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Conditions of Sale(ii) it will indemnify the Company, and keep the Company indemnified, for all fees(including legal fees on a full indemnity basis), costs and expenses incurred orsuffered as a result of any and all prosecutions, actions, demands, claims orproceedings brought by or against the Company in connection with retakingpossession of the Goods or the exercise by the Company of its rights underthis clause 22;(g) to the extent (if any) that the property in and legal title to the Goods has passed tothe Purchaser by operation of law, then the Company has a specific lien over theGoods until paid for in full; and(h) if the Purchaser pays for Goods by cheque then payment only occurs when allcheques have been presented and cleared in full.The whole of this clause 22 applies notwithstanding any arrangements underwhich the Company grants credit to the Purchaser.To secure the payment of any moneys owed by the Purchaser under thisagreement and the performance of any obligation of the Purchaser under theseTerms of Sale the Purchaser grants a security interest in favour of the Companyin all Goods supplied by the Company to the Purchaser (or for the Purchaser’saccount) and all direct and indirect proceeds of any dealing with such Goods.The Company may register a financing statement under the Personal PropertySecurities Act 1999 (PPSA) in respect of all Goods and direct and indirect proceedsof any dealing with such Goods from time to time, including by reference to serialnumbers (if appropriate).The Purchaser will provide on demand all information, and will do all thingsrequired by the Company, necessary to allow the Company to perfect any securityinterest created under these Terms of Sale, including by registering any financingstatement.The Purchaser waives the right to receive a verification statement in respectof any financing statement or financing change statement registered bythe Company.To the extent permitted by law, the Purchaser and the Company contract out ofout of sections 114(1)(a), 120(2), 121, 125, 129, 131, 133, and 134 of the PPSA.23. Returns and Credits - Returns of unused and resaleable standard Goods whichare not under warranty and which are listed in the published price lists, brochuresand catalogues, electronic media and other advertising material of the Companymay, at the Company’s sole discretion, be returned for credit, provided that theGoods are:(a) returned within 14 days of delivery, free to the Company’s warehouse;(b) accompanied by a delivery docket stating the Company’s original invoice numberand a valid reason for the return; and(c) returned in an unused, undamaged and resalable condition, in theiroriginal packing.No Goods will be accepted for return under any circumstances (other than forreasons of wrong delivery or because the Goods are faulty) unless the invoicedvalue of the Goods is greater than $200.00 excluding GST.Allen Bradley and Rockwell Software products are supplied with the RockwellAutomation factory seal affixed to the manufacturer’s packaging. If this seal isbroken the product is then termed to be an “open box” product and will not beaccepted by NHP if returned for credit.Goods will not be accepted for return for any reason between 15 and 30 daysafter the date of delivery unless by prior arrangement between the Company andPurchaser, and with the payment of a restocking fee of 20% of original invoicevalue, or $50.00, exclusive of GST, whichever is the greater.No Goods will be accepted for return for any reason whatsoever beyond 30 daysfrom date of delivery.Where Goods which have been supplied by the Company on a manufactured/assembled to order or indent only basis, the Company will not, unless agreedotherwise in writing, accept them for return except where such Goods are faultyor have been wrongly delivered against NHP drawings and/or NHP specificationsheets signed off by the Purchaser prior to manufacture.Subject to clause 29, any faulty Goods will be repaired or replaced, at theCompany’s absolute discretion.The Company may from time to time, develop policies in connection with thereturn of Goods, which will be notified to the Purchaser and must be compliedwith before any returned Goods are accepted by the Company in exchange forcredit, or such returned Goods are otherwise repaired or replaced.24. Force Majeure - The Company will not be liable for any loss, damage or delayarising out of its failure (or that of its suppliers and subcontractors) to performobligations under the Terms of Sale due to causes beyond its reasonable control,including without limitation, acts of God, acts or omissions of the Purchaseror its agents, acts of civil or military authority, fires, strikes, floods, epidemics,quarantine restrictions, war, riots, acts of terrorism, delays in transportation, ortransportation embargoes (Force Majeure Events). In the event of such delay, theCompany’s performance date(s) will be extended for such length of time as maybe reasonably necessary to compensate for the Force Majeure Event.If a Force Majeure Event continues for a period of 3 months or more, the Companymay (without affecting the accrued rights and obligations of the parties as at thedate of termination) terminate this agreement immediately by written notice tothe Purchaser.25. Loans & hire - Any Goods loaned or hired out by the Company and notreturned to the Company within the specified loan or hire period shall bedeemed to have been