Standard Terms and Conditions for
‘Agreement’ means the agreement to purchase and supply goods and/or services made between the Supplier and Electra on these terms and conditions pursuant to this purchase order.
‘Supplier ‘means the person or organisation who is supplying the goods or services to Electra.
‘Electra’ means Electra Limited and its subsidiary businesses, successors and assigns.
These terms and conditions apply to all orders to purchase goods or services made by Electra, unless Electra agrees otherwise in writing. The Supplier, by supplying the goods or services, is deemed to have accepted these terms and conditions, which may not be varied without the written consent of Electra. These terms and conditions shall take precedence over any of the Supplier’s terms and conditions, unless the parties agree otherwise in writing.
Notwithstanding anything to the contrary in any standard terms and conditions of the Supplier, the Supplier warrants that the goods/services supplied:
- are of a good quality, having regard to good industry practices for the industry in which the Supplier operates;
- comply with any description, sample or representation that has been provided to Electra;
- comply with any specification that has been provided to the Supplier by Electra;
- are fit for their normal purpose or any other particular purpose Electra has made known to the Supplier;
- are not hazardous and do not contain hazardous items or materials (including asbestos) unless this has been notified to and agreed with Electra;
- will be supplied within any time period agreed by the parties, or in the event no such period is agreed then within a reasonable time of the order being placed; and
- will comply with all applicable statutes, regulations, New Zealand and international standards, and with any Electra policies issued to the Supplier.
- In providing goods and services, the Supplier warrants that it will exercise the degree of skill, care and diligence of a competent and qualified professional.
The Supplier also warrants that it shall:
- comply in full with the law including all resource consents, and with any Electra policies (including requirements relating to site inductions, site access and attendance) when supplying any goods or services;
- comply with the reasonable directions of Electra when supplying any goods or services;
- keep any confidential information supplied by Electra confidential, shall use such information only for the purpose it is provided, and shall return such information to Electra at Electra’s request; and
- any intellectual property generated by the Supplier in providing services to Electra shall be the property of Electra.
Notwithstanding anything to the contrary in any Supplier’s terms and conditions, the Supplier hereby indemnifies Electra against all costs, damages (whether direct or indirect), proceedings, losses or other expenses incurred by Electra as a result of any failure to comply with the warranties specified above.
5. Payment terms
The parties agree that payment is to be made by Electra to the Supplier by the twentieth (20th) day of the month following receipt by Electra of an appropriate invoice for the goods or services from the Supplier (such invoice complying in all respects with the requirements of the Goods and Services Tax Act 1985, where appropriate). Electra shall not be required to pay any part of an invoice that is genuinely and reasonably disputed, until such dispute is resolved.
6. Ownership of goods
Unless specifically agreed in writing by the parties, ownership in any goods supplied to Electra passes to Electra when delivery of goods takes place to Electra’s premises or such other premises as nominated by Electra to the Supplier, with risk in the goods also passing to Electra at that time.
If the goods or services provided by the Supplier fail to comply with any of the warranties above, then Electra may at its option and without limiting any of its other rights against the Supplier, either:
- cancel this Agreement; or
- return the goods to the Supplier; and
the Supplier shall refund the purchase price of the goods or services and all reasonable costs of Electra incurred by the cancellation (including, in the case of return of goods, any costs of returning the goods).
8. Limitation of Electra’s liability
Electra’s liability to the Supplier is limited to the price payable under the purchase order and Electra will have no liability to the Supplier for any loss of profits, income or opportunity, or for any indirect or consequential damage or loss.