Terms and Conditions

Unlimited Environmental Solutions Ltd

TERMS AND CONDITIONS OF TRADE - 2018

1. Definitions
1.1 “Buyer” means the buyer or any person or entity acting on behalf of that buyer and may be either a Retailer or a Consumer.
1.2 “Consumer” means a consumer as defined in the Consumer Guarantees Act 1993.
1.3 “Goods” means all goods supplied by the Seller to the Buyer (and where the context shall permit includes any incidental supply of services).
1.4 “GSA” means Consumer Guarantees Act 1993 and any amendments, re-enactments or replacement of it.
1.5 “GST” means the goods and services tax as defined in the Goods and Services Tax Act 1985
1.6 “Guarantor” means the director of the Retailer who agrees to be liable for the obligations of the Retailer including (but not limited to) all debts of the Retailer.
1.7 “PPSA” means the Personal Property Securities Act 1999 and any amendments, re-enactments or replacement of it.
1.8 “Price” means the then current price as shown on the Seller’s price list contained in or attached to the Seller’s brochure or on the Seller’s website.
1.9 “Retailer” means any person or entity that is purchasing Goods for the purpose of business and/or resupplying them in trade.
1.10 “Seller” means Stella 2016 Limited trading as Pacific Adventure.
1.11 “Services” means all services provided by the Seller to the Buyer including any advice or recommendations.
2. Acceptance of Terms
2.1 Any orders received by the Seller from the Buyer for the supply of Goods and/or the buyer’s acceptance of the Goods on delivery will constitute a binding contract and acceptance of these terms and conditions.
2.2 None of the Seller’s agents or representatives are authorised to make any representations, statements, conditions or agreements not made in writing by the Seller’s duly appointed manager in writing. The Seller will not be bound by any unauthorised statements made to the Buyer.
2.3 Upon acceptance of these terms and conditions by the Buyer the terms and conditions can only be amended by written consent from the Seller.
3. Goods and Services
3.1 The Goods and/or Services are as described on the Seller’s website or the Seller’s then current price list provided by the Seller to the Buyer.
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4. Price and Payment
4.1 The Price of the Goods including GST will be indicated on the then current price list
contained on the Seller’s website or as provided to the Buyer by the Seller in the Seller’s
current brochure.
4.2 The Buyer will incur the cost of delivering the Goods (including any insurance) from the
Sellers address to the Buyer and will be payable on the due date for payment of the full
Price.
4.3 Time for payment of the Price by a Consumer will be due immediately upon ordering the
Goods.
4.4 A deposit of 50% will be required by a Retailer before the delivery of the Goods. The
deposit amount will be stipulated at the time of the order of the Goods and is payable on
the earlier of:
(a) Seven days from the date the Retailer orders the Goods from the Seller; or
(b) Before delivery of the Goods to the Buyer.
4.5 The Goods will not be delivered to the Buyer until the deposit has been paid.
4.6 Time for payment of the balance of the Price for a Retailer will be within 7 days after
delivery of the Goods.
4.7 Payment will be made as follows:
(a) For a Consumer by way of Pay Pal or direct credit;
(b) For a Retailer by way of direct credit; or
(c) By any other method as agreed to in writing between the Buyer and the Seller.
4.8 The cost of delivery is in addition to the Price and payable by the Buyer to the Seller at
the same time as the Price.
5. Delivery of Goods
5.1 Delivery of the Goods will be made to the Buyer’s address or such other address as
advised by the Buyer.
5.2 All delivery of Goods to the Buyer is done so through an independent carrier who is not
controlled by the Seller.
5.3 The Buyer will make all necessary arrangements required to take delivery of the Goods
whenever they are anticipated for delivery or delivery of the Goods will be made to the
Buyer at the Seller’s address.
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5.4 Delivery of the Goods to a third party nominated by the Buyer is deemed to be delivery
of the Goods to the Buyer.
