6.4 agrees to waive its right to do any of the following under the PPSA:

10.6.4.1 receive notice of removal of an Accession under section 95;

10.6.4.2 receive notice of an intention to seize Collateral under section 123;

10.6.4.3 object to the purchase of the Collateral by the Secured Party under section 129;

10.6.4.4 receive notice of disposal of Collateral under section 130;

10.6.4.5 receive a Statement of Account if there is no disposal under section 132(4);

10.6.4.6 receive a Statement of Account under section 132(3)(d) following a disposal showing the amounts paid to other Secured Parties and whether Security Interests held by other Secured Parties have been discharged.

10.6.4.7 receive notice of retention of Collateral under section 135;

10.6.4.8 redeem the Collateral under section 142; and

10.6.4.9 reinstate the Security Agreement under section 143.

10.6.5 All payments received from the Customer must be applied in the following order:

10.6.5.1 first, to obligations that are not secured, in the order in which those obligations were incurred;

10.6.5.2 second, to obligations that are secured, but not by Purchase Money Security Interests, in the order in which those obligations were incurred;

10.6.5.3 third, to obligations that are secured by Purchase Money Security Interests, in the order in which those obligations were incurred.

11 On-Sale

The Customer agrees that upon the on-sale of any Goods to third parties, it will:

11.1 inform any third party involved of these Terms;

11.2 inform any third party of the Company’s product warranties if any; and

11.3 not make any misrepresentations to third parties about the Goods.

12 Trustee Capacity

If the Customer is the trustee of a trust (whether disclosed to Company or not), the Customer warrants to the Company that:

12.1 the Customer enters into this Agreement in both its capacity as trustee and in its personal capacity;

12.2 the Customer has the right to be indemnified out of trust assets;

12.3 the Customer has the power under the trust deed to enter into this Agreement; and

12.4 the Customer will not retire as trustee of the trust or appoint any new or additional trustee without first advising the Company.

13 Indemnity

To the fullest extent permitted by law, the Customer indemnifies the Company and keeps the Company indemnified from and against any liability and any loss or damage the Company may sustain, as a result of any breach, act or omission, arising directly or indirectly from or in connection with any breach of any of these Terms by the Customer or its representatives.

14 Force Majeure

14.1 The Company is not liable for the consequences of any failure or delay in performing any of its obligations under these Terms to the extent that such failure or delay is due directly or indirectly to any Force Majeure Event.

14.2 If a Force Majeure Event arises, the Company will notify the Customer in writing of the Force Majeure Event and the likely impact it will have on the Company’s performance under these Terms. If the Force Majeure Event affects the capacity of the Company to complete its material obligations under these terms in a timely manner, the Company may by notice to the Customer terminate this Agreement without any liability whatsoever on its part arising from that termination.

15 General

15.1 Neither party excludes or limits the application of any statute (including but not limited to the Competition and Consumer Act 2010 (Cth) (CCA) as amended from time to time and its schedule 2, the Australian Consumer Law), where to do so would contravene that statute or cause a provision of these Terms to be void. Any stated exclusion or limitation in this Terms is only to the full extent permitted at law.

15.2 These Terms are to be construed in accordance with the laws from time to time in the State of New South Wales and the Commonwealth of Australia. The parties submit to the non-exclusive jurisdiction of the Courts of New South Wales, Australia and any courts which may hear appeals from those courts in respect to any proceedings in connection with these Terms.

15.3 These Terms contain all of the terms and conditions of the contract between the parties and may only be varied by agreement in writing between the parties.

15.4 Any conditions found to be void, unenforceable or illegal may, to that extent be severed from the Agreement.

15.5 No waiver of any of these Terms or failure to exercise a right or remedy by Company will be considered to imply or constitute a further waiver by Company of the same or any other term, condition, right or remedy.