Terms and Conditions of Sale
1.1 By signing the Order the Client accepts these Terms of Trade and agrees that the Terms of Trade prevail over any other terms, including the Client’s terms of trade.
1.2 The parties agree that these Terms of Trade shall govern the ongoing relationship of the parties and the supply of Goods from the Company to the Client.
1.3 “Goods” means all goods supplied by the Company to the Client under any order for supply to which these Terms of Trade shall apply.
2. Price and Price Variation
2.1 All prices quoted are in New Zealand Dollars.
2.2 Prices quoted are exclusive of GST unless otherwise stated. Unless otherwise agreed in writing, the price of the Goods will be the current price on the day of delivery of the Goods. Prices do not include any delivery surcharges.
2.3 All taxes are payable by the Client in addition to the price of the Goods. All charges will be in New Zealand Dollars.
2.4 The Company shall be entitled to adjust any price quoted from time to time and the Client agrees to pay any such adjusted price to take account of variations in the cost to the Company of carrying out the whole or any part of the contract arising from any of the following:
2.4.1 Delays in the delivery of the Goods or any of them as a result of instructions or lack of instructions from the Client, the Client’s failure or inability to fulfill the obligations under the contract or any action or inaction by the Client or other circumstances beyond the Company’s control;
2.4.2 Variation in the cost of the Company acquiring the Goods directly or indirectly, on account of changes in rates of freight and transport costs, the selling prices of the Company’s suppliers, insurance, Customs duties, taxes, existing tariff classifications or any variation of currency exchange rates;
2.4.3 Variations in the cost of all statutory, government or local government or governmental authority charges and obligations.
3.1 All Goods sold are subject to goods and services tax.
4. Terms of Payment
4.1 If required by the Company, the Client must pay any deposit (as set out in the Order) at the time of placing the Order.
4.2 Unless otherwise agreed by the Company, payment is due on the 20th day of the month following date of invoice when the order is charged to the Client’s account.
4.3 Payment not settled by the due date:
4.3.1 may, at the Company’s discretion, attract an interest charge calculated at the Company’s bank overdraft rate plus a margin of 5% per month – such rate being calculated as at the 20th of each month;
4.3.2 may, at the Company’s discretion, attract debt collection fees, legal fees and administrative costs required to recover the debt owed by the Client to the Company;
4.3.3 will entitle the Company to suspend delivery of further Goods.
4.4 Credit Card payments are processed through Windcave Payment Gateway. Windcave secures all your customer and credit card data with military-grade software and servers, and the highest level of encryption available. The Company will not store or transfer any of the Client’s credit card information. All data is transferred using Windcave’s secure servers.
5.1 If after placing an order with the Company, the Client cancels any Goods prior to delivery, the Company may invoice the Client for all direct and indirect costs incurred to the date that cancellation was notified.
6.1 The Company will use its best endeavours to fulfil any orders but may cancel any order relating to any Goods which, in the Company’s opinion, is impractical or uneconomical to continue to produce or supply.
6.2 The Company shall deliver the Goods to the address stated on the Order or as agreed by the Company in writing.
6.3 The Company shall deliver the Goods by such carrier and such form of transport that the Company considers to be appropriate.
6.4 Where the Client specifies the carrier and means of carriage, the Company shall deliver the Goods in the way specified, the cost of such carriage being an additional charge to the invoiced price of the Goods.
6.5 The Company will not be responsible for any part delivery or delay in delivery of the Goods as a result of events occurring beyond the Company’s control. The Company shall not be in any way responsible for any consequences (direct or indirect) arising from such delay or non‑delivery.
6.6 Orders placed for a total value of less than $250 (excluding GST) will at our discretion incur freight charges. Orders valued in excess of $250 (excluding GST) will be supplied free into the Client’s delivery address.
6.7 All claims for Goods not received but shown as dispatched on the paperwork enclosed with the Client’s order must be advised immediately on receipt of Goods and advised in writing within five (5) working days.
7. Goods Return Policy
7.1 Goods delivered to the Client as a consequence of any misinterpretation of the Client’s order may be returned for full replacement provided the same are in as new condition and the error is reported to the Company within five (5) working days of receipt of the goods. Goods delivered to the Client as a consequence of error in the Client’s order may be returned, provided the error is reported to the Company within seven (7) days of receipt of the Goods and further provided the Goods are in as new condition except where these Goods have been purchased specifically for the Client’s order. The Company shall be entitled to charge a 25% restocking fee. Return freight is the Client’s responsibility.
8.1 Without prejudice to other remedies, the Company may cancel these Terms of Trade and any other contract for supply with the Client if the Client:
8.1.1 breaches these Terms of Trade; or
8.1.2 becomes or take any steps towards becoming insolvent; or
8.1.3 no longer carries on business or threatens to cease carrying on business; or
8.1.4 ownership or effective control is transferred or the nature of the Client’s business is materially altered.
8.2 The Client must pay all costs that the Company incurs, including costs on a solicitor-client basis and debt collectors’ costs incurred in the recovery or attempted recovery of outstanding moneys and the enforcement of these Terms of Trade.
