Terms of service
1. GENERAL
(a) The term “Kronos” refers to Kronos supplies Ltd and the term “buyer” refers
to the person, firm, company or corporate entity purchasing Goods pursuant to
the Contract.
(b) The term “Contract” means these terms and conditions themselves
together with any and every invoice or other document evidencing or
describing, whether by item or kind or otherwise, any Goods.
(c) The term “Goods” means all pipes, pipe fittings, valves, measurement and
control products, pipe clips, cements, welders and all other goods or other
property which, in each case, are supplied by Kronos to the buyer and, for the
avoidance of doubt, in each case includes all such goods and property so
supplied:
➢ whether or not described by item or kind that enables them to be
identified.
➢ which are or comprise inventory of the buyer.
(d) The term “PPSA” mean the Personal Property Securities Act 1999.
(e) The terms “after-acquired property” “at risk”, “perfected”, “proceeds”,
“purchase money security interest”, “rights”, “security interest” and “sell” have
the respective meanings given to them under, or in the context of, the PPSA.
(f) The Contract forms the basis on which Kronos supplies and sells Goods to
the buyer. Each such supply and sale shall be affected pursuant to the terms
of this Contract (unless in any specific case agreed otherwise in writing). Any
invoice or other document evidencing or describing any Goods is incorporated
into and forms part of the Contract.
2. DELIVERY
(a) Delivery of the Goods shall be made at the place indicated in the Contract
or, if no place is indicated in the Contract (and in the case of sales ex-works),
delivery shall be made to the "buyer’s" head office or premises. If the buyer
fails or refuses or indicates to Kronos that the buyer will fail or refuse, to take
or accept delivery then the Goods shall be deemed to have been delivered
when Kronos was willing to deliver them.
(b) Kronos shall not be responsible or liable in any way to the buyer for delays
or defaults in delivery of the order or any part thereof nor for any direct or
consequential loss or damage arising there from.
3. PAYMENT
(a) Indent: Terms are strictly nett unless otherwise stated. Unless otherwise
previously arranged in writing, payment in full in respect of any Goods shall be
made by Bank Draft at sight of Contract, bill of lading or other negotiable
documents. Payment at due date is a condition precedent to subsequent
deliveries.
Ex Stock: Subject to any provision to the contrary in the Contract, payment for
Goods ex stock is nett cash on the 20th day of the month following the date of
invoice.
(b) The buyer is to pay the prices and charges in accordance with the terms
specified herein which, it is to be understood, are subject to any variations in
the rate of exchange affecting each order, and to any costs and expenses
additional to the ordinary costs of effecting delivery caused by war, government
action, acts of terrorists, variation in custom duties, act of God, substitution of
Goods, shortages of supplies, increased shipping charges, premium or
overseas funds or any other circumstances beyond the control of Kronos. The
buyer shall also pay all Goods and Services Tax payable by Kronos as a result
of supply of the Goods, including such tax chargeable, or duties assessed or
levied, on the Goods and on any interest payable by the buyer.
(c) If the buyer fails to make any payment due to Kronos by the due date
therefore it shall be liable to pay to Kronos default interest at the rate of 12%
per annum (1.0% per month) on a daily basis from the date the account became
overdue and shall be non-compounding.
Such interest shall continue to accrue at such rate after judgement (as well as
before judgement) until payment is made in full of the amount due (including
the default interest).
The buyer shall also be liable to pay all expenses and legal costs of Kronos
(calculated as between solicitor and own client) in relation to obtaining remedy
of the failure to comply.
Kronos is entitled to refuse to deliver the Goods if there are any outstanding
moneys owing to Kronos by the "buyer"
.
(d) Where the Goods are offered from stock the Contract is conditional upon
the Goods being available at the time of receipt of the buyer’s order.
(e) No orders may be cancelled for international orders once confirmation from
Kronos has been provided that the products have been ordered specifically for
the buyer.
4. RISK AND SECURITY INTEREST
(a) The risk in the Goods supplied by Kronos to the buyer shall pass to the
buyer upon delivery or receipt of the Goods.
(b) The buyer grants a security interest to Kronos in each and every part of the
Goods as security for payment of that part and of each other part or parts of
the Goods and for any other amounts owing by the buyer to Kronos from time
to time, and for the performance by the buyer of all the buyer’s other obligations
to Kronos from time to time, (“buyer’s indebtedness and obligations”). For the
purposes of section 36(1)(b) of the PPSA, and to ensure maximum benefit and
protection for Kronos by virtue of section 36(1)(b)(iii) of the PPSA, the buyer
confirms and agrees that the buyer intends to and does grant to Kronos, as
security for the buyer’s indebtedness and obligations, a security interest in all
of the buyer’s present and after-acquired property except only for any such
property which is or comprises items or kinds of personal property (“excepted
property”);
➢ in or to which the buyer has rights; and
➢ which has not been supplied by Kronos to the buyer, other than any
excepted property which is or comprises proceeds of any of that present
and after-acquired property which has been supplied by Kronos to the
buyer.
