For nearly 100 years, Stevenson has played a major role in developing New Zealand’s roading and infrastructure. We are a major player in the country’s construction industry, supplying aggregates and a very wide range of concrete-based building products. We have strong roots in land-based businesses including mining and quarry management, agriculture and property. We are a trusted provider of engineering and related services among the industries we work in.
STEVENSON TERMS OF TRADE
1. Definitions
“Customer” means the person who orders or purchases Goods or Services from Stevenson, and where the Customer comprises two or more persons, means those persons jointly and severally.
“Goods” means goods provided and/or manufactured by Stevenson.
“PPSA” means the Personal Property Securities Act 1999.
“Order” means an agreement between Stevenson and the Customer for Stevenson to supply Goods and/or Services to the Customer.
“Quote” means a written offer from Stevenson to the Customer to supply Goods and/or Services for a specified price subject to the terms and conditions of such offer.
“Services” means any services performed by Stevenson.
“Stevenson” means those companies comprising the Stevenson group of companies including Stevenson Concrete Limited, Stevenson Precast Systems Limited, Stevenson Floor Systems Limited, Stevenson Engineering Limited, Stevenson Asset Management Limited, Stevenson Resources Limited, Stevenson Laboratory Limited, together with any other subsidiary and/or related company of Stevenson Group Limited from time to time.
“Terms of Trade Credit” means the terms of trade credit entered into between Stevenson and the Customer and which are available on www.stevenson.co.nz.
2. Orders, Pricing, Quotes and Estimates
2.1 Stevenson may decline, in whole or in part, any Order in its sole discretion.
2.2 The price of Goods and Services is as specified in Stevenson’s price list (as amended from time to time), or in an Order or accepted Quote, as applicable.
2.3 Unless otherwise stated, prices stated do not include GST and are ex Stevenson’s yard or manufacturing plant.
2.4 These Terms of Trade apply to all Goods or Services supplied by Stevenson including those supplied pursuant to a Quote. A Customer’s acceptance of a Quote constitutes an agreement to purchase Goods or Services on these Terms.
2.5 A Quote may be withdrawn or varied by Stevenson before it has been accepted in writing by the Customer.
2.6 All Quotes are based on rates and charges in effect at the date of the relevant Quote. Any increase in rates or charges, (including without limitation sub-contracted labour, materials and fuel) shall result in an equivalent increase in the quoted price.
2.7 An estimate as to price or quantity is not binding on Stevenson.
2.8 Where a Quote includes an estimate of quantities and the actual quantity supplied is materially different from that estimated, Stevenson reserves the right to revise the quoted price.
2.9 Where a Customer purchases Goods from a Stevenson quarry then the quantity of Goods supplied shall be determined by the measurement of those Goods across the weighbridge at a Stevenson quarry.
2.10 Where the Customer purchases Goods with a credit card and at the time of payment the quantity of the Goods to be sold is an estimate, then the Customer agrees that Stevenson may hold the Customer’s credit card details on file until the quantity of Goods sold is determined and at that time process a debit or credit to the Customer’s credit card to reflect the actual purchase price of the Goods sold.
3. Payments, Discounts and Rebates
3.1 Except where Goods or Services are charged to a Trade Credit Account, payment is due on the placing of the Order.
3.2 Payment for Goods and/or Services charged to a Trade Credit Account must be made in accordance with Stevenson’s Terms of Trade Credit.
3.3 Where the Customer receives a volume based discount on Goods and the Customer fails to purchase the total volume of such Goods, Stevenson reserves the right to withdraw such discount.
3.4 Stevenson may agree to supply a Customer on a cash sales basis. In such case, payment must be made before the Goods are unloaded. If a truck arrives on site and there is no payment by cash or cheque, or if a credit card has not previously been charged. Stevenson has the right to direct the driver to leave the site without discharge of the load.
4. Security for Payment
4.1 The Customer grants to Stevenson a security interest in the Goods and in any proceeds arising from the sale of the Goods to secure the obligations of the Customer to pay the purchase price for the Goods, and any other obligations by the Customer to Stevenson under these Terms or the Terms of Trade Credit (together the "Obligations") as and when the same become due.
