Terms of Trade

These Terms of Trade are between BF7 Trading limited ("the Supplier") and the client detailed in the credit application attached to these terms ("the Customer") taking on hire from the Supplier the services of a member of the Supplier's work force ("the Temporary Worker"). These terms represent the entirety of the agreement between the Supplier and the Customer.

1. DEFINITIONS

1. “Customer” means the Customer, any person acting on behalf of and with the authority of the Customer, or any person purchasing products and services from the Supplier.
   
2. “Force Majeure” means any circumstance beyond the reasonable control of a party and includes, without limitation inevitable accident, storm, flood, fire, earthquake, explosion, peril of navigation, hostility, war (declared or undeclared), insurrection, executive or administrative order of either general or particular application of any Government (whether de jure or de facto or of any official purporting to act under the authority of that Government), prohibitions or restrictions by domestic or foreign laws, regulations or policies, quarantine or customs restrictions, strike, lock out or industrial dispute or confiscation of property.
   
3. “Services” means any services performed by the Supplier for the Customer, being the temporary supply of workers.
   
4. “Supplier” means BF7 Trading limited, or any agent or employee of BF7 Trading limited as appropriate.
   
5. “Order” means and agreement between the Supplier and the Customer for the Supplier to supply the Services to the Customer.
   
6. “Quote” means a written offer from the Supplier to the Customer to supply the Services for a specified price and for a specified period, subject to the terms and conditions of such offer.

2. QUOTES, PRICING AND ORDERS

1. Quotations will be exclusive of goods and services tax unless specifically stated to the contrary.
   
2. The Supplier reserves the right to alter the quotation because of circumstances beyond its control
   
3. Unless otherwise agreed the quotation will be valid and available for acceptance for 30 days of the date of issue.
   
4. Prices quoted are for the quantities requested. The Supplier may vary the price if the order quantity is different from that contained in the quotation.
   
5. The price will be as indicated on invoices provided by the Supplier to the Customer in respect of the Services supplied
   
6. If the quotation is acceptable to the Customer, the Customer may place an order
   
7. All orders must be in writing and include an order number
   

3. PAYMENT, LATE PAYMENT, DEFAULT OF PAYMENT AND CONSEQUENCES OF DEFAULT OF PAYMENT

1. The method of payment will be made by cash, or by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between the Customer and the Supplier.
   
2. All payments shall be on or before the 7th day following invoicing for the Services, with Services to be invoiced on seven day cycles.
   
3. The Customer is not entitled to withhold payment or to make any deductions from, or setoff against, the contract price without the prior written consent of the Supplier. The Customer waives the right to withhold payment pending the resolution of any dispute between the Customer and the Supplier.
   
4. Late payment shall incur interest at the prevailing overdraft rate being charged to the Supplier by the Supplier's bank from the date upon payment falling due until the date of payment and shall form an integral part of any overdue debt.
   
5. If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Supplier from and against all of the Supplier’s costs and disbursements, including on a solicitor and own client basis, as well as all of the costs of collection.
   
6. Without prejudice to any other remedies the Supplier may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the Supplier may suspend or terminate the supply of the Services to the Customer and any of its other obligations under the terms and conditions. For clarity, that includes the right for the Supplier to direct the Temporary Worker to cease work for the Customer with immediate effect. The Supplier will not be liable to the Customer for any loss or damage the customer suffers because the Supplier exercised its rights under this clause.
   
7. The Customer acknowledges that the charges by the Supplier mainly represent monies already expended by the Supplier and are payable by the Customer in accordance with clause
   
8. The Customer agrees here is no overtime, or penal rates, payable to the Temporary Workers, except for work done on statutory holidays. As per the Holidays Act 2003, hours of work done on statutory holidays are charged and paid at time and a half, and have an additional 8 hours charged and paid as a day in lieu. The Customer will be responsible to pay the Supplier for any hours worked on statutory holidays.
   

4. PAYMENT OF GST

1. Where any supply under this agreement is or becomes subject to GST, an amount equal to the GST paid or payable in respect of the supply shall be added to the amount of consideration paid or payable for that supply under this agreement.
   
2. Each party agrees to do all things, including providing invoices and other documentation that may be necessary or desirable to enable or assist the other party to claim any credit, set-off, rebate or refund in relation to any amount of GST paid or payable in respect of any supply under this agreement.
   

5. HIRE OF TEMPORARY WORKER

1. The engagement of the Temporary Worker by the Customer shall be deemed acceptance by the Customer of these Terms of Trade.
   
2. The Customer shall pay the Supplier the agreed hourly rate for the Temporary Worker (or for the agreed number of Temporary Workers, at the agreed hourly rates, as applicable) and any other agreed expenses. There is an 8 hour minimum charge per worker per day, unless otherwise agreed with the Supplier.
   
3. The Temporary Worker shall be under the direction and the control of the Customer from the time of commencement of duties for the Customer for the duration of the engagement. The Customer is responsible for all acts, errors or omissions (whether wilful or negligent or otherwise) of the Temporary Worker and the Supplier does not accept any liability for any loss, expense or damages arising from any failure by the Temporary Worker howsoever arising.
   
