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Viewtech Limited – Trade Customer Terms and Conditions
Viewtech Limited agrees to supply goods and services to you in return for payment of the price for those Goods and Services on the Terms and Conditions below. Acceptance of delivery or receipt of any Goods or Services will (notwithstanding any statement to the contrary by you or your employees or agents) constitute acceptance of these Terms and Conditions. Where more than one Customer has entered into this agreement, the liability of the Customers under shall be joint and several.
“Customer” or “you” shall mean the client (or any person acting on behalf of and with the authority of the Customer) as described on any quotation or any other document provided by Viewtech to the Customer. Where more than one Customer has entered into this Application, the liability of the Customers under it shall be joint and several. For the avoidance of doubt, once a Customer introduces an individual to Viewtech as the Customer’s authorised representative, that person shall continue to have the full authority of the Customer unless and until Viewtech is notified in writing otherwise by the Customer.
“Due Date” means the date the Price payable is required to be made on or before of.
“Goods” shall mean all goods and surveillance technology (including software) supplied by Viewtech to the Customer in the course of carrying out the services.
“Price” shall mean the price payable for the Goods and Services as agreed between Viewtech and you in accordance with this Agreement. Goods and Services Tax (GST) and any other applicable taxes and duties (including customs clearance fees or import taxes) shall be added to the Price except where they are expressly included in the Price. The current rate of GST where payable is 15%.
“Services” shall mean all services supplied by Viewtech to the Customer in respect of the supply of Goods and includes any advice or recommendations.
“System Design” means any software, data interfaces, components, modules, or any other electronic systems provided or developed by Viewtech.
“Viewtech”, “we”, or “us” means Viewtech Limited, its successors or any person acting on behalf of and with the authority of Viewtech Limited.
2. Price and Payment
2.1 All prices exclude GST, any other applicable taxes and duties and insurance/freight/delivery/handling charges not expressly included in the price. You agree to pay these items (as applicable) in addition to the price, whether they are imposed before or after your order.
2.2 Payment must be made in cash prior to delivery of your order unless we agree otherwise in writing. A non-refundable deposit may be required at our sole discretion. If we allow you credit, payment in full is due by the 20th day of the following month from the date of invoice. We can impose a credit limit on you at any time and alter it at our sole discretion.
2.3 If additional Services are requested, or any variations become necessary due to any event outside of our control, or in the event of increases in the cost of labour and materials which are beyond our control, we reserve the right to charge for the variation in addition to the Price payable.
2.4 You must not withhold payment or make any deductions of any nature whether by way of set off (legal, equitable or otherwise), counterclaim or otherwise from any amount you owe us. Any default in payment shall make all money payable by you to us immediately due and we may withhold delivery of Goods and/or provision of services until you provide payment of all money payable by you to us.
3. Delivery and Risk
3.1 Risk in any Goods sold to you will pass to you on Delivery being the time the Goods are dispatched from our premises to you, whether the Goods are delivered to your address by us or uplifted from us by you or by a carrier arranged by you or us.
3.2 If any of the Goods are damaged or destroyed prior to property in them passing to you, we are entitled, without prejudice to any of our other rights or remedies under these terms and conditions (including the right to receive payment of the balance of the Price for the Goods), to receive all insurance proceeds payable in respect of the Goods whether or not the price has become payable under these terms and conditions. The production of these terms and conditions by us is sufficient evidence of our rights to receive the insurance proceeds without the need for any person dealing with us to make further enquiries.
3.3 Any date or time stated for dispatch is an estimate only and not a condition of sale.
4. Security Interest
4.1 Ownership of all Goods we supply to you will not pass upon Delivery but will remain with us until we have received total payment in clear funds of all moneys owing by you to us (whether relating to those Goods, to the supply of Services, or to any other personal property supplied). We hold a Security Interest in all Goods supplied to you for payment of those moneys.
4.2 Until all moneys due to us are paid, you agree to act as our fiduciary and to:
i. Not sell, charge, or part with possession of the Goods, otherwise than for their full value in the ordinary course of business.
ii. Not alter, obliterate, or deface the Goods and not alter, obliterate, deface, cover up, or remove any identity mark indicating that the Goods are ours.
iii. Store the Goods in such manner that they are clearly identifiable as our property and keep separate records of the Goods.
iv. Hold the proceeds of the resale of the Goods in trust for us, in a separate and identifiable manner.
