1.  Interpretation: In these Terms unless the context otherwise requires:

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“Buyer” means the person which buys Goods from ICSLTD.
 “Contract” means each contract for the supply of Goods by ICSLTD to Buyer, which shall include these Terms, any document evidencing or 
describing, whether by item or kind or otherwise, the Goods, which is produced or put forward by ICSLTD, and the provisions of the 
quotation (where the Contract arises from a quotation by ICSLTD) or the provisions contained in ICSLTD’s confirmation of an order (where 
the Contract arises from written acceptance by ICSLTD of an order by Buyer).
 “Goods” means all electrical cable and includes all other goods or property which, in each case, are supplied by ICSLTD to Buyer and, for 
the avoidance of doubt, in each case includes all such goods or property so supplied:

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a.  Whether or not described by item or kind that enables them to be identified;
b.  Which are or comprise, or which are capable of being or comprising, inventory of Buyer. 
“Terms” means the terms of trade contained in this document.

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2.  ORDERING:

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a.  Goods are offered subject to availability.
b.  Orders for Goods may be accepted by ICSLTD in whole or part. Acceptance of orders is at ICSLTD's sole discretion.
c.  ICSLTD may cancel or amend any order for Goods which in the opinion of ICSLTD is impractical or uneconomic to supply.
d.  Once an order has been accepted by ICSLTD, it may not be changed or cancelled by the Buyer without the prior written consent of ICSLTD.
e.  The placement of an order with ICSLTD constitutes an offer by Buyer to trade with ICSLTD and does not constitute acceptance of any offer by ICSLTD. Receipt of an order by ICSLTD from Buyer does not constitute acceptance by ICSLTD of that order.

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3.  PRICES:

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a.  Prices are subject to change without notice, unless ICSLTD has agreed with Buyer to give prior notice. Goods ordered will be supplied at the price in effect at the date of acceptance of the order by ICSLTD less any percentage discounts which may have been offered.

b.  All prices are:

1. inclusive of freight, insurance, installation, customs duty, and any other costs for delivery to Buyer’s branches in New Zealand only, and otherwise exclusive of any such costs; and

2. exclusive of all applicable taxes (including any goods and services tax) assessed or levied in connection with the supply of the Goods (other than any final income tax liability of ICSLTD) and where the payment of such taxes or duties is the responsibility of ICSLTD, the price shall be increased by the amount of such taxes or duties.

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4.  DELIVERY: The following provisions apply to delivery of Goods:

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a.  Goods shall be deemed to be delivered when delivered to Buyer's premises or its customer’s site]. If Buyer fails or refuses or indicates to ICSLTD that it will fail or refuse, to take or accept delivery, then the Goods shall be deemed to have been delivered when ICSLTD was willing and able to deliver them.
b.  ICSLTD may deliver Goods by instalments and each instalment shall be deemed to be a separate contract under the same provisions as the Contract. If ICSLTD fails to deliver one or more instalments this will not entitle Buyer to repudiate the Contract.
c.  ICSLTD will not consider any claim that all of the Goods ordered have not been delivered unless Buyer makes a written claim to ICSLTD within five working days of delivery.

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5.  RISK and LIABILITY: 

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a.  Risk of any loss, damage or deterioration of or to Goods shall be borne by Buyer from the date of delivery of Goods in accordance with clause 4.a.
b.  ICSLTD will repair or replace free of charge Goods damaged in transit up to the point of delivery provided written notification of such damage is given to ICSLTD and the carrier within five working days of delivery to Buyer, so the matter can be investigated.

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6.  

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a.  ICSLTD shall not be liable for any loss or damage whatsoever caused by factors beyond the control of ICSLTD and without limiting the generality of the foregoing, loss or damage due to delay in delivery caused by strikes, lockouts, labour disputes of any kind, delays or defaults of other manufacturers or suppliers, unavailability of materials or components, breakdowns of plant, delays in transportation, acts of God, or any other contingency or event beyond the control of ICSLTD.
b.  Time periods for delivery quoted by ICSLTD are estimates only, not involving any contractual obligation on the part of ICSLTD and shall not in any event commence until the Buyer has provided any information necessary to enable ICSLTD to carry out the contract. ICSLTD shall be entitled to cancel, suspend, or delay production, delivery, or installation of the goods in the event of the occurrence of any event or contingency referred to in subclause a.

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7.  Any performance figures in our quotation are not guaranteed but are such as are based on experience and expected to be obtained on test. No liability is accepted by ICSLTD if those figures are not achieved. All specifications and drawings provided with our quotation are approximate only and do not form part of the contract or constitute a warranty or condition of sale. The goods shall be subject to the standard tolerances of the industry.

