Terms of Trade

1. The Directors (in the case of a Company), or the Partners (in the case of a Partnership), or the Trustees (in the case of a Trust), or the individuals (in the case of Sole Traders or Private Individuals), are personally liable for all debts owing to the Company, and by signing the Gallivan Group  Ltd Customer Engagement form, or the Gallivan Group  Ltd Quotation Acceptance form, provide a personal guarantee of all moneys owing to the Company.

2. All obligations herein are joint and several. All obligations herein shall bind the Customer, their executors, administrators, successors and assigns.

3. The Company advises the Customer that it conducts its business under the terms of the Construction Contracts Act (2002).

 

PAYMENTS

4. Prior to commencement of the work the Company requires payment of a deposit comprising 20% + GST of the labour and transport costs plus the lesser or one month or total expected, equipment rental price.  Ongoing rental is invoiced and payable in advance. 

5. Payments are due as clause 4 above unless otherwise stated in the contract; unless payments are due within 7 days of invoice date or other terms have been agreed by the Company; or unless the Company has extended the Customer a credit facility.  If the Customer supplies the Company a credit card number for payment of any charges, the Customer authorises the Company to process payments for any charges from the credit card during or after the term of hire, at the Company’s discretion.

 

6. The Company reserves the right to decline a credit application, to limit the extent of credit, and/or to withdraw credit facilities at any time.

 

7. All amounts payable by the Customer are to be paid free and clear of, and (to the extend required by law) without deduction or withholding on account of any tax.

8. All payments (cleared funds) will be credited to the Customer’s account in the normal course of business.

9. The Customer authorizes the Company at its sole discretion, to enter its interest in the Personal Property Securities Register and the customer hereby waives its right to be notified of any such registration of interest. 

10. The Company reserves the right to correct any errors and omissions in relation to its quotations, payment claims or invoices.

UNPAID ACCOUNTS

11. If any amount due is not paid by the due date the Company may apply to the overdue amount a one-off 5% penalty charge. This penalty charge will be added to the previous overdue amount as at the due date and so will form a ‘new’ overdue amount.

12. The Company may also charge interest on any overdue balance from the due date to the actual date of payment, at a rate of 24% (twenty four percent) per annum.

RECOVERY OF DEBT

13. The Customer shall pay all costs directly and reasonably incurred by the Company in the enforcement and collection of any overdue amounts including any penalties, interest, legal fees, commissions or other associated collection charges.

 

OWNERSHIP OF GOODS

14. Until the Company has received payment in full in respect of goods and services and other costs provided to the Customer:

a) The ownership of the goods delivered shall not be transferred to the Customer but shall remain with the Company; and

b) The relationship of the Customer to the Company shall be fiduciary in respect of the goods which shall be held by the Customer as bailee; and

c) The Customer shall store the goods in such a way that identifies the goods as the property of the Company; and

d) The Customer shall not sell or otherwise dispose of or deal with the goods or do any act that may affect or defeat the Company’s title to the goods PROVIDED THAT the Customer may with the Company’s prior consent as fiduciary, deal or otherwise dispose of the goods in the normal course of trade on the understanding that the proceeds of disposition shall at all times be the property of the Company. The Customer shall account directly to the Company for the proceeds of such disposition or such payments held on trust for the Company in a separate account; and

e) The Customer irrevocably authorises the Company its agents and servants for so long as title to the goods remains with the Company to search for and remove the goods and for that purpose to enter into any premises where they may be found using such force as is necessary. The Customer will indemnify the Company against any costs and liabilities that may arise as a result of the entry by the Company into any premises or the seizure by the Company of any goods under this clause.

 

SCHEDULE I  –  Gallivan Group  Ltd General Conditions of Trading

The following conditions are incorporated into every contract between the Customer and the Company for the supply by the Company of goods and services. No variation or waiver to these conditions are recognized or binding on the Company unless that variation or waiver is in writing and signed by the Company and annexed hereto.

