S & E J Lea Limited t/a UNION CAR SPARES WHANGAREI

1. Payment
1.1. Payment for goods or services shall be made in full on or before the 20th day of the month following either the month in which the invoice is issued or the month in which the goods are delivered, whichever is the earlier (“the due date”).
1.2. Interest may be charged on any account owing after the due date at the rate of 2.5% per month or part month.
1.3. Any expenses, disbursements and legal costs incurred by Union Car Spares in the
enforcement of any rights contained in these Terms of Trade shall be paid by the Customer, including any reasonable solicitor’s fees or debt collection agency.

2. Retention of Title
2.1. Ownership of, or title in, the goods shall not pass to the Customer until the Customer has paid to Union Car Spares the invoiced price for all goods in the Customer’s possession at the time of payment, provided also that if the goods become fixtures, then that shall not extinguish or diminish the obligation of the Customer to pay Union Car Spares.

3. Personal Properties Securities Act 1999 (“PPSA”)
3.1. In consideration of Union Car Spares supplying the goods to the Customer, at the request of the Customer, the Customer, by signing these Terms of Trade:
(i) grants to Union Car Spares a purchase money security interest (“PMSI”) as defined
by the PPSA in the goods; and
(ii) agrees that any of the goods or proceeds of sale of the goods coming into existence
after the date of these Terms of Trade will come into existence subject to the PMSI
granted herein and in accordance with these Terms of Trade without the need for
any further action or agreement by any party; and
(iii) acknowledges that the Customer has received valuable consideration from Union
Car Spares and agrees that it is sufficient; and
(iv) agrees that the PMSI has attached all goods supplied now or in the future to the
Customer and that the attachment of the PMSI has in no way been deferred or
postponed from the dated recorded herein.

3.2. Union Car Spares reserves the right to register a financing statement in respect of any goods supplied by Union Car Spares to the Customer pursuant to these Terms of Trade in respect of which credit has been extended by Union Car Spares to the Customer. The costs of registering a financing statement or a financing change statement shall be paid by the Customer and may, where applicable, be debited against the Customer’s credit account with Union Car Spares.
3.3. The Customer waives the right to receive a copy of the verification statement confirming registration of a financing statement, or a financing change relating to the security interest under these Terms of Trade.
3.4. The Customer shall promptly, on request by Union Car Spares, execute all documents and do anything else reasonably required by Union Car Spares to ensure that the PMSI created by these Terms of Trade constitutes a perfected security interest over all goods supplied.
3.5. The Customer shall not allow the goods to become accessions or commingled with other goods unless Union Car Spares has first perfected any security interest that Union Car Spares has in relation to the goods.
3.6. Union Car Spares and the Customer agree that nothing in sections 114(1)(a), 116, 117(1)(c), 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA will apply to these Terms of Trade, or security interest under these Terms of Trade.

4. Risk
4.1. The goods remain at Union Car Spares until the delivery to the Customer, but when title passes to the Customer pursuant to clause 3 the goods are at the Customer’s risk whether delivery has been made or not.
4.2. Delivery of the goods shall be deemed complete when Union Car Spares gives possession of the goods for delivery to the Customer, or possession of the goods is given to a common carrier, or other bailee for the purposes of transmission to the Customer.

5. Return of goods
5.1. The Customer shall be deemed to have accepted the goods unless the Customer notifies Union Car Spares and returns the goods within 14 days of the delivery of the goods to the Customer provided the goods remain in saleable condition. Union Car Spares may not accept any goods returned after 14 days of delivery.
5.2. Union Car Spares may charge 20% restocking penalty based on the purchase price of goods.

6. Consumer Guarantees Act 1993 (“CGA”)
6.1. The guarantees contain in the CGA are excluded where the Customer acquires goods and services from Union Car Spares for the purpose of a business as defined in the CGA.

7. Limitation of Liability
7.1. The liability of Union Car Spares in respect of all claims for loss, damage or injury arising from breach of any Union Car Spares obligations under this agreement or from any act or omission of Union Car Spares is limited, in each case, to the value of the goods or services provided by Union Car Spares to the Customer.
7.2. Union Car Spares shall not be liable for any direct or indirect loss or damage (including without limitation or loss of profits or for any indirect or consequential loss of profits or for any indirect or consequential loss or damage), however caused, arising out of or in connection with the supply of goods or services by Union Car Spares, except as set out in clause 7.1.

8. Warranty
8.1. No representation, condition, warranty or promise expressed or implied by law or
otherwise applies to goods or services (to the extent permitted by law), except where
goods are supplied or services provided pursuant to the CGA.

8.2. Union Car Spares does not provide any warranty that the goods are fit and suitable for the purpose for which they are required by the Customer and shall not be liable if they are not.
8.3. Except as set out in clause 8.1. no warranty applies to goods unless it is provided in writing
to the Customer by Union Car Spares.

9. Cancellation
9.1. Union Car Spares shall, without any liability, and without any prejudice to any other right it has, have the right to suspend or cancel in whole or in part any contract for the supply of goods or services to the Customer if the Customer fails to pay any money owing after the due date, or if the Customer commits an act of bankruptcy, or if the liquidation proceedings are commenced in relation to the Customer, or if any other event occurs which evidences a lack of credit worthiness or solvency on the part of the Customer.
9.2. Any cancellation or suspension shall not affect Union Car Spares claim for money due at time of cancellation or suspension or for damages for any breach of these Terms of Trade or the Customer’s obligation to Union Car Spares under these Terms of Trade.

10. Information & Privacy Act
1.1. The Customer authorises Union Car Spares to collect, retain and use any information about
the Customer for the purpose of assessing the Customer’s credit worthiness, an enforcing any rights under these Terms of Trade.
1.2. The Customer authorises Union Car Spares to disclose information obtained to any person for the purpose set out in clause 10.1.
1.3. Where the Customer is a natural person the authorities under clause 10.1 are authorities or consents for the purposes of the Privacy Act 1993.

11. Variation
2.1. Union Car Spares, in its sole discretion, may vary these Terms of Trade from time to time.
12. Definitions
“Union Car Spares” shall mean S & E J Lea Limited t/a Union Car Spares, or any agents or employees thereof.
“Customer” shall mean the Customer, any person action on behalf of or with the authority of the Customer, or any person purchasing goods or services from Union Car Spares.