TERMS AND CONDITIONS OF SALE
1. Our Contract Our Quote issued to you together with any Order Form or invoice that accompanies a Quote and these general terms of sale and purchase together constitute our contract for sale with you (this Contract). This Contract governs the agreement between CENTRAL RV LIMITED (COMPANY NUMBER 3382051) (“us”, “our” or “we”) and you, the named customer in the Quote, in respect of the Goods and Services.
2. “Business Days” Means a day on which banks are ordinarily open in New Zealand and excludes a Saturday, a Sunday or a public holiday. Any other reference to a ‘day’ shall mean a calendar day.
3. “RV” Means a recreation vehicle ordered and/or purchased by you from us as described in the specific description in any Quote or Order Form accompanying this Contract.
4. “Order” Means the submission of an Order Form by you followed by acceptance of a Quote issued by us which results in us placing an order with our international manufacturing partner.
5. “Order Form” Means our order form (whether referred to as a New Customer Form or by any other name) completed by you to place an order for a specified RV plus accessories together with any related Services.
6. “You” Means the purchaser buying the Goods and Services as specified in any invoice, Order Form, Quote, estimate or any other document. If the purchaser comprises more than one person, each of those persons’ liability and agreement is joint and several.
7. “Us” and ”We” Any reference to ‘us’ or ‘we’ in this Contract includes any contractor, employee, assignee, transferees or approved re-seller that we use.
8. How this Contract Applies You are taken to have exclusively accepted and are immediately bound, jointly and severally (where there is more than one purchaser), by this Contract when any one of the following occurs:
a. When you place an Order and accept a Quote issued to you for an RV and any related Goods and Services from us whether by email or by clicking acceptance of the Quote by any electronic means; and/or
b. When you pay us a Deposit for the Order of an RV or related Goods and Services
and together these general terms apply in conjunction with any special conditions or additional terms specified in any Quote.
OUR GOODS AND SERVICES
9. Goods and Services Our Goods and Services include:
a. Sale of new and used RVs and any related accessories or goods (Goods); and
b. Provision of or procurement of on-road services including but not limited to vehicle registration, warrants of fitness, gas certifications, electrical warrants, self-containment certification and RV vehicle servicing and any installation of accessories and related Goods (Services); and/or
c. any supply of Goods and materials required in connection with the Goods and Services described in a Quote,
and together these are the Services or the Goods as the context requires.
10. NZCMA Accredited We are accredited by the New Zealand Motor Caravan Association to supply certified self-containment to comply with the New Zealand Standard for Self-Containment of Motor Caravans and Caravans, NZS 5465:2001.
11. Motor Vehicle Registered Trader We are a registered trader on the motor vehicle traders registered administered by Trading Standards New Zealand with trader number M334175.
12. Used RVs In the case of sale of a used RV, we shall supply, and you shall be asked to sign a consumer information notice (CIN) to you.
PLACING AN ORDER
13. Order Selections All Orders are placed to your specified requirements and selections nominated in an Order Form or as otherwise agreed with us.
14. Special Orders Where you have selected any specification stated as ‘special order’ on our Order Form, the specifications of this Order may not be altered or varied after payment of your Deposit and your Order cannot be cancelled (see clause 23 for more details).
15. Delivery Dates are Indicative Only All Orders placed are subject to the original manufacturers lead times. All dates for delivery or collection of RVs and related Goods ordered from us are indicative only and are subject to change.
16. Order Changes You acknowledge and accept that if you request a Variation to the specifications of your Order once you have accepted a Quote, we may not be able to accommodate the completion of your Order in the original timeframe estimate supplied to you as a result or within the original price stated in our Quote. See clause (Variations) section for more detail on what constitutes a Variation to your order.
PURCHASE PRICE AND PAYMENT
17. Purchase Price The purchase price (Purchase Price) of an RV includes the following:
a. RV At the published price offered in your Quote; and
b. Accessories All accessories selected in your Order Form together with any additional accessories selected after the date of your Quote but before collection or delivery occurs; and
c. On Road Costs Which include, but are not limited to,:
(i) Registration of the RV with Waka Kotahi (formerly New Zealand Transport Agency) with applicable fees; and
(ii) Vehicle licensing; and
(iii) Warrant of Fitness; and
(iv) Gas Certification; and
(v) Electrical Warrant.
