TERMS AND CONDITIONS OF TRADE – GOODS
In these Terms and Conditions of Trade:
“Account” means the Customer’s account with the Vendor.
“Customer” means the person or entity making the application or any person acting with ostensible authority on behalf of the Customer.
“Goods” means goods supplied by the Vendor to the Customer at any time.
“Guarantor” means any party executing a guarantee of the Account with the Vendor.
“Order” or “Orders” means the order or orders of the Customer to the vendor for supply of Goods.
“PPSA” means the Personal Property Securities Act 1999.
“Vendor” means “First Aid Kits Online”.
Orders will be on such forms or in such manner as the Vendor may require from time to time.
Each Order shall constitute acceptance by the Customer of these Terms and Conditions of Trade.
Prices are subject to change without notice. All Orders will be charged at prices prevailing at the date of delivery of the Goods. Goods and Services Tax will be charged on all orders at the rate set by New Zealand law.
Where the Order makes provision for delivery, then delivery shall take place at the ‘delivery address’ stated in the Order. If no delivery address is indicated then delivery shall be made at the physical address of the Customer set out in the order.
6. Time of Performances
The Vendor shall not be responsible for any delay in delivery of the Goods and the Customer shall not be entitled to cancel orders because of any such delay. Dates for delivery are given in good faith and are not to be treated as a condition of sale or purchase. Delivery by the Vendor to a carrier is deemed to be delivery to the Customer.
7. Terms of Payment
(a) Unless otherwise specified, payment for all Goods is required before any order will be confirmed.
(b) Should the company make a decision to allow goods to be supplied on credit, the following terms shall apply –
- Payment is required on the 20th of the month following the month in which the order was completed;
- The company has the right to revoke such a decision of credit, at any given time;
- An administration fee may be charged on all overdue amounts in addition to any other charges pursuant to this clause;
- All costs of or incurred by the Vendor as a result of a default by the Customer including but not limited to administration charges, debt collection costs and legal costs as between solicitor and client shall be payable by the Customer;
- If the Customer defaults in any payment or commits any act of bankruptcy or any act which would render it liable to be wound up or if a resolution is passed or proceedings are filed for the winding up of the Customer or if a receiver is appointed for all or any assets of the Customer, the Vendor may cancel any Order without prejudice to any other rights it may have and payment for all completed Orders shall immediately become due.
Where a quotation is given by the Vendor for the supply of Goods:
(a) unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue;
(b) the quotation shall be exclusive of Goods and Services Tax unless specifically stated on the quote;
(c) the Vendor reserves the right to alter the quotation because of circumstances beyond its control.
9. Errors or Omissions
Clerical errors or omissions, whether in computation or otherwise in the quotation, acknowledgement or invoice shall be subject to correction.
(a) From the time of dispatch to the Customer by the Vendor, risk in all Goods supplied shall pass to the Customer and any loss, damage or deterioration to the Goods shall be borne by the Customer. The Customer shall notwithstanding any loss, damage or deterioration to the Goods remain liable to pay for the Goods.
(a) The Vendor shall retain ownership of all Goods supplied until it receives payment in full of all amounts owing by the Customer for all Orders.
(b) If any of the Goods are incorporated in or used as material for other goods before payment is made ownership in the whole of the other goods shall be and remain with the Vendor until payment is made.
(c) The Vendor shall have a right to stop and retrieve the Goods in transit whether or not ownership has passed.
Until payment is made by the Customer, the Customer agrees to:
(a) ensure the Goods are readily identifiable at all times as the property of the Vendor;
(b) if the Goods are re-sold, the proceeds of re-sale will belong to the Vendor.
13. Merger with Other Goods
If the Goods are attached, fixed or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party or otherwise, title in the products and services shall remain with the Vendor until the Customer has made payment for all Goods and where those Goods are mixed with other property so as to be part of or constituent of any new goods title to those new goods shall be deemed to be assigned to the Vendor as security for the full satisfaction by the Customer of the full amount owing by the Customer to the Vendor.
14. Recovery of Goods
(a) Where goods are supplied on credit – in the event of non-payment or if payment of the Customer’s Account is overdue the Vendor shall be entitled without prejudice to any right it has within the law or in equity to enter the place where the Goods are stored whether the Customer’s premises or property or the premises or property of a third party for the purpose of recovering and taking possession of the Goods supplied.
(b) The Customer warrants to the Vendor that where the Goods are stored on the premises or property of a third party the Customer is acting as agent for the third party and has the full authority of the third party to authorise entry on to the premises or property of the third party for the purpose of recovering the Goods without releasing the Customer from liability.
(c) The Vendor may resell the Goods and apply the proceeds towards payment of the Customer’s outstanding Account with the Vendor. Any shortfall will remain the liability of the Customer. The Customer indemnifies the Vendor for all costs and expenses including legal costs as between solicitor and client which the Vendor may incur in recovering the Goods and any monies owed to it.
(a) Unless otherwise specified, the Vendor gives no warranty express or implied as to the quality, description or fitness for any particular purpose of the Goods.
(b) Where applicable, manufacturer’s warranties will attach to the Goods.