9. Ownership and Risk
9.1 Notwithstanding that ownership in the Goods may not have passed to the Client, risk in the Goods will pass to the Client when Goods are delivered to the Client or into the custody of a party acting on behalf of the Client and the Client will be obliged to insure the Goods from the time of delivery and the Client must note the Company’s interest in the Goods on any insurance policy.
9.2 Until the Client makes payment in full for the Goods, the Client holds the Goods as bailee for the Company and will store the Goods in such a manner that they are clearly identifiable as the Company’s property and will keep separate records in respect of the Goods.
9.3 Notwithstanding section 109 of the Personal Property Securities Act 1999 (Act), and in addition to the rights contained in that section, the Company may recover any or all of the Goods and re-sell them and for such purpose may at any time of the day or night enter by force if necessary upon any premises where such Goods are reasonably thought to be stored (and the Client grants the Company an irrevocable right and authority to so recover, re-enter and re-sell).
10. Supply for Business Purpose
10.1 Where these Terms of Trade would otherwise be subject to the provisions of the Consumer Guarantees Act 1993 and where which supply is a supply for business purposes, the Client agrees that the Goods are supplied to the Client for business purposes in terms of sections 2 and 43 of the Consumer Guarantees Act 1993 and that the provisions of the Consumer Guarantees Act 1993 do not apply.
11. Guarantees, Warranties and Conditions
11.1 Except as provided by statute or in any express warranty given by the Company, no warranty, guarantee, representation or condition may otherwise be implied against the Company.
12. Limitation of Liability and Indemnity
12.1 Subject to clause 9, the Company’s liability in any case of defect or fault shall be limited to the price paid by the Client for the Goods supplied by the Company in respect of which such liability arises.
12.2 The Company shall not in any circumstances be liable to any person or entity for any indirect, special or consequential damages whatsoever (including, without limitation, damages for loss of business, business interruption, lost profits or gains or loss of reputation or business opportunity) arising out of or in relation to the supply of the Goods by the Company.
12.3 Any limitations in this clause do not apply to the extent that any legislation prevents the parties from limiting their liability.
12.4 As allowed by law, the Client indemnifies the Company against any loss or liability, including legal costs, debt collection charges and administrative costs, fees and commission incurred by the Company:
12.4.1 arising out of the Client’s breach of these Terms of Trade, or
12.4.2 in respect of injury to persons or damage to property caused or attributable by the Client; or
12.4.3 due to an act, omission or default by the Client.
13. Personal Property Securities Act 1999
13.1 The Client acknowledges and agrees that by signing to these Terms of Trade, the Client grants a security interest to the Company in Goods previously supplied to the Client by the Company (if any), all after acquired Goods supplied by the Company to the Client and the proceeds of those Goods.
13.2 The Client undertakes to:
13.2.1 sign any further documents and/or provide any further information (which information the Client warrants to be complete, accurate and up-to-date in all respects) which the Company may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
13.2.2 not register a financing statement or a change demand without the Company’s prior written consent; and
13.2.3 give the Company not less than 14 days written notice of any proposed change to the Clients name and/or any other change to the Client’s details (including, but not limited to, changes to the Client’s address, facsimile number, trading name or business practice).
13.3 Unless otherwise agreed to in writing by the Company, the Client waives the right to receive a verification statement in respect of any financing statement or financing change statement relating to the security interest.
13.4 On the Company’s request the Client must promptly execute any documents and do anything else required by the Company to ensure that the security interest created under these Terms of Trade constitutes a first ranking perfected security interest over the Goods and their
13.5 The Client will pay the Company all costs, expenses and other charges incurred, expended or payable by the Company in relation to the registration of a financing statement or a financing change statement in connection with these Terms of Trade.
14. Certain Provisions not to Apply
14.1 The Client agrees that:
14.1.1 nothing in sections 114(1)(a), 117(1)(c), 133 and 134 of the Personal Property Securities Act shall apply to these Terms of Trade;
14.1.2 its rights as debtor in sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the Act shall not apply to these Terms of Trade.
15.1 If the Client is a company, the Company may require the directors to enter into and execute the guarantee set out in the Schedule.
16. Force Majeure
16.1 The Company cannot be held liable if it is unable to carry out its obligations under these Terms of Trade due to a Force Majeure event. A Force Majeure event means any event beyond the Company’s reasonable control and includes, but is not limited to, strikes, power failures, fires, earthquakes and other natural disasters, and pandemics.
17. Privacy Act
17.1 The Client authorises the Company to collect, retain and use personal information about the Client (including the information collected in this document) for the following purposes only:
17.1.1 assessing the Client’s creditworthiness;
17.1.2 disclosing to a third party details of this application and any subsequent dealings it may have with the Company for the purposes of recovering amounts payable by the Client and providing credit references;
17.1.3 marketing Goods provided by the Company to the Client.
17.2 The Client, if an individual, has a right of access to information about the Client held by the Company. The Client may request correction of that information and may require that the request be stored with that information.
18.1 The Company may vary these Terms of Trade at any time by reasonable notice.
19. Governing Law
19.1 These terms of trade are governed by the laws of New Zealand.