4. The Customer shall ensure compliance with all statutory requirements relating to the Temporary Worker except where these are expressed to be the responsibility of the Supplier under these Terms of Trade.
   
5. The Customer shall ensure that the Temporary Workers are covered by the insurance policies of the Customer at all times, including under any contractors' all risk policies, and public liability policies.
   

6. SUPERVISION BY CUSTOMER

1. Site supervision is the responsibility of the Customer at all times. The Customer agrees that the Supplier will have no liability or responsibility for supervision of the Customer's site, either to the Customer or any other third party.
   
2. The Customer warrants that all work on site will be carried out in a safe and responsible manner and that all lawful requirements will be complied with, including all obligations under the Health and Safety at Work Act 2015.
   
3. The Customer agrees to include the Temporary Worker in all of the Customer's workplace health and safety monitoring programs, all site induction programs and all relevant safety briefings required by the relevant site.
   
4. The Customer agrees to indemnify the Supplier and hold the Supplier harmless for all costs, losses or other liabilities incurred by the Supplier in relation to obligations owed to the Temporary Workers under the Health and Safety at Work Act 2015.
   

7. STATUS OF TEMPORARY WORKER

1. Temporary Workers supplied to the Customer by the Supplier to carry out the work shall at all times be employees of the Supplier and not employees of the Customer. Nothing in these Terms of Trade is to be construed as creating an employment relationship between the Customer and the Temporary Worker
   
2. The Supplier shall pay to each Temporary Worker all wages required by law to be paid by a Supplier in respect of such persons and shall make all appropriate deductions from their wages in respect of PAYE and other employer contributions.
   

8. NON-SOLICITATION OF TEMPORARY WORKER

1. The Customer agrees that it will not offer employment to the Temporary Workers, or attempt to solicit the Temporary Workers to leave the employment of the Supplier.
   
2. In the event that the Customer employs a Temporary Worker within a period of six months from the completion of a hire by the Customer of the relevant Temporary Worker, by the Supplier, the Customer shall be liable to pay the Supplier a penalty fee equal to 12 weeks of the hire cost of the Temporary Worker.
   

9. GUARANTEE

1. In consideration of the Supplier agreeing to supply the Services to the Customer at the request of the Guarantor(s), the Guarantor(s):
   
   1. Guarantee payment of all amounts payable by the Customer to the Supplier and the performance by the Customer of its obligations to the Supplier;
   2. Indemnifies the Supplier against any loss it might suffer if any obligation is lawfully disclaimed, abandoned or negatived by a liquidator, receiver or other person.
2. The Guarantor(s) covenant with the Supplier that:
   
   1. No release, delay or other indulgence given by the Supplier to the Customer, or any other thing by which the Guarantor(s) would have been released if the Guarantor(s) had merely been sureties, shall release, prejudice or affect the liability of the Guarantor(s) as guarantor(s) or as indemnifiers;
   2. As between the Guarantor(s) and the Supplier the Guarantor(s) may for all purposes be treated as the Customer, and the Supplier shall be under no obligation to take proceedings against the Customer before taking proceedings against the Guarantor(s);
   3. If there is more than one Guarantor their liability under this guarantee and indemnity shall be joint and several.

10. DISPUTE RESOLUTION

1. The Supplier will endeavour to resolve any dispute between the Customer and itself without the need for court proceedings, which may include mediation. Any such attempt is without legal prejudice to the Supplier's rights to exercise any of its legal rights at any time, without notice.
   
2. The Customer agrees that any court proceedings taken against the Supplier shall be undertaken in the court district nearest to the Supplier, unless the Supplier first agrees otherwise in writing.
   

11. LIABILITY

1. The Customer agrees that the Supplier shall not be liable for any loss of any kind whatsoever suffered by the Customer as a result of any breach of any of the Supplier’s obligations under the contract, including any cancellation of the contract or any negligence on the part of the Supplier, the Temporary Workers, its servants, agents or contractors, nor shall the Supplier be liable for any loss, damage or injury caused to the Customer’s servants, agents, contractors, Customers, visitors, tenants, trespassers or other persons. The Customer shall indemnify the Supplier against any claim by any such person
   
2. Notwithstanding anything else in the contract, in the event liability is found against the Supplier, then that liability, arising from breach of any of the Supplier’s obligations under the contract, from any cancellation of the contract or from any negligence on the part of the Supplier, the Temporary Workers, its servants, agents or contractors, shall be limited to damages which shall not in total exceed the contract price.
   

12. FORCE MAJEURE 

1. The Supplier is not responsible for any delay in delivery or non-delivery of the Service by reason of any Force Majeure or other event for which the Supplier is not directly responsible.
   

13. GOVERNING LAW

1. These Terms of Trade, and the supply of the Services, will be governed by the laws of New Zealand.
   
2. The Customer submits to the exclusive jurisdiction of the New Zealand Courts provided that the Supplier shall have the right to bring proceedings against the Customer in any other Court of competent jurisdiction over the Customer. 
   

14. SEVERANCE

1. If the whole or any part of the provisions of these Terms of Trade shall be held void or unenforceable in whole or in part such provision or part thereof shall, to the extent unenforceable, be severed from these Terms of Trade but the validity and enforceability of the remainder shall not be affected.