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'The seller' refers to A&G Limited.
'The buyer' refers to any legal entity purchasing from the seller.
Where
the seller accepts the buyer's order these terms and conditions
(together with the acceptance) constitute the entire agreement between
the seller and the buyer and it is expressly agreed that there are no
other understandings, representations or warranties of any kind
(express or implied) forming part of this contract. In particular:
· Any
condition contained in the buyer's order which is inconsistent with,
qualifies or is contrary to these conditions shall have no effect
unless that condition is expressly accepted in writing by the seller.
· Any
variation, waiver or cancellation of the buyer's order shall have no
effect unless accepted in writing by the seller. Where the seller
accepts cancellation the seller may levy a handling charge of up to 15%
of the price.
· Where
the buyer and the seller agree to a variation in the quantity of the
goods, the goods shall be priced either at the rate applicable to the
original quantity or the revised quantity at the absolute discretion of
the seller.
The
seller's website and advertising only constitute an invitation to
treat. Ordering goods (online or otherwise) constitutes an offer by the
buyer to buy in accordance with these terms and conditions. The
seller's acceptance occurs (and the contract is formed) when the goods
are dispatched to the buyer.
In
the event the transaction the subject of these conditions of sale is
subject to the Consumer Guarantees Act 1993 ("the Act") then;
· Where the buyer is acquiring the product for the purpose of business then the Act shall not apply.
· In
the event the purchaser is acquiring the product for purposes other
than that of a business, then these conditions of sale shall be
interpreted subject to the purchaser's rights under the Act, to the
intent that no provisions shall any way limit the purchaser's rights
under the Act.
For more information about the Consumer Guarantees Act click here.
· The
seller reserves the right to dispatch the buyer's order in one delivery
or by installments. Where the seller accepts an order which provides
for delivery by installments the seller shall be entitled to payment
for each installment delivered (as if it were a separate contract) but
failure to deliver any installment shall not entitle the buyer to
repudiate the contract as to any remaining installments.
· Any
quotations of delivery times by the seller are made in good faith but
are estimates and the seller shall not be bound by such quotation.
· The
seller will select the method/type of delivery and free delivery will
apply to this case. Where the buyer requests another method of delivery
(eg Saturday or urgent delivery) and the seller agrees in writing then
the buyer shall meet the cost of that delivery.
· Liability
for shortages in the quantity of goods delivered is limited to making
up the shortages. No claim for shortages in quantity will be allowed
unless the customer gives notification of the shortage in writing
within 7 days of the delivery and provides a reasonable opportunity for
the seller to investigate the claim.
· Goods
leaving the seller's premises are adequately packed. Claims for damage
or loss in transit must be made against the carrier in the prescribed
manner:
a. Prior
to acknowledging delivery to the carrier the buyer must ensure that the
complete consignment as per the carrier's note has been received.
b. Should there be a shortage or visible damage to outer packaging the carrier's note must be endorsed accordingly.
c. Within 7 days of receipt of consignment the buyer must ensure that all goods received are in good order and condition.
· No
claims will be considered after 7 days of receipt of goods. While no
liability for goods damaged or lost in transit will be accepted by the
seller details of any claim should be advised to the seller.
· Goods supplied in accordance with the buyer's order can only be returned with the express approval of the seller.
a. Requests
to return goods must be submitted within 7 days from the date of supply
and the original invoice number must be quoted.
b. Where
goods are accepted (for credit or refund at the sellers discretion)
they must be delivered at the buyer's expense into the seller's store
in new, unused, unworn & original condition and packaging.
c. The
seller reserves the right to levy a restocking fee against any returns
the seller may agree to accept. Such fees may be up to 15% of the
invoice priced and levied at the seller's absolute discretion.
· The
buyer shall ensure that the goods ordered are fit and suitable for the
purpose for which they are required and the seller is under no
liability if they are not.
· The
buyer is entitled to only such benefits as the seller may receive under
any guarantee given to the seller by the manufacturer of the goods.
· In
lieu of any warranty, condition, or liability by law, the seller's
liability in respect of any defect in or failure of the goods supplied,
or for any loss, injury, or damage attributable thereto, is limited to
making good the replacement or repair of defects arising under normal
proper use and maintenance arising solely from faulty design,
materials, or workmanship within the guarantee period, if stated, or
otherwise within 12 months of the date of supply, provided always that
such defective parts are promptly returned to the seller, unless
otherwise arranged. The seller shall not be liable for consequential,
indirect or special damages or loss of profits under any circumstances.
At the termination of the appropriate period (ie guarantee period or 12
months as indicated above) all liability on the seller's part ceases.
· The
warranty does not cover damage from misuse, accident, negligent,
inappropriate or improper operation, maintenance, installation,
modification or adjustment.
