Terms & Conditions of Sale
Ivory Egg (NZ) Ltd operates a number of online web stores supplying intelligent control systems and components. All our web store and other transactions with the Company operate under standard terms and conditions, as set out below:
All orders are accepted and goods supplied subject to the following express terms and conditions (the Company's standard conditions of sale) and, save to the extent that the exclusion or restriction of liability may be prohibited by statute, all other conditions, warranties and representations, expressed or implied and statutory or otherwise, except as to title, are hereby excluded. Any order placed by a customer shall constitute an offer to contract upon these express terms and conditions, and no addition thereto or variation therefrom, whether contained in the customer's order or otherwise shall apply unless expressly agreed in writing by the Company's authorised representative. These terms and conditions do not affect our customers' statutory rights.
"The Company" means the organisation currently trading as Ivory Egg (NZ) Ltd.
"The Customer" means any company, firm, or individual or agent thereof to whom the Company may agree to sell goods in accordance with the Company's standard conditions of sale.
"The Goods" means the articles or things or services or any part of them to be provided by the Company in accordance with the Company's standard conditions of sale.
All other words and expressions are to be given their normal English meaning taken in the context of the Contract. Any dispute as to the meaning of a word is to be settled by reference to the Oxford English Dictionary.
Any reference to a clause shall mean a clause of these terms and conditions unless otherwise stated.
The use of headings in these terms and conditions shall be for convenience only and shall not affect the interpretation of these terms and conditions.
Reference to any statute or statutory provision or any other regulation includes any provision which subsequently supersedes it or re-enacts it (whether with or without modification).
3. Quotations and Orders
- The Company's quotations are given without commitment and no contract between the Company and the Customer shall arise unless and until the Company has accepted the Customer's order by telephone, facsimile or electronic mail.
- (b) Any costs incurred as a result of changes to specification by the customer after the order has been received by the Company will be the Customer's liability.
- The standard validity of all quotations is 30 days unless otherwise stated by the Company in writing.
- All prices quoted are in New Zealand Dollar (NZ$), or Australian Dollars (AU$) as stated and exclude GST unless specifically stated
- All prices quoted exclude postage and packing charges. The website automatically calculates and adds postage and packing to your order at checkout.
- Catalogues, price lists and other advertising literature or material as used by the Company are intended only as an indication to price and range of goods offered and no prices, descriptions or other particulars contained therein shall be binding on the Company.
- All quoted or listed prices are based on the cost to the Company of supplying the Goods to the customer and if before delivery of Goods there occurs any increase in any way of such costs in respect of Goods which have not yet been delivered the price payable shall be subject to amendment without notice at the Company's discretion.
- GST is the local sales tax. All prices quoted exclude GST at the rate applicable in New Zealand. GST is charged where applicable on all goods despatched to addresses in New Zealand. GST is not charged for deliveries outside of New Zealand.
5. Carriage and Delivery
Orders are typically delivered by courier and the charges depend on the value of the order, the weight of the order, and the destination. If special delivery arrangements are requested (e.g. express overnight courier) these may incur an additional charge based upon the cost of the shipment plus a handling fee.
Any times quoted for despatch are to be treated as estimates only and without prejudice, although every endeavour will be made by the Company to adhere to them. Quotations or offers of goods ex-stock are subject to the goods being unsold at the time of receipt of the customer's order. All despatch dates are calculated from the date of acceptance of the customer's order or from the date when all outstanding technical details have been resolved which ever is the later.
7. Passing of Risk and Property
- Risk in the Goods shall pass to the customer on delivery.
- Property in the Goods shall remain in the Company until payment in full therefore has been made by the customer.
- If payment in full is not made in accordance with the Company's standard conditions of sale the Company may require the customer to return the Goods forthwith and if the requirement is not immediately complied with the Company shall be entitled at any time and without notice to retake possession of the whole or any part of the Goods (and for that purpose to enter the premises occupied by the customer and sever the Goods from anything they are attached to without being responsible for any damage thereby caused) without prejudice to any other remedy that may be available to the Company.
8. Manufacturer Specification
The Company will not be liable in respect of any loss or damage caused by or resulting from any variation for whatever reason in the Manufacturer's specifications or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. The Company will endeavour to advise the customer of any such impending variation as soon as it receives notice thereof from the Manufacturer.
9. Defects and Use
Save as herein expressly provided, and save to the extent that the exclusion or restriction of liability may be prohibited by statute, the Company shall not be liable for any loss of whatsoever nature or to whomsoever or whatsoever caused arising out of the use of the Goods. The Customer shall indemnify the Company against all claims made against the company by any third party in respect, thereof. Unless otherwise agreed in writing.
- Where the Goods are rejected by the Customer as not being in accordance with the Customer's order, the Company will only accept the return of such Goods provided that it receives written notice thereof, giving detailed reasons for rejection, within 14 days of receipt of the Goods by the customer, and if such notice is not received by the Company within the said period of 14 days the Goods shall be deemed to have been accepted by the customer. The Company will not consider any claim for compensation, indemnity, or refund until liability if any has been established or agreed with the Manufacturer and where applicable the Insurance Company and under no circumstances shall the invoiced costs of the goods be deducted or set off by the customer until the Company has passed a corresponding credit note.
- In the case of defects or faulty workmanship in the Goods or any part thereof the customer shall not be entitled to receive any compensation, credit or refund in excess of that received by the Company under any guarantee or warranty given to it by the Manufacturer or the supplier thereof.
10. Returns Policy
Where the customer rejects the Goods as not being in accordance with the customer's requirement, the company shall reserve the right to refund all or part of the original invoiced amount, and recover any costs incurred in the return. For returns of standard goods which are returned in unopened packaging and in good condition, the company will normally refund the cost of the item as invoiced less a standard 25% charge for restocking.
The customer shall obtain a Return Material Authorisation (RMA) number from the company in advance of returning any items (or, when the company arranges for collecting from the customer).
The company will process the returned item then notify the customer via e-mail of the refund.
The refund shall be in the same form of payment originally used for purchase within three weeks of the company receiving the returned item(s).
Our refunds policy does not affect your statutory rights.
The warranty period is 12 months from the date of delivery to the customer.
The Company undertakes to replace or repair free of charge any components supplied against the Customer's order which in the opinion of the Company became defective due to faulty material or bad workmanship within the warranty period.
The Company's warranty does not apply to the remedying of defects caused by ordinary wear and tear, accidents, misuse or neglect, adjustments or modifications by other than employees of the Company or their accredited agents. Nor does the warranty imply any liability for damage arising directly or indirectly from any defect in the goods or delay to remedying any defects.
Specifically the Warranty does not apply to the remedying of defects caused by over-voltage caused by whatever means.
12. Trade Terms
- Unless any special terms have been agreed in writing between the Customer and the Company, the Company shall be entitled to invoice the Customer for the agreed Price either defined in an agreed Quotation, or as confirmed by the Order Acknowledgement. The Customers’ order shall in no way represent an agreement of the Price.
- The Customer shall pay the Price within the separately agreed period of the date of the Company’s invoice unless otherwise notified by the Company to the Customer in writing, and the Company shall be entitled to recover the Price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the Price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
- If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, The Company shall be entitled to:
- cancel the Contract or suspend any further deliveries to the Customer;
- appropriate any payment made by the Customer to such of the Goods (or goods and/or services supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer); and
- charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 8 per cent per annum above Reserve Bank of New Zealand base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest) before and after judgment.
13. Import Duty
The Customer shall comply with all applicable laws and regulation of the country for which the products are destined. The Company will not be liable for any breach by the Customer of such laws.
Payment for Goods by credit card or debit card (VISA, MasterCard) can be accepted over the internet by completing the form on our Secure Server (which you will find once you have gone to the checkout). Alternatively, you may send your credit card details by fax or phone. There are instructions about how to do this at the end of the on-line checkout process.
Where payment is made by credit or debit card the total amount payable is charged to the cardholders account prior to acceptance of the order. Once the payment has been cleared by the company the goods will either be shipped, if a stocked item, or orders placed to the relevant suppliers. It may not be known at the time of order what the lead-time for all the parts will be. In the event that a significant delay occurs the Customer will be informed by the Company.
We also accept payment from customers by bank transfer in NZ$. In these cases, please print the "confirm order" page in the checkout process and enclose a copy of this with your payment. When making payment please enter the Ivory Egg Order No. in the reference field and make sure all fees for the bank transfer are included in the transaction.
We can also accept orders on credit for approved accounts. Please complete our Credit Application Form in order to request a credit account. If you require a copy please request it by emailing email@example.com. We reserve the right to amend or remove credit facilities at any time.
Payment terms, where extended, are at the discretion of the Company and are detailed on each invoice.
15. Customer's Default and Cancellations and Re-scheduling of Deliveries
- If the Customer shall make default in or commit any breach of any of its obligations to the Company or if the customer being an individual (or when the customer is a firm, any partner in that firm) shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors or he shall be made insolvent or bankrupt or any application shall be made under any Bankruptcy Act for the time being in force for sequestration of his estate or a Trust Deed shall be granted by him on behalf of his creditors or the customer being an incorporated body any resolution or petition to wind up its business shall be passed or presented otherwise than for reconstruction or amalgamation or if a liquidator or receiver or manager of such corporate body or its undertaking property or assets or any part thereof shall be appointed or if the customer shall be insolvent or shall be unable or shall admit its inability to meet its commitments promptly as and when due the Company shall have the right (without prejudice to any further or other claims or right which the Company might have) forthwith to cancel any uncomplicated order or to cancel or suspend delivery and, notwithstanding any other provisions of the Company's standard conditions of sale. Payments for any delivery already made shall immediately become due.
- Requests by a customer for cancellation of any order or for re-scheduling of deliveries will only be considered by the Company if made in writing, and shall be subject to the written acceptance of the Company in accordance with sub-clause 9(a) as aforesaid, or if cancelled or re-scheduled at the request of a customer as aforesaid then the customer shall indemnify the Company against all loss, costs (including the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and the cancellation or re-scheduling thereof.
16. Force Majeure
The Company shall not be liable for the cancellation by it of any order or any unfulfilled part thereof or for effecting partial delivery or performance if performance by the Company is prevented or delayed whether directly or indirectly by any cause whatsoever beyond the reasonable control of the Company whether such cause existed or was foreseeable at the date of acceptance of the customer's order by the Company or not and without prejudice to the generality of the foregoing any cause shall be deemed to prevent, hinder or delay the Company if the Company is thereby prevented, hindered or delayed from fulfilling other similar commitments whether to the customer or to third parties.
If and to the extent that any provision or any part of a provision of the Company's standard conditions of sale is illegal, void or unenforceable for any reason, then such provision or part thereof (as the case may be) shall be deemed to be severable from the remaining provisions or parts of the relevant provision (as the case may be) all of which remaining provisions shall remain in full force and effect.
The waiver by the Company of any breach of any term hereunder shall not prevent the subsequent enforcement of that term, and shall not be deemed a waiver of any subsequent breach.
- All software, including related documentation, is supplied under license of the applicable proprietary owner or the Company. TITLE OR OWNERSHIP TO SOFTWARE DOES NOT TRANSFER TO THE CUSTOMER UNDER ANY CIRCUMSTANCES.
- It is the sole responsibility of the customer to comply with any terms and conditions of license attaching to software supplied and delivered by the Company and the customer is hereby notified that failure to comply with such terms and conditions could result in the customer being refused a software license or having the same revoked by the proprietary owner.
- All software delivered hereunder is supplied "as is" and the sole obligation of the Company in connection with the supply of software is to obtain and supply a corrected version from the manufacturer concerned in the event such software fails to conform to its product description or proves in any other way to be defective PROVIDED ALWAYS that the customer notifies the Company of any defect or non-conformance to product description within thirty days of the date of delivery of the applicable software.
- In no event shall the Company be liable for indirect or consequential damages including but not limited to damages caused by loss of data and except as stated in (a) above the Company disclaims all liability to the customer for any losses incurred by the customer as a result of any negligence or other tortuous act by the Company, its employees or agents.
- In no event shall the Company be liable for liquidated damages including but not limited to damages caused by late delivery or installation of the Goods.
The Customer agrees not to assign or transfer the Agreement or any of its rights herein without the prior written consent of the Company.
Any documentation supplied by the Company shall be considered by the Customer as confidential and shall not be made available to third parties without express authorisation by a Director of the Company.
The Company shall recover from the Customer any consequential losses associated with any unauthorised disclosure.
23. Governing Law
These conditions and the contract or order between the Company and the Buyer shall be governed by and be construed in accordance with the laws of New Zealand and submit to the exclusive jurisdiction of the New Zealand courts.
If you have any questions/comments about our terms & conditions, you should contact us using one of the methods below.