 

General Conditions of Trading – In respect of both HIREAGE and SALES

In these terms and conditions:

 

“CGA” means the Consumer Guarantees Act 1993.

“Company” means Gallivan Group  Limited, a company duly incorporated in New Zealand, and its subsidiaries.

“Customer” means the person or persons, firm, company or incorporation purchasing or hiring any Goods from the Company.

“Company’s Premises” means the premises from which the Company ordinarily carries out business.

“Contract Price” means the price specified by the Company in a Quotation, together with any additional expense incurred as a result of changes made by or at the request of the Customer, or by delay in the continuity of the work caused by any act or default of the Customer or any other party engaged by the Customer.

“FTA” means the Fair Trading Act 1986.

“Goods” means the goods supplied by the Company to the Customer either by means of hire or sale as described in the invoice issued by the Company to the Customer in respect of the relevant order.

“PPSA” means the Personal Property Securities Act 1999.

“Quotation” means a quotation given to the Customer by the Company.

“Quotation Acceptance Form” means a Company generated quotation acceptance form.

“Services” means the services supplied by the Company to the Customer as described in the invoice issued by the Company to the Customer in respect of the relevant order.

 

1. Orders:

(a) Quotations given by the Company do not constitute an offer by the Company.

(b) Unless otherwise agreed, all orders made by the Customer must be made in writing (by mail, email or facsimile), on an Gallivan Group  Ltd Quotation Acceptance Form.

(c) No order placed by the Customer is binding until such time as the order has been accepted by the Company in writing (by mail, email or facsimile).

(d) Unless otherwise agreed, any verbal order placed by the Customer must be confirmed in writing (by mail, email or facsimile) within three days and the Company will not act in response until such confirmation is received.

(e) No order from the Customer will be accepted other than on these conditions of trading, and any terms proffered by the Customer are hereby excluded.

 

2. Charges:

(a) Prices quoted by the Company for Goods and Services are based on the cost of labour, materials, freight, insurance and exchange rates as at the date of the Quotation and are given on the basis that the Company will perform the work for the supply and/or preparation of the Goods during normal business hours.

(b) Subject to clause 2(c), the price specified by the Company may be varied to the extent that any overtime or extra shifts outside of normal business hours are required.

(c) Clause 2(b) will not apply where Goods or Services are supplied to a “consumer” under the FTA.

 

3. Contract Price:

(a) The Contract Price does not include any costs associated with the delivery, return, assembly, construction, or erection of Goods (including the costs associated with any crates, cases or bundling that are used to package the Goods for delivery (unless the quotation specifically states that packing costs are included therein) and unless specifically stated otherwise, such costs will be paid by the Customer.

(b) Subject to clause 3(c), if, in calculating the Contract Price, the Company makes any errors or omissions, the Contract Price may be adjusted to correct those errors or omissions.

(c) Clause 3(b) will not apply where Goods or Services are supplied to a “consumer” under the FTA.

(d) Any additional expense incurred as a result of changes made by or at the request of the Customer, or by delay in the continuity of the work caused by any act or default of the Customer or any other party engaged by the Customer, will be payable by the Customer in addition to the specified Contract Price.

(e) The Contract Price is exclusive of goods and services tax (‘GST’) which is payable by the Customer in addition to the Contract Price.

 

4. Cancellation:
The Customer is not entitled to cancel any order accepted by the Company. If the Company agrees to a request for cancellation, the Company may charge the Customer for part or all of the costs and expenses incurred in respect of the cancelled contract (including, without limitation, indirect and consequential losses and loss of profit and any other form of economic loss).

