Terms & Conditions
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1.AGREEMENT
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1.1These terms of trade (Terms of Trade) shall apply to the sale and supply of goods and services by New Flourish Trade Limited trading as Ideal Flooring to its customers (Customer).
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2.DEFINITIONS
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2.1Goods means all goods available for purchase including but not limited to flooring products from Ideal Flooring from time to time.
Order has the meaning set out in clause 3.3.
Price means the price payable for Goods and/or Services set out in an Order that has been accepted by Ideal Flooring pursuant to clause 3.2 as specified in a quote, or where no valid quote has been provided then calculated in accordance with Ideal Flooring’s then current standard price list and rates.
Services means all services supplied, or agreed to be supplied by Ideal Flooring, including without limitation the installation of Goods.
Website means https://www.idealflooring.co.nz/
Working Day has the meaning provided in the Companies Act 1993 as applicable to the Waikato region.
3.ORDERS AND SUPPLY
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3.1Quote: Ideal Flooring may issue quotes to the Customer from time to time. The pricing and/or rates set out in a quote shall be valid for the period specified in the quote, or if no period is specified, 30 days from the date of the quote, unless withdrawn by Ideal Flooring earlier.
3.2Placing Orders: The Customer may place an order to purchase Goods and/or Services via telephone, email or by accepting a valid quote by telephone, email or other method accepted by Ideal Flooring (Order).
3.3Cancellation: A Customer may not revoke, cancel or vary an Order unless otherwise agreed in writing by Ideal Flooring. If the Customer wants to change or cancel an Order, it should contact Ideal Flooring immediately. Change of Order or cancellation is at Ideal Flooring’s sole discretion.
3.4Acceptance: The Customer acknowledges that Ideal Flooring’s acceptance of an Order (in whole or in part) is subject at all times to Ideal Flooring’s sole discretion.
3.5Supply: Ideal Flooring may in its discretion cancel all or part of an Order or any other request to supply Goods and/or Services, including without limitation if any Goods are out of stock, are on back order, are unavailable for any reason, are unable to be sourced within a reasonable time, or if any Services are unable to be performed. Ideal Flooring will refund any amount paid in advance by the Customer for Goods and/or Services that have been cancelled by Ideal Flooring.
3.6Delivery: If requested by the Customer, or included in an Order, Ideal Flooring will arrange delivery of the Goods to the Customer’s nominated delivery location. Delivery shall be at the Customer’s cost unless otherwise agreed in writing by Ideal Flooring. If delivery is not requested by the Customer, all Goods shall be collected by the Customer or the Customer’s agent from a location nominated by Ideal Flooring. Any time frame provided for delivery or collection is an estimate only, and shall not be binding on Ideal Flooring.
3.7Assembly and installation: If requested by the Customer, or included in an Order, Ideal Flooring will, at the Customers cost, arrange for the Goods to be assembled and installed, at the Customer’s nominated delivery location. If the Customer has any special requirements for assembly and installation, these should be notified to Ideal Flooring prior to assembly and installation taking place. If assembly and installation is not provided for in an Order, the Customer shall arrange installation at its own risk and cost.
3.8Subcontractors: Ideal Flooring may subcontract one or more subcontractors to undertake all or part of the Services, in its sole discretion.
3.9Returns: If Ideal Flooring agrees to vary or cancel an Order in accordance with clause 3.3 after delivery or collection of Goods has taken place, the Customer shall be responsible for the costs of returning the Goods to Ideal Flooring and Ideal Flooring may charge a fee of up to 20% of the Price of the Goods to cover the costs of handling and restocking the Goods. Goods should be returned to Ideal Flooring at 25C Norman Hayward Place, Te Rapa, Hamilton or other location notified by Ideal Flooring in writing. Return of Goods will only be accepted if the packaging is undamaged, in a suitable condition for resale, and accompanied by the original purchase invoice. Goods cannot be returned or exchanged once assembled or installed except in accordance with a valid warranty claim under clause 6.
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4.PRICE AND PAYMENT
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4.1Invoice: Ideal Flooring will invoice the Customer for the Price upon acceptance of an Order.
4.2Deposit: If Ideal Flooring has agreed to provide assembly and installation of Goods, the Customer must pay at least 50% of the Price as a deposit, being an advanced part payment of the Price for the Goods and/or Services, prior to the day on which assembly and installation is to take place, unless otherwise specified in writing by Ideal Flooring.
