1.1 “Affordable Gourmet” shall mean Affordable Gourmet, or any agents or employees thereof.
1.2 “Customer” shall mean the Customer, any person acting on behalf of and with the authority of the Customer, or any person purchasing goods and services from Affordable Gourmet.
1.3 “Goods” shall mean:
1.3.1 all Goods of the general description specified on the front of this agreement and supplied by Affordable Gourmet to the Customer; and
1.3.2 all Goods supplied by Affordable Gourmet to the Customer; and
1.3.3 all inventory of the Customer that is supplied by Affordable Gourmet; and
1.3.4 all Goods supplied by Affordable Gourmet and further identified in any invoice issued by Affordable Gourmet 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 Affordable Gourmet or that are stored by the Customer in a manner that enables them to be identified as having been supplied by Affordable Gourmet; and
1.3.6 all of the Customer’s present and after-acquired Goods that Affordable Gourmet has performed work on or to or in which goods or materials supplied or financed by Affordable Gourmet have been attached or incorporated.
1.3.7 The above descriptions may overlap but each is independent of and does not limit the others.
1.5 “Price” shall mean the cost of the Goods as agreed between Affordable Gourmet and the Customer and includes all disbursements eg charges Affordable Gourmet pay to others on the Customer’s behalf subject to clause 4 of this contract.
2.1 Any instructions received by Affordable Gourmet from the Customer for the supply of Goods shall constitute a binding contract and acceptance of the terms and conditions contained herein. Once an order has been made you cannot cancel it.
3. COLLECTION AND USE OF INFORMATION
3.1 Your privacy is important to us and we treat customer information as strictly confidential. We will not reveal your personal information to third parties.
4.1 Where no price is stated in writing or agreed to orally the Goods shall be deemed to be sold at the current amount as such Goods are sold by Affordable Gourmet at the time of the contract.
4.2 All prices are stated in NZ dollars.
5.1 Unless otherwise agreed payment for goods and services shall be made at time of ordering.
5.2 Any expenses, disbursements and legal costs incurred by Affordable Gourmet in the enforcement of any rights contained in this contract shall be paid by the Customer, including any actual solicitor’s fees or debt collection agency fees.
6.1 Where a quotation is given by Affordable Gourmet 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 Affordable Gourmet reserve the right to alter the quotation because of circumstances beyond its control.
6.2 Where Goods are required in addition to the quotation the Customer agrees to pay for the additional cost of such Goods.
7.1 The Goods remain at Affordable Gourmet’ risk until delivery to the Customer.
7.2 Delivery of Goods shall be deemed complete when Affordable Gourmet 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.
8. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
8.1 Title in any Goods supplied by Affordable Gourmet passes to the Customer only when the Customer has made payment in full for all Goods provided by Affordable Gourmet and of all other sums due to Affordable Gourmet by the Customer on any account whatsoever. Until all sums due to Affordable Gourmet by the Customer have been paid in full, Affordable Gourmet has a security interest in all Goods.
8.2 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 Affordable Gourmet 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 Affordable Gourmet as security for the full satisfaction by the Customer of the full amount owing between Affordable Gourmet and Customer.
8.3 The Customer gives irrevocable authority to Affordable Gourmet 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 Affordable Gourmet 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. Affordable Gourmet 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. Affordable Gourmet 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 Affordable Gourmet reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
8.4 Where Goods are retained by Affordable Gourmet pursuant to clause 8.3 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.
8.5 The following shall constitute defaults by the Customer:
8.5.1 Non payment of any sum by the due date.
8.5.2 The Customer intimates that it will not pay any sum by the due date.
8.5.3 Any Goods are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Goods.
8.5.4 Any Goods in the possession of the Customer are materially damaged while any sum due from the Customer to Affordable Gourmet remains unpaid.
8.5.5 The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlord distrains against any of the Customer’s assets.
8.5.6 A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
8.5.7 Any material adverse change in the financial position of the Customer.
9. DISPUTES AND RETURNS
9.1 No claim relating to Goods will be considered unless made in writing within seven (7) days of delivery.
9.2 The invoice number must be stated when a claim is made for faulty goods;
9.3 No refunds or credits will be given by Affordable Gourmet on any goods sold as “seconds” or any goods sold at sale price or classed by Affordable Gourmet as “specials”. In addition, no refunds or credits will be given on any goods specifically ordered by the Customer for goods not normally stocked by Affordable Gourmet.
9.4 Affordable Gourmet specifically reserves the right to credit only the value of the goods as assessed by it.
10.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Affordable Gourmet 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 Affordable Gourmet, Affordable Gourmet’ 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.
10.2 Except as otherwise provided by clause 11.1 Affordable Gourmet shall not be liable for:
10.2.1 Any loss or damage of any kind whatsoever, arising from the supply of Goods by Affordable Gourmet to the Customer, including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods provided by Affordable Gourmet to the Customer; and
10.2.2 The Customer shall indemnify Affordable Gourmet against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Affordable Gourmet or otherwise, brought by any person in connection with any matter, act, omission, or error by Affordable Gourmet its agents or employees in connection with the Goods.
11.1 Manufacturer’s Warranties may apply.
12. CONSUMER GUARANTEES ACT
12.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Goods from Affordable Gourmet for the purposes of a business in terms of section 2 and 43 of that Act.
13. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
13.1 If the Customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for Affordable Gourmet 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 personally undertake as principal debtors to Affordable Gourmet the payment of any and all monies now or hereafter owed by the Customer to Affordable Gourmet and indemnify Affordable Gourmet 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.
14.1 Affordable Gourmet shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
14.2 Failure by Affordable Gourmet 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 Affordable Gourmet has under this contract.
14.3 If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.