18. Payment for RVs Payment for an RV together with any related Goods or Services shall be in three instalments, unless otherwise agreed in writing:
a. Deposit A deposit is payable to secure the placement of an Order for the manufacture of your selected RV with our international partner Dethleffs and
b. Instalment An instalment payment at a time and date specified in your Quote; and
c. Balance A payment of the final balance including any additional Goods and Services selected since acceptance of our Quote.
19. Payment of Balance The balance of the Purchase Price (Balance) must be cleared funds into our nominated bank account prior to collection or delivery.
20. Finance Options Where you have selected to obtain third-party finance, payment must have been received by us from the financial institution prior to Handover.
21. Payment for Servicing and other Goods All other Services are to be paid for in full at the time of completion or, where Goods such as additional accessories are ordered online or via telephone with us, in advance.
CANCELLATION OF AN ORDER
22. Cancellation of an Order by You We reserve all rights to determine if we will accept a cancellation of an Order and acceptance of a cancellation is at our sole discretion and is subject to us sourcing a replacement purchaser of the RV specified in your Order. Where we accept a cancellation, the following applies:
a. Retentions of Part Deposit We shall retain an amount equal to $4000 (plus GST) from your Deposit; and
b. Balance Refunded The balance of your Deposit shall be refunded to you upon us securing a replacement customer to purchase the RV to which the cancelled Order relates.
23. Orders not Eligible for Cancellation You shall not be eligible to apply to cancel an Order and no refund in part or full of a Deposit is available where the following apply:
a. RV has arrived into New Zealand Where the RV specified to meet your Order has arrived into a New Zealand port, handling centre or distribution centre or to our premises; and/or
b. Special Orders Where the RV ordered includes a special order and/or customised specifications.
24. Termination of an Order by Us We reserve the right to consider your Order to have been cancelled (and this Contract is terminated) if:
a. you fail to pay the Deposit to confirm your Order; and/or
b. you become insolvent or bankrupt, convene a meeting with your creditors or make an assignment for the benefit of your creditors or a receiver, manager or liquidator (provisional or otherwise) or similar person is appointed in respect of you or your business or its assets.
COLLECTION AND DELIVERY
25. RVs and Goods for Collection The following shall apply:
a. Goods at Specified Times You must collect your RV and related Goods from our specified location between the scheduled collection hours we have notified to you; and
b. Suitable Vehicle for Towing You must have a vehicle that has sufficient tow rating for the maximum weight of the RV purchased by you.
26. RVs and Goods to be Delivered The following shall apply:
a. Delivery Fees Delivery fees shall be notified to you at the time you place the Order or at such later date if delivery is requested after acceptance of a Quote (whichever applies); and
b. Delivery must be Supervised You or your authorised representative must be present at the delivery location to accept delivery from us or our nominated delivery partner.
STORAGE
27. Storage We offer storage at our sole discretion and reserve the right to refuse to store your RV where we have limited space or capacity.
28. Collection of Stored RV You must collect your stored RV and related Goods within thirty (30) days following payment of the Balance of a new RV.
29. Delayed Collection Where you have not collected your RV by the end of the thirty (30) days, a daily storage fee may be applied per calendar day up to and including the collection date at a rate notified to you at the time of your storage request.
HANDOVER
30. Your purchase is completed and handover of your RV together with any related Goods is deemed to be completed (Handover) when one of the following occurs:
a. Orders subject to collection On collection of the RV and related Goods from our dealership premises by you or your nominated representative; or
b. Orders subject to delivery On receipt of your RV and related Goods to your stated delivery address by us or our nominated delivery partner.
VARIATIONS TO PURCHASE PRICE
31. Variations to Purchase Price We reserve the right to change the Purchase Price in the following circumstances:
a. a change, amendment, or alteration, of your Order which results in a change to the Purchase Price offered in a Quote; and/or
b. any unforeseen duties, charges or expenses incurred by us in connection with the RV or related Goods that are due to issues outside of our control and were not known at the time we issued a Quote.
32. How We Will Confirm a Variation We shall supply you with a written confirmation by email or by issuing an updated Quote stating the changes to the Order, how the price change has been or will be calculated and state any additional costs to accommodate the Variation. This will be supplemental and in addition to any Purchase Price stated in your original Quote.
