General Terms and Conditions of Trade

A.      Scope of Agreement

1. Goods

The Goods (and any related services) will be as described in invoices, quotes, work authorizations, or other documents provided by Dalton Distributors Limited (referred to as "the Supplier") to the Customer.

 

B. Payment Terms

1. Price

  • The Price will be as shown on invoices issued by the Supplier for the Goods.

  • The Price will be increased by any applicable GST, taxes, or duties unless these are already accounted for in a quote from the Supplier.

 

2. Payment

  • Payment is due as specified on the invoice, quote, or order form. If no due date is provided, payment is required upon delivery. Timely payment is essential.

 

3. Default and Consequences

  • Overdue payments will incur interest at 2.5% per month, calculated daily from the due date until paid. The Supplier may, at its discretion, compound this interest monthly, both before and after any legal judgment.

  • If the Customer owes money, they will cover all costs the Supplier incurs to recover the debt, including administrative fees, legal costs (on a solicitor-client basis), collection agency fees, and bank dishonour charges.

 

C. Ownership and Risk

1. Title

  • Ownership of the Goods remains with the Supplier until:

    • The Customer has paid all amounts owed for the Goods; and

    • The Customer has fulfilled all other obligations related to the Goods.

  • The Customer may only sell or dispose of the Goods in the normal course of business and at market value. If they do, the proceeds must be held in trust for the Supplier and paid or delivered to the Supplier upon request.

 

2. Risk

  • Risk transfers to the Customer upon delivery to them or their agent.

 

D. Security Interest

1. Personal Property Securities Act 1999 (PPSA)

  • By agreeing to these terms in writing, the Customer confirms that:

    • These terms create a security agreement under the PPSA; and

    • The Supplier holds a security interest in all Goods supplied now and, in the future, (including any previously supplied Goods).

  • The Customer agrees to:

    • Sign any documents or provide accurate, up-to-date information the Supplier needs to register its security interest on the Personal Property Securities Register;

    • Indemnify and reimburse the Supplier for all costs related to registering or releasing this security interest;

    • Not alter the security registration without the Supplier’s written consent; and

    • Notify the Supplier immediately of any significant changes in how they sell the Goods that affect the proceeds.

  • Both parties agree that sections 114(1)(a), 133, and 134 of the PPSA do not apply. The Customer waives rights under sections 116, 120(2), 121, 125, 126, 127, 129, 131, and 132, and, unless agreed otherwise, their right to a verification statement under section 148.

  • The Customer will support any actions the Supplier takes under this section.

 

E. Claims and Liability

1. Claims

  • The Customer must notify the Supplier in writing of any issues with the Goods within 14 days of delivery, following the Supplier’s claims process (as updated periodically). Claims not reported on time or correctly will not be accepted.

  • If a valid claim about defective Goods or failure to meet specifications is accepted, the Supplier may, at its discretion, replace the Goods (or the faulty part) free of charge or refund the Price (or a portion of it). No further liability will apply.

2. Exclusions and Limits of Liability

  • To the fullest extent allowed by law, the Supplier excludes all implied warranties, conditions, or guarantees about the Goods. If the Customer is buying Goods for business purposes, the Consumer Guarantees Act 1993 does not apply.

  • The Customer will protect the Supplier from third-party claims related to the Customer’s resale of the Goods, regardless of the cause.

  • If the Supplier is liable, the Customer’s remedy is limited to damages, capped at the Price of the Goods. The Supplier is not responsible for indirect losses (like lost profits) arising from a breach of this agreement.

 

F. Privacy

1. Privacy Act 1993

  • The Customer allows the Supplier or its agents to:

    • Collect, store, and use Customer information (including overdue fines data from the Ministry of Justice) to assess creditworthiness or market products and services; and

    • Share this information with other credit providers or agencies for credit references, debt collection, or reporting defaults.

  • Where the Customer is an individual the authorities under clause 1 are authorities or consents for the purposes of the Privacy Act 1993.

  • The Customer can request a copy of their information held by the Supplier and ask for corrections to any inaccuracies.