Terms And Conditions

At Aqua Clear, we aim to keep our trading terms clear and straightforward. The following Terms and Conditions of Sale apply to all goods supplied by Aqua Clear Products Ltd unless otherwise agreed in writing.

1. Application of Terms

These Terms and Conditions of Sale apply to all goods supplied by Aqua Clear Products Ltd (“ACPL”, “we”, “us”, or “our”) to any customer (“customer” or “you”), unless otherwise agreed by ACPL in writing.

By placing an order with ACPL, you acknowledge that you have read, understood, and accepted these Terms and Conditions of Sale.

1.1 These Terms and Conditions apply to every supply of goods by ACPL to the customer.

1.2 No variation to these Terms and Conditions is binding unless agreed by ACPL in writing.

1.3 Any terms and conditions submitted by the customer, or contained in any purchase order or other document issued by the customer, will not apply unless expressly accepted by ACPL in writing.

2. Orders and Acceptance

2.1 All orders placed with ACPL are subject to acceptance by ACPL.

2.2 ACPL may refuse or cancel any order, in whole or in part, at its discretion, including where goods are unavailable, pricing is incorrect, or the customer is in breach of these Terms and Conditions.

2.3 Once accepted by ACPL, an order may not be cancelled or varied by the customer without ACPL’s prior written consent. ACPL may impose reasonable conditions in relation to any agreed cancellation or variation.

3. Price

3.1 Unless otherwise agreed in writing, goods will be supplied at the prices current at the date of delivery.

3.2 All prices are subject to change without notice.

3.3 Unless expressly stated otherwise, all prices are exclusive of GST, freight, insurance, delivery charges, installation charges, and any other applicable duties, taxes, or levies.

3.4 The customer must pay any GST and other taxes or duties payable in relation to the supply of goods in addition to the purchase price.

4. Payment

4.1 Unless ACPL has approved a trade account in writing, payment is due in full at the time the order is placed.

4.2 For approved trade account customers, payment is due on the 20th day of the month following the date of invoice, unless otherwise agreed in writing.

4.3 Payment must be made in full, without set-off, deduction, withholding, or counterclaim, except where required by law.

4.4 ACPL may apply any payment received from the customer against any amount owing by the customer in such manner as ACPL determines.

4.5 If any amount is overdue, ACPL may charge interest on the overdue amount at the rate of 2% per month, calculated daily from the due date until payment is received in full.

4.6 The customer must reimburse ACPL for all reasonable costs incurred in recovering overdue amounts, including debt collection fees, agency costs, legal costs, and disbursements on a solicitor-client basis where applicable.

4.7 ACPL may suspend supply, withhold delivery, or cancel any further orders if the customer fails to make payment when due.

5. Delivery

5.1 Any delivery dates or timeframes provided by ACPL are estimates only and are given in good faith.

5.2 ACPL will use reasonable efforts to meet estimated delivery dates, but time for delivery is not of the essence.

5.3 ACPL will not be liable for any loss, cost, damage, or expense arising from delay in delivery or failure to deliver where such delay or failure is caused by circumstances beyond ACPL’s reasonable control.

5.4 ACPL may deliver goods by instalments, and each instalment is treated as a separate contract and may be invoiced separately.

5.5 If the customer fails or refuses to take delivery of goods, ACPL may store the goods at the customer’s risk and expense and charge the customer for all reasonable storage, handling, and re-delivery costs.

6. Risk and Insurance

6.1 Unless otherwise agreed in writing, all goods are dispatched uninsured.

6.2 Risk in the goods passes to the customer when the goods leave ACPL’s premises or are delivered to the carrier, whichever occurs first.

6.3 The customer is responsible for arranging any insurance cover it requires in respect of the goods from the time risk passes.

7. Inspection and Claims

7.1 The customer must inspect all goods immediately upon delivery.

7.2 The customer must notify ACPL in writing as soon as reasonably possible, and in any event within 7 days of delivery, of any alleged shortage, damage, incorrect supply, or other apparent defect.

