Bayform Engineering Terms of Trade
These are the Terms of Trade for all the light and industrial engineering work carried out by us. They
are a standard set of definitions aimed at making our business practices clear for all our valued clients
from the Bay of Plenty and beyond.
1.1 These terms and conditions apply to all goods/services sold or supplied by Bayform Industries
2010 Ltd ("Bayform Industries or Bayform Engineering") or any subsidiary of it ("the seller") to the
purchases or recipient of such goods/services ("the customer") unless the Company has agreed to
vary them at the time of order.
1.2 These terms and conditions constitute the entire agreement between the parties and prevails
over other communications between the parties be they oral or written, previous or contemporaneous
unless otherwise expressly agreed in writing and signed by or on behalf of Bayform Industries.
2.1 All quotations remain valid for 30 days from the date of the quotation unless otherwise
specified and are subject to confirmation at the time of receipt. Acceptance is deemed to constitute
acceptance of these terms and conditions.
2.2 Quotations costed from sketches, plans, schedules or specifications provide by the Customer
is subject to the accuracy of the information provided. Bayform Industries will not be held liable of
inaccuracies of quantity, dimension, material or position actually required or used exceeding the
Any costs involved in returning the product, including but not limited to disassembly,
alteration and transport shall be at the Customer's Expense.
2.3 Any extra work beyond that specified, or any reduction may be re-quoted. In the event of a
price not being agreed upon for extra variations prior to execution the same shall be the Customer at
the normal rates in force by Bayform Industries at the time of performance of the work.
3. Price and Payment
3.1 The Price of the goods/services shall be that prevailing to the date of quotation but are
subject to variations, extras, deletions, increase or decrease in material and applicable taxes incurred
arising between the date of quotation and the date of delivery.
3.2 Any variation in price will be to the Customers account and the contract price will be adjusted
according to the amount of the variation.
Payment from the Customer for all goods shall be made without deduction in full when the
3.3 job is completed or on the 20th of the month following the date of invoice by prior arrangement with
management. An Account is not deemed paid until funds from any bill of exchange has been
irrevocably cleared into Bayform Industries bank account.
If Full Payment is not made by the due date then:
The 3.4 Customer may be charged interest at a rate of 2.5% per month or part month calculated
(i) daily until payment is received in full
(ii) Bayform Industries reserves the rights to add all costs of collection and expenses we may
incur in recovering from the Customer on any overdue account.
4.1 Bayform Industries takes no liability for delays or defaults in delivery or transportation costs
incurred, except where agreed to in writing.
4.2 The Customer shall inspect the goods on delivery and shall within 5 days of delivery notify
Bayform Industries of any alleged defect, shortage in quantity, damage or failure to comply with
description or sample. The Customer shall afford Bayform Industries an opportunity to inspect the
goods within a reasonable time following notice and before use is made of them.
If the customer shall fail to comply with these provisions, the goods shall be conclusively presumed to be free from
any defect or damage which would be apparent on a reasonable examination of the goods and the
Customer shall be deemed to have accepted the goods.
4.3 Risk of any loss, shortage, damage, theft or deterioration to the goods shall be borne by the
Customer from time of delivery of the goods.
5.1 The Customer may not assign sub-let or transfer any rights or obligations implied in the
contract with out prior written consent of Bayform Industries.
6. Retention of Title
6.1 Legal and beneficial ownership of any and all goods shall remain with Bayform Industries until
such time as the account has been paid in full.
6.2 If the Customer fails to pay on the due date, or breaches these terms, Bayform Industries
may enter any of the Customers premises to recover goods owned by Bayform Industries. The
Customer indemnifies Bayform Industries for any losses or costs it incurs in recovering such goods.
If the premises are those of a third party, Bayform Industries may enter and recover goods as the
Customers agent. Bayform Industries will be entitled to sell any goods held by it and apply the
proceeds towards any amounts owned by the Customer.
6.3 Notwithstanding the retention of ownership, the Customer may sell the goods under a bonafide transaction in the ordinary course of the business subject to the following provisions:
(i) The Customer shall enable the goods to be readily identifiable as the property of Bayform Industries.
(ii) The Customer shall account to Bayform Industries for all proceeds derived from such sale
maintaining funds in a separate trust account so as to clearly identify them as the
property of the seller.