5.5 The Seller will not be liable for any loss or damage due to failure by the Seller to delivery
the Goods in the estimated time. The failure of the Seller to deliver the Goods to the
Buyer will not entitle either party to treat this agreement as repudiated.
6. Risk
6.1 Notwithstanding the Seller may retain title to the Goods pursuant to clause 9, all risk in
relation to the Goods will pass to the Buyer on delivery of the Goods and from which
time all losses, costs and expenses are to be borne by the Buyer.
6.2 Where Goods are damaged or destroyed prior to title to the Goods passing to the Buyer,
the Seller is entitled to receive all insurance proceeds in respect to the Goods whether or
not the Price is payable under these terms and conditions.
7. Defects and Returns
7.1 The Buyer will inspect the Goods on delivery and will within 7 days of delivery notify the
Seller in writing and provide photographs of the Goods of any such defect, damage or
failure to comply with the description given by the Seller.
7.2 If the Buyer fails to comply with the notice referred to in clause 7.1 above, the Goods will
be presumed to be in accordance with the contract and free from any defect or damage.
7.3 The Buyer will give the Seller the opportunity to inspect the Goods within reasonable
time if the Buyer thinks they are damaged or defective in any way and the Buyer will
bear the cost of returning any damaged or defective Goods to the Seller.
7.4 Nothing in these terms and conditions will limit or affect the rights that a Consumer may
have under the CGA.
8. Repairs and Replacement
8.1 Subject to the CGA, the Seller does not undertake that the repair parts for the Goods
sold will be available nor any obligation to repair any defective Goods.
8.2 The Seller at its sole discretion may notify the manufacturer of the Goods of any defects
notified to the Seller in accordance with clause 7.1 and request that the manufacturer
repair or replace any defective Goods.
8.3 The defective Goods will be returned to the Seller by the Buyer at the Seller’s cost.
9. Title and Security
9.1 The Buyer acknowledges and agrees that title and ownership in the Goods will not pass
until the Buyer has made payment in full to the Seller (in cleared funds) of all amounts
owing for the particular Goods ordered by the Buyer.
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9.2 The Buyer and Seller acknowledge and agree that until ownership and title passes from
the Seller to the Buyer:
(a) The Seller has a security interest in all Goods sold to the Buyer;
(b) The Seller may give written notice to the Buyer for any of the Goods to be
returned; and
(c) If the Buyer fails to return the Goods then the Seller (or their agent) may enter
into the premises or land owned or occupied by the Buyer, or any premises
where the Goods are being stored and take possession of such Goods. The Seller
will not be liable for any costs, damages, expenses or losses incurred by the
Buyer or any third party thereby caused.
10. PPSA
10.1 The Buyer acknowledges and agrees that:
(a) These terms and conditions constitute a security agreement in the Goods
supplied to the Buyer for the purposes of the PPSA; and
(b) The retention of title in clause 9 gives rise to a security interest in all Goods
previously supplied by the Seller to the Buyer (if any) and all Goods that will
be supplied in the future by the Seller to the Buyer to secure payment of all
monies owing by the Buyer to the Seller from time to time under these terms
and conditions.
10.2 The Buyers undertakes to:
(a) Promptly sign any further documents and provide any further information which
the Seller may reasonably require to register a financing statement, financing
change statement or perfect the Seller’s security interest over the Buyer;
(b) Indemnify the Seller for all expenses incurred in registering the financing
statement or change of financing statement on the Personal Property Securities
Register;
(c) Not register a financing statement or change of demand without the written
consent of the Buyer; and
(d) Notify the Seller in writing of any change of name of the Buyer not less than 7
days before the change takes effect.
10.3 The Seller and Buyer agree that section 114(1)(a), 133 and 134 of the PPSA do not apply
to these terms and conditions and the Buyer waives its right under section 116, 120(2),
121, 125, 126, 127, 129, 131 and 132 of the PPSA.
10.4 The Buyer waives its right to receive a verification statement under section 148 of the
PPSA.
