1. Definitions
1.1 Definitions:
In this Agreement, unless the context otherwise requires:- Agreement includes any Repair Order and these General Terms and Conditions.
- Business Day means a day on which registered banks are open for business in the primary trading location of Truck & Engineering Services Otaki Ltd, excluding Saturdays, Sundays and public holidays.
- Customer means the individual or entity for whom Truck & Engineering Services Otaki Ltd is to supply Parts and/or Services in accordance with any Repair Order.
- Event of Default occurs if the Customer:
- (a) becomes, or is deemed to be, insolvent or bankrupt.
- (b) goes into receivership or has a receiver, administrator, trustee, or manager (including a statutory manager) appointed in respect of the Customer and/or its property.
- (c) has:
- (i) breached an irremediable provision of this Agreement; or
- (ii) failed to remedy a breach of this Agreement capable of remedy within 10 Business Days after receiving notice of the breach.
- Force Majeure Event means any event or circumstance beyond the reasonable control of, including strikes, lockouts, labour disputes, riot, civil commotion, fire, flood, drought, loss or delay at sea, breakdown, or war.
- GST means the goods and services tax under the Goods and Services Tax Act 1985;
- Loan Vehicle refers to any vehicle provided on loan or for hire by Truck & Engineering Services Otaki Ltd to the Customer.
- Truck & Engineering Services Otaki Ltd refers to the Truck & Engineering Services Otaki Ltd company mentioned in the Repair Order or engaged by the Customer to provide Parts and/or Services;
- Parts refers to the components supplied by Truck & Engineering Services Otaki Ltd to the Customer, either separately or as part of the Services.
- Price signifies the payment amount owed by the Customer to Truck & Engineering Services Otaki Ltd or the supplied Parts and/or Services, as determined by the applicable rates in the Repair Order, Truck & Engineering Services Otaki Ltd, or other communications.
- Repair Order includes any repair order form, invoice, document, or verbal statement issued by Truck & Engineering Services Otaki Ltd to the Customer and accepted by the Customer.
- Services encompasses all services provided by Truck & Engineering Services Otaki Ltd to the Customer, as specified in the Repair Order or agreed upon by both parties, including any advice and recommendations.
2. Provision of Parts and Services
- 2.1 Parts and Services: Upon the Customer’s payment of the Price, Truck & Engineering Services Otaki Ltd agrees to provide the Customer with the specified Parts and/or Services, subject to the terms and conditions detailed below.
3. Price and Payment
- 3.1 Price: The Customer shall remit the Price to Truck & Engineering Services Otaki Ltd in full, without deduction, setoff, or counterclaim, upon the completion of Services or delivery of Parts, and before vehicle collection or delivery
- 3.2 GST: The parties acknowledge that, unless explicitly stated otherwise, all amounts mentioned in and payable under this Agreement do not encompass GST. Any such amounts must be adjusted for GST if the relevant supply is subject to GST, payable concurrently with the Price.
- 3.3 Payment: Payment can be made through cash, electronic banking, credit card (subject to a surcharge), or other agreed methods between the Customer and Truck & Engineering Services Otaki Ltd.
- 3.4 Reimbursable Expenses: Besides the Price, the Customer shall reimburse Truck & Engineering Services Otaki Ltd for any legitimate expenses related to the delivery, installation of Parts, or provision of Services.
- 3.5 Default Interest: If any payment remains overdue, the Customer will be subject to an interest rate of 2% per month, calculated daily, until full payment is received by Truck & Engineering Services Otaki Ltd. Charging interest does not imply an extension of credit.
- 3.6 Debt Recovery: Any/all costs incurred by Truck & Engineering Services Otaki Ltd in recovery of overdue amounts shall be added to the overdue total.
4. Title and Risk
- 4.1 Passing of Title: Ownership of supplied Parts remains with Truck & Engineering Services Otaki Ltd until full payment of the Price and any other owed amounts has been received.
- 4.2 Possession of Parts: If the Customer possesses any Parts, until full payment has been received, the Customer acts as a bailee and holds the Parts on trust for Truck & Engineering Services Otaki Ltd.
- 4.3 Risk: The Customer assumes the risk of loss, damage, or deterioration to the supplied Parts from the time of collection or delivery.
- 4.4 Insurance: The Customer is responsible for insuring the Parts for their full replacement value after risk has transferred to the Customer.
- 4.5 Damage or Destruction: If Parts are damaged or destroyed prior to title transfer, Truck & Engineering Services Otaki Ltd is entitled to insurance proceeds, with priorities outlined in the Agreement.
- 4.6 Application of Insurance Proceeds: Insurance proceeds are allocated to the Price for damaged Parts, other monies due under the Agreement, and any remaining balance paid to the Customer
5. Delivery and Installation
- 5.1 Delivery: Truck & Engineering Services Otaki Ltd will deliver and install the Parts and/or Services at its primary trading location, according to specified delivery dates or within a reasonable timeframe after Repair Order confirmation.
- 5.2 Delivery Dates: Delivery dates are approximate, and Truck & Engineering Services Otaki Ltd is not liable for costs resulting from delays beyond its control.
- 5.3 Customer Acknowledgements: Customer acknowledges that availability may affect Parts and/ or Services, Truck & Engineering Services Otaki Ltd disclaims responsibility for third-party workmanship and quality, test drives or vehicle transport may be required without liability, and Customer should insure vehicles on Truck & Engineering Services Otaki Ltd premises.
- 5.4 Delay or Refusal to Accept Delivery: Refusal or delay in collecting or accepting Parts and/or Services may incur additional costs for the Customer.
- 5.5 Inspection: Customer must inspect completed installations within 14 days and report any defects, otherwise, Parts and/or Services are deemed satisfactory.
6. Loan Vehicles (only available at select locations)
- 6.1 Hire/Loan: Loan Vehicles can only be driven by authorized individuals, with adherence to insurance requirements and care obligations.
- 6.2 Obligations: The Customer assumes liability for Loan Vehicle damage or loss during the hire/ loan period and agrees to operating and maintenance terms.
7. Warranties
- 7.1 Truck & Engineering Services Otaki Ltd Warranty: Truck & Engineering Services Otaki Ltd warrants compliance of Parts and/or Services with specifications, warranties, and standards. No representations should be made without Truck & Engineering Services Otaki Ltd consent.
- 7.2 Third Party Warranty: Truck & Engineering Services Otaki Ltd passes on thirdparty warranties to Customer but retains no liability beyond those warranties’ terms.
- 7.3 Exclusions: For trade customers, the Consumer Guarantees Act provisions are excluded. For non-trade customers, Consumer Guarantees Act and Fair-Trading Act rights remain unaffected.
8. Liability
- 8.1 Force Majeure: Non-performance due to a Force Majeure Event excuses liability for non-performance during the event’s duration.
- 8.2 Parts and/or Services Liability: Liability for Parts and/or Services is limited to repair or replacement of defective items, subject to manufacturer’s warranties, or damages up to the Price paid.
- 8.3 Exclusions: Liability exclusions include special, consequential, or indirect damages, breaches attributable to Customer, and Force Majeure-related damage.
- 8.4 Indemnity: Customer indemnifies Truck & Engineering Services Otaki Ltd against harm or loss.
- 8.5 Claims: All circumstances that could give rise to claims must be notified in writing to the Truck & Engineering Services Otaki within 30 days. Full claims & costs must be furnished in writing within 12 months of the notification
- 8.6 Consequential Losses: Neither party is liable for direct or indirect losses & flow on losses
- 8.7 Limitation of Liability: Truck & Engineering Services Otaki maximum liability where negligent is limited to $100,000