Terms of trade
STYLEZONE FINDINGS CONDITIONS OF TRADE
1. DEFINITIONS
1.1 “Stylezone Findings” shall mean Joyce Ventures Ltd or any agents or employees thereof.
1.2 “Customer” shall mean the client, any person acting on behalf of and with the authority of the customer, or any person purchasing goods from Stylezone Findings.
1.3 “Goods shall mean all goods, services and advice provided by Stylezone Findings to the customer including without limitation the importing and wholesale supply and export of a range of goods and all associated services and all charges, hire charges, insurance charges, transport, charges of any fee or charge associated with the supply of goods by Stylezone Findings to the customer.
1.4 “Price” shall mean the cost of the goods as agreed between Stylezone Findings and the customer subject to Clause 4 of this contract.
2. ACCEPTANCE
2.1 Any instruction received by Stylezone Findings from the Customer for the supply of goods shall constitute a binding contract and acceptance of the terms and conditions contained herein.
3. COLLECTION & USE OF INFORMATION
3.1 The Customer authorizes Stylezone Findings to collect, retain and use any information about the Customer, or for the purpose of assisting the Customer’s credit worthiness, enforcing any rights under this contract or marketing goods provided by Stylezone Findings.
3.2 The Customer authorizes Stylezone Findings to disclose any information obtained to any person for the purposes set out in Clause 3.1.
3.3 Where the Customer is a natural person the authorities under Clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.
4. PRICE
4.1 Where no price is stated in writing or agreed to orally the goods shall be deemed to be sold at the current amount as such goods are sold by Stylezone Findings at the time of the contract.
4.2 The price may be increased by the amount of any reasonable increase in the cost of supply of goods that is beyond the control of Stylezone Findings between the date of order and delivery of the goods.
4.3 The price is exclusive of GST and freight, all of which will be an additional charge to the Customer.
4.4 If we discover an error in the price of goods you have ordered we will inform you as soon as possible and give you the option of reconfirming your order at the correct price or cancelling it. If we are unable to contact you we will treat the order as cancelled. If you cancel and you have already paid for the goods, you will receive a full refund.
5. PAYMENT
5.1 It is agreed that Stylezone Findings will be paid up front for goods within seven days of a proforma invoice being issued, before goods are dispatched, unless the parties have in place a credit agreement.
5.2 Where credit is agreed to by Stylezone Findings, payment for goods shall be made in full on or before the 20th day of the month following the date of the invoice (“the due date”).
5.3 The first supply of goods to a Customer will be by proforma invoice, as under Clause 5.1. The size of the initial order may be factored into the level of credit offered on subsequent orders.
5.4 Interest may be charged on any amount owing after due date at 2.5% per month or part month.
5.5 Any expenses, disbursements and legal costs incurred by Stylezone Findings in the enforcement of any rights contained in this contract shall be paid by the Customer, including legal or debt collection fees.
5.6 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
5.7. No orders will be processed for the Customer if their account is overdue.
5.8. Stylezone Findings may offer concessionary terms to a Customer at its total discretion. These concessionary terms can be changed at any time without notice.
6. QUOTATION
6.1 Where a quotation is given by Stylezone Findings:
6.1.1 The quotation shall be valid for thirty (30) days from the date of issue; and 6.1.2 The quotation shall be exclusive of Goods and Services Tax unless specifically stated to the contrary.
6.2 Where goods are required in addition to the quotation the Customer agrees to pay for the additional cost of such goods.
7. RISK
7.1 The goods remain at Stylezone Findings’ risk until delivery to the Customer.
7.2 Delivery of Goods shall be deemed complete when Stylezone Findings gives possession of the Goods directly to the Customer or possession of the Goods is given to a carrier, courier or other ballet for purposes of transmission to the Customer.
7.3 The time agreed for delivery shall not be an essential term of this contract unless the Customer gives written notice to making time of the essence.
8. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
8.1 Title in any Goods supplied by Stylezone Findings passes to the Customer only when the Customer has made payment in full for all Goods provided by Stylezone Findings and of all other sums due to Stylezone Findings by the Customer on any account whatsoever. Until all sums due to Stylezone Findings by the Customer have been paid in full, Stylezone Findings has a security interest in all Goods.
8.2 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, title in the Goods shall remain with Stylezone Findings 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 a component of any new Goods, title to these new Goods shall be deemed to be assigned to Stylezone Findings as security for the full satisfaction by the Customer of the amount owing to Stylezone Findings.
8.3 The Customer gives irrevocable authority to Stylezone Findings to enter any premises occupied by the Customer or on which Goods are situated at any reasonable time after default by the Customer or before default if Stylezone Finding believes a default is likely and to remove and repossess any Goods and any other property to which Goods are attached or in which Goods are incorporated. Stylezone Findings shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or otherwise in any way whatsoever unless by statute such liability cannot be excluded. Stylezone Findings may either resell any repossessed Goods and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Goods and credit the Customer’s account with the invoice value thereof less such sum as Stylezone Findings reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
8.4 Where Goods are retained by Stylezone Findings pursuant to Clause 8.3 the Customer waives the right to receive notice under 120 of the Personal Property Securities Act 1999 (PPSA) and to object under 121 of the PPSA.
8.5 The following shall constitute defaults by the Customer:
8.5.1 Non-payment of any sum by the due date.
8.5.2 The Customer indicates that it will not pay any sum by the due date.
8.5.3 Any Goods are seized by any other creditor of the Customer or any other creditor indicates that it intends to seize Goods.
