Terms and Conditions of Sale
1. Application of terms and conditions of sale
1.1 These terms and conditions (“conditions”) apply to all goods and/or services supplied by UPS Power Solutions Limited (“UPSPS”) to the customer and is binding from the date on which the customer places an order with UPSPS. Any changes to these conditions must be agreed in writing by UPSPS.
2. Payment Terms, Credit and Interest
2.1 Unless UPSPS has approved credit terms in writing, all goods and/or services are supplied on a Cash on Delivery basis. If credit terms have been approved, the following terms apply unless otherwise agreed in writing :
- Payment is due in full by the 20th of the month following the date of invoice, without deduction or set-off.
- If the customer fails to make any payment by the due date:
2.2 All outstanding amounts owed to UPSPS become immediately due and payable.
- UPSPS may charge compounding interest on the overdue amount at a rate of 1.5% per month, calculated and compounded monthly from the due date until full payment is received.
- The customer is liable for all costs incurred by UPSPS in recovering the debt, including but not limited to debt collection agency fees and legal costs on a solicitor/client basis.
3. Credit Terms and Security
3.1 UPSPS may, at any time and at its sole discretion:
- Decline or cancel any existing credit arrangement;
- Require the customer to provide security or additional security for payment; and/or
- Suspend the supply of goods or services until such security is provided.
4. Risk and Title
4.1 All goods supplied by UPSPS remain the property of UPSPS until full payment has been received for those goods and any other goods supplied to the customer.
Until all amounts owing have been paid in full:
- The customer holds the goods in trust for UPSPS;
- The customer must store the goods separately and clearly identify them as the property of UPSPS;
- The customer is liable to UPSPS for any loss, damage, or disposal of the goods.
4.2 Risk in the goods passes to the customer on delivery. From that point, the customer is responsible for any loss, damage, or deterioration of the goods, regardless of whether title has passed.
4.3 Despite clause 4.1, the customer may sell the goods in the ordinary course of business, subject to the following conditions:
- The customer must hold the proceeds of any sale in trust for UPSPS and must immediately account to UPSPS for those proceeds;
- The authority to sell goods is automatically revoked if:
- the customer breaches any of its obligations under these terms; or
- UPSPS notifies the customer in writing that the authority is revoked.
4.4 If the customer breaches any of these terms, UPSPS may, without notice, retake possession of any goods it has supplied.
The customer:
- Authorises UPSPS (including its representatives, agents, or employees) to enter any premises where the goods are located to recover them;
- Waives any claim against UPSPS for costs, loss, or damage arising from or during the repossession process.
5. Personal Property Securities Act 1999 ("PPSA")
5.1 The customer confirms they have read and understood these Terms and Conditions. By accepting a quotation or placing an order with UPSPS, the customer confirms their agreement to be bound by these Terms and Conditions.
The customer acknowledges that clause 3 creates a security interest (as defined in the Personal Property Securities Act 1999, “PPSA”) in the goods supplied by UPSPS.
The customer agrees to:
- Do all things reasonably required by UPSPS to ensure that the security interest is a perfected security interest under the PPSA;
- Promptly sign any documents, provide necessary information, and agree to any reasonable variations to this agreement requested by UPSPS to protect its interest.
5.2 To the extent permitted by section 107 of the PPSA:
- The customer waives the right to receive a copy of any verification statement;
- The customer waives its rights under sections 114(1)(a), 120(2), and 133 of the PPSA, including the right to receive notices;
- UPSPS may exercise its rights under sections 109 and 120 at the same time;
- If UPSPS repossesses or retains goods under sections 120–123, the customer’s rights in those goods are immediately extinguished;
- UPSPS may apply any money it receives from the sale of repossessed or retained goods to debts, charges, or enforcement costs in any order it chooses.
5.3 The customer agrees that UPSPS may debit the customer’s account for:
- The cost of registering a financing statement on the Personal Property Securities Register (PPSR); and
- All other costs associated with perfecting or enforcing the security interest, including full solicitor/client legal costs.
6. Delivery
6.1 Time for delivery if stated is according to our best expectations but is not guaranteed nor shall it be a representation or condition of any contract. The customer shall not be relieved of any obligation to accept or pay for goods by reason of any delay in delivery other than to delay payment until delivery has occurred, except where the goods are stored on behalf of the customer pursuant to clause 6. UPSPS reserves the right to charge the cost of delivery to the customer. UPSPS shall not be liable for any loss, expense, injury, damage or claim however arising or resulting from any delay however caused.
7. Storage of goods on customer’s behalf
7.1 If the customer requests UPSPS to delay delivery of any goods, UPSPS may at its option (but is under no obligation to) store those goods for the customer. UPSPS may charge the customer a storage fee for storage of the goods. In such cases, the customer must ensure that their insurance covers the stored goods, and UPSPS is under no obligation to insure such goods. Delivery shall be deemed to occur when UPSPS confirms such storage arrangements.
8. Defective or damaged goods
8.1 Customers must notify UPSPS of any defects within 7 working days of delivery. Prompt notification enables efficient assessment and processing of warranty claims. Failure to report within this timeframe may affect eligibility for warranty support.
8.2 If any goods or part thereof are received damaged the customer must:
- Note this on the carrier proof of delivery at the time of receipt of the product.
- Notify UPSPS within 3 business days advising of their intention to claim for damage, provide a copy of the proof of delivery and photos of the damage. A failure to do so may invalidate any claim.
9. Warranties and Liability
9.1 To the extent permitted by law, UPSPS does not provide any warranties for goods it sells, unless expressly agreed in writing. Where applicable, manufacturer warranties will apply.
The customer should be aware that:
- Manufacturer warranties may require the customer to return faulty goods to the manufacturer’s service centre at the customer’s cost;
- UPSPS strongly recommends that the customer retain the manufacturer’s warranty card and any related documentation upon delivery.
