1. General

1.1 All Goods and/or Services provided to the Customer by TESTntel are subject to the following terms and conditions (“Terms”). These Terms, together with any Service Agreement, or works requisition or similar order form constitute the entire agreement (“Agreement”) between the Customer and TESTntel for the Goods provided and/or Services performed.
1.2 Any amendments to these Terms must be agreed upon by TESTntel in writing.
1.3 If any provision of these Terms is invalid or unenforceable for whatever reason, the remaining provisions shall remain in full force and effect.
1.4 If the Customer is a company or trust, each director or trustee (as the case may be) of the Customer who signs these Terms warrants that he/she is authorised to enter into the contract on behalf of the Customer.
1.5 If anything in these Terms is inconsistent or conflicts with any provision of the Services Agreement the Service Agreement shall prevail.
1.6 The Customer must not assign or transfer any of their rights or obligations under this Agreement to any other person.
1.7 If, at any time, TESTntel does not enforce any of these Terms or grants the Customer time or other indulgence, TESTntel will not be construed as having waived that term or its rights to later enforce that or any other term.
1.8 These Terms are subject to and governed by the laws of New Zealand.
1.9 If the Customer orders or accepts Goods or Services, the Customer will be deemed to have accepted these Terms.

2. Definitions
 
2.1 In these Terms and in any works requisition or similar form: “TESTntel” means Test & Tag International Limited and includes any trading division as part of TESTntel International Limited that supplies Goods and/or Services to the Customer. “Customer” means the Customer named on the Service Agreement, works requisition, or similar order form and includes any part placing an order with TESTntel. “Goods” means all goods or chattels provided by TESTntel to the Customer. “Services” means all services provided by TESTntel to the Customer. “Service Agreement” means the agreement between the Customer and TESTntel the purpose of portable appliance testing at the Customers nationwide to which these terms are annexed as Annex D.
2.2 Headings are used as a matter of convenience only and shall not affect the interpretation of these Terms.

3. Use of Information
 
3.1 For the purposes of facilitating the administration of TESTntel business, the Customer authorises TESTntel: 3.1.1 To collect all information it may require about the Customer from any third parties and authorises those third parties to release that information to TESTntel;
3.1.2 To hold all information given by the Customer or any third party to TESTntel; and
3.1.3 To use that information including giving the information to any other person to facilitate collection of debts from the Customer.
3.2.2 The information will be collected, held, and used on the condition that:
3.2.1 It will be held securely at the TESTntel Offices referred to in the Service Agreement and/or TESTntel Invoice; 3.2.2 It will be accessible to any of TESTntel employees and agents who need access to it for the administration of TESTntel business, and
3.2.3 The Customer may request access to and correction of it at any time.
 
4. Price and Cost estimates

4.1 Unless otherwise expressly stated, all prices will be those set out in Annex B of the Service Agreement.
4.2 Unless otherwise stipulated in writing, the price of all Goods and Services excludes any amount payable in respect of GST, which will be paid by the Customer in addition to the price.
4.3 Cost estimates for any repair work are based on the cost of labor, materials and equipment, freight, and variable and fixed expenses and, where appropriate, rates of currency exchange operating at the date of quotation.
4.4 Any variation in the number of Goods supplied to the Customer after the date of the quotation shall be at the Customer’s expense. The Goods shall be priced at either the price applicable to the original quantity under the quotation or such other price as TESTntel may determine in its absolute discretion.

5. Payments
 
5.1 All Goods and Services must be paid for in full no later than the 20th of the month following the month in which work has been completed.
5.2 TESTntel may, however, in its absolute discretion, allow payment on some other basis specified in writing by TESTntel.
5.3 Payment must be made by the due date by way of cleared funds in full without deduction, counterclaim or set-off whatsoever.
5.4 Invoices issued by TESTntel will be a valid tax invoice with details of Services and Goods (if any) provided. Unless otherwise agreed in writing the amount payable shall be that shown on the invoice.
5.5 If the Customer disputes any or all of an amount contained in an invoice, the Customer will:
5.5.1 Immediately notify TESTntel of the dispute and provide reasons for the dispute;
5.5.2 Pay the undisputed amount by the due date specified in the invoice, and
5.5.3 Negotiate in good faith with TESTntel to resolve the dispute.
5.6 If payment is not made by the due date TESTntel may, without prejudice to its other remedies, charge the Customer a late payment of a fee of $20 per month for which payment remains outstanding.
5.7 TESTntel may deduct or withhold any amount (whether by way of counterclaim, set-off, or otherwise) from any money owing by TESTntel to the Customer on any account whatsoever.