33. Declining a Variation Where you request to alter or vary your selections to your RV specifications after the date of your original Order or where you have selected any ‘special order’ specifications in your original Order Form, we reserve our right to decline to treat this as a Variation.
GUARANTEES AND WARRANTIES
34. Consumer Guarantees Act The provisions of the Consumer Guarantees Act 1993 (CGA) shall apply, unless you are a customer in trade or business and the Services acquired from us under this Contract are for business purposes, in which case the CGA shall not apply.
35. Original Manufacturer Warranties The following applies:
a. Dethleffs Original Manufacturer Warranty An original manufacturer warranty issued by Dethleffs GmbH & Co.KG (Dethleffs Warranty) is supplied to you at the time of Handover and is in addition to, and does not limit your rights, under the CGA; and
b. Dethleffs Warranty Claim Notifications You must submit a Dethleffs Warranty claim to us as warranty agent. You must notify us:
(i) By email
(ii) Within 15 days of the defect becoming known.
c. Maintenance of Dethleffs Warranty For the Dethleffs Warranty to remain valid, all RV servicing, maintenance and repairs must be performed by an approved Dethleffs service partner. In addition, to maintain a valid leakage warranty under the Dethleffs Warranty, you must arrange for a water ingress check to be performed on your RV at the frequencies stated in the Dethleffs Warranty Card supplied to you; and
d. Accessories Warranties Goods purchased in addition to the RV may carry an additional manufacturer warranty which is in addition to your rights under the CGA; and
e. Second-hand RVs Where an RV is purchased second-hand, we will use reasonable efforts to transfer the balance (if any) of the Dethleffs Warranty and any other original manufacturer warranty to you; and
f. Warranty Agent We shall act as your agent to manage a warranty claim on your behalf during the validity period of any original manufacturer warranty and shall use our discretion to determine if a warranty claim shall be submitted to Dethleffs (acting reasonably).
36. Defective Goods or Services If any defective workmanship or product defect is discovered you must inform us immediately by phone or email. We will arrange with you to inspect the RV to assess if a Defect is present.
37. Remedy Your remedies under the CGA are in addition to the remedies offered under the Dethleffs Warranty and are limited to:
a. Replacement or repair of the defective Goods; and/or
b. Re-supply of any Services.
38. Exclusion of Warranties Any warranty or guarantee owed by us to you under relevant laws or under this Contract will not apply where:
a. the fault or defect is not notified to us; and/or
b. you have selected to tow the purchased RV at time of collection with a vehicle unsuited to tow the maximum weight of the purchased RV; and/or
c. you have purchased a second-hand RV from us and the fault or defect has been notified to you in a vehicle history report prior to your acceptance of a Quote from us; and/or
d. the fault or defect is a result of:
(i) something done by you or someone else, and not by us or an approved Dethleffs
(ii) service partner; and/or
(iii) excessive wear and tear or usage contributed to or caused by permanent occupation of the RV; and/or
(iv) something beyond human control that that causes the defect.
RISK AND OWNERSHIP
39. Insurance You must arrange your own insurance for the RV and related Goods to take effect from Handover.
40. Risk in Goods Following Collection or Delivery All risk related to storage and insurance passes to you as at Handover. You shall be liable for any loss or damage to the Goods connected to the handling, storage, or use of the Goods after Handover.
TITLE TO GOODS
41. Retention of Title to Goods We own the RV and related Goods until you have paid all Amounts Owing for them in full. No beneficial or equitable ownership in the Goods will pass to you until full and final payment of the full all Amounts Owing has been received by us. Until the Amounts Owing have been paid, you hold the Goods as trustee and agent for us.
42. Right to Seize Goods if there are Amounts Owing If you fail to comply with this Contract in relation to payment of Amounts Owing then we may enter the premises where the RV and related Goods are located to seize possession of the RV and related Goods and retain, sell or otherwise dispose of such RV and related Goods. By entering into this Contract, you acknowledge and agree that you grant us or our agents an unrestricted right and licence to enter such premises without notice to identify and remove the RV and related Goods that we still own.
PERSONAL PROPERTIES SECURITIES ACT 1999 (PPSA)
43. Right to Register Financing Statement Until all Amounts Owing have been paid to us in respect of the RV and related Goods, we reserve the right to register a financing statement on the Personal Property Security Register (PPSR) in respect of the RV. See (see https://ppsr.companiesoffice.govt.nz/ for more information on your and our rights in respect of the PPSR).
