Terms and Conditions of Sales applied for customers in New Zealand

1. In these Conditions of Trading "the Company" means ADC Communications (Australia) Pty Ltd: "the Purchaser" means the person, firm or company to whom the quotation is addressed, and shall include as the case may be his legal personal representatives, executors, administrators, successors and permitted assigns.

2. ACCEPTANCE OF QUOTATION AND ORDERS:

The Quotation is open for acceptance by the Purchaser for the period of thirty (90) days from the date hereof.
Any acceptance by the Purchaser of the Quotation is conditional upon acceptance by the Purchaser of these Conditions which, unless otherwise agreed in writing, shall be the only conditions applicable to any contract entered into by the Company for the supply of the Equipment and/or the execution of work to or for the Purchaser.
Any order placed by the Purchaser after the expiration of the said period of thirty (90) days shall be subject to confirmation by the Company at the time of the order.
Accepted orders can only be cancelled, or return of equipment be made, by the Purchaser with the previous agreement in writing by the Company and on such terms and conditions as the Company shall stipulate.

3. PRICES:

Prices quoted apply only if the whole of the Equipment as stated in the Scope of Supply is purchased. Should the Purchaser require part supply, the Company reserves the right to re-quote.
Prices do not include installation or supervision of installation, commissioning, spares, off loading or labelling or tagging other than the Company’s standard labels, unless otherwise agreed in writing, and on such terms and conditions as the Company shall stipulate.
Unless stated otherwise, prices do not include the GST or any other duties or taxes. If GST, or any other taxes or duties apply to the supplies made to the Purchaser by the Company, or in relation to a transaction generally, the Company will invoice and recover from the Purchaser an additional amount equal to the GST or other tax liability on the supply or transaction.
Prices include packing, road freight and insurance by our designated carrier unless otherwise stated.
Prices are subject to increase commensurate with any rise in the exchange rate or in the cost of fuel, labour, transport, materials, government or other duties and taxes and any additional costs which may be incurred in order to conform with statutory requirements which change or come into existence after the date of the Quotation.

4. TERMS OF PAYMENT:

All moneys due and payable hereunder shall be paid by the Purchaser on the date specified in the Company's invoice for the Equipment and if not so specified not later than THIRTY DAYS NETT from the date of invoice and despatch or notification by the Company.
The Company reserves the right to charge interest at the rate of 0.825 per cent per month on late payments from the due date for payment until the date of receipt of payment (including interest at the rate aforesaid).

5. DELIVERY:

The time given for delivery of the Equipment shall commence from the date of receipt by the Company of a technically and commercially clear order, including all information and drawings necessary to enable work to be commenced and to proceed without interruption.
delivery of the Goods or in the rendering of any services in relation thereto, however caused; nor shall any such delay entitle the Purchaser to either refuse to accept delivery of the goods or to terminate the Contract unless otherwise agreed in writing by the Company.

Should delivery be hindered or delayed by the Purchaser's instructions or lack of instructions, or due to any alterations or changes requested by the Purchaser, or delays in his approving designs or drawings, or by any cause whatsoever beyond the reasonable control of the Company, an extension of time shall be granted. Delivery dates are based on the assumption that there will be free road access to the Purchaser's unloading point.
The Company will not be responsible for any damage done to the Equipment resulting from unloading or handling on the site.
The Purchaser shall be responsible for immediate inspection of the Equipment on arrival at the Purchaser's premises and shall report any deficiency or damage to the Company within seven days.
The Company shall accept no liability for shortage or loss of equipment unless the Equipment is examined on delivery and complaints are made in writing within seven days.
Should the Company not receive from the Purchaser instructions sufficient to enable it to deliver the Equipment within fourteen days after the notification of readiness for despatch, the Company shall be entitled to invoice the Purchaser and be paid for the equipment as herein specified, the Purchaser shall be deemed to have taken delivery of the Equipment, and the warranty as provided in Condition 8 shall apply as from the expiration of the said period of fourteen days.
From the expiration of the said period of fourteen days, the Purchaser shall be liable for storage charges and all associated costs, payable monthly on demand, storage being at the Purchaser’s risk, unless otherwise agreed in writing.

6. TRANSFER OF LIABILITY:

The Purchaser shall take delivery as and when stated in the Quotation.
The Company’s liability shall cease at the point of delivery to or collection by the Purchaser (whichever shall be the earlier) so that the Purchaser shall be exclusively responsible thereafter for the care of the Equipment and for any loss or damage to the Equipment.
If the Purchaser requires postponement of delivery or collection of the Equipment, the Company may at its option, exercisable by notice in writing to the Purchaser, treat the risk in the Equipment as having passed to the Purchaser.
Property in and title to the Equipment will not pass to the Purchaser until the Equipment and all other amounts owed to the Company by the Purchaser have been paid for in full and until then:

1. the Purchaser will hold the Equipment as fiduciary and bailee for the Company.:
2. the Equipment must be stored separately and in a manner enabling it to be identified as Equipment of the Company and cross-referenced to particular invoices and the Purchaser acknowledges that if it should mix the Equipment with other products or items such that the Equipment is no longer separately identifiable then the Purchaser and the Company will be owners in common of the new product;
3. the Purchaser may sell the Equipment in the ordinary course of its business as bailee for the Company and will hold the proceeds of sale in a separate account on trust for the Company and account to the Company for those proceeds; and
4. the Company may require the Purchaser to return the Equipment to it on demand and may enter upon the premises of the Purchaser to inspect or repossess the Equipment.

