Trading Terms and Conditions
1.1 “Supplier” means Yaw NZ Ltd (t/a Yaw Hygiene) and any duly authorised agent.
1.2 “Customer” means the purchaser of the Goods from the Supplier including the person, authorised agent or legal entity.
1.3 “Goods” means those products being supplied by the Supplier to the Customer.
2.1 The goods will be supplied to the Customer on these terms and conditions.
2.2 Any instructions received by the Supplier from the Customer shall constitute acceptance of these terms & conditions.
2.3 No agent or representative of the Supplier is permitted to make any agreement, representation, condition or warrant not expressly confirmed by the Supplier in writing. The condition is inserted for the sole benefit of the Supplier and may be waived by the Supplier at its own discretion.
2.4 The Supplier will not be bound by any conditions expressed in the Customer’s order unless the Supplier expressly accepts such conditions in writing.
3.1 The prices charged are those applicable at the date of dispatch and are subject to change without notice.
3.2 All prices quoted, unless otherwise stated, are exclusive of GST, freight and insurance.
4.1 Once Goods have been ordered by the Customer, payment shall be made according to these terms & conditions, whether or not the Goods have been delivered and this contract cannot be cancelled except where allowed by law.
4.2 Payment on credit accounts is due in full by the 20th of the month following the date of the invoice. Failure to pay on or before this date constitutes a default by the Customer.
4.3 In the event of a default, the supplier reserves its absolute right and discretion to:
4.3.1 Impose interest at 2% per calendar month on any late payment until both principal and interest have been paid in full, and;
4.3.2 Cancel the Customer’s credit at any time before accepting any order and without notice, and to require payment in cash for any order if, at its sole discretion, it sees fit to do so, and;
4.3.3 Exercise its power under clause 7.2 herein, and;
4.3.4 Exercise any or all of its remedies to recover any overdue sums owed to it by the Customer.
4.4 In the event of a default, all legal costs (on a solicitor/client basis) court costs, collection costs and disbursements, including those incurred in following up and reminding the Customer of their obligations to make payment, are payable by the Customer.
5.1 The Customer shall rely upon its own judgment as to the nature, quality and condition of the Goods and their suitability for any purpose and not upon any representation made by the Supplier.
5.2 An inspection by the Customer of a sample of the goods shall not constitute a sale by sample.
6) RISK AND DELIVERY:
6.1 The Goods remain at the Supplier’s risk until delivery to the Customer, but when title passes to the Customer, the Goods are at the Customer’s risk, whether or not delivery to the Customer has been completed.
6.2 Delivery of the Goods shall be deemed to be complete when the Supplier gives possession of the Goods to the Customer or possession of the Goods is given to a general carrier, for delivery to the Customer.
6.3 The Supplier shall not be liable to the Customer, or any other party, for any direct or indirect loss caused by a delay in the delivery of the Goods, or failure to deliver the Goods at all.
7) RETENTION OF TITLE:
7.1 Title in the Goods passes to the Customer when the Customer has made payment in full to the Supplier.
7.2 The Customer authorises the Supplier to enter into any premises occupied by the Customer, at any reasonable time. To remove any Goods not paid for in full by the Customer. The Supplier shall not be liable for damages, costs or expenses of any direct or indirect losses suffered by the Customer or any other party as a result of this action.
8) RETURN OF GOODS:
8.1 The Customer may, subject to clause 8.2 herein, be entitled to a credit for the return of the Goods providing the following is adhered to:
8.1.1 The Customer returns the Goods to the Supplier’s nominated location within seven (7) days of the date of delivery of the Goods to the Customer, and;
8.1.2 The cost of the return of the Goods is solely borne by the Customer, and;
8.1.3 The Goods are in the same condition they were in at the time of delivery to the Customer, and;
8.1.4 The Goods are accompanied by the original packing slip number.
8.2 The Supplier, in its sole discretion, has the final determination as to whether or not the Customer receives any credit.
9) LIMITATION OF LIABILITY:
9.1 The Supplier shall not be liable for any loss of profits, or any consequential indirect loss, or damage of any kind arising directly or indirectly from any breach of the Supplier’s obligation under these terms and conditions or in tort, whatsoever.
9.2 Where the Supplier is found to be liable to the Customer, the maximum extent of any liability shall be the actual loss or damage suffered or the price of the Goods, whichever is the lesser.
10.1 Each provision of these terms and conditions is severable in whole or in part and if any provision is held to be illegal or unenforceable for any reason, only the illegal or unenforceable portion shall be affected and the remainder shall remain in full force and effect.
11) PERSONAL PROPERTIES SECURITY ACT 1999 (“PPSA”)
11.1 The Customer agrees that the security interest created under these terms and conditions is governed by the PPSA
11.2 To the extent that Part 9 of the PPSA applies, the Customer agrees that the provisions of section 114(1)(a), 116, 120(2), 121, 125, 126,
127, 129, 131,133, and 134 of the PPSA which are for the Customer’s benefit, or place an obligation on the Supplier in the Customer’s favour, shall not apply; and where the Supplier has rights in addition to those in Part 9 of the PPSA, those rights shall continue to apply.
11.3 The Customer hereby waives its right to receive a copy of a verification statement under section 148 of the PPSA in respect of any financial statement or financing charge statement registered by the Supplier.
12.1 The Customer shall not assign all or any of its rights or obligations under this contract without the written consent of the Supplier.
13.1 The Supplier may cancel these terms and conditions or cancel delivery of Goods at any time before the Goods are delivered, by giving written notice to the Customer. The Supplier shall not be liable for any loss
or damage arising from such cancellation.
13.2 The Customer may only cancel delivery of the Goods at the Supplier’s sole discretion. In the event of this occurring, the Customer will be liable for any costs and expenses incurred by the Supplier.
14) CONSUMER GUARANTEES ACT:
14.1 These terms and conditions in no way limit the Customer’s rights under the Consumer Guarantees Act 1993, except where allowed by the Consumer Guarantees Act 1993.
15) GOVERNING LAW:
15.1 These terms and conditions shall be construed in accordance with, and governed by, the laws of New Zealand and the New Zealand Courts shall have jurisdiction over any dispute.
16) PRIVACY ACT:
16.1 Under the terms of the Privacy Act 1993, the Customer irrevocably authorises the Supplier to obtain from any person, authorised agent or company any information that the Supplier may require for credit reference purposes.
16.2 The Customer also irrevocably authorises the Supplier to provide to any third part, details of any such application and any subsequent dealings that the Customer may have with the Supplier as a result of this application being actioned by the Supplier.
17.1 The Customer may not claim any counter-claim or set off against any payments due to the Supplier.
17.2 The Supplier may licence or sub-contract all or any part of its rights and obligations without the Customer’s consent
17.3 The Supplier reserves the right to review and change these terms and conditions at any time and will notify the Customer of this in writing, at which time, the changes will take effect.