1.1 “Vision Wholesale” shall mean Executive Imports.Com Ltd trading as Vision Wholesale, or any duly appointed agent.
1.2 “Customer” shall mean the Customer, any person acting on behalf of and with the authority of the Customer, or any person purchasing Goods and services from Vision Wholesale.
1.3 “Goods” shall mean:
1.3.1 all Goods supplied by Vision Wholesale to the Customer;
1.3.2 all Goods supplied by Vision Wholesale and further identified in any invoice issued by Vision Wholesale to the Customer, which invoices are deemed to be incorporated into and form part of this agreement;
1.3.3 all Goods that are marked as having been supplied by Vision Wholesale or that are stored by the Customer in a manner that enables them to be identified as having been supplied by Vision Wholesale;
1.3.4 all of the Customer’s present and after acquired Goods that Vision Wholesale has performed work on or to or in which goods or materials supplied have been attached or incorporated. 1.3.5 The above description may overlap but each is independent of and does not limit the others.
1.4 “Price” shall mean the cost of the Goods as agreed between Vision Wholesale and the Customer.
2.1 Any contract entered into between Vision Wholesale and the Customer for the supply of Goods shall constitute a binding contract and acceptance of the terms and conditions contained herein.
2.2 Where more than one Customer has entered into this contract, the Customers shall be jointly and severally liable for all moneys due and owing to Vision Wholesale.
2.3 Upon acceptance of these terms and conditions by the Customer the terms and conditions are binding and can only be amended with the written consent of Vision Wholesale.
3. COLLECTION AND USE OF INFORMATION
3.1 The Customer authorises Vision Wholesale 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 Goods provided by Vision Wholesale to any other party.
3.2 The Customer authorises Vision Wholesale to disclose any information obtained to any person for the purposes set out in clause 3.1.
3.3 Where the Customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.
4.1 At Vision Wholesale’ sole discretion the Price shall be either:
4.1.1 As indicated on invoices provided by Vision Wholesale to the Customer in respect of goods and/or services supplied; or
4.1.2 Vision Wholesale’ quoted price shall be binding upon the Vision Wholesale provided that the Customer accepts Vision Wholesale’s quotation within 7 days.
5.1 Payment for Goods shall be made in full by the 20th of the month following the date of the invoice unless prior written arrangement is made between the Customer and Vision Wholesale (“the due date”).
5.2 Interest may be charged on any account (excluding any interest component) owing after the due date at the rate of 14% per annum.
5.3 Any expenses, disbursements and legal costs incurred by Vision Wholesale in the enforcement of any rights contained in this contract shall be paid by the Customer including any solicitor/client fees and/or debt collection agency fees.
5.4 Payment of Goods shall be made free of any counterclaim, set-off, deduction or any other claim whatsoever.
6.1 Where a quotation is given by Vision Wholesale for Goods:
6.1.1 Unless otherwise agreed the quotation shall be valid for 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.
7.1 Vision Wholesale may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice Vision Wholesale shall repay to the Customer any sums paid in respect of the Price. Vision Wholesale shall not be liable for any loss or damage whatsoever arising from such cancellation.
7.2 In the event that the Customer cancels delivery of Goods the Customer shall be liable for any loss incurred by Vision Wholesale (including, but not limited to, any loss of profits) up to the time of cancellation. CONSUMER GUARANTEES
7.3 If the Customer is, or holds itself out as purchasing the Goods for the purposes of a business (as defined in the Consumer Guarantees Act 1993) it is hereby expressly agreed that the guarantees implied by the Consumer Guarantees Act 1993 are excluded.
8.1 The Goods remain at Vision Wholesale risk until delivery to the Customer.
8.2 Delivery of Goods shall be deemed complete when Vision Wholesale delivers the Goods to the Customer’s nominated address or possession of the Goods is given to the Customer’s agent, carrier, courier or other bailee for the purposes of transmission to the Customer.
9. PAYMENT ALLOCATION
9.1 Vision Wholesale may at its discretion allocate any payment received from the Customer towards any invoice that Vision Wholesale determines and may do so at the time of receipt or at any time afterwards.
10.1 The Customer shall inspect the Goods on delivery.
10.2 The Customer shall within 7 days of delivery of the Goods notify Vision Wholesale of any alleged defect, shortage in quantity, damage or failure to comply with the description of quote. The Customer shall afford Vision Wholesale an opportunity to inspect the Goods within a reasonable time following delivery if the Customer believed that the Goods are defective in any way.
10.3 If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Vision Wholesale has agreed in writing that the Customer is entitled to reject, Vision Wholesale’ liability is limited to either (at Vision Wholesale’ discretion) replacing the Goods or repairing the Goods.
10.4 Vision Wholesale shall not be liable for any consequential losses or damages whatsoever arising from the supply of defective Goods.
11.1 Goods will not be accepted for return other than in accordance with clause 10 (and its sub-clauses) above.
11.2 Any Goods accepted by Vision Wholesale for return must be securely packaged and in an undamaged condition. Goods which have been altered, tampered with or modified with in any way will not be accepted for return. A copy of the original invoice must accompany all returned Goods.
12. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
12.1 If the Customer is a company or trust, the director(s) or trustee(s) signing this contract in consideration for Vision Wholesale agreeing to supply Goods and grant credit to the Customer at their request, also execute this contract in their personal capacity and jointly and severally personally undertake as principal debtors to Vision Wholesale the payment of any and all monies now of hereafter owed by the Customer to Vision Wholesale and indemnify Vision Wholesale against non-payment by the Customer. Any personal liability of a signatory hereto shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.
13.1 Vision Wholesale does not warrant or represent the suitability of any product for the Customer’s use.
13.2 The Customer shall accept responsibility to ensure reasonable on site access is available for delivery of the Goods.
13.3 All conditions and warranties under the Sale of Goods Act 1908 are hereby excluded.
13.4 Vision Wholesale shall not be liable for any delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
13.5 Failure by Vision Wholesale 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 Vision Wholesale has under this contract.
13.6 If any provision of this contract shall be invalid, void or illegal or unenforceable this validity existence, legality and enforceability of he remaining provisions shall not be affected, prejudiced or impaired.
13.7 Vision Wholesale and the Customer acknowledge that:
a) these terms and conditions express the entire understanding and agreement between them;
b) there have been no representations made by either party to the other except such as expressed in these terms and conditions.
13.8 In the event of default of these terms and conditions by the Customer and legal proceedings are initiated by Vision Wholesale as a result of such default, the Customer hereby agrees and consents to the proper office of the court being the Palmerston North Registry.