Terms of Trade
Terms of Trade - Tikitibu Ltd
Effective as at the date of this invoice
These terms of trade ("Agreement") govern the relationship between Tikitibu Ltd ("Company") and its customers ("Customer"). By engaging in any business transaction with the Company, the Customer agrees to be bound by these terms.
a. Definitions: In this Agreement, unless the context requires otherwise:
i. "Company" refers to Tikitibu Ltd.
ii. "Customer" refers to the party engaging in a business transaction with the Company. iii. "Goods" refers to the products or services supplied by the Company.
iv. "Agreement" refers to these terms of trade.
2.Privacy Act 2020: The Company acknowledges and complies with the Privacy Act 2020 of New Zealand. Any personal information collected from the Customer will be used solely for the purpose of conducting business and will be handled in accordance with applicable privacy laws.
3.Consequences of Default:
a. Payment Terms: The Customer agrees to make payment for goods or services in accordance with the agreed-upon payment terms which are:
STAGE 1 - Pro Forma - Total invoice amount, including shipping charges, must be paid before stock is dispatched.
STAGE 2 - 14 Days on Account x 3 orders - Stores will have 14 days to pay the invoice from the date of purchase. 3 orders completed at this stage. Failure to pay within 14 days will result in a return to the Pro Forma stage.
STAGE 3 - Normal Business Trading Terms (NET) - Stores must complete 3 orders with good payment history to advance to this stage. Payment due on the 20th of the following month (e.g., purchases in July are due on August 20th).
In the event of default on payment, the following consequences may apply:
i. Late Payment: The Customer shall be liable to pay interest on any overdue amounts at the rate of [insert interest rate] per month, calculated from the due date until the date of payment.
ii. Debt Collection: In the event of persistent non-payment, the Company reserves the right to engage a debt collection agency, and the Customer shall be liable for any costs associated with the debt collection process.
iii. Suspension of Services: The Company may suspend the provision of goods or services until the outstanding payment is made in full.
b. Any existing store that has change of ownership will revert to a Pro Forma Payment Term.
c. Minimum spend for first order with Tikitibu is $300.
4.Personal Property Securities Act:
a. Security Interest: The Customer acknowledges that the Company may retain a security interest in any goods supplied until full payment has been received.
b. PPSR Registration: The Customer agrees that the Company may register its security interest on the Personal Property Securities Register (PPSR) in accordance with the Personal Property Securities Act. The Customer will provide any necessary cooperation to facilitate this registration.
c. Enforcement: In the event of default, the Company may exercise its rights under the Personal Property Securities Act, including the right to repossess and sell any goods to recover outstanding amounts.
a. Consent: The Customer agrees that electronic communications, including but not limited to email, electronic invoices, and online transactions, are legally binding and acceptable for all purposes under this Agreement.
b. Data Security: The Company takes reasonable measures to secure electronic transactions. However, the Customer acknowledges that the security of electronic communications cannot be guaranteed, and the Company shall not be held responsible for any loss or damage arising from unauthorised access or interception of electronic communications.
6.Consumer Guarantees Act 1993 & Contractual Remedies Act 1979:
a. Rights of Consumers: Where the Customer is a consumer as defined by the Consumer Guarantees Act 1993, the rights and remedies provided under that Act shall apply and are not excluded or limited by this Agreement.
b. Contractual Remedies: Any contractual remedies available to the parties shall be subject to the Contractual Remedies Act 1979.
7.Transfer of Title, Security, and Charge:
a. Transfer of Title: Ownership of the goods shall not pass to the Customer until payment in full has been received by the Company.
b. Security and Charge: The Customer grants the Company a security interest and charge over any goods supplied until full payment is received.
a. Pricing: The prices for goods or services shall be as agreed upon between the Company and the Customer, or as set out in the Company's price list, exclusive of any applicable taxes. b. Changes in Price: The Company reserves the right to change prices at any time, provided that any price changes will not affect orders already accepted by the Company.
9.Time Limit for Defects / Returns:
a. Defects: The Customer shall inspect goods promptly upon delivery and shall notify the Company in writing of any defects or non-conformities within 5 days from the date of delivery.
b. Returns: In the event of a defect or non-conformity, the Company may, at its discretion, either replace the goods or refund the purchase price.
10.Limitation of Liability: To the extent permitted by law, the Company shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the provision of goods or services.
11.Acceptance: The Customer shall be deemed to have accepted the goods upon delivery unless written notice of rejection is given within 5 days.
12.Delivery: The Company shall use reasonable efforts to deliver the goods within the agreed-upon timeframe. However, delivery dates are estimates only and the Company shall not be liable for any delay in delivery.
13.Risk: The risk of loss or damage to the goods shall pass to the Customer upon delivery.
14.Warranty as to Goods: The Company warrants that the goods shall be of acceptable quality and fit for their intended purpose. This warranty is subject to the Customer complying with any specific handling or use instructions provided by the Company.
15. Second-hand Goods: Any second-hand goods sold by the Company are sold on an "as-is" basis, and no warranty is provided unless otherwise agreed upon in writing.
16.Cancellation: The Customer may not cancel an order or terminate this Agreement without the Company's written consent. In the event of cancellation, the Customer may be liable for any costs incurred by the Company up to the date of cancellation.
17.Intellectual Property Rights: All intellectual property rights in connection with the goods or services provided by the Company shall remain the property of the Company.
18.Dispute Resolution: In the event of any dispute arising out of or in connection with this Agreement, the parties agree to engage in good faith negotiations to resolve the dispute. If the dispute cannot be resolved through negotiation, either party may pursue other legal remedies available to them.
19.Force Majeure: The Company shall not be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, or natural disasters.
20.Subcontract: The Company reserves the right to subcontract any of its obligations under this Agreement to third parties.
21.Set-off: The Customer shall not be entitled to set off any amounts owed to the Company against any claims it may have against the Company without the Company's prior written consent.
22.Review: The Company may review and update these terms of trade from time to time. The Customer shall be bound by the most current version of the terms of trade as published on the Company's website or provided upon request.
23.Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of New Zealand. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of New Zealand.
By engaging in any business transaction with Tikitibu Ltd, the Customer acknowledges and agrees to be bound by the terms and conditions set forth in this Agreement.