4.2 The Customer grants to Stevenson a lien over any of the Customer’s equipment upon which Services are performed in order to secure the obligations of the Customer to pay for such Services and any other Obligations as and when the same become due.
4.3 The Customer agrees that if the Customer is in breach of any of its Obligations:
(a) the Customer will, upon receiving a written request from Stevenson and at its own cost and expense, promptly deliver all or any of the Goods to Stevenson at such place as Stevenson directs;
(b) Stevenson may (and the Customer grants Stevenson a licence to), at any time without giving notice either itself or through an authorised agent, enter into any place where the Goods are located and remove the Goods, if the Customer fails to deliver the Goods as required under this clause;
(c) Stevenson may sell all or any of the Goods without giving prior notice of the sale to the Customer (and to that end, nothing in s114(1)(a) of the PPSA shall apply to these Terms); and
(d) if Stevenson proposes, pursuant to s120 of the PPSA to take all or any of the Goods in satisfaction of the Obligations, the Customer waives its right to require Stevenson to sell the Goods and agrees that notwithstanding s120(1) of the PPSA, the Customer shall remain liable to Stevenson for the difference between the market value of the Goods at the time it is first able to be sold by Stevenson free from all rights and interests of the Customer and other persons pursuant to s123(1) of the PPSA and the amount of the Obligations which are in default.
4.4 The Customer:
(a) agrees that nothing in s117(1)(c) of the PPSA will apply to these Terms, and
(b) waives (to the extent applicable) the Customer's right under the PPSA:
(i) to receive a verification statement pursuant to s 148 and a statement of account under s 116;
(ii) to recover a surplus under s119;
(iii) to receive notice of Stevenson's proposal to retain collateral under s120(2) and to object to that proposal under s121;
(iv) not to have Goods damaged when Stevenson removes an accession under s125 and not to be reimbursed for any such damage under s126;
(v) to refuse permission to refuse an accession under s127;
(vi) to receive notice of the removal of an accession under s129;
(vii) to apply to the Court for an order concerning the removal of an accession under s131;
(viii) to redeem collateral under s132;
(ix) to reinstate a security agreement under s133 and 134; and
(c) shall immediately notify Stevenson of any change in the Customer’s name, address or contact person details, to enable Stevenson to register a financing change statement if required. In the absence of such notification, the address held by Stevenson is deemed to be the Customer’s current address for such purpose.
5. Consumer Guarantees Act 1993
5.1 Where Goods or Services are being supplied for the purposes of a business, the Customer agrees that the Consumer Guarantees Act 1993 will not apply.
5.2 Where the Customer purchases Goods for re-supply, the Customer’s terms of trade must contain an equivalent provision to clause 5.1.
6. Warranties
6.1 All statutory, express or implied warranties by Stevenson including, without limitation, the implied warranties of merchantability and fitness for any particular purpose are expressly excluded (to the extent permitted by law).
6.2 Colour and texture variations may occur in Goods and from Samples due to:
(a) The use of natural materials in the manufacturing process;
(b) normal manufacturing tolerances and processes; and
(c) weather.
The Customer agrees that such variations do not constitute a product defect and Stevenson shall not be liable for any loss or damage suffered by the Customer as a result of such variations.
6.3 Quotes are prepared in accordance with information provided to Stevenson by the Customer and Stevenson will not be liable nor will it be bound by the Quote where:
(a) such information is inaccurate or any information omitted; and/or
(b) the Customer makes any variations which result in the work being different from that quoted for.
6.4 To the extent allowable by law, Stevenson gives no warranty in respect of Goods manufactured by others.
7. Limitation of liability
7.1 The liability of Stevenson in respect of all claims for loss, damage or injury arising from breach of any of Stevenson’s obligations under this agreement or from any act or omission of Stevenson is limited, in each case, to the lesser of:
(a) replacement or repair of the affected Goods, or re-supply of the Services;
(b) payment of the actual cost of replacing or repairing the affected Goods, or re-supplying the Services; and
(c) the price of the affected Goods or Services.
