Terms of Trade

Terms & Conditions of Trade

    1. “Customer” shall mean any person or entity receiving products and/or services from ARC, and any person acting on behalf of and with the authority of that person or entity and any person signing the ARC Credit Application Form.
    2. “Goods” shall mean:
      1. All goods, services and advice provided by us to you and shall include without limitation the supply of associated goods and all charges for labour, travel charges, hire charges, insurance charges, parts, monitoring charges, or any fee or charge associated with the supply of goods and/or services by ARC to the Customer; and
      2. All of the Customer’s present and after-acquired goods that we have performed work on or to or in which goods or materials supplied or financed by us have been attached or incorporated.
      3. The above descriptions may overlap but each is independent of and does not limit the others.
    3. “ARC” shall mean ARC Security Solutions Limited, or any agents or employees thereof.
    4. “Price” shall mean
      1. the total cost to the Customer of the goods as appearing in any invoice issued by ARC and may include a deposit, freight and all disbursements e.g. charges ARC pays to others on the Customer’s behalf. GST is payable by the Customer in addition to the contract price unless ARC expressly states otherwise in writing.
      2. The price to be paid shall be according to any quotation submitted by ARC to the Customer. If no quotation has been submitted, the prices shall be according to the price list in force at the time of dispatch of the goods. If neither of these apply, the price shall be as indicated on an invoice by ARC upon completion of the order.
    1. These terms and conditions apply to the supply of any goods supplied or provided by ARC to the Customer, unless specified otherwise in writing, and prevail over any other terms even if before this agreement or at some later date we purport to accept other terms unless we do so expressly under this clause.
    2. On requesting or placing any order for goods from or with ARC the Customer shall be deemed to have read, understood and accepted these terms and conditions.
    3. ARC reserves the right to review and change these terms and conditions at any time.
    1. The Customer will at ARC’s request promptly provide all necessary complete, accurate and up-to-date information that ARC deems relevant to consider the Customer’s credit application and/or the ongoing supply of credit to the Customer. All information collected will be held exclusively by ARC. ARC may refuse to provide credit to the Customer if the requested information is not provided.
    2. The Customer shall give ARC at least 14 days’ prior written notice of any proposed change in the Customer’s contact details including, but not limited to, changes of operational control, directorship, address, and/or trading name.
    3. The Customer authorises ARC to collect, retain and use any information about the Customer from any person, for the purpose of assessing the Customer credit worthiness, enforcing any rights under this contract, or marketing any goods provided by ARC to any other party including contact the credit references given by the Customer and to collect any information from those referees that ARC deems relevant to consider the Customer’s credit application and/or the ongoing supply of credit to the Customer.
    4. The Customer authorises ARC to disclose any information obtained to any person for the purposes set out in clause 3.3.
    1. Unless specified otherwise by ARC in writing payment shall be made in full by:
      1. the 20th of the month following the month of invoicing for commercial customers (“the due date”); or
      2. the 14th day after the date of the invoice for non-commercial customers (“the due date”).
    2. If the Customer does not pay the full amount invoiced by the applicable due date, then the Customer shall pay default interest on the unpaid amount at the rate of 3% per month, compounding monthly, from the due date until the date of actual payment in full of the unpaid amount together with any default interest accrued thereon.
    3. The classification of the Customer as a commercial or non-commercial customer is at the sole discretion of ARC.
    4. The Customer agrees to fully indemnify ARC for any costs incurred by ARC arising out of, or incidental to, the enforcement or attempted enforcement by ARC of its rights under this contract, including but not limited to solicitor-client costs and/or debt collector fees, disbursements and charges.
    5. A deposit may be required and if so it shall be paid immediately an order is placed by the Customer. All and any deposits paid are non-refundable.
    6. ARC reserves the right, at its sole discretion, to withdraw credit facilities at any time from the Customer.
    7. If ARC serves on the Customer a payment claim under the Construction Contracts Act 2002, any payment schedule in response must be provided to ARC within seven days of service.
    1. Where a quotation is given in writing by ARC for goods:
      1. Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
      2. Prices quoted shall be exclusive of GST unless specified otherwise in writing;
      3. Prices quoted by ARC shall be subject to adjustment, correction or withdrawal at any time before acceptance of the Customer’s order by ARC. Unless specified to the contrary, prices quoted are “ex ARC premises”, and freight or travel costs will be charged where applicable.
      4. Prices quoted by ARC may be increased by the amount of any increase, between the date of quotation and the date of delivery of the goods, in the cost of materials, freight, travel charges, labour, interest rates, duties or levies.
