Speed Box Limited (Speed Box) supplies and sells a range of tyres and automotive products (Goods) to customers in New Zealand (each a Customer) on the following terms which supersedes any previous terms and conditions between Speed Box and the Customer.

 

Trade Issues

 

1. Speed Box’s price list or any marketing advice supplied to the Customer does not constitute an offer for the sale of Goods and Speed Box reserves the right to decline any order for Goods.  All prices are subject to change without notice and at the sole discretion of Speed Box.  In respect of Goods delivered after any price change, the price charged shall be the price applicable at the time of the delivery. 
 

2. Speed Box reserves the right to immediately terminate and without any notice (or liability) any agreement to supply Goods to the Customer. 
 

3. The Customer authorises Speed Box to receive orders from the Customer’s employees from time-to-time.  

 

Delivery

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4. Speed Box shall not be liable in any way for any loss or damage (including consequential loss or damage) arising from delays beyond Speed Box’s control in relation to the delivery of Goods. 

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5. Risk in the Goods shall pass to the Customer when Goods are delivered to the Customer, or to any agent of the Customer, or are in the control of the Customer or when the Customer has title to Goods; whichever of the above is the earlier in time.

 

Personal Property Securities Act 1999 (the “PPSA”)

 

6. The Customer grants a security interest (as that term is defined in the PPSA) to Speed Box over Goods (plus its proceeds) presently or in the future delivered to the Customer or its agents until such time as the purchase price for the Goods is paid in full and without any deduction or setoff. 

 

7. On the request of Speed Box, the Customer shall immediately and properly execute any documents and do anything else required by Speed Box to ensure that the above security interest constitutes a perfected security interest (as that term is defined in the PPSA) over the Goods, including but without limitation:

 

(a) executing any amendments to these conditions as reasonably required by Speed Box; 

 

(b) executing any replacement or additional security document(s); and

 

(c) providing any information to Speed Box to enable it to complete a Financing Statement or a Financing Change Statement (as those terms are defined in the PPSA).

 

8. The Customer shall not agree to allow any person to file a Financing Statement over Goods supplied pursuant to these terms without the prior written consent of Speed Box and the Customer shall notify Speed Box immediately if it becomes aware of any person taking any steps to file a Financing Statement against Goods which are supplied pursuant to these terms.  

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Title / Repossession of Goods

 

9. Speed Box shall retain full legal and equitable title in the Goods and title to Goods shall not pass to the Customer and there shall be no right to deal with, on-sell or encumber or mortgage Goods until all payments (including delayed or deferred payments on a credit basis) have been paid in full by the Customer in cash or as otherwise specified by Speed Box. 

 

10. Speed Box reserves the right to enter upon the Customer’s premises or upon any third party’s premises without notice where Goods are located to take possession of Goods and Speed Box shall not be responsible nor liable in any manner whatsoever from any damage caused or any loss that results from such action.  The Customer hereby grants Speed Box and its agents an irrevocable licence to enter such premises and repossess Goods.

 

Limitation of Liability / Defective Goods

 

11. If the Customer acquires Goods for the purposes of business, the Customer agrees and acknowledges that it is not a “consumer” as defined by the Consumer Guarantees Act 1993 (the “CGA”) and Goods supplied to it are for the purpose of business and the Customer further agrees that the guarantees and rights available to it under the CGA including the right to consequential losses are expressly excluded pursuant to section 43(2) of the CGA.  

 

12. The warranties and any liability implied by section 16 of the Sale of Goods Act 1908 are also expressly excluded by Speed Box pursuant to section 56 of that Act.  

 

13. Due toWhile the Goods  theare intended for use of the Goods and nature of the intendedin motorsport environmentapplications, given the nature of the motorsport environment no warranty is applicable or implied beyond defects related to manufacture or workmanship covered by clause 14.

 

14. In the event the Goods suffer either manufacture or workmanship defects, Speed Box will use reasonable endeavours to obtain redress / compensation from the manufacturer on the Customer’s behalf. However, Speed Box limits its liability to either: the price of any defective Goods or to require it to replace any defective goods or to the actual lost or damage suffered by the Customer as a result of the defective goods whichever of the above shall be the lower.  No liability shall be assumed by Speed Box for losses of profits, revenue, business opportunity, anticipated savings, wasted overheads and damage to goodwill including any indirect or consequential damages or losses of whatever kind.

 

 

Payment/Pricing

 

15. The Customer shall pay Speed Box in full and without any deduction or setoff for the Goods prior to shipment or, subject to Speed Box’s receipt of a Guarantee and Indemnity in the form attached to these Terms of Trade, by the 20th of the month following the date of invoice.  Time is of the essence. 

 

16. Speed Box reserves the right to charge interest on overdue accounts at the rate of 2.5% per month on the balance outstanding from the date payment was due until payment is received.  The right to charge interest is without prejudice to Speed Box’s other rights in respect of non or late payment.

 

17. Speed Box further reserves the right to recover from the Customer all costs and/or expenses incurred in repossessing Goods or instructing a solicitor or debt collection agency to recover any amount overdue for payment and such costs and expenses shall likewise bear interest as provided for above.

 

18. Speed Box wholesale pricing structure and performance performance-based rebate plan (if any) will be defined in the documentset-out in the “Zestino Authorised Retailer Pricing Plan” agreed between the parties, which document is deemed to be incorporated by reference into these terms. The discounts, rebates and terms outlined will be reviewed on an annual basis. However, in the event of unforeseen circumstances this plan may be subject to change by Speed Box reserves the right to modify the plan at any time . If any changes are made,by giving the Customer will be at least 30 days’ written noticefied by way of email. [Consider including this last part to soften it slightly]

 

Collection of Information

 

19. The Customer, noting the requirements under the Privacy Act 1993 acknowledges, authorises and directs that Speed Box can seek and obtain from and supply any information concerning the credit or business standing of the Customer to any other trader, merchant, firm, organisation, company or other agency or source whatever including any credit agency or association and directs any such person entity to supply and receive and record such information to and from Speed Box.   The collection of any information from the Customer will be subject to Speed Box’s Privacy Policy which can be found at: https://www.speedbox.co.nz/privacy

 

General Terms

 

20. In the case of any conflict between these terms or any other document provided by Speed Box, these terms shall prevail.

 

21. These terms shall not be modified or varied unless expressed in writing and agreed to by Speed Box.  These terms are not permitted to be assigned by the Customer.

 

22. Where Speed Box fails to enforce any term or fails in any way to exercise its rights under these terms, Speed Box shall not be deemed to have waived those rights with respect to any breach or subsequent breach of any term/s.  

 

23. If any of these terms are held to be invalid or unenforceable for whatever reason, the remaining terms shall remain in full force and effect between Speed Box and the Customer.

 

24. Speed Box retains all rights in or to any intellectual property associated with the Goods irrespective of their sale or delivery to the Customer.

 

25. The Customer by making an order for Goods pursuant to Speed Box’s price list or by any other medium does so on the basis that the Customer has read, understood and agrees to be bound by these terms relying solely on its own judgment in all things.  Should the Customer have any queries regarding these terms it should seek independent legal advice.

 

26. The Customer shall ensure that its terms of sale require purchasers of Goods to comply with and be bound to the applicable clauses of these terms and the Customer indemnifies Speed Box for any losses incurred as a result of its omission to do so.