1.1 This agreement sets out the terms that apply to the relationship between you (and "your") and Città Ltd ("we", "us" and "our").
2.1 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2.2 Unless your consent is withdrawn in writing, you agree to the disclosure of information:
2.3 We will comply with the Privacy Act 1993. We will not use your information unless we have reasonably ensured it is accurate, complete, relevant and not misleading. If we give your information to another entity we will do everything reasonably within our power to prevent unauthorised use or disclosure of your information. You may access any of your information and ask us to correct any mistakes.
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.
4.1 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.
5.1 If we give you a quote for products and services:
6.1 Subject to 6.2, you agree to pay us in full:
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.
8.1 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:
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.
10.1 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:
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.
12.1 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:
13.1 If you are a director of a company or the trustee of a trust:
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.