Terms and Conditions of Trade

1. DEFINITIONS

1. 1. 1. Any written warranty that M FRANCIS ENTERPRISES LIMITED provides to the Customer will also form part of these terms and conditions. A warranty that is not in writing on M FRANCIS ENTERPRISES LIMITED’s letterhead shall not be valid and M FRANCIS ENTERPRISES LIMITED shall not be bound by it.
      2. M FRANCIS ENTERPRISES LIMITED gives no undertaking or warranty that goods supplied are fit or suited for any particular purpose unless expressly stated in writing by M FRANCIS ENTERPRISES LIMITED.
      3. Some goods provided by M FRANCIS ENTERPRISES LIMITED may be covered by a limited manufacturer’s warranty. Additional cost will be incurred by the Customer for goods provided or work carried out by M FRANCIS ENTERPRISES LIMITED in giving effect to the manufacturer’s warranty, including labour, travel charges, freight, administration costs and any and all other associated charges.
   2. CONSUMER GUARANTEES ACT 1993
   3. The guarantees contained in the Consumer Guarantees Act are excluded where the Customer acquires or holds itself out as acquiring the goods for the purpose of a business.
   4. AUTHORITY TO ENTER CONTRACT
      1. Each signatory to M FRANCIS ENTERPRISES LIMITED’s Credit Application Form, Service Call Report and/or these terms and conditions warrants that he or she or it has the power and authority to bind the Customer to any agreement with M FRANCIS ENTERPRISES LIMITED and to these terms and conditions.
   5. CANCELLATION
      1. An order for goods may not be cancelled by the Customer without the written consent of M FRANCIS ENTERPRISES LIMITED. The Customer shall reimburse M FRANCIS ENTERPRISES LIMITED for materials, labour and other incidental expenses incurred before the order was cancelled.
      2. Cancellation of an order for goods is subject to a 10% administration charge payable by the Customer.
      3. The cost of procured goods will not be refunded to the Customer.
      4. Cancellations will not be accepted after delivery of the goods.
      5. Any claim made by the Customer against M FRANCIS ENTERPRISES LIMITED shall not entitle the Customer to cancel or refuse delivery of or payment for any other order by the Customer which has been accepted by M FRANCIS ENTERPRISES LIMITED.
      6. There shall be no refunds, other than as provided by way of cancellation in this clause 15.
   6. MISCELLANEOUS
      1. Failure by M FRANCIS ENTERPRISES LIMITED 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 M FRANCIS ENTERPRISES LIMITED has under this contract.
      2. 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.

         Terms & Conditions of Trade

         1. DEFINITIONS
            1. “Customer” shall mean any person or entity receiving products and/or services from M FRANCIS ENTERPRISES LIMITED, and any person acting on behalf of and with the authority of that person or entity and any person signing the M FRANCIS ENTERPRISES LIMITED Credit Application Form.
            2. “Goods” shall mean:
         1. All goods, services and advice provided by us to you and shall include without limitation the supply of associated goods and all charges for labour, travel charges, hire charges, insurance charges, parts, monitoring charges, or any fee or charge associated with the supply of goods and/or services by M FRANCIS ENTERPRISES LIMITED to the Customer; and
         2. All of the Customer’s present and after-acquired goods that we have performed work on or to or in which goods or materials supplied or financed by us have been attached or incorporated.
         3. The above descriptions may overlap but each is independent of and does not limit the others.
         1. 1. “M FRANCIS ENTERPRISES LIMITED” shall mean M FRANCIS ENTERPRISES LIMITED T/A Insight CCTV Northland, or any agents or employees thereof.
            2. “Price” shall mean
         1. the total cost to the Customer of the goods as appearing in any invoice issued by M FRANCIS ENTERPRISES LIMITED and may include a deposit, freight and all disbursements e.g. charges M FRANCIS ENTERPRISES LIMITED pays to others on the Customer’s behalf. GST is payable by the Customer in addition to the contract price unless M FRANCIS ENTERPRISES LIMITED expressly states otherwise in writing.