(c) Where Goods supplied are defective in terms of any condition warranty or guarantee or otherwise do not conform to the Order, the Vendor will at its discretion replace any faulty Goods, but only if a claim is made by the Customer within seven days of delivery of the Goods.
The Customer shall be solely responsible for obtaining any necessary permits under and for compliance with all legislation, regulations, by-laws or rules having the force of law in connection with the use of the Goods.
The Customer shall not be entitled to cancel an Order other than as allowed pursuant to these Terms and Conditions of Trade.
18. Returns and exchanges
The Customer shall not be entitled to return the Goods or cancel an Order other than as allowed pursuant to these Terms and Conditions of Trade.
If the product is found to be faulty or damaged the vendor will offer the customer an exchange or refund.
If the customer wishes to return a product, they must contact [email protected] to arrange the return.
All products being returned must be complete and in the condition they were received in, including in their original packaging. All returns must be received by the vendor within 10 days of delivery of the order.
The customer is responsible for arranging the return of the product to us (including all postal or courier charges).
The vendor will endeavour to process the returned product as soon as they can once it is received at our warehouse. Once the return has been approved (the items must be in perfect condition and in their original packaging) the vendor will send the customer an email advising how your return is being processed.
The vendor reserves the right to reject returns outside the 14 day return period, or items which are returned that are not in their original condition and/or packaging.
20. Events of Default
All payments shall become immediately due to the Vendor and the Vendor may at its option suspend or terminate these Terms and Conditions of Trade and/or exercise any of the remedies available to it under these Terms and Conditions of Trade in the event that:
(a) a receiver is appointed over any of the assets or undertaking of the Customer;
(b) A liquidator is appointed or the Customer goes into voluntary liquidation;
(c) The Customer suspends payments to its creditors or makes or attempts to make an arrangement or composition or scheme with its creditors; or
(d) the Customer becomes insolvent within the meaning of the Insolvency Act 1967.
(a) The Vendor’s liability to the Customer shall be limited to the value of the Order supplied.
(b) The Sale of Goods Act 1908, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon the Vendor 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 the Vendor the Vendor’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.
(c) Except as otherwise provided above the Vendor shall not be liable for any loss or damage of any kind whatsoever, arising from the supply of Goods by the Vendor to the Customer including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence).
22. Suitability of Goods
The Customer must satisfy itself that the Goods as ordered are fit and suitable for the purpose for which they are required. The Vendor makes no warranties or representation and expressly negates any implied or expressed condition that the Goods will be suitable for a particular purpose or use for which the Customer may use them. The Customer accepts all risk and responsibility for consequences arising from the use of the Goods whether singularly or in combination with other Goods.
23. Dimensions and Specifications
Dimensions and specifications contained or referred to in any Order, catalogues, brochure or other publications maintained or issued by the Vendor are estimates only.
(a) The Customer shall not assign all or any of its rights or obligations under this contract without the written consent of the Vendor.
(b) The Vendor is entitled at any time to assign to any other party all or any part of a debt which is owing to the Vendor.
(a) In the event of any dispute arising between the Vendor and the Customer, such dispute shall in the first instance be referred to mediation for resolution.
(b) In the event that resolution by mediation is not achieved to the satisfaction of both parties within 30 days of referral to mediation, either party may then take legal action to resolve the dispute.
(c) Nothing in this clause prevents the Vendor from taking legal action to enforce payment of any debt due, nor where required to seek interlocutory or injunctive relief.
All notices required or committed under these Terms of Trade are to be served as provided in section 152 of the Property Law Act 1952, or by facsimile, in which case notice is deemed to be given the day after sending.
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.
28. Changes of General Terms and Conditions
(a) The Vendor may at any time refuse an order by the Customer or decline to approve any application by the Customer for any reason whatsoever.
(b) The existence of an account by the Customer with the Vendor does not automatically entitle the Customer to credit, now or in the future.
(c) Failure by the Vendor to enforce any of the terms and conditions contained in these Terms and Conditions of Trade shall not be deemed to be a waiver of any of the rights or obligations the Vendor has under these Terms and Conditions of Trade.
(d) The Vendor may from time to time by written notice to the Customer amend, substitute, add to or repeal the trading conditions covered by this Agreement and such conditions shall be binding on the Customer fourteen days after the date of delivery of the notice.
29. Force Majeure
Neither the Vendor nor the Customer will be liable to the other for any breach of this Agreement by any extraordinary occurrences which are beyond the reasonable control of the party in question.
30. Entire Agreement
These Terms and Conditions of Trade constitute the entire agreement and supersede and extinguish all prior agreements and understandings between the Vendor and the Customer.
31. Other Agreements
If there is inconsistency between these Terms and Conditions of Trade and any order submitted by the Customer or any other arrangement between the Vendor and Customer, these Terms and Conditions of Trade prevail unless otherwise agreed in writing by the parties.
32. Governing Law
These Terms and Conditions of Trade will be interpreted in accordance with and governed by the laws of New Zealand and the New Zealand Courts will have exclusive jurisdiction over any dispute in relation to the Goods.