7.2. For the purposes of clause 7.1, the relevant events are:
7.2.1. The Buyer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 254 of the Insolvency Act 1951, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of Chapter 253, Section 254 of the Insolvency Act 1951, or (being a partnership) has any partner to whom any of the foregoing apply;
7.2.2. The Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Buyer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
7.2.3. (Being a company) A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer, other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
7.2.4. (Being a company) An application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer;
7.2.5. (Being a company) The holder of a qualifying floating charge over the Buyer's assets has become entitled to appoint or has appointed an administrative receiver;
7.2.6. A person becomes entitled to appoint a receiver over the Buyer's assets or a receiver is appointed over the Buyer's assets;
7.2.7. (Being an individual) The Buyer is the subject of a bankruptcy petition or order;
7.2.8. A creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen days;
7.2.9. Any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.2.1 To clause 7.2.8 (inclusive);
7.2.10. The Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
7.2.11. The Buyer's financial position deteriorates to such an extent that in the Seller's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
7.2.12. (Being an individual) The Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
7.3. Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer becomes subject to any of the events listed in clause 7.2.1 to clause 7.2.12, or the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.
7.4. On termination of the Contract for any reason the Buyer shall immediately pay to the Seller all of the Seller's outstanding unpaid invoices and interest.
7.5. Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
7.6. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
8. Cancellation
The Contract may be cancelled by the Buyer only with the Seller’s written consent. In event of such cancellation the Seller shall be entitled to charge the Buyer cancellation charge, commensurate with the Seller’s cost incurred up to the date of the cancellation plus the Seller’s loss of profit.
9. Law and Jurisdiction
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of Independence State of Papua New Guinea. Each party irrevocably agrees that the courts of Papua New Guinea shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims)..
18.3. If the Buyer requests the Seller to collect the sample items and the request is received by the Seller within fourteen business days of their delivery, the Buyer will be required to pay the transport costs of a minimum of PGK95.83 per item collection charge. Full price will be on application. The Buyer (in consultation with its customer if appropriate) must cooperate with the Seller to agree a suitable collection date. Such date to be no longer than fourteen business days from the date of delivery of the sample items unless the Seller so agrees . The sample items must be packaged in original packaging or packaging able to protect the product in transit otherwise the Seller or its appointed courier will refuse to take them away.
18.4. The Seller or its appointed courier will only attempt to collect once. If the Buyer’s customer is not in, the parcels are inadequately packaged, or the driver is told there is nothing to collect then the Buyer will be charged a minimum of PGK38.40 per order failed collection charge. Full price on application. The provisions of clause 18.2 will apply immediately such that the Buyer shall be presumed to have made an Offer to purchase the sample chairs which the Buyer shall be presumed to have accepted, thereby giving rise to a binding contract for the Buyer to buy the sample chairs subject to the Conditions in this document.
18.5. If sample items supplied under this clause are made available for collection but in packaging other than that in which they were originally delivered, the Buyer will be charged a minimum of PGK69.13 per box as a fixed contribution to the cost of re-packaging the sample items upon their return.
18.6. If, upon inspection following its return, a sample item is found to be damaged and the damage is such that it cannot be offered for sale either at all or without repair, then the Buyer shall be required to pay the Seller either the list price of the sample chair (if it is not economical to repair the same) or the cost of repair whichever is the lower.
19. Collections
19.1. Should the customer not like the product or find it unsuitable we will arrange a collection upon request. Collections must be requested in writing to customer services within fourteen days of receiving the chair. You must liaise with your customer to agree a suitable collection date and let us know. The returns must be packaged in a box capable of providing perfect protection for the return transit otherwise the courier will refuse to take them away. There is a minimum collection charge of PGK95.80 and full price of collection is quoted upon request.
19.2. The courier will only attempt to collect once. If the customer is not in, the parcels are inadequately packaged, or the driver is told there is nothing to collect then you will be charged for a failed collection. Failed collection charges are available upon request.
19.3. The customer must retain any packaging/ boxes for any unwanted items. Returned goods will need to be re-packaged in original boxes or packaging suitable for return transit protection to enable us to collect. Should the customer have already disposed of packaging a new box will need to be sent out at an additional minimum charge of PGK69.11 per box repackaging charge. This applies to seating only and boxes cannot be supplied for furniture.
19.4. Should the products be returned through your own courier, Dynamic Office Supplies Limited will not be responsible for any damages and the credit may reflect the condition Dynamic Office Supplies Limited receives the products in.
19.5. A restocking fee may apply to any order. This cost will be available on request.
20. Damages
20.1. The goods must be signed as damaged when received.
20.2. Any damages or shortages must be reported to us within seven working days of delivery in order for us to follow the couriers insurance claims procedure.
20.3 All of our products have a minimum of a one year guarantee unless otherwise stated.
20.4. Dynamic Office Supplies Limited does not offer a free on-site maintenance service on our items.
20.5. Our policy is to send out replacement parts free of charge and feel it is the dealer’s responsibility to fit the parts or return the product to us for repair. If this isn’t possible, Dynamic can arrange to collect from end users, repair and resend but we will charge a minimum of PGK95.99 for this service. Costs are available on request.
20.6. If a replacement part is requested, we will require a photo of the damages to assess the problem so that it can be corrected in the most cost effective way and for our claims purposes.
20.7. If in certain cases the whole product needs to be collected because it is not fit for sale then you can request a collection at no charge within seven days of receiving it. The product will either be replaced or credited once it has been inspected by our warehouse. If we feel we have been misled in any way by the reason given to collect you will be charged a minimum of PGK95.80 collection charge per item. Costs are available on request.
21. Severance
21.1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
21.2. If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
22. Waiver
A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
23. Third party rights.
A person who is not a party to the Contract shall not have any rights to enforce its terms.
24. Variation
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Seller.