4.3 At our request, you will promptly deliver, execute or do (or cause to be executed, delivered or done) any documents, contracts, agreements, deeds or other action that we may require from time to time to give effect to these Terms and Conditions, including without limitation doing all such things as we may require to ensure that the Security Interest created under these Terms and Conditions constitutes a perfected Security Interest over the Goods. This includes, but is not limited to, providing any information we request to complete a financing statement or a financing change statement for the Personal Property Securities Register.
4.4 You waive any right to receive a verification statement under the PPSA.
4.5 Where you are in default, you agree to Viewtech entering your premises or any other place where the Goods are located, or where Viewtech reasonably believes that the Goods are located and taking possession of and selling the Goods even if Viewtech does not have priority over other persons having a Security Interest in the Goods. Sections 108, 109 and 120(1) of the Personal Property Securities Act 1999 (PPSA) do not apply to the extent that they are inconsistent with this clause.
4.6 Nothing in sections 114(1)(a), 117(1), 133 and 134 of the PPSA shall apply to these Terms and Conditions. Your rights as a debtor in sections 116, 119, 120(2), 121, 125-127, 129, 131 and 132 of the PPSA shall not apply to these Terms and Conditions.
4.7 We are entitled at any stage during the continuance of this Agreement to request such security or additional security as we in our sole discretion think fit and shall be entitled to withhold supply of goods or credit arrangements until such security or additional security shall be obtained.
4.8 We may issue proceedings to recover payment for the Goods notwithstanding that ownership of the Goods may not have passed to you.
5. Exclusion of Warranties
5.1 If you are acquiring the Goods or Services for business purposes, the guarantees under the Consumer Guarantees Act 1993 do not apply.
5.2 Unless you have rights under the Consumer Guarantees Act 1993 or other legislation, which cannot be excluded or limited, there are no warranties express or implied. This disclaimer includes implied warranties as to merchantability and fitness for a particular purpose.
5.3 Once you have paid us for the Goods, we will pass on to you the benefit of our own return to base warranty. This warranty is valid for one year from date of purchase. The cost of returning the goods will be incurred by you and we will not be liable for the cost of removing or uninstalling goods that have become faulty. The return to base warranty (time of which depends on what is advertised with the product) covers manufacturer’s defects and failures and it will be to Viewtech Limited’s discretion whether a warranty claim will be accepted. In case of a warranty claim the goods will be repaired or if this cannot be done replaced with a same or similar product. If this cannot be done a full credit of the purchase price of the item will be given excluding the cost of freight.
5.4 For the sake of clarity, subject to clause 5.3, Viewtech is not liable to the Customer (whether in contract, tort or otherwise) for any loss (including but not limited to loss of profits and consequential loss) of any kind whatsoever resulting from any defect in the Goods that are supplied by a third Party.
6. Limitation of Liability
6.1 In no event shall Viewtech be liable to you for damages resulting from, or in relation to, any failure or delay of Viewtech to provide Goods or Services under this Agreement.
6.2 Viewtech shall be under no liability whatsoever to you for any indirect and/or consequential loss and/or expense suffered by the Customer arising out of a breach by Viewtech of the Agreement. In the event of any breach of this Agreement by Viewtech, the remedies available to you shall be limited to damages which under no circumstances shall exceed the price of the Goods or Services.
6.3 You acknowledge that any advice or recommendations provided by Viewtech are on the basis of Viewtech’s industry knowledge and experience only and shall not be deemed to be specialist advice.
6.4 You hereby disclaim any right to rescind, cancel this Agreement, or to sue for damages arising out of any inadvertent misrepresentation made to you by Viewtech and you acknowledge that this Agreement has been entered into solely upon your own skill and judgment.
7.1 If you do not pay any monies owed to us (“the unpaid monies”) within 5 working days of
7.2 the due date, we may charge penalty interest at a rate of 2.5% per calendar month calculated daily on the unpaid monies from the due date until payment in full is made (including after as well as before any Court judgment).
7.3 You agree to indemnify us for and pay, on demand, all costs incurred by us (including legal costs on a solicitor-client basis and debt collection costs) in the recovery or attempted recovery of unpaid moneys and/or the enforcement of these Terms and Conditions or the Security Interest contained in these Terms and Conditions.
