1.1 “Voicepro” shall mean Voicepro Limited, or any agents or employees thereof.
1.2 “Client” shall mean the Client, any person acting on behalf of and with the authority of the Client, or any person purchasing products and services from Voicepro.
1.3 “Products” shall mean:
1.3.1 all Products of the general description specified on the front of this agreement and supplied by Voicepro to the Client; and
1.3.2 all Products supplied by Voicepro to the Client; and
1.3.3 all inventory of the Client that is supplied by Voicepro; and
1.3.4 all Products supplied by Voicepro and further identified in any invoice issued by Voicepro to the Client, which invoices are deemed to be incorporated into and form part of this agreement; and
1.3.5 all Products that are marked as having been supplied by Voicepro or that are stored by the Client in a manner that enables them to be identified as having been supplied by Voicepro; and
1.3.6 all of the Client’s present and after-acquired Products that Voicepro has performed work on or to or in which goods or materials supplied or financed by Voicepro 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 “Products and Services” shall mean all products, services, goods and advice provided by Voicepro to the Client and shall include without limitation the supply, installation and maintenance of telephone headsets and telephones and all associated services and all charges for time and attendances, hire charges, insurance charges, or any fee or charge associated with the supply of Products and Services by Voicepro to the Client.
1.5 “Price” shall mean the cost of the Products and Services as agreed between Voicepro and the Client and includes all disbursements eg charges Voicepro pay to others on the Client's behalf subject to clause 4 of this contract.
2.1 Any instructions received by Voicepro from the Client for the supply of Products 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 Client authorises Voicepro to collect, retain and use any information about the Client, for the purpose of assessing the Client’s credit worthiness, enforcing any rights under this contract, or marketing any Products and Services provided by Voicepro to any other party.
3.2 The Client authorises Voicepro to disclose any information obtained to any person for the purposes set out in clause 3.1.
3.3 Where the Client 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.
4.1 Where no price is stated in writing or agreed to orally the Products and Services shall be deemed to be sold at the current amount as such Products and Services are sold by Voicepro 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 Products and Services that is beyond the control of Voicepro between the date of the contract and delivery of the Products and Services.
5.1 Payment for Products and Services shall be made in full before goods are released.
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 Voicepro in the enforcement of any rights contained in this contract shall be paid by the Client, 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.
5.6 Where the Client undertakes a free Product trial, and does not return the Products by the end of the trial date, Voicepro retains the right to charge the Client’s credit card in full for the agreed price of the Products.
6.1 Where a quotation is given by Voicepro for Products 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 Voicepro reserve the right to alter the quotation because of circumstances beyond its control.
6.2 Where Products and Services are required in addition to the quotation the Client agrees to pay for the additional cost of such Products and Services.
7.1 The Client authorises Voicepro to contract either as principal or agent for the provision of Products and Services that are the matter of this contract.
7.2 Where Voicepro enters into a contract of the type referred to in clause 7.1 it shall be read with and form part of this agreement and the Client agrees to pay any amounts due under that contract.
8. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
8.1 Title in any Products and Services supplied by Voicepro passes to the Client only when the Client has made payment in full for all Products and Services provided by Voicepro and of all other sums due to Voicepro by the Client on any account whatsoever. Until all sums due to Voicepro by the Client have been paid in full, Voicepro has a security interest in all Products and Services.
8.2 If the Products and Services are attached, fixed, or incorporated into any property of the Client, by way of any manufacturing or assembly process by the Client or any third party, title in the Products and Services shall remain with Voicepro until the Client has made payment for all Products and Services, and where those Products and Services are mixed with other property so as to be part of or a constituent of any new Products and Services, title to these new Products and Services shall deemed to be assigned to Voicepro as security for the full satisfaction by the Client of the full amount owing between Voicepro and Client.
8.3 The Client gives irrevocable authority to Voicepro to enter any premises occupied by the Client or on which Products and Services are situated at any reasonable time after default by the Client or before default if Voicepro believes a default is likely and to remove and repossess any Products and Services and any other property to which Products and Services are attached or in which Products and Services are incorporated. Voicepro shall not be liable for any costs, damages, expenses or losses incurred by the Client 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. Voicepro may either resell any repossessed Products and Services and credit the Client’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 Services and credit the Client’s account with the invoice value thereof less such sum as Voicepro reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
8.4 Where Products and Services are retained by Voicepro pursuant to clause 8.3 the Client 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.
8.5 The following shall constitute defaults by the Client:
8.5.1 Non payment of any sum by the due date.
8.5.2 The Client intimates that it will not pay any sum by the due date.
8.5.3 Any Products and Services are seized by any other creditor of the Client or any other creditor intimates that it intends to seize Products and Services.
8.5.4 Any Products and Services in the possession of the Client are materially damaged while any sum due from the Client to Voicepro remains unpaid.
8.5.5 The Client is bankrupted or put into liquidation or a receiver is appointed to any of the Client’s assets or a landlord distains against any of the Client’s assets.
8.5.6 A Court judgment is entered against the Client and remains unsatisfied for seven (7) days.
8.5.7 Any material adverse change in the financial position of the Client.
8.6 If the Credit Repossession Act applies to any transaction between the Client and Voicepro, the Client has the rights provided in that Act despite anything contained in these terms and conditions of trade.
9. DISPUTES AND RETURN OF PRODUCTS
9.1 No claim relating to Products and Services will be considered unless made within seven (7) days of delivery or installation.
9.2 The Client shall be deemed to have accepted the Products and Services unless the Client notifies otherwise within seven (7) days of delivery or installation of the Products and Services.
9.3 No Products and Services will be accepted for return by Voicepro without prior approval.
9.4 All Products returned to Voicepro will incur a restocking fee.
10.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Voicepro 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 Voicepro, Voicepro’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.
10.2 Except as otherwise provided by clause 10.1 Voicepro shall not be liable for: 10.2.1 Any loss or damage of any kind whatsoever, arising from the supply of Products & Services to the Client by Voicepro, including consequential loss whether suffered or incurred by the Client 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 and Services provided by Voicepro to the Client.
10.3 If, contrary to the disclaimer of liability contained in these terms and conditions of trade, Voicepro is deemed to be liable to the Client, following and arising from the supply of Products and Services by it to the Client, then it is agreed between Voicepro and the Client that such liability is limited in its aggregate to $500.00.
11.1 Manufacturer’s warranty applies where applicable.
12. CONSUMER GUARANTEES ACT
12.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Client acquires Products and Services from Voicepro for the purposes of a business in terms of section 2 and 43 of that Act.
13.1 Voicepro 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 Voicepro 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 Voicepro 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.