Terms and Conditions

The following terms and conditions of sale shall apply to the supply of Goods and Services and to any quotation or estimate provided by the Company to you as Customer. These terms replace, or prevail any prior agreements or understandings relating to the supply of goods between the Company and the Customer.

  1. DEFINITIONS
    1. “Company” means Synergy Bathroomware Limited.
    2. “Customer” means the Customer or any person acting on behalf of and with the authority of the Customer.
    3. “Goods” means any products supplied by the Company to the Customer described in any invoice.
    4. “Price” means the stated or quoted price, or cost of the Goods (exclusive of GST) as agreed between the Company and the Customer. The price includes the cost of delivery as an addition and as quoted by the Company, and accepted by the Customer.
    5. “PPSA” means the Personal Property Securities Act 1999.
  2. QUOTATIONS
    1. A quotation will not constitute an offer to sell the Goods or Services to the Customer until the Quotation has been accepted by the Company in writing.
    2. Any increase in material and/or labour, or delivery costs between the date of the quotation and the date of acceptance of the quotation by the Company affecting the costs of supply, production and/or delivery of the Goods may be added to the price provided that the Company informs the Customers in writing of any such price increase.
    3. Quotations may be revised or withdrawn by the Company at any time prior to acceptance in writing by the Customer.
    4. All quotations are based on the conditions and specifications provided by the Customer. The Customer is solely responsible for the accuracy of the plans, specifications or information supplied by or on behalf of the Customer upon which a quotation and pricing is given by the Company.
  3. ACCEPTANCE
    1. Subject to clause 2.1 of these terms and conditions of trade any instructions received by the Company from the Customer for the supply of Goods shall constitute a binding contract and acceptance of the terms and conditions contained herein. No variation or modification of these terms and conditions will be binding on the Company unless accepted by the Customer and the Company in writing.
  4. PRICE AND PAYMENT
    1. The price of the Goods will be the price current on the date of delivery of the Goods, unless otherwise expressly agreed in writing by the company.
    2. Unless stated otherwise in writing, all prices are exclusive of any GST. The price of the Goods excludes the cost of delivery and installation, which is payable in addition to the price.
    3. The Company may vary its pricing from time to time without notice to the Customer. Any variation will be effective from the date specified by the Company and will apply to all orders accepted by the Company on or after that date.
    4. Payment for Goods plus any applicable Goods and Services Tax shall be made by the Customer (time being of the essence) to the Company in cleared funds, and without set-off, deduction, and free of any counterclaim.
    5. Where purchases of Goods are charged to a valid credit account, then payment is due in full in cleared funds by the 20th day of the month in which the invoice is issued by the Company.
    6. Interest shall be charged by the Company to the Customer on any amount owing after the due date at the rate of 15% per annum calculated on a daily basis until the account is paid in full.
    7. Any certificate signed by the Company as to an amount due by the Customer shall be conclusive evidence and binding on the Customer for all purposes, including any proceedings issued by the Company against the Customer.
    8. Credit card payments made by the Customer to the Company, will incur a 2% surcharge, and is nonrefundable.
  5. OWNERSHIP
    1. Ownership in any Goods supplied by the Company passes to the Customer only when the Customer has made payment in full for all Goods provided and of all other sums due to the Company by the Customer on any account whatsoever.
    2. Until ownership of the Goods passes to the Customer, the Customer must:
      1. hold the Goods on trust for the Company as bailee;
      2. store the Goods safely and in such a way that clearly identifies the Goods as the sole property of the Company and shall not relinquish possession or remove the Goods from the Customer’s premises except in the ordinary course of business;
      3. only use or sell the Goods in the ordinary course of business. This authority is revoked immediately if an Event of Default occurs;
      4. insure the Goods against all usual risks for full replacement value. Any insurance claims in respect of damage to, or destruction of, the Goods are hereby assigned by the Customer to the Company.
      5. disclose to the Company all information reasonably required regarding the Goods and any on- sale of the Goods by the Customer;
      6. inform the Company immediately of any attempt by any third party to exercise remedies against the Goods or of any circumstances that may jeopardise the Company’s interest in the Goods;
      7. not do or allow to be done anything that might contribute to a deterioration in the value of the Goods or otherwise adversely affect the Company’s security in the Goods.
    3. The Customer gives irrevocable authority to the Company to enter any premises occupied by the Customeror any other party on which Goods are situated at any reasonable time after default by the Customer, or before default if the Company believes a default is likely and to remove and repossess any Goods and any other property to which Goods are attached or in which Goods are incorporated. The Company shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever, unless by statute such liability cannot be excluded. The Company may either resell any repossessed Goods and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs), or may retain any repossessed Goods and credit the Customer’s account with the invoice value thereof less such sum as the Company reasonably determines on account of wear and tear, depreciation, obsolescence and costs.