8. Use of information
8.1 You acknowledge that we may collect information about you to assess any application for credit, to check your present and continued credit worthiness, and if necessary, to collect outstanding debt from you and for direct marketing activities (‘the purposes set out above’). You consent to us disclosing such information, as well as any default in payment by you, to any credit or debt collection agency, and to any person/agency we appoint to collect any outstanding debt from you, if necessary, for the purposes set out above.
8.2 If information is provided to a credit or debt collection agency, they will hold that information on their systems and use it to provide their credit reporting service, including updating its credit reporting database and providing that information to other customers they have, and you consent to that use and disclosure. We may request, and any person or organization (including any credit or debt collection agencies) may provide, information about you to us, both now and in the future, for the purposes set out above and you consent to us seeking that information in the course of our business and disclosure of that information to us.
8.3 If you are an individual, you have the right under the Privacy Act 2020 to see and correct any personal information held by us or any agency about you pursuant to this Application.
8.4 You must notify us of any change in circumstances that may affect the accuracy of the information you provided to us. Your failure to provide the personal information sought in the Application, may result in the Application being declined.
9. Intellectual Property
9.1 You acknowledge that in respect of any System Design, together with any custom applications, computer software and documentation designed by us, we retain ownership of the System Design and any associated documentation and copyright but grant you a non-exclusive and non-transferable licence for its use. You shall not use or supply the same way in any way whatsoever, other than in accordance with this Agreement, without first obtaining the written consent of us.
9.2 You agree to use any third-party software supplied by Viewtech strictly in compliance with the terms of the licence under which it is supplied.
9.3 You further agree that you shall not:
i. use in any way, or rely on the System Design for any purpose other than for what it is intended by this Agreement;
ii. copy, reproduce, translate, adapt, merge or create any derivative work based on the System Design;
iii. reverse engineer, decompile, disassemble, reconfigure, or otherwise attempt to discover the source code of the System Design or assist another party to do the same;
iv. sell, market, network, transfer, lease, licence, sub-licence, rent, lend, or otherwise distribute, the System Design in any way whatsoever;
v. use the System Design to commit a crime (including, but not limited to, sending spam);
vi. and you agree to indemnify Viewtech against any action taken by a third party against Viewtech in respect of any of the above.
9.4 You warrant that all designs or instructions provided to Viewtech will not cause Viewtech to infringe any patent, registered design, or trademark in the execution of your order and you agree to indemnify Viewtech against any action taken by a third party against Viewtech in respect of any such infringement.
10.1 If you use Viewtech’s website, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you are under 18, you may use our website only with involvement of a parent or guardian. Viewtech Limited reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.
10.2 Viewtech Limited grants you a limited licence to access and make personal use of Viewtech’s website and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Viewtech Limited. This licence does not include any resale or commercial use of Viewtech’s website or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots or similar data gathering and extraction tools. You may not use any meta tags or any other hidden text utilizing Viewtech Limited’s name or trademarks without the express written consent of Viewtech Limited. Any un-authorised use terminates the permission or licence granted by Viewtech Limited. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Viewtech Limited so long as the link does not portray Viewtech Limited, its associated, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. This site or any portion of Viewtech’s site may not be reproduced, supplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Viewtech Limited. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Viewtech Limited and our associates without express written consent. You may not use any Viewtech Limited logo or other proprietary graphic or trademark as part of the link without express written permission. You will not use Viewtech’s website, or any product obtained from it for illegal purposes.
10.3 Occasionally, at our discretion, we may include or offer third party products or services on our website. These third-party sites have separate and independent privacy policies. We therefore have no responsibility or liability for the content and activities of these linked sites. Nonetheless, we seek to protect the integrity of our site and welcome any feedback about these sites.
11. General Provisions
11.1 These terms apply to all transactions where we supply Goods or Services to you. If there is any inconsistency between these terms and any order submitted by you or any other arrangement with us, these terms prevail unless otherwise agreed by us in writing.
11.2 If any provision of these terms and conditions is held by any court to be illegal, void, or unenforceable, such determination shall not impair the enforceability of the remaining provisions.
11.3 This contract and its terms are governed by, and shall be construed in accordance with, the laws of New Zealand. Both parties submit to the exclusive jurisdiction of the New Zealand Courts. We may review and change these terms and conditions at any time and from time to time. Any such change will take effect from the date on which we notify you of the change.