Terms of Trade
Terms and Conditions
These terms and conditions apply to all orders placed with and for goods and services supplied by Peter Gower NZ Limited (“Peter Gower”). Any quotation or tender by Peter Gower shall be deemed to be subject to these terms and conditions. No term or condition contained in the buyer’s acceptance or order shall add to, amend or delete these terms and conditions in any manner unless expressly agreed by Peter Gower.
No sales person, representative or agent is authorised by Peter Gower to give any guarantee, warranty or representation in addition to, or contrary to these terms. In any event, receipt of goods by you (or another as you direct) upon delivery constitutes your agreement to be bound by these terms.
In the event that an account is not active for a period of twelve months or at the discretion of Peter Gower, the account may be closed. In the instance that the account is closed, the former account holder will be required to reapply for a new account.
1 PRICE AND PRICE VARIATION
1.1 Prices quoted are excluding GST unless otherwise stated. The purchase price is based ex warehouse or factory and unless otherwise shown or stated is exclusive of GST and other taxes, charges or levies, and freight, all of which shall be additional charges to the customer.
1.2 Peter Gower shall be entitled to adjust any price quoted from time to time and the Customer agrees to pay any such adjusted price to take account of variations in the cost to Peter Gower of carrying out the whole or any part of the contract arising from any of the following:
(a) Delays in delivery or installation of the goods or any of them as a result of instructions or lack of instructions from the Customer, the Customer’s failure or inability to fulfil the obligations under the contract or any action or inaction by the Customer or other circumstances beyond Peter Gower’s control;
(b) Variation in the cost of Peter Gower acquiring the goods directly or indirectly, on account of changes in rates of freight and transport costs, insurance, customs duties, taxes, existing tariff classifications or any variation in currency exchange rates;
(c) Variations in the cost of rates of all statutory, government or local government or governmental authority charges and obligations; or
(d) Any correction of errors or omissions on the part of Peter Gower or any of its representatives.
2 GST
2.1 All goods and services sold are subject to Goods and Services Tax.
3 PAYMENT
3.1 Unless otherwise agreed, the purchase price shall be paid to Peter Gower at its address by the 20th of the month following the month in which the invoice was dated. Payment will not be accepted by any means other than cash, cheque or direct credit.
3.2 If any account is in dispute, the undisputed portion of the account shall be payable in accordance with the normal terms of payment as provided in 3.1. Payment of the disputed portion may be withheld provided the matter is brought to Peter Gower’s attention immediately it is discovered and a letter of explanation setting out the particulars of the dispute is sent to Peter Gower within seven days of the dispute arising.
3.3 Peter Gower reserves the right to suspend delivery of further goods if the terms of payment are not strictly adhered to by the Customer.
3.4 Interest may be charged on overdue accounts at a daily rate equal to the current overdraft interest rate published by the bankers of Peter Gower plus 10%.
3.5 Any expenses, costs or disbursements incurred by Peter Gower in recovering any outstanding monies including debt collection agency fees or solicitor’s costs shall be paid by the Customer.
4 DELIVERY
4.1 Peter Gower shall deliver the goods to the address stated on the order or as agreed by Peter Gower in writing.
4.2 All charges associated with freighting goods from Peter Gower to the Customer will be paid for by the Customer
4.3 Peter Gower shall deliver the goods by such carrier and such form of transport Peter Gower consider to be appropriate. Where you specify the carrier and the means of carriage, Peter Gower shall deliver the goods in the way specified, the cost of such carriage being an additional charge to the invoiced price of the goods.
4.4 Peter Gower will not be responsible for any part delivery or delay in delivery of the goods as a result of events occurring beyond Peter Gower’s control. Peter Gower shall not be in any way responsible for any consequences (direct or indirect) arising from such delay or non-delivery.
4.5 The Customer agrees to inform Peter Gower within 14 days of the date of invoice if proof of delivery is required. After this period, no liability will lie with Peter Gower for proof of delivery.
5 PRIVACY ACT 1993
5.1 The Customer authorises Peter Gower to collect, retain, and use personal information about the Customer (including the information collected in this document) for the following purposes only:
(a) assessing the Customer’s creditworthiness.
(b) disclosing to a third party details of this application and any subsequent dealings it may have with Peter Gower for the purpose of recovering amounts payable by the Customer and providing credit references.
(c) marketing goods and services provided by Peter Gower to the Customer.
5.2 The Customer, if an individual, has a right of access to information about the Customer held by Peter Gower. The Customer may request correction of that information and may require that the request be stored with that information. Peter Gower may charge reasonable costs for providing access to that information.
6 INTELLECTUAL PROPERTY
6.1 The customer does not, by reason of the purchase of the products, acquire any rights to the copyright, patent, trademark, design, and other intellectual property rights held by the vendor therein.
6.2 All information prepared by Peter Gower including, without limitation, customised pricing, proposals, electronic catalogues, details of improvements and cost reductions, is the intellectual property of Peter Gower and cannot be copied, altered or distributed without Peter Gower’s prior written consent. Peter Gower will not be liable for any alterations made by you.
