“Buyer” shall refer to the buyer, any person acting on behalf or and with the authority of the Buyer, or any person purchasing Goods from us.
“Goods” shall refer to any Goods delivered by EcoLuxe Living (as more fully described in any invoice or other sales record issued by EcoLuxe Living) to you or your agent, including freight and handling charges incurred in doing so al l of which form part of these terms and conditions.
“EcoLuxe Living” shall refer to EcoLuxe Living Limited, or any agents or employees thereof.
“Price” shall refer to the cost of the Goods, and includes all disbursements.
1. ACCEPTANCE AND CONDITIONS
1.1 All orders are subject to acceptance and confirmation by EcoLuxe Living
1.2 EcoLuxe Living reserves the right to:
a). Grant or decline credit to any Buyer and to suspend or cancel any pre-existing credit accounts upon written notice
b). Impose a credit limit, which may be altered at our discretion. If at any time this limit is exceed, EcoLuxe Living may withhold further deliveries until a satisfactory arrangement has been agreed upon.
c). Limit promotional channels
1.3 Unless otherwise agreed in writing, the Buyer shall not:
a). Appoint any Agent, Sub-Agent, Person or Entity to re-sell the Goods
b). Sell the Goods to any Person or Entity whom they know or have reason to believe intends to re-sell the Goods
c). Sell through third party website or other marketplace channels such as Amazon, Ebay, Trademe, Etsy etc.
Once an order has been submitted by the Buyer, the Buyer is contractual ly committed to carry out the sale at the agreed price unless otherwise agreed to in writing by both parties.
3.1 Full payment must be received by EcoLuxe Living before the Goods will be shipped unless otherwise agreed to in writing by both parties. I f costs apply which are indeterminable in advance of shipping, such as some or all potential shipping costs, these wi l l be invoiced separately. Once funds have cleared, EcoLuxe Living will dispatch the order within 5 working days.
3.2 Payment on invoices is due on the 20t h of the following month, unless otherwise agreed to in writing by both parties. EcoLuxe Living will accept payment by direct bank transfer only.
3.3 A 2.5% monthly late charge wi l l be levied on overdue account balances. If at 60 days the debt remains unpaid EcoLuxe Living has the right to charge an administration fee at 10%, this is a recurring monthly fee thereafter.
3.4 Collection costs will be added to the debt in the event that the debt is not paid by the due date and al l costs incurred in the recovery of the debt are payable by the debtor (person, company, partnership, trust, organisation or any other entity that owes a debt to EcoLuxe Living) .
3.5 Should litigation ensue the costs of solicitors are payable by the debtor.
3.6 Payments for sales within New Zealand wi l l be made in New Zealand dollars.
4. PAYMENT FOR NEW BUYERS
New Buyers must complete the Wholesale Application Form as supplied by EcoLuxe Living. Full payment must be received by EcoLuxe Living before the Goods will be shipped unless otherwise agreed to in writing by both parties. Once funds have cleared, EcoLuxe Living will dispatch the order within 5 working days.
5. ORDERING PROCEDURE
An EcoLuxe Living Wholesale Application Form must be correctly filled out, signed by the Buyer and approved by EcoLuxe Living. Once the Form has been approved EcoLuxe Living the Buyer can proceed with placing an order and is legally bound to the agreements therein including these Wholesale Terms and Conditions of Sale.
After the placement of an order EcoLuxe Living will provide the Buyer with a Sales Confirmation. Once a Sales Confirmation has been issued, the Buyer is legally bound to the order and any agreements therein including these terms and conditions.
6. RETENTION OF TITLE
Title to the Goods shall remain vested in EcoLuxe Living and shall not pass to the Buyer until the Purchase Price for the Goods has been paid in full and received by EcoLuxe Living. Until title to the Goods passes:
a) EcoLuxe Living shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the Goods;
b) EcoLuxe Living and its agents and employees shall be entitled at any time and without the need to give notice enter upon any property upon which the Goods or any part are stored, or upon which EcoLuxe Living reasonably bel ieves them to be kept;
c) The Buyer shall store or mark the Goods in a manner reasonably satisfactory to EcoLuxe Living indicating that title to the Goods remains vested in EcoLuxe Living;
d) Irrespective of whether title to the Goods remains vested in EcoLuxe Living, risk in the Goods shall pass to the Buyer upon delivery. The Buyer shall insure the Goods to their full replacement value.
