1.1. "GMP" means Globalmediapro Limited and any agent or third party appointed by Globalmediapro Limited to perform part or all of its obligations under these terms of trade.
1.2. "Customer" means the customer and any person acting on behalf of and with the authority of the customer.
1.3. "Products" means all products supplied by GMP through the Website and includes all products, goods and services and advice provided by GMP to the Customer and all charges for labor, hire charges, insurance charges, freight costs, or any fee or charge associated with the supply of the Products by GMP to the Customer.
1.4. "Website" means www.globalmediapro.com.
2.1. The price of the Products may be changed if payment for the order to GMP is made more than 2 days after the date of the Proforma Invoice. The Payment Date is taken as the value date of the payment on the Customer's bank statement.
2.2. If the Customer refuses to accept the new price, GMP may cancel the order.
2.3. If GMP cancels an order pursuant to clause 2.2., GMP will promptly refund any amount paid by the Customer for the order.
3.1. GMP provides confirmation electronically that an order has been received and such confirmation shall specify the price and estimated delivery date.
3.2. GMP reserves the right to refuse to confirm an order.
3.3. GMP considers an order confirmed by the Customer when the Customer's payment has been received. Until that date the order's status is unconfirmed. The Products covered by the order will only be reserved once the Customer's payment has been received.
3.4. GMP reserves the right to cancel an order without any explanation. GMP will ensure any amount paid for a cancelled order is refunded promptly.
3.5. The Customer cannot cancel an order once the purchase price has been paid.
4.1. Unless otherwise agreed payment for Products shall be made in full in advance.
4.2. Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment.
4.3. The Customer agrees to make all payments to GMP relating to the supply of the goods in full, without deduction of any nature whether by way of set-off, counterclaim or any other claim.
4.4. The Customer must not make any payment without a payment reference recording the order number. A payment received without a payment reference recording the order number may be treated by GMP as anonymous payment. The Customer must contact its bank to amend the payment reference on an anonymous payment before GMP will credit the anonymous payment toward payment of the Customer's account.
4.5. GMP reserves the right to refuse to accept any payment for any reason whatsoever including if GMP:
(a) considers that the payment is not in cleared funds, irrevocable, final and/or willingly paid by the Customer for the order; or
(b) the payment cannot be linked to an order made by the Customer due to the absence of the order number on the payment.
4.6. If a payment is not accepted by GMP:
(a) it is the Customer's responsibility to arrange the reversal or refund of the payment and GMP will not be responsible for any delay in processing such refund; and
(b) GMP will not release or deliver the Products to the Customer.
4.7. If the Customer is entitled to a refund, repair compensation, insurance settlement or any other financial settlement ("settlement amount") pursuant to these terms of trade which is under the equivalent value of USD500, instead of paying the settlement amount to the Customer's bank account, GMP will add the settlement amount to the Customer's account with GMP. The Customer can then use the account balance for future orders placed with GMP under the same account.
5. Delivery and risk
5.1. The Products remain at GMP's risk until delivered to the Customer. Delivery is to be made at the place specified by the Customer when the order is made. If the Customer fails or refuses to take or accept delivery then the Products are deemed to have been delivered when GMP was willing to deliver them.
5.2. The delivery address of an order cannot be changed. The delivery address cannot be a PO BOX provided that GMP may accept delivery to a PO BOX if the delivery address is in a country with no or limited street delivery service. An order must not be paid by the Customer if the delivery address is incorrect.
5.3. Delivery of Products shall be deemed complete when GMP 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.
5.4. If Products are to be delivered to any country other than New Zealand, it is the Customer's obligation to pay taxes and duties on the Products in the country of delivery. If the Customer fails or refuses to pay such taxes and duties or to clear the Products through Customs then the Products are deemed to have been delivered when GMP dispatched the Products.
5.5. GMP reserves the right to deliver the Products in installments and each installment is deemed to be a separate contract under the same terms and conditions of the main contract. If GMP is unable to make delivery, the Customer will not be entitled to repudiate the contract.
5.6. If Product is lost or damaged during delivery GMP will only pay a refund, repair the Product, or supply new Product after receiving compensation from GMP's insurance company. This procedure usually takes two weeks, but can take longer.
5.7. GMP insures the Products against loss or damage during delivery except that delivery to a PO BOX may be not covered by GMP's insurance.
5.8. Any costs for storage, delivery, taxes, duties or any other expenses may be charged to the Customer, if the Customer refuses to:
(a) take or accept delivery at the time specified in the quotation or at any other time that GMP is able to deliver the Products; or
(b) pay local taxes and duties.
5.9. GMP shall not be liable for any costs, damages or losses of any kind whatsoever, including damage to the Products during and after delivery, arising from the actions of Police, customs or other agencies in any country.
5.10. The Customer will check the condition and quantity of the Products delivered and advise the deliverer of any missing or damaged Products immediately on receipt. GMP shall not be liable for any missing or damaged Products unless noted on the delivery receipt. The absence of written notification by the Customer on the delivery receipt shall be deemed to be delivery of the full order in good condition.
6.1. GMP guarantees products sold by GMP for 12 months from the date of purchase, in accordance with the manufacturer's guarantee, for faults due to the manufacturing process.