         2. The price to be paid shall be according to any quotation submitted by M FRANCIS ENTERPRISES LIMITED to the Customer. If no quotation has been submitted, the prices shall be according to the price list in force at the time of dispatch of the goods. If neither of these apply, the price shall be as indicated on an invoice by M FRANCIS ENTERPRISES LIMITED upon completion of the order.
         1. QUOTATION
            1. Where a quotation is given in writing by M FRANCIS ENTERPRISES LIMITED for goods:
         1. Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
         2. Prices quoted shall be exclusive of GST unless specified otherwise in writing;
         3. Prices quoted by M FRANCIS ENTERPRISES LIMITED shall be subject to adjustment, correction or withdrawal at any time before acceptance of the Customer’s order by M FRANCIS ENTERPRISES LIMITED. Unless specified to the contrary, prices quoted are “ex M FRANCIS ENTERPRISES LIMITED premises”, and freight or travel costs will be charged where applicable.
         4. Prices quoted by M FRANCIS ENTERPRISES LIMITED may be increased by the amount of any increase, between the date of quotation and the date of delivery of the goods, in the cost of materials, freight, travel charges, labour, interest rates, duties or levies.
         1. 1. Where goods are required in addition to the goods specified in the quotation, the Customer agrees to pay for the additional cost of such goods.
            2. A quotation that is not in writing on M FRANCIS ENTERPRISES LIMITED’s letterhead shall not be valid and M FRANCIS ENTERPRISES LIMITED shall not be bound by it.
         2. ACCEPTANCE AND DURATION
            1. These terms and conditions apply to the supply of any goods supplied or provided by M FRANCIS ENTERPRISES LIMITED to the Customer, unless specified otherwise in writing, and prevail over any other terms even if before this agreement or at some later date we purport to accept other terms unless we do so expressly under this clause.
            2. On requesting or placing any order for goods from or with M FRANCIS ENTERPRISES LIMITED the Customer shall be deemed to have read, understood and accepted these terms and conditions.
            3. M FRANCIS ENTERPRISES LIMITED reserves the right to review and change these terms and conditions at any time.
            4. These terms of trade shall remain in place between M FRANCIS ENTERPRISES LIMITED and the customer for as long as the customer is in usable possession of the goods or services.
         3. CUSTOMER DETAILS
            1. The Customer will at M FRANCIS ENTERPRISES LIMITED’s request promptly provide all necessary complete, accurate and up-to-date information that M FRANCIS ENTERPRISES LIMITED deems relevant to consider the Customer’s credit application and/or the ongoing supply of credit to the Customer. All information collected will be held exclusively by M FRANCIS ENTERPRISES LIMITED. M FRANCIS ENTERPRISES LIMITED may refuse to provide credit to the Customer if the requested information is not provided.
            2. The Customer shall give M FRANCIS ENTERPRISES LIMITED at least 14 days’ prior written notice of any proposed change in the Customer’s contact details including, but not limited to, changes of operational control, directorship, address, and/or trading name.
            3. The Customer authorises M FRANCIS ENTERPRISES LIMITED to collect, retain and use any information about the Customer from any person, for the purpose of assessing the Customer credit worthiness, enforcing any rights under this contract, or marketing any goods provided by M FRANCIS ENTERPRISES LIMITED to any other party including contact the credit references given by the Customer and to collect any information from those referees that M FRANCIS ENTERPRISES LIMITED deems relevant to consider the Customer’s credit application and/or the ongoing supply of credit to the Customer.
            4. The Customer authorises M FRANCIS ENTERPRISES LIMITED to disclose any information obtained to any person for the purposes set out in clause 3.3.
         4. PAYMENT
            1. Unless specified otherwise by M FRANCIS ENTERPRISES LIMITED in writing payment shall be made in full by the 7th day after the date of the invoice unless otherwise agreed (“the due date”).