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11. Warranties
11.1 Where the Consumer is purchasing Goods from the Seller and the Goods are defective or
damaged as a result of a fault by the Seller in that the Goods:
(a) Are not of acceptable quality;
(b) Do not match the description given to the Consumer by the Seller; or
(c) Are not reasonably fit for any particular purpose that the Consumer made known
to the Seller or the Seller communicates they will be fit for, then the Consumer
must notify the Seller within 7 days and the Seller will:
i. If the defect is capable of being remedied, remedy the defect by way of
replacement, request that the manufacturer repair or if necessary
refund (only if the Seller is unable to have the Goods replaced or
repaired within 10 weeks); or
ii. Where the defect cannot be remedied or is of substantial character (as
defined in the CGA), the Seller will refund the Consumer’s money or
replace the Goods (less the cost of devliery or any other charges that
may occur).
11.2 If the Buyer is not a consumer under the Consumer Guarantees Act, the only warranties
in respect of the Goods are the current warranty provided by the Manufacturer. The
Seller will be under no liability (except to use reasonable endeavours) to assist the Buyer
in obtaining the performance of the manufacturer of the conditions set out in the then
current manufacturer warranties.
11.3 The Seller does not manufacture the Goods and accordingly, the warranty will be the
current warranty provided by the manufacturer of the Goods.
11.4 The Seller passes on the benefit of the manufacturers warranties to the Buyer but is not
directly liable to the customer under any of the warranties. The Buyer is responsible for
the cost of returning the Goods to the manufacturer under any warranty.
11.5 The Seller will not be bound or responsible for any terms, conditions, representation or
warranty given by the manufacturer. The Seller makes no express warranties that any
Goods supplied to the Buyer are free from faults and the Seller assigns all of its interest
in any manufacturer warranties in relation to the Goods sold to the Buyer.
11.6 Except the relevant statutory warranties contained in the CGA, no warranty or condition
will be implied by any other statue or at common law against the Seller.
12. Goods Sold to a Retailer and CGA
12.1 Where the Goods are sold to a Retailer for business purposes (as defined in the terms of
Sections 2 and 43 of the CGA), the Retailer is not a Consumer for the purposes of the
CGA and agrees that the provisions of the CGA do not apply to that supply of Goods and
will be excluded from these terms and conditions.
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12.2 Where the Retailer re-supplies the Goods, the Retailer undertakes to obtain written
agreement from its customer contracting out of the provision of the CGA.
12.3 The Retailer will not make any undertakings or representations in respect to the Goods
without the prior approval of the Seller.
12.4 The Retailer will indemnify the Seller:
(a) From all claims by the Retailer not covered by any express written guarantee
given by the Seller to the Retailer; and
(b) Against all actions, costs, claims or expenses in respect to and made against the
Seller by any of the Retailer’s customers who is not a Consumer.
13. Default and Consequences of Default
13.1 Interest is payable on any outstanding amount and will accrue from the date when
payment becomes due until the date payment is made at a rate of 5% compounding per
calendar month.
13.2 If the Buyer defaults in payment of any of the Price when due, the Buyer will indemnify
the Seller from and against all of the Sellers expenses, costs and disbursements including,
but not limited to, debt collection fees and any legal costs incurred by the Seller.
13.3 Without prejudice to any other remedies the Seller may have, if at any time the Buyer is
in breach of any obligation, the Seller may suspend or terminate the supply of Goods to
the Buyer and any of its other obligations under these terms and conditions. The Seller
will not be liable to the Buyer for any loss and/or damage the Buyer suffered because the
Seller exercised its right under this clause.
13.4 In the event that:
(a) Any money owing to the Seller by the Buyer for the Goods becomes overdue, the
Buyer indicates that it will not pay any sum due or in the Seller’s opinion the
Buyer will be incapable of meeting its payments as they are due, or;
(b) The Buyer becomes insolvent, proposes or enters into any arrangement with
creditors, or makes an assignment for the benefit of a creditors, or;
(c) A receiver, liquidator, manager or similar person is appointed in respect of the
Buyer or any assets of the Buyer, then without prejudice to the Seller’s other
remedies at law:
(i) The Seller will be entitled to cancel all or any part of an order for Goods
that remains unpaid by the Buyer; and
(ii) All amounts owing to the Seller by the Buyer will (whether due for
payment or not) be payable immediately.
