1.1 “"Volumetric"” shall is a tradeing name of Eva Mechanica Ltd, or any agents or employees
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 and services from "Volumetric".
1.3 “Goods” shall mean:
1.3.1 All Goods of the general description specified on the front of this agreement and
supplied by "Volumetric" to the Client; and
1.3.2 All Goods supplied by "Volumetric" to the Client; and
1.3.3 All inventory of the Client that is supplied by "Volumetric"; and
1.3.4 All Goods supplied by "Volumetric" and further identified in any invoice issued by
"Volumetric" to the Client, which invoices are deemed to be incorporated into and form
part of this agreement; and
1.3.5 All Goods that are marked as having been supplied by "Volumetric" or that are stored by
the Client in a manner that enables them to be identified as having been supplied by
1.3.6 All of the Client’s present and after-acquired Goods that "Volumetric" has performed
work on or to or in which goods or materials supplied or financed by "Volumetric" have
been attached or incorporated.
1.3.7 The above descriptions may overlap but each is independent of and does not limit the
1.4 “Goods and Services” shall mean all goods, products, services and advice provided by
"Volumetric" to the Client and shall include without limitation the design, drawing, costing,
manufacture, delivery, construction and all associated goods and services and all charges for
labour, insurance charges, or any fee or charge associated with the supply of Goods and
Services by "Volumetric" to the Client.
1.5 “Price” shall mean the cost of the Goods and Services as agreed between "Volumetric" and
the Client and includes all disbursements e.g. charges "Volumetric" pay to others on the
Client's behalf subject to clause 4 of this contract.
1.6 “Prototype” shall mean concepet and component that is an early sample, model, or release of
a product built to test a concept or process or to act as a thing to be replicated or learned from.
It is not intended for final application of use as a consumer product or process.
1.7 “Experimental” shall mean a component or concept based on untested ideas or techniques and
not yet established or finalized.
2.1 Any instructions received by "Volumetric" from the Client for the supply of Goods and Services
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 "Volumetric" 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 Goods and Services provided by "Volumetric" to any other
3.2 The Client authorises "Volumetric" 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.
4.1 Where no price is stated in writing or agreed to orally the Goods and Services shall be deemed
to be sold at the current amount as such Goods and Services are sold by "Volumetric" 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 Goods and Services that is beyond the control of "Volumetric" between the date of the
contract and delivery of the Goods and Services.
5.1 Unless otherwise agreed payment for Goods and Services shall be made in full on completion of
work or 7 days after the the invoice date (“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 "Volumetric" 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.
6.1 Where a quotation is given by "Volumetric" for Goods and Services:
6.1.1 Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of
6.1.2 The quotation shall be exclusive of goods and services tax unless specifically stated to
6.2 Where Goods and Services are required in addition to the quotation the Client agrees to pay for
the additional cost of such Goods and Services.
7.1 Unless otherwise agreed the client assumes the risk of loss or damage upon collection from
"Volumetric" or when delivery is complete.
7.2 Collection includes collection by any authorised carrier sent by the Client.
7.3 Delivery is deemed complete when "Volumetric" gives possession of the Goods and Services
directly to the Client or when the Goods and Services are delivered to the site.
8.1 The Client authorises "Volumetric" to contract either as principal or agent for the provision of
Goods and Services that are the matter of this contract.
8.2 Where "Volumetric" enters into a contract of the type referred to in clause 8.1 it shall be read
with and form part of this agreement and the Client agrees to pay any amounts due under that
9. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
9.1 Title in any Goods and Services supplied by "Volumetric" passes to the Client only when the
Client has made payment in full for all Goods and Services provided by "Volumetric" and of all
other sums due to "Volumetric" by the Client on any account whatsoever. Until all sums due to
"Volumetric" by the Client have been paid in full, "Volumetric" has a security interest in all
Goods and Services.
9.2 If the Goods and Services 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
Goods and Services shall remain with "Volumetric" until the Client has made payment for all
Goods and Services, and where those Goods and Services are mixed with other property so as
to be part of or a constituent of any new Goods and Services, title to these new Goods and
Services shall deemed to be assigned to "Volumetric" as security for the full satisfaction by the
Client of the full amount owing between "Volumetric" and Client.