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8.

a.  Except to the extent provided for in clause 5(b) and 8(b), to the fullest extent possible at law:

i.  All warranties, conditions, descriptions representations as to fitness for the purpose or suitability or otherwise (whether express or implied by law, trade, custom or course of dealing or otherwise) in respect of the Goods are expressly excluded.
ii.  ICSLTD shall be under no liability whatsoever, in contract, tort, under any statute or otherwise for any injury, loss or damage arising out of or caused by any defect in the supply, or installation, of or the failure to supply, or install, the Goods. In particular ICSLTD shall in no circumstances be liable for any consequential loss or damage or any economic loss howsoever arising, whether caused by ICSLTD negligence, wrongful act, omission or otherwise.
iii.  Notwithstanding anything else contained in any Contract, the liability of ICSLTD to Buyer shall not in aggregate exceed the invoice price of the Goods in respect of which the liability arises

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b. ICSLTD’s liability in respect of any defect in, or shortage in quantity of, or failure of, the Goods, or for any loss or damage attributable thereto is limited to:

i.  In respect of defects in Goods manufactured by ICSLTD, making good by (at ICSLTD’s option) refund of the price, replacement, or repair, in relation to defects which under proper use of the Goods appear therein within a period of twelve months from the date of delivery and are caused by faulty design, defective material or workmanship provided that:

1. ICSLTD is notified of the defect within seven days of the defect arising;

2. ICSLTD is give a reasonable opportunity to investigate the claim;

3. The Goods are returned to or at the direction of ICSLTD without undue delay;

4. All costs in respect of the dismantling (where appropriate) and return of Goods to or at the direction of ICSLTD and the delivery of the repaired or replaced goods to the Buyer and the reinstalling of same (where appropriate) shall be for the Buyer's account.

ii.  In respect of defects in Goods not manufactured by ICSLTD to the benefit of any warranty, to the extent that ICSLTD is able to pass the benefit on to Buyer or such amount (if any) as ICSLTD shall have received from its supplier in respect thereof. Subclause (i) does not apply to Goods which are not manufactured by ICSLTD;
iii.  In respect of shortages in quantity, to making up such shortages in quantity provided:

1. The claim is notified to ICSLTD within three days of delivery; and

2. ICSLTD is given a reasonable opportunity to investigate the claim.

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9.  Indemnity: Buyer shall indemnify ICSLTD against:

a.  any claim against ICSLTD by Buyer’s employees, agents, contractors, customers, or any other persons (whether similar to the foregoing or not) in respect of any loss, damage or injury arising from any cause relating to or concerning the Goods; and
b.  any liability or cost incurred by ICSLTD as a result of any breach by Buyer of any provision of these Terms.

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10.  PAYMENT: Unless otherwise agreed to in writing the terms of payment are payment in full on the 20th day of the month following the month of delivery of the Goods. ICSLTD reserves the right to treat each separate delivery as a separate Contract for the purpose of payment and to limit the amount of credit or withdraw monthly credit facilities at any time.

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11.  Without prejudice to ICSLTD’s other rights and remedies in respect of non-payment or late payment, if Buyer fails to make payment to ICSLTD by the due date it shall be liable to pay to ICSLTD default interest thereon at the then current ASB BANK overdraft rate for the period for which it remains unpaid which interest shall accrue on a daily basis and shall accrue after as well as before judgement and shall also be liable to pay on demand all expenses and legal costs of ICSLTD (calculated between solicitor and own client) in relation to obtaining remedy of the failure to comply.

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12.  ICSLTD shall be entitled to refuse to deliver goods if there are any outstanding moneys owing to it by the Buyer, however, such refusal shall not entitle the Buyer to cancel the contract.

a.  The Buyer shall make all payments due to ICSLTD whether in respect of the purchase price or otherwise howsoever in full without deductions of any nature whatsoever whether by way of offset, counter claim or other equitable or lawful claim or otherwise howsoever.
b.  If the Buyer disputes the amount of an invoice submitted by ICSLTD, the Buyer will pay all non-disputed amounts but is not obliged to pay the disputed amount until the dispute is resolved.

