Terms and Conditions
Barclays & Lloyds Ltd Standard Terms and Conditions of Sale
Barclays & Lloyds Ltd Standard Terms and Conditions of Sale
The following terms shall be incorporated into each contract entered into between the Customer and Barclays &Lloyds LTD. for the supply of Services, except to the extent expressly varied by signed Service Agreements which shall take precedence over these Terms and Conditions.
1. Price
1.1 Unless GST-inclusive prices are quoted, quoted prices shall be increased by:
(a) the amount of any GST and other taxes and duties which may be applicable when the recipient of our services is based in New Zealand for the purposes of Services and Services taxation; and
(b) the amount of any increase in the cost of any items (including any change in currency exchange rates) affecting the cost of supply, production and/or delivery of the Services prior to the date of Delivery.
1.2 A contract is created and the Customer is bound to pay the price when Barclays & Lloyds, Ltd. accepts the Customer’s order in writing. Subject to clause 3.2, each accepted order shall constitute a separate contract. A quotation does not create a binding contract until the Customer places an order that is then accepted by CARTERS.
1.3 All quotes, estimates and pricing, unless otherwise specified, are valid for 30 days from the date of issue and may be subject to such further conditions as are expressly set out in the quote, estimate or pricing.
1.4 Barclays & Lloyds, Ltd. reserves the right at any time to alter any price lists and any such alterations to any price list shall be effective from the date specified by Barclays & Lloyds, Ltd. and shall apply to all orders accepted by Barclays & Lloyds, Ltd. on or after that date.
2. Payment
2.1 Payment is due by the 20th of the month following the date of Delivery, unless other payment arrangement have been greed, i.e. pre-payment.
2.2 Barclays & Lloyds, Ltd. may impose a credit limit on the Customer’s account and alter the credit limit without notice. Where the credit limit is exceeded, Barclays & Lloyds, Ltd. may refuse to supply Services to the Customer.
2.3 The Customer may not withhold payment or make any deductions from or set off any amount against any Amount Owing without CARTERS’ prior written consent.
2.4 Any disputes or credit requests by the Customer relating to an invoice issued by Barclays & Lloyds, Ltd. for Services supplied must be received in writing within 30 days from the date of invoice.
3. Delivery
3.1 Delivery shall be made either:
(a) at Barclays & Lloyds, Ltd. premises when the Services are made available for despatch; or
(b) such other premises as expressly agreed by the parties.
3.2 Barclays & Lloyds, Ltd. may deliver the Services by instalments. Each instalment shall be treated as a separate contract subject to these Terms. Failure to fully deliver any instalment of the Services shall not entitle the Customer to cancel any contract relating to any other instalment of the Services.
3.3 Any time stated for delivery is an estimate only. Other than liability that cannot be excluded by law, Barclays & Lloyds, Ltd. is not liable for any delay in delivery.
4. Risk and Security
4.1 As security for all the Customer’s obligations under these Terms (including for payment of the Amount Owing and for the performance from time to time of the Customer’s other obligations to Barclays & Lloyds, Ltd.), the Customer grants to Barclays & Lloyds, Ltd. a Security Interest in all the Services Barclays & Lloyds, Ltd. agrees to sell to the Customer under any contract, together with the Proceeds of such Services. Such security shall continue until all sums owing by the Customer to Barclays & Lloyds, Ltd. in respect of any Services supplied have been paid in full.
5. Customer Indemnity
The Customer agrees to indemnify Barclays & Lloyds, Ltd. from and against any loss, cost or liability suffered or incurred by Barclays & Lloyds, Ltd. in respect of any Claim made against Barclays & Lloyds, Ltd. by a third party to the extent caused or contributed to by the Customer (or any person the Customer is responsible for).
6. Default
6.1 If the Customer does not pay the Amount Owing by the due date:
(a) Barclays & Lloyds, Ltd. may charge, and the Customer must pay, default interest at the rate of 1.5% per month calculated daily on the Amount Owing from the due date until payment is received in full (both prior to and following any judgment obtained); and
(b) any rebates or discounts may be cancelled (whether or not previously credited).
