Terms & Conditions
1. DEFINITIONS
1.1 ”Debonaire Furniture” shall mean Debonaire Products Limited trading as Debonaire Furniture, 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 products and services from Debonaire Furniture.
1.3 “Products’ shall mean:
1.3.1 all Products of the general description specified on the front of this agreement and supplied by Debonaire Furniture to the Customer; and
1.3.2 all Products supplied by Debonaire Furniture to the Customer; and
1.3.3 all inventory of the Customer that is supplied by Debonaire Furniture; and
1.3.4 all Products supplied by Debonaire Furniture and further identified in any invoice issued by Debonaire Furniture to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and
1.3.5 all Products that are marked as having been supplied by Debonaire Furniture or that are stored by the Customer in a manner that enables them to be identified as having been supplied by Debonaire Furniture; and
1.3.6 all of the Customer’s present and after-acquired Products that Debonaire Furniture has performed work on or to or in which goods or materials supplied or financed by Debonaire Furniture have been attached or incorporated.
1.3.7 The above descriptions may overlap but each is independent of and does not limit the others.
1.4 “Products” shall also mean all products, goods, services and advice provided by Debonaire Furniture to the Customer and shall include without limitation the design, manufacturing, assembling, importing,
exporting and supply of furniture and all charges for labour, hire charges, insurance charges, or any fee or charge associated with the supply of Products by Debonaire Furniture to the Customer.
1.5 “Price” shall mean the cost of the Products as agreed between Debonaire Furniture and the Customer and includes all disbursements eg charges Debonaire Furniture pay to others on the Customer’s behalf subject to clause 4 of this contract.
2. ACCEPTANCE
2.1 Any instructions received by Debonaire Furniture from the Customer for the supply of Products shall constitute a binding contract and acceptance of the terms and conditions contained herein.
3. COLLECTION AND USE OF INFORMATION
3.1 The Customer authorises Debonaire Furniture to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under this contract, or marketing any Products provided by Debonaire Furniture to any other party.
3.2 The Customer authorises Debonaire Furniture to disclose any information obtained to any person for the purposes set out in clause
3.1. 3.3 Where the Customer in a natural person the authorities under clauses 3.1 and
3.2 are authorities or consents for the purposes of the Privacy Act 1993.
4. PRICE
4.1 Where no price is stated in writing or agreed to orally the Products shall be deemed to be sold at the current amount as such Products are sold by Debonaire Furniture at the time of the contract.
4.2 The price may be increased by the amount of any reasonable increase in the cost of supply of the Products that is beyond the control of Debonaire Furniture between the date of the contract and delivery of the Products.
5. PAYMENT
5.1 Payment for Products shall be made in full on or before the 20th day of the month following the date of the invoice (“the due date”).
5.2 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
5.3 Any expenses, disbursements and legal costs incurred by Debonaire Furniture in the enforcement of any rights contained in this contract shall be paid by the Customer, including any reasonable solicitor’s fees
or debt collection agency fees.
5.4 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
5.5 A deposit may be required.
6. QUOTATION
6.1 Where a quotation is given by Debonaire Furniture for Products:
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 Debonaire Furniture reserve the right to alter the quotation because of circumstances beyond its control.
6.2 Where Products are required in addition to the quotation the Customer agrees to pay for the additional cost of such Products.
7. RISK
7.1 The Products remain at Debonaire Furniture’s risk until delivery to the Customer.
7.2 Delivery of Products shall be deemed complete when Debonaire Furniture gives possession of the Products directly to the Customer or possession of the Products is given to a carrier, courier, or other bailee for purposes of transmission to the Customer.
7.3 The time agreed for delivery shall not be an essential term of this contract.
8. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
8.1 Title in any Products supplied by Debonaire Furniture passes to the Customer only when the Customer
has made payment in full for all Products provided by Debonaire Furniture and of all other sums due to Debonaire Furniture by the Customer on any account whatsoever. Until all sums due to Debonaire Furniture by the Customer have been paid in full, Debonaire Furniture has a security interest in all Products.