(c) The buyer agrees to do anything that Kronos reasonably requires to ensure
that Kronos has a perfected security interest in all the Goods and a purchase
money security interest in each part of the Goods to the extent of the purchase
price for that part.
(d) Kronos may allocate amounts received from the buyer in any manner it
determines, including in any manner required to preserve any purchase money
security interest it has in any Goods.
(e) Receipt by Kronos of any cheque or other bill of exchange or any
promissory note shall not be deemed to be payment or conditional payment
until the same has been honoured or cleared and until such time shall not
prejudice or affect Kronos’ rights, powers or remedies against the buyer and/or
the Goods.
(f) While the Goods continue to secure the buyer’s indebtedness and
obligations, the buyer shall separately store the Goods and clearly identify the
Goods as being subject to Kronos’ security interest.
(g) Kronos authorises the buyer to sell or lease any Goods that are comprised
in the buyer’s inventory in the ordinary course of the buyer’s business.
However, the buyer acknowledges and agrees that:
(i) this authority may be revoked by written notice from Kronos at any time if
Kronos deems the credit of the buyer to be unsatisfactory or if the buyer is in
default in the performance of its obligations under the Contract or any other
agreement between Kronos and the buyer and shall be deemed automatically
revoked on the happening of any event described in clause 6 hereof;
(ii) any proceeds of those Goods that consist of money shall be placed in a
separate bank account.
5. CONTRACTING OUT OF THE PPSA
(a) The buyer waives the right to receive a copy of the verification statement
confirming registration of a financing statement or financing change statement
relating to the security interest under the Contract.
(b) The buyer:
➢ agrees that if, at any relevant time, Kronos does not at that time have
priority over all other secured parties in respect of any part of the Goods,
then the buyer and Kronos will, for the purposes of section 109(1) of the
PPSA, be deemed, in accordance with the entitlement to do so under
section 107(1) of the PPSA, to have contracted out of that section but
specifically on the basis that, as between them and only to the extent of
that part of the Goods and the operation and application of the PPSA,
that section 109(1) (but amended only by the deletion of the words “with
priority over all other secured parties”) is reinstated and contracted back
into; and
➢ agrees that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall
apply to this Contract, or the security under this Contract, and waives the
buyer’s rights under sections 121, 125, 129, 131 and 132 of the PPSA.Initial______ Page 2 of 2
6. DEFAULT
(a) If the buyer defaults in the due payment of any moneys to Kronos, whether
under the Contract or otherwise, or if the buyer defaults in the performance of its
obligations under the Contract or any other contract between Kronos and the
buyer, or if any of the Goods are at risk, or if the buyer shall:
➢ commit any act of bankruptcy; or
➢ enter any composition or arrangement with its creditors; or
➢ (In the case of a company) do any act which would render it liable to be
➢ wound up or if a resolution is passed or proceedings are commenced for
the winding up or the buyer or if a receiver shall be appointed over all or
any of its assets.
Kronos, without prejudice to any other right it has at law or in equity, may, at its
option, suspend or terminate the Contract, and payment for the Goods
delivered and work performed up to date of such suspension or termination and
any other moneys payable hereunder shall immediately become due and
payable. All costs and expenses of or incurred by Kronos as a result of any
action taken by Kronos in enforcing its security interest shall be payable by the
buyer upon demand. Any suspension of the Contract by Kronos shall not
prevent it terminating the Contract during the period of suspension.
(b) At any time after a default occurs, Kronos may (whether or not Kronos has
exercised any other right) appoint any person to be a receiver of all or any of
the Goods. In addition to, and without limiting or affecting any other powers
and authorities conferred on a receiver (whether under the Receiverships Act
1993 or at law or otherwise), a receiver has the power to do all things in relation
to the Goods as if the receiver has absolute ownership of the Goods.
7. INSURANCE
(a) The buyer shall keep the Goods in which Kronos has a security interest
insured in the names of Kronos and the buyer for their respective rights and
interests and will produce to Kronos upon demand such evidence as Kronos
may require to confirm the existence of such insurance. If the buyer defaults
in the performance of its obligations under this clause, Kronos shall be entitled
to insure the Goods and the cost of effecting such insurance shall be payable
by the buyer to Kronos upon demand.
(b) If any of the Goods in which Kronos has a security interest are damaged
or destroyed, Kronos shall be entitled, without prejudice to any of its rights or
remedies under the Contract to receive all insurance proceeds which are
payable in respect thereof (whether or not the purchase price of such Goods
has become payable under the Contract) and the production of this Contract
by Kronos shall be sufficient evidence of Kronos’ right to receive payment of
such insurance proceeds without the need for further enquiry by any person
dealing with Kronos. Any such insurance proceeds shall be applied by Kronos
as follows:
➢ first, in payment of the purchase price of the Goods which are damaged
or destroyed, if unpaid.