· The
seller's liability under this contract and the warranty in this clause
is confined to the buyer named in this contract, it being agreed that
the seller has no liability to any purchaser of the goods from the
buyer in that the buyer's rights under the contract are not assignable
without the prior written consent of the seller.
· Risk
(including insurance responsibility) shall pass to the buyer on
collection of the goods by the buyer or on the delivery by the seller
or by the source to the buyer or his agent or to a carrier for delivery
to the buyer.
· Ownership
of all goods sold by the seller ("the goods") is retained by the seller
until full payment is received for all amounts owing in respect of all
goods supplied. This provision is designed to protect the seller in the
event of the bankruptcy, receivership or liquidation of the buyer, a
seizure of goods by a creditor of the buyer or default in payment.
· Until full payment is made the buyer agrees to:
a. Enable the goods to be readily identifiable as the property of the seller.
b. Maintain
the goods so supplied in good order and condition and to return the
goods immediately if called upon to do so by the seller.
c. On a sale or other realisation of the goods the buyer shall identify and separately account for the proceeds of sale.
· Prior
to the buyer acquiring property in any goods the seller may at any time
directly or by its agents or servants enter upon any land, premises or
property where it believes such goods may be to inspect and/or remove
the goods, by force if reasonably necessary. If the goods are removed
then:
a. The
right of the buyer or any agent of the buyer to possession of any goods
and right to sell or otherwise dispose of the goods shall immediately
and without the necessity of any notice terminate, and,
b. The
buyer will reimburse, indemnify and hold harmless the seller, its
employees and agents in respect of any costs (including legal costs on
a solicitor-client basis), expenses, loss or damage (including such to
any third parties) in respect of the exercise or attempted exercise of
the seller's remedies and,
c. The seller may cancel any or all contracts with the buyer and the seller will not be liable to the buyer therefore, and,
d. All moneys owing by the buyer to the seller on any account whatsoever shall become immediately due and payable, and,
e. The
value of such goods seized shall be assessed as the lesser of current
market value or the invoice value at the time of sale and may be
subject to a restocking fee as for Return of Goods for Credit or Refund
above. Any exess after satisfying all of the buyer's payment
obligations (including under the indemnity) will be paid to the buyer.
The
seller is entitled at any time to correct all errors and omissions
(whether clerical, computational or otherwise) in any advertising,
quotation, invoice or acknowledgement. Due to the seller's
administrative processes, errors (if any) may be discovered up to 30
days after the goods have been delivered to the buyer. The seller will
notify they buyer promptly of any error or omission discovered by the
seller, and give the buyer the option of returning the goods for a full
refund.
Modifications
and improvements to the seller's products are constantly being made.
Also, the seller relies on information from its suppliers and product
manufactures. Descriptions, illustrations and literature are therefore
not binding on the seller. If the goods do not match the description on
the seller's website, the buyer should inform the seller immediately so
that the seller may take appropriate action.
The
seller shall not be liable to the buyer for any loss or damage directly
or indirectly arising out of or in connection with any delay in
delivery of the goods, or failure to perform any term of this contract
where such delay or failure is caused directly or indirectly by an act
of God, fire, armed conflict, labour dispute, civil commotion,
intervention of a government, inability to obtain labour, materials or
facilities and accidents, interruptions of, or delay in transportation
or any other cause beyond the seller's control.
The
buyer 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 installation and
operation of the goods.
· Until full payment has been received in respect of the goods supplied the buyer acknowledges and agrees that:
a. These
terms and conditions constitute a security agreement for the purposes
of section 36 of the Personal Property Securities Act 1999; and
b. A
security interest is taken in all goods previously supplied by the
seller to the buyer (if any) and all goods that will be supplied in the
future by the seller to the buyer during the continuance of the parties
relationship;
· The buyer undertakes to:
a. sign
any further documents and/or provide any further information, such
information to be complete, accurate and up-to-date in all respects,
which the seller may reasonably require to register a financing
statement or financing change statement on the Personal Property
Securities Register;
b. indemnify,
and upon demand reimburse, the seller for all expenses incurred in
registering a financing statement or financing change statement on the
PPSR or releasing any goods charged thereby;
c. not
register a financing change statement (in accordance with Regulation 9)
or a change demand (in accordance with Regulation 10) without the prior
written consent of the seller;
d. give
the seller not less than 14 days prior written notice of any proposed
change in the buyer's name and/or any other change in the buyer's
details (including but not limited to, changes in the buyer's address,
facsimile number, or business practice); and
e. immediately
advise the seller of any material change in its business practices of
selling the goods which would result in a change in the nature of
proceeds derived from such sales.
· Unless
otherwise agreed to in writing by the seller, the buyer waives its
right to receive a verification statement in accordance with section
148 of the PPSA
· Any claim or dispute arising hereunder shall be subject to arbitration in accordance with the Arbitration Act 1996.
· The contract including these terms and conditions of sale shall be governed by New Zealand Law. |