7.3 If the customer fails to notify ACPL within that period, the goods will be deemed to have been accepted by the customer, subject to any rights that cannot lawfully be excluded under New Zealand law.

7.4 ACPL must be given a reasonable opportunity to inspect the goods and investigate any claim before the goods are returned, repaired, altered, or disposed of.

8. Returns

8.1 Returns will only be accepted with ACPL’s prior approval.

8.2 ACPL may, at its discretion, accept the return of goods and provide repair, replacement, credit, refund, or other reasonable allowance where:

• the customer has complied with clause 7;
  
• the goods are returned in the condition required by ACPL;
  
• proof of purchase is provided; and
  
• ACPL is satisfied that the return is justified.
  

8.3 ACPL may refuse to accept returned goods where the goods have been:

• used, installed, modified, or altered;
  
• damaged after delivery;
  
• improperly handled, stored, or maintained;
  
• specially ordered, custom-made, cut to size, or non-standard goods; or
  
• returned outside the timeframe required by ACPL.
  

8.4 Unless the return is due to a defect, breach of law, or error by ACPL, returned goods accepted by ACPL may be subject to a handling or restocking fee of 15% of the invoiced value or such other reasonable amount as ACPL advises.

8.5 The customer is responsible for the cost of returning goods to ACPL unless ACPL agrees otherwise or unless the law requires otherwise.

9. Title and Ownership

9.1 Legal and beneficial ownership of the goods remains with ACPL until ACPL has received payment in full for:

• the goods supplied; and
  
• all other amounts owing by the customer to ACPL on any account whatsoever.
  

9.2 Until ownership passes to the customer, the customer:

• holds the goods as bailee for ACPL;
  
• must store the goods separately and, where practicable, clearly identify them as ACPL’s property;
  
• must keep the goods free from any charge, lien, or other security interest not granted to ACPL; and
  
• must not remove, deface, or obscure any identifying marks or packaging on the goods.
  

9.3 If the customer sells or disposes of goods before ownership passes to the customer, the customer does so as fiduciary agent for ACPL and must hold the proceeds of sale on trust for ACPL to the extent of all amounts owing to ACPL.

10. Personal Property Securities Act 1999

10.1 The customer grants ACPL a security interest in the goods and their proceeds as security for payment of all amounts owing by the customer to ACPL.

10.2 The customer acknowledges that these Terms and Conditions create a security agreement for the purposes of the Personal Property Securities Act 1999 (“PPSA”).

10.3 ACPL may register a financing statement or financing change statement in respect of its security interest.

10.4 The customer must promptly do all things, sign all documents, and provide all information reasonably required by ACPL to enable ACPL to register, perfect, maintain, and enforce its security interest under the PPSA.

10.5 To the extent permitted by law, the customer waives its right to receive a copy of any verification statement under the PPSA.

10.6 The customer agrees that sections 114(1)(a), 133, and 134 of the PPSA will not apply to the extent permitted by law, and waives its rights under sections 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA to the extent permitted by law.

11. Default and Remedies

11.1 The customer will be in default if:

• the customer fails to pay any amount due on time;
  
• the customer breaches these Terms and Conditions;
  
• the customer commits an act of bankruptcy, enters liquidation, receivership, administration, or a compromise with creditors; or
  
• ACPL reasonably believes that the customer is insolvent or unable to pay its debts as they fall due.
  

11.2 If the customer is in default, ACPL may, without prejudice to any other rights or remedies:

• suspend or cancel any order or further supply;
  
• declare all amounts owing by the customer immediately due and payable;
  
• enter any premises occupied by the customer, or where the goods are reasonably believed to be located, to inspect or recover goods to which title has not passed, to the extent permitted by law; and
  
• recover from the customer all loss, cost, and expense incurred by ACPL as a result of the default.
  

