Terms & Conditions

TERMS OF TRADE

 

 

  1. Terms of Trade
    1. We will only contract to sell and supply goods on these Terms. By placing or confirming an order with us for any goods (and any associated services) you are deemed to agree to these Terms without qualification and to the exclusion of your terms (if any).
  2. Orders
    1. You will place orders for Goods in accordance with procedures stipulated from time to time by us, including on our website. We may reject or cancel any order and you will not be entitled to any compensation for any such rejection or cancellation. You may only cancel orders if we hold the Goods in stock in New Zealand at the time of the order.
  3. DELIVERY
    1. If we have given you a time for Delivery of the Goods (or any part of them), such time is approximate only and is not deemed to be of the essence. You must still accept delivery of the Goods even if late and we will not be liable for any loss or damage incurred by you as a result of the delivery being late.
    2. We may charge you storage and transportation expenses if you fail or refuse to take or accept delivery or indicate to us that you will fail to do so. In the event you cancel the delivery of Goods you will be liable for any and all loss incurred (whether direct or indirect) by us as a result of the cancellation.
    3. We reserve the right to deliver Goods by instalments.
  4. TITLE AND RISK
    1. We shall retain title to Goods we supply until they have been paid for in full and you have performed all your other obligations under these Terms. Risk in all Goods passes to you when the Goods are Delivered. You shall insure Goods for their full price, and shall not sell, dispose or part with possession of them or do anything else inconsistent with our ownership of the Goods, from Delivery until title in them passes to you.
  5. Defects
    1. You will inspect the Goods on delivery and will within seven days of delivery (time being of the essence) notify us of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. You will afford us an opportunity to inspect the Goods within a reasonable time following delivery if you believe the Goods are defective in any way.  If you fail to comply with these provisions the Goods shall be deemed to be accepted by you and free from any defect or damage. For defective Goods, which we have agreed in writing that you are entitled to reject, our liability is limited to either (at our discretion) replacing the Goods, repairing the Goods or refunding the price of those Goods to you.
  6. PRICE
    1. All prices are plus GST and other taxes and duties, which shall be paid by you. Our prices are subject to change without notice. Unless we agree otherwise in writing, the amount you will be charged will be the price as at the date of Delivery.
    2. If we provide a quotation to you, it is based on information available to us at that time and we may charge you more than the amount quoted if our costs (eg the cost of labour, materials, transport, tax, exchange rates or other costs) or the specifications change. Unless otherwise agreed in writing, prices are quoted exclusive of GST.
  7. PAYMENT
    1. You must pay for Goods on the dates determined by us, which may be when you place an order for the Goods, prior to delivery of the Goods, or on delivery of the Goods. We may require you to pay a deposit, being an advanced payment for Goods supplied before those Goods are delivered.
    2. We are under no obligation to supply Goods to you on credit. If we grant you credit, you agree to pay our invoices with cleared funds by the 30th of the month following the date of the invoice. Unless alternative credit arrangements have been agreed, the supply of Goods to you will automatically be suspended if your account fails into arrears.
    3. You agree to give any securities as we may from time to time require, in the form required by us, and to comply with all of your obligations under those securities.
    4. We may notify you at any time that we are going to stop supplying Goods to you on credit. This shall be without prejudice to your obligation to pay amounts owing.
    5. All payments shall be made without set-off or deduction. Receipt of a cheque, bill of exchange, or other negotiable instrument will not constitute payment and you remain liable for payment until payment is received by us.
    6. We may apportion payments to outstanding accounts as we see fit.
  8. DEFAULT
    1. You will be in Default if:
      1. you fail to pay an amount due under these Terms by the due date for payment; or
      2. you commit a breach of any of your other obligations under these Terms, the Security or the terms of any other contract you have entered into, or enter into in the future, with us or one of our related entities; or
      3. you become insolvent, are wound up, have a receiver appointed, enter into any composition or arrangement with your creditors, do any act which would render you liable to be placed in liquidation or have a receiver appointed over your property, commit an act of bankruptcy, cease to be of full legal capacity, or die;
