Here are the terms:
All Prices exclude GST.

Terms of Trade
The Vendor and the Customer buys the Goods on the terms set out in these Terms of Trade.  Any variation to these terms must be in writing, signed by the General Manager and the Group Financial Controller of the Vendor in order for the variation to be binding.

For the avoidance of doubt:
(a) Vendor means the vendor whose name appears on the front page of these Terms of Trade.
(b) Customer means the customer whose name appears on the front page of these Terms of Trade.
(c) Goods means goods sold by the Vendor to the Customer, including but not limited to goods specifically manufactured to order and/or services rendered by the Vendor to the Customer.

1. Price
(a) Unless a quotation specifies a price fixed at the date of quotation, the Goods shall be paid for at the price ruling at the date of despatch.
(b) The price of goods manufactured to order shall take into account any increase in wages, cost of materials, freight, taxes and insurance arising after the date of quotation.

2. Payment
(a) The Customer will pay for the Goods on or before the 20th day of the month following delivery (the due date).
(b) If payment is not made by the due date, the Customer will pay the full price of the Goods rather than the discounted or net price shown on any invoice or statement issued by the Vendor to the Customer.  The full price means the full price for the relevant Goods as specified in the Vendor's price list current at the due date.

3. Default Interest
If the Customer does not make payment by the due date, the Customer will pay interest at the rate of 2% per month calculated on a daily basis on the balance outstanding from the date of delivery until the date of payment.

4. Returns
(a) If an order is correctly executed, other than goods manufactured to order, a return of the Goods may be accepted at the Vendor's option, in which case the Customer agrees to pay the Vendor a return charge of 10% and the cost of all freight incurred.
(b) Goods manufactured to order will not be repurchased by the Vendor, nor will they be credited to the Customer's account.

5. Description, Sample, Misrepresentation
(a) Information from the Vendor or its employees, whether oral or written, including information contained in the Vendor's advertisements, catalogues, price lists, illustrations or other material regarding the specifications, description, weights, measurements, powers, capacities, or performance of the Goods, while given in good faith are provided to and accepted by the Customer as approximate only and intended as a general guide only.
(b) The Customer confirms and agrees that it will rely on its own judgment as to the nature, quality and condition of the Goods and their fitness of purpose for the Customer's requirements and the Customer further agrees that it will not rely on any representation made by the Vendor or its employees.
(c) No description of the Goods given by the Vendor or its employees shall constitute a sale by description.
(d) It is the Customer's responsibility to detect any blemish in the Goods and/or to reject and not use any Goods that are not suitable, or which do not meet good building practice, or which do not comply with the relevant New Zealand standard, or the requirements of a lending organisation or local authority.
(e) Goods that are made available to the Customer for inspection are made available solely for the purpose of enabling the Customer to judge for itself whether the Goods are suitable to the requirements of the Customer and any order placed after, or following such inspection, shall not constitute a sale by sample.  Goods supplied following inspection shall be at the Customer's risk.

6. Delivery
(a) If the Customer does not make payment on the due date, the Vendor shall not be obliged to deliver the Customer's orders or part orders, notwithstanding any previous acceptance of the Customer's order(s).
(b) Any period for delivery or date quoted for delivery shall be approximate only and the Vendor shall not be liable for any loss whatsoever, or however, arising from delays in delivery. The Vendor may deliver only part of the order to the Customer and raise an invoice for such part delivery. The Customer shall not refuse to accept such part delivery or with-hold payment, or raise a set-off in respect of such part delivery.
(c) Should the Vendor be delayed in, or prevented from making delivery for any cause whatsoever beyond the Vendor's control, the Vendor shall be at liberty to cancel any order without being liable for loss, or damage whatsoever, or howsoever resulting therefrom.
(d) Where a price quoted includes the cost of delivery, or a delivery rate per cubic metre, the Customer will, in addition to such delivery cost, or delivery rate, pay an extra charge for handling if reasonable access to the premises, or the site, is not available. The Customer will pay any time greater than one half hour that a vehicle is on site making delivery of truss, or pre-nailed timber, at standard industry rates for the particular vehicle.

7. Risk, Damage and Loss in Transit
(a) Notwithstanding that ownership of the Goods may not have passed, the risk in the Goods shall pass to the Customer upon delivery of the Goods to any carrier, or agent of the Customer, or to the Customer's order.
(b) No claim for short delivery will be entertained unless the Customer advises the Vendor of the short delivery in writing within seven days of the date of delivery, together with full particulars of the shortage.
(c) In the event of loss of, or damage to the Goods in transit, advice of such loss or damage must be submitted in writing to the Vendor within seven days of delivery of the Goods, or the date quoted for delivery, whichever is the earlier.

