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TERMS AND CONDITIONS

PLEASE READ THE TERMS AND CONDITIONS CAREFULLY

INTERNATIONAL TRADE NZ LIMITED LAYBY SALE AGREEMENT

In this agreement we have used “we”, “us” and “our” to refer to International Trade NZ Limited and “you” to refer to you, our customer. By signing the front page of this agreement you acknowledge that our standard terms of trade (“Terms of Trade”) will also apply to any Goods we provide to you but that where a conflict arises between our Terms of Trade and this agreement, the terms in this agreement shall prevail.

  1. OWNERSHIP
    1. Ownership of the Goods supplied under this agreement remains with us until payment for the Goods is made in full.
  2. RISK AND DELIVERY OF GOODS
    1. Delivery of the Goods will not take place until payment for the Goods is made in full, unless we agree otherwise. We will endeavour to have the Goods delivered to you within 15 days of the date your final payment is made
    2. Delivery occurs at the time possession of the Goods passes to you (or a person nominated by you) from us.
    3. The risk in the Goods passes to you on delivery.
    4. For the avoidance of doubt, this clause 2 overrides section 22 of the Sale of Goods Act 1908.
  3. PRICE
    1. The Goods are to be paid for by you in accordance with the Payments Schedule on the front page of this agreement but in any event shall be made in not less than two (2) instalments.
    2. Payment is to be made by direct debit. You authorise us or our agent(s) to debit your account or credit card in accordance with the Payments Schedule on the front page of this agreement. We are not responsible for any charges imposed from your bank resulting from declined transactions.
    3. We are not responsible for any charges imposed from your bank resulting from declined transactions.
    4. Failure to pay any instalment by its due date will be deemed to be a breach of a material term for the purposes of section 36G(a) of the Fair Trading Act 1986.
  4. FURTHER DISCLOSURE
    1. Any time after this agreement is signed, you may request from us a written statement which we will provide to you within five (5) working days of the date of the request which sets out:
      • the total purchase price that is, or (if the agreement has been cancelled) was, payable under the agreement; and
      • the amount paid by you as at the date of the statement; and
      • the amount of the cancellation charge (if any) that, as at the date of the statement, you are required to pay to us (if the agreement has been cancelled), or would be required to pay to us (if you were to cancel the agreement); and
      • the outstanding amount (if any) that you are required to pay to us and when and how that amount is to be paid 
  5. CANCELLATION
    1. You may cancel this agreement for any reason at any time before you take possession of the Goods by any way (including oral or written) which shows your intention to cancel or withdraw from the agreement.
    2. We may cancel this agreement if you have breached a material term of this agreement; or owing to circumstances beyond our control, the Goods are no longer available and no satisfactory substitute goods can be reasonably obtained; or we have ceased trading (other than in the circumstances described in section 36I(1) of the Fair Trading Act 1986).
    3. The Cancellation Charge specified on the front page of this agreement will apply in the event that you cancel the agreement in accordance with clause 5.1 or we cancel the agreement in accordance with clause 5.2(a)
    4. For the purposes of section 36F(4) of the Fair Trading Act 1986 you acknowledge that the Cancellation Charge specified on the front page of this agreement is not more than our reasonable costs arising from this agreement and its cancellation and includes the loss in value of the Goods between the date of the agreement and the date of cancellation of the agreement, our reasonable costs incurred in storing and insuring the Goods while the agreement was in force, and/or our reasonable administration costs of the agreement (which may include office expenses, salaries or wages directly attributable to the agreement)
    5. Where this agreement is cancelled for any reason in accordance with this clause 5, we will within 10 days of such cancellation repay to you all money paid by you to us under the agreement, less the Cancellation Charge. Where the amounts paid by you under the agreement are insufficient to cover the Cancellation Charge, we will be entitled to recover the balance of that charge from you as a debt.
  6. LIMITATION OF LIABILITY
    1. The Consumer Guarantees Act 1993, the Fair Trading Act 1986, and other statutes may impose warranties, conditions or obligations upon us which cannot by law (or which can only to a limited extent by law) be excluded. We exclude all such imposed warranties, conditions or obligations to the extent permitted by law and exclude any warranty, condition or obligation imposed or implied under common law, equity or otherwise.
