TERMS AND CONDITIONS

  1. DEFINITIONS
    1. “Connectplay” shall mean Connectplay Limited, or any agents or employees thereof.
    2. “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 from Connectplay.
    3. “Products” shall mean:
      1. all Products of the general description specified on the front of this agreement and supplied by Connectplay to the Customer; and
      2. all Products supplied by Connectplay to the Customer; and
      3. all inventory of the Customer that is supplied by Connectplay; and
      4. all Products supplied by Connectplay and further identified in any invoice issued by Connectplay to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and
      5. all Products that are marked as having been supplied by Connectplay or that are stored by the Customer in a manner that enables them to be identified as having been supplied by Connectplay; and
      6. all of the Customer’s present and after-acquired Products that Connectplay has performed work on or to or in which goods or materials supplied or financed by Connectplay have been attached or incorporated.
      7. The above descriptions may overlap but each is independent of and does not limit the others.
    4. “Products” shall also mean all products, goods, services and advice provided by Connectplay to the Customer and shall include without limitation the supply of computer hardware, components, peripherals, accessories and associated software and all charges for time and attendances, hire charges, insurance charges, or any fee or charge associated with the supply of Products by Connectplay to the Customer.
    5. “Price” shall mean the cost of the Products as agreed between Connectplay and the Customer and includes all disbursements eg charges Connectplay pay to others on the Customer's behalf subject to clause 4 of this contract.
  2. ACCEPTANCE
    1. Any instructions received by Connectplay from the Customer for the supply of Products including Products that Connectplay have ordered or are required to order from overseas shal constitute a binding contract and acceptance to terms and conditions contained herein.
    2. The Customer is obliged to inform Connectplay if it sells its business or if there is any change to its ownership structure from a shareholding, or proprietorship.  Such a change will require a new application to be made to Connectplay.  In the absence of such an application, the Customer remains liable for any payment.
  3. COLLECTION AND USE OF INFORMATION
    1. The Customer authorises Connectplay to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under this contract, or marketing any Products provided by Connectplay to any other party.
    2. The Customer authorises Connectplay to disclose any information obtained to any person for the purposes set out in clause 3.1.
    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. The Customer agrees not to disclose any information concerning the Products, pricing, business affairs or other trade secrets regarding Connectplay Products.
  4. PRICE
    1. Where no price is stated in writing or agreed to orally the Products shall be deemed to be sold at the current amount as such Products are sold by Connectplay at the time of the contract.
    2. The price may be increased by the amount of any reasonable increase in the cost of supply of the Products that is beyond the control of Connectplay between the date of the contract and delivery of the Products.
  5. PAYMENT
    1. Payment for Products shall be made:
      1. In cash before delivery (“the due date”);
      2. Where agreed by Connectplay in writing following a credit application, Connectplay may extend credit to the Customer wherein payment is to be made in full within seven (7) days or fourteen (14) days of supply, or by the 20th of the month following the date of the invoice (“the due date”), depending on the terms specifided by Connectplay.
    2. Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
    3. Any expenses, disbursements and legal costs incurred by Connectplay 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.
    4. Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
    5. A deposit of between 10% and 50% may be required.
  6. QUOTATION
    1. Where a quotation is given by Connectplay for Products:
      1. Unless otherwise agreed the quotation shall be valid for five (5) days from the date of issue; and
      2. The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary;
      3. Connectplay reserve the right to alter the quotation because of circumstances beyond its control.
    2. Where Products are required in addition to the quotation the Customer agrees to pay for the additional cost of such Products.
  7. RISK
    1. The Products remain at Connectplay’s risk until delivery to the Customer.
    2. Delivery of Products shall be deemed complete when Connectplay gives possession of the Products directly to the Customer or possession of the Products is given to a carrier, courier, or other bailee for purposes of transmission to the Customer.
    3. The time agreed for delivery shall not be an essential term of this contract unless the Customer gives written notice to Connectplay making time of the essence.
  8. AGENCY
    1. The Customer authorises Connectplay to contract either as principal or agent for the provision of Products that are the matter of this contract.
    2. Where Connectplay enters into a contract of the type referred to in clause 8.1 it shall be read with and form part of this agreement and the Customer agrees to pay any amounts due under that contract.
  9. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
    1. Title in any Products supplied by Connectplay passes to the Customer only when the Customer has made payment in full for all Products provided by Connectplay and of all other sums due to Connectplay by the Customer on any account whatsoever.  Until all sums due to Connectplay by the Customer have been paid in full, Connectplay has a security interest in all Products.
    2. If the Products 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 shall remain with Connectplay until the Customer has made payment for all Products, and where those Products are mixed with other property so as to be part of or a constituent of any new Products, title to these new Products shall deemed to be assigned to Connectplay as security for the full satisfaction by the Customer of the full amount owing between Connectplay and Customer.
    3. The Customer gives irrevocable authority to Connectplay to enter any premises occupied by the Customer or on which Products are situated at any reasonable time after default by the Customer or before default if Connectplay believes a default is likely and to remove and repossess any Products and any other property to which Products are attached or in which Products are incorporated.  Connectplay 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.  Connectplay may either resell any repossessed Products 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 credit the Customer’s account with the invoice value thereof less such sum as Connectplay reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
    4. Where Products are retained by Connectplay pursuant to clause 9.3 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.
