Our Products

Terms & Conditions of Trade

1. DEFINITIONS
      1.1.  “Gate Drive Solutions Ltd” shall mean Gate Drive Solutions Limited, or any agents or   
               employees thereof.
      1.2.   “Client” shall mean the Client, any person acting on behalf of and with the authority of the
                Client, or any person purchasing Products from Gate Drive Solutions Ltd.
      1.3.   “Products” shall mean:
         1.3.1. all Products of the general description specified on the front of this agreement and
                    supplied by Gate Drive Solutions Ltd to the Client ; and
         1.3.2. all Products supplied by Gate Drive Solutions Ltd to the Client; and
         1.3.3. all inventory of the Client that is supplied by Gate Drive Solutions Ltd; and
         1.3.4. all Products supplied by Gate Drive Solutions Ltd and further identified in any invoice
                    issued by Gate Drive Solutions Ltd to the Client, which invoices are deemed to be
                    incorporated into and form part of this agreement; and
         1.3.5. all Products that are marked as having been supplied by Gate Drive Solutions Ltd or that
                    are stored by the Client in a manner that enables them to be identified as having been
                    supplied by Gate Drive Solutions Ltd; and
         1.3.6. all of the Client’s present and after-acquired Products that Gate Drive Solutions Ltd has
                    performed work on or to or in which goods or materials supplied or financed by Gate
                    Drive Solutions Ltd have been attached or incorporated.
         1.3.7. The above descriptions may overlap but each is independent of and does not limit the
                    others.
      1.4. “Products” shall also mean products, goods, services and advice provided by Gate Drive  
               Solutions Ltd to the Client and shall include without limitation the importing and supply of
               electrical control equipment and all charges for time and attendances, hire charges,
               insurance charges, or any fee or charge associated with the supply of Products by Gate Drive
               Solutions Ltd to the Client.
      1.5. “Price” shall mean the cost of the Products as agreed between Gate Drive Solutions Ltd and
               the Client and includes all disbursements e.g. charges Gate Drive Solutions Ltd pay to others
               on the Client’s behalf subject to clause 4 of this contract.
2. ACCEPTANCE
      2.1. Any instructions received by Gate Drive Solutions Ltd from the Client for the supply of
             Products shall constitute a binding contract and acceptance of the terms and conditions
             contained herein.
3. COLLECTION AND USE OF INFORMATION
      3.1. The Client authorises Gate Drive Solutions Ltd to collect, retain and use any information
              about the Client, for the purpose of assessing the Client’s credit worthiness, enforcing any
              rights under this contract, or marketing any Products provided by Gate Drive Solutions Ltd to
              any other party.
      3.2. The Client authorises Gate Drive Solutions Ltd to disclose any information obtained to any
              person for the purposes set out in clause 3.1.
      3.3. Where the Client is a natural person the authorities under clauses 3.1 and 3.2 are authorities
              or consents for the purposes of the Privacy Act 1993.
4. PRICE
      4.1. Where no price is stated in writing or agreed to orally the Products shall be deemed to be
              supplied at the current amount as such Products are supplied by Gate Drive Solutions Ltd at
              the time of the contract.
      4.2. The price may be increased by the amount of any reasonable increase in the cost of supply of  
              the Products that is beyond the control of Gate Drive Solutions Ltd between the date of the
              contract and supply of the Products.
5. PAYMENT
      5.1. Payment for Products shall be made in full on or before the 20th day of the month following
              the date of the invoice (“the due date”).
      5.2. Interest may be charged on any amount owing after the due date at the rate of 2.5% per
              month or part month.
      5.3. Any expenses, disbursements and legal costs incurred by Gate Drive Solutions Ltd in the
              enforcement of any rights contained in this contract shall be paid by the Client, including any
              reasonable solicitor’s fees or debt collection agency fees.
      5.4. Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute
              payment until such negotiable instrument is paid in full.