44. This Contract is a Security Agreement You accept that this Contract constitutes a security agreement for the purposes of the PPSA.
45. Retention of Title creates a Purchase Money Security Interest You agree that clause (Retention of Title to Goods) grants us a Purchase Money Security Interest (as defined in the PPSA) in all present and after acquired Goods as security for payment of the purchase price for the Goods until such amount is paid in full.
46. Consent to Register a Financing Statement You consent to us effecting a registration of a financing statement in respect of the security interest created by this Contract the PPSR under the provisions of the PPSA. Where we have rights in addition to those in Parts 9 of the PPSA, you agree that those rights shall continue to apply.
47. Waiver of Your Rights under the PPSA You waive the following rights under the PPSA:
a. To receive a Verification Statement You waive the right to receive notice of a verification statement under s148 of the PPSA in relation to any registration we make on the PPSR to secure our interest over the Goods; and
b. Notice rights You further agree that you waive the rights under ss114(1)(a), 116, 120(2), 121, 125, 129 and 131 of the PPSA as they relate to notices to you regarding our rights to remove our Goods and re-sell these. To the extent permitted by law this Contract excludes any other provisions of the PPSA which may be excluded in our discretion, and which would otherwise confer rights on you.
48. What you Must Do to Assist with a PPSR Registration You undertake to:
a. promptly do all things, execute all documents and/or provide any information which we may reasonably require to enable us to register a financing statement or charge on the PPSR; and
b. not to consent to or enter into any agreement which permits any supplier or other person to register a security interest in respect of the Goods without our prior written consent.
49. Right to Enter Premises You irrevocably grant us the right to enter your premises, without notice, and without being in any way liable to the you or to any third party, if we have the rights to exercise any of our rights under section 109 of the PPSA in respect of our Goods. You shall indemnify us from any claims made by any third party as a result of such exercise. Any costs and expenses in the performance of using our rights under s109 shall be added to any Amounts Owing.
OVERDUE AMOUNTS
50. No Set Off or Deduction Payment of Amounts Owing Amounts Owing which are due and payable must be made without set-off or deduction of any kind.
51. If You Dispute the Amount Owing If you receive an invoice and you consider you owe us a lesser amount than the sum stated as the Amount Owing, you must us within 5 (five) Business Days of receiving our invoice
52. Duty to Pay Undisputed Amounts Owing You acknowledge and agree that you will not be entitled to withhold payment in respect of any undisputed Amount Owing.
53. Overdue Amounts Owing If you do not pay an Amount Owing by the Due Date or any later date we have agreed in writing, this becomes an Overdue Amount Owing. After a period of 7 (seven) Business Days, we shall have the right to apply late payment interest at a rate of 2.5% above the standard BNZ bank rate at the time. This shall be calculated daily and compound monthly at that rate if we elect to do this. This applies before and after any judgment (if applicable).
54. Debt Collection or Recovery Costs If an Overdue Amount Owing remains unpaid for 14 (fourteen) Business Days or more, we reserve our rights to engage the services of a debt collection agency or solicitor to take proceedings to recover the Overdue Amount Owing. You will be liable for the costs incurred by us in the collection of any unpaid amounts including but not limited to legal costs, debt collection fees and internal administration fees.
55. Administration Fees In the event we are obliged to perform any additional actions to recover any monies owed by you, we reserve the right to apply reasonable administrative fees for phone calls, texts, emails and in-person visits to follow up and recover any Overdue Amount Owing in addition to any costs or expenses stated in any clauses above.
LIMITATION OF OUR LIABILITY
56. Delays to Performance of Services Subject to the clause below, if the Services or delivery of Goods cannot proceed on the scheduled date and time for any reason, we will discuss this with you. We exclude liability to you for any claims, losses, damages, and costs (direct, indirect, or anticipated) incurred by you for the Services not taking place as planned or Goods not being delivered on the estimated delivery date.