 

5. Delivery:

(a) The Company will use reasonable endeavours to deliver the Goods at the time and date for delivery specified by the Company. However, the Company has no liability whatsoever (including, without limitation, indirect or consequential loss or damage or for any loss of profit (or any other form of economic loss)) that arise as a result of any delayed delivery. The Customer acknowledges that the Company accepts no liability for any claims or losses arising from its failure to meet the delivery date. Delayed delivery does not invalidate the contract or subject the Company to any penalty and the Customer will accept the Goods when delivered and pay the Contract Price notwithstanding any such delay.

(b) The Customer (or their authorised representative) must be present at the time and place of the delivery, will fully inspect the Goods and verify their general condition and repair, and by placing their signature on an Gallivan Group -approved document acknowledge that it has fully inspected and accepted the Goods in good condition and repair. Failure to inspect and confirm, in no way limits the Customer’s liabilities in respect of the contract and/or these terms.

(c) Unless otherwise agreed the Customer must take delivery of the Goods at the Company’s Premises. If the Company arranges delivery of the Goods to the location specified by the Customer, the cost of such delivery will be charged to the Customer and unless the Contract Price specifically includes transport those costs are in addition to the Contract Price.

(d) Delivery is deemed to have been effected:

(i) where the Company does not arrange delivery, upon the Customer (or its authorised representative) taking possession of the Goods at the Company’s Premises;

(ii) where the Company arranges delivery, upon the Goods being delivered to the location specified by the Customer; or

(iii) upon the date the Goods are due and available for delivery and the Company is willing and able to effect delivery, regardless of whether the Customer takes or accepts delivery of the Goods.

(e) Where the Goods are available and due for delivery and the Customer fails to take or accept those Goods the Company may charge the Customer for the cost of transportation and storage, together with all other costs incurred by the Company in respect of maintaining the Goods at the Company’s Premises.

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6. Default: If:

(a) the Customer fails to pay any amount owing on the due date or is in breach of any other terms and conditions of this contract or any other contract between the Customer and the Company, and such default continues for three days;

(b) the Customer has an execution levied against it, becomes bankrupt or insolvent, or commits any act of bankruptcy or enters into or attempts to enter into any compromise or arrangement with its creditors (voluntary, informal or otherwise) or in the case of a company, does any act which would render it liable to be liquidated or have a receiver or statutory manager appointed over its property or if it has a liquidation order made against it or passes or attempts to pass a resolution for liquidation or is a party to the appointment of a liquidator or has a manager or receiver appointed over the whole or any part of its property or undertaking;

(c) the Company believes the Goods to be at risk for any reason whatsoever, including but not limited to the manner in which the Goods are used, or adverse weather or work conditions;

or

(d) the Goods are damaged lost, stolen or destroyed,

then:

(e) the Contract Price and any other amounts outstanding with the Company together with any penalties and interest payable , will immediately become due and payable;

(f) the Company may retake possession of any of the Goods provided to the Customer and for that purpose may, without notice, directly or by its agents, enter the premises where the Goods may be situated. In such event all costs and expenses incurred by the Company in the recovery of the Goods are to be paid by the Customer; and

(g) the Company may cancel any outstanding order with the Customer or all or any part of any contract with the Customer which remains unperformed in addition to and without prejudice to its other remedies. The rights of the Company under this paragraph are exercisable without prejudice to all other rights and remedies of the Company in consequence of the default or defaults of the Customer. The Company will not be liable for any loss of profits, consequential, indirect or special damage, loss or injury of any kind suffered by the Customer or any other person arising from termination of the contract or repossession of the Goods.

 

7. Representations and warranties:

(a) No representation, undertaking or warranty made by the Company or any agent, employee or representative of the Company will apply to this contract or any contract collateral to this contract unless recorded in writing and annexed hereto.

(b) All warranties, descriptions, representations or conditions whether implied by law, trade, custom or otherwise are, and all other liability of the Company, whether in tort (including negligence), contract or otherwise is, expressly excluded to the fullest extent permitted by law.