7.2 Stevenson shall not be liable for any direct or indirect loss or damage (including without limitation loss of profits or savings or for any indirect or consequential loss or damage), however caused, arising out of or in connection with the supply of Goods or Services by Stevenson, except as set out in clause 7.1.
7.3 No action arising out of the supply of Goods or Services by Stevenson, regardless of form, may be brought more than six months after the Customer becomes aware, or reasonably ought to have become aware, of the circumstances giving rise to the action.
8. Intellectual Property
8.1 All intellectual property rights in the Goods or arising out of the performance of the Services are and shall remain the property of Stevenson.
8.2 The Customer warrants that any design or drawing provided by it does not infringe any intellectual property rights of any other person.
9. Delivery
9.1 Delivery of Goods shall be deemed to occur at the point specified in an Order or Quote, or if nothing is so specified, then:
(a) Concrete– when Goods are discharged from the delivery truck agitator;
(b) Aggregates– when the Customer takes the Goods across the weighbridge out of the quarry; and
(c) otherwise, when the Goods arrive at the address specified by the Customer (whether or not the Customer is present to acknowledge receipt), or when the Customer takes possession of the Goods, whichever occurs first.
9.2 Risk in the Goods passes to the Customer on delivery under clause 9.1.
9.3 In relation to concrete delivery, the Customer assumes responsibility for the placing, pumping and handling of the concrete from the point of discharge from the agitator.
9.4 Stevenson may deliver Goods by instalments. If the Customer fails to pay for an instalment on the due date Stevenson may suspend deliveries of the other instalments.
9.5 The Customer shall pay all freight and cartage charges including any additional costs or expenses incurred by Stevenson in delivering the Goods to the address requested by the Customer (including charges for waiting time, unloading equipment, labour or delivery outside of normal business hours).
9.6 Where Stevenson is to deliver the Goods, the Customer must:
(a) ensure Stevenson has reasonable all-weather access to the site, to enable Stevenson to deliver the Goods safely;
(b) obtain all necessary resource and other consents from the relevant local authority and inform Stevenson of all matters relating to such consents;
(c) locate, mark and advise Stevenson of all gas pipes, water pipes, sewerage lines, drainage lines, telephone cabling and other utilities that are on, or near, or adjacent to the delivery point, and of any actual or possible subsidence, slip, erosion, flooding or any other thing that might constitute a hazard on the land where Goods are to be delivered; and
(d) indemnify Stevenson against any costs, claims and damages incurred in the delivery of the Goods including any cleaning, repairing damage to the site or delivery equipment. returning the delivery vehicle to the road and making good any damage to the road or footpath, provided Stevenson has acted with reasonable care and skill.
9.7 The Customer assumers all liability for damages to footpaths, kerbs, drains or other property for any deliveries beyond the kerb line and is responsible for any salvage charges incurred in returning the vehicle to the roadway.The Customer is responsible for the removal of any mud, clay etc from the delivery truck wheels and for the removal of mud, clay etc tracked or on footpaths, roads etc by the trucks.
9.8 The Customer must make any claims for short delivery within 48 hours of delivery of Goods by Stevenson, and must state the date of delivery of the Goods and the delivery docket number.
10. Readymixed Concrete
10.1 All Orders for readymixed concrete products must be confirmed by 10.00am the day prior to delivery and if such confirmation is not received Stevenson reserves the right to cancel the Order. Cancellation by a Customer of a previously confirmed order (after 10.00am the day prior to delivery) may incur a $10 per m3 cancellation charge if batching has not commenced, or if the batching has commenced or was booked to commence in the next hour, Stevenson will charge the quoted load rate.
10.2 Where an Order is cancelled under clause 10.1 above or a Customer wishes to postpone a order, then a new booking time may be allocated by Stevenson at its sole discretion.
10.3Upon arrival at the Customer’s site, Stevenson concrete trucks will wait on site for up to 10 minutes per m3 of readymix concrete being delivered. After such time Stevenson may charge the Customer additional charges or leave the site (even if the load has not been fully unloaded). The Customer will remain liable for the load cost plus any applicable disposal costs.
