FOOD TECH SOLUTIONS LTD
Terms and Conditions
1. Definitions and Interpretation
1. 1. In these Terms:
1.1.1 Buyer refers to the person, firm, company or corporate entity which orders Goods or Services from the Company
1.1.2 Company refers to Food Tech Solutions Limited
1.1.3 Goods means goods supplied by us
1.1.4 Services means services provided by us; and
1.1.5 Terms means these terms and conditions (as amended from time to time).
1.2 In these Terms
1.2.1 Headings are for convenience only and will not affect the interpretation of these Terms;
1.2.2 All references to legislation are references to New Zealand legislation in force and include any subordinate legislation,
by-law, regulation, order, statutory instrument or determination made under it, any re-enactment of,
or amendment to, that legislation and all legislation passed in substitution for that legislation; and
1.2.3 The term “includes” or “including” (or similar terms) is deemed to be followed by the words “without limitation”.
2. Application of Terms
of a business. Accordingly, the Buyer agrees that the Consumer Guarantees Act does not apply.
3.1 All orders placed with the Company for Goods or Services are accepted on the basis of these Terms.
3.2 On acceptance of the Buyer’s order a contract shall come into force governed by these Terms.
3.3 These Terms supersede all other terms, conditions and agreements between the Company and the Buyer and no variation
of these Terms will apply unless accepted in writing by the Company.
3.4 A contract between the Company and the Buyer will not include any terms and conditions contained in any document or other
instrument supplied by or on behalf of the Buyer (including any order from the Buyer) unless otherwise agreed in writing by the Company.
3.5 The Company is not obliged to accept any order for Goods or Services.
3.6 The Company may cancel an order at any time before delivery of Goods or provision of Services. Where the Company
cancels an order, it shall promptly repay to the Buyer any sums paid in respect of the order but shall not be otherwise liable to the Buyer.
4. Prices and Payment
4.1 The prices of the Goods or Services are (except in the case of manifest error or fraud) shown on the Company’s website, quotation
or otherwise provided by the Company.
4.2 Where a quotation is given by the Company, the quotation shall be valid for 30 days from the date of issue, but the Company may
withdraw the quotation at any time.
4.3 All prices are subject to variation in exchange rates, customs duties, taxes, freight, insurance rates, suppliers’ selling price
and labour costs which occur before delivery of the goods. 4.4 Prices quoted exclude Goods and Services Tax and any other tax imposed in relation to the goods. All such taxes are payable by the Buyer in
addition to the price of the goods.
4.5 Unless otherwise agreed by the Company all freight and dispatch charges are the responsibility of the Buyer.
4.6 The Buyer will pay for all Goods or Services, unless otherwise stated by the Company in writing, by the 20th day of the month
following the date of invoice.
5. Company’s Remedies
5.1 If the Buyer fails to make payment when due the Buyer will pay the Company
5.1.1 Interest at 1.5% per month or part month on the overdue debt from due date of payment.
5.1.2 All costs and expenses incurred by the Company (including fees payable to third parties on an indemnity basis) in recovering
any amounts unpaid amounts.
5.2 The legal and equitable title to Goods will not pass to the Buyer until payment in full for all Goods supplied by the
Company and all other amounts owing to the Company from the Customer have been received by the Company.
5.3 If payment is not made by due date, the Company will without prejudice to any other remedies, be entitled to re-take
possession of the Goods and hold them until payment in full has been received, or to re-sell the Goods and recover from
the Buyer the deficiency on re-sale plus costs of repossession.
5.4 The Company may register its security interest in any Goods on the Personal Property Securities Register.
6. Risk and Property
6.1 Ownership of Goods remains with the Company until payment in full has been received but risk passes to the Buyer on delivery.
7. Delivery of Goods
7.1 The Company will use its reasonable endeavours to fulfil any orders and to make delivery of the Goods at any time that has been agreed
but time will not be of the essence and the Company will not be responsible for any loss or damage sustained by the Buyer by reason of any
delay in delivery or any failure to fulfil an order or make delivery, how so ever caused.
7.2 Delivery will be deemed complete when the Goods are transported to the Buyer’s premises or to the place agreed by the Company
in its quotation or acceptance.
7.3 The Company reserves the right to deliver Goods in instalments, and each instalment is deemed to be a separate contract under the
same provisions as the main contract.
8. Warranties and Liability
8.1 In respect of Goods the Company warrants as follows (subject to the other provisions of this clause 8):
8.1.1 It has the right to sell the Goods;
8.1.2 The Goods match the description;
8.1.3 The Goods comply with any agreed specifications.
8.2 Apart from the warranties above or any express warranties provided by the Company in relation to particular Goods the Company makes
no representations and gives no assurances, warranties or guarantees to the Buyer in relation to the Goods or the Services.
To the maximum extent permitted by law, any warranty or guarantee implied by law,custom or practice is excluded.
8.3 Without limiting 8.2 the Company does not provide any warranty greater than any warranties provided by the supplier of the Goods to the Company.
8.4 To the maximum extent permitted by law the Company is not liable to the Buyer for any indirect or consequential loss or
damage of any kind however arising and the Company’s monetary liability to the Buyer shall in any event be limited to the price of the
Goods or Services in question or what the Company obtains from the supplier of the Goods in question for the default, whichever is the less.
8.5 To the maximum extent permitted by law the Company is not liable to the Buyer for any loss or damage arising directly or indirectly
from the Goods or Services provided by the Company.
8.6 For the avoidance of doubt nothing in these Terms is intended to limit or exclude any liability that cannot be excluded by law.
9. Defective Goods
9.1 Goods which do not comply with any warranties provided by the Company shall at the Company’s discretion be repaired or
replaced (subject to availability of replacement goods).
9.2 Any right which the Buyer may have to reject non-conforming or defective Goods shall only be effective if:
9.2.1 The Buyer notifies the Company in writing within three months following delivery
9.2.2 The Goods (where applicable) have only been employed under normal conditions of use; and
9.2.3 The Company is given the opportunity to inspect the Goods.
10.1 The Company is not obliged to accept return for Goods that are not defective but any requests for returns must be made within 14 days
of delivery of the Goods.In each case,the relevant invoice numbers must be quoted and an authorisation for return must be obtained from
the Company and quoted on all documentation returned with the goods.
10.2 If the Company agrees to accept a return of Goods, the Company reserves the right to charge a re-stocking fee of $10.00 per order.
Delivery charges will not be refundable if the Company agrees to accept a return of Goods.
11.1 The Company shall not be liable for any delay or failure to comply with its obligations under these Terms which are caused by any act of God,
terrorism, war, strike, lock out,industrial action, flood, storm or other event beyond the reasonable control of the Company.
11.2 None of the Company’s agents or representatives are authorised to make any representations, statements, conditions or agreements not
expressed by a director of the Company in writing nor is the Company bound by any such unauthorised statements.
11.3 The Company does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy.
11.4 The rights powers and remedies provided in these Terms are cumulative and not exclusive of any rights powers or remedies provided by law.
11.5 If any of these Terms shall become invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the
remaining provisions will not be affected, prejudiced or impaired.
11.6 The Company may license or sub-contract all or any of its rights or obligations without the Buyer’s consent.
12. Governing Law
12.1 These Terms and any contract evidenced by these Terms is governed by the laws of New Zealand.
12.2 The Buyer submits to the non-exclusive jurisdiction of the courts of New Zealand.