(c) Specifically, where the Customer is acquiring the Goods for the purposes of a business, the parties acknowledge and agree that: (i) the parties are in trade; (ii) the Goods are both supplied and acquired in trade; (iii) the parties agree to contract out of sections 9 (misleading and deceptive conduct generally), 12A (unsubstantiated representations), 13 (false or misleading representations) and 14(1) (false representations and other misleading conduct in relation to land) of the FTA; and (iv) all warranties, conditions and other terms implied by the CGA or sections 9 (misleading and deceptive conduct generally), 12A (unsubstantiated representations), 13 (false or misleading representations) and 14(1) (false representations and other misleading conduct in relation to land) of the FTA are excluded from these terms and conditions to the fullest extent permitted by law. The Company hereby expressly contracts out of section 12 (guarantee as to repairs and spare parts) of the CGA and does not undertake in accordance with that section that repair facilities and spare parts will be available for the Goods. The parties agree and acknowledge that the exclusions contained in this clause 62 are fair and reasonable.

 

8. Liability:

(a) Insofar as the Company may be liable notwithstanding clause 7, to the extent permitted by law , the total liability of the Company whether in tort (including negligence), contract or otherwise for any loss, damage or injury arising directly or indirectly from any defect in or noncompliance of any Goods or any other breach of the Company’s obligations is limited to the lesser of:

(i) the price of the relevant Goods;

(ii) the cost of repairing or replacing the defective Goods; or

(iii) the actual loss or damage suffered by the Customer.

(b) If Goods are returned by the Customer, or if the Customer makes a claim in writing to the Company in relation to Goods or Services provided, the Company may, at its discretion, repair or replace the Goods or re-perform the Services, or refund the purchase price of those Goods to the Company, provided that:

(i) the Goods must be returned or the claim must be made in writing to the Company within seven days of date of delivery; and

(ii) the Company must be given a reasonable opportunity to inspect the Goods.

(c) Except where statute expressly requires otherwise, the Company is not liable in any event for any loss of profits, consequential, indirect or special damage, loss or injury of any kind suffered by the Customer or any other person.

(d) While the Company will make every effort to ensure the accuracy of any advice, recommendation, information, assistance or Service provided by the Company in relation to the Goods or their use or application, the Company does not accept any liability or responsibility in response to that advice, recommendation, information, assistance or Service.

(e) Where the Customer is acquiring the Goods for the purpose of re-supplying them in trade, the Customer will:(i) include a provision in its terms of sale to the effect that the CGA will not apply where a purchaser acquires or holds itself out as acquiring the Goods for the purposes of a business;

(ii) notify its purchasers of the effect of clause 8(e)(i); and

(iii) indemnify the Company for and against any liabilities, losses, damages, claims, costs or expenses of whatever kind and nature incurred by the Company as a result of the Customer failing to take the action required under this clause 8(e).

 

9. Training/Inductions:

Where training or induction is required for Company staff that is outside the standard on site access induction, the Customer will pay for the training/induction and pay the Company for the time (hours) spent attending training or induction by Company staff.

 

10. Obligations:

Until the Contract Price for the Goods has been paid in full in the case of the purchase of Goods, and at all times in the case of the hire of Goods, the Customer must:

(a) keep full and complete records of the Goods;

(b) return the Goods if requested to do so by the Company following non-payment of any amount owing by the Customer to the Company or non-fulfilment of any other obligation of the Customer to the Company, without limiting any other right the Company may have;

(c) give the Company the right to inspect the Goods or any part of them at all reasonable times; and

(d) not change its name, address or contact details without providing the Company with at least 30 days prior written notice.

