Euro Salon Supplies Limited 

 

TRADE Terms and Conditions 

 

1. Definitions

1.1 “Seller” means Euro Salon Supplies Limited, its successors and assigns or any person acting on behalf of and with the authority of Euro Salon Supplies Limited.

1.2 “Customer” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Customer is a reference to each Customer jointly and severally. 

1.3 “Guarantor” means the person(s) guaranteeing the due and punctual payments by the Customer, as specified in the Credit Account Application Form. If there is more than one, Guarantor is a reference to each Guarantor jointly and severally.

1.4 “Goods” means all Goods or Services supplied by the Seller to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).

1.5 “Price” means the Price payable for the Goods as agreed between the Seller and the Customer in accordance with clause 7 below.

1.6 “Credit Account Application Form” is the standard Customer Credit Account Application Form, provided by the Seller to the Customer (which maybe varied by the Seller from time to time).

 

2. Acceptance

2.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions when the Customer signs, or accepts the credit account application form or places an order for, accepts delivery of the Goods or receives an invoice from the Seller.

2.2 If there are any inconsistencies between the terms and conditions posted on the Sellers website and this document then the terms and conditions contained in this document shall prevail.

2.3 The terms and conditions in this document can only be amended with the consent of both the Seller and the Customer in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and the Seller.

 

3. Electronic transactions

3.1 Electronic signatures shall be deemed to be accepted by the parties providing that they comply with part 4 of the Contract and Commercial Law Act 2017.

 

4. Change in Control

4.1 The Customer shall give the Seller not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone number/s). The Customer shall be liable for any loss incurred by the Seller as a result of the Customer’s failure to comply with this clause.

 

5. Supply Criteria

5.1 The Customer acknowledges and accepts that the Seller has the right to refuse to supply Customer orders without giving any reasons. The Sellers reasons may include, but not be limited to, where the Goods are not or cease to be available, where there in an account dispute between the Customer and the Seller or where conditions are placed on the Supplier by their suppliers. 

5.2 The Seller shall not be liable to the Customer for any loss or damage the Customer suffers due to the Seller exercising it’s rights under clause 5.1 

5.3 If the Customer is acquiring Goods for the purposes of a trade or business, the Customer acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by the Seller to the Customer.

 

6. Orders

6.1 The Seller agrees to dispatch Customer orders within two working days from acceptance of the Customer order. 

6.2 Any items not in stock will be ordered by the Supplier from its suppliers and the Supplier will advise the Customer of an estimated delivery date and the Customer will have the opportunity to cancel the order on the Supplier. Any time or date given by the Seller to the Customer is an estimate only and the Seller will not be liable for any loss or damage incurred by the Customer as a result of the delivery being late.

6.3 The Supplier with agreement from the Customer may choose to ship an order to the Customer in multiple parts. In this instance the Supplier will only charge for one delivery and the Supplier will pay the remaining costs of delivery. The Supplier reserves the right to hold items until they can be shipped as a complete order. 

6.4 The Customer acknowledges that the Seller can rely on any instructions given by an employee of the Customer without further enquiry as to authorization. 

 

7. Price and Payment

7.1 At the Seller’s sole discretion the Price shall be either:

(a) as indicated on any invoice or other document provided by the Seller to the Customer, or if no such documents exist then

(b) the Price as at the date of delivery of the Goods according to the Seller’s current price list; or

(c) the quoted price as shown in a quotation supplied by the Seller to the Customer which will be valid for the period stated in that quotation.

7.2 The Price will be payable by the Customer on the date/s determined by the Seller, which may be:

(a) on delivery of the Goods;

(b) before delivery of the Goods ;

(b) by way of installments in accordance with the Seller’s payment schedule;

(c) for certain approved Customers, due twenty (20) days following the end of the month in which a statement is posted or emailed to the Customer ;

(d) the date specified on any invoice or other document, as being the date for payment.

