The Interbloc® Terms of Trade
Bright Technologies Ltd ta Interbloc supplies all products and services on the following terms.
No variation of these terms is effective unless in writing and signed on Interbloc's behalf.
- Defined Terms
- In these terms and conditions of supply the following terms shall have the following meanings:
- - Interbloc: Bright Technologies Ltd t/a Interbloc
- - Product: Blocks supplied by Interbloc
- - Services: Services supplied by Interbloc.
- - The customer's execution of this agreement or the making of any order will be deemed to be an acceptance by the customer of these terms.
Supply and Delivery
- - The customer may place orders for products or services from time to time. Interbloc will use its best endeavours to deliver all products and services within the agreed time, or if no time has been agreed upon, within 40 business days of receipt of each order and compliance with the agreed payment terms. Interbloc has no obligation to deliver any product or service unless Interbloc accepts the order.
- - The anticipated time of supply will be extended if, for reasons outside of Interbloc's reasonable control, products or services are not able to be procured, or if Interbloc is not able to obtain unimpeded access and facilities in the premises in which products or services are to be supplied.
- - Interbloc may make delivery of products or services by instalments and the customer must pay for any instalments that are being delivered regardless of whether or not all the products or services would have been delivered.
Removal or Replacement of Products
- - Interbloc may withdraw any product or service from supply by written notice, effective immediately, but will remain liable to supply any product or service that has already been ordered. If it becomes impracticable for Interbloc to supply any product or service already ordered, Interbloc shall use reasonable endeavours to obtain a substitute product or service reasonably suitable for the customer's requirements, and may offer to supply that product or service in substitution, at Interbloc's normal price of that substituted product or service. The customer shall be free to accept or decline that offer. The customer shall have no claim against Interbloc in the event that it is impracticable for Interbloc to supply a product or service.
Place of Delivery
- - When the products are uplifted by the customer from Interbloc's premises; or
- - When Interbloc personnel first deliver the products to the customer or to the customer's premises; or
- - When the products are provided by Interbloc to an agent for delivery to the customer.
- - All products which are to be delivered to an agent to carry to the customer shall be delivered upon the following terms:
- - Delivery shall be deemed to have taken place when the product is provided to the agent for delivery.
- - The customer accepts all risk relating to the product following delivery.
- - The customer accepts that the terms of carriage will be the standard terms upon which the carrier carries goods for Interbloc or Interbloc's customers from time to time.
- - If Interbloc has agreed to install any product on the customer's premises as directed by the customer, delivery shall take place when the product is installed. In all other cases, delivery of products shall take place.
- - The price payable for any products or services will be the price specified in any order, estimate, or agreement. Where no price is specified, Interbloc's standard price for the product or service at the time of order will apply.
- - Interbloc may amend prices from time to time by notice in writing to the customer, effective immediately. The issue of amended pricing will not affect the price payable for products or services that have already been ordered.
- - If the customer does not pay any amount payable to Interbloc by the due date for payment then without prejudice to Interbloc's other rights, Interbloc may require the customer to pay Interbloc interest upon demand (as liquidated damages) on the amount due from the due date until the date of payment at a rate equal to 5% per day above the current overdraft rate which Interbloc has with its principal banker (in addition to the customer remaining liable for the full amount outstanding).
Deposits and Refunds
- - Where the customer cancels or modifies an order for standard products before the order has been dispatched, no charges will be levied.
- - Where the customer cancels or modifies an order for standard products after some, or all, of the product has been dispatched then no refund is allowed.
- - Where a customer cancels or modifies an order for custom products, no refund will be allowed.
- - For customer who hold a current trading account with Interbloc, credits will only be issued on a non-cash basis for use on future orders.
Payment of Balance Price
- - Subject to theTrading Accountsclause of these terms, the balance of the prices due in cash upon receipt of the products or services from Interbloc to the customer.
- - Trading accounts are available to approved customers upon application to, and approval of Interbloc. Trading accounts will be on terms offered by Interbloc from time to time.
- - Interbloc will retain legal and beneficial ownership of any and all products and other goods which the products have been incorporated into or mixed with (accessions) until it receives payment in full for them and all other amounts owing to it, and until the customer has satisfied all obligations owed to Interbloc. The customer irrevocably grants Interbloc a licence to enter upon the premises in which any products are installed and remove the products at any time until payment for the products, and any other monies owing to Interbloc, is made.