10.4 Unless otherwise agreed in writing between the Supplier and the Customer, the Supplier is not liable for the quality or performance of any concrete, either in the freshly mixed or hardened state, if the mix proportions have been altered in any way by the addition of water, admixtures, or other materials by, or on the instruction of, the Customer or its agent.
10.5 Any sampling or testing of the readymixed concrete carried out by the Customer must be done strictly in accordance with New Zealand Standard 3112 – Specification for Method of Test for Concrete.
10.6 The delivery docket will set out the specifications of the Goods ordered by the Customer. It is the responsibility of the Customer to check that such specifications are correct prior to the discharge of the Goods from the Supplier’s truck.
10.7 Stevenson will use all reasonable efforts to ensure that deliveries are made when requested by the Customer but delays may occur and Stevenson accepts no liability for this.
10.8 Any concrete ordered by the Customer that is found to be in excess of their requirements cannot be returned for a credit. If Stevenson agrees to take away excess concrete, it may also charge for the disposal of such concrete.
10.9 A small load fee may be charged for any load 3 m3 or less.
11 Returns and Cancellations
11.1 Other than perishable Goods, Goods of a type held by Stevenson as normal stock items (excluding, by way of example, Goods made to order and concrete) may, if Stevenson agrees, be returned by the Customer for credit by quoting the date of delivery and the delivery docket numbers or invoice number provided that:
(a) Stevenson may charge a handling charge excluding delivery charges;
(b) the Goods are returned at the Customer’s cost within tow weeks of delivery to the Customer;
(c) Stevenson may charge the Customer if Stevenson collects the Goods from the Customer.
(d) the Goods are in their original condition and packaging, and are undamaged, unused and in a saleable condition.
11.2 Goods which do not comply with the warranties in clause 6.1(a) or (b), or which are damaged before delivery to the Customer, may be returned for replacement or credit by quoting the date of delivery and the delivery docket numbers or invoice number provided that:
(a) the Goods are returned to Stevenson at Stevenson’s cost, or Stevenson is requested to uplift the Goods, within 48 hours of delivery; and
(b) the Goods are in their original condition and packaging as supplied, and are unused.
11.3 The Customer is not entitled to cancel an order without the written agreement of the Company where:
(a) manufacture of made to order Goods has commenced; and/or
(b) such order comprises goods manufactured by a third party.
11.4 In the case of made-to-order Goods:
(a) Stevenson may require the Customer to make a full upfront payment for the Goods or to pay a substantial deposit before Stevenson commences manufacture of the Goods, and the Customer is liable to pay for the full amount of Goods ordered, whether or not the Customer takes delivery of all such Goods; and
(b) The Customer shall pay all costs associated with any additional production runs where the Customer requires more Goods than those first ordered.
12 Taxes
Unless otherwise stated, all prices are exclusive of Goods and Services Tax.
13 Hours
Unless otherwise agreed between the parties, Stevenson will supply the Goods and/or perform the Services during normal working hours. Any costs attributable to Stevenson being required by the Customer to work outside such hours shall be payable by the Customer.
14 Force Majeure
No claim or liability will arise against Stevenson under these Terms or any Order or Quote, if and to the extent that Stevenson’s failure or omission to carry out or observe any provisions of these Terms or any Order or Quote arises by reason of Force Majeure. “Force Majeure” means any event outside the reasonable control of Stevenson and includes, without limitation, fires or other casualties or accidents, power outages, acts of God, strikes and lockouts, severe weather conditions, delay in supply or materials or unavailability of materials, war or other violence, or the introduction of any law, order, regulation, demand or requirement of any governmental agency.
15 Variation of terms
15.1 Stevenson may, in its sole discretion, vary these Terms of Trade from time to time.
15.2 The latest version of these terms of trade can be found at www.stevenson.co.nz.
16 Miscellaneous
16.1 Stevenson’s failure or delay to exercise or enforce any right it has under these Terms shall not operate as a waiver of Stevenson’s right to exercise or enforce such right or any other right in the future.
16.2 Any provision of these Terms that is held to be invalid or unenforceable for any reason shall be severed from, and shall not affect the remaining provisions of, these Terms.