57. Delays or Suspension of Services due to COVID-19 Where the novel coronavirus disease (COVID-19) remains at a pandemic status, performance of our Services is subject to the following:
a. any overriding government directive or laws that are applicable under the Governing Law at the time the Services are being performed, including any directives that order the shutdown of our Services or limits our ability to travel (COVID-19 Related Delay); and
b. in the event there is a COVID-19 Related Delay, the performance of our Services will be extended without liability for the period of the delay or our inability to perform due to such delay; and
c. notwithstanding any other clause in this Contract, we reserve the right to refuse to perform Services should we reasonably believe that there is a risk of us or any one of our personnel becoming infected with COVID-19 in doing so; and
d. we reserve all rights to request information or evidence of vaccination of residents of or other visitors to your Premises prior to commencing the Services and shall be entitled to refuse to enter the Premises if no such evidence is provided.
58. Force Majeure Neither party will be liable for any non-performance of its obligations under this Contract due to a force majeure event. For the purposes of this Contract, “force majeure” means an event or circumstance which leads to a default of either party under this Contract due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, port closure or border closure plus any national or global pandemic effects, including, for the avoidance of doubt, any default due to any implementation of any regulation, directive, rule or measure by any government, state or other authority under the governing law of this Contract. This clause does not apply to a default by you to pay Amounts Owing.
59. Limit of Liability Our total aggregate liability to you arising out of or in connection with the supply of the Goods and Services whether in contract, any indemnity, tort (including negligence) by statute or otherwise at law or in equity is limited to the total price of the Goods or Services or the actual direct costs incurred by you (whichever is the lower amount).
60. Exclusion of Our Liability To the fullest extent permitted by law, and subject to our obligations d under any applicable law that imposes guarantees on us, we exclude all liability to you for any direct or indirect claims, expenses, losses, damages and costs (including any incidental, special and/or consequential damages or loss of profits, loss of anticipated savings or loss of expenses suffered or incurred by you resulting (either directly or indirectly) in connection with the sale of the Goods and Services.
61. When Limitations of Liability Cannot Apply These clauses do not limit our liability to the extent that it cannot be limited at law; and/or arises out of or in connection with any wilful default, fraud or criminal conduct by us.
DISPUTE RESOLUTION
62. Details of the Dispute must be Supplied If you or we consider that a dispute has arisen in relation to any matter governed by this Contract, that party must give the other party written notice via email outlining the basis of the dispute (Dispute Notice).
63. Dispute must be Discussed If the dispute is not resolved by discussion, meeting and/or other informal means within 10 (ten) Business Days of the date of the Dispute Notice then the following shall apply:
a. Motor Vehicle Disputes Tribunal You may apply to the motor vehicle disputes tribunal(https://www.justice.govt.nz/tribunals/motor-vehicle-dealer-disputes/) to seek resolution; or
b. Arbitration or Courts We may mutually agree to submit the dispute to arbitration pursuant to the Arbitration Act 1996 or, failing agreement, either party may pursue resolution of the dispute through legal proceedings before the New Zealand courts or suitable tribunal or alternative forum; and
c. Interlocutory relief Nothing in this clause affects either party’s right to seek urgent interlocutory relief.
64. You Must Still Pay Amounts Owing Notwithstanding the presence of a dispute, you must still comply with your obligations to pay us in accordance with the terms of this Contract unless the dispute specifically relates to a disputed amount on an invoice. In that case, you must pay the undisputed portion of that invoice.
NOTICES
65. Deemed Notice Any written notice given under this Contract shall be deemed to have been given and received as follows:
a. by sending it by registered post to the address of the other party as stated in this Contract; or
b. if sent by email to the other party’s last known email address.
GENERAL
66. Governing Law This Contract shall be governed by the laws of New Zealand and the parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand.
67. Severability If and to the extent any provision or part of a provision is illegal or unenforceable, such provision or part of a provision will be severed from this Contract and will not affect the continued operation of the remaining provisions of this Contract.
68. Entire Agreement This Contract sets out the entire agreement between the parties.
69. Signing Not Required It is not necessary for this Contract to be signed unless we insist on it. You are bound by the terms of this Contract if you continue to act in a way that is consistent with the arrangement and discussions you have had with us in relation to the Quote, and we have incurred time and expense in procuring materials or commenced any part of the Services or works for you, or if you have paid a Deposit.
70. Electronic Acceptance The parties agree that any legal requirement may be met by using electronic means in accordance with the Contract and Commercial Law Act 2017. In this clause the term “legal requirement” has the meaning given to it by section 219(2) of the Contract and Commercial Law Act 2017. END
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