    2. Where goods are required in addition to the goods specified in the quotation, the Customer agrees to pay for the additional cost of such goods.
    3. A quotation that is not in writing on ARC’s letterhead shall not be valid and ARC shall not be bound by it.
    1. Risk shall pass to the Customer when the goods leave ARC’s premises, even though ARC may arrange delivery or insurance cover.
    2. ARC shall retain title to the goods sold until they are paid for in full whether or not the goods have been supplied to the Customer. Full payment includes the whole of the price and any other sum(s) payable by the Customer on any account whatsoever, including any default interest incurred. Until full payment is made the Customer undertakes to: 1) ensure that the goods will at all times be able to be identified as the property of ARC; 2) maintain the goods in the same condition they were in when supplied to the Customer (subject to clause 6.3 below); 3) pay all proceeds to ARC if the goods are sold to a sub-buyer; 4) notify ARC immediately of any change in the address at which the goods are kept; 5) not grant a security interest over the goods to a third party.
    3. If the goods are attached, fixed, or incorporated into any of the Customer’s property, by way of any manufacturing or assembly process by the Customer, ARC or any third person, title in the goods shall remain with ARC until the Customer has made full payment for all goods, and where those goods are mixed with other property so as to be part of any new goods, title to the new goods shall be deemed to be assigned to ARC as security for the full amount the Customer owes ARC.
    4. If the Customer fails to comply with ARC’s terms of payment, ARC shall have all rights and remedies as may be available to it, whether in law or equity or otherwise howsoever arising, and ARC or its authorised agent may enter upon any premises where the goods are situated and take possession of such goods. The Customer shall fully indemnify ARC for any claim and/or demand which may be brought against ARC in respect of such entry and taking of possession.
    1. ARC shall have a Purchase Money Security Interest in all goods sold to the Customer until full payment has been made by the Customer in respect of all amounts invoiced to the Customer.
    2. The Customer gives ARC a security interest in all of the Customer’s present and after-acquired property that ARC has performed services on or to or in which goods or materials supplied or financed by ARC have been attached or incorporated.
    3. The Customer acknowledges that the above clause create a security interests (as that term is defined in the Personal Property Securities Act 1999 (“PPSA”)) in the goods. ARC may perfect its Security Interest by registering a financing statement(s) pursuant to the PPSA. The Customer will at ARC’s request promptly execute any documents, provide all necessary complete, accurate and up-to-date information and do anything else required by ARC to ensure that the security interest constitutes a perfected security interest (as that term is defined in the PPSA) including all information required to register a financing statement on the personal property security register.
    4. The Customer waives its right to receive a copy of any verification statement (as that term is defined in the PPSA) under s148 of the PPSA.
    5. The Customer agrees that, to the extent permitted by s107 of the PPSA, the Customer shall have no rights under, and ARC shall have no obligations under, the provisions of Part 9 of the PPSA. ARC reserves its rights under Part 9 and the Customer further agrees that where ARC has rights in addition to those underPart 9 of the PPSA, those rights shall continue to apply.
    6. The Customer agrees that the goods shall not become affixed to any building or other realty and shall not lose their status as “personal property” by being installed in a building or other realty. If however the goods are deemed to be fixed to the building or other realty, the Customer agrees that clause 6.4 shall apply
    1. “Default” by the Customer includes the following:
      1. Non payment of any sum by the due date.
      2. The Customer intimates that it will not make full payment by the due date.
      3. Any goods are seized by any of the Customer’s other creditors or any other creditor intimates that he, she or it intends to seize the goods.
      4. Any goods in the Customer’s possession are materially damaged before full payment is made by the Customer.
      5. The Customer is bankrupted or insolvent or has committed any act of bankruptcy or assigned its estate for the benefit of the Customer’s creditors and/or being a company is subject to liquidation proceedings or the threat thereof or are voluntarily wound up and/or have a receiver appointed.
      6. A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
      7. Any material adverse change in the Customer’s financial position.
      8. Any other breach of these terms and conditions or any agreement the Customer has with ARC.
    2. If the Customer is in default ARC may cancel any agreement the Customer has with ARC without prejudice to ARC’s rights and remedies under that agreement and these terms and conditions and any security interest held by ARC shall become immediately enforceable.
    3. If the Customer defaults ARC may suspend delivery of goods under any other contract it has with the Customer or any other person or entity directly associated or related to the Customer.