7. SHIPPING TERMS
Goods are delivered within New Zealand by courier. Freight is covered by The Buyer and the courier charge wi l l be specified on the invoice being the amount of $12.50 New Zealand wide, with $4 surcharge for rural addresses. Wholesale orders do not qualify for retail shipping discounts on our website.
GST is not included in the wholesale price and will be invoiced additionally to the agreed Price at 15%.
9.1 Force majeure
No Party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster) , war, invasion, act of foreign enemies, hostilities (whether war is declared or not) , civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or [telephone service] , and no other Party wi l l have a right to terminate this agreement in such circumstances. Any Party asserting Force Majeure as an excuse shall have the burden of proving that reasonable steps were taken (under the circumstances) to minimise delay or damages caused by foreseeable events, that al l non-excused obligations were substantially fulfilled, and that the other Party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.
9.2 If a delivery date is agreed (i.e., as stated on the Sales Confirmation) , it is an estimate only and EcoLuxe Living will use all reasonable endeavours to deliver by such date.
10.1 EcoLuxe Living may cancel this contract at any time by giving written notice. EcoLuxe Living shall not be liable to any loss or damage whatsoever arising from such cancellation.
10.2 Cancellation or alteration to the order by the Buyer after the order close of f date as stated on the order form may be subject to a cancellation fee representing 50% of the value of the cancel led order at the discretion of EcoLuxe Living.
10.3 Cancellation of any order by the Buyer must be submitted in writing. EcoLuxe Living has no obligation to accept cancellation of any part of the order once the order has been submitted by the Buyer. Decisions regarding the acceptance of any part of the order are at the discretion of EcoLuxe Living.
11. RISK OF LOSS
Once the Goods have been delivered and signed by the Buyer all risk of loss is the responsibility of the Buyer .
12. INSPECTION OF GOODS ON RECEIPT
Unless the Buyer has inspected the Goods and given written notice EcoLuxe Living within seven (7) days after delivery that the Goods do not comply with the relevant specifications or descriptions , the Goods are deemed to have been accepted in good order and condition.
13. RETURN OF GOODS
No returns will be accepted unless EcoLuxe Living has previously agreed in writing. If EcoLuxe Living agrees to the return of Goods, they must be unsoiled, undamaged and in a re-saleable condition (or Buyer pays for all costs of replacement or repair) and delivered free to EcoLuxe Living premises unless otherwise agreed by EcoLuxe Living in writing.
At times, Goods will not be produced, or will be produced but not be up to the quality expected by EcoLuxe Living. While every attempt will be made to avoid nondelivery, if such a situation arises, non-delivery of Goods will be accepted by the Buyer and EcoLuxe Living will accept no liability for resulting losses to the Buyer.
The Buyer will not be invoiced for non-delivered Goods.
EcoLuxe Living will insure the Goods up until delivery to the Buyers specified
location. Thereafter, the Goods are the responsibility of the Buyer.
16.1 EcoLuxe Living warrants that the Goods delivered meet the Buyers specifications as stated on the ‘Order Form’ and signed ‘Sales Confirmation’ . Once delivered the Buyer assumes all risk and liability resulting from use of the Goods.
16.2 If any fault is evident within the Goods, that is a result of faulty manufacturing EcoLuxe Living will replace the Goods. If the Goods are no longer in stock a credit will be offered.
If any fault in the Goods is deemed to be from misuse, wear and tear, tampering or not following care instructions no refund or replacement will be offered.