Security Registration of Personal Property Securities Register
- - The customer agrees that it will do all that is necessary and provide Interbloc upon request by Interbloc all information and documents Interbloc requires to register a financing statement over the products or their proceeds or accessions, and that the customer will advise Interbloc immediately in writing of any changes to that information. The customer waives all right to receive a copy of any verification statement or a financing statement. The customer agrees to supply Interbloc, within two business days of Interbloc's written request, copies of all security interests registered over the customer's personal property, and it authorises Interbloc as its agent to request information from any secured party relating to any security interest which is held in any personal property which is or has been in the customer's possession or control. The customer agrees that Interbloc may require the customer to pay all reasonable costs, including legal costs on a solicitor-client basis, associated with the discharge or amendment of any financing statement registered by Interbloc, whether or not the change was initiated by the customer. If Interbloc repossesses goods, it may retain those goods or dispose of them without notice or statement of account to the customer or any other person and, after deducting reasonable costs of the sale, Interbloc may credit any surplus by way of refund to the customer or apply the credit to any other sum owing by the customer to Interbloc. Interbloc will not be obliged to re-supply any repossessed stock. The customer authorises Interbloc to search the Personal Properties Securities Register at any time for information about it (or if it is a company) its parents or associated company. The customer waives its right pursuant to sections 121, 125, 129, 131, and 132 of the Personal Properties Securities Act.
- - The customer acknowledges that clause 14.1 will apply even if the products have been affixed to, or incorporated into real property. The customer will, prior to installation by Interbloc, notify any mortgagee of Interbloc's purchase money security interest in the products so affixed or incorporated into the real property.
Intellectual Property and Confidential Information
- - The customer acknowledges that Interbloc (or its supplier) is the sole owner of intellectual property rights in the products. The customer must not copy, or permit any other person to copy any keys supplied, or otherwise deal with the intellectual property in the products in any manner without the specific written consent of Interbloc or its supplier as owner of the intellectual property.
Supply for Business Purposes
- - Where the customer requires or hold itself out as acquiring the products or services for business purposes is defined in the Consumer Guarantees Act 1993, and that acquisition might be subject to that Act, the customer agrees that the Consumer Guarantees Act will not apply to its acquisition of the products or services.
- -Interbloc provides a full product warranty for the following product classes - 'engineered', 'ag', 'premium', and 'textured' grade product. Interbloc will replace, free of charge, any product which suffers a manufacturing defect. The warranty excludes transportation costs to site, or installation costs. The warranty is not transferable for cash.
- -Where the products have a third party warranty, Interbloc will (to the extent permitted by the third party) allow the customer to benefit that warranty, but will not itself be liable under that warranty.
- - Where Interbloc is contracted to provide installation services, in addition to any statutory warranty, Interbloc warrants all workmanship in the completion of services, and installation of products, for a period of two years following the date upon which such services were, or installation was, carried out.
Breach by Customer
- - If Interbloc has reasonable cause to believe that the customer has breached these terms, has committed or will commit an act of bankruptcy, has had or is about to have a receiver or liquidator appointed, or is insolvent, Interbloc may (without prejudice to its other rights) withhold supplies of further products or services to the customer (whether under these terms or any other agreement or arrangement) without notice, demand any form of security for the customer and to secure the customer's obligations under these terms, and/or recover and/or resell any of the products and enter into any premises where it believes the products are located, and the customer grants Interbloc the irrevocable right and authority to do so. Interbloc may recover and resell only sufficient products to satisfy all unpaid liabilities.
- - The customer warrants that it has full authority to authorise Interbloc to install any product installed by Interbloc at the customer's request. The customer indemnifies Interbloc against the consequences of any claim by any third party following installation of the products at the direction of the customer. Such indemnity extends to reasonable legal costs incurred by Interbloc arising out of the claim by the third party.
- - The customer shall provide Interbloc full access to premises in which products are to be installed, and adequate power, lighting, and other facilities to allow Interbloc to install or service products. Interbloc may make further charges to the customer should there be any delay, or additional attendances as a consequence of lack of access to facilities, or lack if adequate facilities.
- - The customer will advise Interbloc if it is necessary for Interbloc to co-ordinate with any other tradepersons.
Interbloc's Limitation of Liability
- - Any liability of Interbloc for the failure of a product or service shall be limited to the cost of supply of replacement product, excluding transportation, and in no event shall Interbloc be liable for consequential losses arising out of an Interbloc product or service.
Construction Contracts Act Notice to Customer
- - If the installation of products is made by Interbloc in relation to construction work (as defined in the Construction Contract Act 2002) then any invoice issued in relation to the products, or their installation, is a payment claim for the purposes of section 20 of the Construction Contracts Act 2002
Products Incorporated into Real Property
- - If the products are incorporated into real property, or the services relate to real property, the customer grants Interbloc a mortgage over that property securing all monies owed in relation to the goods and products.