      4. Goods that we have retained title to are at risk; or
      5. an event or a series of events (whether related or not) occurs which, in our opinion, may cause a material adverse change in your ability to meet your obligations to us.
    2. If you are in Default then we may, at our option, do any one or more of the following:
      1. charge you default interest at 14% per annum on any late payments calculated on a daily basis from the due date until the date payment is received;
      2. require you to remedy the default in the manner and within the period that we tell you;
      3. require you to pay to us all amounts you owe us immediately;
      4. suspend or terminate your account with us;
      5. enforce security interests created by these Terms;
      6. exercise any rights that we have under these Terms or that are available to us at law.
    3. We may suspend or terminate your account with us at any time in our sole discretion. If your account is terminated, you must immediately pay us any amount you owe us. Termination will not affect any of our rights that have arisen before termination.
  9. PERSONAL PROPERTY SECURITIES ACT 1999 ("PPSA")
    1. Clause 4.1 creates a security interest in Goods we supply to you. You shall not grant any other security interest or any lien over Goods that we have a security interest in. At our request you shall promptly sign any documents and do anything else required by us to ensure our security interest constitutes a first ranking perfected security interest in the Goods. We may at any time enter your premises and properties to uplift Goods that we have a security interest in.
    2. 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 in either the Goods or in the whole.
    3. 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 shall give us prior written notice of any proposed change of your name or address.
  10. WARRANTIES
    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. Other than as expressly provided for in these Terms, 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 and services from us for the purposes of a business in terms of sections 2 and 43 of that Act.
  11. LIMITATION OF LIABILITY
    1. To the fullest extent permissible at law, you acknowledge and accept that:
      1. all the representations, terms, warranties, guarantees or conditions, whether implied by statute, common law or custom of trade or otherwise, including, but not limited to, implied warranties, guarantees or conditions of merchantability and/or fitness for a particular purpose, are excluded;
      2. we will have no liability to you or any representative of you for anything, other than a breach by us of an express provision of the terms of these Terms (including but not limited to negligence on our part or our employees or agents) or an obligation imposed by legislation which cannot be contracted out of, in which case our liability will be limited to the price paid by you for the Goods.
      3. You acknowledge that you do not rely on any representation or statement made by or on behalf of us or our employees or agents other than the express provisions of these Terms.
    2. You will indemnify us against any liability or cost incurred by us as a result of any breach by you of any provision of the terms of these Terms.
    3. Neither us nor any of our officers, employees or agents will have any liability whatsoever for any indirect, special or consequential loss (including, without limitation, loss of profit, goodwill, and any loss arising out of liability of you to any other person) or loss of profits, even if advised of the possibility of such loss, howsoever arising, and all conditions, warranties or other terms inconsistent with the provisions of this clause are, by this clause, expressly excluded.
  12. INTELLECTUAL PROPERTY
    1. In respect of Intellectual Property used in or arising from the production of the Goods or the performance of any associated services:
      1. all pre-existing Intellectual Property the subject of an Intellectual Property right resides with the owner as at the date of these Terms (whether you or us);
      2. any new Intellectual Property will be dealt with in accordance with clause 12.2.
    2. Subject to clauses 12.1(a) and 12.5 we are and will remain the exclusive owner everywhere in the world of all Intellectual Property rights and interests in the Goods, and any other work performed by us for you, as first owner of those Intellectual Property rights and interests.
    3. We shall retain exclusive worldwide ownership at all times of our artistic styles, methods of working, techniques, ideas, skills and know-how. You must not attribute the Goods to anyone other than us or remove any of our trade marks, signatures, logos or similar from the Goods.
    4. Upon payment of all amounts owing to us in accordance with these Terms, we assign to you the copyright in the final form of any Goods which we have specifically created for you for the countries and for the purposes as specified in the description of the work to be performed, or if not specified, for the countries and for the purposes which would be reasonably expected in light of the nature of your request for the Goods.