7.3 Unless otherwise stated the Price is in New Zealand Dollars ($) exclusive of GST and shipping & handling charges. The Customer must pay GST and shipping & handling charges at the same time and on the same basis as the Customer pays the Price. The Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price

7.4 Payment may be made by cash, credit card or by any other method as agreed to between the Customer and the Seller.

 

8. Ownership

8.1 The Supplier and the Customer agree that ownership of the Goods shall not pass until the Customer has paid the Supplier all amounts owing to the Supplier. 

8.2 It is further agreed that :

(a) Until ownership of the Goods passes to the Customer in accordance with clause 8.1 that the Customer is only a bailee of the Goods and must return the Goods to the Seller on request.

(b) the Customer holds the benefit of the Customer’s insurance of the Goods on trust for the Supplier and must pay to the Supplier the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.

(c) the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for the Seller and must pay or deliver the proceeds to the Seller on demand.

(d) the Customer irrevocably authorizes the Seller to enter any premises where the Seller believes the Goods are kept and recover possession of the Goods.

(e) the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of the Seller.

(f) the Seller may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.

(g) if Goods are recovered or repossessed and sold and a shortfall remains owing by the Customer to the Seller, then the Seller may seek to recover that shortfall from the Customer.

 

9. Delivery of Goods

9.1 Delivery (“delivery”) of the Goods is taken to occur at the time that:

(a) the Customer or the Customer’s nominated carrier takes possession of the Goods at the Seller’s address; or

(b) the Seller (or the Seller’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.

 

10. Defects

10.1 The Customer shall within seven (7) days of delivery notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall allow the Seller to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way. If the Customer fails to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which the Seller has agreed in writing that the Customer is entitled to reject, the Seller’s liability is limited to either (at the Seller’s discretion) replacing the Goods or repairing the Goods.

 

11. Returns

11.1 Returns will only be accepted provided that:

(a) the Customer has complied with the provisions of clause 10.1; and

(b) the Seller has agreed in writing to accept the return of the Goods; and

(c) the Goods are returned at the Customer’s cost within seven (7) days of the delivery date; and

(d) the Goods are returned in the condition in which they were delivered and with all packaging material in as new condition as is reasonably possible in the circumstances.

11.2 The Seller may (in its discretion) accept the return of Goods for credit but this may incur a handling fee of ten percent (10%) of the value of the returned Goods.

 

12. Risk

12.1 Risk of damage to or loss of the Goods passes to the Customer on delivery even though the Seller retains ownership of goods until they are paid for in full. 

12.2 The Customer must insure the Goods on or before delivery. If any of the Goods are destroyed or damaged following delivery but prior to ownership passing to the Customer, the Seller is entitled to receive all insurance proceeds payable for the Goods. The production of these terms by the Supplier is sufficient evidence of the Suppliers’ rights to receive the insurance proceeds without the need for any person dealing with the Supplier to make further enquiries.

12.3 If the Customer requests the Seller to leave Goods outside the Seller’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk.

 

13. Personal Property Securities Act 1999 (“PPSA”)

13.1 The Customer acknowledges and agrees that:

(a) These terms constitute a security agreement for the purposes of the PPSA; and

(b) a security interest is taken in all Goods previously supplied and all goods which will be supplied by the Supplier to the Customer

13.2 The Customer undertakes to:

(a) sign any further documents and/or provide any further information which the Supplier may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register ;

(c) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of the Supplier; and

13.3 The Seller and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms.

13.4 The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.

13.5 Unless otherwise agreed to in writing by the Seller, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.

13.6 The Customer shall unconditionally ratify any actions taken by the Seller under clauses 13.1 to 13.5.

13.7 If the Customer grants a security interest over the Goods to any other person other than the Seller, then the Creditor shall be in breach of these terms and such Goods will be subject to repossession by the Seller.

 

14. Customer’s Disclaimer

14.1 The Customer hereby disclaims any right to rescind or cancel any contract with the Seller or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Customer by the Seller and the Customer acknowledges that the Goods are bought relying solely upon the Customer’s skill and judgment.