            2. If the Customer does not pay the full amount invoiced by the applicable due date, then the Customer shall pay default interest on the unpaid amount at the rate of 3% per month, compounding monthly, from the due date until the date of actual payment in full of the unpaid amount together with any default interest accrued thereon.
            3. The Customer agrees to fully indemnify M FRANCIS ENTERPRISES LIMITED for any costs incurred by M FRANCIS ENTERPRISES LIMITED arising out of, or incidental to, the enforcement or attempted enforcement by M FRANCIS ENTERPRISES LIMITED of its rights under this contract, including but not limited to solicitor-client costs and/or debt collector fees, disbursements and charges.
            4. A deposit may be required and if so it shall be paid immediately an order is placed by the Customer. All and any deposits paid are non-refundable.
            5. M FRANCIS ENTERPRISES LIMITED reserves the right, at its sole discretion, to withdraw credit facilities at any time from the Customer.
            6. If M FRANCIS ENTERPRISES LIMITED serves on the Customer a payment claim under the Construction Contracts Act 2002, any payment schedule in response must be provided to M FRANCIS ENTERPRISES LIMITED within seven days of service.
         6. DISPUTES
            1. No claim relating to services will be considered unless made within seven (7) days of completion of the services.
         1. RISK AND RESERVATION OF TITLE
            1. Risk shall pass to the Customer when the goods leave M FRANCIS ENTERPRISES LIMITED’s premises, even though M FRANCIS ENTERPRISES LIMITED may arrange delivery or insurance cover.
            2. M FRANCIS ENTERPRISES LIMITED shall retain title to the goods sold until they are paid for in full whether or not the goods have been supplied to the Customer. Full payment includes the whole of the price and any other sum(s) payable by the Customer on any account whatsoever, including any default interest incurred. Until full payment is made the Customer undertakes to: 1) ensure that the goods will at all times be able to be identified as the property of M FRANCIS ENTERPRISES LIMITED; 2) maintain the goods in the same condition they were in when supplied to the Customer (subject to clause 6.3 below); 3) pay all proceeds to M FRANCIS ENTERPRISES LIMITED if the goods are sold to a sub-buyer; 4) notify M FRANCIS ENTERPRISES LIMITED immediately of any change in the address at which the goods are kept; 5) not grant a security interest over the goods to a third party.
            3. If the goods are attached, fixed, or incorporated into any of the Customer’s property, by way of any manufacturing or assembly process by the Customer, M FRANCIS ENTERPRISES LIMITED or any third person, title in the goods shall remain with M FRANCIS ENTERPRISES LIMITED until the Customer has made full payment for all goods, and where those goods are mixed with other property so as to be part of any new goods, title to the new goods shall be deemed to be assigned to M FRANCIS ENTERPRISES LIMITED as security for the full amount the Customer owes M FRANCIS ENTERPRISES LIMITED.
            4. If the Customer fails to comply with M FRANCIS ENTERPRISES LIMITED’s terms of payment, M FRANCIS ENTERPRISES LIMITED shall have all rights and remedies as may be available to it, whether in law or equity or otherwise howsoever arising, and M FRANCIS ENTERPRISES LIMITED or its authorised agent may enter upon any premises where the goods are situated and take possession of such goods. The Customer shall fully indemnify M FRANCIS ENTERPRISES LIMITED for any claim and/or demand which may be brought against M FRANCIS ENTERPRISES LIMITED in respect of such entry and taking of possession.
         2. PERSONAL PROPERTY SECURITIES ACT 1999
            1. M FRANCIS ENTERPRISES LIMITED shall have a Purchase Money Security Interest in all goods sold to the Customer until full payment has been made by the Customer in respect of all amounts invoiced to the Customer.