11.3 The customer irrevocably authorises ACPL and its agents to enter premises for the purposes described in clause 11.2(c), provided this is done lawfully and peaceably.

12. Warranty

12.1 Goods supplied by ACPL may carry the benefit of any warranty provided by the manufacturer.

12.2 ACPL will use reasonable efforts to assist the customer with any valid manufacturer’s warranty claim, but all such claims remain subject to the manufacturer’s warranty terms, conditions, limitations, and approval processes.

12.3 Except as expressly stated in these Terms and Conditions, and to the maximum extent permitted by law, all representations, warranties, guarantees, conditions, and terms, whether express or implied by law, trade, custom, or otherwise, are excluded.

13. Consumer Guarantees Act and Fair Trading Act

13.1 Nothing in these Terms and Conditions limits or excludes any rights or remedies that cannot lawfully be excluded or limited under New Zealand law, including under the Consumer Guarantees Act 1993 (“CGA”) where applicable.

13.2 Where the customer acquires goods from ACPL for the purposes of a business, the customer agrees that:

• the goods are both supplied and acquired in trade;
  
• to the extent permitted by law, the CGA does not apply; and
  
• where permitted by law, it is fair and reasonable that the parties are bound by this clause.
  

13.3 If the customer is in trade, the parties agree that, to the maximum extent permitted by law and where fair and reasonable, sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986 are contracted out of in respect of the supply of goods under these Terms and Conditions.

14. Limitation of Liability

14.1 To the maximum extent permitted by law, ACPL will not be liable for any indirect, consequential, incidental, or special loss or damage of any kind, including loss of profits, loss of revenue, loss of business, loss of opportunity, or loss of goodwill, arising out of or in connection with the supply, failure to supply, delay in supply, condition, performance, or use of the goods.

14.2 To the maximum extent permitted by law, ACPL’s total liability for any claim arising out of or in connection with the supply of goods is limited, at ACPL’s option, to:

• repair of the goods;
  
• replacement of the goods;
  
• resupply of equivalent goods; or
  
• refund of the purchase price paid for the goods to which the claim relates.
  

14.3 The limitations in this clause apply whether the claim is in contract, tort, equity, statute, or otherwise, and survive termination of the contract.

14.4 Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by law.

15. Force Majeure

15.1 ACPL will not be liable for any delay or failure to perform its obligations where that delay or failure results from events or circumstances beyond ACPL’s reasonable control, including acts of God, natural disaster, fire, flood, pandemic, war, labour dispute, interruption to transport, shortage of materials, supplier failure, or governmental action.

15.2 During any such event, ACPL’s obligations are suspended to the extent affected for the duration of the event.

16. Intellectual Property

16.1 All intellectual property rights in ACPL’s catalogues, brochures, specifications, product information, website content, designs, photographs, and other materials remain the property of ACPL or its licensors.

16.2 The customer must not reproduce, copy, distribute, or use any such material without ACPL’s prior written consent, except as reasonably required for evaluating or purchasing ACPL products.

17. Privacy

17.1 ACPL may collect, use, store, and disclose personal information provided by the customer for the purposes of processing orders, supplying goods, managing accounts, recovering debts, and otherwise conducting its business.

17.2 ACPL will handle personal information in accordance with applicable privacy laws and ACPL’s privacy policy, as updated from time to time.

18. General

18.1 No waiver by ACPL of any breach of these Terms and Conditions will be effective unless in writing, and no waiver will constitute a waiver of any other breach.

18.2 If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable, that provision will be severed and the remaining provisions will remain in full force and effect.

18.3 These Terms and Conditions are governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

18.4 ACPL may amend these Terms and Conditions from time to time. The version published on ACPL’s website at the time the customer places an order will apply, unless otherwise agreed in writing.

If you have any questions about these Terms and Conditions of Sale, please contact Aqua Clear Products Ltd before placing your order.

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