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AN INTEX GROUP COMPANY 
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Terms of Trade
1. Definitions
1.1 SPE Systems shall mean SPE Systems or any agents or employees thereof. 1.2 ‘Customer’ shall mean the customer, any persons acting on behalf of and with the authority of the Customer, or any person purchasing products and services from SPE Systems. 1.3 ‘Products’ or ‘Products & Services’ shall mean; All or any of products, goods, services and advice provided by SPE Systems to the customer and shall include without limitation the provision at design and consultation services and the supply of all SPE Systems products, installation and all associated products and services and all changes for labour, hire charges, insurance charges, or any fee or charge associated with the supply of products and services by SPE Systems to the Customer, including all of the Customers present and after acquired products that SPE Systems has performed work on or to or in which Products or materials supplied or financed by SPE Systems have been attached or incorporated. 1.4 ‘Price’ shall mean the cost of the Products and Services as agreed between SPE Systems and the Customer and include all disbursements e.g. charges SPE Systems pay to others on the Customer’s behalf subject to clause 4 of this contract. 2. Acceptance 2.1 Any instructions received by SPE Systems from the Customer for the supply of Products and Services shall constitute a binding contract and acceptance of the terms and conditions contained herein. 3. Collection and Use of Information 3.1 The Customer authorizes SPE Systems to collect, retain and use any information about the Customer, for the purpose of assessing the customer’s credit worthiness, enforcing any rights under this contract, or marketing any products and Services provided by SPE Systems to any other party. 3.2 The customer authorizes SPE Systems to disclose any information obtained to any person for the purposes set out in clause 3.1. 3.3 Where the Customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes at the Privacy Act 1993. 4. Price 4.1 Where no price is stated in writing or agreed to orally the Products and Services shall be deemed to be sold at the current amount as such Products and Services are sold by SPE Systems at the time of the contract. 4.2 The price may be increased by the amount of any reasonable increase in the cost at supply of the Products and Services that is beyond the control of SPE Systems between the date of the contract and delivery of the Products and Services 5. Payment 5.1 Payment for Products and Services shall be made in full without deduction for any reason whatever on or before the 20th day of the month following the date at the invoice (“The due date”). 5.2 Interest maybe charged on any amount owing after the due date at the rate of 2% per month on part month 5.3 Any expenses, disbursements and legal costs incurred by SPE Systems in the enforcement of any rights contained in this contract shall be paid by the Customer, including any reasonable solicitor’s fees or debt collection agency fees. 5.4 Receipt of a cheque, bill of exchange, or other negotiable instruments shall not constitute payment until such negotiable instrument is paid in full. 5.5 A deposit may be required. 5.6 Any provision for “pay when paid” clause or a “pay if paid” clause shall not apply to Powerpac when Products and Services are provided by it. 6. Quotations 6.1 Where a quotation is given by SPE Systems for Products and Services; 6.1.1 Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date at issue; and 6.1.2 The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary; 6.1.3 SPE Systems reserve the right to alter the quotation because of circumstances beyond its control. 6.2 Where Products and Services are required in addition to the quotation the Customer agrees to pay for the additional cost of such Products and Services. 7. Risk and Delivery 7.1 The Products and Services remain at SPE Systems risk until delivery to the Customer. 7.2 Delivery of Products and Services shall be deemed complete when SPE Systems, or an agent including a manufacturer gives possession of the Products and Services directly to the Customer or possession of the Products and Services is given to a carrier, courier, or other bailee for purpose of transmission to the customer. 7.3 The time agreed for delivery shall not be an essential term of this contract unless the Customer gives written notice to SPE Systems making time of essence. 7.4 Where SPE Systems delivers Products and Services to the Customer by installments and SPE Systems fails to deliver or supply one or more installments the Customer shall not have the right to cancel the contract but shall have the right to claim compensation as a severable breach. 8. Agency 8.1 The customer authorizes SPE Systems to contract either as principal or agent for the provision of Products and Services that are the matter of this contract. 8.2 Where SPE Systems enters into a contract of the type referred to in Clause 8.1 it shall be read with and form part of this agreement and the Customer agrees to pay any amounts due under that contract. 9. Title and Security (Personal Property Securities Act 1999) 9.1 Title in any Products and Services supplied by SPE Systems passes to the Customer only when the Customer has made payment in full for all Products and Services provided by SPE Systems and at all other sums due to SPE Systems by the Customer on any account whatsoever. Until all sums due to SPE Systems by the Customer have been paid in full, SPE Systems has a security interest in all Products and Services. 