    2. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where you acquire Goods from us for business purposes in terms of sections 2 and 43 of that Act.
    3. To the extent permitted by law, we shall not be liable for any loss or damage or liability of any kind (including consequential loss or lost profit or business) suffered or incurred by you or another person and whether in contract, or tort (including in negligence), or otherwise and whether such loss or damage arises directly or indirectly from Goods provided by us to you.
    4. To the extent permitted by law, you shall indemnify us against all claims and losses of any kind however caused or arising which is brought by any person in connection with any matter, act, omission, or error by us, our agents or employees in connection with the Goods.
    5. To the extent that we are liable for any reason for any loss suffered or liability incurred by you arising from any breach of this agreement or for any other reason, such liability is limited to the Price of the Goods. If the Goods are returned by you, or if you make a claim in writing to us in relation to the Goods provided, we may in our discretion repair or replace the Goods, or refund the amount of those Goods to you, provided that:
      •  (a)the Goods must be returned or the claim must be made in writing to us within fourteen (14) days of the Goods being provided; and
      • (b)you must supply the date and number of any invoice relating to the Goods; and (c) we have had a reasonable opportunity to inspect the Goods.
  1. NOTICES
    1. Any notice may be given by phone, in person, posted, or sent by fax or email to you (or where you are a company, to any of your directors) in accordance with the details you provide on the first page of this agreement.
    2. You must advise us if any of your details change from those shown on the front page of this agreement.
  2. ASSIGNMENT
    1. You must not subcontract or assign any of your rights, powers or obligations under this agreement.
  3. JURISDICTION
    1. This agreement is governed by the current laws of New Zealand and the parties agree to submit to the non-exclusive jurisdiction of the Courts of New Zealand for any disputes or proceedings arising out of or in connection with this agreement.
  4. DISPUTES
    1. Any claim or dispute arising under this agreement shall be determined by arbitration under the Arbitration Act 1996 if the parties are unable to resolve such dispute themselves within one (1) month of the dispute arising. However, nothing in this clause prevents either party from taking immediate steps to seek any equitable relief before the New Zealand Courts.
  5. RETENTION OF TITLE
  •  All terms in this clause 12 have the meaning given in the Personal Property Securities Act 1999 (“PPSA”) and section references shall be to sections of the PPSA.
  •  For the purposes of the PPSA this clause 11 creates a security interest in any Goods that you take possession of prior to payment in full of all amounts owing by you under this agreement.
  •   At our request you shall promptly sign any documents and do anything else required by us to ensure that our security interest constitutes a first ranking perfected security interest in the Goods.
  •  In the event of a default by you of the terms of the agreement we may enter your premises and properties to uplift and take possession of any Goods that we have a security interest in until such default is remedied
  • If Goods that we have a security interest in are processed, included or dealt with in any way causing them to become accessions, processed or commingled goods, our security interest will continue in the whole in which they are included. You shall not grant any other security interest or any lien or charge in either the Goods or in the whole.
  • You waive any rights you may have under sections 114(1)(a), 116, 120(2), 121, 125, 126, 127, 129, 131, 133, and 134 of the PPSA
  •  You waive your right to receive a copy of any verification statement, as that term is defined in the PPSA.
  •  You must give us prior written notice of any proposed change of name, address or contact details.”

12. DEFINITIONS

  •  Terms used in this agreement have the meanings given to them on the front page of this agreement
  •  The contra proferentem rule does not apply to this agreement.
  • Words importing the singular include the plural and vice versa
  •  References to a party include that party’s successors, representatives, administrators and permitted assigns.
  • References to a statute include references to: (a)regulations, orders, or rules made pursuant to that statute; (b)all amendments to that statute and those regulations, orders or rules whether by subsequent statute or otherwise; and
  • References to “us” include our employees, contractors and agents.