 

11. PPSA:

Notwithstanding any other clause in this contract:

(a) the Customer acknowledges that title to the hired Goods remains with the Company at all times and title to the Goods sold remains with the Company until the Contract Price is paid in full;

(b) the Customer acknowledges that the hire or acquisition of the Goods under this contract creates a security interest in the Goods and the provisions of this clause 11 apply to any such hire and acquisition of Goods by the Customer from the Company. All terms in this clause 11 have the meaning given in the PPSA and section references are references to sections of the PPSA;

(c) on the request of the Company, the Customer must promptly execute any documents, provide all necessary information and do anything else required by the Company to ensure that the security interest created under this contract constitutes a perfected security interest in the Goods and their proceeds which will have priority over all other security interests in the Goods;

(d) the Customer will pay to the Company all costs and expenses incurred by the Company in relation to the filing, amendment and discharge of a financing statement or financing change statement in connection with the contract; and

(e) the Customer waives, and otherwise contracts out of, its rights under sections 114(1) (a), 116, 117, 119, 120(2), 121, 125, 129, 131, 132, 133, 134 and 148 of the PPSA.

 

12. Intellectual Property:

(a) Any technical drawings and illustrations prepared by the Company in the course of determining the Contract Price at all times remain the property of the Company. The Company may apply a charge for such work at its sole discretion.

(b) The intellectual property rights in respect of the Goods and the erection, construction and assembly of the Goods remains with the Company notwithstanding the sale or hire of the Goods to the Customer. In the event that the Goods are modified or altered by the Company or by the Customer or by a third party with the Company’s prior written permission (in respect of hired Goods) the intellectual property rights in such modifications or alterations will remain the property of the Company.

(c) Where the Company has followed a design or instruction given by the Customer, the Customer will indemnify the Company against all damages, penalties, costs and expenses of the Company in respect of which the Company may be liable through any work required to be done in accordance with those designs or instructions involving an infringement of a patent, trademark, registered design or common law right. The Customer warrants that any design or instruction furnished or given by the Customer will not cause the Company to infringe any letters patent, registered design, trademark or common law right.

 

13. Illustrations:

Any illustrations of Goods given by the Company are given as an aid to identification only and are not intended as a condition of the terms of contract nor does the Company warrant that the Goods will correspond with the illustration.

 

14. Indemnity:

The Customer fully and completely indemnifies the Company against any and all claims, actions, suits, proceedings, costs, expenses, damages and liability, including (without limitation) all legal fees arising out of or connected with or resulting from any breach by the Customer of its obligations under this contract or as a result of injury to any person or property caused by or in connection with the use by the Customer of the Goods (including without limitation the manufacture, selection, delivery possession, use, operation or return of the Goods) whether arising in law or equity.

 

15. Privacy:

The Customer irrevocably authorises the Company to collect any information that it (in its sole discretions) determines it requires in relation to this contract (including, but not limited to, any information required order for it to undertake its credit or other enquiry about the Customer and to update its records from time to time) from any person or other entity. The Customer authorises the Company to disclose to any third party details of this application and any subsequent dealings that the Customer has or may have with the Company. The Customer acknowledges that to the extent provided under the Privacy Act 1993 the Customer is entitled to have access to and to request correction of any of the information that the Company has collected and that it holds about them pursuant to this application for credit. The Customer agrees to notify the Company of any changes to the particulars provided within this application.

 

16. Force Majeure:

The Company will not be liable for any delay alteration or failure to perform its obligations under this contract if occasioned by any event beyond the Company’s control (‘force majeure’). The performance of the Company’s obligations under this contract will be suspended for the period of any delay due to force majeure. Any additional costs incurred by the Company due to events beyond its control are payable by the Customer.

 

17. Waiver:

Failure or omission by the Company at any time to enforce or require strict or timely compliance of any provision of this contract will not affect or impair that provision in any way or the rights of the Company to avail itself of the remedies it may have in respect of any breach of that provision whether pursuant to this contract or at law or in equity.

 

18. Set-off:

In no event will the hire or other charges payable by the Customer be subject to any set-off, deduction or counterclaim of any kind by the Customer.

 

19. Company Expenses:

The Customer will pay the costs and expenses including the legal fees incurred by the Company in exercising any of its rights or remedies or enforcing any of the terms, conditions or provisions of this contract.