 

15. Warranty

15.1 The Supplier will accept from the Customer either for refund or exchange any Goods that are not suitable for the purpose intended by the manufacturer as allowed by New Zealand Law

15.2 The Supplier does not offer any warranties additional to those offered by the manufacturer. 

 

15.3 The conditions applicable to the warranty given on Goods supplied by the Seller are contained on the “Warranty Card” supplied with the Goods. Not all manufacturers offer warranties as standard. 

15.4 It is the responsibility of the Customer to ensure adequate provision for the maintenance of any items purchased. 

 

16. Intellectual Property

16.1 All intellectual property rights in the Sellers website or marketing materials (including, without limitation, any trade marks, text, graphics, logos and copyright works) are owned by or licensed to the Seller. The Customer is prohibited from copying, storing, distributing or reproducing any part of the Suppliers website or marketing materials without obtaining the Sellers prior approval in writing.

 

17. Default and Consequences of Default

17.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at the Seller’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

17.2 If the Customer owes the Seller any money the Customer shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in recovering the debt (including but not limited to legal costs and the Seller’s collection agency costs).

17.3 Without prejudice to any other remedies the Seller may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions the Seller may suspend or terminate the supply of Goods to the Customer. The Seller will not be liable to the Customer for any loss or damage the Customer suffers because the Seller has exercised its rights under this clause.

17.4 Without prejudice to the Seller’s other remedies at law the Seller shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable if:

(a) any money payable to the Seller becomes overdue ;

(b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors ; or

(c) a receiver, manager, liquidator or similar person is appointed in respect of the Customer or any asset of the Customer.

 

18. Guarantee

18.1 As between the Guarantor and the Seller (but without affecting the obligations of the Customer as Principal Obligator) the Guarantor is liable under the Guarantee as a sole and principal debtor and not merely as a surety.

18.2 The Guarantor shall be entitled to terminate a guarantee by notice in writing to the Supplier and shall not be liable for payment of any Goods delivered to the Customer by the Supplier after the receipt by the Supplier of such notice.

 

19. Privacy Act 1993

19.1 The Customer authorizes the Seller or the Seller’s agent to:

(a) access, collect, retain and use any information about the Customer ;

(i) for the purpose of assessing the Customer’s creditworthiness; or

(ii) for the purpose of marketing products and services to the Customer.

(b) disclose information about the Customer to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Customer.

19.2 Where the Customer is an individual the authorities under clause 19.1 are authorities or consents for the purposes of the Privacy Act 1993.

19.3 The Customer shall have the right to request from the Seller a copy of the information about the Customer retained by the Seller and the right to request the Seller correct any incorrect information about the Customer held by the Seller.

 

20. Service of Notices

21.1 Any written notice given pursuant to these terms shall be deemed to have been given and received:

(a) by handing the notice to the other party, in person;

(b) by leaving it at the address of the other party as stated in herein or otherwise in writing;

(c) by sending it by registered post to the address of the other party as stated herein or otherwise in writing;

(d) if sent by email to the other party’s last known email address.

 

21. General

21.1 The failure by the Seller to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

21.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of New Zealand.

21.3 The Seller shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Seller of these terms (alternatively the Seller’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).

21.4 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by the Seller nor to withhold payment of any invoice because part of that invoice is in dispute.

21.5 Neither party shall assign or sub-contract all or any part of its rights and obligations under these terms without the written consent of the other party.

21.6 The Customer agrees that the Seller may amend these terms and conditions at any time. If the Seller makes a change to these terms and conditions, then that change will take effect from the date on which the Seller notifies the Customer of such change. The Customer will be taken to have accepted such changes if the Customer makes a further request for the Seller to provide Goods to the Customer.

21.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

21.8 Both parties warrant that they have the power to enter into these terms and have obtained all necessary authorizations to allow them to do so, they are not insolvent and that these terms and conditions create binding and valid legal obligations on them.