7. CATALOGUES, DRAWINGS AND SPECIFICATIONS:

1. Except to the extent expressly stipulated in writing by the Company, system catalogues and system design materials, associated documentation, together with all drawings, illustrations, specifications, descriptions and other information submitted by the Company to the Purchaser are approximate and are intended only to present a general description of the Goods.
2. Copyright and all proprietary rights in all material referred to in paragraph (i) of the Clause shall at all time remain vested in the Company and no such material shall be reproduced in whole or in part without the written consent of the Company. All such documents shall be returned to the Company on request and shall at all time be treated by the Purchaser as strictly confidential, to the intent that none of the information contained in any such documents or any part thereof shall be disclosed to any third party except with the prior written consent of the Company.
3. The Company reserves the right to carry out minor constructional, electronic or other modifications, in cases where the Company considers such modifications to be desirable.

8. WARRANTY:

All equipment, except where otherwise stated, sold by the Company pursuant to these Conditions of Trading, is guaranteed against faulty workmanship and materials, for a period of twelve (12) months after going into service, or fifteen (15) months from the date of notification of readiness for delivery to the Purchaser, whichever is the earlier. The Company must receive written notification of any defect due to faulty workmanship or materials within the aforesaid periods.
The obligation of the Company under the aforesaid warranty is limited to repairing or, at its option, replacing or refunding the cost of defected parts.
The Company shall be completely free of any obligations if the Equipment is used, serviced or repaired otherwise than in accordance with the Company's operating manual or if the Equipment is used in a manner considered to be unsuitable by the Company.
The Purchaser must accept full responsibility of the Equipment ordered to the Purchaser’s specifications, design, measurements, weight, capacity and performance and the purpose to which the Equipment is put.
The Company shall have the right to examine any equipment the subject of any claim or complaint after the delivery thereof.
Save as is provided in these Conditions of Trading and except where any terms are compulsorily implied in the Contract for the sale of the Equipment by virture of any legislation, the Company shall not be liable for any direct loss or damage save as aforesaid nor for any indirect consequential or incidental loss or damage of any kind whatsoever or for any damage to any property or injury to or death of any person whether caused by the negligence of the servants, agents or independent contractors of the Company or howsoever caused.

9. NON-AVAILABILITY OF GOODS, MATERIALS OR TRANSPORT:

The Quotation and the agreement reached by the parties are subject to variation or cancellation at the election of the Company if owing to an Act of God, war, strikes, lockouts, work to rule, fire, flood, drought or any other causes whatsoever outside the control of the Company, the Company is unable to procure the Equipment, materials or transport for delivery thereof or if the Equipment, materials or transport are only available at increased cost to the Company.

10. DEFAULT BY PURCHASER:

If the Purchaser is a corporation and an order is made or a resolution effectively passed for its winding up (excepting with the prior consent in writing of the Company for the purpose of reconstruction or amalgamation) or the Purchaser is placed under official management or receivership or the Purchaser assigns or attempts to assign it assets for the benefit of its creditors or the Purchaser is insolvent within the meaning of that expression in Section 95A(2) of the Corporations Law the Company may determine the contract forthwith by notice in writing to the Purchaser or to the receiver, official manager, or liquidator of the Purchaser.

11. LIMITATION OF LIABILITY IN CONSUMER TRANSACTIONS:

In connection with the supply to a consumer, within the meaning of the Trade Practices Act, 1974, ("the Act"), of any goods or services other than goods or services of a kind ordinarily acquired for personal, domestic or household use or consumption, the liability of the Company in the event of a breach of a condition or warranty implied by the Act (other than a condition or warranty implied by Section 69 of the Act) is limited, subject to Section 68A of the Act, at the option of the Company.

1. in the case of goods, to any one or more of the following:
   1. the replacement of the goods or the supply of equivalent goods;
   2. the repair of the goods; or
2. in the case of services to the supplying of the services again.

12. WAIVER OR AMENDMENTS:

Any waiver or amendments of these Conditions (or any of them) shall not prejudice or affect the Company’s rights and remedies in respect of any subsequent breach, non-performance or non-observance by the Purchaser of the terms or conditions of the contract.
The acceptance by the Company of any payment after the specified due date thereof shall not constitute a waiver of the Purchaser’s obligations to make any payment still to be made by the Purchaser.
Except to the extent that any non-excludable statutory rights exist, the provisions set out herein contain the whole of the terms and conditions, express or implied, of the Agreement made between the Purchaser and the Company and no variation of any such provision or inclusion of any further provision shall be binding upon the Company unless approved by it in writing.

13. PROPER LAW:

These Conditions of Trading and every contract to which these conditions apply shall be construed in accordance with the laws of the State of New South Wales and all disputes shall be submitted to the jurisdiction and decision of the Courts of that State.