1.1 Applicability
The terms and conditions below apply to every supply of Goods and Services made by Hunter Filling Systems to the Customer. By placing an Order with Hunter Filling Systems, the Customer agrees to be bound by these Terms of Trade, and the Customer’s own terms and conditions will not apply.
1.2 Existing Agreements
If the Customer has a separate written supply agreement with Hunter Filling Systems, these Terms also apply unless there is an inconsistency with the separate agreement. In such cases, the relevant provisions of the separate supply agreement will prevail.
3.1 Application of Terms
These Terms apply to all Goods and Services supplied by Hunter Filling Systems. They may be modified by specific terms in a Quote or Order. Acceptance of a Quote constitutes an agreement to purchase Goods or Services on the terms of that Quote and these Terms.
3.2 Quote Validity
Quotes are based on rates and charges effective at the time of the Quote. Any rate increase will reflect in the quoted price. Quotes may be withdrawn at any time and are valid for the term specified in the Quote. If no term is specified, the Quote is valid for 30 days.
3.3 Quote Accuracy
Quotes are prepared based on the information provided by the Customer. Hunter Filling Systems is not liable for inaccuracies or omissions in the information or any variations made by the Customer.
3.4 Order Discretion
Hunter Filling Systems may decline any Order at its sole discretion.
4.1 Pricing Details
The price of Goods and Services is as agreed between Hunter Filling Systems and the Customer, as specified in Hunter Filling Systems' price list (subject to amendments), an Order, or an accepted Quote. Prices generally do not include GST, other taxes, levies, transport, or insurance charges unless stated otherwise.
5.1 Payment Terms
For Goods and Services charged to a Credit Account, payment must be made according to this clause. If the Customer does not have a Credit Account, payment must be made upon placing an Order.
5.2 Volume-Based Discounts
If the Customer receives a volume-based discount but fails to purchase the total volume of Goods, Hunter Filling Systems may withdraw the discount and charge the Customer the full price.
5.3 Invoice Payments
Invoices will be sent electronically unless otherwise requested. All accounts must be paid by the 20th of the month following the invoice. If any part of an invoice is disputed, the Customer must notify Hunter Filling Systems before the last business day of the month, specifying the disputed item. Payment can be deferred only for the disputed part.
5.4 Late Payments
Hunter Filling Systems reserves the right to:
6.1 Order Cancellation
An accepted Order can only be canceled with mutual consent. All costs incurred up to the date of cancellation will be charged to the Customer.
6.2 Suspension or Cancellation by the Company
The Company may, without liability and without prejudice to any other legal rights, suspend or cancel in whole or in part any contract for the supply of Goods or Services if:
6.3 Effect on Claims
Any cancellation or suspension under clause 6.2 does not affect the Company’s right to claim any monies due at the time of cancellation or suspension or for damages resulting from any breach by the Customer of the contract terms and conditions.
7.1 Grant of Security Interest
The Customer grants Hunter Filling Systems a security interest in the Goods as security for all amounts owing and for the performance of the Customer’s obligations under these Terms.
7.2 Retention of Title
Title in the Goods remains with Hunter Filling Systems until all amounts owing for those Goods are paid. The Customer acknowledges receipt of these Terms and agrees to execute all required documents to maintain, register, and enforce Hunter Filling Systems' security interest in the Goods.
7.3 PPSA Registration
If Hunter Filling Systems registers the security interest under the PPSA:
7.4 Customer Obligations
The Customer agrees:
8.1 Exclusion of Warranties
To the extent permitted by law, all statutory, express, or implied warranties by Hunter Filling Systems, including implied warranties of merchantability and fitness for a particular purpose, are expressly excluded.
8.2 Color and Texture Variations
Variations in color and texture of Goods may occur due to:
The Customer agrees that such variations do not constitute a defect, and Hunter Filling Systems is not liable for any loss or damage resulting from these variations.
9.1 Liability Limits
Hunter Filling Systems’ liability for loss, damage, or injury arising from a breach of these Terms or from any act or omission is limited to:
9.2 Exclusion of Further Liability
Hunter Filling Systems is not liable for any direct or indirect loss or damage (including loss of profits or savings) arising out of or in connection with the supply of Goods or Services, except as stated in clause 9.1.
9.3 Time Limit for Claims
No action arising from the supply of Goods or Services by Hunter Filling Systems may be brought more than six months after the Customer becomes aware, or reasonably should have become aware, of the circumstances giving rise to the action.
10.1 Ownership of Intellectual Property
All intellectual property rights in the Goods or arising from the performance of Services remain the property of Hunter Filling Systems. The Customer warrants that any design or drawing provided does not infringe any intellectual property rights of others.
11.1 Risk Transfer
Risk in the Goods passes to the Customer upon delivery as outlined in clause 11.2.
11.2 Delivery Points
Delivery of Goods is deemed to occur at:
11.3 Delivery by Instalments
Hunter Filling Systems may deliver Goods in instalments. If the Customer fails to pay for an instalment on the due date, Hunter Filling Systems may suspend future deliveries.
11.4 Customer Responsibilities at Delivery
When Hunter Filling Systems delivers the Goods, the Customer must:
11.5 Decision on Site Access
Hunter Filling Systems will have the final decision on site access. Failure to deliver under this clause does not constitute a breach of contract by Hunter Filling Systems.
11.6 Customer Collection of Goods
If the Customer collects the Goods, they must comply with Hunter Filling Systems' health and safety rules, including undergoing appropriate site induction. The Customer must also assist in maintaining a safe and healthy workplace by identifying and controlling hazards.
