24-Aug-14

Conditions of Sale

TERMS OF TRADE

1. Definitions

1.1 TNPN shall mean Taupo Native Plant Nursery Limited, its successors and assigns or any person acting on behalf of and with the authority of Taupo Native Plant Nursery Limited.
1.2 “Customer” shall mean the Customer (or any person acting on behalf of and with the authority of the Customer) as described on any quotation, Credit Account Application Form, Order Form or other form as provided by TNPN to the Customer.
1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis.
1.4 “Goods” shall mean all goods supplied by TNPN to the Customer (and where the context so permits shall include any supply of Goods as hereinafter defined), all such goods shall be as described on the invoices, quotation, catalogue or any other forms provided by TNPN to the Customer and shall include any advice or recommendations.
1.5 “Price” shall mean the price payable for the Goods as quoted or stated by TNPN to the Customer by way of written or verbal quote, also as displayed on a current pricing list or catalogue.

 

2. Acceptance

2.1 Any instructions received by TNPN from the Customer or the Customer’s acceptance of goods supplied by TNPN shall constitute acceptance of the terms and conditions contained herein, these are printed in the catalogue, on quotation or available on request.
2.2 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.
2.3 Upon acceptance of these terms and conditions by the Customer the terms and conditions are binding and can only be amended with the written consent of TNPN.
2.4 The Customer shall give TNPN not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer or any change in the Customer’s name and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s address, fax number, or business practice). The Customer shall be liable for any loss incurred by TNPN as a result of the Customer’s failure to comply with this clause.
2.5 Goods are supplied by TNPN only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Customer’s order notwithstanding that any such order is placed on terms that purport to override these terms and conditions of trade.

 

3. Price and Payment

3.1 At TNPN’s sole discretion the Price shall be either:
(a) As indicated on invoices provided by TNPN to the Customer in respect of the Goods supplied; or
(b) TNPN’s current pricing sheet contained within the catalogue or available on request.
(c) TNPN’s quoted Price (subject to clause 3.2) which shall be binding upon TNPN provided that the Customer shall accept TNPN’s quotation in writing within twenty one (21) days of issue.
(d) TNPN has made every endeavour to ensure that all prices given in the Catalogue (including freight) are correct at time of going to press, However, all prices are subject to change and the Company reserves the right to amend prices as deemed necessary.
3.2 TNPN reserves the right to change the Price in the event of a requested variation to TNPN’s quotation.
3.3 Payment for all orders is required before order is dispatched by way of Direct Credit or credit card (mastercard or visa only) unless a credit account has been approved by management. A credit account application form is available on request.
3.4 Payment of invoices charged to an approved account shall be due twenty (20) days following the end of the month in which a statement/ invoice is posted to the Customer’s address or address for notices.
3.5 Payment will be made by cash, or by cheque, or by any other method as agreed to between the Customer and TNPN.
3.6 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
3.7 Orders
(a) Anyone can become a customer, there is no minimum order requirement.
(b) Orders can be placed through TNPN’s website, by email, fax, in writing, or phone. When placing an order, the customer must state the preferred container size, the number of plants for each species and any special offer quote/price that applies. In the case of an inability to supply certain varieties an alternative will be supplied with the consent of the customer.
(c) Orders must be placed at least five working days prior to dispatch or collection and up to 10-15 working days in advance during the main sales season of April to September inclusive. Order dispatch is on a ‘first-in-first-served’ basis. If the order is urgent the customer may inform TNPN of this fact and TNPN will endeavour to accommodate the customer, taking into account existing orders.
(d) Special Packs/Plant Pack – These packs are made up of a mixture of plants and are competitively priced. Plant mixtures are determined by TNPN. By choosing to order a pack, the Customer agrees to accept the selection of plants provided. Requests to include/exclude or substitute more than one species from a pack is not possible. In such instances, the Customer has the option to purchase their plants individually.
(e) Specials/Updates list – Customers are required to quote the relevant Specials and Update List when ordering from this list. All orders received will be treated as general catalogue orders unless otherwise specified on the order.
3.8 Dispatch of Orders
(a) Please see ‘Freight Costs and Details’ at the start of the Current Catalogue for details on delivery timings and options. The information provided in this section forms part of the Terms of Trade.
(b) Orders are dispatched as soon as possible after an order has been placed (see Placing Orders for timings). Large ($1000+) can be held by arrangement and will require a non-refundable minimum advance payment of 15%, unless agreed otherwise by TNPN.
(c) Plants can be purchased outside the normal planting period and will survive comfortably in their containers when watered regularly. This has the advantage of allowing the plant to adjust to the local environment.

 

4. Delivery of Orders

4.1 At TNPN’s sole discretion delivery of the Goods shall take place when:
(a) TNPN provides the Goods at TNPN’s address; or
(b) TNPN provides the Goods at the Customer’s nominated address.
4.2 Delivery of any Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.
4.3 TNPN may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid
for in accordance with the provisions in these terms and conditions.
4.4 The failure of TNPN to deliver shall not entitle either party to treat this contract as repudiated.
4.5 TNPN shall not be liable for any loss or damage whatsoever due to failure by TNPN to deliver the Goods (or any of them) promptly or at all where due to circumstances beyond the control of TNPN.