9.2 If the Products and Services are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly processes by the Customer or any third party, title to the Products and Services shall remain with SPE Systems until the customer has made payment for all Products and Services, and where those Products and Services are mixed with other property so as to be part of or constituent of any new Products and Services, title to those new Products and Services shall deemed to be assigned to SPE Systems as security for the full satisfaction by the customer of the full amount owing between SPE Systems and the Customer. 9.3 The Customer gives irrevocable authority to SPE Systems to enter any premises occupied by the Customer or on which Products and Services are situated at any reasonable time after default by the Customer or before default if SPE Systems believes a default is likely and to remove and repossess any Products and Services and any other property to which Products and Services attached or in which Products and Services are incorporated. SPE Systems shall not be liable for any costs, damages, expense or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by stature such liability cannot be excluded. SPE Systems may either resell any repossessed Products and Services and credit the Customers account with the net proceeds of sale (after deduction at all repossession, storage, selling and other costs) or may retain any repossessed Products and Services and credit the Customers account with the invoice value thereof less such some as SPE Systems reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs. 9.4 Where Products and Services are retained by SPE Systems pursuant to clause 9.3 the Customer waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under s.121 of the PPSA. 9.5 The following shall constitute default by the Customer; 9.5.1 Non payment at any sum by the due date. 9.5.2 The Customer intimates that it will not pay any sum by the due date. 9.5.3 Any Products and Services are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Products and Services. 9.5.4 Any Products and Services in the possession of the Customer are materially damaged while any sum due from the Customer to SPE Systems remains unpaid. 9.5.5 The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s asset or landlord distains against any at the Customer’s asset. 9.5.6 A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days. 9.5.7 Any material adverse change in the financial position of the Customer. 9.6 If the Credit Repossession Act applies to any transactions between the Customer and SPE Systems, the Customer has the rights provided in that Act despite anything contained in these terms and conditions of trade. 10. Security Interest for Service Providers 10.1 The Customer gives SPE Systems a security interest in all the Customer’s present and after-acquired property that SPE Systems has performed services on or to or in which Products or materials supplied or financed by SPE Systems have been attached or incorporated. 11. Payment Allocation 11.1 SPE Systems may in its discretion allocate any payment received from the Customer towards any invoice that SPE Systems determines and may do as at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated. In the absence at any payment allocation by SPE Systems payment shall be deemed to be allocated in such manner as preserves the maximum value of SPE Systems purchase money security interest in the Products and Services. 12. Liability 12.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statues may imply, warranties or conditions or impose obligation upon SPE Systems which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implies warranties, conditions or terms imposed on SPE Systems, SPE Systems liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute. 12.2 Except as otherwise provided by clause 2.1, SPE Systems shall not be liable for; 12.2.1 Any lose or damage of any kind whatsoever including loss of profits consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage a raises directly or indirectly from Products and Services provided by SPE Systems to the Customer; and 12.2.2 The Customer shall indemnify SPE Systems against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of SPE Systems or otherwise, whether or not brought by any person in connection with any matter, act, omission or error by SPE Systems its agents or employees in connection with the Products and Services. 12.3 SPE Systems shall have no liability for discrepancies between estimates that may have prepared for quantities based on plans or other information given by or on behalf at the Customer and quantities actually required. The Customer warrants it has verified and in any even accepts responsibility for the accuracy of quantities ordered as being in accordance with its requirements. 13. Warranty 13.1 Manufactures warranty applies where applicable. 13.2 Any written warranty that SPE Systems provide to the Customer will also form part at these terms and conditions of trade. 13.3 No representation, condition, warranty or premise expressed or implied by law or otherwise applies to the Products and Services except where Products are supplied or services provided pursuant to the Consumer Guarantees Act 1993 or accept where expressly stated in this contract. 