8. Defective Goods ¨C Limitation of Vendor's Liability
(a) Unless the Customer notifies the Vendor in writing of any defect in the Goods within seven days of delivery to the Customer, or to the Customer's direction, or order, the Customer shall be deemed to have accepted the Goods in good order and condition.
(b) Until the Vendor has inspected the alleged defects, the Customer shall ensure that the Goods are kept safe and secure.
(c) If, upon examination of the Goods the Vendor is satisfied that the Goods are defective, the Vendor may replace the Goods, or such part or parts thereof as in the opinion of the Vendor, may be necessary.
(d) The Vendor shall have no liability to replace the Goods unless the Customer has complied with all of the requirements of this clause.
(e) The liability of the Vendor, whether in contract or in tort for any loss, damage, or injury arising directly or indirectly from any defect in the Goods, or in the manufacture of the Goods, shall be limited to replacement, or repair of Goods, or at the option of the Vendor to damages not exceeding the invoice value of the particular item of Goods that is defective.  For the avoidance of doubt, the liability of the Vendor shall not include consequential loss.

9. Retention of Ownership
(a) Ownership of the Goods shall not pass to the Customer until full payment has been made in respect of all monies owing by the Customer to the Vendor, including, but not limited to monies owing on the Goods supplied by the Vendor to the Customer, interest due and payable by the Customer to the Vendor pursuant to these Terms of Trade and all other monies owing by the Customer to the Vendor.
(b) Until ownership of the Goods passes to the Customer;

• (i) The Customer shall hold the Goods as fiduciary bailee and agent for the Vendor;
  
  (ii) Unless otherwise notified in writing, the Customer is authorised to sell the Goods in the ordinary course of business;
  
  (iii) The proceeds of the Goods sold shall be kept in a separate account and should not be mixed with any other monies, including funds of the Customer and the Customer owes a fiduciary duty to the Vendor in respect of such proceeds;
  
  (iv) Upon giving notice to the Customer the Vendor shall be entitled forthwith to enter upon the Customer¡¯s premises (including the building or construction site where the Goods are situated) to inspect the Goods.

(c) If the Customer fails to pay for the Goods, or any monies that are owing by the Customer to the Vendor on the due date, or if the Customer shall do any act or thing that would give rise to the appointment of a receiver, or a liquidator over its undertaking and assets, then the Customer shall deliver the goods (including Goods that may have been paid for) to the Vendor upon demand.

If the Customer fails to comply with the Vendor's demand for the return of the Goods, the Vendor shall be entitled forthwith to enter upon the Customer's premises (including the building or construction site where the Goods are situated) at any time to do all things necessary in order to take possession of the Goods.  Any goods held by the Customer which meets the description of the Goods shall, in the absence of separate storage and in the absence of evidence to the contrary (the onus being on the Customer), be deemed to be the Goods supplied by the Vendor and the Vendor shall be entitled to exercise any of its remedies hereunder against those goods.

The Customer shall be liable for the costs (including legal costs on a full indemnity basis) of and associated with the exercise of the Vendor's rights under this clause and such costs shall be payable on demand.  For the purposes of this clause, the Customer irrevocably authorises the Vendor, its servants or agents, to enter upon the Customer's premises (including the building or construction site where the Goods are situated) at any time to do all things necessary in order to take possession of the Goods.  Customer's premises (including the building or construction site where the Goods are situated) at any time to do all things necessary in order to take possession of the Goods.

(d) If the Customer has sold the Goods and the Customer has not receive the proceeds of such sale, the Customer will, if called upon to do so by the Vendor, forthwith assign to the Vendor the debts due from and any rights against the person, or persons to whom the Customer has sold the Goods, or has supplied any products or services involving, or incorporating the Goods.

10. Solvency
By placing an order with the Vendor, the Customer represents and warrants to the Vendor that the Customer is not insolvent and that it has not committed an act of bankruptcy, nor any act which would cause a receiver or a liquidator to be appointed over the assets and undertaking of the Customer.

11. Appropriation
Notwithstanding anything to the contrary, the Vendor is entitled to appropriate any money which is paid to the Vendor by, or on behalf of the Customer, towards payment of the oldest portion of the Customer's debt with the Vendor.

12. Time of Essence
Time wherever referred to in these Terms of Trade shall be of the essence.