1. Price


1.1 All prices shown on price lists for products supplied by MTNZ to the Purchaser (“products”) are unit prices and are exclusive of freight and GST.  Validity of system based prices is as stated on the cover sheet of system price lists.  Other prices for peripherals, upgrades etc may vary on a day to day basis and the current prices are as shown on MTNZ’s reseller web site.


2. Delivery and Insurance


2.1 Delivery is ex-stock unless specified otherwise.  Delay in delivery may occur due to factors outside the control of MTNZ.


2.2 The Purchaser may:

(a) Employ, at the Purchaser’s cost, a courier to collect products from MTNZ; or

(b) Instruct MTNZ to arrange a courier at the Purchaser’s expense.  In that event, MTNZ is arranging the courier as the agent of the Purchaser.


2.3 Delivery of products purchased will be deemed to have taken place when the products are uplifted from MTNZ premises and the Purchaser will be responsible for risk and insurance from that time, notwithstanding that property in the products may not have passed to the Purchaser.


2.4 MTNZ will arrange insurance of products in transit at the Purchaser’s expense if requested.


2.5 Products will be deemed to have been delivered complete and in good condition unless the Purchaser notifies otherwise within 5 working days after notification by MTNZ of date of dispatch.


3. Payment Terms


3.1 Terms of payment are either cash-on-delivery, or 7 days or 14 days after dispatch or uplifting, as agreed by MTNZ unless specified explicitly on the invoice.


3.2 Payments should be made to MTNZ National Bank account, Auckland Branch, account number 06-0287-0448872-25.


3.3 All payments shall be made in full without deduction of any kind whether by way of set-off, counterclaim or otherwise.


3.4 Should payment in full not be made to MTNZ by the due date, then:

(a) The Purchaser shall be liable to pay interest on the monies outstanding at 2% per month or part thereof until payment is received;

(b) The Purchaser shall be liable to pay all expenses and legal costs incurred by MTNZ in relation to obtaining or seeking remedy in respect of default in payment;

(c) MTNZ shall not be obliged to make further deliveries to the Purchaser as long as there is any outstanding default in payment.


4. Title to Products


4.1 Title and property in products comprised within any delivery will not pass to the Purchaser until the Purchaser has paid the price of the products and any other monies due to MTNZ as at the date of delivery.


4.2 Until such payment has been made, the products will be held by the Purchaser on behalf of MTNZ in a fiduciary capacity as bailee.


4.3 Should the Purchaser sell the products to a third party prior to such payment then the Purchaser will be selling as agent for and on behalf of MTNZ.  The proceeds of re-sale up to the amount of the price of the products and other payments then due to MTNZ shall be the property of, and shall be held in trust for MTNZ by the Purchaser.


4.4 The Purchaser shall store the products (including all items contained within each delivery, such as instruction manuals, accessories etc) as well as any packaging in such manner that they could, if necessary, be re-sold as new by MTNZ.


4.5 Should the Purchaser deal with the products in such a manner that they become a constituent part of any other object, then the Purchaser shall be deemed to do so as the agent of MTNZ and the property in such objects shall vest in MTNZ as principal until payment has been made.


4.6 The Purchaser irrevocably gives MTNZ and its agents and employees the right and licence to enter any premises or site where it is believed that the products may be and to remove any of the products or items of which they are constituents without in any way, being liable to the Purchaser and the Purchaser will indemnify MTNZ in respect of any claim arising from the proper exercise by MTNZ of this right and licence.


4.7 The remedies set out in the preceding subclause may be exercised by MTNZ at any time after:

(a) Default in payment of monies due on due date; or

(b) Commencement of liquidation of the Purchaser; or

(c) The committing of any act of bankruptcy by the Purchaser; or

(d) Any attempt by the Purchaser to enter into a debt compromise arrangement with its creditors.

All costs and expenses incurred by MTNZ as a result of any such action shall be payable by the Purchaser upon demand.


5. Security Interest Under Personal Property Securities Act 1999 (“PPSA”)


5.1 The Purchaser acknowledges that  these terms and conditions of sale constitute a “security interest” as defined in the PPSA as a first charge over products sold by MTNZ to the Purchaser.


5.2 The Purchaser agrees that MTNZ may register a financing statement under the PPSA in respect of the products and will provide MTNZ with any information or assistance required for that purpose.


6. Warranty and Limitation of Liability


6.1 MTNZ warrants that products supplied by it are free from defects in materials and workmanship and conform to the specification (if any) provided by MTNZ.


6.2 The standard warranty period is 12 months for parts, 24 months for systems or such other period as advised by MTNZ in writing to the Purchaser.


6.3 MTNZ will provide parts and labour required to meet the warranty on a “return to MTNZ” basis.


6.4 The warranty is restricted to the first end-user of the products.

6.5 MTNZ warranty does not extend to damage resulting from misuse, accident, modification, unsuitable physical or operating environment, improper maintenance by the user or failure caused by a product for which MTNZ is not responsible.  MTNZ warranty is voided by removal or alteration of parts of the product or MTNZ identification labels.


6.6 Request for warranty service must be accompanied by return of the products to MTNZ with all original manuals, software and packaging and the purchase invoice number.  MTNZ will endeavour to commence repair or replacement within 24 hours of receiving the products at its premises.


6.7 Should MTNZ determine that an alleged defect is not covered by MTNZ warranty then MTNZ may invoice the Purchaser for all costs incurred by MTNZ, including parts and labour at MTNZ’s normal rates.


6.8 MTNZ warranty is in addition to any rights which the Purchaser may have under the Consumer Guarantees Act 1993 or any other legislation which cannot be excluded or limited.  The Consumer Guarantees Act 1993 will not apply in respect of products acquired for the purposes of a business.


6.9 Except as provided in these terms and conditions of sale, no warranty, expressed or implied is given in respect of the products.


6.10 MTNZ’s liability for defective products and loss caused by defective products is limited to repair or replacement of the products or refund of the sale price at MTNZ discretion.  MTNZ shall not otherwise be liable for any loss or damage, whether direct, indirect, consequential or special damage and the Purchaser shall indemnify MTNZ against any claim by the Purchaser’s customers or agents or other persons beyond the extent of the warranties given by MTNZ.


7. Confidentiality


7.1 All price lists, newsletters, product data sheets and information are supplied to the Purchaser by MTNZ on the basis of strict confidentiality.  The Purchaser shall not make copies or provide any information to any third parties without the prior written consent of MTNZ.