These Terms apply to all business-to-business goods and services supplied by Autostance Limited (Autostance, we, us) to the applicant/customer (Customer, you). They form part of every accepted quotation, order, job, invoice and credit account unless Autostance agrees otherwise in writing.
1. Credit account and orders
1.1Approval of a credit account is at Autostance's sole discretion. We may set, reduce, suspend or cancel a credit limit at any time.
1.2Credit approval does not oblige us to accept any order or continue supply on credit.
1.3A person placing an order using the Customer's account is deemed authorised by the Customer unless Autostance has received prior written notice restricting that authority.
1.4Purchase-order requirements are the Customer's internal control only and do not relieve the Customer from payment where goods or services were requested, authorised, accepted or received by the Customer or its personnel.
2. Price, GST and quotations
2.1Unless stated otherwise, prices are in New Zealand dollars and exclusive of GST, freight, duties and other applicable charges.
2.2Quotes are based on information available when issued. Autostance may adjust price where scope, specification, supplier pricing, exchange rates, freight, taxes or other input costs change before supply, provided any material change is communicated where reasonably practicable.
2.3Special-order, custom, imported or specifically procured goods may require a deposit and may be non-cancellable and non-returnable once ordered.
3. Payment
3.1Unless Autostance approves different terms in writing, credit invoices are due 30 days from the invoice date.
3.2Payment must be made in cleared funds without set-off, counterclaim, deduction or withholding except where required by law.
3.3Autostance may allocate any payment against any debt owing by the Customer in the manner we determine.
3.4A dispute about part of an invoice does not suspend the obligation to pay any undisputed amount by its due date.
4. Default
4.1The Customer is in default if an amount is unpaid when due; the Customer breaches these Terms; exceeds its credit limit; becomes insolvent or subject to receivership, liquidation, bankruptcy or a creditor arrangement; ceases or threatens to cease business; or Autostance reasonably considers payment or its security to be at risk.
4.2On default, Autostance may immediately suspend supply, cancel unperformed orders, withdraw credit, require cash in advance, accelerate all amounts owing so they become immediately due, and exercise any other contractual or legal remedy.
4.3Overdue amounts may bear default interest at 15% per annum, calculated daily from the due date until payment.
4.4The Customer must pay all reasonable costs incurred by Autostance in recovering or attempting to recover amounts owing or enforcing its rights, including debt collection costs, PPSR costs and legal costs on a solicitor-client basis, to the extent permitted by law.
5. Title and risk
5.1Risk in goods passes to the Customer on delivery, collection or installation (whichever occurs first), but title does not pass until Autostance has received payment in full of all amounts owing by the Customer to Autostance.
5.2Until title passes, the Customer must keep the goods identifiable, protected and insured and must not grant an inconsistent security interest in them.
5.3If goods are resold before title passes, the Customer does so in the ordinary course of business and must account to Autostance for the proceeds to the extent of the unpaid debt, subject to applicable law.
6. Personal Property Securities Act 1999
6.1The Customer grants Autostance a security interest in all goods supplied by Autostance to the Customer, all present and after-acquired proceeds of those goods, and any other collateral expressly identified in an accepted credit application or security document, to secure all amounts and obligations owing to Autostance.
6.2The Customer authorises Autostance to register financing statements and amendments on the Personal Property Securities Register and must promptly provide information and execute documents reasonably required to perfect, maintain or enforce the security interest.
6.3The Customer must not register or permit a security interest that would prejudice Autostance's interest in unpaid goods without our prior written consent.
6.4To the extent permitted by section 107 of the PPSA and where the collateral is not consumer goods, the Customer waives or contracts out of the provisions and debtor rights that the parties are lawfully permitted to waive or contract out of, including the right to receive a verification statement where legally permitted.
6.5The Customer must notify Autostance at least 10 business days before changing its legal name, trading name, ownership structure or address.
7. Delivery, inspection and returns
7.1Delivery and completion dates are estimates unless expressly agreed in writing as essential.
7.2The Customer must inspect goods promptly and notify Autostance within a reasonable time of any shortage, transit damage or apparent error.
7.3Returns require prior approval. Unless required by law, special-order, custom-made, electrical/electronic, installed, used or damaged goods are not returnable. Approved discretionary returns may be subject to freight and a reasonable restocking charge notified by Autostance.
7.4Freight and redelivery costs caused by incorrect instructions, failed delivery or Customer delay are payable by the Customer.
8. Workshop and service work
8.1The Customer authorises Autostance to carry out the work described in an accepted estimate, booking, job card or subsequent instruction.
8.2Estimates are not fixed quotations unless expressly stated. Additional faults, seized or damaged components, prior modifications, diagnostic work and reasonably necessary additional labour or consumables may increase the final price.
8.3The Customer warrants it is the owner of the vehicle/property or is authorised by the owner to instruct the work.
8.4Autostance may retain possession of a vehicle or other property in its lawful possession until amounts due in relation to it are paid, to the extent permitted by law. Reasonable storage charges notified by Autostance may apply after the Customer has been told the vehicle/property is ready for collection.
9. Business transactions - statutory contracting out
9.1Where the Customer acquires goods or services from Autostance in trade for business purposes, the parties agree, to the fullest extent permitted by law, that the Consumer Guarantees Act 1993 does not apply, and acknowledge that it is fair and reasonable for them to be bound by that agreement.
9.2Where both parties are in trade and the statutory requirements for contracting out are satisfied, the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986 to the fullest extent permitted by section 5D, and acknowledge that it is fair and reasonable to do so.
9.3Nothing in these Terms excludes or limits a right or remedy that cannot lawfully be excluded or limited.
10. Warranties and liability
10.1Any manufacturer's warranty is subject to the manufacturer's terms. Autostance does not give an additional warranty unless expressly stated in writing.
10.2To the maximum extent permitted by law, Autostance is not liable for indirect, consequential or special loss, loss of profit, revenue, opportunity, goodwill or anticipated savings.
10.3To the maximum extent permitted by law, Autostance's aggregate liability arising from the relevant goods or services is limited to the amount paid or payable for those goods or services.
10.4Nothing in this clause limits liability where limitation is prohibited by law.
11. Privacy and credit information
11.1The Customer and each signatory/guarantor authorise Autostance to collect, use and disclose information reasonably required to assess and administer credit, verify identity and authority, manage the trading relationship, prevent fraud, register or enforce security, and recover debt.
11.2This may include obtaining information from trade referees, credit reporters, public registers, insurers, debt collection agencies, professional advisers and other lawful sources, and disclosing information to those persons for those purposes.
11.3Individuals may request access to and correction of personal information held by Autostance as provided by the Privacy Act 2020. Autostance will handle personal information in accordance with applicable New Zealand privacy law.
12. Changes and notices
12.1The Customer must promptly notify Autostance of any material change to information supplied in the application, including ownership/control, directors, contact details, legal name or financial circumstances.
12.2Autostance may vary these Terms for future transactions by giving reasonable notice, including by email or publication on its website. A variation will not retrospectively alter accrued payment obligations.
12.3Notices may be sent to the most recent postal or email address supplied by the Customer.
13. General
13.1These Terms and the accepted credit application constitute the agreement governing the credit relationship, together with any specific written quotation or job terms.
13.2The Customer may not assign its rights or obligations without Autostance's written consent.
13.3A failure or delay by Autostance to exercise a right is not a waiver.
13.4If any provision is invalid or unenforceable, it is severed to the minimum extent necessary and the remaining provisions continue.
13.5These Terms are governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.