TERMS & CONDITIONS OF TRADE

1.1. “Pacific Doors” shall mean Pacific Door Systems Limited, or any agents or employees thereof.

1.2. “Customer” shall mean the Customer, any person acting on behalf of and with the authority of the Customer, or any person purchasing products and services from Pacific Doors.

1.3. “Products” shall mean:

1.3.1. all Products of the general description specified on the front of this agreement and supplied by Pacific Doors to the Customer; and

1.3.2. all Products supplied by Pacific Doors to the Customer; and

1.3.3. all inventory of the Customer that is supplied by Pacific Doors; and

1.3.4. all Products supplied by Pacific Doors and further identified in any invoice issued by Pacific Doors to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and

1.3.5. all Products that are marked as having been supplied by Pacific Doors or that are stored by the Customer in a manner that enables them to be identified as having been supplied by Pacific Doors; and

1.3.6. all of the Customer’s present and after-acquired Products that Pacific Doors has performed work on or to or in which goods or materials supplied or financed by Pacific Doors have been attached or incorporated.

1.3.7. The above descriptions may overlap but each is independent of and does not limit the others.

1.4. “Service” shall mean the services subject of and described in the accompanying quotation or invoice.

1.5. “Price” shall mean the cost of the Products as agreed between Pacific Doors and the Customer and includes all disbursements. e.g. Charges Pacific Doors pay to others on the Customer’s behalf subject to clause 4 of this contract.

2.1. Any instructions received by Pacific Doors from the Customer for the supply of Products shall constitute a binding contract and acceptance of the terms and conditions contained herein.

3.1. The Customer authorizes Pacific Doors to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under this contract, or marketing any Products provided by Pacific Doors to any other party.

3.2. The Customer authorizes Pacific Doors to disclose any information obtained to any person for the purposes set out in clause 3.1.

3.3. Where the Customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.

3.4. The Customer acknowledges that Pacific Doors may collect, hold, use and disclose personal information in accordance with its privacy policy which can be found here: Privacy Policy | Pacific Doors, as updated from time to time.

3.5. To the extent the Customer provides Pacific Doors with personal data relating to another individual, it is the Customer’s responsibility to ensure that the individual is aware that:

a) their personal data is provided to Pacific Doors and for what purposes;

b) they may contact us at privacy.nz@assaabloy.com to request access to, or correction of, their personal data;

c) further information about how Pacific Doors handles personal data is available in our privacy policy: Privacy Policy | Pacific Doors.

4.1. Where no price is stated in writing or agreed to orally the Products or Service shall be deemed to be sold at the current amount as such Products are sold or Services are provided by Pacific Doors at the time of the contract.

4.2. The price may be increase by the amount of any reasonable increase in the cost of supply of the Products or Services that is beyond the control of Pacific Doors between the date of the contract and delivery of the Products or Services.

5.1. Payment for Products shall be made in full on or before the 20th day of the month following the date of the invoice (“the due date”)

5.2. Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.

5.3. Any expenses, disbursements and legal costs incurred by Pacific Doors in the enforcement of any rights contained in the contract shall be paid by the Customer, including any reasonable solicitor’s fees or debt collection agency fees.

5.4. Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.

5.5. A deposit may be required.

6.1. Where a quotation is given by Pacific Doors for Products or Services:

6.1.1. Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and

6.1.2. The quotation shall be exclusive of sales taxes, goods and services taxes and any other taxes and duties unless specifically stated to the contrary;

6.1.3. Pacific Doors reserves the right to alter the quotation because of circumstances beyond its control.

6.2. Where Products or Services are required in addition to the quotation the Customer agrees to pay for the additional cost of such Products or Services.

7.1. Delivery shall be made at the place indicated in the contract, or if no place is indicated and in the case of sales ex-works, delivery shall be made at the Company’s premises. If the buyer fails or refuses to accept delivery, the goods shall be deemed to have been delivered when the Company was willing to deliver them. The Company shall be entitled to deliver the goods by instalments and to require that each instalment be regarded as a separate supply on the same terms as the main contract. Should the Company fail to deliver or make defective [incomplete?] delivery of one or more instalments this shall not entitle the buyer to repudiate the main contract. Without prejudice to its other rights and remedies the Company may charge waiting time for delays by the buyer in unloading the goods and handling charges for any unloading work carried out by the Company together with storage, transportation and disposal expenses and additional expenses incurred by it if the buyer fails or refuses to take delivery when the Company is willing to deliver the goods. The Company shall be entitled to make an additional charge for deliveries made before 7.30am or after 5.00pm on weekdays, and at any time on weekends and statutory holidays. All additional charges shall be at the Company’s current applicable rates from time to time which are available on request. The buyer shall provide at its own expense suitable access and areas to permit unloading and shall provide immediate unloading facilities together with labour and/or mechanical means to unload the goods. Any time for delivery of the goods shall be approximate only and shall not be deemed to be of the essence of the Contract.

8.1. The Products remain at Pacific Doors’ risk until delivery to the Customer.

8.2. Delivery of Products shall be deemed complete when Pacific Doors gives possession of the Products directly to the Customer or possession of the Products is given to a carrier, courier, or other bailee for the purposes of transmission to the Customer.

8.3. The time agreed for delivery shall not be an essential term of this contract unless the customer gives written notice to Pacific Doors making time of the essence.

9.1. Title in any Products or Service supplied by Pacific Doors passes to the Customer only when the Customer has made payment in full for all Products or Services provided by Pacific Doors and of all other sums due to Pacific Doors by the Customer on any account whatsoever. Until all sums due to Pacific Doors by the Customer have been paid in full, Pacific Doors has a security interest in all Products.