            2. The Customer gives M FRANCIS ENTERPRISES LIMITED a security interest in all of the Customer’s present and after-acquired property that M FRANCIS ENTERPRISES LIMITED has performed services on or to or in which goods or materials supplied or financed by M FRANCIS ENTERPRISES LIMITED have been attached or incorporated.
            3. The Customer acknowledges that the above clause create a security interests (as that term is defined in the Personal Property Securities Act 1999 (“PPSA”)) in the goods. M FRANCIS ENTERPRISES LIMITED may perfect its Security Interest by registering a financing statement(s) pursuant to the PPSA. The Customer will at M FRANCIS ENTERPRISES LIMITED’s request promptly execute any documents, provide all necessary complete, accurate and up-to-date information and do anything else required by M FRANCIS ENTERPRISES LIMITED to ensure that the security interest constitutes a perfected security interest (as that term is defined in the PPSA) including all information required to register a financing statement on the personal property security register.
            4. The Customer waives its right to receive a copy of any verification statement (as that term is defined in the PPSA) under s148 of the PPSA.
            5. The Customer agrees that, to the extent permitted by s107 of the PPSA, the Customer shall have no rights under, and M FRANCIS ENTERPRISES LIMITED shall have no obligations under, the provisions of Part 9 of the PPSA. M FRANCIS ENTERPRISES LIMITED reserves its rights under Part 9 and the Customer further agrees that where M FRANCIS ENTERPRISES LIMITED has rights in addition to those underPart 9 of the PPSA, those rights shall continue to apply.
            6. The Customer agrees that the goods shall not become affixed to any building or other realty and shall not lose their status as “personal property” by being installed in a building or other realty. If however the goods are deemed to be fixed to the building or other realty, the Customer agrees that clause 6.4 shall apply
         3. DEFAULT
            1. “Default” by the Customer includes the following:
         1. Non payment of any sum by the due date.
         2. The Customer intimates that it will not make full payment by the due date.
         3. Any goods are seized by any of the Customer’s other creditors or any other creditor intimates that he, she or it intends to seize the goods.
         4. Any goods in the Customer’s possession are materially damaged before full payment is made by the Customer.
         5. The Customer is bankrupted or insolvent or has committed any act of bankruptcy or assigned its estate for the benefit of the Customer’s creditors and/or being a company is subject to liquidation proceedings or the threat thereof or are voluntarily wound up and/or have a receiver appointed.
         6. A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
         7. Any material adverse change in the Customer’s financial position.
         8. Any other breach of these terms and conditions or any agreement the Customer has with M FRANCIS ENTERPRISES LIMITED.
         1. 1. If the Customer is in default M FRANCIS ENTERPRISES LIMITED may cancel any agreement the Customer has with M FRANCIS ENTERPRISES LIMITED without prejudice to M FRANCIS ENTERPRISES LIMITED’s rights and remedies under that agreement and these terms and conditions and any security interest held by M FRANCIS ENTERPRISES LIMITED shall become immediately enforceable.
            2. If the Customer defaults M FRANCIS ENTERPRISES LIMITED may suspend delivery of goods under any other contract it has with the Customer or any other person or entity directly associated or related to the Customer.
         2. DELIVERY
            1. Unless otherwise specified in writing by M FRANCIS ENTERPRISES LIMITED, delivery is deemed to be complete when the goods leave M FRANCIS ENTERPRISES LIMITED’s premises, namely when the goods have been uplifted by the Customer or the Customer’s agent or M FRANCIS ENTERPRISES LIMITED’s carrier, agent or employee.
            2. Delivery dates are approximate only and are not of the essence of the contract. M FRANCIS ENTERPRISES LIMITED will do its best to comply with any delivery date agreed with the Customer but shall not be liable for any delay or for consequential loss resulting from late delivery of goods or for loss or damage to goods after dispatch from M FRANCIS ENTERPRISES LIMITED’s premises. Delay in delivery shall not entitle the Customer to cancel the contract.
