Terms of Supply of Product

These Terms apply when DYNAMIC COMPOSITES LIMITED of Christchurch, New Zealand ("Dynamic Composites"), supplies products to you, our customer ("the Customer").

SUPPLY OF PRODUCTS; OUR INTELLECTUAL PROPERTY
1. Dynamic Composites will supply to the Customer the products (Products) ordered by the Customer, provided that Dynamic Composites accepts such order, in whole or in part.
2. The Customer acknowledges that the Products contain intellectual property and are the proprietary material of Dynamic Composites. The Customer will not reverse engineer, copy or modify the Products, including without limitation removing or modifying any branding, without first obtaining the written consent of Dynamic Composites.
FEES AND PAYMENT; RISK AND TITLE
1. Dynamic Composites' fee for supply of the Products is as notified to you, our Customer.
2. Except as agreed otherwise in writing payment of any fee shall be immediately on order.
3. All payments will be plus GST (if any).
4. Risk in the Products passes to the Customer on the Products leaving Dynamic Composites' premises. The Customer is responsible for transit of the Products to the Customer's premises. Title in the Products does not pass until Dynamic Composites has received payment in full.
5. The Customer acknowledges this contract creates a security interest as at terms defined in the Personal Property Securities Act 1999 in the Products. The Customer will, at Dynamic Composites' request, promptly execute any documents, provide all necessary information and do anything else required by Dynamic Composites to ensure that the security interest constitutes a perfected security interest (as that term is defined in the PPSA) which as priority over all other security interests in the Products. To the extent permitted by law, the Customer waives its rights under the PPSA, and agrees that where Dynamic Composites has its rights in addition to those under Part 9 of the PPSA, those rights continue to apply. The Customer waives its rights to receive a copy of any verification statement.
6. Payment must be made without set-off or deduction. The Customer will pay interest at the rate of 15% per annum on any payments due to Dynamic Composites and in arrears, calculated from the due date for payment to the date of actual payment. The Customer must pay all costs incurred by Dynamic Composites in enforcing or attempting to enforce compliance by the Customer with its obligations under this agreement.
LIABILITY
1. Except as specifically set out in this agreement, to the extent permitted by law Dynamic Composites excludes all warranties in respect of the Products.
2. Dynamic Composites' liability for defective Products or loss caused by defective Products is limited to (at Dynamic Composites' option) either:
  1. replacing the Products that the Customer is entitled to reject; or
  2. refunding the price paid by the Customer to Dynamic Composites for those Products.
  A claim based on defective Product must however be notified to Dynamic Composites within one calendar month of receipt of the Products by the Customer, and Dynamic Composites must be given a reasonable opportunity to investigate the claim.
3. Dynamic Composites excludes all other liability it may have to the Customer. This exclusion also applies for the benefit of every employee and contractor for whom Dynamic Composites is responsible. None of them are liable to the Customer or have to pay the Customer for anything that any of them does or does not do, or delays in doing, whether or not it is contemplated or authorised by this Agreement. This exclusion applies whatever the Customer is claiming for and however liability arise or might arises if it were not for this clause.
4. In the event that Dynamic Composites is liable, Dynamic Composites' liability will not exceed the fee for the Product to which the claim relates (as applicable), that has been actually paid by the Customer.
CONFIDENTIAL INFORMATION
1. You undertake and agree to treat the information (if any) we detail or mark as "confidential" ("Confidential Information") secret and confidential and not at any time for any reason whatsoever to disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any Confidential Information
TERMINATION
1. Dynamic Composites may at any time terminate this Agreement if you:
  1. materially breach any of your obligations under this Agreement and do not remedy the same within 20 days written notice from us;
  2. commit an act of bankruptcy, makes any assignment or composition with its creditors, goes into liquidation or has a receiver, statutory manager or the like appointed.
GENERAL
1. Force Majeure: Neither party is liable for any act, omission, or failure to fulfil its obligations under this Agreement if such act, omission or failure arises from any cause reasonably beyond its reasonable control. The party unable to fulfil its obligations agrees immediately to notify the other in writing of the reasons for its failure to fulfil its obligations and the effect of such failure.
2. Consumer Guarantees Act: The Customer acknowledges that it is acquiring Dynamic Composites' products and/or services for the purposes of a business and agrees that the Consumer Guarantees Act 1993 does not apply.
3. Survival: The obligations of the parties under clause 4 (Confidential Information), clause Error! Reference source not found. and clause Error! Reference source not found. (Intellectual Property) survive expiry or termination of this Agreement for whatever reason.
4. Assignment: Neither party has the right to assign or sub-license this Agreement without the prior written consent of the other party.
5. Entire Agreement: This Agreement constitutes the entire agreement between the parties in relation to its subject matter. No variation, modifications or amendments to this Agreement shall be effective unless made in writing and signed by the parties to this Agreement.
6. Severability: If any clause in this Agreement is found by any court of law to be invalid or otherwise not binding on the parties, or if the parties between them agree that a clause or clauses is no longer to have effect, the rest of the clauses in this Agreement shall continue in full force and effect.
7. No Waiver: If either party delays or does not exercise any right or remedy under this Agreement, it is not a waiver of that right or remedy.
8. Relationship: Nothing in this Agreement shall be construed as creating a relationship of master and servant, employer and employee or principal and agent between the Customer and Dynamic Composites.
9. Governing Law: This Agreement and the transactions contemplated by it are governed by the laws of New Zealand and each party submits to the jurisdiction of the New Zealand Courts.
10. Notices: Any notice given pursuant to this Agreement is sufficiently given if given in writing and is delivered or sent by prepaid post to the address most recently notified in writing by the other party for that purpose or, if no such address has been specified, then to the other party’s registered office.
11. Headings: The headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement and cannot be referred to in its interpretation.