9.2. If the Products are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the Products shall remain with Pacific Doors until the Customer has made payment for all Products, and where those Products are mixed with other property so as to be part of or a constituent of any new Products, title to these new Products shall deemed to be assigned to Pacific Doors as security for the full satisfaction by the Customer of the full amount owing between Pacific Doors and Customer.

9.3. The Customer gives irrevocable authority to Pacific Doors to enter any premises occupied by the Customer or on which Products are situated at any reasonable time after default by the Customer or before default if Pacific Doors believes a default is likely and to remove and repossess any Products and any other property to which Products are attached or in which Products are incorporated. Pacific Doors shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. Pacific Doors may either resell any repossessed Products and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Products and credit the Customer’s account with the invoice value thereof less such sum as Pacific Doors reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.

9.4. Where Products are retained by Pacific Doors pursuant to clause 9.3 the Customer waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under s.121 of the PPSA.

10.1. The following shall constitute defaults by the Customer:

10.1.1. Non-payment of any sum by the due date.

10.1.2. The Customer intimates that it will not pay any sum by the due date.

10.1.3. Any Products are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Products.

10.1.4. Any Products in the possession of the Customer are at risk.

10.1.5. The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlord distrains against any of the Customer’s assets.

10.1.6. A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.

10.1.7. The Customer shall give us prior notice of any proposed change of name or address.

10.1.8. An event or a series of events (whether related or not) occurs which, in Pacific Doors opinion, may cause a material adverse change in the Customer’s ability to meet its obligations to Pacific Doors.

10.2. If the Customer is in default then Pacific Doors may, at its option, do any one or more of the following:

10.2.1. Require the Customer to remedy the default in the manner and within a period that Pacific Doors advises:

10.2.2. Require the Customer to pay Pacific Doors all amounts owing to it immediately:

10.2.3. Enforce any penalty interest created by these terms and conditions:

10.2.4. Exercise any rights that Pacific Doors has under these terms and conditions, or that are available to it at law.

10.3. Pacific Doors may suspend any account the Customer has with it at any time in its sole discretion.

11.1. Pacific Doors may in its discretion allocate any payment received from the Customer towards any invoice that Pacific Doors determines and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated. In the absence of any payment allocation by Pacific Doors, payment shall be deemed to be allocated in such manner as preserves the maximum value of Pacific Door’s purchase money security interest in the Products.

12.1. No claim relating to Products will be considered unless made within seven (7) days of delivery.

12.2. No Products will be accepted for return without the prior consent of Pacific Doors. Details of the packing slip must accompany any claim.

12.3. Pacific Doors may impose a handling charge for returns of such amounts as the Company in its discretion determines. The charge may be deducted from any cash refunded or amount of credit to which the buyer may be entitled.

13.1. All warranties (with the exception of the Company’s standard product warranty set out below), descriptions, representations and conditions as to fitness, suitability for any purpose, tolerance to any conditions or otherwise, whether of a like nature or not and whether expressed or implied by law, trade, custom or otherwise, not expressly set out in these conditions are, to the extent permitted by law, expressly excluded. No agent or representative of the Company is authorised to make any representations, statements, warranties, conditions or agreements not expressly set out in these conditions and the Company is not in any way bound by, nor can any such statement be taken to form part of any agreement collateral to these conditions. 

14.1. The Company warrants that it will repair or make good any defects in materials or workmanship arising within the period specified in the contract, or where no time specified, within 14 days from the date of delivery of the goods. No claim shall be accepted under this warranty unless written notice of the claim is received by the Company as [soon as reasonably possible after the defect is discovered] set out in this clause, nor shall any claim be accepted:

14.1.1. If any attempt to repair the defective goods is made by any person or persons not authorised by the Company to effect such repairs: or

14.1.2. If the defective goods have been modified or incorrectly stored, maintained, installed or operated.

14.2. Should the Company elect to repair any defective goods, such repair shall be effected at such a place as the Company may specify and the buyer shall be responsible for shipment of the defective goods to the place or places so specified.

14.3. The foregoing warranty shall not apply to goods or any component or components thereof not manufactured by the Company and no warranties are given by the Company in respect of such goods or components.

14.4. If the Company fails to perform its warranty obligations under this clause 14 the Company’s liability for such failure shall be limited to damages which shall be subject to the limitation contained in clause 15 below.

15.1. The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Pacific Doors which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on Pacific Doors, Pacific Door’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.

15.2. Except as otherwise provided by clause 15.1 Pacific Doors shall not be liable for:

15.2.1. Any loss or damage of any kind whatsoever, arising from the supply of Products or Service by Pacific Doors to the Customer including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Products or Services provided by Pacific Doors to the Customer; and

15.2.2. The Customer shall indemnify Pacific Doors against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Pacific Doors or otherwise, brought by any person in connection with any matter, act, omission, or error by Pacific Doors, its agents or employees in connection with the Products.

16.1. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Products from Pacific Doors for the purposes of a business in terms of section 2 and 43 of that Act.

The Trade Compliance Requirements set out here- https://www.assaabloy.com/au/en/legal/trade-compliance-requirements are incorporated into these terms and conditions and by entering into these terms and conditions are acknowledged as read and understood by both parties.

18.1. Pacific Doors shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.

18.2. Failure by Pacific Doors to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations Pacific Doors has under this contract.

18.3. If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. Pacific Doors reserves the right to review these terms and conditions at any time and from time to time. If, following any such review, there is to be any change in such terms and conditions, that change will take effect from the date on which Pacific Doors notifies the Customer of such change.

18.4. In the event of any breach of this contract by Pacific Doors the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of Pacific Doors exceed the Price of the Products.