TERMS AND CONDITIONS
1. DEFINITIONS AND INTERPRETATION
1.1 In these terms unless the context otherwise requires:
“Confirmed Order” means a job order form or internet purchase order that has been accepted in writing by Prime Speed.
“Customer” means the person or company named on the front page of the job order form or internet purchase order.
“GST” means goods and services tax under the Goods and Services Tax Act 1985.
“Parts” means all parts and other goods described in the relevant job order form or internet purchase order.
“Prime Speed” means Prime Speed Sport Limited, or any agents or employees thereof.
“Services” means the services described in the relevant job order form.
“Terms” means the terms and conditions of sale contained in this document.
1.2 Headings are used as a matter of convenience only and shall not affect the interpretation of these terms.
2.1 These Terms shall apply to all Confirmed Orders.
2.2 These terms supersede and exclude all prior or subsequent discussions, representations, terms and/or conditions of trade, all written or oral agreements and any other terms and conditions which the Customer seeks to extend to the supply of Parts and/or Services, provided that any specific terms or conditions included in a Confirmed Order will take precedence over these Terms to the extent of any inconsistency. The Customer’s placement of an internet purchase order, or signed job order form, will constitute their acceptance of these Terms.
2.3 Prime Speed reserves the rights to change these Terms at any time by notice to the Customer. The amended Terms will apply to all Confirmed Orders placed by the Customer after receipt of such notice.
3.1 Any order placed by the Customer must specify the Parts and/or Services required.
3.2 An order is not binding upon Prime Speed until it accepts such order and provides written notification of its acceptance. Acceptance of a job or purchase order is at Prime Speed’s sole discretion.
3.3 Should Prime Speed not accept the Customer’s order, it will not become a Confirmed Order and any money received for that order will be refunded in full.
3.4 Prime Speed will use its reasonable endeavours to fulfil a Confirmed Order, but reserves the right to cancel or amend any Confirmed Order to the extent it cannot perform the Services and/or deliver the Parts for any reason.
4.1 Subject to clause 4.5 of these Terms, the price payable for any Parts and/or Services is that quoted in the relevant Confirmed Order.
4.2 All such prices and any other amounts payable to Prime Speed shall be subject to GST if applicable and any other taxes and duties payable in connection with the supply of the Parts and/or Services.
4.3 The Customer will be responsible for all charges relating to the shipping and handling of any Parts with such costs being determined in advance of delivery and set out in the relevant Confirmed Order.
4.4 Prime Speed reserves the right to increase the amount payable by the Customer in relation to any Confirmed Order relating to Parts by the amount of any reasonable increase in the cost of the supply of the Parts that is beyond the control of Prime Speed between the date of the Confirmed Order and delivery of the Parts.
4.5 Unless specified otherwise, all Confirmed Orders relating to Services are estimates only, and Prime Speed will charge the Customer for the actual time and cost of parts incurred in connection with providing such Services to the Customer.
5.1 Payment for the full invoice amount of a Confirmed Order, and all other costs associated with that order, must be made to Prime Speed prior to delivery of any Parts or prior to the release of any vehicle for which Services are performed.
5.2 Prime Speed reserves the right to require a deposit of up to 50% of the full invoice price as a condition of it accepting any order.
5.3 All payments in relation to a Confirmed Oder are payable in New Zealand dollars.
6. DELIVERY OF PARTS AND PERFORMANCE OF SERVICES
6.1 Delivery of all Parts shall be made at the address nominated by the Customer and shall be deemed to be effected upon the loading of the Parts onto the carrier at Prime Speed’s (or its distributor’s) premises, or if such delivery is not made by carrier, delivery shall be deemed to be effected upon the Customer taking physical possession of the Parts.
6.2 Prime Speed will use its reasonable endeavours to make delivery at the time specified on the relevant Confirmed Order (if a time is specified), but will not be in default by reason of any failure to deliver due to circumstances beyond the control of Prime Speed. Any delay in delivery does not entitle the Customer to cancel the Confirmed Order to which the delay relates.
6.3 Parts will not be delivered until full payment is received by Prime Speed in accordance with clause 5.1.
6.4 All Services will be performed at Prime Speed’s premises unless the parties agree otherwise.
7.1 The risk in any Parts supplied by Prime Speed shall pass to the Customer once delivery has deemed to have occurred in accordance with clause 6.1 above.
7.2 Title to any Parts (including those installed as part of a Service) remains with Prime Speed and does not pass to the Customer until full payment has been received by Prime Speed.
7.3 If, for any reason, the Customer is in possession of any Parts prior to Prime Speed receiving payment in full for such Parts, then the Customer is only a bailee of the Parts and holds such Parts or proceeds from the sale or disposal of such Parts up to an including the amount owed to Prime Speed on trust for Prime Speed.
7.4 Prime Speed, its employees, agents or contractors may test drive or carry out tests of the Customer’s vehicle at Prime Speed’s discretion and may, if requested by the Customer, collect or re-deliver the vehicle where nominated by the Customer and Prime Speed will not be liable to the Customer for any damage which occurs to or is caused by the vehicle during such driving, testing, collection or delivery unless it arises from the reckless or willful misconduct of Prime Speed.