4.3Payment: The Price, less any deposit received by Ideal Flooring is payable by the Customer in full as specified in an invoice, or where no time frame is specified within 7 days of the date of the invoice. In any event, where the Customer is purchasing Goods the Customer must pay the Price for the Goods prior to collection or delivery of the Goods.
4.4Method: Payments shall be made in cleared funds, without deduction or setoff. Electronic payments shall be made to Ideal Flooring’s nominated bank account and include the applicable reference number in the currency specified in the invoice.
4.5GST: All amounts payable by the Customer, including without limitation the Price are exclusive of, and plus, GST.
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5.FAILURE TO COMPLY
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5.1If the Customer fails to pay any amounts owing by the due date, or is otherwise in breach of these Terms of Trade, Ideal Flooring may, in its sole discretion, without prejudice to any other rights and remedies, do any one or more of the following:
(a)suspend provision of the Goods and/or Services, cancel any Order, terminate (in whole or in part) the supply of Goods and/or Services, or terminate these Terms of Trade, by providing written notice to the Customer;
(b)charge interest at a rate of 12% per annum, calculated on a daily basis from the due date for payment until Ideal Flooring receives payment in full;
(c)enforce any security held; and
(d)take legal action to recover the amounts owing including interest, appoint a collections agent, or other third party to collect the amounts owing.
5.2All costs and expenses associated with any action in clause 5.1 (including legal costs as between solicitor and client), shall be paid by the Customer in addition to the amount owing.
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6.WARRANTIES
6.1Service warranties: Ideal Flooring warrants that where Ideal Flooring performs the Services that the Services shall be performed in a workmanlike manner, in accordance with industry standard practice. The Customer can make a claim under this Services warranty in accordance with clause 6.4 within two years of the Services being provided, after which time the Services warranty shall expire.
6.2Service Warranty Exclusion: Ideal Flooring does not give any warranty, representation, guarantee or condition of sale, that any specific results, outcomes or performance can be achieved or expected from the use of the Services.
6.3Goods: With respect to Goods that are manufactured by a third party and resold by Ideal Flooring to the Customer:
(a)Ideal Flooring will use its reasonable endeavours to pass on the benefit of any associated manufacturer warranty to the Customer, if applicable. For the avoidance of doubt, Ideal Flooring does not to the extent permitted by law, give any warranties in addition to those provided by the original manufacturer (if any); and
(b)Ideal Flooring will provide reasonable assistance where the Customer wishes to make a claim against a manufacturer’s warranty.
6.4Warranty claims: Subject to applicable law, in the event that the Customer suspects a breach of any applicable warranty in respect of the Goods and/or Services, the Customer shall immediately notify Ideal Flooring. Where Ideal Flooring is satisfied (in its sole discretion) that Ideal Flooring has breached an applicable warranty, Ideal Flooring may elect to (in its sole discretion), but subject to applicable law:
(a)make good any defect in the Goods and/or Services (where possible);
(b)provide a refund to the Customer for the Goods;
(c)reperform the Services; or
(d)replace the Goods.
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7.CONSUMERS
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7.1Consumer legislation: If the Customer is a consumer, then the Customer acknowledges that in addition to the warranties provided in clause 6, the Consumer Guarantees Act 1993 (CGA) applies.
7.2Consumer Rights: Where the Customer is a consumer their rights under clause 7.1 are not affected by clause 8, including any limitation on liability (Consumer Rights). The Customer may have other rights in addition to Consumer Rights, however such other rights are, to the extent permitted by applicable law, subject to the limitations of liability set out clause 9.1 (Other Rights).
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8.BUSINESS CUSTOMERS
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8.1Exclusion of CGA: If the Customer is a business or are in trade (Business User), then they agree except as otherwise expressly set out in clause 6, to the extent permitted by applicable law:
(a)the implied conditions and warranties set out in the Consumer Guarantees Act 1993 are excluded; and
(b)except as expressly set out in these Terms of Trade, the Good and/or Services are provided on an ‘as is’ basis, and all implied terms, conditions and warranties are excluded.
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9. LIABILITY
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9.1The following limitations and exclusion of liability apply in respect of Business Users and in respect of any Other Rights the Customer may have:
(a)neither party will be liable to the other whatsoever for any indirect loss, consequential loss, loss of profit, loss of bargain, loss of business opportunity or exemplary damages suffered by either party or any other person, loss arising out of or flowing from any pre-contractual misrepresentation, forecast or breach of these Terms of Trade, whether contemplated by these Terms of Trade or not, and whether actionable in contract, tort (including negligence), equity or otherwise.
