Gift Spring Gift Fair magazine, September 2013 | Page 153

“GENERAL TERMS AND CONDITIONS OF TRADE”
FOR THE GIFT, HOUSEWARES, STATIONERY
AND TOY INDUSTRIES

Unless otherwise expressly agreed all sales of the vendor’s products are made on the following terms and conditions and these
terms and conditions shall be implied in each order for the sale of those products:
Payment
Payment of the purchase price and all other amounts in respect of each order is due on
the 20th day of the month following the date of invoice or delivery, whichever is the
earlier.
Unless otherwise agreed, all payments must be in cash without right of deduction or set
off. Time shall be of the essence in payment.
The purchase price is based ex warehouse or factory and unless otherwise shown or
stated is exclusive of GST and other taxes, charges or levies, insurance, packaging and
freight, all of which shall be additional charges to the customer.
The purchase price may be increased by the vendor to account for any change in the
NZ:US dollar exchange rate to the extent that such change affects the costs of manufacture
or supply of the products to the customer between the date of order and delivery.
The Personal Properties Securities Act 1999. Title and Risk.
Title in the products does not pass in any circumstance until payment of the purchase
price and all other amounts is made in full in respect of those products. It is expressly
agreed that title to the products does not pass upon delivery or the giving and taking
of possession and the vendor reserves the right to recover possession of the products
and to enter upon the customer’s premises without notice for such purpose in the event
of any default in payment. The customer grants to the vendor a security interest in all
goods supplied under this contract, and their proceeds. At the request of the vendor, the
customer will execute any documents and do anything else the vendor requires to ensure
that the security interest created under these terms and conditions constitutes a first
ranking perfected security over the goods and their proceeds of sale and the customer
will supply all information the vendor requires to complete the financing statement or
a financing change statement. The customer waives any right to receive a verification
statement under the Act. The vendor and the customer agree that sections 114(1)(a), 116,
117(1)(c), 119, 120(2), 121, 125, 126, 127, 129, 131, 133 and 134 of the Personal Properties
Securities Act 1999 do not apply to the security created by these terms and conditions.
Not withstanding that title does not pass, risk in the product passes upon the product
being uplifted by or dispatched to the customer even if payment has not been made in
full.
Warranties
No warranties, representations or guarantees are given, made or implied in respect of the
products except as stated herein or as may be required or implied by law.
The customer is deemed to have accepted each order unless written notice of any
shortage, defect, or other reason for non-acceptance is given within 10 days of the date of
delivery. Liability in such circumstances is limited where appropriate to the replacement
of missing or defective products or the refund of an appropriate portion of the purchase
price at the option of the vendor.
The customer relies upon its own inquiries and examination of the products and upon
such independent advice or consultation as the customer may require for that purpose
and purchases the products upon the customer’s own independent knowledge, skill
and judgement, particularly as to the particular use or suitability of the products for the
customer’s purposes and to all other characteristics and specifications of the products.
Where the goods or services supplied are for the purpose of a business, the customer
acknowledges that the guarantees in the Consumer Guarantees Act 1993 do not apply.
Where the products have been manufactured by the vendor then the vendor will
manufacture the products to a good standard using materials, parts and workmanship
of good standard. No responsibility is accepted for defects in materials, parts or
workmanship in products manufactured by other parties.
The vendor is not responsible for failure or deterioration of the products where the
products have been affected by improper handling or storage, contamination or other
adverse conditions, alteration or interference by other parties, the use or application of
the products outside the normal or intended purposes of the products or outside the

directions or limitations imposed by the manufacturer, supplier or vendor or otherwise
in an improper or abnormal manner or circumstances outside the control of the vendor.
Except where the Consumer Guarantees Act 1993 applies it is expressly agreed that the
vendor is not liable for any consequential or economic loss arising from any defect in
products or otherwise