18. NO SALE BY DESCRIPTION OR SAMPLE
Unless otherwise expressly agreed in writing, EcoLuxe Living does not warrant that the Goods conform to any specific description or sample. EcoLuxe Living reserves the right to alter or remove its product dimensions, drawings, specifications, designs, materials, components, fabrics, patterns, printing techniques, colours, printed materials, packaging, promotional material , construction methods and/or offers included with purchase. EcoLuxe Living may do so without notice. Any such alterations shall not impose upon EcoLuxe Living an obligation to alter Goods that it already delivered to the Purchaser. Any description of the Goods, whether given verbally or appearing in EcoLuxe Living sales literature, catalogues or otherwise, shall not constitute a sale by description, unless EcoLuxe Living expressly agrees in writing that such description forms a condition of sale. An inspection by the Buyer of the Goods, or a demonstration of the Goods, shall not constitute a sale by sample.
Unless otherwise expressly agreed in writing, it is not a condition of sale that the Goods correspond precisely with the dimensions and specifications appearing in any product literature or with any sample that may have been shown or demonstrated to the Buyer . All samples remain the property of EcoLuxe Living, unless stated otherwise.
19. PRIVACY ACT 1993
19.1 EcoLuxe Living may search the PPSR and collect from it any information about and/or associated with the Buyer permissible under the Privacy Act 1993 for credit application assessment purposes
19.2 EcoLuxe Living shall hold any information associated with the Buyer in order to perform its obligations to supply any Goods
19.3 EcoLuxe Living may provide any Solicitor, Debt Collection Agency, or any other Business associated with the purpose of collecting monies, information about the Buyer
20. PERSONAL PROPERTY SECURITIES ACT 1999
20.1 Upon assessing to these terms and conditions of sale the Buyer acknowledges and agrees that:
a) These terms and conditions of sale constitute a security agreement for the purposes of the PPSA; and
b) A security interest is taken in all Goods previously supplied by EcoLuxe Living to the Buyer (if any) and all the Goods that will be supplied in the future by EcoLuxe Living to the Buyer during the continuance of the parties relationship,
20.2 The Buyer undertakes to:
a) sign any further documents and/or provide any further information, such information to be complete, accurate and up-to-date in all respects, EcoLuxe Living may reasonably require to register a financing statement or financing charge statement on the Personal Property Securities Register;
b) not register a financing charge statement or a charge demand without the prior written consent of EcoLuxe Living;
c) give EcoLuxe Living not less than fourteen ( 14) days prior written notice of any proposed change in the Buyer’s name and/or other change in the Buyer’s details (including but not limited to changes in the Buyer’s address, fax number, email or business practice) and
d) immediately advise EcoLuxe Living of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales
e) EcoLuxe Living and the Buyer agree that nothing in 1 14( 1 ) (a), 133 and 134 of the PPSA shall apply to the Terms and Conditions of Sale.
f ) The Buyer waives its rights as a debtor under sections 1 16, 120(2) , 121 , 125, 126, 127, 129 and 132 of the PPSA
20.3 Unless otherwise agreed to in writing by EcoLuxe Living, the Buyer waives its right to receive a verification statement in accordance with sect ion 148 of the PPSA.
20.4 The Buyer unconditionally ratifies any actions taken by EcoLuxe Living under and by the virtue of the power of attorney given by the Buyer to EcoLuxe Living under clauses 20.1 and 20.3
21. COMPLIANCE WITH LAW
The Buyer must comply with all legislation relating to the usage and description of the merchandise.
22. INTELLECTUAL PROPERTY
The content and design of all EcoLuxe Living products and logos are copyright and belong to EcoLuxe Living. The Buyer may not use any intellectual property belonging to EcoLuxe Living without written permission.
23. GOVERNING LAW
New Zealand law and the decisions of its courts shall be the exclusive place of jurisdiction with respect to any question or controversy that may arise hereunder from disputes or transactions with EcoLuxe Living.
If any provision contained in these Conditions of Sale is held by a court to be unlawful, invalid or unenforceable, the validity and enforce-ability of the remaining provisions are not affected.
25. UPDATES TO THESE TERMS & CONDITIONS
EcoLuxe Living reserves the right to update these terms and conditions from time to time as required.