Terms of Trade
1. What is the purpose of this agreement?
1.1 This agreement sets out the terms that apply to the relationship between you (and "your") and Città Ltd ("we", "us" and "our").
2. What information about you can we collect?
2.1 You agree to provide is with and allow us to use all information necessary to give effect to this agreement, the provision of our products and performance of our services.
2.2 Unless your consent is withdrawn in writing, you agree to the disclosure of information:
- - to give effect to our products and services;
- - to enforce our obligations under this agreement or an additional agreement;
- - when authorised by you or required by law;
- - to assess credit worthiness; and
- - to market any of our products and services.
3. What are our products and services?
3.1 "Product(s)" and "service(s)" means and includes without limitation all inventory, goods, items, homewares, furnishings, units and accessories and supply of the same, and agency fees, charges and out of pocket expenses incurred by us, as identified in in any document or electronic record issued by either party, all of which are deemed to be incorporated into and form part of this agreement, or as ours by marking or a manner of storage enabling identification.
4. What is the price?
4.1 The price is the cost of the products and services as agreed between you and us from time to time subject to GST and out of pocket expenses. If no price is stated, the price will be the cost that we provide the products and services at the time of your order. The price is subject to reasonable change due to circumstances such as currency and freight fluctuations. 4.2 All prices displayed will be exclusive of GST and freight, unless stated otherwise.
5. What happens when we give you a quote?
5.1 If we give you a quote for products and services:
- - the quote will be valid for one calendar month from the date of the quote, unless withdrawn or stated otherwise;
- - it will be exclusive of GST and freight, unless stated otherwise;
- - you will be responsible for increased costs or receive the benefit of decreased costs resulting from any subsequent changes to the quote due to any inadequate or inaccurate information, request/requirement for additional products and services, or alterations; and
- - we may alter the quote due to circumstances beyond our control or clerical or computer error.
6. When and how do you pay us?
6.1 Subject to 6.2, you agree to pay us in full:
- - on or before the 20th day of the month following the date of our invoice, unless agreed or stated otherwise ("the due date") - full payment may be required on pick up or delivery;
- - interest on any amount you owe after the due date at a rate of 1.25% per month;
- - expenses incurred as a result of enforcing any of our rights contained in this agreement including PPSR, debt collection and legal fees;
- - without set-off, deduction or counterclaim; and
- - a deposit if required.
6.3 You agree to us allocating or reallocating any payment received from you towards any invoice. If no allocation is made then it is deemed to be in such a way that preserves the maximum value of our purchase money security interest in the products.
7. What warranties apply?
7.1 Manufacturers' warranties and warranties and guarantees imposed by law.
7.2 Samples shown to you may differ from products provided to you.
7.3 If you are in trade and/or are a business, you agree that the parties contract out of the Fair Trading Act 1986 and Consumer Guarantees Act 1993 to the extent permissible by law.
7.4 We are not liable for delay or failure to perform our obligations if the cause is beyond our reasonable control.
7.5 Subject to 7.1-7.4, if we are deemed liable to you for any loss or damage of any kind, arising from the provision of products and services to you, including consequential loss, whether suffered or incurred by you or another person or entity and whether in contract tort or otherwise, then you agree that our total liability is limited to the value of the products and services provided to you.
8. What if the product is faulty/incorrect/damaged?
8.1 Exported products cannot be returned. Products supplied under indent or special order cannot be returned for credit.
8.2 Subject to 8.1, if you wish to claim in relation to a product due to:
- - fault/defect - you must notify us within seven (7) days of delivery;
- - incorrect/short supply - you must notify us within seventy two (72) hours of delivery (non-notification is deemed acceptance of their condition);
- - incorrect ordering - you must notify us within seven (7) days of delivery - a restocking fee of 15% of the value of the product may apply and the product must be in the same saleable condition as when provided to you; or
- - damage for delivery by courier - you must check the consignment is for you and the correct number of boxes is received in the presence of the courier driver - otherwise we cannot claim or credit your account for loss or damage. You must notify us within 24 hours of delivery - we will ask the courier to collect the same as soon as possible, pending which you must hold the products and packaging; or
- - damage for delivery by carrier - the order must be checked while the driver is present - signing "subject to inspection" does not comply with the Carriage of Goods Act 1979 and will not allow a claim. Damage/breakage must be stated on the consignment note, countersigned by the driver and notified to us immediately in writing. If the driver cannot take the product, you must hold the product pending collection. For larger pieces and furniture you must check for knocks and scratches before signing the consignment note and the carrier leaves. Carriers do not accept claims after seven (7) days.
9. When are we responsible for the products?
9.1 We are responsible for the products until they are delivered. Delivery is complete when we give the products to you or another person/entity who will give the products to you or when we leave the products on your premises. The delivery address will be that stated on your Application for Credit; requests for delivery to other locations are at your risk.
