TERMS OF TRADE
Acceptance of Terms
By entering into this Agreement, You accept and agree to be immediately bound by these Terms of Trade.
These Terms of Trade may only be amended in writing and signed by duly authorised representatives of each party, and the authorised amended terms shall prevail over these Terms of Trade to the extent of any inconsistency.
In these terms of trade, unless the context clearly requires otherwise:
“Agreement” means any agreement (whether verbal or in writing) between Us and You for supply of Products, including the Quotation provided by Us to You;
“Credit Account” means the account for purchasing goods on credit held by You with Us, where applicable;
“Force Majeure” means any event outside the reasonable control of Bella Homes NZ Limited trading as Handles Plus;
“Price” means the price payable (plus any goods and services) by You for the goods and services supplied by Us, as set out in Our Quotation;
“Products” means the Goods and Services collectively provided by Bella Homes NZ Limited trading as Handles Plus;
“Order” means the order made by You for Goods and/or Services, details of which are set out in the Quotation provided by Us to You;
“Quotation” means the written quote of the price for Products We provide to You;
“Terms of Trade” means the terms and conditions set out herein;
“We”, “Us”, and “Our” means Bella Homes NZ Limited trading as Handles Plus, including Our employees, consultants and contractors engaged by Us;
“You” and “Your” means the customer named on the front page of this Agreement and includes the Guarantor(s) providing the guarantee of the customer’s compliance with this Agreement.
We supply quality door handles and door hardware (“Goods”) and also provide installation services for the Goods (“Services”).
We provide the Products based on an order made by You for the particular Goods and Services You require. The price of Our Products shall be as agreed between Us and You, as specified in Our price list (as amended from time to time), or in an Order or accepted Quotation, as applicable. Unless otherwise stated, prices stated do not include GST, other taxes or levies, transport or insurance charges.
When You make an order or request for a quote for particular Products, We provide you with a quotation of the price for the Products (“Quotation”).
All Quotations are based on rates and charges in effect at the date of the Quotation. Any increase in rates or charges will result in an equivalent increase in the quoted price. A Quotation may be withdrawn at any time by Us prior to You signing and confirming acceptance.
You agree to promptly review the Quotation that We provide to You for approval and to promptly provide Us with either Your approval and acceptance of the Quotation by signing the Quotation, or providing Us with Your feedback along with any requests for amendments. A Quotation will be valid for Your approval and acceptance for 30 days from when We provided You with the Quotation.
Before accepting Our Quotation, it is Your responsibility to verify the accuracy of the measurements, dimensions, quantities and specifications stipulated in the Quotation for the Products You are ordering. We will not be liable nor will We be bound by the Quotation where any information You provided to Us is inaccurate or where You make any variations to the Products quoted for.
We will process Your Order and We will enter into the Agreement with You once You have accepted our quoted price and made payment as set out below.
Once Your Order has been processed and this Agreement is entered into by Us and You, the Order cannot be changed and Your order cannot be amended, withdrawn or otherwise cancelled by You.
If You do not have a Credit Account with Us, You must make payment for 100% of the Price upon acceptance of Our Quotation.
Unless otherwise agreed in writing, payments are to be made by direct credit of cleared funds in full and without deduction or setoff to Our nominated bank account on or before the deadlines stipulated in clause 5.1, time being strictly of the essence. If requested by You, We may at our discretion accept other methods of payments from You (such as credit card, AliPay or WeChat Pay), but in that event we reserve the right to pass on to You any costs incurred by Us in accepting such payments.
If any item or part of any item in an invoice is disputed, You shall notify Us prior to the last business day of the month in which the invoice is submitted specifying the item disputed. Payment of a disputed invoice may be deferred only in respect of the disputed part of the invoice.
