Terms and Conditions of Trade
1. DEFINITIONS
1.1 "EpsomTax.com" shall mean EpsomTax.com Limited trading as "EpsomTax.com', or any agents or employees thereof.
1.2 "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 EpsomTax.com.
1.3 "Goods" shall mean:
1.3.1 all Goods of the general description specified on the front of this agreement and supplied by EpsomTax.com to the Customer; and
1.3.2 all Goods supplied by EpsomTax.com to the Customer; and
1.3.3 all inventory of the Customer that is supplied by EpsomTax.com; and
1.3.4 all Goods supplied by EpsomTax.com and further identified in any invoice issued by EpsomTax.com to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and
1.3.5 all Goods that are marked as having been supplied by EpsomTax.com or that are stored by the Customer in a manner that enables them to be identified as having been supplied by EpsomTax.com; and
1.3.6 all of the Customer's present and after-acquired Goods that EpsomTax.com has performed work on or to or in which goods or materials supplied or financed by EpsomTax.com have been attached or incorporated.
1.3.7 The above descriptions may overlap but each is independent of and does not limit the others.
1.4 "Goods and Services" shall mean all goods, products, services and advice provided by EpsomTax.com to the Customer and shall include without limitation business mentoring, financial advice, advertising and marketing, health & safety, accounting, GST and taxation services, debt recovery, and all charges for labour, hire charges, insurance charges, or any fee or charge associated with the supply of Goods and Services by EpsomTax.com to the Customer.
1.5 "Price" shall mean the cost of the Goods and Services as agreed between EpsomTax.com and the Customer and includes all disbursements eg charges EpsomTax.com pay to others on the Customer's behalf subject to clause 4 of this contract.
2. ACCEPTANCE
2.1 Any instructions received by EpsomTax.com from the Customer for the supply of Goods and Services shall constitute a binding contract and acceptance of the terms and conditions contained herein.
3. COLLECTION AND USE OF INFORMATION
3.1 The Customer authorises EpsomTax.com 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 Goods and Services provided by EpsomTax.com to any other party.
3.2 The Customer authorises EpsomTax.com to disclose any information obtained to any person for the purposes set out in clause 3.1.
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 Goods and Services shall be deemed to be sold at the current amount as such Goods and Services are sold by EpsomTax.com 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 Goods and Services that is beyond the control of EpsomTax.com between the date of the contract and delivery of the Goods and Services.
5. PAYMENT
5.1 Payment for Goods and Services shall be made in full on or before the seventh (7th) day of the month following the date of the invoice ("the due date"), unless otherwise specified or arranged.
5.2 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
5.3 Any expenses, disbursements and legal costs incurred by EpsomTax.com 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.
5.4 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
5.5 A deposit may be required.
6. QUOTATION
6.1 Where a quotation is given by EpsomTax.com for Goods and Services:
6.1.1 Unless otherwise agreed the quotation shall be valid for seven (7) days from the date of issue; and
6.1.2 The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary;
6.1.3 EpsomTax.com reserve the right to alter the quotation because of variances in pricing, availability of stock, and other circumstances beyond its control.
6.2 Where Goods and Services are required in addition to the quotation the Customer agrees to pay for the additional cost of such Goods and Services.
7. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
7.1 Title in any Goods and Services supplied by EpsomTax.com passes to the Customer only when the Customer has made payment in full for all Goods and Services provided by EpsomTax.com and of all other sums due to EpsomTax.com by the Customer on any account whatsoever. Until all sums due to EpsomTax.com by the Customer have been paid in full, EpsomTax.com has a security interest in all Goods and Services.
7.2 If the Goods 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 Goods and Services shall remain with EpsomTax.com until the Customer has made payment for all Goods and Services, and where those Goods and Services are mixed with other property so as to be part of or a constituent of any new Goods and Services, title to these new Goods and Services shall deemed to be assigned to EpsomTax.com as security for the full satisfaction by the Customer of the full amount owing between EpsomTax.com and Customer.
7.3 The Customer gives irrevocable authority to EpsomTax.com to enter any premises occupied by the Customer or on which Goods and Services are situated at any reasonable time after default by the Customer or before default if EpsomTax.com believes a default is likely and to remove and repossess any Goods and Services and any other property to which Goods and Services are attached or in which Goods and Services are incorporated. EpsomTax.com 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. EpsomTax.com may either resell any repossessed Goods 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 Goods and Services and credit the Customer's account with the invoice value thereof less such sum as EpsomTax.com reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
7.4 Where Goods and Services are retained by EpsomTax.com pursuant to clause 7.3 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.
