Terms & Conditions of Trade
1.1 “Honeylands” means Honeylands Naturally Limited, and where applicable, any Honeylands authorised agents or employees.
1.2 “Customer” means the any person or organisation identified as the customer on the Honeylands Account Application form or any other, any person acting on behalf of and with the actual or apparent authority of the Customer, or any person purchasers products and services from Honeylands. 1.3 “Goods” means: 1.3.1 all Goods of the general description specified on the front of this agreement and supplied by Honeylands to the Customer; and 1.3.2 all Goods supplied by Honeylands to the Customer; and 1.3.3 all inventory of the Customer that is supplied by Honeylands; and 1.3.4 all Goods supplied by Honeylands and further identified in any invoice issued by Honeylands to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and 1.3.5 all Goods that are marked as having been supplied by Honeylands or that are stored by the Customer in a manner that enables them to be identified as having been supplied by Honeylands; and 1.3.6 all of the Customer’s present and after-acquired Goods that Honeylands has performed work on or to or in which goods or materials supplied or financed by Honeylands have been attached or incorporated. 1.3.7 The above descriptions may overlap but each is independent of and does not limit the others. 1.4 “Goods” also means all goods, products, services and advice provided by Honeylands to the Customer and shall include without limitation the manufacture and supply of food products and all charges for labour, hire charges, insurance charges, or any fee or charge associated with the supply of Goods by Honeylands to the Customer. 1.5 “Price” means, subject to clause 4 below, the cost of the Goods as agreed in writing between Honeylands and the Customer and includes all disbursements (e.g. charges) Honeylands pay to others on the Customer's behalf.
2.1 Any instructions received by Honeylands from the Customer for the supply of Goods which Honeylands confirms by communication or by action as being accepted by Honeylands shall constitute a binding contract and acceptance by the Customer of the terms and conditions contained herein.
3.1 The Customer authorizes Honeylands to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under this contract, and marketing any Goods provided by Honeylands to any other party.
3.2 The Customer authorizes Honeylands to disclose any information obtained to any person for the purposes set out in clause 3.1.
3.3 Where the Customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.
4.1 Where no price is agreed in writing the Goods shall be deemed to be sold at the price such Goods are customarily sold by Honeylands at the time of the contract, excluding any discounts, rebates or other deductions other customers may receive on the purchase of those Goods.
4.2 Honeylands may at anytime before the Goods are delivered increase the price payable by a Customer by the amount of any reasonable increase in the cost of supply of the Goods that is beyond the control of Honeylands between the date of the contract and delivery of the Goods.
5.1 Payment for Goods shall be made in full on or before the 20th day of the month following the date of the invoice (“the due date”).
5.2 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
5.3 Any expenses, disbursements and legal costs incurred by Honeylands in the enforcement of any rights contained in this contract shall be paid by the Customer, including any reasonable solicitor’s fees or debt collection agency fees.
5.4 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
5.5 A deposit may be required.
5.6 Notwithstanding the above, Honeylands may require the Customer to pay for the Goods in advance of accepting or completing any order.
6.1 Where a quotation is given by Honeylands for Goods:
6.1.1 Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
6.1.2 The quotation shall be exclusive of goods and services tax unless
specifically stated to the contrary;
6.1.3 Honeylands reserve the right to alter the quotation because of
circumstances beyond its control, including increasing the price pursuant to clause 4.2.
6.2 Where Goods are required in addition to the quotation the Customer agrees to pay for the additional cost of such Goods in accordance with clause 4 above.
7.1 Unless otherwise agreed in writing the Goods remain at Honeylands risk until delivery to the Customer.
7.2 Delivery of Goods to the Customer shall be deemed complete when Honeylands gives possession of the Goods directly to the Customer or possession of the Goods is given to a carrier, courier, or other bailee for purposes of transmission to the Customer.
7.3 The time agreed for delivery shall not be an essential term of this contract unless the Customer gives written notice to Honeylands making time of the essence, and Honeylands communicates acceptance of the requirement.
7.4 Where Honeylands delivers Goods to the Customer by installments and Honeylands fails to deliver or supply one or more installments the Customer shall not have the right to cancel the contract or claim compensation.
8.1 The Customer authorizes Honeylands to contract either as principal or agent for the provision of Goods that are the matter of this contract.
8.2 Where Honeylands enters into a contract of the type referred to in clause 8.1 it shall be read with and form part of this agreement and the Customer agrees to pay any amounts due under that contract.