      5.5. A deposit may be required.
6. QUOTATION
      6.1. Where a quotation is given by Gate Drive Solutions Ltd for Products:
         6.1.1. Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of
                    issue; and
         6.1.2. The quotation shall be exclusive of goods and services tax unless specifically stated to the
                    contrary;
         6.1.3. Gate Drive Solutions Ltd reserves the right to alter the quotation because of
                    circumstances beyond its control.
      6.2. Where Products are required in addition to the quotation the Client agrees to pay for the
              additional cost of such Products.
7. RISK
      7.1. The Products remain at Gate Drive Solutions Ltd’s risk until delivery to the Client.
      7.2. Delivery of Products shall be deemed complete when Gate Drive Solutions Ltd gives
              possession of the product directly to the Client or possession of the Products is given to a
              carrier, courier, or other bailee for purposes of transmission to the Client.
      7.3. The time agreed for delivery shall not be an essential term of the contract.
8. CONSTRUCTION CONTRACT ACT 2002
      8.1. That for the purpose of the Construction Contracts Act 2002 this contract is not a commercial
              construction contract or a construction contract whether for a commercial or residential
              property or work and devise liability under this contract shall be in no way limited by any
              contract that the Client may have entered into with a third party in relation to the supply of
              Goods and/or Services to that third party or the payment by the third party to the Client of
              any monies whether by progress payments or otherwise.
9. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
      9.1. Title in any Products supplied by Gate Drive Solutions Ltd passes to the Client only when the
              Client has made payment in full for all Products provided by Gate Drive Solutions Ltd and of
              all other sums due to Gate Drive Solutions Ltd by the Client on any account whatsoever. 
              Until all sums due to Gate Drive Solutions Ltd by the Client have been paid in full, Gate Drive
              Solutions Ltd has a security interest in all Products.
      9.2. If the Products are attached, fixed, or incorporated into any property of the, Client by way of
              any manufacturing or assembly process by the Client or any third party, title in the Products
              shall remain with Gate Drive Solutions Ltd until the Client has made payment for all
              Products, and where those Products are mixed with other property so as to be part of or a
              constituent of any new Products, title to these new Products shall deemed to be assigned to
              Gate Drive Solutions Ltd as security for the full satisfaction by the Client of the full amount
              owing between Gate Drive Solutions Ltd and Client.
      9.3. The Client gives irrevocable authority to Gate Drive Solutions Ltd to enter any premises
              occupied by the Client or on which Products are situated at any reasonable time after default
              by the Client or before default if Gate Drive Solutions Ltd believes a default is likely and to
              remove and repossess any Products and any other property to which Products are attached
              or in which Products are incorporated. Gate Drive Solutions Ltd shall not be liable for any                         
              costs, damages, expenses or losses incurred by the Client or any third party as a result of this
              action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute
              such liability cannot be excluded.  Gate Drive Solutions Ltd may either resell any repossessed
              Products and credit the Client’s account with the net proceeds of sale (after deduction of all
              repossession, storage, selling and other costs) or may retain any repossessed Products and   
              credit the Client’s account with the invoice value thereof less such sum as Gate Drive
              Solutions Ltd reasonably determines on account of wear and tear, depreciation,
              obsolescence, loss or profit and costs.
      9.4. Where Products are retained by Gate Drive Solutions Ltd pursuant to clause 9.3 the Client
              waives the right to receive notice under s.120 of the Personal Property Securities Act 1999
              (“PPSA”) and to object under s.121 of the PPSA.
      9.5. The following shall constitute defaults by the Client:
         9.5.1. Non payment of any sum by the due date.
         9.5.2. The Client intimates that it will not pay any sum by the due date.
         9.5.3. Any Products are seized by any other creditor of the Client or any other creditor intimates
                    that it intends to seize Products.
         9.5.4. Any Products in the possession of the Client are materially damaged while any sum due
                    from the Client to Gate Drive Solutions Ltd remains unpaid.
         9.5.5. The Client is bankrupted or put into liquidation or a receiver is appointed to any of the
                    Client’s assets or a landlord distrains against any of the Client’s assets.