6.4 The Customer may, with out prejudice to any other right or remedy, suspend or terminate the
contract, and all other monies payable by the Customer to Bayform Industries, shall immediately
become due and payable if the customer:
(i) Fails to pay for the goods on the due date for payments; or
(ii) Breaches any term of these Terms and Conditions: or
(iii) Commits any act of bankruptcy, enters into any composition or arrangement with creditors,
commences to be wound up, has a receiver or statutory manager appointed, is insolvent or is in any
adverse financial status in respect of any or all of its assets.
7.1 The Customer shall have no right or title to drawings, specifications, material or other
technical information provided by Bayform Industries and it shall be assumed that the data supplied
are copies of the original.
8.1 In the event the Customer is a company, the signatory personally guarantees payment owing and acknowledges that no indulgence, granting of time, waiver or forbearance to sue, winding up or bankruptcy whereby the guarantor would be released as a surety in any, releases the guarantor from liability hereafter.
9.1 If the Customer acquires goods from Bayform Industries for business purposes, then it agrees
that the Consumer Guarantees Act 1993 ("CGA") do not apply in respect of the goods supplied.
Notwithstanding any express provision in these terms and conditions, nothing in these terms and
conditions is intended to have the effect of contracting out of the provisions of the CGA except to the
extent permitted by the CGA
9.2 Bayform Industries takes no liability for any costs, damage or loss including consequential,
proceedings, claim or demand caused arising directly or indirectly from the provision of any services,
recommendations, acts or omissions of the seller or its agent or servants, howsoever arising pursuant
to these terms and conditions.
9.3 The total liability of Bayform Industries in contract, tort or otherwise arising from any defect
breach, negligence under this contract howsoever arising is expressly limited to the contract price.
10. Force Majeure
10.1 Bayform Industries shall not be liable for failure or delay to perform any term of this contract,
occasioned directly or indirectly, by any act of God, labour restrictions or other causes whatsoever
(whether similar or not to the forgoing) beyond Bayform Industries reasonable control.
11.1This agreement shall be construed under New Zealand Law and will be subject to exclusive
jurisdiction of the New Zealand Courts herewith.
12.1 if the event of any dispute, the undisputed portion of the account shall be payable forthwith
without any deduction by way of set off, counterclaim or other legal or equitable claim without the
prior written consent of Bayform Industries.
12.2 Unresolved disputes by discussion or alternative medium shall be referred to Arbitration in
accordance with and subject to the provisions of the Arbitration Act 1994 and its amendments or
Before arbitration the arbitrating party is to:
(i) Supply and delivery to the other party specific matters of issue and detailed particulars of
dispute and such list shall be binding and final as to the matters to be put to arbitration; and
(ii) Continue to perform their respective obligations and duties under this contract, despite any
matter referred to negotiation, mediation or arbitration.
13. Privacy Act (1993)
13.1 The Customer authorises Bayform Industries to collect, retain and use personal information
about the Customer (including the information collected in the document) for the following purposes
Assessing //the Customer's creditworthiness and;
Disclosing to a third party details of the application and any subsequent dealing it may have with
Bayform Industries for the purpose of recovering amount payable by the Customer and proving credit references.
14.1 If any part, term or provision of terms and conditions is illegal, invalid or unenforceable, such
part, term or provision shall be deemed deleted from any agreement implied.
15. Personal Property Securities Act 1999 ("PPSA") Security Interest
15.1 By the acceptance of these terms and conditions of trade the Customer grants to Bayform
Industries a purchase money security interest in the goods supplied (as detailed in each invoice
accompanying the goods supplied) and their Proceeds to secure under this agreement. Bayform
Industries may, in its discretion allocate any payment the Customer makes to it in satisfaction of any
debt owed by the Customer from time to time.
15.2 As and when required by Bayform Industries the Customer shall at its own expense provide
all reasonable assistance and relevant information to enable Bayform Industries to register a
Financing Statement or Financing Change Statement. The Customer will not change its name with out
first notifying Bayform Industries of the new name not less than 7 days before the change takes
15.3 The customer waives its right to receive a Verification Statement in respect of any Financing
Statement or Financing Change Statement registered by or on behalf of Bayform Industries in respect
of the Security Interest created by these terms and conditions of trade. To the extent permitted
under PPSA, the Customer agrees to waive its rights as debtor and the parties agree to contract out
of the PPSA to the extent permitted by that Act.
If you wish to utilise our considerable expertise on your next industrial engineering project, whether
it be SheetMetal Fabrication, Stainless Steel, manufacturing, or some other process, simply get in touch with the
friendly Bayform engineers.