(b)in the event that Ideal Flooring is found liable for any loss or damages, including any loss or damages set out in 9.1(a) above, such loss or damages will be limited in aggregate to the Price paid by the Customer as at the date that the first claim is received by Ideal Flooring, and is inclusive of all claims made against Ideal Flooring by the Customer pursuant to these Terms of Trade.
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10.RISK AND OWNERSHIP
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10.1Risk: Risk in the Goods shall transfer to the Customer on collection, or where delivery is to be arranged by Ideal Flooring, on delivery to the Customer’s nominated delivery location. The Customer shall insure the Goods from the point that risk transfers to the Customer.
10.2Title: Title in the Goods shall not transfer to the Customer until the Price has been received in full by Ideal Flooring.
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11.PERSONAL PROPERTY SECURITIES ACT 1999
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11.1Grant: To secure payment of the Price and any other amounts due pursuant to these Terms of Trade from time to time, and all of the Customer’s other obligations pursuant to these Terms of Trade, the Customer grants to Ideal Flooring a security interests in the Goods, and over all of the Customer’s present and after acquired personal property.
11.2Cooperation and waiver: The Customer agrees to if required by Ideal Flooring:
(a)co-operate in good faith with Ideal Flooring to execute the documentation required to register a security interest in favour of Ideal Flooring on the Personal Property Securities Register and protect Ideal Flooring’s interest in the Goods; and
(b)waive any right to receive a copy of the verification statement, pursuant to section 148 of the New Zealand Personal Property Securities Act 1999.
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12.MISCELLANEOUS
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12.1Dispute resolution: The parties will endeavor to resolve any disputes in relation to these Terms of Trade and the supply of Goods and/or Services between them cooperatively in the first instance, prior to seeking resolution through the Courts.
12.2Intellectual Property: Ideal Flooring shall retain ownership of all intellectual property rights in respect of all plans, drawings and written material, whether new or existing, created or developed by Ideal Flooring or its employees and contractors. The Customer shall not copy or use any such plans, drawings or written material unless Ideal Flooring has consented in writing on each occasion.
12.3Confidentiality: The content of these Terms of Trade all of Ideal Flooring’s information, which by designation or by its nature, is intended to be treated as confidential will be confidential information for the purposes of these Terms of Trade (Confidential Information). The Customer will not, without the prior written consent of Ideal Flooring, use or disclose any Confidential Information to any third party, except as required pursuant to law or a Court of competent jurisdiction.
12.4Governing Law: These Terms of Trade shall be governed by the laws of New Zealand and, subject to clause 12.1, the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
12.5Communications: The Customer agrees that Ideal Flooring may provide all general communications, including the provision of invoices and statements, to the Customer’s nominated email address, and a physical copy is not required to be posted. In addition, the Customer consents to Ideal Flooring providing electronic marketing messages to the Customer, unless the Customer opts out by notifying Ideal Flooring in writing or unsubscribing.
12.6Notices: Notices will be sufficiently given if posted or successfully transmitted by email to the intended recipient at their last known address, which in the case of Ideal Flooring is sales@idealflooring.co.nz].
12.7Assignment: The Customer shall not assign or otherwise transfer or encumber its rights or obligations under these Terms of Trade except with the prior written consent of Ideal Flooring.
12.8Waiver: A party will not have waived or be deemed to have waived any provision of these Terms of Trade unless the waiver is in writing and signed by that party.
12.9Survivorship: Termination of these Terms of Trade for any reason will not affect such rights and obligations of the parties as are intended to survive the termination.
12.10No relationship: These Terms of Trade do not create any relationship of partnership, employment, agency or joint venture between the parties.
12.11Variation without notice: Ideal Flooring may amend these Terms of Trade at any time without notice to you where Ideal Flooring think that the amendment is:
(a)minor;
(b)is to correct an error;
(c)is to comply with any law or regulatory directive; or
(d)will not have a material adverse effect on the Customer.
12.12Variation with notice: All changes other than those set out in clause 12.11 will be notified to you by email and/or notification on our Website. Any future purchase of Goods and/or Service will be subject to the new Terms and Conditions.
12.13Severability: Should any part or provision of these Terms of Trade be held unenforceable or in conflict with any applicable laws or regulations, the invalid or unenforceable part or provision will be replaced with a provision which accomplishes, to such extent as possible, the original business purpose of the part or provision in a valid and enforceable manner, and the remainder of these Terms of Trade will remain binding on the parties.
12.14Entire Agreement: These Terms of Trade constitute the sole understanding of the parties and supersedes all prior understandings, written or oral, which will be of no further force or effect.