11.7 Claims for Short Delivery
Claims for short delivery must be made within 48 hours of delivery. The Customer should provide the date of delivery and the delivery docket number.
11.8 Despatch Docket
The despatch docket will outline the specifications of the Goods ordered. The Customer is responsible for signing the despatch docket and verifying that specifications are correct before unloading the Goods.
11.9 Refusal of Delivery
If the Customer refuses all or part of an Order upon delivery, the Customer must pay in full for the Goods and any disposal costs associated with the returned Order.
12.1 Return Policy
Hunter Filling Systems is not obligated to accept returns unless agreed in writing. Failure to sign a despatch docket does not constitute rejection or cancellation of the Order; such rejection or cancellation must be notified in writing at least two hours before delivery.
12.2 Return of Damaged Goods
Goods damaged before delivery can be returned for replacement or credit if:
13.1 Exclusion for Business Purposes
The Customer agrees that the Consumer Guarantees Act 1993 does not apply if Goods or Services are supplied for business purposes.
13.2 Supplier Covenants
If the Goods are supplied to a Customer who is a supplier under the Consumer Guarantees Act, the Customer agrees not to make any statements or representations about the Goods other than those made by Hunter Filling Systems. The Customer indemnifies Hunter Filling Systems against claims or costs related to statements made contrary to this clause.
14.1 No Liability for Force Majeure
Hunter Filling Systems is not liable for any failure or omission to perform under these Terms or any Order or Quote if such failure arises from Force Majeure. "Force Majeure" includes events outside Hunter Filling Systems' reasonable control.
15.1 Termination Rights
Hunter Filling Systems may immediately cancel any Order and/or the Customer's right to hold a Credit Account if:
16.1 Authorisation for Personal Information
The Customer authorises Hunter Filling Systems to collect, retain, and use personal information for:
16.2 Continuing Authority
All authorisations given are continuing authorities and apply throughout the trading relationship.
16.3 Customer's Rights
If the Customer is an individual, they have the right to access personal information held by Hunter Filling Systems and may request correction of such information.
17.1 Resolution Process
The parties agree to use their best efforts to resolve any disputes promptly. If a dispute arises ("Dispute"), the party claiming the Dispute must serve notice to the other party detailing the subject matter and specifics of the Dispute. After receiving the notice, senior management of both parties shall meet within ten (10) working days to attempt to resolve the Dispute in good faith.
17.2 Legal Action
If senior management fails to resolve the Dispute within twenty (20) working days of notice, either party may take legal action, including commencing legal proceedings, as deemed necessary to resolve or determine the Dispute.
18.1 Guarantee by Guarantors
The Guarantor(s) of the Customer jointly and severally unconditionally guarantee the payment of all outstanding monies by the Customer and agree to indemnify Hunter Filling Systems against all damages, losses, costs, and expenses arising from any failure by the Customer to pay.
18.2 Principal Debtor
The liability of the Guarantor(s) is deemed that of a principal debtor. This guarantee is additional to any other security or rights Hunter Filling Systems may have and may be enforced against the Guarantor(s) without first pursuing other securities or rights or taking action against the Customer.
18.3 Effect of Concessions
The liability of the Guarantor(s) is not affected by any concession, credit, or indulgence granted to the Customer or any other person providing a similar guarantee.
18.4 Irrevocable Guarantee
This guarantee and indemnity is irrevocable and continuing, remaining in force until all obligations under the Customer's credit account are fully paid, satisfied, or performed.
19.1 Waiver
Hunter Filling Systems' failure or delay in exercising any right under these Terms does not constitute a waiver of that right or any other rights in the future.
19.2 Severance
If any part of these Terms is unenforceable, that part shall be severed, and the remainder of the Terms shall remain binding.
19.3 Confidentiality
Both parties shall preserve as confidential any information of a confidential nature acquired in relation to the other, except as required by law.
19.4 Variation
Hunter Filling Systems may vary these Terms at any time by posting the revised Terms on its website at www.hunterfillers.com. Variations do not affect the nature or extent of the security interest granted by the Customer under clause 6 without written agreement from the Customer. Notification of amendments may also be given via invoice, and receipt of the invoice will be deemed acceptance of the amended Terms.
19.5 No Partnership
The relationship between the parties is not and shall not be construed as a partnership.
19.6 Further Acts
The Customer shall execute all documents and perform all acts reasonably required by Hunter Filling Systems to effect the matters contemplated by these Terms.
19.7 Entire Agreement
Except as otherwise agreed in writing, including under clause 1.2, these Terms constitute the entire agreement between the parties.
19.8 Notice
Any notice under these Terms is valid if sent by pre-paid post, facsimile, or electronic mail to the address provided by either party. Notices sent by post are deemed received on the third working day after posting. Notices sent by facsimile or email are deemed received on the date specified on the receipt or delivery confirmation.
19.9 Jurisdiction
These Terms are governed by New Zealand law, and the parties submit to the exclusive jurisdiction of New Zealand courts.
20.1 Confidentiality of Information
Hunter’s quotes, proposals, and any related financial or business information, as well as technical information, data, specifications, plans, designs, drawings, know-how, and ideas (collectively "Information"), are confidential and proprietary to Hunter Filling Systems.
20.2 Customer’s Obligations
The Customer agrees to treat all Information confidentially and to take reasonable precautions against disclosure to third parties. The Customer shall use the Information solely for evaluating Hunter’s proposals or quotes. Any other use of the Information is strictly prohibited.