7 RETURN OF GOODS
7.1 Peter Gower will not accept the return of goods for credit or any other purpose unless Peter Gower agrees to accept the return of the goods and advises the Customer a return advice number prior to the return of goods. Return of goods will only be accepted for credit within 14 days of delivery, unless due to Peter Gower’s error. Return freight will be at Peter Gower’s cost only when there has been an error on Peter Gower’s part.
7.2 No returned goods shall be accepted by Peter Gower (even if Peter Gower agree to do so) if they have been tampered with by you or any other person, if they are goods expressly sold on a non-return basis, or if they are not accompanied by the return advice number referred to in clause 7.1. Where goods are returned to Peter Gower but not accepted as above, they shall be returned to you at your expense.
7.3 Receipt by Peter Gower or by any of our agents or representatives of any goods returned other than in accordance with clauses 7.1 and 7.2 shall not constitute nor be deemed to constitute Peter Gower’s acceptance of the return of the goods for credit or any other purpose.
8 THE PERSONAL PROPERTIES SECURITIES ACT 1999, TITLE AND RISK
8.1 Title in the products does not pass in any circumstance until payment of the purchase price and all other amounts is made in full in respect of those products. It is expressly agreed that title to the products does not pass upon delivery or the giving and taking of possession and the vendor reserves the right to recover possession of the products and to enter upon the customer's premises without notice for such purpose in the event of any default in payment. The customer grants to the vendor a security interest in all goods supplied under this contract, and their proceeds. At the request of the vendor, the customer will execute any documents and do anything else the vendor requires to ensure that the security interest created under these terms and conditions constitutes a first ranking perfected security over the goods and their proceeds of sale and the customer will supply all information the vendor requires to complete the financing statement or a financing change statement.
8.2 Not withstanding that title does not pass, risk in the product does pass upon the product being uplifted by or dispatched to the customer even if payment has not been made in full.The Customer grants to Peter Gower a Security Interest in the goods and their Proceeds to secure the obligation of the Customer to pay the purchase price of the goods and any other obligations of the Customer to Peter Gower under this contract (together “the Indebtedness”) and, where the goods and/or Proceeds are not readily identifiable and/or traceable or their recoverable value is insufficient to pay the indebtedness, the security interest shall also extend to all the Customers present and after acquired cookware, kitchenware, giftware and supplies, of which the goods form part, to the extent required to secure the Indebtedness.
9 WARRANTIES
9.1 No warranties, representations or guarantees are given, made or implied in respect of the products except as stated herein or as may be required or implied by law.
9.2 The customer is deemed to have accepted each order unless written notice of any shortage, defect, or other reason for non-acceptance is given within 7 days of the date of delivery. Liability in such circumstances is limited where appropriate to the replacement of missing or defective products or the refund of an appropriate portion of the purchase price at the option of the vendor.
9.3 The customer relies upon its own inquiries and examination of the products and upon such independent advice or consultation as the customer may require for that purpose and purchases the products upon the customer's own independent knowledge, skill and judgement, particularly as to the particular use or suitability of the products for the customer's purposes and to all other characteristics and specifications of the products.
9.4 Where the goods or services supplied are for the purpose of a business, the customer acknowledges that the guarantees in the Consumer Guarantees Act 1993 do not apply.
9.5 The vendor is not responsible for failure or deterioration of the products where the products have been affected by improper handling or storage, contamination or other adverse conditions, alteration or interference by other parties, the use or application of the products outside the normal or intended purposes of the products or outside the directions or limitations imposed by the manufacturer, supplier or vendor or otherwise in an improper or abnormal manner or circumstances outside the control of the vendor.
9.6 Except where the Consumer Guarantees Act 1993 applies it is expressly agreed that the vendor is not liable for any consequential or economic loss arising from any defect in products or otherwise in respect of the products or any failure to deliver (whether or not arising from the supplier’s negligence) and the customer shall protect the vendor from any claim or demand from other parties in respect of the use or application of the products by the customer or subsequent purchasers or users of the products.
9.7 The vendor is not liable for any amount which exceeds the purchase price or other amounts actually paid for the products by the customer.
10 CUSTOMER’S LIABILITY & DEFAULT
10.1 If the Customer shall:
(a) fail to make any payment due under the contract or commit any other breach of any of the Customer’s obligations under the contract; or
(b) suffer execution under any judgment; or
(c) commit an act of bankruptcy; or
(d) make any composition or arrangement with any creditor; or
(e) being a company, pass a resolution for winding up or have a receiver appointed over any of its property or have a winding up petition presented against it,
Peter Gower (in addition to any other remedies hereby or by statute conferred) may treat the contract as terminated and any part of the purchase price then unpaid, together with any other monies owing hereunder, whether or not due under the terms of the contract shall forthwith become due and payable. Any such termination shall be without prejudice to any claim or right Peter Gower may otherwise possess.
11 VARIATIONS TO TERMS AND CONDITIONS
11.1 Peter Gower may from time to time and in its sole discretion amend, add to or delete any of the terms of these terms and conditions with immediate effect by giving notice to the Customer
12 GOVERNING LAW
12.1 These terms of trade are governed by the laws of New Zealand.
Peter Gower NZ Limited Terms and Conditions Ver2.1