 

20. Severance:

The illegality, invalidity or unenforceability of a provision of this contract under any law does not affect the legality, validity or enforceability of that provision under another law or the legality, validity or enforceability of any other provision of this contract.

 

21. Assignment:

This contract is personal to the Customer and is not capable of assignment whether in whole or in party by the Customer. The Customer must not sublet the Goods to any other person.

 

22. Variation:

No variation or waiver of these terms and conditions will be recognised or binding on the Company unless that variation is in writing and signed by the Company.

 

23. Joint and several:

All obligations in this contract are joint and several and will bind the Customer, their executors, administrators, successors and permitted assigns.

 

Further Conditions of Trading- In Respect of HIREAGE

 

24. Availability:

(a) All hired Goods offered by the Company pursuant to any Quotation or otherwise are subject to equipment availability at the date of receipt of the relevant order.

(b) Subject to clause 24(c), should alternative hired Goods be substituted the Contract Price may be altered accordingly.

(c) Where Goods are hired by a ‘consumer’ for the purposes of the FTA, clause 24(b) will not apply and the Company will notify the Customer and confirm the substitution before supplying substituted Goods.

 

25. Minimum Hiring Period:

Unless otherwise specified, the minimum hiring period is one week. Unless otherwise agreed, hire costs commence on the day the hired Goods are deemed delivered in accordance with clause 5, and terminate (subject to clause 6) the day on which the hired Goods are returned to the Company.

 

26. Ownership:

The hired Goods are and will at all times remain the sole and exclusive property of the Company. The Customer has no right, title or interest in the hired Goods. The Customer covenants and agrees not to assign, charge, encumber, mortgage, pledge, sell, sub-let or hire out or otherwise part with possession or control of the hired Goods or any part thereof or attempt to do so during the term of the contract, unless so authorised by the Company in writing.

 

27. Site Access:

The Company has the right of access to any site to which the hired Goods have been or are to be delivered at all times and for any purposes connected with the hire transaction. When agreed site access is not available to the Company, additional costs associated with delay in delivery or collection of equipment, labour or materials will be charged to the Customer.

 

28. Site Conditions:

On site conditions not already identified or out of the Company’s control (e.g. Asbestos, noise, dust) may incur additional charges to the Customer.

 

29. Site placement of equipment:

Where a change to an agreed on site equipment placement area results in the Company incurring additional costs, these costs will be charged to the Customer.

 

30. Location of Hired Goods:

The hired Goods must be located at the Customer’s nominated site and, except in respect of the return of hired Goods to the Company, must not be removed from such site without the prior written consent of the Company.

 

31. Operation of Goods:

The Customer must comply with all applicable laws, by-laws and regulations; take out and maintain all licenses; meet all operating expense relating to the use, operation and maintenance of hired Goods; and do so at its sole cost and expense. The Customer covenants and agrees to take all reasonable care in the housing, handling and operation of the hired Goods so as to prevent damage to or loss or destruction of the hired Goods and in particular:

(a) to take all reasonable and prudent measures to keep the hired Goods secure and in a safe place when not in use;

(b) to operate or use the hired Goods or permit the hired Goods to be operated or used only by properly skilled and experienced persons who are not under the influence of alcohol or drugs in all respects in accordance with the requirements of statute or common law; and

(c) to ensure that the hired Goods are used solely for the purposes intended by the manufacturer having regard to the capabilities and limitations of the hired Goods.

 

32. Condition, Return and Maintenance:

The Customer must, at the expense of the Customer:

(a) return the hired Goods in good working order, repair and condition and will ensure that the hired Goods are regularly cleaned and oiled and will neither abuse nor misuse the hired Goods, fair wear and tear resulting from proper use excepted;

(b) immediately notify the Company in the event that the hired Goods have been lost, stolen, damaged or destroyed or if the hired Goods are not operating in their proper manner;

(c) not permit any repairs, additions, alterations or adjustments to be made to the hired Goods by any person other than by the Company or its sub-contractors, and further not to modify or merge all or any part of the hired Goods with any other Goods without the prior written consent of the Company. The Customer acknowledges that if it is in breach of this clause 33(c) then any warranties specifically given in writing by the Company in respect of the safety of the hired Goods and/or fitness for the purpose is null and void.