    5. The following shall constitute defaults by the Customer:
      1. Non payment of any sum by the due date.
      2. The Customer intimates that it will not pay any sum by the due date.
      3. Any Products are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Products.
      4. Any Products in the possession of the Customer are materially damaged while any sum due from the Customer to Connectplay remains unpaid.
      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.
      6. A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
      7. Any material adverse change in the financial position of the Customer.
    6. If the Credit Repossession Act applies to any transaction between the Customer and Connectplay, the Customer has the rights provided in that Act despite anything contained in these terms and conditions of trade.
  10. SECURITY INTEREST FOR SERVICE PROVIDERS
    1. The Customer gives Connectplay a security interest in all of the Customer’s present and after-acquired property that Connectplay has performed services on or to or in which products or materials supplied or financed by Connectplay have been attached or incorporated.
  11. PAYMENT ALLOCATION
    1. Connectplay may in its discretion allocate any payment received from the Customer towards any invoice that Connectplay determines and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated.  In the absense of any payment allocation by Connectplay, payment shall be deemed to be allocated in such manner as preserves the maximum value of Connectplay’s purchase money security interest in products.
  12. GENERAL LIEN
    1. The Customer agrees that Connectplay may exercise a general lien against any Products or property belonging to the Customer that is in the possession of Connectplay for all sums outstanding under this contract and any other contract to which the Customer and Connectplay are parties.
    2. If the lien is not satisfied within seven (7) days of the due date Connectplay may, having given notice of the lien at its option either:
      1. Remove such Products and store them in such a place and in such a manner as Connectplay shall think fit and proper and at the risk and expense of the Customer; or
      2. Sell such Products or part thereof upon such terms as it shall think fit and apply the proceeds in or towards discharge of the lien and costs of sale without being liable to any person for damage caused.
  13. DISPUTES
    1. No claim relating to Products will be considered unless made within forty eight (48) hours of delivery.
  14. RETURN OF GOODS
    1. No Products will be accepted for return without prior written authorisation from Connectplay.
    2. Connectplay will only consider accepting the return of the Products provided:
      1. Prior approval is obtained;
      2. Products for return must quote a return authorisation number (which has to be applied for) and must be accompanied by a copy of the invoice;
      3. Products approved for return must be in the same resaleable condition and in the manufacturer’s original container and undamaged.  Connectplay reserves the right to reject products not conforming to this condition;
      4. Products accepted for return are subject to a restocking fee of $20.00 or 3% of the original invoice value whichever is the greater;
      5. Return freight and insurance costs must be prepaid by the Customer;
      6. All other conditions set out in Connectplay’s return authorisation policy are complied with.
      7. Any refund to the Customer will be in the form of a credit note for the refund due.
  15. LIABILITY
    1. The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Connectplay 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 Connectplay, Connectplay’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.
    2. Except as otherwise provided by clause 15.1 Connectplay shall not be liable for:
      1. Any loss or damage of any kind whatsoever 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 provided by Connectplay to the Customer; and
      2. The Customer shall indemnify Connectplay 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 Connectplay or otherwise, brought by any person in connection with any matter, act, omission, or error by Connectplay its agents or employees in connection with the Products.
  16. WARRANTY
    1. Any written warranty that Connectplay provide to the Customer will also form part of these terms and conditions of trade.
    2. Connectplay will only provide warranty services in respect of Products that were supplied by Connectplay.
  17. CONSUMER GUARANTEES ACT
    1. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Products from Connectplay for the purposes of a business in terms of section 2 and 43 of that Act.
    2. In any case where the Customer is a “supplier” then:
      1. The Customer shall notify any “consumer” prior to any sale of any defects or limitation in the Products and/or any common purpose for which the Products are not suitable; and
      2. The Customer shall, to the extent of the consumer as acquiring good for the purposes of the business contract out of the provisions of the Consumer Guarantees Act to the extent limited by law and shall not give or make any undertaking, ascertion or representation to such Customers in relation to the goods without Connectplay’s prior approval in writing.
  18. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
    1. If the Customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for Connectplay agreeing to supply Products 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 Connectplay the payment of any and all monies now or hereafter owed by the Customer to Connectplay and indemnify Connectplay 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.
  19. CANCELLATION
    1. Connectplay shall, without any liability, and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of Products to the Customer if the Customer fails to pay any money owing after the due date or the Customer commits an act of bankruptcy as defined in section 19 of the Insolvency Act 1967.
    2. Any cancellation or suspension of this agreement shall not affect Connectplay’s claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this contract or the Customer’s obligations to Connectplay under this contract.
  20. MISCELLANEOUS
    1. Connectplay shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control. 
    2. Failure by Connectplay 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 Connectplay has under this contract.
    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.
    4. The client shall not assign all or any of its rights or obligations under this contract without the written consent of Connectplay.
    5. Where these terms and conditions of trade are at variance with the order or instructions from the Customer these terms and conditions of trade shall prevail.