7.1 The seller shall not be liable for any loss of any kind whatsoever suffered by the buyer as a result of any breach of any of the seller’s obligations under the contract including any cancellation of the contract or any negligence on the part of the seller, its servants, agents or contractors nor shall the seller be liable for any loss, damage or injury caused to the buyer’s servants, agents, contractors, customers, visitors, tenants, trespassers or other persons. The buyer shall indemnify the seller against any claim by any such persons.
7.2 Notwithstanding anything else in the contract, the liability of the seller, arising from breach of any of the seller’s obligations under the contract, from any cancellation of the contract or from any negligence on the part of the seller, its servants, agents or contractors shall be limited to damages which shall not in total exceed the contract price.
8. DEFAULTS AND INDEMNITY
8.1 If the buyer defaults in the payment of any moneys owed to the seller, whether under the contract or otherwise, or if the buyer is in default in the performance of its obligations under the contract or otherwise or (in the seller’s opinion) be insolvent then the seller, without prejudice to its other rights and remedies, may suspend or terminate the contract and payment for the goods delivered and work performed up to the date of such suspension or termination and any other moneys owed to the seller shall immediately become due and payable.
8.2 In any of the events specified in clause 8.1 the seller may, as the agent of the buyer (and without notice), enter the premises where the goods are situated and take possession of and remove them without responsibility for any damage caused, and the seller may resell any or all of the goods and apply the proceeds in or towards payment of the contract price and all other moneys owing by the buyer. All expenses incurred by the seller as a result of any such action shall be payable by the buyer upon demand. Any suspension of the contract by the seller shall not prevent it terminating the contract during the period of suspension.
9. DIMENSIONS, SPECIFICATIONS AND COLOUR
9.1 Dimensions and specifications referred to in the contract or in any publications issued by the seller are estimates only. Unless otherwise agreed in writing, it is not a condition of the contract that the goods will correspond precisely with such dimensions and specifications, and customary tolerances, or in the absence of customary tolerances, reasonable tolerances shall be allowed. Should the seller be required to match any shade or colour, a reasonable light and dark tolerance shall be allowed.
10.1 These conditions shall, together with any provisions included in writing in the quotation (where the contract arises from a quotation by the seller), be the conditions of the contract. Subject to any overriding provisions of any statute or regulation all other conditions, warranties, descriptions and representations, are expressly excluded.
10.2 In the event of any conflict between an order or other document submitted by the buyer on the one hand, and these conditions and/or any other document issued by the seller on the other hand, these conditions and/or such other document issued by the seller shall prevail.
10.3 In the event of any conflict between these conditions on the one hand and any other document issued by the seller on the other hand, the provisions of these conditions shall prevail except in the case of a clear and intentional written variation in such other document.
10.4 No agent or representative of the seller is authorized to make any representations, warranties, conditions or agreement not expressly confirmed in writing by an authorized officer of the seller and the seller is not in any way bound by any such unauthorized statements nor can any such statements be taken to form a contract collateral to the contract.
11. WAIVERS AND ASSIGNMENT
11.1 All the original rights, powers, exemptions and remedies of the seller shall remain in full force notwithstanding any neglect, tolerance or delay in the enforcement thereof. The seller shall not be deemed to have waived any condition unless such waiver shall be in writing under signature of the seller and any such waiver, unless the contrary shall be stated, shall apply to and operate only in a particular transaction, dealing or matter. The buyer may not assign all or any of its rights or obligations under the contract without the prior written consent of the seller.
12.1 These conditions of sale are entered into on behalf of and are intended to bind and ensure to the benefit of the company and the company’s successors and assigns.
12.2 In these conditions unless the context otherwise requires:‘the seller’ means Furniture Conceptions Limited at Auckland;‘the buyer’ means the person, firm or company buying the goods from the seller;‘goods’ means the furniture and/or furnishing products being purchased by the buyer from the seller;‘the contract’ means the contract between the seller and the buyer for the purchase of the goods;‘the date of the contract’ means: where the contract arises from an order placed by the buyer, the date of acceptance of the order by the seller; or where the contract arises from a quotation given by the seller, the date upon which written notification of acceptance of the quotation is received by the seller;‘the contract price’ means the price of the goods as agreed between the buyer and the seller;‘person’ includes a corporation, association, firm, company, partnership or individual.