➢ secondly, in payment of the outstanding purchase price of any other
Goods supplied to the buyer by Kronos, whether under the Contract or
otherwise.
➢ thirdly, in balance of any other sums payable to Kronos by the buyer
whether under the Contract or otherwise.
➢ thereafter any balance shall be paid to the buyer.
8. LIABILITY
(a) Kronos’ liability to the buyer for defective Goods and loss caused by
defective Goods is limited to, at Kronos’ option, either:
➢ replacing, at the premises of Kronos, any Goods which the buyer is
entitled to reject; or
➢ refunding the sale price of those Goods rejected.
(b) No claim by the buyer based on defective Goods will be allowed unless:
➢ the claim is notified to Kronos within 30 days of delivery to the buyer
quoting invoice number.
➢ Kronos is given a reasonable opportunity to investigate the claim; and
➢ in respect of defective Goods not manufactured by it, Kronos shall in no
event be liable to pay to the buyer any amount in excess of such amount
(if any) as it shall have received from its supplier in respect thereof.
(c) Kronos’ liability for shortages in quantity and loss consequential to
shortages in quantity is limited to making up shortages. No claim for shortages
in quantity will be allowed unless:
➢ the claim is notified to Kronos within 7 days of receipt of the Goods by
the buyer: and
➢ Kronos is given a reasonable opportunity to investigate the claim.
(d) All conditions and warranties as to the quality of the Goods supplied or
fitness for any particular purpose, whether expressed or implied, whether
statutory or otherwise and whether oral or in writing are hereby expressly
excluded and negatived as against the buyer but every care will be taken to
ensure that the Goods supplied will conform to Kronos’ standards or to
specifications (within the limits of reasonable commercial accuracy) and will be
of good material and workmanship. In no circumstances does Kronos accept
any liability whatsoever to the buyer for any consequential loss or
damage which may in any way arise out of the Goods supplied or any defect
in the same.
9. GUARANTEES
(a) Where the buyer supplies the Goods in trade to a person acquiring them
for business purposes, it must be a term of the buyer’s contract with the
purchaser that the Consumer Guarantees Act 1993 does not apply in respect
of the Goods.
(b) Where the buyer supplied the Goods to any other person, the buyer must
not give or make any undertaking, assertion or representation in relation to the
Goods without Kronos’ prior approval in writing. The buyer shall pass on any
written product information supplied by Kronos to the purchaser.
(c) The buyer agrees to indemnify Kronos against any liability or cost incurred
by Kronos under the Consumer Guarantees Act 1993 as a result of any breach
by the buyer of the obligations contained in these terms.
(d) Nothing in these terms is intended to have the effect of contracting out of
the provisions of the Consumer Guarantees Act 1993 except to the extent
permitted by that Act, and these terms are to be modified to the extent
necessary to give effect to that intention.
(e) Where the buyer acquires the Goods for business purposes, the buyer
agrees that the Consumer Guarantees Act 1993 does not apply.
10. INFORMATION
(a) The buyer acknowledges that it has authorised Kronos to:
➢ collect information about the buyer from any other person.
➢ use any information it holds about the buyer; and
➢ disclose information about the buyer to any person; during Kronos’
business, including credit assessment, debt collecting and direct
marketing activities.
(b) Where the buyer is an individual, the buyer is entitled under the Privacy
Act 1993 to access and request the correction of any personal information
which Kronos holds about the buyer.
11. CREDITS
(a) Credits sought for returned Goods are at Kronos discretion and must be:
➢ returned within 40 days after receipt.
➢ returned freight-free.
➢ in good saleable condition in manufacturer’s/supplier’s original
containers, unsoiled and undamaged; and
➢ accompanied by number and date of supplying invoice.
(b) Goods which are procured items shall not be accepted for credits.
(c) Kronos shall be entitled to charge an administrative fee in respect of all
returned Goods equal to 15% of the purchase price of Goods returned.
12. CERTIFICATES
(a) If the buyer requires a manufacturer’s test or material certificate and if
Kronos can provide such a certificate, then Kronos shall be entitled to charge
the buyer an administrative fee for the provision of such a certificate.
(b) The buyer acknowledges that Kronos does not warrant or represent the
accuracy or otherwise of any such certificate or that the certificate relates to
any Goods purchased from Kronos nor does Kronos accept any liability
whatsoever for any direct, indirect, or consequential loss or damage arising
from any inaccuracy or error in respect of any certificate.
13. CONFLICT
(a) These terms and conditions are paramount, and, to the extent that there
is any conflict between any provision of them and any invoice or other
document evidencing or describing any Goods, the terms and conditions will
prevail. Further, if there is any other document or arrangement which conflicts
with the Contract, the Contract shall prevail.