sold to the Purchaser, and the list price on the datefor return of the loaned or hired Goods shall become due and payable bythe Purchaser.Any Goods loaned or hired out by the Company must be returned by the recipientin the original packing, and in original condition, fair and reasonable wear and tearexcepted.Any Goods loaned or hired out to the Purchaser by the Company which arereturned damaged or defective, due to reasons not covered by the Company’sstandard warranty provisions, will result in the Purchaser being chargedfor repair charges, or the cost of the Goods loaned or hired out, whichever is thelesser.Return freight, if applicable, will be prepaid by the Purchaser.26. Copyright, licences, patents and intellectual property - All intellectualproperty rights, including but not limited to copyright, patents, design rights,trademarks, software and licences in, or related to, Goods supplied by theCompany remain the property of the Company and shall not be available in anyform to third parties, nor re-used by the Purchaser, unless agreed to in writing bythe Company.Any software supplied by the Company may be used by the Purchaser only on thecomputer or equipment configuration specified.Use of Goods which contain, or are to be used with, standard or custom softwareor firmware may be subject to the Purchaser’s acceptance of additional terms andconditions in separate Company or third-party licence agreements (Third PartyLicence Agreements). Where there is a conflict between any term of a Third PartyLicence Agreement and these Terms of Sale, the Third Party Licence Agreementwill prevail to the extent of the inconsistency. In the absence of a Third PartyLicence Agreement, the Purchaser is granted a non-exclusive, non-transferableand royalty free licence to use the purchased software or firmware only in objectcode form and solely in conjunction with the Goods, with no rights to sublicense,disclose, disassemble, decompile, reverse engineer, or otherwise modify thesoftware or firmware.The Purchaser must not alter, remove, or in any way tamper with, or otherwise doanything adverse to, any intellectual property rights (including but not limited totrade marks), whether registered or unregistered, or numbers of the Company orits Suppliers attached to or placed on the Goods.27. Training - Where training forms a part of the supply of Goods, such training willbe charged at a rate per 8 hour day (or part thereof ) for a specified number oftrainees, and cover provision of training equipment, training instructor and coursehandouts. Where training is carried out external to the Company’s offices, the costof transporting equipment and instructor’s air fares, hire car for site transportation,meals, accommodation and miscellaneous out of pocket expenses will becharged at the cost to the Company plus fifteen percent. All travel time and standby/waitingtime will be charged in accordance with the Company’s labour rateapplying at the time of supply.28. Engineering assistance - Subject to these Terms of Sale, any engineering ortechnical assistance provided by the Company, will be charged at the Company’slabour rate applying at the time assistance is provided, (including travel and standby/waitingtime), plus expenses at the cost to the Company plus fifteen percent.Applicable expenses include, but are not limited to, those described under clause27 for external training. Any required miscellaneous materials purchased by theCompany will be charged at cost to the Company, plus 25 per cent. Any assistanceprovided in accordance with this clause 28 shall be at the Purchaser’s sole risk.29. Warrantya) The Company makes no warranty, representation or other statement in respect ofthe Goods, their quality or their fitness for any purpose, except as stated expresslyin these Terms of Sale, or as may otherwise be required by law.b) The Company warrants that the Goods, whether manufactured by the Company,its Supply Line Partners or its Suppliers, as published in the Company’s currentcatalogues and supplied by the Company, shall, for a period of twelve monthsfrom the date of despatch of the Goods from the Company’s premises, be free offaulty workmanship, materials or design.c) The warranties provided herein shall be effective, and impose liability on theCompany to give effect to such warranty, only if:i) The Company is provided with written notice of the circumstancesgiving rise to the claim arising within 30 days of the occurrence of suchcircumstances; andii) The Company is permitted to inspect Goods before they are repaired orreplaced; andCOS 193NHP Electrical Engineering Products (N.Z.) Limited
iii) The Purchaser returns the Goods or components to the Company’spremises, at the Purchaser’s expense; andGENERAL TERMS & CONDITIONS OF SALE - COS 18iv) The Company is satisfied, by its own examination of the Goods, that anyalleged circumstances giving rise to the claim have not been caused by:1. improper use, installation, operation, damage due to accident, neglect,lightning, or from improper repair, alteration, modification or adjustment to theGoods; or2. unusual deterioration or degradation due to physical, electrical, electromagneticor noise environments.d) The Company’s liability for any loss, injury or damage, shall be limited to makinggood, by replacement or repair, at the Company’s option, and at the Purchaser’sexpense in relation to costs over and above the direct costs of replacing orrepairing the Goods or the component parts of