Terms and conditions
- In these terms of trade and conditions, unless the context indicates otherwise:
- "Force Majeure Event" means any event or circumstance beyond our reasonable control and includes, but is not limited to any event or circumstance occasioned by, or in consequence of, any act of God, strikes, lockouts, other industrial disturbances, wars, terrorism, blockades, insurrections, riots, epidemics, pandemics or other infectious diseases, shortage of labour or civil disturbances, the order, direction, or requirement of any court, government, or local authority;
- “Goods” means any goods, products or deliverables supplied or provided by us to you and includes without limitation any related or associated services, parts, or components;
- “GST” means goods and services tax as defined in the Goods and Services Tax Act 1985;
- “Price” means the total amount payable by you for the Goods as determined in accordance with clause 3.1;
- “Terms” means these Terms and Conditions of Trade;
- “we”, “us”, “our” means iGadget Limited (company no 6475832) and its related companies (as that term is defined in the Companies Act 1993), agents, successors, or assigns;
- “Website” means our website from time to time (currently being igadget.co.nz; and
- “you” and “your” means the person/s or entity/ies to whom we provide Goods.
- In these terms of trade and conditions, unless the context indicates otherwise:
- These Terms apply and are incorporated into any agreement for the supply of Goods by us to you. All other terms and conditions are expressly excluded unless otherwise agreed in writing. If there is any conflict between an Order and these Terms, these Terms prevail.
- Our agents, employees, contractors and representatives have no authority to make any oral representations, statements, warranties, conditions or agreements that conflict with these Terms.
- By submitting an Order you are deemed to have accepted these Terms. We will treat any person holding him/herself out as your agent, employee, contractor or representative as authorised by you to submit an Order.
- A binding contract is deemed to be formed between us and you when we notify acceptance of your Order by email, in person, on our website, or by telephone or otherwise act on your Order.
- We may terminate this and/or any other agreement between us immediately if you do not make payment of any amounts due to us on or before the due date for payment, indicate that you will not pay any sums by the due date, fail to comply with your obligations under these Terms, or suffer an insolvency event.
- Unless otherwise agreed by us, the price of the Goods will be specified on acceptance of your Order. Where no Price is specified, the Price will be the current price at which such Goods are sold or supplied by us at the time of the Order, plus all costs, expenses and disbursements incurred by us. The Price is exclusive of GST unless specifically stated otherwise. Unless otherwise stated, you will pay all applicable GST in addition to the Price. We reserve the right to alter the Price because of circumstances beyond our control (including to fluctuations in international monetary exchange rates, shipping rates, shortages, duties and tariffs, and other events).
- The method and cost of delivery (if and where applicable) will vary according to the delivery method chosen by you or otherwise in accordance with our Shipping Policy.
- Unless otherwise stated, all costs associated with delivery including but not limited to carriage and freight will be payable by you in addition to the Price.
- If we provide you with a quote for the Goods (including for off-line orders), the quotation shall be valid for 30 days from the date the quote was provided to you. However, we reserve the right to alter the quotation if exceptional circumstances arise beyond our control.
- If you order online via our website, full payment of the Price will be required at the time that you submit your Order. If you order offline, full payment will be required as specified on our invoice/s. The method of payment will be as directed by us.
- Without prejudice to our other rights and remedies under these Terms or at law, if you fail to make payment of any amount due to us, we may refuse to supply the Goods and/or charge interest on the amount owing at the rate of 10% per annum from the due date for payment until payment is received in full.
- Any expenses, disbursements and legal costs incurred by us in the enforcement of any rights contained in these Terms will be paid by you, including our reasonable solicitor’s fees or debt collection agency fees.
- Delivery of the Goods will be made by us to the place and by the method specified by you in the Order and in accordance with our Shipping Policy available on our Website. You must specify the exact location for delivery in the Order. If we later agree to change the method of delivery at your request, further charges may apply.
- We will use our reasonable endeavours to supply the Goods by the delivery date specified, however, we will not be liable for any costs, losses, damages or claims in relation to any failure or delay in supply and you will not be able to terminate this agreement or any Order due to any failure or delay in supply. If we are unable to supply the Goods as agreed solely due to any action or inaction of yours then we will be entitled to charge a reasonable fee for re-supplying the Goods at a later time and date.