13.4 SPE Systems does not provide any warranty that the Products are fit and suitable for the purposes for which they are required by the Customer and shall not be liable if they are not. 14. Copyright and Intellectual Property 14.1 SPE Systems owns and has copyright in all work, software, systems, solutions, drawings, designs, specifications, electronic data and documents produced by SPE Systems in connection with the Products and Services provided pursuant to this contract and the client may use the Products and Services only if paid for in full and the purpose for which they were intended and supplied by SPE Systems. 15. Consumer Guarantees Act 15.1 Subject to clause 15.2 the guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Products and Services from SPE Systems for the purpose of business in terms of section 2 and 43 of that Act. 15.2 Should SPE Systems breach any of its obligation to a Customer, then SPE Systems liability to that customer shall be limited to the greater of either; 15.2.1 The cost of replacing the Products in respect of which the obligation has been breached with product of equivalent specification; 15.2.2 The price for those Products paid by the Customer. 16. Personal Guarantee of Company Directors or Trustees 16.1 If the Customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for SPE Systems agreeing to supply Products and Services and grant credit to the Customer at their request, also sign this contract in their personal capacity and jointly and severally personally undertake so principal debtors to SPE Systems the payment of any and all monies now or hereafter owed by the Customer to SPE Systems and indemnify SPE Systems against non-payments by the Customer. Any personal liability of a signatory hereto shall not exclude the Customer in anyway whatsoever from the Liability and obligations contained in this contract. The signatories and Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due here-under. 17. Claims and return of Products 17.1 The Customer shall be deemed to have accepted the Products and Services provided unless the Customer notifies SPE Systems otherwise within 5 days of delivery of the Products and Services to the Customer. 17.2 Products will only be accepted for return with prior consent of SPE Systems. A 20% restocking fee applies. Returned Products must be accompanied by original invoice, in unused and undamaged condition and still in original packaging where applicable. The Customer is liable for all costs associated with the return. There will be no return on customized orders or goods procured against firm order. 17.3 In the event of damage in transit the Customer is required to send to SPE Systems a written request for replacement together with the delivery docket and evidence that this was endorsed at the time of receipt of Products that the Products were damaged prior to unloading. 18. Cancellation 18.1 Once an order has been accepted by SPE Systems, it can only be canceled, varied or suspended (whether in whole or in part) upon the following terms and conditions; 18.1.1 No cancellation, variation or suspension will be effective or recognized unless, and only to the extent that SPE Systems agrees in writing to such cancellation, variation or suspension. 18.1.2 The Customer agrees to accept delivery of all Products held by SPE Systems in respect of such order and all Products in transit to or subsequently delivered to SPE Systems for such order. 18.1.3 The customer agrees to pay all costs, expenses and liabilities incurred by SPE Systems in consequence of the cancellation, variation or suspension of the order 19. Caveat 19.1 The Customer/Guarantor charges in favor of SPE Systems as security for the Customer’s obligations to SPE Systems, all right, title and interest in any land held now by the Customer/Guarantor either alone or jointly with anyone or acquired by the Customer/Guarantor at any time hereafter. If the Customer/Guarantor defaults in payment of any amount owed to SPE Systems, the Customer/Guarantor specifically authorizes SPE Systems to lodge a caveat against any such property and appoints SPE Systems to be the Customer/Guarantor’s Attorney for this purpose. 20. Assignment 20.1 In consideration of the goods supplied to the Customer by SPE Systems, the Customer assigns to SPE Systems absolutely all the Customer’s rights title and interest in any debt which is due to the Customer by any third party the Customer has on sold to Products supplied by SPE Systems or not the amount at that debt due to the Customer by the third party comprises only a part of the amount of the debt for products supplied by SPE Systems to the Customer. 21. Miscellaneous 21.1 SPE Systems shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control. 21.2 Failure by SPE Systems to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations SPE Systems has under this contract. 21.3 If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. 21.4 The Customer shall not assign all or any of its rights or obligations under this contract without the written consent of SPE Systems. 21.5 Where these terms and conditions of trade are at variance with the order or instruction from the Customer these terms and conditions of trade shall prevail. 21.6 If required by SPE Systems the Customer will store Products and Services supplied by SPE Systems in a way that enables them to be identified as having been supplied by SPE Systems. |
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