    1. Unless otherwise specified in writing by ARC, delivery is deemed to be complete when the goods leave ARC’s premises, namely when the goods have been uplifted by the Customer or the Customer’s agent or ARC’s carrier, agent or employee.
    2. Delivery dates are approximate only and are not of the essence of the contract. ARC will do its best to comply with any delivery date agreed with the Customer but shall not be liable for any delay or for consequential loss resulting from late delivery of goods or for loss or damage to goods after dispatch from ARC’s premises. Delay in delivery shall not entitle the Customer to cancel the contract.
    3. If ARC is prevented from or is delayed in fulfilling ARC’s obligations to the Customer as a direct or indirect result of something out of the control of ARC, ARC may terminate its agreement with the Customer by giving written notice of termination to the Customer.
    1. Insurance for goods during delivery within NZ is the responsibility of the Customer, even if ARC arranges the carrier on the Customer’s behalf. Insurance for all export shipments is automatically included where export freight is arranged by ARC on behalf of the Customer. This insurance will be on-charged to the Customer.
    1. In respect of any implied warranties, conditions or terms imposed on ARC by law, its liability shall, where it is allowed, be limited to replacement or repair of such defect and shall not exceed the amount appearing in the relevant invoice. Claims by the Customer must be made in writing and received by ARC within 14 days after the date of delivery of the goods.
    2. Notwithstanding anything else expressed or implied in these terms and except where a statute requires otherwise, ARC shall not be liable whether in contract, tort or otherwise for:
      1. any injury to persons or damage to property; or
      2. any direct, indirect, consequential, financial or economic loss or damage to property arising out of any act or omission of ARC.
    3. The Customer shall fully indemnify ARC for any claim and/or demand which may be brought against ARC, whether caused or arising as a result of ARC’s negligence or otherwise, brought by any person in connect with the goods.
    4. ARC shall not be liable for any delay or failure to perform its obligations if the cause of the delay or failure is beyond ARC’s control.
    1. No warranties expressed or implied in law, trade, custom or otherwise and no representations, descriptions, conditions or statements are binding on ARC unless set out in these terms or unless contracting out is prohibited by law.
    2. All goods provided by ARC shall have a one year labour warranty from the date of completion of the installation of the goods. This warranty is subject to the following:
      1. Only goods that are damaged as a result of ARC’s faulty workmanship are covered by this warranty.
      2. The warranty covers replacement or repair costs, labour, travel charges and other charges associated with remedying the damage.
      3. The warranty does not cover any applications/software or firmware updates downloaded to its products.
      4. The warranty does not cover false alarms that occur for reasons outside of ARC’s control. For example, the warranty does not cover false alarms caused by rodents, animals, bugs, furniture being moved since installation, normal alarm sensitivity degrading, and failure to regularly service the alarm (this list is not exhaustive).
      5. ARC has the sole right to determine whether or not damage has been caused by ARC’s faulty workmanship.
    3. Any written warranty that ARC provides to the Customer will also form part of these terms and conditions. A warranty that is not in writing on ARC’s letterhead shall not be valid and ARC shall not be bound by it.
    4. ARC gives no undertaking or warranty that goods supplied are fit or suited for any particular purpose unless expressly stated in writing by ARC.
    5. Some goods provided by ARC may be covered by a limited manufacturer’s warranty. Additional cost will be incurred by the Customer for goods provided or work carried out by ARC in giving effect to the manufacturer’s warranty, including labour, travel charges, freight, administration costs and any and all other associated charges.
    1. The guarantees contained in the Consumer Guarantees Act are excluded where the Customer acquires or holds itself out as acquiring the goods for the purpose of a business.
    1. Each signatory to ARC’s Credit Application Form, Service Call Report and/or these terms and conditions warrants that he or she or it has the power and authority to bind the Customer to any agreement with ARC and to these terms and conditions.
    1. An order for goods may not be cancelled by the Customer without the written consent of ARC. The Customer shall reimburse ARC for materials, labour and other incidental expenses incurred before the order was cancelled.
    2. Cancellation of an order for goods is subject to a 10% administration charge payable by the Customer.
    3. The cost of procured goods will not be refunded to the Customer.
    4. Cancellations will not be accepted after delivery of the goods.
    5. Any claim made by the Customer against ARC shall not entitle the Customer to cancel or refuse delivery of or payment for any other order by the Customer which has been accepted by ARC.
    6. There shall be no refunds, other than as provided by way of cancellation in this clause 15.
    1. Failure by ARC to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations ARC has under this contract.
    2. If any provision of this contract shall be invalid, void or illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.