- Risk in the Goods will pass from us to you when the Goods are given to a carrier, courier, or other bailee for purposes of transmission to you.
retention of title and PPSA
- The terms of this clause 6 will apply where payment is not made in full at the time of Order.
- We will retain ownership of and title to all Goods until payment has been made by you in full. In the meantime you will ensure that all Goods are stored in a way that clearly identifies the Goods as our property.
- You acknowledge that until full payment is made for the Goods you retain possession of them solely as our bailee. You will hold the proceeds of sale of all Goods that have not yet been paid for in trust for us.
- You agree that we, our agents or employees (on written notice) may enter onto any premises under your ownership or control for the purpose of inspecting and/or repossessing any Goods not paid for in full.
- You hereby grant us a security interest over the Goods to secure your obligations to us under these Terms. If you should use or make use of the Goods in such a way that they are mixed with other goods, used up in the process of making other goods or become an unidentifiable part of new and different goods, we will be given ownership of such goods to secure your obligations to us under these Terms. You acknowledge that these Terms constitute a security agreement for the purposes of the Personal Property Securities Act 1999 (“PPSA”), and you will provide us with any information we require to register a financing statement pursuant to the PPSA.
warranty and liability
- Nothing in these Terms will restrict, negate, modify or limit any of your rights under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986 where you are not acquiring the Goods for the purpose of a business or in trade.
- All Goods are subject to our Warranty and our Returns Policy, each of which is available on our Website. We suggest that you review these polices (in particular the exclusions set out therein).
- To the extent that our liability is not otherwise limited or excluded, and to the maximum extent permitted by law, our aggregate liability to you whether in tort, contract, at law (including for a misrepresentation) or otherwise for any loss damage or injury in relation to the Goods is limited to the Price actually paid by you. To the maximum extent permitted by law, we will not be liable for any loss or damage of any kind whatsoever arising from the supply of Goods by us to you, including direct or consequential loss and loss of profits, whether suffered or incurred by you or another person or entity and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods provided by us to you.
- Despite anything else contained in these Terms and to the maximum extent permitted by law:
- we will not be responsible or liable for any matters excluded under our Warranty or Returns Policies;
- we will not be responsible or liable for any acts or omissions of any third parties;
- Unless otherwise agreed in writing in an Order, no claim relating to the Goods or returns will be considered unless made within the warranty period set out in our Warranty Policy and in accordance with our Returns Policy, each of which is available on our Website;
- the parties agree and acknowledge that if the Goods supplied by us and acquired by you are supplied or acquired in trade within the meaning of the Fair Trading Act 1986, that sections 9, 12A, and 13 of the Fair Trading Act 1986 will not apply to the agreement between us, and that it is fair and reasonable to exclude their application;
- the parties agree and acknowledge that if they are both in trade, and that the Goods supplied by us and acquired by you are supplied or acquired in trade, that the provisions of the Consumer Guarantees Act 1993 will not apply to the agreement between us, and that it is fair and reasonable to exclude their application;
- the parties agree and acknowledge that the provisions of Part 3 of the Contract and Commercial Law Act 2017 will not apply;
- unless these Terms expressly provide or the parties agree otherwise in writing (for example, pursuant to a specific warranty in relation to the Goods), to the fullest extent permissible by law all warranties, conditions or other terms implied by law are excluded; and
- for the purposes of this clause you acknowledge that you had a reasonable opportunity to review these Terms, discuss them with us, and receive advice from your legal advisor, if you wished to do so.
- These Terms constitute the sole understanding of the parties in relation to its subject matter. They supersede all prior understandings, written or oral, which will be of no further force or effect. No alteration or variation or waiver of these Terms is binding unless we authorise it in writing. To the extent permitted by law, we may alter or change these Terms by notice to you.
- You must not assign, subcontract or transfer any part of your rights or obligations under these Terms (including undergoing an effective change in your management or control) without our prior written consent. We may assign any rights or obligations without your approval as well as subcontract any obligations to third parties.
- A waiver of any provision of these Terms will not serve as a waiver of any other provision.
- We will not be liable for any delay or failure in the performance of any of the obligations imposed by these Terms, to the extent that the failure is due to a Force Majeure Event.
- These Terms are to be construed and governed by the laws of New Zealand and the exclusive jurisdiction of the courts of New Zealand.
- If any provision in these Terms is held to be invalid, void or illegal or unenforceable, the validity existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired.