Wholesale terms and conditions

Pelvic floor Health (LLM Ltd)

STANDARD TERMS AND CONDITIONS OF SALE

SERVICE
You, the customer here on in referred to as the ‘Buyer’ are of utmost importance to us at Pelvic floor Health, here on in referred the as the ‘Seller’. We value your custom and it is our commitment to provide you with excellence in both product and customer service.

APPROVED MEANS OF RETAIL
The Buyer must detail ALL the means by which they will retail any goods purchased wholesale from Pelvic floor Health (LLM Ltd) on the Wholesale Customer Registration form. Registration will only be accepted if these means are approved. Failure to disclose this information will result in supply to the Buyer being discontinued. Trade me, Ebay or similar auction sites are NOT approved means of trading for goods purchased from Pelvic floor Health. The Buyer is NOT authorised to sell wholesale any goods purchased from Pelvic Floor Health.

PRICES
Unit prices for Goods, unless otherwise expressly stated, are exclusive of Goods and Services Tax. (In New Zealand) and other taxes internationally, and is subject to variation in that the Seller’s prices in effect on the date of delivery shall be the price payable by the Buyer. Payment of GST and all other duties and taxes levied in connection with the supply of the Goods, shall be the responsibility of the Buyer.
The minimum purchase amount for wholesale and bulk wholesale is detailed on the pricelist and is exclusive of GST.

ORDERS
The Buyer is bound to pay the price from the time that the seller accepts the Buyer’s order. Each accepted order shall constitute a separate contract for the supply of the particular goods on these terms. A quotation does not give rise to a binding contract in respect of particular goods until the Buyer places an order which is subsequently accepted by the Seller. All orders must meet the minimum purchase requirements for either wholesale or bulk wholesale.

PAYMENT
Payment for the Goods must be received in full before the order will be dispatched. The Buyer will receive an invoice as soon as the order is ready for dispatch after which payment is due within 7 business days. Payment of the amount owing may be made to the Seller by internet transfer or credit card. Credit card payments attract an additional 2% fee based on the order total including freight costs. Payments by Amex attract a 3.2% fee. Pelvic floor Health ( LLM Ltd ) does not offer credit terms.

RECOMMENDED RETAIL PRICES
The minimum recommended retail pricing listed in the pricelist and order form is intended as a guideline only. These prices are
recommendations based both on advice from the manufacturer and considerable knowledge of the New Zealand retail market.

SHIPPING
All goods will be dispatched by courier. The freight cost will be detailed on the invoice and payment due prior to the order being dispatched.

DELIVERY
No liability to the Seller shall result from delay in performance or non-performance cause by circumstances beyond the Seller’s control, including but not limited to acts of God, fires, floods, perils of the sea, wars, sabotage, accidents, labour disputes or shortages, government action (including by not limited to export prohibitions or limitations, priorities, requisitions, allocations and price adjustment restrictions) and inability to obtain material, equipment or transportation. At the option of the Seller deliveries to the Buyer may be suspended or reduced during the period of the continuance of such cause or event. If the Seller is unable for any of the foregoing causes to supply all the Goods to which the contract relates, the Seller may allocate from its available supply and the Buyer shall accept such reduced quantity. If part of the contract shall be cancelled the Buyer shall pay for the quantity delivered at the contract rate.

EXPOS AND RETAIL SHOWS
The Buyer may exhibit and retail products purchased from Pelvic floor Health at Expos and Retail shows providing they notify Pelvic Floor Health of their intention to do so at least one month prior to the Expo.

RISK
The risk of any loss or damage to or deterioration of the Goods due to any cause whatsoever shall be borne by the Buyer from the time of delivery by the Seller to the buyer or to a carrier for delivery to the Buyer.

GUARANTEE AND RETURN OF FAULTY GOODS
Pelvic Floor Health offers a 12 month guarantee on Fun Factory Smartballs against technical faults. A replacement product will be provided the goods are found to be technically faulty.
The return of defective or non-complying Goods is covered by the provisions of the Consumer Guarantees Act 1993 or, if the provisions of that Act do not apply to the contract, refer to ‘Claims’ section of these terms and conditions. Faulty goods should be returned to the Seller to (by courier) LLM Ltd, 1st Floor, Tulloch House, 12 Pioneer St, Henderson, Auckland 0612, the cost of which is borne by the Buyer.

TERMS PARAMOUNT
These Terms shall be included as terms in any contract resulting between the parties and in the case of any conflict arising between the terms of the Buyer’s order and these Terms then these Terms shall prevail.

BUYER’S ACKNOWLEDGEMENT
The Buyer acknowledges that:
1. The Seller (or the Seller’s agents or representatives) has not made any representations about the Goods, represented that the Goods are fit for any particular purpose (as defined in the Consumer Guarantees Act 1993); and
2. The Buyer has not made known to the Seller any particular purpose for which the Goods are being acquired, other than those expressly confirmed by the Seller in writing.

Nothing in this clause is intended to have the effect of contracting out of the provisions of the Consumer Guarantees Act 1993.

CONSUMER GUARANTEES ACT 1993
If the Buyer is acquiring the Goods for the purposes of a business the Buyer agrees that the provisions of the Consumer Guarantees Act 1993 do not apply.
If the provisions of the Consumer Guarantees Act 1993 do apply, clause 13 of these Terms shall have no effect and the responsibility of the Seller and the rights and remedies of the Buyer in respect of the supply of Goods by the Seller to the Buyer shall by governed by the Consumer Guarantees Act 1993.

BUYER’S OBLIGATIONS
Where the buyer supplies the Goods in trade to a person acquiring them for business purposes, it must be a term of the Buyer’s contract with that person that the Consumer Guarantees Act 1993 does not apply in respect of the Goods.
Where the Buyer supplies the Goods to any other person in the course of trading, the Buyer must not give or make any undertaking, assertion or representation in relation to the Goods without the Seller’s prior approval in writing.

The Buyer agrees to indemnify the Seller against:

1. Any liability or cost incurred by the Seller as a result of any breach by the Buyer of the obligations contained in this clause;

2. Any claim or action against the Seller by any person other than the Buyer for any remedy or compensation for any loss, injury, costs, expenses or damage (including, without limitation, consequential loss or indirect damages) arising directly or indirectly out of the supply of Goods by the Seller to the Buyer, or the failure by the Seller to supply Goods in accordance with the contract, or otherwise in connection with the Goods, including, without limitation, any claim or action based on any conditions, warranties, descriptions or representations whether express or implied by law, trade custom or otherwise.

PROPERTY
Ownership of the Goods remains with the Seller and does not pass to the Buyer until the Buyer pays the invoice for the order in full and the Seller has released the Security Interest;

CLAIMS
This clause applies only where the provisions of the Consumer Guarantees Act 1993 do not apply to the contract.
The liability of the Seller in respect of any claim or action by the Buyer for any remedy or compensation for any loss, injury, costs, expenses or damage (including, without limitation, consequential loss or indirect damages) arising directly or indirectly out of the supply of Goods by the Seller to the buyer, or the failure by the Seller to supply Goods in accordance with the contract, or otherwise in connection with the Goods, including, without limitation, any claim or action based on any conditions, warranties, descriptions or representations whether expressed or implied by law, trade custom or otherwise is limited to replacement or repair of such Goods or damages not exceeding the invoice value of such defective or non-complying Goods at the option of the Seller.
The rights to reject non-conforming Goods shall be limited so as to be effective only if rejection is notified in writing to the Seller within 7 days of receipt of the Goods and the Goods are forthwith returned to the Seller at LLM Ltd, 1st Floor, Tulloch House, 12 Pioneer St, Henderson, Auckland 0612, NEW ZEALAND at the Buyer’s expense.
No claims for damages or otherwise in respect of defects or non-conformity of the Goods or otherwise shall be effective or enforceable unless written notice thereof is given to the Seller within seven days of receipt of the Goods. Such written notice should be accompanied by details of the relevant packing slip.

DESCRIPTION
This clause applies only where the provisions of the Consumer Guarantees Act 1993 do not apply to the contract. The description of the Goods in the contract is given as aid in identification of the Goods and it is not a condition of the contract that the Goods shall correspond precisely with the description given.

WAIVER
All the original rights, powers and exemptions and remedies of the Seller shall remain in full force not withstanding any neglect, forbearance or delay in the enforcement thereof. The Seller shall not be deemed to have waived any condition unless such waiver shall be in writing under the signature of the General Manager or Secretary of the Seller and any such waiver unless the contrary shall be expressly stated shall apply to and operate only in the particular transaction dealing or matter.

PERSONAL PROPERTY SECURITIES ACT 1999
Without limiting anything else in these Terms, the Buyer acknowledges that:
A These terms create, in favour of the Seller, a security interest in all present and after acquired Goods ( being, for the avoidance of doubt, all the Buyer’s present personal property and after-acquired property except for any item of personal property which has not (or which is exclusively the proceeds of any item of personal property which has not) been supplied by the Seller to (or for the account of) the Buyer) to secure the payment by the Buyer to the Seller of the Amount Owing;
B These terms will apply notwithstanding anything, express or implied, to the contrary contained in any purchase order (or its equivalent, whatever called) of the Buyer; and
C the Security Interest shall continue until the Seller gives the Buyer a final release.
The Buyer undertakes to:
A Promptly do all things, sign any further documents and/or provide any information which the Seller may reasonably require to enable the Seller to perfect and maintain the perfection of its Security Interest (including by registration of a financing statement)
B Give the Seller (addressed to the Financial Controller or equivalent) not less than 14 days’ prior written notice of any proposed change in the Buyer’s name and/or any other change in the Buyer’s details (including, but not limited to changes in the Buyer’s address, facsimile number, trading name or business practice).

The Buyer waives its right to receive a verification statement in respect of any financial statement relating to the Security Interest. To the extent permitted by law, the Buyer and the Seller contract out of:
A Section 114 (1) (a) of the PPSA; and
B the Buyer’s rights referred to in sections 107(2)(c), (d),(h) and (i) of the PPSA
The Buyer agrees that the Security Interest has the same priority in relation to all amounts forming part of the Amount Owing, including future advances.

USE OF INFORMATION
The Buyer agrees that the Seller may obtain information about the Buyer from the Buyer or any other person (including any credit or debt collection agencies) in the course of the Seller’s business, including credit assessment, debt collecting and direct marketing activities, and the Buyer consents to any person providing the Seller with such information.
The Buyer agrees that the Seller may use any information it has about the Buyer relating to the Buyer’s credit worthiness and give that information to any other person, (including any credit or debt collection agency for credit assessment and debt collection purposes. The Buyer agrees that nay other information collected by the Seller about the Buyer is accessed or collected in the course of its business, including direct marketing activities.
The Buyer must notify the Seller of any change in circumstances that may affect the accuracy of the information provided by the Buyer to the Seller or any company related to the Seller. If the Buyer is an individual (i.e. a natural person) the Buyer has rights under the privacy Act 1993 to access and request the correction of any personal information which the Seller holds about the Buyer.

REVIEW OF TERMS
The Seller reserves the right to review any of these Terms at any time and from time to time. If, following any such review, there is any change to these Terms that change will take effect from the date on which the Seller gives notice to the Buyer of such change.

SEVERABILITY
If any part of these Terms is held by any Court to be illegal, void or unenforceable, such determination shall not impair the enforceability of the remaining parts of the Terms.

RIGHTS POWERS AND REMEDIES
The rights, powers and remedies provided for in these Terms are in addition to, and do not limit or exclude (or otherwise adversely affect), any right, power or remedy provided to the Seller by law.

GOVERNING LAW
These Terms are governed by and construed in accordance with New Zealand law, and the parties hereby submit to the non-exclusive jurisdiction of the courts of New Zealand.

DEFINITIONS
“Amount Owing” means, at any time, the unpaid price charged by the Seller for the Goods, and any other sums which the Seller is entitled to charge under these Terms or which are otherwise owing by the Buyer to the Buyer (in whatever capacity).
An “Event of Default” means an event where:
A the Buyer fails to comply with these Terms or any other agreement with the Seller; or
B the Buyer is subject to any event which is in the nature of dissolution, winding up, bankruptcy, liquidation, insolvency or receivership, or which generally precedes such an event; or
C an event occurs or information becomes known to the Seller, which in the Seller’s opinion, might materially affect the Buyer’s creditworthiness, the value of the Goods the subject of the Security Interest, or the Buyer’s ability or willingness to comply with its obligations under these Terms or any other agreement with the Seller; or
D any guarantor of the Buyer’s obligations under these Terms is in default under any agreement with the Seller (in any capacity).
“Goods” means all goods supplied from time to time by the Seller to the Buyer provided that:
A (but solely for the purpose of the application of the PPSA) where the goods supplied are inventory of the Buyer, then all references to Goods in these Terms shall, in respect of those goods, be read as references to inventory for so long as they are held as inventory; and
B where the goods supplied are not inventory of the Buyer, then all references to Goods in these Terms shall, in respect of those goods, mean the goods described in any one or more of the relevant order form, packing slip or invoice (or its equivalent, whatever called) prepared by the Seller and relating to those goods, on the basis that each such order form, packing slip or invoice (or its equivalent) is deemed to be assented to by the Buyer, incorporated in, and form part of, these Terms, and (unless the context requires otherwise) includes all proceeds of such Goods and any product or mass which the Goods subsequently become part of.
“Person” includes a corporation, association, firm, company, partnership or individual.
“Security Interest” means the security interest provided for by these Terms.
References to the PPSA, the Consumer Guarantees Act 1993, and the Privacy Act 1993 include such legislation as from time to time amended, re-enacted or substituted and any statutory instruments, regulations and orders issued under such legislation.
A reference to any party under these Terms includes that party’s successors and permitted assigns and persons controlling their affairs.
Unless the context otherwise requires, words and phrases have the meanings given to them in, or by virtue of, the PPSA.