9.2 The time and date of delivery is an estimate only and not an essential term of our agreement. We may partially deliver products listed in one order or invoice without added cost to you. If the parties agree on delivery by instalments and we fail to deliver an instalment, the failure will not give rise to a right of cancellation. Delays in delivery may occur due to overdue accounts or items on back order.
9.3 Risk for the products lies with us in accordance with 9.1 or when ownership passes in accordance with 10.1, whichever comes first.
10. What ownership and security rights do we have?
10.1 We retain ownership of and hold a security interest in all products until you have paid us in full all amounts owing in relation to the products and services. While we retain ownership, you will store products in such a way that they can be identified as provided by us.
10.2 If a product is attached, affixed or incorporated into any property of another, title to the product remains with us in accordance with 10.1 and title will be assigned to the Company as security for full satisfaction of the full amount owed to us.
10.3 If a product is sold by you to a third party and you have not yet paid for the product, the proceeds of sale will be our property and held on trust until you have paid for the product.
10.4 You agree that we hold security interest in all of your present and after acquired property and:
- - authorise us to register a financing statement and charge on the Personal Property Securities Register, and provide all information and signatures necessary to effect the same;
- - will not register a financing charge or statement or charge demand in respect of products without our prior written consent;
- - waive your entitlement under s 148 of the Personal Property Securities Act 1999 (PPSA) to receive a copy of a verification statement where we have registered our interest;
- - that both parties contract out of ss 114(1)(a), 133 and 134 of the PPSA;
- - waive your rights as listed under s 107(2) of the PPSA; and
- - to give us fourteen (14) days prior written notice of any proposed change in your name or details such as contact information.
10.6 We own all existing and new intellectual property rights connected to the products and services. You fully indemnify us for any intellectual property infringements we may make when acting in accordance with your instructions. You may use the products only if paid in full and for the purpose for which they were intended and supplied by us.
11. What if you want to vary/cancel an order?
11.1 If you wish to vary or cancel an order you must notify us in writing. Where we have reasonably relied on your original instructions, you will remain responsible for full payment of the price of the product or service. Indent and special orders cannot be cancelled.
12. When can a party cancel this agreement?
12.1 Subject to 11.1 and 12.2-12.4, either party may cancel this agreement at any time by giving fourteen (14) days prior written notice.
12.2 We have the right by fourteen (14) days prior written notice to suspend or cancel any part of any agreement for the provision of products and services to you if you default by:
- - failing to pay or indicating you will not pay any sum owing by the due date;
- - any of your creditors seizing or indicating they will seize any products provided to you;
- - products in your possession becoming materially damaged while any amount is unpaid;
- - being bankrupted, insolvent, under statutory management or put into liquidation;
- - a receiver being appointed over or a landlord possessing any of your assets;
- - a court judgment entered against you remaining unsatisfied for seven (7) days;
- - breaching the terms of this agreement; and
- - an adverse material change in your financial position.
12.4 Cancellation under 12.1 or cancellation or suspension under 12.2 will not affect either party's claim for any amount due at the time of cancellation or suspension, damages for any breach of obligations under this agreement and any other legal rights either party may have. Upon cancellation of this agreement any amount owed by you for products and services provided up to and including the date of cancellation will become due and current orders will terminate.
13. Does a personal guarantee apply?
13.1 If you are a director of a company or the trustee of a trust:
- - in exchange for us agreeing to supply products and services and grant credit to the company or the trust, you also sign this agreement in your personal capacity, and jointly and severally personally undertake as principal debtors, to pay everything that the company or trust owes us, and to indemnify us against non-payment and/or default; and
- - any personal liability of you as director or trustee will not exclude the company or trust from the liabilities and obligations contained in this agreement.
14. What else is agreed?
14.1 A failure by either party to enforce any of the terms of this agreement will not be deemed to be a waiver of any of the rights or obligations under this agreement.
14.2 Neither party may assign or transfer their rights or obligations under this agreement to any other without our prior written consent.
14.3 If any of these terms are determined to be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining terms will not be affected.
14.4 This agreement supersedes all prior agreements, representations and warranties. Any instructions we receive from you will be subject to this agreement.
14.5 If any dispute arises between the parties either party must notify the other within seven (7) days of the date of delivery. If the dispute relates to delivery then either party must notify the other within seventy-two (72) hours. Any product the subject of a claim must not be destroyed or removed from the delivery address until we have inspected the product or required the product be returned to us.
14.6 Documentation related to this agreement may be served on you by email.
14.7 We will notify you of any changes to these terms and publish the same in our catalogues. Continued provision of products and services to you will be subject to your signed acceptance of the changes. All other variations must be mutually agreed in writing.
14.8 This agreement is governed by the laws of New Zealand.