10. Consumer Guarantees Act
10.1 Where the customer acquires goods or services from UPSPS in trade, and the goods or services are acquired for business purposes, the customer agrees that the provisions of the Consumer Guarantees Act 1993 do not apply to this agreement, to the extent permitted by section 43(2) of that Act.
11. Indemnity for costs
11.1 The customer must indemnify UPSPS for all costs, losses, or damages incurred in:
- Recovering goods or outstanding payments from the customer; and
- Enforcing or attempting to enforce UPSPS’s rights under these terms.
This includes, but is not limited to, full solicitor/client legal costs. These amounts will be treated as monies owing under this agreement.
12. Cancellation by UPSPS
12.1 Without limiting any other rights UPSPS may have at law or in equity, UPSPS may, by written notice to the customer, suspend or cancel all or part of any contract for the supply of goods that remains unfulfilled, without liability to the customer, if any of the following occurs:
- The customer defaults on any payment due under the contract;
- A resolution is passed or a court order is made to wind up the customer (except for the purpose of reconstruction or amalgamation);
- The customer becomes insolvent, is declared bankrupt, commits an act of bankruptcy, or is placed in liquidation;
- The customer enters into, or attempts to enter into, any arrangement, assignment, or composition with its creditors.
- Any of the above events is deemed to be a breach of any security interest in goods supplied.
13. Effect of cancellation by UPSPS
13.1 If UPSPS cancels or suspends a contract under clause 12, this does not affect UPSPS’s right to:
- Recover any monies owed by the customer at the time of cancellation or suspension; or
- Claim damages for any breach of contract that occurred before the cancellation or suspension.
14. Privacy
14.1 The customer agrees that UPSPS may collect, use, and share personal information about the customer for purposes related to its business activities, including:
- Credit assessment, debt collection, and direct marketing;
- Sharing information with third parties such as credit reporting agencies or debt collection services.
UPSPS will:
- Collect and use personal information in accordance with the Privacy Act 2020;
- Retain the information while the customer holds an account or continues to purchase goods from UPSPS;
- Provide the customer with access to their personal information and allow corrections upon request, as required under the Act.
15. Intellectual Property
15.1 All Intellectual Property Rights (including copyright, trademarks, designs, patents, know-how and all other proprietary rights, whether registered or unregistered) created, developed, or arising in connection with the provision of the services shall be and remain the sole and exclusive property of UPSPS. Nothing in this contract transfers ownership of any such rights to the Customer.
16. Force Majeure
16.1 Neither party is liable for any failure or delay in performing its obligations under this contract due to a Force Majeure event. Force Majeure events include, but are not limited to, acts of God, government actions, war, terrorism, epidemic, strikes, lockouts, industrial action, fire, flood, drought, storm, or any other event beyond the reasonable control of the affected party.
16.2 The affected party must notify the other party as soon as practicable of the occurrence of a Force Majeure event and use all reasonable efforts to mitigate its effects on the performance of its obligations.
17. Dispute resolution
17.1 If either party has any dispute with the other regarding this contract:
- That party will promptly give full written particulars of the dispute to the other; and
- the parties will promptly meet and in good faith try to resolve the dispute.
17.2 If the dispute is not resolved within 7 days of written particulars being given, or any longer period agreed to by the parties, the dispute will be referred to mediation by either party giving notice of the referral to mediation to the other.
17.3 Until mediation ceases, neither party may commence arbitration or legal proceedings.
17.4 The mediation procedure is:
- the party who wishes to resolve a dispute must give a notice of dispute to the other party;
- the notice must state that the dispute has arisen, and state the matters in dispute;
- when the notice has been given the parties will appoint a mediator. If they fail to appoint a mediator within 14 days, on request by either party, the mediator will be appointed by the President of the New Zealand Law Society or the President's nominee;
- the parties must co-operate with the mediator to resolve the dispute;
- if the dispute is settled, the parties must sign a copy of the terms of the settlement;
- if the dispute is not settled within 14 days after the mediator has been appointed, or within any extended time that the parties agree to in writing, the mediation must cease;
- each party must pay a half share of the mediator's fee and costs including travel, room hire, refreshments etc;
17.5 The terms of settlement bind the parties and override the terms of this agreement if there is any conflict.
17.6 Written statements and any discussions given to the mediator or to one another are not admissible by the recipient in any arbitration or legal proceedings.
17.7 Pending resolution of any dispute, the parties will perform this agreement including performance of the matter which is the subject of dispute.
17.8 Either party may commence arbitration when the mediation procedure ceases by giving written notice to the other.
17.9 Arbitration will be conducted by one arbitrator appointed by the parties. If they fail to appoint an arbitrator within 14 days, on request by either party, the appointment will be made by the President of the New Zealand Law Society or the President's nominee.
- Arbitration will be conducted under the Rules in Schedules 1 and 2 of the Arbitration Act 1996.
- Neither party will unreasonably delay the dispute resolution procedures in this clause.
17.10 This clause does not apply to any:
- dispute arising concerning any attempted renegotiation of this agreement; or
- application by either party for urgent interlocutory relief.
18. General
18.1 These Terms and Conditions, together with the purchase price stated in any invoice issued by UPSPS, form the entire agreement between UPSPS and the customer.
18.2 There are no other agreements, representations, or warranties (express or implied) that form part of this contract unless expressly stated in writing.
18.3 If any part of these Terms and Conditions is found to be unenforceable, that part will be severed, and the remaining provisions will continue to be fully enforceable.
18.4 If UPSPS delays or fails to exercise any right or remedy under these Terms and Conditions, this does not waive that right or remedy. A single or partial exercise of a right does not prevent UPSPS from exercising that or any other right again.