the Goods at the Company’spremises, any defects which appear under proper use.e) The Company warrants that any repairs that the Company undertakes to theGoods, shall, for a period of twelve months from the date of completion of therepair, be free of faulty workmanship, materials or design for a further period oftwelve months, but only in respect of the components that are the subject of therepair.f ) Any repairs, alterations or other work carried out to the Goods by a person otherthan an authorised representative of the Company shall invalidate the warranty.g) If the Purchaser requests or insists that warranty service shall be carried out onsite at the Purchaser’s premises then any costs over and above the direct costsof replacing or repairing the Goods or the component parts of the Goods at theCompany’s premises shall be at the Purchaser’s expense.h) The Company makes no representation and provides no warranty in respectof any standard or custom software and firmware, supplied in connection withthe Goods, (including that any such software shall be uninterrupted or free oferrors, or that the functions contained therein shall meet or satisfy the Purchaser’sintended use or requirements), except as stated expressly in these Terms of Sale,or as may otherwise be required by law.30. Goods returned for repair (not under Warranty) - Where Goods are notunder warranty and returned for repair, the Company may charge a fee forinspection and preparation of a repair quotation and this fee shall be payable inthe event that the Purchaser does not proceed with the repair.Any repairs that the Company undertakes under this clause 30 are guaranteedfor a period of ninety days from date of completion and only in respect of anyreplacement components that were used in the repair.Despite anything to the contrary in this clause 30, the Company is not under anyobligation to repair any Goods which are not under warranty.31. Fitness for purpose - The Purchaser agrees that it does not rely on the skilland judgment of the Company in relation to the suitability of any of the Goodsfor a particular purpose or application for which the Goods are required by thePurchaser and the Company is under no liability whatsoever if such Goods are notsuitable and fit.32. Compliance with laws and instructions(a) The Purchaser is solely responsible for obtaining all necessary permits andlicences to comply with all applicable legislation, regulations, by-laws or rules (ifany) having the force of law in connection with the installation and operation ofthe Goods.(b) The Purchaser must comply with all instructions of the Company in relation to thefitting, installation and use of the Goods.33. Indemnitya) The Purchaser indemnifies the Company for any and all direct, special, indirectand/or consequential loss or damage, however caused to the Company and/or tothird parties, that results as a consequence of the Company supplying, or failing tosupply at all or on time, the Goods, to the Purchaser, or to any third party, under orin association with this Agreement.b) The Company shall be liable to the Purchaser, or to any third party, for direct,special, indirect and/or consequential loss or damage, however caused, sufferedby the Purchaser, or to any third party, only to the extent that such loss or damageis caused directly by the fault of the Company.c) Notwithstanding anything else in this Agreement, and to the extent permissibleby law, the Company shall be liable to the Purchaser, whether under the law ofcontract, in tort, under statute or otherwise, for any injury, loss or damage, only tothe extent and in the proportion to which such injury, loss or damage is causedby the fault of the Company.34. Disputes - The parties will use their best endeavours and attempt in good faithto promptly resolve any dispute arising in connection with these Terms of Sale.Negotiations shall be conducted in English between representatives of the partieswho have authority to settle the dispute. Negotiation must be conducted within30 days of a party providing written notice to the other party of the matter andcircumstances giving rise to the dispute (Notice of Dispute). If the dispute hasnot been resolved within 30 days of a party giving a Notice of Dispute, the partieswill further attempt in good faith to settle the dispute by non-binding third-partymediation, with mediator fees and expenses apportioned equally to each side. Ifa mediator cannot be agreed upon within 10 days of a party giving a Notice ofDispute, either party may request the President of the New Zealand Law Societyto appoint a mediator. Mediation must take place within 90 days of the date ofthe Notice of Dispute. Any dispute not so resolved by negotiation or mediationmay then be submitted to a court of competent jurisdiction in New Zealand inaccordance with the Terms of Sale. These procedures are the exclusive proceduresfor the resolution of all such disputes between the parties under these Terms ofSale.35. Limitation of liabilitya) Notwithstanding anything else in this Agreement, and to the extent permissibleby law, the Company’s aggregate liability arising out of the performance or nonperformanceof its services, whether under the law of contract, tort, statute orotherwise, shall be limited to the extent permissible by law to the price paid tothe Company by the original Purchaser for the item(s) giving rise to the claim.b) The Company shall not be liable for any business interruption, loss of