Terms and Conditions of Sale

All products and services (“Goods”) supplied by Blacks Fasteners Limited (“Blacks”) are supplied subject to the following terms and conditions of sale which shall prevail despite any indication to the contrary by any person acting or purporting to act on Blacks behalf. Accordingly, the purchaser("Purchaser") must obtain written confirmation of all variations to the conditions (including all representations or understandings which may conflict with one or more of them) set out below.

1. Price

   The Goods shall be supplied to the Purchaser at the relevant list prices (plus GST) from time to time current (having regard to any applicable discounts) as fixed by Blacks.

2. Payment

   1. Payment is to be made by the last working day of the month following date of invoice. Notwithstanding such credit period, full payment for all Goods at any time supplied by Blacks shall become due immediately upon the Purchaser becoming insolvent or upon the commencement of any act or proceeding in which the Purchaser’s insolvency is involved or if the Purchaser resolves to wind up or is ordered to be wound up or has a receiver, liquidator or official manager appointed in respect of all or any of its assets.
   2. Failure by the Purchaser to make payment on any amount payable pursuant to these terms and conditions on the due date shall constitute a default and, without prejudice to any rights or remedies of Blacks, the Purchaser shall pay to Blacks penalty interest on any such amount at a rate of 2% per month. Such interest shall be payable on demand and shall accrue on a daily basis from the due date of payment.

3. Delivery

   Blacks undertakes to use all reasonable endeavours to deliver the Goods to the address specified by the Purchaser within the time specified and the Purchaser shall accept the Goods as if the Goods are delivered within reasonable time thereafter. Blacks reserves the right to deliver the Goods by instalment and each instalment shall be deemed to be a separate contract governed by these terms and conditions. Should Blacks fail to deliver any instalment within the time specified or a reasonable time thereafter, this shall not give the Purchaser any right of repudiation or rejection in respect of any other instalment.

4. Retention of Title

   1. Blacks will retain title to Goods it supplies until they have been paid for in full and the Purchaser has performed all their other obligations under these Terms.
   2. Clause 4(a) creates a security interest under the Personal Property Securities Act 1999 (PPSA) in Goods supplied to the Purchaser.
   3. At our request you will promptly sign any documents and do anything else required by us to ensure our security interest constitutes a first ranking perfected security interest in the Goods.
   4. We may at any time enter your premises and properties to uplift Goods that we have a security interest in.
   5. If Goods that we have a security interest in are processed, included or dealt with in any way causing them to become accessions, processed or commingled Goods, our security interest will continue in the whole in which they are included. You will not grant any other security interest or any lien in either the Goods or in the whole.
   6. You waive any rights you may have under sections 114(1)(a), 116, 120(2), 121, 125, 129, 131, and 133 of the PPSA.
   7. You waive your right to receive a copy of any verification statement (as that term is defined in the PPSA).

5. Returns

   Blacks shall accept returns if they have been previously authorised. Goods returned for credit must be in original condition and packaging and used, superseded, or discounted Goods will not be accepted for credit. A sale and invoice number must be forwarded with all returns. Blacks reserve the right to charge a handling fee and/or aging fee for Goods returned.

6. Risk and Insurance

   Risk and any Goods supplied by Blacks to the Purchaser shall pass to the Purchaser when such Goods are delivered to the Purchaser or into custody on the Purchaser’s behalf providing that if the Purchaser fails to accept the Goods or requests that the delivery of the Goods be delayed, risk in the Goods shall be borne by the Purchaser from the time of such failure or request as the case may be. The Purchaser shall insure the Goods for their full insurable value at all times until ownership in the Goods has passed to the Purchaser.