9.1 Title in any Goods supplied by Honeylands passes to the Customer only when the Customer has made payment in full for all Goods provided by Honeylands and of all other sums due to Honeylands by the Customer on any account whatsoever. Until all sums due to Honeylands by the Customer have been paid in full, Honeylands has a security interest in all Goods.
9.2 If the Goods are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the Goods shall remain with Honeylands until the Customer has made payment for all Goods, and where those Goods are mixed with other property so as to be part of or a constituent of any new Goods, title to these new Goods shall deemed to be assigned to Honeylands as security for the full satisfaction by the Customer of the full amount owing between
Honeylands and Customer.
9.3 The Customer gives irrevocable authority to Honeylands to enter any premises occupied by the Customer or on which Goods are situated at any reasonable time after default by the Customer or before default if Honeylands believes a default is likely and to remove and repossess any Goods and any other property to which Goods are attached or in which Goods are incorporated. Honeylands shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. Honeylands may either resell any repossessed Goods and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Goods and credit the Customer’s account with the invoice value thereof less
such sum as Honeylands reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
9.4 Where Goods are retained by Honeylands pursuant to clause 9.3 the Customer waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under s.121 of the PPSA.
9.5 The following shall constitute defaults by the Customer:
9.5.1 Non payment of any sum by the due date.
9.5.2 The Customer intimates that it will not pay any sum by the due date.
9.5.3 Any Goods are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Goods.
9.5.4 Any Goods in the possession of the Customer are materially damaged while any sum due from the Customer to Honeylands remains unpaid.
9.5.5 The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlord terminates the lease of the Customers premises on which the Goods are located.
9.5.6 A Court judgment is entered against the Customer and remains
unsatisfied for seven (7) days.
9.5.7 Any material adverse change in the financial position of the Customer.
9.6 If the Credit Repossession Act applies to any transaction between the Customer and Honeylands, the Customer has the rights provided in that Act despite anything contained in these terms and conditions of trade.
10.1 Honeylands may in its discretion allocate any payment received from the Customer towards any invoice that Honeylands determines and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated. In the absence of any payment allocation by Honeylands, payment shall be deemed to be allocated in such manner as preserves the maximum value of any purcase money security interest Honeylands has in or over the Goods.
11.1 No claim relating to the Goods will be considered unless made within seventy two (72) hours of delivery.
11.2 No Goods will be accepted for return without prior approval of Honeylands. All Goods accepted for return must be undamaged and in original resalable condition. The Customer is responsible for all costs associated with Goods accepted for return.
12.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Honeylands which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on Honeylands, Honeylands liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute. 12.2 Except as otherwise provided by clause 12.1 Honeylands shall not be liable for any loss or damage of any kind whatsoever including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or trot (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods provided by
Honeylands to the Customer.
13.1 Any written warranty that Honeylands provide to the Customer will also form part of these terms and conditions of trade.
13.2 No representation, condition, warranty or premise expressed or implied by law or otherwise applies to the Goods except where goods are supplied or services provided pursuant to the Consumer Guarantees Act 1993 or except where expressly stated in this contract.
13.3 Honeylands does provide any warranty that the Goods are fit and suitable for the purpose for which they are required by the Customer unless the Customer has expressly made known to Honeylands the purpose and Honeylands has confirmed in writing that the Goods are fit for that purpose.
14.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Goods from Honeylands for the purposes of a business in terms of section 2 and 43 of that Act.
15.1 If the Customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for Honeylands agreeing to supply Goods and grant credit to the Customer at their request, also sign this contract in their personal capacity and jointly and severally (if more than one) personally undertake as principal debtors to Honeylands the payment of any and all monies now or hereafter owed by the Customer to Honeylands and indemnify Honeylands against non-payment by the Customer. Any personal liability of a signatory
hereto shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.
16.1 Honeylands shall, without any liability, and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of Goods to the Customer if the Customer fails to pay any money owing after the due date or the Customer commits an act of bankruptcy as defined in section 19 of the Insolvency Act 1967.
16.2 Any cancellation or suspension of this agreement shall not affect Honeylands claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this contract or the Customer’s obligations to Honeylands under this contract.
17.1 Honeylands shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
17.2 Failure by Honeylands to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations Honeylands has under this contract.
17.3 If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforce ability of the remaining provisions shall not be affected, prejudiced or impaired.
17.4 The client shall not assign all or any of its rights or obligations under this contract without the written consent of Honeylands.
17.5 These terms of trade and all matters arising from or as a result of them are govern by the laws of New Zealand and Honeylands and the Customer irrevocably agree to the exclusive jurisdiction of the Courts of New Zealand.
17.6 The Customer undertakes to immediately notify Honeylands if there is a change in ownership or in trading name.