1. DEFINITIONS
1.1 “Customer” shall mean the Customer, any person acting on behalf of and with the authority of the Customer, or any person purchasing products and services and services from Seaquest Ltd.
1.2 “Products and services” shall mean all goods, products and services and advice provided by Seaquest Ltd to the Customer and shall include without limitation the installation of software, servicing of computer networks and parts and all charges for time and attendances, hire charges, insurance charges, or any fee or charge associated with the supply of products and services by Seaquest Ltd to the Customer.
1.3 “Price” shall mean the cost of the products and services as agreed between Seaquest Ltd and the Customer and includes all disbursements.
 
2. ACCEPTANCE
2.1 Any instructions received by Seaquest Ltd from the Customer for the supply of products and services shall constitute a binding contract and acceptance of these terms and conditions.
 
3. COLLECTION AND USE OF INFORMATION
3.3 Where the Customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.

4. PRICE
4.1 Where no price is stated in writing, or agreed to orally, the products and services shall be deemed to be sold at the current amount as such products and services are sold by Seaquest Ltd at the time of the contract.
4.2 The price may be increased by the amount of any reasonable increase in the cost of supply of the Products and services that is beyond the control of Seaquest Ltd between the date of the contract, and delivery of the products and services.
4.3 Seaquest Ltd reserves the right to refuse to accept any order, or any part of any order, and to deliver Products and services by instalments, in which case each instalment will comprise a separate contract and shall be paid for as if it were a separate order.

5. PAYMENT
5.1 Unless otherwise agreed, the Customer shall pay for the products and services on or before the 20th day of the month following the date of the invoice (“the due date”).
5.2 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month.
5.3 Any expenses, disbursements and legal costs incurred by Seaquest Ltd in the enforcement of any rights contained in this contract shall be paid by the Customer, including any reasonable solicitor’s fees or debt collection agency fees.

6. QUOTATION
6.1 Where a quotation is given by Seaquest Ltd for Products and services:
6.1.1 Unless otherwise agreed, the quotation shall be valid for fourteen (14) days from the date of issue; and
6.1.2 The quotation shall be exclusive of GST, unless specifically stated to the contrary;
6.1.3 Seaquest Ltd reserves the right to alter the quotation because of circumstances beyond its control.
6.2 Where Products and services are required in addition to the quotation the Customer agrees to pay for the additional cost of such Products and services.

7. RISK
7.1 The Products and services remain at Seaquest Ltd’s risk until delivery to the Customer.
7.2 Delivery of Products and services shall be deemed complete when Seaquest Ltd gives possession of the Products and services directly to the Customer or possession of the Products and services is given to a carrier, courier, or other bailee for purposes of transmission to the Customer.
7.3 The time agreed for delivery shall not be an essential term of this contract.
7.4 Any claims for damage or shortage must be made to Seaquest Ltd within 7 days of delivery.

8. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
8.1 Title in any Products and services supplied by Seaquest Ltd passes to the Customer only when the Customer has made payment in full for all Products and services provided by Seaquest Ltd and of all other sums due to Seaquest Ltd by the Customer on any account whatsoever. Until all sums due to Seaquest Ltd by the Customer have been paid in full, Seaquest Ltd has a security interest in all Products and services.
8.2 If the Products and services are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the Products and services shall remain with Seaquest Ltd until the Customer has made payment for all Products and services, and where those Products and services are mixed with other property so as to be part of or a constituent of any new Products and services, title to these new Products and services shall deemed to be assigned to Seaquest Ltd as security for the full satisfaction by the Customer of the full amount owing between Seaquest Ltd and Customer.
8.3 The Customer gives irrevocable authority to Seaquest Ltd to enter any premises occupied by the Customer or on which Products and services are situated at any reasonable time after default by the Customer or before default if Seaquest Ltd believes a default is likely and to remove and repossess any Products and services and any other property to which Products and services are attached or in which Products and services are incorporated. Seaquest Ltd shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. Seaquest Ltd may either resell any repossessed Products and services and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Products and services and credit the Customer’s account with the invoice value thereof less such sum as Seaquest Ltd reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
8.4 Where Products and services are retained by Seaquest Ltd pursuant to clause 8.3 the Customer waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under s.121 of the PPSA.
8.5 The following shall constitute defaults by the Customer:
8.5.1 Non payment of any sum by the due date.
8.5.2 The Customer intimates that it will not pay any sum by the due date.
8.5.3 Any Products and services are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Products and services.
8.5.4 Any Products and services in the possession of the Customer are materially damaged while any sum due from the Customer to Seaquest Ltd remains unpaid.
8.5.5 The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlord distains against any of the Customer’s assets.
8.5.6 A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
8.5.7 Any material adverse change in the financial position of the Customer.

9. SECURITY INTEREST FOR SERVICE PROVIDERS
9.1 The Customer gives Seaquest Ltd a security interest in all of the Customer’s present and after-acquired property that Seaquest Ltd has performed services on or to or in which goods or materials supplied or financed by Seaquest Ltd have been attached or incorporated.

10. RETURNS
10.1 Returns shall only be accepted by Seaquest Ltd in accordance with its returns policy as notified to the Customer from time to time.
10.2 The Customer may receive a credit for Products and services returned only if Seaquest Ltd consents in writing

11. LIABILITY
11.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Seaquest Ltd which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on Seaquest Ltd, Seaquest Ltd’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
11.2 Except as otherwise provided by clause 11.1 Seaquest Ltd shall not be liable for:
11.2.1 Any loss or damage of any kind whatsoever, arising from the supply of Products and services by Seaquest Ltd to the Customer, including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Products and services provided by Seaquest Ltd to the Customer; and
11.2.2 The Customer shall indemnify Seaquest Ltd against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Seaquest Ltd or otherwise, brought by any person in connection with any matter, act, omission, or error by Seaquest Ltd its agents or employees in connection with the Products and services.

12. WARRANTY
12.1 Manufacturer’s warranties apply where applicable. Seaquest Ltd will pass on the benefit of those warranties to the Customer, without being directly liable to the Customer under the warranty and the Customer may be responsible for additional costs including (but not limited to) freight and administration fee.
12.2 Any warranty may be voided by damage to or misuse of the system, problems caused by the use, or misuse of software, negligent installation or operation, inadequate packaging, cleaning or maintenance, unauthorised repairs, modifications, or the addition of incompatible hardware.

13. COPYRIGHT AND INTELLECTUAL PROPERTY
13.1 Seaquest Ltd, owns and has copyright in all work, designs, software, systems, solutions, drawings, specifications, electronic data and documents produced by Seaquest Ltd in connection with the Products and services provided pursuant to this contract and the client may use the Products and services only if paid for in full and for the purpose for which they were intended and supplied by Seaquest Ltd.

14. CONSUMER GUARANTEES ACT
14.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Products and services from Seaquest Ltd for the purposes of a business in terms of section 2 and 43 of that Act.

15. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
15.1 If the Customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for Seaquest Ltd agreeing to supply Products and services and grant credit to the Customer at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to Seaquest Ltd the payment of any and all monies now or hereafter owed by the Customer to Seaquest Ltd and indemnify Seaquest Ltd against non-payment by the Customer. Any personal liability of a signatory hereto shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.

16. MISCELLANEOUS
16.1 Seaquest Ltd shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
16.2 Failure by Seaquest Ltd 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 Seaquest Ltd has under this contract.
16.3 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.
16.4 This agreement is governed by NZ law and subject to the exclusive jurisdiction of NZ courts.
16.5 Seaquest Ltd reserves the right to amend these terms and conditions.