1.1. These conditions shall apply to and govern the supply by the company to the customer of all goods as described in the Schedule (called "goods"). If there is any conflict or inconsistency between these conditions and the terms of any order submitted by the customer or any price list, invoice or delivery docket issued by the company, these conditions shall prevail, unless otherwise agreed in writing by the company.
1.2. These conditions may only be varied in writing signed by a duly authorised signatory of the company and no other employee, agent or representative of the company shall have any authority to amend, modify or add to these conditions.
1.3. The company reserves the right at any time and from time to time to amend, vary or add to these conditions in the manner set out in clause 1.2 with effect from the date of notification to the customer.
Acceptance of Orders
2.1. All orders are subject to and are not binding until their acceptance by the company and, in the case of goods not held in stock by the company, confirmation by the company. Notwithstanding any arrangement granting credit to the customer, the company reserves the right to accept or decline acceptance of any order in its absolute discretion.
2.2. Any acceptance of an order shall only be conditional acceptance and be subject to the company considering the customer’s credit status with the company. If the company considers that the creditworthiness of the customer unsatisfactory, it shall be entitled to cancel any order without in any way being liable to the customer.
2.3. After acceptance by the company no order may be cancelled or amended without the prior approval of the company and then only on the terms specified by the company.
3.1. Subject to clause 3.2, the purchase price of the goods shall be the standard price charged by the company prevailing at the date of acceptance of the customer’s order plus any Goods and Services Tax (GST) thereon (except to the extent it is expressly included).
3.2. Any increases in the cost of supply of the goods (including without limitation increases in the price of goods not held in stock by the company or due to variations in exchange rates, the cost of labour, freight, handling or insurance or any duties or taxes) between the date of acceptance of the order and the date of delivery of the goods shall be borne by the customer.
3.3. Any discounts or rebates on the purchase price offered by the company are conditional on payment being made on or before due date. If the customer fails to comply with that condition, payment of the full amount of the price shall become immediately due and payable.
4.1. Unless otherwise agreed by the company the customer shall at its own risk and expense collect the goods from the company’s premises when notified by the company that they are available for dispatch. Where the company agrees to send the goods to the customer it will arrange for delivery at the customer's risk and expense. Delivery to the carrier shall constitute delivery to the customer and all claims for goods lost or damaged in transit shall be made to the carrier immediately after delivery of the goods to the customer.
4.2. Time for delivery shall not be of the essence of any contract but the company will make all reasonable efforts to meet any date for delivery agreed with the customer or otherwise to deliver the goods within a reasonable time. In no event shall the company incur any liability due to any failure on its part to supply goods by an agreed date.
Risk, Title and Security
5.1. Property and risk in all goods supplied by the company shall pass to the customer upon delivery to the customer.
5.2. The customer grants a security interest over all present and after-acquired goods supplied by the company and their proceeds as security for payment of the purchase price of those goods and all other moneys from time to time owing by the customer.
6.1. Payment of the purchase price is due on the date dispatch of the goods or the date of invoice, whichever is the sooner, unless credit terms are extended to the customer. Where credit is extended to the customer payment is overdue if not paid by the 20th day of the month following delivery of the goods, unless otherwise agreed in writing by the company.
6.2. In the case of the customer tendering payment by a cheque payment shall not have been made until the cheque is honoured on presentment and the moneys payable under it are received in the company’s bank account in cleared funds and until such time receipt of the cheque shall not prejudice or affect the company’s rights or remedies against the customer or the goods.
6.3. Time is of the essence in respect of the payment obligations of the customer. If payment is overdue that shall constitute a breach of these conditions and the customer will upon demand pay to the company interest at such rate not exceeding 1.5% per month as may be charged by the company on any overdue amount calculated from the date that payment was due until payment in full is received by the company.
6.4 If payment is overdue the company may in addition to its other remedies cancel or suspend the customer’s entitlement to credit and require payment in cash on or before delivery of any goods ordered by the customer under any contract, or withhold supply of any such goods until the customer has paid or discharged all sums owing to the company.
6.5 The company may at its discretion apply any payments it receives from the customer in and towards the satisfaction of any indebtedness of the customer and it shall not be bound by any conditions or qualifications that the customer may make in relation to payments made under this or any other contract with the company.
7.1. The company reserves the right at its discretion to grant or decline to grant credit to any customer and to suspend or cancel any credit entitlement with effect from the date of notification to the customer.
7.2. The company reserves the right to impose a credit limit which may be altered at the company’s discretion with effect from the date of notification to the customer. If the credit limit is at any time exceeded that shall constitute a breach of these conditions the company may, in addition to its other remedies, refuse to accept any further orders from the customer and/or withhold delivery of any goods ordered by the customer under any contract until the breach is remedied to the satisfaction of the company.
8.1. The company may take possession of and sell the goods where any event of default specified in clause 13.1 occurs or the goods are at risk (as defined by section 109 of the PPSA) and for that purpose it shall have the irrevocable right or licence by its agents servants and employees to enter the premises of the customer or any other premises where the goods are situated (including premises and land and buildings that the customer may enter upon) without being liable in any way to the customer, and the customer shall indemnify the company upon demand for all claims by any third party for any losses resulting from the company effecting repossession.