8.2 If the Products 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 Products shall remain with Debonaire Furniture until the Customer has made payment for all Products, and where those Products are mixed with other property so as to be part of or a constituent of any new Products, title to these new Products shall deemed to be assigned to Debonaire Furniture as security for the full satisfaction by the Customer of the full amount owing between Debonaire Furniture and Customer.
8.3 The Customer gives irrevocable authority to Debonaire Furniture to enter any premises occupied by the Customer or on which Products are situated at any reasonable time after default by the Customer or before default, if Debonaire Furniture believes a default is likely and to remove and repossess any Products and any other property to which Products are attached or in which Products are incorporated. Debonaire Furniture 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. Debonaire Furniture may either resell any repossessed Products and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other cost(s) or may retain any repossessed Products and credit the Customer’s account with the invoice value thereof less sum as Debonaire Furniture reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
8.4 Where Products are retained by Debonaire Furniture 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 Products are seized by any other creditor or the Customer or any other creditor intimates that it intends to seize Products.
8.5.4 Any Products in the possessioni of the Customer are materially damaged while any sum due from the Customer to Debonaire Furniture remains unpaid.
8.5.5 The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assests or a landlord distains 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.
8.6 If the Credit Repossession Act applies to any transaction between the Customer and Debonaire Furniture, the Customer has the rights provided in that Act despite anything contained in these terms and conditions of trade.
9. PAYMENT ALLOCATION
9.1 Debonaire Furniture may in its discretion allocate any payment received from the Customer towards any invoice that Debonaire Furniture determines and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated. In the absence of any payment allocation by Debonaire Furniture, payment shall be deemed to be allocated in such manner as preserves the maximum value of Debonaire Furniture’s purchase money security interest in the Products.
10. DISPUTES
10.1 No claim relating to Products will be considered unless made within seven (7) days of delivery.
11. LIABILITY
11.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Debonaire Furniture 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 Debonaire Furniture, Debonaire Furniture’s 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.
11.2 Except as otherwise provided by clause
11.1 Debonaire Furniture shall no be liable for:
11.2.1 Any loss or damage of any kind whatsoever, arising from the supply of Products by Debonaire Furniture 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 Products provided by Debonaire Furniture to the Customer; and
11.2.2 The Customer shall indemnify Debonaire Furniture 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 Debonaire Furniture or otherwise, brought by any person in connection with any matter, act, omission, or error by Debonaire Furniture its agents or employees in connection with the Products.
11.3 If contrary to the disclaimer of liability contained in these terms and conditions of trade Debonaire Furniture is deemed to be liable to the Customer, following and arising from the supply of Products and
Services by it to the Customer, then it is agreed between Debonaire Furniture and the Customer that such liability is limited in its aggregate to $500.00
12. WARRANTY
12.1 Any items supplied which prove to be defective in either material or workmanship will be replaced or repaired free of charge. This warranty does not cover damage caused by improper installations,
accident, neglect or other factors, over which Debonaire Furniture have no control, nor will claims for consequential damage or damages removing or replacing be accepted.
12.2 Excessive wear or tarnishing of decorator finishes is not a manufacturing defect and is not included in this warranty.
13. COPYRIGHT AND INTELLECTUAL PROPERTY
13.1 Debonaire Furniture, owns and has copyright in all designs, work, specifications, drawings, software and
documents produced by Debonaire Furniture in connection with the Products provided pursuant to this contract and the client may use the Products only if paid for in full and for the purpose for which they
were intended and supplied by Debonaire Furniture.
14. CONSUMER GUARANTEES ACT
14.1 The guarantees contained in the Consumers Guarantees Act 1993 are excluded where the Customer acquires Products from Debonaire Furniture for the purposes of a business in terms of section 2 and 43 of that Act.
15. MISCELLANEOUS
15.1 Debonaire Furniture shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
15.2 Failure by Debonaire Furniture 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 Debonaire Furniture has under this contract.
15.3 If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legally and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.