TERMS AND CONDITIONS
These terms and conditions (Terms) apply and are incorporated into all contracts for the supply of goods and/or services (the Products) by Robert Thompson Design Limited trading as the Italian Leather Company (the Company ) to you (the Customer).
These Terms may be altered or replaced by written notice to the Customer. Acceptance of delivery of the Products constitutes acceptance of the Terms.
- OBLIGATIONS OF THE COMPANY
1.1. The Company must supply the goods and/or services requested by the Customer.
1.2. All orders by the Customer are subject to acceptance and confirmation by the Company. Cancellations are not permitted after acceptance and confirmation unless agreed in writing prior to dispatch.
1.3. Delivery will be made in accordance with client instructions and/or confirmations. Any times or dates for delivery of the Products are indicative only and the Company is not liable for any failure to deliver on such time or date.
- OBLIGATIONS OF THE CUSTOMER
2.1. The Customer must pay the invoices rendered by the Company prior to despatch.
2.2. Payment must be made by cash, cheque or direct deposit or credit card, without deduction or set-off. Receipt by the Company of any cheque or other method of payment will not be deemed to be payment until funds have cleared.
2.3. If the Customer fails to pay any amount on the due date, the Company may without prejudice to other rights and remedies under this Agreement or at law:
2.3.1. charge interest on the amount due, calculated on a daily basis at 2% per month from the due date until the date on which the Company receives payment; and/or
2.3.2. withhold the supply of any further Products under this or any other contract until all outstanding amounts are paid by the Customer; and/or
2.4.3 recover and/or resell the Products. The Company reserves the right to enter the Customer’s
premises for the purpose of removal of such goods without notice once payment is overdue and
demand for same has been made.
2.5 Collection fees of any kind that accrue in relation to recovering overdue accounts will be passed on to the Customer, and will be fully recoverable by the Company.
2.6 Termination of all or part of any credit arrangement will be at the Company’s discretion.
- TITLE AND SECURITY FOR PAYMENT
3.1. Title to, and property in, any goods supplied by the Company to the Customer (the Collateral) will not pass to
the Customer until payment of the purchase price for the Collateral is received. For the purposes of the Personal Property Securities Act 1999 (the PPSA), this clause is intended to create a security interest in the collateral to secure the obligation of the Customer to pay the purchase price for the Collateral. The Customer grants to the Contractor a security interest in the Collateral and in any proceeds arising from the sale of the Collateral to secure the obligation of the Customer to pay the purchase price for the Collateral and any other obligations of the Customer to the Company under this Agreement (the Obligations) as and when the same become due.
3.2. The Customer warrants and undertakes to 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 Company may reasonably require to register a Financing Statement or Financing Change Statement on the PPSA Register.
3.3. The Customer waives its right to receive a Verification Statement in respect of any Financing Statement or Financing Change Statement in accordance with Section 148 of the PPSA.
3.4 If the Customer has converted the goods in any way and/or on-sold them prior to payment to the Company, ownership in the goods remains with the Company as does ownership of any sale proceeds, limited to the full amount owing to the Company.
4.1. Risk of loss or damage to goods supplied to the Customer passes to the Customer upon delivery. To the extent that title to goods is to pass to the Customer pursuant to this Agreement, title passes in accordance with clause 3.
4.2. Between the date of delivery and the passing of title, the Customer must insure any goods supplied to it by the Company with a reputable insurance company for an amount equal to their replacement cost, against all risks of loss or damage due to any cause.
- WARRANTIES AND LIABILITY
5.1. Unless any written warranties are given by the Company to the Customer in relation to particular Products, the Contractor makes no representation and gives no assurance, guarantee or warranty of any kind in relation to the Products (including any representation, assurance, guarantee or warranty implied by law to the extent that the representation, assurance, guarantee or warranty can be excluded). The Company accepts no liability for any assurance, guarantee, warranty, representation, statement or term not expressly set out in these Terms or other writing given by to the Customer.
5.2. The Customer agrees that if the Products are purchased for the purposes of a business then any rights granted under the Consumer Guarantees Act 1993 are excluded.
5.3. Any claims by the Customer in relation to the Products delivered must be communicated to the Company within 7 days of receipt of the Products. Any return of Products must be made within 10 days of delivery.
5.4. The Company’s liability arising from or in relation to the supply of the Products is limited to one of the following to be elected by the Company:
5.4.1. replacement or repair of the affected goods or resupply of the services; and
5.4.2. payment of the actual cost of replacing or repairing the affected goods or resupplying the services. Goods altered in any way by the Customer cannot be returned for credit.
5.5. The total cumulative liability of the Company arising from or in relation to the supply of the Products is limited to the total amount paid by the Customer to the Company for those Products.
5.6. The Company will under no circumstances be liable under the law of tort, contract or otherwise for any direct or indirect loss or damage (including without limitation loss of profits or savings or for any indirect or consequential loss or damage), however caused, arising out of, or in connection with, the supply or non-supply of the Products.
6.1. No claim nor liability will arise against a party, nor will there be a breach of any of these Terms, if, and to the extent that, the party’s failure or omission to carry out or observe any of the Terms arises by a reason beyond that party’s reasonable control.
6.2. If any of these Terms are held to be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions are not affected, prejudiced or impaired.
6.3. Failure or omission by a party at any time to enforce or require strict or timely compliance with any of its rights or remedies does not affect or impair the rights or remedies of that party.
6.4. These terms will be governed by and construed in accordance with the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the New Zealand Courts.