6. Default
 
6.1 If the Customer fails to make a payment on any invoice when due or becomes insolvent, commits an act of bankruptcy, is adjudicated bankrupt, or makes any composition or arrangement with creditors or being a company goes into liquidation whether compulsory or voluntary other than for the purpose of and followed by amalgamation or reconstruction, or has a receiver appointed of any part of its business or assets then TESTntel reserves the right and the Customer agrees that TESTntel is entitled:
6.1.1 To treat all sums due or to become due from the Customer whatsoever as immediately due and payable;
6.1.2 To immediately cancel or suspend delivery of Goods and the provision of Services;
6.1.3 To withhold the further supply of Goods and Services on credit.
6.2 Any expenses, disbursements, and legal costs incurred by TESTntel in the enforcement of any rights contained in these Terms shall be paid by the Customer, including any reasonable solicitor’s fees or debt collection agency fees.

7. Returns

7.1 Except for provisions as per Clause 10 Warranties, Goods will not be accepted back for credit by TESTntel from the Customer without the express approval of TESTntel. Claims must be made within 20 days of the supply of the goods.
7.2 TESTntel will not accept product returned for credit that is in any way damaged by the Customer, or product that has been specially manufactured or procured for the Customer.
7.3 TESTntel, should agree to accept returns be granted, shall be entitled to charge the Customer a re-stocking fee of 15% of the selling price for product returned in good merchantable quality.

8. Security and Title
 
8.1 TESTntel retains legal and equitable title to any Goods supplied to the Customer until full payment is made for the Goods and all other Goods and Services supplied by TESTntel.
8.2 Notwithstanding that ownership of any Goods may remain with TESTntel; all risk in relation to any Goods supplied will pass to the Customer on delivery.
 
9. Credit
 
9.1 TESTntel may review, limit, vary or withdraw credit at any time without liability to the Customer.
 
10. Warranties
 
10.1 In respect of any components of the Goods which are manufactured and/or supplied by a Supplier, then:
10.1.1 no warranties are given by TESTntel in respect of such components;
10.1.2 if the Supplier provides any warranty as to those components, then TESTntel (to the extent that it is reasonably able) shall make such warranty available to the Customer;
10.1.3 TESTntel shall in no event be held liable to pay to the Customer any amount in excess of such amounts (if any) as it shall have received from the Supplier.
10.2 For the avoidance of doubt, it is confirmed that any decision by TESTntel to recall or replace products that contain components manufactured and/or supplied by a Supplier in any particular instance shall be at the sole discretion of TESTntel.
10.3 TESTntel warrants that it shall make good any defects in materials or workmanship in any Goods which it has manufactured (subject to clauses 10.1 and 10.2), within six months from the date of delivery. No claim shall be accepted unless written notice of the claim including full details of the defect is received by TESTntel as soon as reasonably possible after the defect is discovered.
10.4 No claim under clause 10.3 shall be accepted by TESTntel if:
10.4.1 an attempt to repair the defective Goods is made by anyone other than a person authorised by TESTntel:
10.4.2 the defective Goods were stored, maintained, or operated other than in accordance with best trade practice, or contrary to any instructions referenced with the Goods.
10.5 If TESTntel fails to comply with the terms of clause 10.3, TESTntel’s liability for such failure shall be limited as set out in clause 11 below.

11. Exclusion and Limitation of Liability

11.1 Except as expressly provided in these Terms, all warranties, undertakings, inducements, or representations whether express, implied, statutory, or otherwise relating in any way to the Goods, Services, or to these Terms are, to the maximum extent permitted by law, expressly excluded.
11.2 Nothing in these Terms limits any rights the Customer has under the Consumer Guarantees Act 1993 (“Act”) and these Terms must be read subject to those rights.
11.3 Where these Terms would otherwise be subject to the Act and the Customer is acquiring the Goods and/or Services supplied by TESTntel for business purposes, the Customer agrees that the Act will not apply.
11.4 Except where applicable law expressly requires otherwise, neither party is liable to the other in any event for any special, indirect, or consequential damage, loss or injury of any kind, or for any loss of business, profit, data, or anticipated savings, suffered by the other or any other person, however, caused, even if that had been advised of the possibility.
11.5 Insofar as TESTntel may be liable, the maximum liability of TESTntel, whether, in contract, tort (including negligence), equity, under statute or otherwise for any loss, damage, or injury arising directly or indirectly from any breach of TESTntel ’s obligations under the agreement is, except where applicable law expressly requires otherwise, limited, to the fees paid or payable to TESTntel under this agreement by the Customer for the 12 month period preceding the work in which the relevant event arose in aggregate
11.6 TESTntel is not liable for any failure or delay in performing an obligation in these Terms if it is due to a cause reasonably beyond its control.
11.7 To the extent that the Customer’s liability is not excluded, the customers total liability to TESTntel for all loss or damage suffered or incurred by TESTntel arising out of or in connection with this agreement shall be limited to the fees paid to or payable to TESTntel under this agreement by the Customer for the 12-month period preceding the work in which the relevant event arose in aggregate.