Data Communication Solutions
Our Terms & Conditions of Sale
1.0 DEFINITIONS
HOLLAND COMMUNICATIONS LIMITED (HCOM) is a supplier of goods and services in the Electronics and Telecommunications industry. This can include design of custom solutions, manufacturing, and/or supply of electronic and telecommunication related products and/or services.
THE BUYER is anyone who has requested that HCOM supply goods or services to it.
THE CONTRACT incorporates HCOM’s agreement to supply and the buyer’s agreement to purchase goods and/or services as described in the relevant purchase order and confirmation of that order, or quotation and acceptance of that quotation.
CONFIDENTIAL INFORMATION means any information that is not available publicly and which is obtained from the other party in the course of negotiations or implementation of the contract; and includes the existence of the contract, its subject matter and the terms and conditions under which the contract is bound.
DELIVERY is deemed to be met at the earlier of when goods are delivered or signed for.
GOODS mean’s any product(s), service(s) and accessories to be supplied under the contract by HCOM to the buyer, including customised solutions supplied pursuant to clause 4.0.
PRICE means the price of the goods in New Zealand dollars (unless otherwise stated). This may include (but is not limited to) prices quoted on HCOM’s website upon selection, prices appearing on written or emailed quotations, and determined in accordance with these Terms and Conditions of Sale.
RETURN-TO-BASE means goods are to be returned by the Buyer, or at the Buyers expense, to HCOM’s current address of operation.
SPECIFICATION ALTERATION means a specification alteration made in accordance with Clause 4.0.
WORKING DAY means a day other than a Saturday or Sunday or statutory holiday.
2.0 CONTRACT
2.1 These Terms and Conditions of Sale supersede any existing written agreement between HCOM and the buyer
for the supply of goods.
2.2 The provision of a purchase order number by the buyer, or the emailed or written acceptance of an HCOM
quotation by the buyer, or the confirmation of an HCOM website order placed by the buyer will be deemed
to be acceptance by the buyer of these Terms and Conditions of Sale. Receipt by HCOM of the purchase
order number or quotation acceptance, along with HCOM’s quotation and/or confirmation of order shall
form the contract between HCOM and the buyer.
2.3 Where a conflict is identified between a quotation and the related purchase order, then the quote shall
prevail, unless HCOM’s confirmation of order confirms and agrees to the amendment(s). All quotes, purchase
orders are subject to these Terms and Conditions of Sale.
2.4 No contract or purchase order shall be varied or cancelled without HCOM’s prior written consent and without
payment of any variation or cancellation charge determined by HCOM.
3.0 PURCHASE ORDERS AND QUOTATIONS
3.1 Purchase orders bind the buyer to the receipt of, and payment for, the goods detailed in the purchase order
or accepted quotation at the quoted quantities and price(s) or, in the case of HCOM website orders, in
accordance with these Terms and Conditions of Sale.
3.2 Purchase orders must advise the quantities required, the description and/or specifications of the goods
required, the preferred delivery date, the delivery address, any other applicable provisions, and the
relevant quotation number and quoted price.
3.3 Any omission of relevant information from the purchase order or incorrect information provided by the buyer
on the purchase order may result in costs incurred by HCOM which, at HCOM’s discretion, may require the buyer
to compensate HCOM in the amount of those costs.
3.4 If, during the execution of the contract, HCOM reasonably considers that the buyer is unable to fulfil any of
the Terms and Conditions of Sale then HCOM may, in its sole discretion, suspend performance of its
obligations under this contract including manufacturing to meet the requirements of any purchase order or
accepted quotation.
3.5 Unless stated in writing by HCOM, quotations expire thirty (30) days after provision to the buyer by HCOM.
Where importation of goods or materials is required then the quotation may state price for those goods in
foreign currency. In those instances, the New Zealand Dollar (NZD) exchange rate and NZD price will appear on
the final invoice for the goods and will include and itemise any additional financial charges relating to the
foreign exchange transaction.
3.6 Quotations may include estimated freight costs or, where importing, estimated import duties and taxes where
possible. The actual costs will be included on the tax invoice provided to the buyer and, in providing a
purchase order on this basis, form part of the accepted contract price payable by the Buyer.
4.0 CUSTOMISED GOODS
4.1 Where goods are designed and/or manufactured to order for the buyer, the buyer may request an alteration to
the specification detailed by the purchase order or the accepted quotation. HCOM will confirm in written form
whether the request for alteration can be agreed to and will detail any conditions of the agreement for
alteration.
4.2 The cost of complying with this alteration shall be added to the contract price of the goods (or deducted
from the price of the goods where applicable) and will be confirmed in writing by HCOM. Where HCOM, at its
sole discretion, deems the additional cost to be such that a deposit or partial payment needs to be received
from the buyer, then this deposit or partial payment shall be due prior to HCOM continuing to fill the
purchase order.
5.0 PAYMENT
5.1 Payment for goods provided shall be made by the 20th day of the month following the date of
invoice, unless alternative payment arrangements have been agreed to in writing by HCOM prior to the
provision of the purchase order or accepted quotation.
