| 1. Terms of Payment |
| Full payment for any and all goods and services must be made either on or before the 20th of this month following the date of invoice for credit account holders (unless otherwise arranged with the supplier). Other account holders , full payment for any and all goods and services must be made either on or before delivery. |
| i. Failure to make a payment within seven (7) days of due date shall constitute a breach of these terms and conditions of supply for which the customer shall be liable to compensate the supplier by paying as liquidated damages (in addition to the amount due) interest on the amount due from the due date until the date of the payment at a rate approximately 2% above the base loading rate charged by the supplier’s bank. |
| ii. Failure to make a payment within seven (7) days of due date shall, without prejudice to any of the suppliers other rights under the terms and conditions of supply, entitle the supplier to alter the customer’s dealer discount status without prior notification to the customer. |
| 2. a. Risk and the PPSA |
| Risk in any goods supplied by the supplier to the customer shall pass when such goods are delivered to the customer or into the custody on the customer’s behalf. The customer shall provide all reasonable assistance and relevant information to enable the supplier to register a financing statement in respect of the goods supplied in accordance with the Personal Property Securities Act 1999 (“PPSA”) PRIOR to the delivery of goods to the customer. The customer hereby waives its right to receive a verification statement in respect of any financing statement or financing change statement registered by or on behalf of the supplier in respect of the goods supplied. The customer agrees that to the extent permitted by law and in respect of the supply of goods under these terms and conditions the provisions of Part 3 of the PPSA which are for the benefit of the customer, or place obligations on the supplier as the secured party, shall apply only to the extent they are mandatory, or the supplier agrees in writing to their application. |
| The customer acknowledges that the supplier shall be a secured party in the respect of the goods supplied under these terms and conditions and shall be entitled to register a financing statement in accordance with the PPSA which shall be a Purchase Money Security Interest (- PMSI*) as defined in s16 of the PPSA. |
| 2. b. Risk |
| Risk in goods supplied under this agreement passes to the Customer upon delivery to the Customer or its agent or upon possession of the goods by the Customer or its agent, whichever is the earlier. |
| 3. Remedies |
| If the customer is in default of payment the supplier may uplift the goods and any goods to which the goods are attached (“mixed goods”) property in which hereby passes to the supplier from the customer’s premises or any other place where the goods (or mixed goods) are stored and the customer hereby authorises the supplier to enter upon such premises at any time to recover the goods or mixed goods, as the case may be. |
| The supplier may thereafter hold the goods or mixed goods pending payment in full (including liquidated damages) or alternatively, at its discretion, may sell the same but in any event without prejudice to its rights and remedies against the customer for any losses incurred by the supplier in enforcing its rights and remedies under these terms and conditions of supply and in respect of any loss on resale. |
| 4. Recovery Costs |
| Any recovery of replacement costs incurred in recovering an outstanding account shall be payable by the customer (and/or guarantor). Any recovery of legal or agency costs incurred in recovering an outstanding account shall be payable by the customer (and/or guarantor). |
| 5. Credits |
| Credits will not be accepted unless requested in writing within fourteen (14) days of delivery. Any exception will entirely be at the discretion of the supplier. Goods returned for credit must be returned free into the supplier’s premises. |
| 6. Title |
| If the goods are ascertained and in a deliverable state, title in the goods passes to the customer when the customer has made payment for all goods supplied by Dynamic Maintenance 2023 Limited. |
| Where the customer has not paid for any goods in its possession property in such goods shall remain with Dynamic Maintenance 2023 Limited and: |
| The goods shall be held by the customer as bailee; and |
| If the goods 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 goods shall remain with Dynamic Maintenance 2023 Limited until the customer has made payment/s for all goods, are mixed with other property so as to be part of or a constituent of any new goods, title to these new goods shall deemed to be assigned to Dynamic Maintenance 2023 Limited as security for the full satisfaction by the customer of the full amount owing between Dynamic Maintenance 2023 Limited and the customer. |
| The customer gives irrevocable authority to Dynamic Maintenance 2023 Limited to enter any premises occupied by the customer, at any reasonable time, to remove any goods not paid for in full by the customer. Dynamic Maintenance 2023 Limited shall not be liable for costs, damages or expenses or any other losses incurred by the customer or any third party as a result of this action, no liable in contract or in tort or otherwise in any way whatsoever. |
| 7. Return of Goods |
| The customer shall be deemed to have accepted the goods unless the customer notifies Dynamic Maintenance 2023 Limited otherwise within 48 hours of delivery of the goods to the customer. If the goods are not accepted according to clause 10.1 of this contract the customer shall pay for the delivery of the returned goods to Dynamic Maintenance 2023 Limited whereby the customer shall be entitled to a credit for the purchase price of any such goods. |
| All transportation charges, insurance and other charges being borne by the customer. A restacking fee is applicable. |
| 8. Delivery |
| Delivery will be deemed to have occurred when either goods are delivered to a site specified by the customer or when goods are surrendered to the customer or any other person at the request of the customer. |
| 9. Stop Credit |
| The supplier shall retain the right to withdraw at any time any supply of goods and services (including any credit arrangement) or premises to supply goods and services to the customer. |
| 10. Insurance |
| Upon delivery of goods, except those goods held at the supplier’s premises at the request of the customer, the customer shall be responsible for taking out adequate insurance cover in respect of the goods regardless of whether the goods are on credit account or loan for demonstration purposes. |
| The customer must carry adequate insurance cover for the recovery of demonstration units in the event of theft, fire or other mishap. |
| 11. Guarantees and Conditions |