8.5.4 Any Goods in the possession of the Customer are materially damaged while any sum due from the Customer to Stylezone Findings remains unpaid.
8.5.5 The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlord distains against any of the Customer’s assets.
8.5.6 A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days. 8.5.7 Any material adverse change in the financial position of the Customer.
8.6 If the Credit Repossession Act applies to any transaction between the Customer and Stylezone Findings, the Customer has the rights provided in that Act despite anything contained in these terms and conditions of trade.
9 .PAYMENT ALLOCATION
9.1 Stylezone Findings may in its discretion allocate any payment received from the Customer towards any invoice that Stylezone Findings determines and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated. In the absence of any payment allocation by, payment shall be deemed to be allocated in such manner as preserves the maximum value of Stylezone Findings’ security interest in the Goods.
10. DISPUTES AND RETURN OF GOODS
10.1 No claim relating the Goods will be considered unless made within seven (7) days of delivery.
10.2 Any Goods, accepted for return, must be returned in the same condition they were purchased within seven (7) days of purchase. Return freight cost is the customer’s responsibility. No Goods will be accepted for return without prior approval of Stylezone Findings.
10.3 Goods will only be credited when Stylezone Findings ’s sales agent has confirmed they have been returned.
10.4 Stylezone Findings will only accept returned goods where it has agreed to their return. Goods returned without agreement will not result in any credit to a Customer.
10.5 Stylezone Findings is under no obligation to agree to the return of goods where a Customer has changed their mind about their purchase.
10.6 If Stylezone Findings does agree to the return of unwanted goods under Clause 10.5 then the goods must be returned at the expense of the Customer and in their original condition and packaging to enable resale to other customers.
10.7 Goods returned to Stylezone Findings under Clause 10.5 are subject to a Restocking Fee of up to 20 percent of their sale value.
10.8 Where goods have been packed for the Customer but not despatched and the Customer decides against proceeding with the sale, an Unpack Fee of up to 20% of the value of the goods will be levied.
11. LIABILITY
11.1 The Consumer Guarantees Act 1993, The Commerce Act 1988, The Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Stylezone Findings 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 Stylezone Findings, Stylezone Findings’ 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 statutes.
11.2 Except as otherwise provided by Clause 11.1 Stylezone Findings shall not be liable for:
11.2.1 Any loss or damage of any kind whatsoever including consequential loss whether suffered or incurred by the customer or another person and whether in contract, or otherwise and whether such loss or damage arises directly or indirectly from goods provided by Stylezone Findings to the customer; and
11.2.2 The Customer shall indemnify Stylezone Findings against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Stylezone Findings or otherwise brought by any person in connection with any matter, act, omission, or error by Stylezone Findings, its agents or employees in connection with the goods.
11.2.3 Stylezone Findings will not be liable in any way for any direct or consequential loss arising from late delivery or failure to provide goods promptly.
12. CONSUMER GUARANTEES ACT
12.1 The Customer agrees that all goods supplied by Stylezone Findings are for business purposes only.
12.2 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires goods from Stylezone Findings for the purposes of a business in terms of Section 2 and 43 of that Act.
13. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
13.1 If the Customer is a sole trader or partnership, the owners of the business, in consideration for Stylezone Findings agreeing to supply goods and grant credit to the Customer, also sign this contract in their personal capacity and jointly and severally personally guarantee and undertake to Stylezone Findings the payment of any and all other monies now or hereafter owed by the Customer to Stylezone Findings.
13.2 If the Customer is a company or trust, the director(s) or trustee(s), in consideration for Stylezone Findings agreeing to supply goods and grant credit to the Customer, also agree to this contract in their personal capacity and jointly and severally personally guarantee and undertake to Stylezone Findings the payment of any and all other monies now or hereafter owed by the Customer to Stylezone Findings.
13.3 Any personal guarantee made by any party shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. The guarantors and the Customer shall be jointly and severally liable under this contract.
13.4 If a credit contract is signed by a Customer’s company official other than a director, the Customer and its director(s) or trustee(s) agree that the signee is authorised by them to commit the company and its directors to this contract and agree to be bound by clauses 13.2 and 13.3 of this contract.
14. CANCELLATION
14.1 Stylezone Findings shall without any liability and without any prejudice to any other right it has in law or equity have the right by notice to suspend or cancel in whole or in part any contract for the supply of Goods to the Customer if the Customer fails to pay any money owing after the due date or the Customer commits an act of bankruptcy as defined in Section 19 of the Insolvency Act 1967.
14.2 Any cancellation or suspension of this agreement shall not affect a claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this contract or the Customer’s obligations to under this contract.
15. MISCELLANEOUS
15.1 Stylezone Findings shall not be liable for delay or failure to perform its obligation if the cause of the delay or failure is beyond its control.
15.2 If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provision shall not be affected, prejudiced or impaired.
15.3 The sale of the Goods to the Customer is on a nonexclusive basis and Stylezone Findings has the right to sell the Goods to other parties at such prices in terms of sale without limitation on each occasion.
15.4 Relations between Stylezone Findings and the Customer operate on the principle of mutual understanding that both sides need to be profitable. Actions deemed by Stylezone Findings to be toxic to a positive relationship will result in either credit being withdrawn and/or an account being closed without notice, at the total discretion of Stylezone Findings.