7. Warranties

   1. Blacks warrants that all Goods supplied by it shall be free from all defects in materials and workmanship. Any claim for breach of this warranty;
      1. must be made within in writing within 14 days of the defect becoming known;
      2. shall not apply in the event the Goods have been altered or modified in anyway;
      3. shall not apply if the Goods have been used otherwise in accordance with the manufacturer's instructions or product specifications; and
      4. must be made within 12 months of the date of delivery of the Goods to the purchaser.
   2. Blacks will make available and ensure that the Purchaser will have the benefit of all applicable manufacturer warranties. Blacks will use its reasonable endeavours to ensure that the manufacturers will comply with their warranty obligations, but shall not be personally responsible for the manufacturers warranty and all liability as an importer and deemed manufacturer under the Consumer Guarantees Act 1993 is excluded in accordance with clauses 8(c) and (d) below.
   3. The Consumer Guarantees Act 1993, the Fair Trading Act 1986, and other statutes may impose warranties, conditions or obligations on Blacks which cannot by law (or which can only to a limited extent by law) be excluded. Other than as expressly provided for in clause 8(a)), Blacks exclude all such imposed warranties, conditions or obligations to the extent permitted by law and exclude any warranty, condition or obligation imposed or implied under common law, equity or otherwise.
   4. Where the Purchaser acquires Goods and/or services from Blacks for the purposes of a business the parties acknowledge and agree that:
      1. the Purchaser is acquiring the Goods and/or services covered by these Terms for the purposes of a business in terms of sections 2 and 43(2) of the Consumer Guarantees Act 1993;
      2. the Goods and/or services are both supplied and acquired in trade for the purposes of the Fair Trading Act 1986 and the parties agree to contract out of sections 9 (Misleading and deceptive conduct generally), 12A (Unsubstantiated representations), and 13 (False or misleading representations); and
      3. the Purchaser agrees that all warranties, conditions, and other terms implied by the Consumer Guarantees Act 1993 or sections 9, 12A, and 13 of the Fair Trading Act 1986 are excluded from these Terms to the fullest extent permitted by law and the parties further acknowledge and agree that it is fair and reasonable that the parties are bound by this clause.
   5. The Purchaser acknowledges that in the event the Goods have been imported by Blacks, that Blacks, for the purposes of this clause 8, is deemed to be a manufacturer and the Purchaser shall indemnify Blacks from any liability as a manufacturer incurred as a result of unauthorised representations made by the Purchaser to third parties.

8. Testing services and engineer advice

   The Purchaser agrees that no warranty is given in respect of technical or engineering information in respect of Goods sold, provided by any engineer employed or contracted by Blacks. Any such information or guidance given by Black's engineer is for the Purchaser's information only and the Purchaser must rely on their own engineering advice and investigations.

9. Force Majeure

   Should any cause beyond the control of Blacks, including, but not limited to, any order of Government or other authority, strike, lock out, labour dispute, delays in transit, difficulty in procuring Goods, embargo, accident, emergency, act of God, pandemic, or other contingency, interfere with delivery by Blacks or with the performance by Blacks of any of its obligations under these terms and conditions then Blacks shall be entitled at its sole discretion to suspend its performance of any such obligation or to cancel any contract for the sale of Goods and shall not be liable to the Purchaser in any respect.

10. Liability

    1. Except as expressly otherwise provided by clause 8(a)., Blacks will not be liable for any loss or damage or liability of any kind whatsoever (including consequential loss or lost profit or business) whether suffered or incurred by the Purchaser or another person and whether in contract, or tort, or otherwise and whether such loss or damage arises directly or indirectly from goods or services provided by Blacks to the Purchaser.
    2. To the extent that Blacks is liable for any reason for any loss suffered or liability incurred by the Purchaser arising from any breach of these Terms or for any other reason, such liability is limited to the amount of the price of the Goods concerned.

11. Privacy of information

    1. The Purchaser authorises Blacks:
       1. to collect, retain and use information about the Purchaser from any person for the purpose of assessing your creditworthiness;
       2. to monitor, record and save phone calls for business purposes (including quality assurance and monitoring instructions);
       3. to disclose information about the Purchaser:
          1. to any person who guarantees, or who provides insurance, or who provides any other credit support, in relation to the Purchasers obligations to Blacks; and
          2. to such persons as may be necessary or desirable to enable Blacks to exercise any power or enforce or attempt to enforce any of Blacks rights, remedies and powers under these Terms.

12. Costs

    The Purchaser must pay Blacks costs (including legal costs, as between solicitor and client) of and incidental to the enforcement or attempted enforcement of Blacks rights, remedies and powers under these Terms.

13. Special Orders

    If specific Goods are ordered by the Purchaser to a particular specification that Blacks do not ordinarily stock (Special Order), then we may, at our discretion, require a minimum 10% deposit paid, with the balance payable otherwise in accordance with clause 2.