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13.  SECURITY INTEREST:

a.  Security interest: Buyer grants a security interest to ICSLTD in each and every part of the Goods as security for payment for that part and of each other part or parts of the Goods. In this clause 14:

i.  “PPSA” means the Personal Property Securities Act 1999.
ii.  The terms “at risk”, “inventory”, “perfected”, “proceeds”, “purchase money security interest”, “rights”, and “security interest” have the respective meanings given to them under, or in the context of, the PPSA.

b.  Buyer cooperation: Buyer shall do anything that ICSLTD reasonably requires to ensure that ICSLTD has a perfected security interest in all the Goods and a purchase money security interest in each part of the Goods to the extent of the price for that part.
c.  Allocation of payments: ICSLTD may allocate amounts received from Buyer in any manner ICSLTD determines, including in any manner required to preserve any purchase money security interest it has in any Goods.
d.  Verification statement: Buyer waives the right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement relating to the security interest.
e.  Buyer acknowledgements: Buyer:

i.  agrees that if, at any relevant time, ICSLTD does not at that time have priority over all other secured parties in respect of any part of the Goods, then Buyer and ICSLTD will, for the purposes of section 109(1) of the PPSA, be deemed, in accordance with the entitlement to do so under section 107(1) of the PPSA, to have contracted out of that section but specifically on the basis that, as between them and only to the extent of that part of the Goods and the operation and application of the PPSA, that section 109(1) (but amended only by the deletion of the words “with priority over all other secured parties”) is reinstated and contracted back into; and
ii.  agrees that nothing in section 114(1)(a), 133 and 134 of the PPSA shall apply to any Contract, or the security under any Contract, and waives Buyer’s rights under sections 121, 125, 129, 131 and 132 of the PPSA.

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14.  DEFAULT: A default (Default) occurs if any one or more of the following occurs:

a.  Buyer defaults in performance of its obligations under any Contract (including failure to make payment on due date).
b.  Buyer defaults in performance of its obligations under any other contract with ICSLTD.
c.  Buyer becomes insolvent or is adjudicated bankrupt or an application is made for its liquidation, or a liquidator or receiver is appointed in respect of its assets.
d.  Buyer enters into, or is likely to enter into, any composition or arrangement with its creditors.
e.  Buyer no longer carries on business or threatens to cease carrying on business.
f.  A change of ownership or effective control of Buyer occurs, or the nature of Buyer’s business is materially altered.
g.  Any Goods are at risk.
h.  Any other event which ICSLTD considers may materially adversely affect the ability of Buyer to perform any of its obligations under any Contract.

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15.  If a Default occurs, ICSLTD without prejudice to any other rights or remedies, may at its option do any one or more of the following:

a.  Require all moneys outstanding to be immediately due and payable and enforce the security interest created by clause 14.
b.  Require security for Buyer's obligations to ICSLTD's satisfaction.
c.  Suspend all Contracts in which case the ICSLTD shall not be obliged to perform any of its obligations under any Contract during the period of suspension including, without limitation, delivery of Goods ordered by the Buyer. Any suspension shall not prevent ICSLTD from terminating any Contract during the period of suspension.
d.  Require Buyer to stop selling or otherwise disposing of the Goods.
e.  Enter upon Buyer’s premises where the Goods are situated and take possession of and remove the same without being responsible for any damage caused and resell those Goods and apply the proceeds in satisfaction or reduction of amounts owing by Buyer.
f.  Terminate all or any Contracts.

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16.  Other costs:  Buyer shall pay all costs incurred by ICSLTD, (including costs on a solicitor/client basis and debt collectors’ costs) incurred in the recovery or attempted recovery of outstanding moneys and the enforcement of these Terms.

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17.  Priority of payments: Payments by Buyer shall be applied in reduction of amounts owing by Buyer in such order as ICSLTD determines.

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18.  Acknowledgement: The Buyer acknowledges that it has received a copy of these Terms and in particular that each Contract constitutes a "security agreement" for the purposes of the PPSA, and that ICSLTD may register a financing statement.

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GENERAL

19.  Contracting out: The parties agree that the provisions of the Consumer Guarantees Act 1993 and the Fair-Trading Act 1986 do not apply to this agreement.

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20.  Amendment: ICSLTD may vary these Terms at any time by notice in writing to Buyer. Any such variation will take effect from acceptance of the first order for Goods following a notice of the variation being given to Buyer.

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21.  Assignment: Buyer may not assign all or any of its rights or obligations without the prior written consent of ICSLTD.

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22.  Waiver: The rights, powers, exemptions, and remedies of ICSLTD shall remain in full force notwithstanding any neglect, forbearance, or delay in their enforcement. ICSLTD shall not be deemed to have waived any provision of a Contract unless such waiver is in writing signed by ICSLTD or an authorised officer of ICSLTD. Any such waiver, unless the contrary is expressly stated, shall apply to, and operate only in, a particular transaction, dealing or matter.

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23.  Confidentiality: To the extent that any confidential information is passed by a party to the other, the other party must keep that information confidential.

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24.  Errors or omissions: Clerical errors or omissions, whether in compilation or otherwise in any order, quotation, acknowledgement, invoice, or other such documentation, are subject to correction by ICSLTD.

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25.  This contract shall be governed by the law of New Zealand.