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14. Seller’s Liability
14.1 In the event that the Seller breaches any of these terms and conditions, the remedies of
the Buyer will be limited to damages and any such liability will not exceed the Price of
the Goods.
14.2 The Seller will be under no liability whatsoever to the Buyer for any loss and/or expense
suffered by the Buyer as a result of a breach by the Seller of these terms and conditions.
14.3 The Buyer disclaims any right to rescind, cancel the contract or sue for any damages or
claim restitution arising out of any misrepresentation made to the Buyer by any agent of
the Seller.
14.4 The Buyer acknowledges that it is buying the Goods relying solely upon its own skill and
judgement.
15. Privacy Act 1993
15.1 The Buyer and/or Guarantor(s) authorise the Seller to:
(a) Collect, retain and use any information about the Buyer, for the purpose of
assessing the Buyer’s creditworthiness or marketing products and services; and
(b) Disclose information about the Buyer (whether collected by the Seller from the
Buyer directly or obtained by the Seller from another source), to any other credit
provider or reporting agency for the purpose of assessing credit worthiness,
obtaining credit reference, notifying of a default by the Buyer, exchanging
information or for debt collection.
15.2 Where the Buyer is a natural person the authorities referred to in clause 15.1 are
authorities or consents for the purposes of the Privacy Act 1993.
15.3 The Buyer has the right to request that:
(a) The Seller provides it with a copy of the information about the Buyer retained by
the Seller; and
(b) The Seller correct any incorrect information held by the Seller about the Buyer.
16. Personal Information
16.1 Personal information which the Seller collects from the Buyer may include:
(a) The Buyer’s name;
(b) The Buyer’s email address, delivery address, telephone number, billing
information; and
(c) Other information about the Buyer’s orders.
16.2 The Buyer has the right to access, correct or update any personal information the Seller
holds about the Buyer.
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17. Guarantee
17.1 The Guarantor guarantees to the Seller payment of all money owing by the Retailer to
the Seller and performance of any other obligations to be performance by the Retailer.
The Guarantor agrees to indemnify the Seller against all losses, expenses and damages
that the Supplier incurs as a result of or in relation to the failure of the same.
17.2 The Guarantor agrees that the guarantee is a continue guarantee and the guarantee will
continue until the Seller releases the Guarantor in writing.
18. Health and Safety
18.1 The Buyer acknowledges and agrees that it is responsible to ensure that it has read
all the safety precautions, guidelines and instructions set out on the website and that
it shall use the Goods in accordance with the safety precautions, guidelines and
instructions at all times.
18.2 The Seller is not liable for any failure or injury of the Buyer to follow any guidelines or
instructions set out on the website.
19. General
19.1 If any clause of these terms and conditions will be illegal, invalid or void the validity
existence, enforceability and legality of the remaining clauses will not be affected or
prejudiced in any way.
19.2 These terms and conditions are subject to the rights and remedies contained in the CGA
except where the Buyer is contracting and acquires Goods or Services for the purpose of
re-supplying in trade and is excluded from the definition of consumer as defined in the
CGA.
19.3 All Goods and Services supplied are subject to the laws of New Zealand.
19.4 Neither party will be liable for a default due to any act of terrorism, god, war, strike, lock
out, flood, storm or other event that is beyond the reasonable control of either party.
19.5 The Seller reserves it right to review these terms and conditions at any time. If there is to
be any amendments, it will take effect from the date on which the Seller notifies the
Buyer of such amendments or posts the amendments on the Seller’s website. Any Goods
the Buyers orders after the amendments take effect will constitute your agreement of
the amended terms and conditions.

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