If any payment is not made as provided in this clause 5, time being strictly of the essence, then, without prejudice to any of Our other rights and remedies, We may:
- Suspend all of Our obligations under this Agreement and withhold the supply of further Goods and Services to You until such time that payment has been made by You; and/or
- Charge You interest on the unpaid amount at the rate of 15% per annum calculated from the due date to the date of payment; and/or
- Cancel this Agreement and/or Your right to hold a Credit Account (if any) and retain any money that You have paid to Us as liquidated damages; and/or
- Refer You and Your debt to any debt collection agency (including, and without limitations to, BayCorp) for further enforcement actions, with all enforcement costs to lie with You.
If this Agreement is cancelled by Us for any reason, We may dispose any undelivered component of Your order in any manner that We in Our sole and absolute discretion consider appropriate, and We will not be liable to pay any compensation or be liable for any loss suffered by You as a consequence of such disposal.
Delivery, Risk & Title
We will contact You to organise a convenient date and time for delivery and installation of the Products. If You are unable to take delivery of the Products within 7 days of Us making contact, then We will be entitled to charge you reasonable storage costs.
We will deliver the Products to the address within Auckland designated by You. You must take delivery of the Products whenever it is tendered for delivery. In the event that You fail to take delivery as arranged, We will be entitled to charge You a reasonable fee for redelivery and/or storage.
Delivery of the Goods to Your care and control at Your designated address shall constitute delivery. Where Services are included in the Quotation, completion of installation, repair or servicing of the Goods shall constitute delivery of Services. Risk of damage to or loss of the Products passes to You on delivery.
Upon delivery of the Products, You will inspect the components delivered with our delivery person and sign Our delivery docket confirming receipt of the components and noting whether they contain any damage, blemishes or other visible defects. Unless otherwise noted by You in the delivery docket, the Products shall be presumed to have been delivered free from any damage, blemishes or visible defects.
Ownership in the Products will not pass to You until you have paid all amounts payable by You under this Agreement.
Until ownership passes to You under clause 5.5, You agree that:
- You act as bailee of the Products and must return the Products to Us on
- You will not sell or otherwise dispose of the Products; as
- You irrevocably authorise Us to enter the address where We believe the Products is kept and recover possession of same; and
- We may commence proceedings to recover the Price of the Products notwithstanding that ownership of the Products has not yet passed to You.
Security for Payment
To secure your obligations under this Agreement, You agree:
- to grant Us a security interest in the Goods and in the proceeds of the Goods
as well as in any negotiable instrument representing such proceeds as security under the Personal Property Securities Act 1999 (“PPSA”) for all amounts owing to Us and the performance of Your obligations under these
Terms of Trade; and
- that title in the Goods shall remain with Us until there are no longer any amounts owing to Us for those Goods and You acknowledge receipt of these
Terms of Trade and agree that You will execute all documents required by Us to maintain, register and enforce Our security interest in respect of the Goods; and
- in the event We register the security interest created by these Terms of Trade under the PPSA, to waive Your rights to receive a copy of the verification statements in terms of section 148 of the PPSA and also waive Your rights under sections 121 and 131 of the PPSA. You also agree to contract out of Part 9 of the PPSA to the extent that the rights and obligations contained in sections 114, 125, 129, 132, 133 and 134 of that part of the PPSA do not apply as between Us and You.
You also agree that:
- You will, upon receiving a written request from Us and at Your own cost and expense, promptly deliver all or any of the Goods to Us. If You fail to deliver the Goods upon request, We may at any time enter into any place where the Goods are located and remove the Goods;
- We may sell all or any of the Goods without giving prior notice of the sale to You; and
- You shall immediately notify Us of any legal change in Your name.
We warrant to supply the Goods according to the description and general specifications for operation defined in the Quotation or the specification data sheet for each Product but We will not be responsible for the fitness of the Goods intended by You except that We will, at Our discretion, repair or replace the Goods supplied under this Agreement that are delivered as defective and/or make good any defect in Services provided that You notify Us of the defect in writing within five (5) working days of delivery.
Colour and texture variations may occur in the Goods due to normal manufacturing tolerances and processes and You agree that such variations do not constitute a product defect and We shall not be liable for any loss suffered by You as a result of such variation.
The warranty set out in this clause 8 is in addition to any other rights that You have under the Consumer Guarantees Act 1993, however, if You are acquiring (or hold yourself out as acquiring) the Goods for the purposes of a trade or business, then You agree that the provisions of the Consumer Guarantees Act 1993 do not apply to the present Agreement. If the Consumer Guarantees Act 1993 does apply, then nothing in this Agreement shall restrict the application of that Act.
Returns and Cancellations
We are under no obligation to accept the cancellation of any Order or the return of Goods, which must be agreed to in writing by Us. A failure or refusal to sign a dispatch docket shall not be evidence of rejection of any Goods or cancellation of any Order, such rejection or cancellation to be notified in writing at least two hours prior to delivery.
We are also under no obligation to accept the return of Goods from You (where the Goods are not defective or covered under the warranty in clause 8). Whereby We accept return of Goods, it shall be on the following basis:
- For Goods that are standard stocked items and Our brand products, we will accept returns of such Goods within fourteen (14) days from the date of Your Order being placed;
- For return of Goods that are standard stocked items and Our brand products after the fourteen (14) days from the date of Your Order, we will only accept return of such Goods subject to You paying Us a restocking fee amounting to 10% of the Price and You providing Us with the original Order invoice. We do not accept return of Goods after three (3) months from the date of Your Order;
- For return of Goods that are Our supplier’s standard stocked items and brand
products, we will only accept return of such Goods within seven (7) days from the date of Your Order being placed and subject to You paying Us a restocking fee of 20-30% of the Price (restocking fee varies based on particular suppliers) and You providing Us with the original Order invoice;
- We do not accept return of special finished and Custom Order Goods, nor do we accept return of special sale Goods or deleted line Goods;
- Return of any Goods are to be in their original condition and packaging as supplied.
Limitation of Liability
Our liability in respect of all claims for loss, damage or injury arising from a breach of any of Our obligations under these Terms of Trade or from any act or omission by Us is limited, in each case, to the lesser of:
- the replacement or repair of the affected Goods;
- payment of the actual cost of replacing or repairing the affected Goods; or
- the price of the affected Goods or Services.
We shall not be liable for any direct or indirect loss or damage (including without limitation loss of profits or savings or for any indirect or consequential loss or damage), however caused, arising out of or in connection with the supply of Goods or Services by Us.
No claim or liability will arise against Us under these Terms of Trade, if and to the extent that Our failure or omission to carry out or observe any provisions of these Terms of Trade arises by reason of Force Majeure.
Dispute and Arbitration
The parties agree to use our best endeavours and in good faith to promptly resolve any dispute or difference between the parties. Whereby the dispute is unable to be
resolved between the parties, such dispute shall be heard in Auckland within twenty (20) days of notification by one party to the other and the dispute shall be first
referred to a mediator who has knowledge and experience in the manufacturing and building or construction industries to be agreed between the parties and the costs
shall be equally shared and upon failure to agree to the outcomes of mediation the dispute shall be referred to an arbitrator on a shared costs basis and arbitration conducted in accordance with the Arbitration Act 1996 and any amendments thereof.
If You default on any of Your obligations under this Agreement, You will pay Our legal costs (as between lawyer and client) of and incidental to the enforcement of our rights and remedies under this Agreement.
Where You sign this Agreement as agent on behalf of a company or as a director of a company, or as the trustee of a trust, you shall at all times remain liable for all obligations on Your part.
Our failure or delay to exercise or enforce any right We have under these Terms of Trade shall no operate as a waiver of Our right to exercise or enforce such right or any other right in the future.
Should any part of these Terms of Trade be unenforceable such part shall be severed and the remainder of these Terms of Trade shall remain binding.
Except as otherwise agreed in writing, these Terms of Trade and those contained in any Order or Quotation constitute the entire agreement between the parties.
This Agreement shall be governed by the laws of New Zealand.