5.2 The buyer shall not be entitled to withhold payment for any goods where there is no dispute relating to those
goods. This applies to contracts where one or some of the goods are disputed while further goods party to the
same contract are not in dispute. In this situation the buyer must make full payment for goods not in
dispute, by the due date specified under these terms. In the first instance any dispute over goods supplied
should be communicated by the buyer to HCOM in writing prior to the due date for payment of these goods.
5.3 All prices are exclusive of Goods and Services Tax unless otherwise stated.
5.4 HCOM may offset any payments due to the buyer while any overdue amounts payable to HCOM remain outstanding.
5.5 Where the buyer is in default of these terms due to non-payment or late payment, penalty interest at the rate
of 2% per annum above HCOM’s current base overdraft rate may be payable by the buyer to HCOM for the duration
of the default. This financial penalty will not prejudice HCOM’s other rights or remedies.
5.6 In addition to Clause 5.5 above, the buyer will be liable for all debt collection costs, including
solicitor’s costs, incurred by HCOM in debt recovery.
5.7 Notwithstanding 5.1, 5.5 and 5.6 above HCOM may, at its sole discretion, require the buyer to make payment in
full prior to provision of goods where the buyer has previously been in default of these terms.
5.8 Where no credit history exists between the two parties or a change of ownership occurs, a credit application
may be provided by HCOM to the buyer for completion with a request for personal and account information
including provision of relevant trade references. HCOM may, as a result of its enquiries, require the buyer
to provide security in the form of a personal guarantee, or similar. HCOM may, as a result of its enquiries,
apply a limitation on the value of credit provided to the buyer at any given time as a condition to approval
of credit terms. HCOM may, as a result of its enquiries, apply other conditions to the approval of credit
terms, in its sole discretion.
6.0 DELIVERY & RISK
6.1 Date for delivery of goods shall be considered approximate only and not deemed to be the essence of the c
contract, unless specified as such in writing by both the buyer and HCOM.
6.2 While HCOM will endeavour to meet any nominated delivery dates, no penalty or reduction in the price will be
available based on the failure to meet a delivery date. HCOM will take all reasonable steps to communicate
any delays to the buyer as circumstances arise that may result in this.
6.3 Delivery of goods shall be to the address specified in the Purchase Order, unless otherwise requested by the
buyer and agreed by HCOM in writing.
6.4 HCOM will not accept liability for goods delivered or “missing goods” where the buyer is not present to
receipt the goods.
6.3 Any goods delivered by a third party, on behalf of HCOM, must be checked by the buyer before signing for
goods to ensure that full delivery has occurred and that the packaging or goods contained therein are not in
a damaged condition. Where the packaging or the goods are in a damaged condition, or only partial delivery
has occurred, then the buyer must sign the goods as such with the third party at the time of delivery and
advise HCOM within 24 hours.
6.4 From the date of delivery until property in the goods passes to the buyer, the buyer takes responsibility for
any loss, damage or deterioration of the goods and must insure against all appropriate risks. Where the goods
are damaged or destroyed prior to property therein passing to the buyer, HCOM shall be entitled to receive
all insurance proceeds which are payable in respect of the goods without prejudice to its other rights or
remedies under the contract.
7.0 PROPERTY
7.1 Title to goods supplied by HCOM shall remain the property of HCOM until all monies relating to the same have
been received and cleared into HCOM’s bank account.
7.2 Where payment for goods supplied is due and not paid or where there is any doubt that payment can be met by
due date then the buyer must, at HCOM’s request, return the goods to HCOM immediately.
7.3 Until such time as full payment for goods supplied has been received by HCOM, the Buyer must ensure that
those goods remain in its possession or are legally accessible for removal and return to HCOM, and that the
particular goods can be identified by the Buyer as being subject to a particular invoice.
7.4 Where Clause 7.2 is not met to the satisfaction of HCOM, the buyer acknowledges that HCOM retains the right
to enter any building or site owned or leased by the Buyer in order to search for and re-take possession of
such goods. Any costs associated with repossession of goods will be borne by the Buyer.
8.0 RETURNS
8.1 Unless under warranty conditions, HCOM will not accept the return of goods supplied unless agreed by HCOM in
writing. Any such agreement would be subject to a cost to the Buyer for the retesting and repackaging of
goods, the delivery of returned goods from the Buyer to HCOM, and other allowances specified in the written
agreement. Any such costs would be offset against the credit raised to the Buyer.
9.0 WARRANTY
9.1 HCOM offers the Buyer a 12 month return-to-base warranty on its goods. Any defects in materials or
workmanship arising within 12 months from the date of delivery shall be rectified by HCOM. This is
conditional upon the absence of any modifications to defective goods, incorrect installation, storage or
operation of goods, by a party other than HCOM.
9.2 Any attempts to repair the defective goods, by a party other than HCOM, will void the warranty.
9.3 Any claim for defective goods or workmanship must be received by HCOM, in writing, as soon as is reasonably
possible after the defect is discovered.
9.4 Liability for defective goods or workmanship, or attributed loss, will be limited to the lessor of the
replacement cost or repair of such goods.