9.1. The customer will upon demand pay all the company’s expenses and legal costs (on a solicitor/agent/client basis) in or in connection with the registration of a financing statement or financing change statement relating to the security interest created by this agreement or obtaining an order under section 167 of the PPSA or the collection of overdue moneys or the exercise, enforcement or preservation of any right or interest under this agreement or any other contract with the customer.
Demand and Notices
10.1. Demand may be made of, or notice given to, the customer by the company posting a letter or invoice to the customer at their last known address, which shall be deemed to be received by the customer two days after the date of posting of the letter or invoice.
10.2. Any notice or other document to be served by the customer on the company shall not be served or given by facsimile or electronic mail.
Dealing With Goods & Proceeds
11.1. The customer shall permit the company to inspect the goods and any records, inventories and accounts of the sale of those goods and their proceeds at any time and from time to time.
11.2. The customer shall be empowered to use those goods, or to sell them at their full market value, in the ordinary course of the customer’s business, but not otherwise.
12.1. The company shall be entitled to suspend or cancel all or any part of this agreement and/or any other contract or contracts with the customer, in addition to its other remedies, upon the happening of any of the following events of default:
12.1.1. If any amounts payable by the customer to the company are overdue; or
12.1.2. If the customer fails to meet any obligation under this or any other contract with the company; or
12.1.3. If the customer becomes insolvent; or
12.1.4. If a receiver is appointed in respect of the assets of the customer; or
12.1.5. If an arrangement with the customer’s creditors is made or likely to be made; or
12.1.6. if the customer ceases or threatens to cease carrying on business; or
12.1.7. if the ownership or effective control of the customer is transferred, or the nature of the customers business is materially altered.
12.2. Upon cancellation of this contract all sums owing by the customer to the company shall become immediately due and payable.
12.3. Where any event of default occurs the company may appoint a receiver in respect of all goods (including their proceeds) supplied to the customer and any such receiver pay take possession of the goods and sell them and otherwise exercise all rights and powers conferred on a receiver by law.
13.1. Where the Consumer Guarantees Act 1993 (called the "CGA") applies, the customer shall have the benefit of all the guarantees and rights and remedies provided under the CGA, but no others. Where the customer acquires, or holds themselves out as acquiring, the goods for business purposes, the CGA shall not apply and the following provisions shall govern the company’s liability in respect of any claims for goods supplied to the customer.
13.2. To the extent permitted by law:
13.3. the goods are warranted by the company only to the extent that and on and subject to the same terms and conditions as they are warranted by the manufacturer or the company’s supplier and the company is able to pass on the benefit of such warranty to the customer; and
13.4. Subject to clause 14.1 and to the extent of any express guarantees or warranties confirmed in writing by the company, all warranties, descriptions and representations, and conditions as to correspondence with description or sample, fitness, suitability for any purpose, tolerance to any conditions, merchantability or otherwise are expressly excluded; and
13.5. The maximum liability of the company, whether in tort or contract, in respect of the supply of any goods, or the performance or non-performance of any obligation under any contract relating thereto, shall be limited to the lesser of the price of the goods supplied or the actual loss or damage suffered by the customer; and
13.6. The company shall not be liable in any way whatsoever to the customer or any third party, whether in tort or contract, for any indirect, special or consequential loss or damage howsoever arising.
13.7. Goods which do not comply with any guarantee or warranty referred to in clause 13.2 or otherwise do not conform to the contract shall at the discretion of the company be repaired or replaced or the price credited to the account of the customer or refunded.
13.8. Any right which the customer may have to make a claim in respect of incorrect or defective goods shall only be effective if the customer notifies the company in writing specifying the details of the discrepancy or fault or defect within 14 days of delivery and the company is given a reasonable opportunity to investigate the claim and to repair or replace any incorrect or defective goods.
13.9. Where the company elects to replace defective goods, the replacement goods shall be supplied on and subject to these terms and conditions.
13.10. If claims are not made before the goods are cut, altered or otherwise processed by the customer or otherwise in accordance with the requirements of clause 13.8, the customer shall be conclusively deemed to have accepted the goods as conforming with the contract in all respects and to have waived absolutely any claims for incorrectly delivered or defective goods and the company shall not have any liability in respect of those claims or otherwise in respect of the goods.
13.11. The company shall not be liable for any delay or failure in complying with any obligation imposed under this contract or for loss or damage (including indirect, special or consequential loss or damage), if the failure or delay arises from a cause that is unforeseeable or beyond the control of the company (including but not limited to unavailability of goods or failure of any supplier or subcontractor of the company and even though the goods or services may be available from another source.)
14.1. New Zealand law governs this agreement and New Zealand Courts have non-exclusive jurisdiction.
15.1. All apparel, textiles, fabrics, garments, and all inventory and any of the above and any other goods that may be described in any invoice rendered by the company to the customer.