Terms of Trade
1. Definitions
1.1. “Cintesi” means Amvee Holdings Ltd T/A Cintesi, its successors and assigns or any person acting on behalf of and with the authority of Amvee Holdings Ltd T/A Cintesi.
1.2. “Client” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Client is a reference to each Client jointly and severally.
1.3. “Goods” means all Goods or Services supplied by Cintesi to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.4. “Price” means the Price payable for the Goods as agreed between Cintesi and the Client in accordance with clause 5 below.
2. Acceptance
2.1. The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Goods.
2.2. These terms and conditions may only be amended with Cintesi’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and Cintesi.
2.3. None of Cintesi’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of Cintesi in writing nor is Cintesi bound by any such unauthorised statements.
2.4. The Client acknowledges and accepts that:
The supply of Goods for accepted orders may be subject to availability and if, for any reason, Goods are not or cease to be available, Cintesi reserves the right to vary the Price with alternative Goods as per clause 5.2. Cintesi also reserves the right to halt all Services until such time as Cintesi and the Client agree to such changes.
For Goods that are specifically designed to have a weathered and/or aged look, they will be accepted on the condition that the distressed and/or aged finish shall not at any time constitute damaged or defective Goods and will not be grounds for a return.
3. Authorised Representatives
3.1. Unless otherwise limited as per clause 3.2, the Client agrees that should the Client introduce any third party to Cintesi as the Client’s duly authorised representative, that once introduced that person shall have the full authority of the Client to order any materials or Services on the Client’s behalf and/or to request any variation to the works on the Client’s behalf (such authority to continue until all requested works have been completed or the Client otherwise notifies Cintesi in writing that said person is no longer the Client’s duly authorised representative).
3.2. In the event that the Client’s duly authorised representative as per clause 3.1 is to have only limited authority to act on the Client’s behalf then the Client must specifically and clearly advise Cintesi in writing of the parameters of the limited authority granted to their representative.
3.3. The Client specifically acknowledges and accepts that they will be solely liable to Cintesi for all additional costs incurred by Cintesi (including Cintesi’s profit margin) in providing any works, materials, Services or variation/s requested by the Client’s duly authorised representative (subject always to the limitations imposed under clause 3.2 (if any)).
4. Change in Control
4.1. The Client shall give Cintesi not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by Cintesi as a result of the Client’s failure to comply with this clause.
5. Price and Payment
5.1. At Cintesi’s sole discretion the Price shall be either:
As indicated on any invoice provided by Cintesi to the Client; or
The Price as at the date of delivery of the Goods according to Cintesi’s current price list; or
Cintesi’s quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of twenty-one (21) days.
5.2. Cintesi reserves the right to change the Price in the event of a variation to Cintesi’s quotation. Any variation from the plan of scheduled Services or specifications will be detailed in writing and charged for on the basis of Cintesi’s quotation.
6. Delivery of Goods
6.1. Delivery (“Delivery”) of the Goods is taken to occur at the time that:
The Client or the Client’s nominated carrier takes possession of the Goods at Cintesi’s address; or
Cintesi (or Cintesi’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.
6.2. At Cintesi’s sole discretion the cost of delivery is in addition to the Price.
6.3. The Client must take delivery of the Goods whenever they are tendered for delivery.
6.4. Cintesi may deliver the Goods in separate instalments.
6.5. Any time or date given by Cintesi to the Client is an estimate only.
7. Risk
7.1. Risk of damage to or loss of the Goods passes to the Client on Delivery.
7.2. If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, Cintesi is entitled to full payment of the Goods.
7.3. If the Client requests Cintesi to leave Goods outside Cintesi’s premises for collection, they will be at the Client’s sole risk.
8. Title
8.1. Cintesi and the Client agree that ownership of the Goods shall not pass until:
The Client has paid Cintesi all amounts owing to Cintesi; and
The Client has met all of its other obligations to Cintesi.
8.2. Receipt by Cintesi of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured.
9. Personal Property Securities Act 1999 (“PPSA”)
9.1. Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:
These terms and conditions constitute a security agreement for the purposes of the PPSA.
A security interest is taken in all Goods previously supplied by Cintesi to the Client.
10. Security and Charge
10.1. The Client charges all of its rights, title and interest in any land, realty or other assets capable of being charged, to secure the performance by the Client of its obligations under these terms and conditions.
11. Client’s Disclaimer
11.1. The Client disclaims any right to rescind or cancel any contract with Cintesi.
12. Defects
12.1. The Client shall inspect the Goods on delivery and notify Cintesi of any defects within twenty-four (24) hours.
13. Returns
13.1. Returns will only be accepted provided that:
The Client has complied with clause 12.1.
The Goods are returned at the Client’s cost within seven (7) days of the delivery date.
14. Warranty
14.1. For Goods not manufactured by Cintesi, the warranty shall be the current warranty provided by the manufacturer.
15. Consumer Guarantees Act 1993
15.1. If the Client is acquiring Goods for the purposes of a trade or business, the Consumer Guarantees Act 1993 does not apply.
16. Intellectual Property
16.1. Any designs or documents created by Cintesi remain the property of Cintesi.
21. General
21.1. These terms and conditions are governed by the laws of New Zealand.
21.2. The Client agrees that Cintesi may amend these terms at any time.
Please note that a larger print version of these terms and conditions is available from Cintesi on request.