         9.5.6. A Court judgment is entered against the Client and remains unsatisfied for seven (7) days.
         9.5.7. Any material adverse change in the financial position of the Client.
      9.6. If the Credit Repossession Act applies to any transaction between the Client and Gate Drive
              Solutions Ltd, the Client has the rights provided in that Act despite anything contained in
              these terms and conditions of trade.
10. DISPUTES
      10.1. No claim relating to Products will be considered unless made within fourteen (14) days from
                the date of installation by the certified installer.
11. LIABILITY
      11.1. The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may
                imply warranties or conditions or impose obligations upon Gate Drive Solutions Ltd which
                cannot by law (or which can only to a limited extent by law) be excluded or modified.  In
                respect of any such implied warranties, conditions or terms imposed on Gate Drive
                Solutions Ltd, Gate Drive Solutions Ltd’s liability shall, where it is allowed, be excluded or if
                not able to be excluded only apply to the minimum extent required by the relevant statute.
      11.2. Except as otherwise provided by clause 11.1 Gate Drive Solutions Ltd shall not be liable for:
         11.2.1. Any loss or damage of any kind whatsoever, arising from the supply of Products by Gate
                      Drive Solutions Ltd to the Client, including consequential loss whether suffered or
                      incurred by the Client or another person and whether in contract or tort (including
                      negligence) or otherwise and irrespective of whether such loss or damage arises directly
                      or indirectly from Products provided by Gate Drive Solutions Ltd to the Client; and
         11.2.2. The Client shall indemnify Gate Drive Solutions Ltd against all claims and loss of any kind
                      whatsoever however caused or arising and without limiting the generality of the
                      foregoing of this clause whether caused or arising as a result of the negligence of Gate
                      Drive Solutions Ltd or otherwise, brought by any person in connection with any matter,
                       act, omission, or error by Gate Drive Solutions Ltd its agents or employees in connection
                       with the Products.
         11.2.3. If contrary to the disclaimer of liability contained in these terms and conditions of trade
                      Gate Drive Solutions Ltd is deemed liable to the Client, following and arising from the
                      supply of Products by Gate Drive Solutions Ltd to the Client, then such liability is limited
                      in its aggregate to $500.
12. WARRANTY
      12.1. Manufacturer’s warranty applies where applicable.
      12.2. Any written warranty that Gate Drive Solutions Ltd provides to the Client will also form part
                of these terms and conditions of trade.
13. COPYRIGHT AND INTELLECTUAL PROPERTY
      13.1. Gate Drive Solutions Ltd owns and has copyright in all equipment, work, designs, software,
                systems, solutions, drawings, specifications, electronic data and documents produced by
                Gate Drive Solutions Ltd in connection with the Products provided pursuant to this contract   
                and the Client may use the Products only if paid for in full and for the purpose for which          
                they were intended and supplied by Gate Drive Solutions Ltd
14. CONSUMER GUARANTEES ACT
      14.1. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the
                Client acquires Products from Gate Drive Solutions Ltd for the purposes of a business in
                terms of section 2 and 43 of that Act.
15. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
      15.1. If the Client is a company or trust, the director(s) or trustee(s) signing this contract, in
                consideration for Gate Drive Solutions Ltd agreeing to supply Products and grant credit to
                the Client at their request, also sign this contract in their personal capacity and jointly and
                severally personally undertake as principal debtors to Gate Drive Solutions Ltd the payment
                of any and all monies now or hereafter owed by the Client to Gate Drive Solutions Ltd and
                indemnify Gate Drive Solutions Ltd against non-payment by the Client.  Any personal
                liability of a signatory hereto shall not exclude the Client in any way whatsoever from the
                liabilities and obligations contained in this contract.  The signatories and Client shall be
                jointly and severally liable under the terms and conditions of this contract and for payment
                of all sums due hereunder.
16. MISCELLANEOUS
      16.1. Gate Drive Solutions Ltd shall not be liable for delay or failure to perform its obligations if
                the cause of the delay or failure is beyond its control. 
      16.2. Failure by Gate Drive Solutions Ltd 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 Gate
                Drive Solutions Ltd has under this contract.
      16.3. 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.

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