9.3 The Client gives irrevocable authority to "Volumetric" to enter any premises occupied by the
Client or on which Goods and Services are situated at any reasonable time after default by the
Client or before default if "Volumetric" believes a default is likely and to remove and repossess
any Goods and Services and any other property to which Goods and Services are attached or in
which Goods and Services are incorporated. "Volumetric" 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. "Volumetric" may either resell any repossessed Goods and
Services 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 Goods and
Services and credit the Client’s account with the invoice value thereof less such sum as
"Volumetric" reasonably determines on account of wear and tear, depreciation, obsolescence,
loss or profit and costs.
9.4 Where Goods and Services are retained by "Volumetric" 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 Goods and Services are seized by any other creditor of the Client or any other
creditor intimates that it intends to seize Goods and Services.
9.5.4 Any Goods and Services in the possession of the Client are materially damaged while any
sum due from the Client to "Volumetric" 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 distains 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 "Volumetric",
the Client has the rights provided in that Act despite anything contained in these terms and
conditions of trade.
10. SECURITY INTEREST FOR SERVICE PROVIDERS
10.1 The Client gives "Volumetric" a security interest in all of the Client’s present and after-
acquired property that "Volumetric" has performed services on or to or in which goods
supplied or financed by "Volumetric" have been attached or incorporated.
11. PAYMENT ALLOCATION
11.1 "Volumetric" may in its discretion allocate any payment received from the Client towards any
invoice that "Volumetric" determines and may do so at the time of receipt or at any time
afterwards and on default by the Client may reallocate any payments previously received and
allocated. In the absence of any payment allocation by "Volumetric", payment shall be
deemed to be allocated in such manner as preserves the maximum value of "Volumetric"’
purchase money security interest in the Goods and Services.
12.1 No claim relating to Goods and Services will be considered unless made within seven (7) days
12.2 "Volumetric" retains the option to repair or replace at their discretion.
12.3 "Volumetric" shall not be liable for delay or failure to perform its obligations if the cause of
the delay or failure is beyond its control.
13.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply
warranties or conditions or impose obligations upon "Volumetric" 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 "Volumetric", "Volumetric"’ 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.
13.2 Except as otherwise provided by clause 13.1 "Volumetric" shall not be liable for:
13.2.1 Any loss or damage of any kind whatsoever 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 Goods and Services provided by "Volumetric" to the
13.2.2 The Client shall indemnify "Volumetric" 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
"Volumetric" or otherwise, brought by any person in connection with any matter, act,
omission, or error by "Volumetric" its agents or employees in connection with the
Goods and Services.
14. COPYRIGHT AND INTELLECTUAL PROPERTY
14.1 "Volumetric", owns and has copyright in all work, drawings, designs, artwork, specifications,
photographs, documents, e-mails and software produced and prepared by it in connection with
the Goods and Services that form the subject of this contract and the Client may use them
only if paid for in full and for the purpose for which they were intended and supplied by
15. CONSUMER GUARANTEES ACT
15.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Client
acquires Goods and Services from "Volumetric" for the purposes of a business in terms of
section 2 and 43 of that Act.
16. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
16.1 If the Client is a company or trust, the director(s) or trustee(s) signing this contract, in
consideration for "Volumetric" agreeing to supply Goods and Services 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 "Volumetric" the payment of any and all
monies now or hereafter owed by the Client to "Volumetric" and indemnify "Volumetric"
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.
17.1 "Volumetric" shall not be liable for delay or failure to perform its obligations if the cause of
the delay or failure is beyond its control.
17.2 Failure by "Volumetric" 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 "Volumetric" has under
17.3 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.
17.4 The client shall not assign all or any of its rights or obligations under this contract without the
written consent of "Volumetric".
17.5 Where these terms and conditions of trade are at variance with the order or instructions from
the Client these terms and conditions of trade shall prevail.
17.6 If required by "Volumetric" the Client will store Goods and Services supplied by "Volumetric"
in a way that enables them to be identified as having been supplied by "Volumetric".
17.7 Unless "Volumetric" elects otherwise, any dispute between the parties is to be dealt with in
accordance with the Arbitration Act 1996.
17.8 It is understood that “Volumetric” Manufacture and produce Prototype and Experimental
3d Printed components.
17.9 3d Printed components are fitting for purpose at the clients risk. Doing such the client
waives 'Volumetric' of any liability from damages or injury pertaining to the use of the
component in operation.
17.10 By accepting receipt of goods, the client waves 'Volumetric' of all liability pertaining to
component failure due to design or manufacturing defects of any 3d Printed component produced
for the client
17.11 . The client understands that any advice given by “Volumetric” is a recommendation only,
it is the clients responsibility to seek further advice from an industry recognised Certified