7.5 Prime Speed accepts no liability for any loss or damage to any vehicle where the Customer has left a vehicle with Prime Speed for the supply of Parts and/or Services (including storage). While the vehicle is on Prime Speed’s premises the vehicle will be at the sole risk of the Customer who must ensure the vehicle is adequately insured (including but not limited to the perils of accident, fire, theft and burglary and all other risks foreseeable or otherwise).
8.1 Prime Speed will provide a warranty in accordance with the relevant manufacturer’s New Zealand warranty in respect of any Parts from the date of delivery. Should any manufacturing defect occur in a Part during the warranty period, Prime Speed will at its sole discretion either repair or replace the Parts or refund the full purchase price to the Customer, provided:
a) that the Customer provides Prime Speed adequate proof of the purchase date;
b) the Customer returns the Parts to Prime Speed in a suitable state; and
c) the Part qualifies for coverage under the relevant manufacturer’s warranty policy.
8.2 The Customer accepts that all Parts are fitted at their sole discretion and Prime Speed will not be liable for any failure to the vehicle which would ordinarily be covered by the manufacturer’s warranty which, by virtue of the part being fitted, is deemed by the manufacturer to be no longer valid.
8.3 Prime Speed will not be responsible for any damage to any Part incurred during transit from its premises to the Customer’s nominated address.
8.4 Due to the nature of use, Parts used in motorsport or similar activity carry no warranty.
8.5 Prime Speed provides a warranty for all Services undertaken pursuant to a Confirmed Order. If there is a problem with the Customer’s vehicle after a Service is performed, the Customer must allow Prime Speed to inspect the vehicle and decide whether it is covered under the warranty. If it is covered, Prime Speed will at its option do the work again, arrange for repairs to be performed at its cost by a third party, or provide a refund to the Purchaser.
8.6 The above warranties do not extend to cover defects caused by the workmanship or any other act, whether negligent or not, of a third party responsible for fitting or misusing a Part or attempting to rectify a problem without first allowing Prime Speed the opportunity to rectify it.
8.7 Prime Speed is not responsible for any consequential or indirect loss or damage to any person or property as a result of any Service performed, or Part supplied, under a Confirmed Order or otherwise.
9.1 Notwithstanding anything in these Terms, the liability of Prime Speed, whether in contract, tort, or otherwise, in respect of all claims for loss, damage or injury arising from breach of any of Prime Speed's obligations arising under this contract, or from any cancellation of the contract or negligence, misrepresentation or any other act or omission on the part of Prime Speed shall be limited, at Prime Speed's option, to the price of the Parts and/or Services (or replacement thereof).
10. CONSUMER GUARANTEES ACT 1993
10.1 Nothing in these Terms is intended to have the effect of contracting out of the Consumer Guarantees Act 1993, except to the extent permitted by the Act and expressly provided for in these Terms.
10.2 Where the Act applies, Prime Speed reserves the right to replace any part which fails to comply with any guarantee contained in the Act.
10.3 The guarantees contained in the Act do not apply where the Customer acquires the parts for business purposes, including any work performed on commercial or commercial fleet vehicles.
11. PERSONAL PROPERTY SECURITIES ACT 1999
11.1 Without limiting any other provisions of these Terms, the Customer acknowledges that the agreement between Prime Speed and the Customer constitutes a security agreement for the purposes of the Personal Property Securities Act 1999 (the PPSA), which provides for a security interest in Prime Speed’s favour in respect of any Parts (other than in respect of any Parts paid for in full by the Customer) provided by Prime Speed to the Customer, and all of the Customer’s present and future rights in relation to such Parts, to secure payment by the Customer to Prime Speed of the price payable in respect of such Parts and all other amounts payable under the relevant agreement.
11.2 On request from Prime Speed, the Customer will promptly do all things (including signing any documents) and provide all information necessary to enable Prime Speed to perfect and maintain the perfection of any security interest the Customer grants to Prime Speed (including by registration of a financing statement).
11.3 To the maximum extent permitted by law, the Customer:
a) agrees that nothing in sections 114(1)(a) (to receive notice of sale of goods), 116 (to receive a statement of account), 117(1)(c) (to receive any surplus), 119 (to recover any surplus), 120(2) (to receive notice of proposal to take goods), 133 (to reinstate security agreement) and 134 (limit on reinstatement) of the PPSA will apply to the agreement between the Customer and Prime Speed or security thereunder;
b) waives all its rights under sections 121 (to object to proposal), 125 (damage to goods on removing accession), 129 (notice of removal of accession), 131 (court order preventing removal or accession) and 132 (redemption of collateral) of the PPSA; and
c) waives its right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement relating to the security interest created by the agreement between the Customer and Prime Speed.
13.1 Any requirement for Parts and/or Services that is not expressly included in the job order form or internet purchase order will be variations to the relevant job order form or internet purchase order. Prime Speed will not be obliged to carry out any variation unless agreed by Prime Speed and any additional terms and conditions for carrying out the variation are accepted in writing by the Customer. The Customer will be liable for any costs incurred by Prime Speed as a consequence of any amendment, variation to or cancellation of a job order form and/or internet purchase order.
13.2 To the maximum extent permitted by law, any unlawful or voidable provision in these Terms will be read down so as to be valid and enforceable or, if it cannot be read down, will be severed from these Terms without affecting the validity, legality or enforceability of the remaining provisions, provided that the reading down or severing does not materially affect or frustrate these Terms.
13.3 These Terms are governed by and will be construed in accordance with the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of New Zealand.