6.2. In the case of a claim the Customer shall provide GMP with a full description of the fault in writing.
6.3. As a precondition to any claim being accepted by GMP the Customer shall provide a written report from a service centre authorised by the manufacturer ("the report") confirming that the fault is a manufacturer's fault. GMP agrees to pay for the report if the report confirms the fault is a manufacturer's fault. If such a report is not provided the fault is deemed not to be a manufacturer's fault and the fault shall be repaired by the Customer. If the report confirms the fault is a manufacturer's fault the Customer shall send the faulty product to a service centre chosen by GMP (usually the same service centre which made the report) for the repair to be carried out.
6.4. Delivery to the service centre is to be at the Customer's risk. GMP shall reimburse the customer for the cost of the delivery. GMP shall return repaired products to the Customer at GMP's expense and risk.
6.5. The Customer should ensure that the IEEE-1394 interface on Products is only connected when all devices that the Product is being connected to are switched off, regardless of what the manufacturer's manual may provide. GMP shall not be responsible for the repair of Products or any direct or indirect loss, damage or costs that the Customer may incur if this requirement is not met.
6.6. Subject to clause 6.5, the Customer should ensure that all Products are used according to their specifications. GMP shall not be liable for the repair of Products, or any direct or indirect loss, damage, costs or expenses that the Customer may incur if Products are not used according to their specifications.
6.7. GMP provides no warranty as to the compatibility of products unless those products were purchased by the Customer from GMP in the same order. Two products will not be incompatible if they both have at least one common interface (signal, mechanical or electrical).
7. Title and security (Personal Property Securities Act 1999)
7.1. Title in any Products supplied by GMP passes to the Customer only when the Customer has made payment in full for all Products provided by GMP and of all other sums due to GMP by the Customer on any account whatsoever. Until all sums due to GMP by the Customer have been paid in full, the Customer grants to GMP a security interest in all Products ("the security interest").
7.2. 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 GMP 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 GMP as security for the full satisfaction by the Customer of the full amount owing between GMP and Customer.
7.3. The Customer gives irrevocable authority to GMP 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 GMP 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. GMP 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. GMP 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 GMP reasonably determines on account of wear and tear, depreciation, obsolescence, loss of profit and costs.
7.4. Where Products are retained by GMP pursuant to clause 7.1. the Customer waives the right to receive notice under section 120 of the Personal Property Securities Act 1999 ("PPSA") and to object under section 121 of the PPSA.
8. Payment allocation
8.1. GMP may in its discretion allocate any payment received from the Customer towards any invoice that GMP 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 absence of any payment allocation by GMP, payment shall be deemed to be allocated in such manner as preserves the maximum value of GMP's purchase money security interest in the Products.
9.1. The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon GMP 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 GMP, GMP'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.
9.2. GMP shall not be liable for any loss or damage of any kind whatsoever, arising from the supply of Products by GMP to the Customer, including any loss, damage, penalty or fine that the Customer incurs importing Products into any country and 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 GMP to the Customer or where the Products may have been seized by any customs or border control authority of the country to which the Customer has specified as a delivery address.
9.3. The Customer shall indemnify GMP against all claims, damages, penalties, fines 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 GMP or otherwise, brought by any person or authority in connection with any matter, act, omission, or error by GMP its agents or employees in connection with the Products or in relation to the delivery of the Products into any country by the Customer as importer.
9.4. If the Products breach any express warranty given by the GMP the Customer is required to return the Products to the repair centre nominated by GMP for repair. GMP shall not be liable for any costs or expenses that the Customer incurs in sending the Products to any other repair centre.
10.1. Notwithstanding that the Customer shall specify a delivery address for Products that is outside of New Zealand, the parties agree that the sale and purchase of the Products is conducted in New Zealand and from the time of completion the Customer is the owner of the Products and GMP is not importing the Products to any country notwithstanding that the Customer shall specify a country other than New Zealand for the delivery of the Products. GMP is not the importer of the Products and the Customer shall be the actual importer of the Products into the country of delivery.
11. Consumer Guarantees Act
10.1. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Products from GMP for the purposes of a business in terms of sections 2 and 43 of that Act.
12. Collection and use of information
12.1. The Customer authorizes GMP to collect, retain and use any information about the Customer, for the purpose of assessing the Customer's credit worthiness or enforcing any rights under this contract.
12.2. The Customer authorizes GMP to disclose any information obtained to any person for the purposes set out in clause 12.1.
12.3. Where the Customer is a natural person the authorities under clauses 12.1. and 12.2. are authorities or consents for the purposes of the Privacy Act 1993.
12.4. The Customer agrees to keep any order it places with GMP confidential and not to disclose the existence or details of any order with any third party. The Customer agrees not to use the internet, email or any other mass media to discuss with any third party the existence or details of any order it places with GMP.
12.5. The Customer undertakes and agrees that it will indemnify and hold GMP harmless from and against all costs and expenses (including, without limitation, legal and other professional costs, fees and expenses) actions, proceedings, claims, demands, damages and loss of business or orders arising from or connected directly or indirectly with any breach by the Customer of clause 12.4.
13.1. GMP shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
13.2. Failure by GMP 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 GMP has under this contract.
13.3. 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.
13.4. The parties agree that the New Zealand courts have exclusive jurisdiction and that the law of New Zealand shall apply to this agreement.
13.5. GMP may appoint an agent or a third party to perform part or all of GMP's obligations under these terms of trade.