TERMS AND CONDITIONS

RZOSKA ELECTRICAL 2018 LIMITED

The terms and conditions upon which Rzoska Electrical 2018 Limited (herewith referred to as REL), shall supply goods and services are set out as follows.  These terms form part of every Contract that Applicants have with REL.  No employee or representative of REL is authorised to make any representation which conflicts with these terms without confirmation in writing by a Director of REL.

1.      PAYMENT AND ACCOUNTS

a.        The Applicant will pay REL for all goods and services supplied, or any other monies due herewith, on or before the 20th of the month following delivery or demand as the case may be.

b.        In the event of the Applicant failing to make payment as set out above; REL has the right to charge the Applicant interest on the monies due at 2% above the overdraft rate charged to REL by its banker, together with the cost, including solicitors fees incurred by REL in recovery or attempted recovery of any monies so due.

c.        The Applicant shall not be entitled to set off any sum or counterclaim against any amount due to REL for the goods and services supplied.

2.      EXCLUSION OF LIABILITY

a.        REL, and its employees, agents and subcontractors shall not be liable in Contract, tort, under statute or otherwise for any loss or economic loss howsoever arising which is caused, contributed to, or was attributable to any defects or any negligent act or omission on the part of REL, or its employees, agents and/or subcontractors except to an amount strictly limited in respect of all goods and services supplied by REL whether under this Contract or otherwise to a total sum of the goods and services.

b.        REL recommends Applicants talk to their insurer about arranging suitable cover for risks from these terms.

3.      CONSUMER GUARANTEES ACT 1993

a.        It is acknowledged that where an Applicant is acquiring the goods and/or services for the purpose of a business, the Applicant and REL, agree that the provisions of the Consumer Guarantee Act 1993 shall not apply to the supply of goods and/or services by REL to such business Applicants.

4.      DELIVERY

a.        REL shall not be responsible for any part delivery or delay in delivery of the goods as a result of events occurring beyond REL’s control.  REL shall not be responsible for any direct loss or damage arising from such delay or non-delivery. 

b.        All delivery expenses of goods supplied are at the Applicants cost, unless otherwise specified.

5.      RISK AND RESERVATION OF TITLE

a.        The risk in any goods supplied by REL shall pass to the Applicant upon those goods leaving REL’s premises, unless otherwise specified.

b.        Title and property in any goods and services supplied by REL shall remain with REL until the Applicant has paid in full for the goods and services supplied.

c.        Until paid for, any goods supplied are held by the Applicant as bailee and as agent for REL, and the Applicant may not sell, dispose of or change the goods.

d.        Where the goods or any part of them are completely or partly attached to any other equipment, vessel or structure, REL may nonetheless disconnect and remove the goods.

e.        In the event that goods supplied have been incorporated or changed into any other product (“altered product”) the Applicant agrees that title and property in the altered product shall vest in REL until the Applicant has paid in full for the goods supplied.

f.         The Applicant irrevocably grants REL a licence to enter onto the premises occupied by the Applicant or any vessel in the Applicant’s ownership or possession without notice and search for and remove any unpaid goods or unaltered products.  The Applicant indemnifies REL on demand in respect of any costs or liabilities incurred by us in exercising our rights under this clause.

g.        If any goods are sold by the Applicant prior to payment to the full amount, REL’s portion of the sale price which is due to REL shall be the property of REL.  That amount shall be held by the Applicant on trust for and on account of REL.

h.        Goods and vessels which are stored by REL for the Applicant shall be entirely at the risk of the Applicant in all respects.

6.      PERSONAL PROPERTY SECURITIES ACT 1999

a.        The Applicant grants to REL a Security Interest in the goods and their Proceeds to secure the obligation of the Applicant to pay the purchase price of the goods and any other obligations of the Applicant  to REL under this Contract (together “the Indebtedness”) and, where the goods and/or Proceeds are not readily identifiable and/or traceable or their recoverable value is insufficient to pay the indebtedness, the security interest shall also extend to all the Applicant’s present and after acquired property, of which the goods form part, to the extent required to secure the Indebtedness.

b.        As and when required by REL the Applicant shall, at its own expense, provide all reasonable assistance and relevant information to enable REL to register a Financing Statement or Financing Change Statement and generally to obtain, maintain, register and enforce REL’s Security Interest in respect of the goods supplied, in accordance with the Personal Property Securities Act 199 (“PPSA”).

