Terms and Conditions
GENERAL TERMS AND CONDITIONS
1.1 The following terms and conditions apply to all orders placed with and goods supplied by BNS Co. Limited t/a Oliver’s Cafe(Company).
1.2 Notwithstanding clause 1.1, the Company may alter or replace these terms and conditions from time to time, either by written notice to the Customer or by publishing the altered or replaced terms and conditions at its website: www.loaf.co.nz. All orders placed subsequently by the Customer shall be upon the altered or replaced terms and conditions.
2. Prices, Orders and Invoices
2.1 The Company’s prices are set out in the Company’s product list but are subject to alteration without notice.
2.2 All prices on the Company’s product list are exclusive of GST unless otherwise stated. Delivery is included unless otherwise stated.
2.3 Orders shall be binding on the Company unless otherwise advised in writing or by telephone by the Company or a person authorised on its behalf within 24 hours of receipt of the order.
2.4 Orders once accepted by the Company may only be cancelled on not less than 24 hours notice to the Company unless otherwise stated.
2.5 The Company will provide an invoice for the goods to the Customer on delivery of the goods and will send weekly statements to the Customer for regular orders.
2.6 The Company will not be bound by clerical errors or omissions whether in computation or otherwise in any product list, acknowledgment, invoice or other communication and the same shall be subject to correction.
3.1 Payment is due within 7 days of the date of invoice or weekly statement, as the case may be, unless otherwise stipulated. The Customer shall execute a direct debit authority in the form provided by the Company and deliver it to the Customer’s nominated bank. All payments due under this Agreement shall be direct debited from the Customer’s nominated bank account by the Company on the date that payment is due.
3.2 Where any payment is not made on the due date then, without prejudice to any other rights or remedies available to the Company under these terms and conditions or at law or in equity or otherwise, the Company may:
3.2.1 Charge interest, by way of liquidated damages, on all overdue accounts at the rate of 2% per month calculated on a daily basis from the date on which payment was due until payment is received by the Company;
3.2.2 Withhold deliveries or cancel undelivered orders or portions of such orders, retain as liquidated damages any moneys paid by the Customer and sue the Customer for damages;
3.2.3 Cancel any other order or contract or arrangement between the Company and the Customer or suspend the performance of such order, contract or arrangement pending payment without being liable to the Customer for any losses of any kind that it might suffer.
3.3 The Customer shall upon demand reimburse the Company for all costs (including legal costs on a solicitor/client basis), expenses or other sums incurred by the Company in the recovery of the moneys due, which sum shall also carry interest at the rate specified in clause 3.2.1 if unpaid within one calendar month of demand having been made.
3.4 The Company shall be entitled to apply or appropriate any payments to any account of the Customer. Should the Customer have a number of accounts the Company may combine any accounts and offset any amount between accounts.
3.5 The Company reserves the right to impose a credit limit at any time, which may be altered or withdrawn at the Company’s discretion with effect from the date that the Company notifies the Customer of such change.
3.6 If at any time the Company deems the credit of the Customer to be unsatisfactory the Company may require payment for the goods in advance and may suspend performance of its obligations under this contract until such payment has been received.
4. Delivery and Returns
4.1 The Company will use its best endeavours to deliver the goods at the time requested by the Customer but will not be responsible for any loss or damage (in either case, of any kind and whether direct, indirect or consequential) arising from any delay in the delivery of the goods from any cause whatsoever nor shall any such delay entitle the Customer to cancel any order or refuse to accept delivery at any time or refuse or delay payment for the goods.
4.2 The Company shall arrange delivery of the goods at the Customer’s premises or at such other location as may be agreed with the Customer. Where goods are to be delivered to the Customer’s premises the Customer shall ensure that the Company has uninterrupted access to the Customer’s premises to enable the goods to be delivered by the Company. Where access is not provided to the Company the Customer shall pay the Company upon demand such amount calculated by the Company as will compensate the Company for wasted time and expenditure and any storage or other charges.
4.3 The Customer will promptly check for correctness in deliveries made by the Company and will advise the Company of any shortages or incorrect deliveries within 2 hours of receipt of the goods by the Customer. Where the Company is satisfied, after carrying out its own investigation, that there has been short delivery or error in dispatch of any goods, in each case due to the fault of the Company, the Company will at its discretion provide for such shortage or incorrect delivery either replacement goods (if it is practicable to do so) or a credit against future orders. Goods may not be returned for credit.
4.4 Risk in the goods shall pass to the Customer upon delivery. The Company will have no liability in the event that the goods, having been delivered, are lost, stolen, destroyed or damaged in any way from any cause whatsoever nor shall the Customer be entitled to refuse or delay payment for the goods.
5. Warranties and Liabilities
5.1 The Company makes no representation and gives no assurance, condition or warranty of any kind to the Customer (including any assurance, condition or warranty implied by law to the extent that the assurance, condition or warranty can be excluded) in relation to the goods and accepts no liability for any assurance, condition, warranty, representation, statement or term not expressly set out in these terms and conditions. The Customer specifically acknowledges that it is acquiring the goods and services for business purposes and the Customer agrees that all provisions of the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 are excluded.
5.2 The benefit of any warranties and conditions conferred by the Company on the Customer are personal to the Customer and are not assignable.
5.3 The Company shall not be liable to the Customer or any other person for any indirect or consequential loss or damage of any kind arising out of defective goods or any breach by the Company of its warranties or conditions or obligations under these terms and conditions or negligence or otherwise. Regardless of the legal basis of any claim, the Company’s maximum liability to the Customer under any circumstances is limited to a sum not exceeding the invoiced value of the goods in relation to which the claim relates.
6. Force Majeure
6.1 The Company shall not be responsible to the Customer for failure to perform any of its obligations due to causes beyond its control including work stoppages, fires, civil disobedience, riots, rebellions, acts of God and similar occurrences. In such circumstances the Company shall have the right at its discretion to delay the performance of its obligations until such causes cease or to cancel the whole or any part of this contract without incurring any liability to the Customer.
7. Waiver and Variation
7.1 The Company shall not be deemed to have waived or varied any provision of these terms and conditions or any right or remedy which it may have under these terms and conditions or at law or in equity or otherwise unless the waiver or variation is in writing signed by the Company or an authorised person on its behalf. No waiver of a breach shall be deemed to be a waiver of any other breach or any further breach.
8.1 In the event of any conflict between the terms of any product list or order confirmation or other communication and these terms and conditions, the express provisions contained in the product list or order confirmation or other communication, as the case may be, shall prevail. These terms and conditions shall prevail over the Customer’s terms and conditions (if any).
9. Governing Law
9.1 These Terms and Conditions are governed by the laws of New Zealand and the parties agree to submit to the exclusive jurisdiction of the New Zealand Courts.