  6. PERSONAL PROPERTY SECURITIES ACT 1999 (PPSA)
    1. Until all sums due to the Company are paid by the Customer the Company has a security interest in all Goods registerable under the PPSA.
    2. Customer:
      1. agrees that the retention of title in clause 5 of these Terms creates a Purchase MoneySecurity Interest (having the meaning given to that term in the PPSA) in all present andafter acquired Goods (and their Proceeds) as security for payment of the purchaseprice for the Goods until such amount is paid in full; and
      2. grants to the Company a security interest in all of the Customer’s present and afteracquired personal property (as defined in the PPSA) including a fixed charge over allthe Customer’s real property, wherever situated as security for the due payment of allother Secured Indebtedness, and to secure performance of all obligations owing by theCustomer to the Company(such personal property and real property is together the“Secured Property”); and
      3. agrees that Company shall be entitled at its discretion to register a General Security Agreement or a Purchase Money Security interest with the Customer as the Debtor;and
    3. The Customer agrees that none of section 114 (1)(a), 133 or 134 of the PPSA will apply to any dealingswith the Goods under these terms and conditions of trade. The Customer further waives their rights:
      1. to receive a statement of account under section 116;
      2. to receive any part of the surplus under section 117 (1) (c) or recover it under sections117 (i) (a) or 117(1)(b) to which is subsequently transpired that person was not entitled;
      3. to receive notice of any proposal by the Company to retain the Goods under section120 (2);
      4. to object to the Company’s proposal to retain the Goods under section 121;
      5. to make any claim for damages to any other Goods if the Company removes anaccession under section 125;
      6. to be given notice of the removal of any accession under section 129;
      7. to apply to the Court for any order with respect to removal of an accession undersection 131;
      8. to redeem any Goods under section 132.
  7. DISPUTES AND RETURN OF GOODS
    1. No Goods will be accepted for return by the Company;
      1. without prior approval of the Company, (at its discretion);
      2. without a prior return authorisation form and number which must be obtained from the Company, and which must accompany the returned Goods.
    2. Return freight and insurance costs must be prepaid by the Customer, and any freight charges on the original invoice will not be credited.
    3. No Goods in the Company’s price list, which are non-stock kept units (i.e. custom-made goods), will be accepted for return and no credit will be approved. This also includes products manufactured or imported to the Customer’s specifications and non-standard sizes and/or finishes.
    4. Where Goods signed for by the Customer, or where the Goods are directly delivered by the Company to a third party on the Customer’s behalf and signed for by the third party as received in an undamaged condition those Goods cannot later be returned to the Company as being received in a damaged condition.
  8. LIABILITY
    1. The Company shall not be liable for any loss or damage (including loss of profit) of any kind whatsoever including consequential loss whether suffered or incurred by the Customer or any another person, and whether in contract or tort (including negligence), or otherwise irrespective of whether such loss or damagearises directly or indirectly from Goods or Services provided by the Company. If for whatever reason the Company are found liable at law the Customer agrees that the Company’ liability under these terms and conditions are limited at the Company’s option to repair, replace or refund any defective Goods covered byany warranty, or at the Company’s option to pay to the Customer $1,000 plus GST in respect of any claim made by or through the Customer.
  9. CONSUMER GUARANTEES ACT 1993
    1. It is acknowledged and agreed by the Customer that where the Goods are supplied for the purposes of a business, the provisions of the Consumer Guarantees Act 1993 shall not apply, and that no representation, condition, warranty or premise expressed or implied by law or otherwise applies to the Goods and Services.
    2. The Company does not provide any warranty that the Goods and Services are fit and suitable for the purpose for which they are required by the Customer, and shall have no liability if they are not.
  10. WARRANTIES
    1. Manufacturer warranties free from manufacturing defects for different periods apply in respect of the Goods which will be passed on to the Customer. The Customer is acknowledged that it is only covered by the manufacturer warranties provided the Customer has followed the manufacturer’s instructions, including but not limit to the cleaning and maintenance, and recommended cleaning methods instructions.
    2. Where any Goods are covered under the warranty under clause 12.2 OR 12.3 the Company is entitled to satisfy their warranty obligations by (at the Company’s discretion) repairing, replacing or refunding the damaged Goods provided that the Company shall have no obligation to remedy any damage or defect caused by:
      1. any wilful act or negligence of the Customer or any other person in respect of the Good; or
      2. faulty materials or workmanship other than materials or work supplied by the Company; or
      3. or unintended use of the Goods by the Customer, or failure by the Customer to maintain the warranted Goods in accordance with stated or recommended instructions or requirements provided by any manufacturer of the Goods or the Company.
    3. For the avoidance of doubt in respect of Goods covered by 12.2 and 12.3 other than the Company’s obligation to repair, replace or refund the damaged Goods, the Company shall not be liable for any loss or damage (including loss of profit) of any kind whatsoever including consequential loss whether suffered or incurred by the Customer or any another person and whether in contract or tort (including negligence), or otherwise.
  11. GUARANTEE AND INDEMNITY
    1. The Customer hereby indemnifies the Company and the employees and agents against all and any claims, damages and losses of any kind whatsoever however caused or arising in relation to the provision of the Goods or under their terms and conditions of trade and without limiting the generality of the foregoing of theclause whether caused or arising as a result of the negligence of the Company or otherwise, brought by any person in connection with any matter, act, omission, or error by the Company, its agents or employees in connection with the Goods.
    2. The director(s), shareholders of the Customer in consideration for the Customer agreeing to supply Goods and granting credit to the Customer at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as guarantors and principal debtors to the Company the payment of any and all monies now or hereafter owed by the Customer to the Company and indemnity the Company 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 under these terms and conditions of trade.
    3. The Guarantor further acknowledges and agrees that:
      1. this guarantee is a continuing guarantee and shall not be satisfied or be discharged by any intermediate payments or settlements of account and is in addition to any other guarantee or security held by the Company at any time.
      2. the Guarantor’s liability shall be for all monies and not be limited by any amount.
      3. the Guarantor’s obligations under this guarantee will not be affected by any time, indulgence,waiver, consent, compromise, settlement, cancellation of credit, refusal to supply, an amendment to, or the enforcement of a failure to enforce this guarantee or any terms and conditions of sale between the Customer and the Company.
      4. they will pay without set off or deduction any and all of the Company’s costs and expenses (including solicitor – client costs) incurred in enforcing this guarantee.
  12. CANCELLATION
    1. The Company may cancel these terms and conditions or cancel delivery of Goods at any time before the Goods are delivered by giving written notice. On the giving of such notice the Company shall promptly repay to the Customer any sums paid in respect of the Price for the Goods. The Company shall not be liable for any loss or damage whatever arising from such cancellation.
    2. Without prejudice to any other remedies the Company may have, if at any time the Customer is in breach of any obligation (including those relating to payment) the Company may suspend or terminate the supply of Goods to the Customer and any of its other obligations to the Customer. In exercising the Company’s rights under this clause, the Company will not be liable to the Customer for any loss or damage the Customer suffers because the Company has exercised its rights hereunder.
    3. Any expenses, disbursements and legal costs incurred by either party in the enforcement of any rights contained in these terms and conditions of trade shall be paid by the initiation party, including but not limited to any reasonable solicitor’s fees or debt collecting agency expenses and fees.
    4. If, the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors or a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any of its assets then without prejudice to the Company’s other remedies at law, the Company shall be entitled to cancel all or any part of any order of the Customer which remained unperformed in addition to, and without prejudice to any other remedies, and all amounts owing to the Company shall immediately become payable.
    5. In the event of a default by the Customer under these terms and conditions of trade, the Company shall not be required to marshall, enforce or apply under any security interests or other entitlement held by the Company at any time or any money or property that the Company holds or is entitled to hold.
    6. The Customer irrevocably appoints, and ratifies the actions or omissions of, the Company and any receiver, or nominee of the Company, and authorises such attorney to execute in the Customer’s name or otherwise and at its expense to complete, execute otherwise perfect all assignments, security interests and other agreements and documents and to generally do all such other things which the Attorney may consider necessary or expedient to secure to the Company the full benefits of its rights under the terms and conditions of trade.
    7. Termination of these terms and conditions of trade will not prejudice or affect the rights, remedies and claims the Company may have against the Customer for breach of their obligations under these terms and conditions of trade.
  13. COLLECTION AND USE OF INFORMATION
    1. The Customer authorises the Company to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness or enforcing any rights under these terms and conditions of trade.
    2. The Customer authorises the Company to use any information about the Customer for the purpose of providing the Customer with information about products and services that the Company thinks might be of interest to the Customer.
    3. Where the Customer is a natural person, the authorities given to the Company are authority or consent for the purposes of the Privacy Act 1993, and the Privacy Code 2004.
  14. GENERAL
    1. The Company shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
    2. Failure by the Company 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 the Company has under this contract.
    3. If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provision shall not be affected, prejudiced or impaired.
    4. The Customer shall not assign all or any of its rights or obligations under this contact without the written consent of the Company.
      1. These terms and conditions of trade are governed by the laws of New Zealand and the Customer agrees to submit to the non-exclusive jurisdiction of the courts of New Zealand.
    5. The Customer must promptly execute and do all things as required under these terms and conditions of trade, including the provision of any security interest in favour of the Company.