            3. If M FRANCIS ENTERPRISES LIMITED is prevented from or is delayed in fulfilling M FRANCIS ENTERPRISES LIMITED’s obligations to the Customer as a direct or indirect result of something out of the control of M FRANCIS ENTERPRISES LIMITED, M FRANCIS ENTERPRISES LIMITED may terminate its agreement with the Customer by giving written notice of termination to the Customer.
         11. MONITORING SERVICES
         1. M FRANCIS ENTERPRISES LIMITED shall not be required to provide monitoring services to Client until it has received: a. A fully signed copy of the Client Contract. b. Valid test signals from the Client’s Equipment.
         2. Unless it is a fixed-term contract the client may cancel the contract but only after giving M FRANCIS ENTERPRISES LIMITED one months’ notice in writing of the client’s intention to do so.
         3. If the Client cancels the fixed-term contract before the expiry date of the fixed-term contract, then the client will immediately be liable for the full amount due under the contract should the contract have run its full course.
         4. Any Alterations to contractual arrangements or additional services required must be notified to M FRANCIS ENTERPRISES LIMITED in writing and considered at their discretion.
         1. INSURANCE
            1. Insurance for goods during delivery within NZ is the responsibility of the Customer, even if M FRANCIS ENTERPRISES LIMITED arranges the carrier on the Customer’s behalf.
         2. LIMITATION OF LIABILITY
            1. In respect of any implied warranties, conditions or terms imposed on M FRANCIS ENTERPRISES LIMITED by law, its liability shall, where it is allowed, be limited to replacement or repair of such defect and shall not exceed the amount appearing in the relevant invoice. Claims by the Customer must be made in writing and received by M FRANCIS ENTERPRISES LIMITED within 14 days after the date of delivery of the goods.
            2. Notwithstanding anything else expressed or implied in these terms and except where a statute requires otherwise, M FRANCIS ENTERPRISES LIMITED shall not be liable whether in contract, tort or otherwise for:
         1. any injury to persons or damage to property; or
         2. any direct, indirect, consequential, financial or economic loss or damage to property arising out of any act or omission of M FRANCIS ENTERPRISES LIMITED.
         1. 1. The Customer shall fully indemnify M FRANCIS ENTERPRISES LIMITED for any claim and/or demand which may be brought against M FRANCIS ENTERPRISES LIMITED, whether caused or arising as a result of M FRANCIS ENTERPRISES LIMITED’s negligence or otherwise, brought by any person in connect with the goods.
            2. M FRANCIS ENTERPRISES LIMITED shall not be liable for any delay or failure to perform its obligations if the cause of the delay or failure is beyond M FRANCIS ENTERPRISES LIMITED’s control.
         2. WARRANTY
            1. No warranties expressed or implied in law, trade, custom or otherwise and no representations, descriptions, conditions or statements are binding on M FRANCIS ENTERPRISES LIMITED unless set out in these terms or unless contracting out is prohibited by law.
            2. All goods provided by M FRANCIS ENTERPRISES LIMITED shall have a one year labour warranty from the date of completion of the installation of the goods. This warranty is subject to the following:
         1. Only goods that are damaged as a result of M FRANCIS ENTERPRISES LIMITED’s faulty workmanship are covered by this warranty.
         2. The warranty covers replacement or repair costs, labour, travel charges and other charges associated with remedying the damage.
         3. The warranty does not cover any applications/software or firmware updates downloaded to its products.
         4. The warranty does not cover false alarms that occur for reasons outside of M FRANCIS ENTERPRISES LIMITED’s control. For example, the warranty does not cover false alarms caused by rodents, animals, bugs, furniture being moved since installation, normal alarm sensitivity degrading, and failure to regularly service the alarm (this list is not exhaustive).
         5. M FRANCIS ENTERPRISES LIMITED has the sole right to determine whether or not damage has been caused by M FRANCIS ENTERPRISES LIMITED’s faulty workmanship.