7.5 The following shall constitute defaults by the Customer:
7.5.1 Non payment of any sum by the due date.
7.5.2 The Customer intimates that it will not pay any sum by the due date.
7.5.3 Any Goods and Services are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Goods and Services.
7.5.4 Any Goods and Services in the possession of the Customer are materially damaged while any sum due from the Customer to EpsomTax.com remains unpaid.
7.5.5 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.
7.5.6 A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
7.5.7 Any material adverse change in the financial position of the Customer.
8. SECURITY INTEREST FOR SERVICE PROVIDERS
8.1 The Customer gives EpsomTax.com a security interest in all of the Customer's present and after-acquired property that EpsomTax.com has performed services on or to or in which goods or materials supplied or financed by EpsomTax.com have been attached or incorporated.
9. GENERAL LIEN
9.1 The Customer agrees that EpsomTax.com may exercise a general lien against any Goods and Services or property belonging to the Customer that is in the possession of EpsomTax.com for all sums outstanding under this contract and any other contract to which the Customer and EpsomTax.com are parties.
9.2 If the lien is not satisfied within seven (7) days of the due date EpsomTax.com may, having given notice of the lien at its option either:
9.2.1 Remove such Goods and Services and store them in such a place and in such a manner as EpsomTax.com shall think fit and proper and at the risk and expense of the Customer; or
9.2.2 Sell such Goods and Services 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.
10. DISPUTES AND RETURN OF GOODS
10.1 No claim relating to the Goods and Services will be considered unless made within seven (7) days of delivery.
10.2 No Goods will be accepted for return without the prior consent of EpsomTax.com. Goods must be returned unused, unopened and still in original resellable condition. A 15% restocking fee applies. The Customer is liable for all costs associated with any accepted returns.
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 EpsomTax.com 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 EpsomTax.com, EpsomTax.com'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 EpsomTax.com shall not be liable for:
11.2.1 Any loss or damage of any kind whatsoever, arising from the provision of goods and services by EpsomTax.com 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 Goods and Services provided by EpsomTax.com to the Customer; and
11.2.2 The Customer shall indemnify EpsomTax.com 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 EpsomTax.com or otherwise, brought by any person in connection with any matter, act, omission, or error by EpsomTax.com its agents or employees in connection with the Goods and Services.
11.3 In particular EpsomTax.com will not be liable for:
11.3.1 Damage or wear caused to any property, machinery, equipment, computer or component thereof, printer, or component thereof, consumables, electronic goods of component thereof, software, vehicle, building or service as a result of the provision of goods and/or services.
11.3.2 Penalties, interest, taxes, loss of income or similar due to errors in calculation, provision of services or lack of provision of services.
12. WARRANTY
12.1 Manufacturer's warranty applies where applicable.
12.2 Any written warranty that EpsomTax.com provide to the Customer will also form part of these terms and conditions of trade.
13. CONSUMER GUARANTEES ACT
13.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Goods and Services from EpsomTax.com for the purposes of a business in terms of section 2 and 43 of that Act.
14. HIRE OF EQUIPMENT
14.1 Where equipment is hired from EpsomTax.com:
14.1.1 The Customer shall not part with the possession of the equipment and shall not sublet, or sell, or attempt to alienate the equipment in any way, or deal with the equipment in any way that may be prejudicial to EpsomTax.com.
14.1.2 The Customer shall be liable for any damage to or loss of the equipment hired however caused and in the event of any equipment being damaged, lost or stolen the Customer shall pay to EpsomTax.com the cost of making good the repair to the equipment or the cost of replacing the equipment whichever is the lesser.
14.1.3 The Customer shall on request by EpsomTax.com advise of the whereabouts of any hired equipment and gives EpsomTax.com irrevocable licence to enter any premises within its control for the purposes of inspecting, repairing, testing or removing the hired equipment and further if the Customer fails to pay any monies owing after the due date EpsomTax.com may enter any premises and take possession and remove the hired equipment.
14.1.4 Without prejudice to any other remedies available to EpsomTax.com and notwithstanding any period of hire specified, EpsomTax.com may terminate this hire contract at any time.
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 EpsomTax.com agreeing to supply Goods 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 EpsomTax.com the payment of any and all monies now or hereafter owed by the Customer to EpsomTax.com and indemnify EpsomTax.com 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 EpsomTax.com 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 EpsomTax.com 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 EpsomTax.com 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.
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