profit,revenue, materials, anticipated savings, data, contract, goodwill or the like(whether direct or indirect), or for any other form of incidental or consequentdamage of any kind.c) The Company shall not be liable for any loss or damage where an action againstthe Company for such loss or damage is commenced after a period of eighteenmonths has elapsed after the circumstances on which the alleged cause of actionhave occurred. This clause shall apply regardless of any other contrary provision inthese Terms of Sale and regardless of the form of action. Each provision of theseTerms of Sale which provides for a limitation of liability, disclaimer of warranty orcondition or exclusion of damages is separate and independent.36. Severability - Any provision in these Terms of Sale which is invalid orunenforceable in any jurisdiction is to be read down for the purpose of thatjurisdiction, if possible, so as to be valid and enforceable, and otherwise must besevered to the extent of the invalidity or unenforceability, without affecting theremaining provisions of this agreement or affecting the validity or enforceabilityof that provision in any other jurisdiction.37. Waiver - Waiver of any right, power, authority, discretion or remedy arising ona breach of or default under an agreement in force between the Company andthe Purchaser on these Terms of Sale must be in writing and signed by the partygranting the waiver.38. Notices - Any notice or other communication including, but not limited to,any request, demand, consent or approval, to or by a party under these Termsof Sale must be in legible writing and in English addressed as shown at thecommencement of this agreement or such other address as a party has specifiedto the sender of the notice.39. Assignment - The Purchaser must not assign or otherwise purport to transfer itsrights or obligations under these Terms of Sale to any other person without theprior written consent of the Company.40. The Consumer Guarantees Act 1993 - Nothing in these Terms of Sale shallderogate from the guarantees which apply under the Consumer Guarantees Act1993 (CGA) where Goods are acquired by the Purchaser for personal, domestic, orhousehold use or consumption.If the Purchaser acquires, or holds itself out as acquiring, Goods for the purposesof a business in terms of section 43(2) of the CGA, the provisions of the CGA shallnot apply to that supply.If the Purchaser acquires the goods from the Company for resupply as, orincorporates any of the Goods into, goods ordinarily acquired for personalhousehold or domestic use (Consumer Products), the Purchaser warrants that:(a) if it supplies the Consumer Products for resupply by its customer the Purchaser willensure that the Purchaser’s terms and conditions of supply require its customerand each person in the distribution chain to include in their supply agreementsor conditions of sale, obligations requiring their customers to exclude liability forany claims under the CGA, but only where the end user/consumer acquires theConsumer Products for the purposes of a business;(b) if it supplies the Consumer Products directly to an end user/consumer it will do sousing written terms and conditions of supply which exclude liability for any claimsunder the CGA, but only where the end user/consumer acquires the ConsumerProducts for the purposes of a business.41. Amendment - The Company reserves the right to review and amend theseTerms of Sale from time to time. Written notification forwarded to the Purchaserby ordinary mail will be sufficient notification to bind the Purchaser to any revisedor amended terms of sale for all orders placed by the Purchaser and accepted bythe Company after the date of such notification.Conditions of SaleCOS 19 February 2011NHP Electrical Engineering Products (N.Z.) Limited 4
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Industrial Electrical and Automatio
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Explanation of TermsEXPLANATION OF
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NHP’s ValuesTo achieve our vision
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Products and BrandsTo assist custom
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Products and Brands (cont’d)POWER
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Products and Brands (cont’d)2. Ap
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Terminal boxes / Industrial enclosu
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Wall mount enclosuresABS - CABFeatu
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Wall mount enclosuresGRP - CAB acce
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Wall mount enclosuresMild steel - M
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Wall mount enclosuresMild steel - M
Page 49 and 50: Gland plate openings top and bottom
Page 51 and 52: Wall mount enclosuresMild steel - A
Page 57 and 58: Wall mount enclosuresStainless stee
Page 59 and 60: Wall mount enclosuresStainless stee
Page 61 and 62: Floor standing enclosuresMild steel
Page 87 and 88: Climate controlVentilation and heat
Page 89 and 90: Climate control - VentilationTB ser
Page 91 and 92: Climate contol - Air conditionersEV
Page 93 and 94: Climate contol - Heat exchangersXVA
Page 95 and 96: Climate contol - Convection heaters
Page 97 and 98: Climate control - AccessoriesKT, ZR
Page 99: (b)$100.00 excluding GST, delivery
Page 103: NEW ZEALANDnhp-nz.comSALES 0800 NHP
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