6.2 If an Event of Default occurs:
(a) Barclays & Lloyds, Ltd. may suspend or terminate any contract; and
(b) any Amount Owing shall immediately become due and payable notwithstanding the due date for payment has not arisen; and
(c) Barclays & Lloyds, Ltd. is entitled to recover from the Customer all costs that Barclays & Lloyds, Ltd. may reasonably incur in attempting to collect the Amount Owing (including actual legal costs and expenses and costs of collection) and any other moneys owing by the Customer to Barclays & Lloyds, Ltd. from time to time, whether in relation to any contract or on any other account whatsoever.
7. Payment Validity
7.1 The Customer acknowledges that Barclays & Lloyds, Ltd. continues to supply the Customer on the condition that all payments received by Barclays & Lloyds, Ltd. from the Customer are made at a time when the Customer is able to pay its debts as they become due from the Customer’s own money.
7.2 The Customer further acknowledges that the Customer will not make any payments to Barclays & Lloyds, Ltd. with a view to giving Barclays & Lloyds, Ltd. a preference over any other creditors of the Customer.
8. Force Majeure
8.1 Not with standing any other provisions of these Terms, neither Barclays & Lloyds, Ltd. nor the Customer shall be liable for any delay or failure in the performance of any obligation or the exercise of any right under these Terms or for any loss or damage if such performance or exercise is prevented or hindered by a Force Majeure Event. Nothing in this clause shall excuse payment of the Amount Owing as it becomes due under these Terms.
8.2 The rights and obligations of either party which are affected by a Force Majeure Event shall be suspended during the continuance of the event with either party claiming to be affected by the event giving immediate notice to the other party containing full particulars of the event. The party giving notice under this clause shall take all reasonable steps to mitigate the effects of the event. Neither party shall be required to remedy any Force Majeure Event if to do so would require it contrary to its judgement to settle a strike or labour dispute or otherwise submit to the demands of opposing parties.
9. Use of Information
9.1 Barclays & Lloyds, Ltd. may collect, use and disclose information that identifies the Customer or the Customer’s representatives (“Customer’s Personal Information”) in accordance with our Privacy Policy.
9.2 Barclays & Lloyds, Ltd. may use the services of credit reporting and debt collection agencies on an on-going basis, and may exchange the Customer’s Personal Information with those agencies (including information about default and repayment history). Those agencies may retain the Customer’s Personal Information and provide that information to other customers who use their services.
9.3 Barclays & Lloyds, Ltd. may use the Customer’s Personal Information for direct marketing purposes (including by email and other electronic means), unless the Customer notifies Barclays & Lloyds, Ltd. that it does not wish to receive direct marketing from Barclays & Lloyds, Ltd.
9.4 The Customer’s Personal Information may be accessed, collected or used for any member of the Barclays & Lloyds, Ltd. company.
9.5 If the Customer provides Barclays & Lloyds, Ltd. with any personal information about a third party (such as a guarantor) or authorises Barclays & Lloyds, Ltd. to collect that information, the Customer confirms that it is authorised by the individual concerned to provide their personal information to Barclays & Lloyds, Ltd. and/or authorise the collection of information about them in accordance with CARTERS’ Privacy Policy and that it has informed the individual of their rights to access and request correction of their personal information.
10. Entire Agreement and No Reliance
10.1 These Terms (together with any documents expressly referred to in these Terms) contain the entire agreement and understanding between the parties and supersede all prior agreements, arrangements and understandings (both oral and written) between the parties relating to the subject matter of these Terms. No other terms contained in any order or document submitted by the Customer (whether in writing, verbally or by Electronic Data Interchange (EDI)) or any other arrangement between the parties, shall apply unless otherwise expressly agreed in writing by the parties.
10.2. Notwithstanding of Point 12.1. above, any Services Agreement between Barclays & Lloyds, Ltd and any person or entity, take prcedence over these Terms and Conditions.