c.        The Applicant shall not change its name without first notifying REL of the new name not less than 7 days before the change takes effect.

d.        Notwithstanding any reference to a particular invoice/order, where any sum remains outstanding by the Applicant on more than one invoice/order, any payments received from the Applicant shall be deemed to be made by the Applicant and applied by REL in respect of each unpaid invoice/order on a pro rata basis PROVIDED THAT where REL applies payments in this manner it shall not charge interest on overdue balances that would have been cleared if the payments were not allocated pro rata.

e.        Until the Applicant has paid all money owing to REL the Applicant shall at all times ensure that:

                                                  i.       the goods supplied by REL, while in the Applicant’s possession, can be readily identified and distinguished: and/or

                                                 ii.      All Proceeds (in whatever form) that the Applicant received from the sale of any of the goods are readily Identifiable and Traceable.

f.         Where the goods are purchased by the Applicant as stock in trade for sale or lease in the ordinary course of the Applicant’s business, nothing in this clause shall prevent the Applicant from selling or leasing and delivering the goods in the ordinary course of the Applicant’s business.  Otherwise, until the Applicant has paid all money owing to REL, the Applicant shall not sell or grant a Security Interest in the goods without REL’s written consent.

g.        The parties agree to contract-out of the PPSA in accordance with Section 107 of the PPSA to the extent that Section 107 applies for the benefit of, and does not impose a burden on, REL.  The Applicant waives its right to receive a Verification Statement in respect of any Financing Statement or Financing Change Statement registered by or on behalf of REL in respect of the Security Interest created by these terms and conditions of trade.

h.        For the purpose of this clause, words and phrases starting with a capital letter shall have the respective meanings given to them under, or in the context of, the PPSA.

7.      QUOTATIONS

a.        REL shall be entitled to add to any quotation issued, all increases notified to REL including increases:

                                                  i.             Due to tariffs, duties, imports or other government charges imposed on goods and services supplied.

                                                 ii.            Due to overseas freight charges

                                                iii.            Due to exchange rate fluctuations

                                                iv.            By any other supplier after the date of the quotation.

8.      DISCOUNTED PREMIUM

a.       The customer will indemnify the repairer against all claims and demands whatsoever by whomsoever made in respect of any loss, damage or injury of any kind arising out of or in any way connected with the performance of the Works howsoever caused, including by way of negligence, breach of contract, breach of duty of bailment or willful act of the Repairer, its employees, subagents or sub-contractors.

9.      ADDRESS FOR SERVICE OF NOTICES

a.        Any notice or demand given by REL to the Applicant may be served by REL, posting such notice to the Applicant’s registered office or place of business as advised by the Applicant in the application for credit account facilities, or at its normal place of business.

10.      WARRANTY

REL warrants that subject to the limitation of liability in clause 2a it will repair any defects in its workmanship within 6 months of the completion   of the work involved.

a.        No claim will be available under this warranty unless written notice of the claim is received by REL, as soon as reasonably possible after the defect is discovered nor will any claim be available if the defective work has been modified or incorrectly maintained, installed or operated and that is the cause of the defect.

b.        If under this warranty REL is required to repair any defect the repair will be carried out at such a place as REL shall reasonably specify and the Applicant is responsible for shipment of the defective goods or conveying the vessel to the place specified.

c.        The warranty does not apply to any defective goods or components not manufactured by REL, and no warranties are given by REL in respect of these defective goods or components, (to the extent that it is able to do so) will make such warranty available to the Applicant.

d.        In any event, REL’s liability under its warranty is limited to the provisions of clause 2a.

11.      FORCE MAJEURE

a.        REL is not liable for any failure in its obligations to an Applicant by reason of circumstances beyond REL’s control including but without  limitation:

                                                  i.       strike, lockout or labour disturbance:

                                                 ii.      failure or delays by suppliers or subcontractors:

                                                iii.      fire, earthquake, flood or similar natural disasters:

                                                iv.      hostilities, commotion or similar civil strife.

12.      PERSONAL GUARANTEE

Where the Applicant is a duly incorporated company REL reserves the right to require personal guarantees of the Applicant’s Directors prior to the provision of goods or services.  The personal guarantee shall be in the form annexed hereto.