9.5 Goods supplied by HCOM must be handled and installed using Electrostatic Discharge (ESD) protection and all
installed systems should incorporate ESD protection. Failure to implement these procedures will void product
warranty.
9.6 Environmental factors such as abnormal temperature extremes, humidity/dampness, corrosive atmospheres,
vibration, power supply fluctuations/transients or other such interference from high power switching or radio
frequency sources are outside the terms of HCOM’s warranty.
9.7 Signal path variations causing poor radio reception such as but not limited to line of sight, fresnel zone
clearances, multiple path reflections, knife edge refraction, absorption by vegetation, growing vegetation,
summer/winter variations, obstructions by buildings, hills etc are all factors that are out of HCOM’s
control. While every effort will be made by HCOM, if required, to offer a solution or advice HCOM cannot be
made responsible for the above factors.
10.0 LIMITATION OF LIABILITY
10.1 HCOM shall not be liable for any loss of profits or any other consequential, indirect or special loss
suffered by the buyer or any other person arising from any breach by HCOM of the contract or from any
negligence on the part of HCOM, its agents or contractors in relation to the contract, or loss due to failure
of goods supplied.
10.2 The buyer shall not have any right of recourse (whether by legal proceedings or otherwise) against HCOM in
respect of any claims made against the buyer by any third parties in relation to any loss of profits or any
other consequential, indirect or special loss suffered by any such third parties arising from any breach by
HCOM of the contract or from any negligence on the part of HCOM, its agents or contractors in relation to the
contract.
10.3 Notwithstanding anything contained in 10.0 or contained elsewhere in the contract, the liability of HCOM,
whether in contract, tort or otherwise, in respect of all claims for loss, damage or injury arising from
breach of any of HCOM’s obligations arising under or in connection with the contract or otherwise shall not,
in combination, exceed the price for the goods concerned.
11.0 INTELLECTUAL PROPERTY
11.1 All materials, including, but not limited to hardware, software, programs, source code, firmware and object
code, comments to the source or object code, specifications, documents, abstracts and summaries thereof
developed by HCOM remain the exclusive intellectual property of HCOM.
11.2 Any specific modifications made to the hardware, software or firmware by HCOM for the purpose of customising
the product for the buyer will be charged on a time basis. Only if specifically agreed in writing by HCOM
will any software or firmware be created and sold to a buyer.
12.0 FORCE MAJEURE
12.1 Neither party will be liable for any act, omission, or failure to fulfil its obligations under these
Conditions of Sale if such act, omission or failure arises from any cause reasonably beyond its control
including strikes, lockouts, riots, acts of war, epidemics, governmental action superimposed after the date
of these Conditions of Sale, fire, communication line failures, power failures, earthquakes or other
disasters (“Force Majeure”).
12.2 The party unable to fulfil its obligations due to a Force Majeure shall:
(a) Immediately notify the other in writing and provide full information concerning the Force Majeure event
including an estimate of the time likely to be required to overcome the event;
(b) Use its best endeavours to overcome the event and minimise the loss to the other party; and
(c) Continue to perform its obligations as far as practicable.
13.0 PRIVACY ACT 1993
13.1 Personal information supplied to HCOM by the Buyer may be retained in HCOM’s database. The Buyer has the
right under the Privacy Act 1993 to access any personal information held by HCOM or to request the amendment
of incorrect information or deletion of personal information.
13.2 HCOM will only use personal information for the purpose for which it was supplied. HCOM may supply
information to a third party for the purposes of credit approval or debt collection. HCOM will never sell the
Buyers information to any third party or business.
14.0 SEVERABILITY
14.1 In the event that any provision of these Terms and Conditions of Sale is determined to be unlawful, void or
unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable
law, and the unenforceable portion shall be deemed to be severed from these Terms and Conditions of Sale.
Such determination shall not affect the validity and enforceability of any other remaining provisions.
15.0 GOVERNING LAW
15.1 The contract shall in all respects be deemed to be a contract made in New Zealand and the construction,
validity and performance of the contract shall be governed by New Zealand Law and the New Zealand courts will
have exclusive jurisdiction in relation to the contract.
TERMS & CONDITIONS OF SALE SPECIFIC TO WEBSITE
16.0 CHANGES TO TERMS OF SERVICE
16.1 The most current version of HCOM’s Terms and Conditions of Sale can be reviewed, at any time, on our website.
16.2 HCOM reserves the right, at its sole discretion, to update, change or replace any part of these Terms and
Conditions of Sale by posting updates and changes to our website. It is the Buyer’s responsibility to check
our website periodically for changes. Your continued use of, or access to, our website following the posting
of any changes to these Terms and Conditions of Sale constitutes acceptance of those changes. HCOM will
endeavour to communicate any updates to Terms and Conditions of Sale via alternative methods of communication
periodically, but the onus remains with the Buyer.
17.0 ERRORS, INACCURACIES AND OMISSIONS
17.1 Occasionally there may be information on our site or in the Service that contains typographical errors,
inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product
shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or
omissions, and to change or update information or cancel orders if any information is inaccurate at any time
without prior notice (including after you have submitted your order).