 

33. Lost, Stolen, Damaged or Destroyed Goods: The Customer will:

(a) pay any costs and expenses incurred by the Company to replace any hired Goods at market cost of the hired Goods (as determined by the Company), that result from loss, theft, damage or destruction of those hired Goods;(b) pay any costs or expenses incurred by the Company to repair maintain alter or adjust the hired Goods if such repair, maintenance, alteration or adjustment is, in the sole determination of the Company (acting reasonably) due to the fault of the Customer (fair wear and tear resulting from proper use excepted); and

(c) ensure that, prior to taking delivery of the hired Goods, it has (at its own cost) insurance cover in place with a reputable insurer which provides for the full replacement value of the hired Goods and, if requested by the Company, will immediately provide evidence of the existence and currency of such insurance to the Company.

 

34. Returns and Pickup:

The Customer will give three days notice of intention to return the hired Goods or request pickup ex-site. The Customer or their authorised representative must be present at the time and place of the return of the hired Goods, is to fully inspect and verify the quantities and general condition and repair of the hired Goods being returned, and will confirm the above by placing their signature on a Company-approved count sheet. Failure to so inspect and confirm the quantities and general condition and repair of the hired Goods being returned will in no way limit the Customer’s liabilities in respect of this contract. The decision, by the Customer, to return the hired Goods to the Company before the end of the agreed hire period does not enable the Customer to claim a refund or reduction of the Contract Price or any other charge.

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35. Risk:

Notwithstanding that title in the Goods may remain with the Company, the risk in respect of the Goods will pass to the Customer at the date of delivery or deemed delivery pursuant to clause 5.

 

36. Title:

It is agreed by the Customer that property in the Goods does not pass until payment of the Contract Price has been made in full and that the Goods, or proceeds of sale of the Goods, will be kept separate until the Company has received the Contract Price in full, and:

(a) The Customer will hold the Goods or any of them on trust for the Company as bailee of the Company.

(b) The Customer will store the Goods without cost to the Company separately from other goods in the possession of the Customer, and clearly distinguish and identify the Goods as the Company’s goods.

(c) If the Customer sells or trades the Goods the Goods will be sold at market value (as determined by the Company) on account of the Company.

(d) While the Customer will deal as principal and the Company will not be liable to any person with whom the Customer deals nevertheless the Customer will hold the entire proceeds of sale or other dealing in respect of the Goods in trust for the Customer in a separate account for the Company.

(e) The Customer will not deal with the money of the Company in any way that adversely affects the Company.

(f) The Customer must not charge the Goods in any way nor give any interest in the Goods while they remain the property of the Company.

(g) The Customer will ensure that it has (at its own cost) insurance cover in place with a reputable insurer which provides for the full replacement value of the Goods and, if requested by the Company, must immediately provide evidence of the existence and currency of such insurance to the Company.

 

37. Loss or Damage in Transit:

If the Company arranges for delivery of the Goods and such Goods are lost or damaged in transit before risk passes to the Customer the Company will at its sole discretion replace, repair or give credit for those Goods only if the Customer notifies the Company in writing within seven days after delivery of the Goods in the case of damage or short delivery or within seven days of receipt of the Company’s invoice in the case of non-delivery of the whole of the consignment of the Goods.

 

38. Sales Returns:

In the event the Goods are defective or do not conform to the specifications in any way the Customer must notify the Company within seven days of receipt of the goods by notice in writing and the provisions of clause 8 (Liability) of this contract shall apply.