ECOYA New Zealand Limited - TERMS AND CONDITIONS OF SALE
The following conditions apply to, and form part of any contract between ECOYA New Zealand Limited (THE COMPANY) and THE CUSTOMER for the sale of any goods or services by THE COMPANY to THE CUSTOMER. These conditions replace any previous conditions.
1.0 PRICES AND QUOTATIONS
No quotation given by THE COMPANY shall constitute an offer. Any order for the supply of goods or services shall not be binding upon THE COMPANY, until accepted by THE COMPANY. The prices for goods or services may be varied to the Companies general prices in effect at the date of delivery of the goods or services notwithstanding any prior orders of sales order acceptances in respect to goods or services. Prices given in any quotation are applicable to that quotation only and will not necessarily apply in any other instance. The quotation is valid for the total quantity offered. In the event of changes to the quantity or specification, THE COMPANY reserves the right to re-quote. GST and any other taxes or duties imposed by law on or in respect of the goods or services provided shall be charged to THE CUSTOMER’S account and shall be calculated using the rates and methods of assessment in force at the time ECOYA New Zealand Limited accept an order.
i) THE COMPANY shall not be liable for any loss or damage, including consequential loss or damage, arising from delay in delivery or failure to deliver due to circumstances beyond its reasonable control and THE CUSTOMER shall accept and pay for goods notwithstanding late delivery.
ii) Unless otherwise agreed to, delivery shall be Ex Works. Risk in the goods remains with The Company until delivered to the Customer.
iii) Delivery of the goods shall be deemed to be affected as follows:
Ex Works : When the goods are made available from the manufacturing premises.
FOB: When goods are packed and loaded onto the delivery vehicle at the manufacturing works and transported to the nearest port.
CIF: When goods are packed and loaded onto the delivery vehicle at the manufacturing works or store and transported to the nearest port and either sea or air freighted to the designation port, including insurance
FIS: Free into store
iv) THE CUSTOMER shall be responsible for and shall indemnify THE COMPANY for the loss or damage of goods from the time of delivery until paid in full.
v) Shortages in delivery must be advised within ten days upon receipt. Goods damaged upon delivery shall be reported to THE COMPANY within ten days of receipt of the goods by THE CUSTOMER. Goods shall not be returned to THE COMPANY until prior approval has been obtained and then only by the carrier nominated by THE COMPANY.
The Company warrants that for a period of 12 months from the date the goods are delivered they (i) will be satisfactory quality and fit the purpose held out by the Seller or made known to the Buyer; (ii) will be free from defects in design, material and workmanship; (iii) will correspond with any relevant specifications, samples or descriptions provided by or to the Seller; and (iv) are authentic, will comply with all statutory and regulatory requirements and that all consents and authorities desirable or necessary to permit the Buyer to sell the Products to end users in New Zealand have been obtained.
4.0 TERMS OF PAYMENT
Payment for the first 2 orders will be on a PRO FORMA basis. For subsequent orders and subject to credit approval, credit may be extended.
Please note that the extension of credit to THE CUSTOMER shall be at the absolute discretion of THE COMPANY at all times and, unless otherwise stated, where the extended terms of payment shall be net due thirty days from date of invoice. With the lodgment of a Credit Application Form, you authorise The Company to make inquiries into the banking and business/trade references supplied.
While risk in the goods shall pass on delivery, legal and equitable title shall remain with THE COMPANY until it has received full payment thereof. Pending such payment, THE CUSTOMER shall hold the goods as bailey for THE COMPANY and shall return the goods to THE COMPANY if so requested. Notwithstanding the foregoing, THE CUSTOMER as fiduciary may sell or deal with the goods in the ordinary course of its business whereupon the bailment shall immediately terminate.
Should THE CUSTOMER fail to make due payment for any goods or services supplied by THE COMPANY, or commit an act of bankruptcy, or by act of omission enable the appointment of a scheme manager, trustee, official manager, receiver, receiver and manager, liquidator or any other person authorized to enter into possession or assume control of any property of THE CUSTOMER pursuant to a mortgage or other rights it may have, do any or all of the following:-
i) Withdraw any credit facilities which may have been extended to THE CUSTOMER and demand immediate payment of all moneys owing to THE COMPANY;
ii) Withhold any further deliveries of goods or performance of services required under the contract;
iii) In respect of goods already delivered, enter onto THE CUSTOMER’S premises to recover and resell same for its own benefit;
iv) Suspend and/or terminate performance of any contracts which THE COMPANY has with THE CUSTOMER.
In the event of any dispute between THE COMPANY and THE CUSTOMER in relation to the contract for the supply of goods or services, either party may give written notice of the existence of such dispute to the other following which the dispute shall be referred to arbitration pursuant to the laws of the state of applicable law. In any proceedings before an arbitrator the parties may be agreement, but not otherwise, be represented by a solicitor or counsel.
8.0 APPLICABLE LAW
Unless otherwise stated any contract arising from THE COMPANIES receipt and acceptance of a CUSTOMER’S order, shall be construed and operate as a contract in conformity with the courts of New Zealand. The Company and the Customer submit to the exclusive jurisdiction of the Courts of New Zealand.
9.0 RETURNED GOODS
THE CUSTOMER must inform THE COMPANY in writing of their intent to return goods and the reason for the return. All returned goods must be returned in good order and condition and must be approved by the General Manager prior to the goods arriving in store. If THE COMPANY agrees to accept the return of any products for credit, the freight must be pre-paid.
The credit will be reduced by 20% to reimburse THE COMPANY for handling, packaging and restocking costs.
Any returns pursuant to (i) any breach of warranty in accordance with clause 3; (ii) any damage on delivery pursuant to clause 2(v); and (ii) otherwise delivered in breach of the terms and conditions; will not be subject to a credit reduction.
10.0 PRIVACY NOTICE
ECOYA New Zealand Limited collects Personal Information as defined in the Privacy Act 2020 so that we can provide you with our products and services and market these to you. ECOYA New Zealand Limited uses this Personal Information in accordance with the Privacy Act 2020. If you would like further information on the Personal Information we hold about you and how we use it, please contact ECOYA New Zealand Limited at: firstname.lastname@example.org
11.0 TRADEMARKS, DISTRIBITION & USE OF ECOYA IMAGERY
ECOYA may grant you a non-exclusive, royalty-free license to use its trademarks. The use of our trademarks within new store fronts, both physical and digital, requires prior written approval from ECOYA. This includes using our trademarks on e-commerce sites and third party marketplaces. ECOYA supplied imagery and brand collateral is not to be altered in any way and is licensed to only be used via approved stores and online platforms. Use of these trademarks and assets outside of approved distribution channels is to be pre-approved by ECOYA in writing at its sole and unfettered discretion. ECOYA product sold to you must never be on-sold, business to business in a wholesale capacity. ECOYA is supplying the product to you only to sell through the channels agreed with you. The ECOYA brand must not in any way be associated with any refilling services. This is not only to protect our unique quality promise to consumers, but for safety.