5. Risk

5.1 The risk in the goods will pass from TNPN to the Customer upon loading onto a transport operator bound for the Customer’s nominated delivery address.
5.2 Goods damaged or stolen after delivery are the responsibility of the Customer for all purposes.


6. Title

Notwithstanding the passing of risk, the Customer agrees the legal ownership of the goods, which are sold by TNPN to the Customer, shall remain with TNPN until payment in full of all goods purchased has been received.
6.1 Receipt by TNPN of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then TNPN’s ownership or rights in respect of the Goods shall continue.
 

7. Loss, Damage or Defects

7.1 Claims for loss or damage are to be made to the last carrier immediately. Please also advise TNPN of any problems/claims lodged with the last carrier. TNPN accepts no responsibility for any damage that may occur after dispatch of the Goods.
7.2 The Customer shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify TNPN of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford TNPN an opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which TNPN has agreed in writing that the Customer is entitled to reject, TNPN’s liability is limited to either (at TNPN’s discretion) replacing the Goods or repairing the Goods.

 

8. Returns of Goods

8.1 Returns of Goods will only be accepted provided that:
(a) TNPN has agreed in writing to accept the return of the Goods; and
(b) The Goods are returned at the Customer’s cost within eight (8) days of the delivery date; and
(c) TNPN will not be liable for Goods which have not been stored or planted in a proper manner; and
(d) The Goods are returned in the condition in which they were delivered and with all packaging material, information cards and instruction material in as new condition as is reasonably possible in the circumstances.
8.2 TNPN may (at their sole discretion) accept the return of Goods for credit but this may incur a handling fee of
up to twenty-five percent (25%) of the value of the returned Goods plus any freight costs.

 

9. Warranty

9.1 For Goods not produced by TNPN, the warranty shall be the current warranty provided by the manufacturer of the Goods. TNPN shall not be bound by nor be responsible for any term, condition,
representation or warranty other than that which is given by the manufacturer of the Goods.

 

10. Consumer Guarantees Act 1993

10.1 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 TNPN to the Customer.
 

11. Default & Consequences of Default

11.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of (2.5%) per calendar month and such interest shall compound monthly at such a rate after as well as before any judgement.
11.2 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify TNPN from and against all costs and disbursements incurred by TNPN in pursuing the debt including legal costs on a solicitor and own Customer basis and TNPN’s collection agency costs.
11.3 Without prejudice to any other remedies TNPN may have, if at any time the Customer is in breach of any obligation (including those relating to payment), TNPN may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions. TNPN will not be liable to the Customer for any loss or damage the Customer suffers because TNPN has exercised its rights under this clause.
11.4 If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten percent (10.00%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for administration fees which sum shall become immediately due and payable.

 

12. Cancellation

12.1 TNPN may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice TNPN shall repay to the Customer any sums paid in respect of the Price. TNPN shall not be liable for any loss or damage whatever arising from such cancellation.
12.2 In the event that the Customer cancels the delivery of Goods the Customer shall be liable for any loss incurred by TNPN (including, but not limited to, any loss of profits) up to the time of cancellation.

 

13. Privacy Act 1993

13.1 The Customer and the Guarantor/s (if separate to the Customer) authorises TNPN to:
(a) collect, retain and use any information about the Customer and/or Guarantors, for the purpose of assessing the Customer’s and/or Guarantors creditworthiness or marketing products and Goods to the Customer and/or Guarantors;
And (b) disclose information about the Customer and/or Guarantors, whether collected by TNPN from the Customer
and/or Guarantors directly or obtained by TNPN from any other source, 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 and/or Guarantors.
13.2 Where the Customer and/or Guarantors are an individual the authorities under clause 17.1 are authorities or consents for the purposes of the Privacy Act 1993.
13.3 The Customer and/or Guarantors shall have the right to request TNPN for a copy of the information about the Customer and/or Guarantors retained by TNPN and the right to request TNPN to correct any incorrect information about the Customer and/or Guarantors held by TNPN.

 

14. General

14.1 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.
14.2 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.
14.3 TNPN 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 TNPN of these terms and conditions.
14.4 In the event of any breach of this contract by TNPN the remedies of the Customer shall be limited to damages
which under no circumstances shall exceed the Price of the Goods.
14.5 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 TNPN nor to withhold payment of any invoice because part of that invoice is in dispute.
14.6 TNPN may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
14.7 TNPN reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which TNPN notifies the Customer of such change.
14.8 The provisions of the Contractual Remedies Act 1979 shall apply to this contract as if section 15(d) were omitted
from the Contractual Remedies Act 1979.
14.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action,
fire, flood, drought, storm or other event beyond the reasonable control of either party.
14.10 The failure by TNPN to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect TNPN’s right to subsequently enforce that provision.

 

ALL PRICES QUOTED IN THIS CATALOGUE ARE IN NEW ZEALAND DOLLARS AND, UNLESS STATED OTHERWISE, DO NOT INCLUDE GST AND REPLACE PREVIOUS PRICES

THERE ARE NO EXTRA CHARGES FOR PLANT CONTAINERS.

 

Please  Note:  That All Trays Used With Our Truck Deliveries  Remain The Property Of The Nursery.

Non return of trays will incur a $4.00 charge.