    5. This clause shall continue in force as between us and you notwithstanding the termination of these Terms or Delivery of the Goods.
  13. PRIVACY OF INFORMATION
    1. You authorise us:
      1. to collect, retain and use information about you from any person for the purpose of assessing your creditworthiness;
      2. to disclose information about you:
        1. to any person who guarantees, or who provides insurance, or who provides any other credit support, in relation to your obligations to us;
        2. to such persons as may be necessary or desirable to enable us to exercise any power or enforce or attempt to enforce any of our rights, remedies and powers under these Terms.
  14. NOTICES
    1. Any notice may be given by phone, in person, posted, or sent by facsimile or email to you or where you are a company, to any of your directors.
  15. CONFIDENTIALITY
    1. You shall at all times treat as confidential all non-public information and material received from us and shall not publish, release, or disclose the same without our prior written consent. For clarity, confidential information includes any new Intellectual Property and prices.
  16. COSTS
    1. You must pay our costs (including legal costs, as between solicitor and client) of and incidental to the enforcement or attempted enforcement of our rights, remedies and powers under these Terms.
  17. CREDIT INFORMATION
    1. You consent to us, or any financier or credit-rating agency, making enquiries of and obtaining any information about your financial standing and credit worthiness.
  18. JURISDICTION
    1. These Terms are governed by the laws of New Zealand.
  19. DISPUTES
    1. Any claim or dispute arising under these Terms 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.
  20. FORCE MAJEURE
    1. We shall not be liable for delay or failure to perform our obligations under these Terms if the cause of delay or failure is beyond our reasonable control.
  21. GENERAL
    1. These Terms replace any earlier representations, warranties, understandings and agreements (whether oral or written), and together with your Credit Application constitute the entire agreement between us and you relating to their subject matter.
    2. You shall not transfer or assign your rights, powers or obligations under these Terms without our prior written consent.
    3. If you have entered into these Terms as the trustee of a trust and you have no right to or interest in any of the assets of the trust except in your capability as trustee of the trust, your liability shall be limited to the value of the assets of the trust which now or in the future are (or, but for your wilful neglect or default, would be) in the hands of the trustees for the time being of the trust. This clause does not limit any liability you have to us as a personal guarantor.
    4. No failure or delay by us in insisting upon the strict performance of these Terms or exercising any right under these Terms will operate as a waiver of those matters.
    5. We may change these Terms at any time. Any change applies from when it is published on our website matamatasaddlery.co.nz
  22. DEFINITIONS
    1. In these Terms we have used "we", “us” and “our” to refer to I. C. Clear Limited trading as Matamata Saddlery and "you" to refer to our customer.
    2. In these Terms unless the context otherwise requires:

"Delivery" means the collection of Goods by you or one of your employees, contractors or agents from our premises, unless we have agreed to dispatch Goods for you, in which case delivery shall mean the despatch of the Goods from our premises. If you indicate to us that you will fail or refuse to take or accept delivery, then the Goods are deemed to have been delivered when we are willing to deliver them.

"Default" has the meaning set out in clause 8.

"Goods" shall include all goods and any associated services that we supply.

"Intellectual Property" means all intellectual property rights including, without limitation, copyright, patent and design rights, drawings, documents, data, ideas, procedures, calculations and all other statutory and common law rights and interests.

"Security" means all existing and future security held by us that secures your obligations under these Terms.

  1. The rule of construction known as the contra proferentem rule does not apply to these Terms. Words importing the singular include the plural and vice versa. Headings are for convenience only and do not form part of, or affect the interpretation of, these Terms. References to a party include that party's successors, personal representatives, executors, administrators and permitted assigns.
  2. References to a statute include references to:
    1. regulations, orders, rules or notices made pursuant to that statute;
    2. all amendments to that statute and those regulations, orders, rules or notices, whether by subsequent statute or otherwise; and
    3. any statute passed in substitution of that statute.
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