1.1. The Customer and Hygiene Technologies Limited (“HTL“) agree that the terms and conditions set out below (“Terms”) will apply to any Order for Goods made by the Customer from HTL.
2.1. “Address for Service” means the postal or email address last notified by the Customer. “
2.2. Agreement” means the agreement created between the Customer and HTL pursuant to clause 3 of these Terms.
2.3. “Application” means the application for a Credit Account made by the Customer.
2.4. “Credit Account “means the credit account provided by HTL at the request of and for the Customer to enable delivery and receipt of Goods prior to payment.
2.5. “Customer” means the person or legal entity making an Order of Goods from HTL.
2.6. “Default Event” means an event where –
2.6.1. the Customer fails to comply with the terms of the Agreement or any other written contract with HTL; or
2.6.2. the Customer commits an act of bankruptcy; or
2.6.3. the Customer enters into any composition or arrangement with creditors; or
2.6.4. if the Customer is a company:
18.104.22.168. the Customer does anything which would make it liable to put into liquidation; or
22.214.171.124. a receiver or statutory or official manager is appointed over all or any of the Customers assets; or
126.96.36.199. a resolution is passed for the Company to be placed into liquidation or administration.
2.7. “Due Date” means the date notified by HTL to the Customer by which payment must be made. If the Order is a Cash Order (as defined at clause 3.1) then the Due Date for payment shall be the date upon which the Cash Order is placed by the Customer. If the Order is a Credit Account Order (as defined at clause 3.1) or any other Order that is not a Cash Order then the Due Date shall be stipulated on the invoice HTL issues in respect of that Order. If no date is stipulated on that invoice then the Due Date for payment shall be no later than the 20th day of the month following the date of the invoice.
2.8. “Goods” means chemical products, equipment and any other products and business services supplied by HTL pursuant to any Order placed by the Customer.
2.9. “Order” means any order for Goods submitted by the Customer on the Website or any order for Goods submitted by the Customer by any other means.
2.10. “PPSA” means the Personal Property Security Act 1999.
2.11. “Price” means the Purchase Price of the Goods and any other costs payable by the Customer under the Agreement.
2.12. “Underlying System” means any network, system, software, data or material that underlies or is connected to the Website;
2.13. “Sum Owing” means any amounts outstanding to HTL in respect of Goods and any other amounts which HTL is entitled to charge under the Agreement.
2.14. “Website” means the website operated by HTL having the following URL www.hygienetech.co.nz.
3.1. Website Orders: Orders are able to be completed using the Website by either the Customer making payment at the time of placing an Order (“Cash Order”) or by the Customer ordering the Goods and making payment under the terms of that Customer’s Credit Account (“Credit Account Order”). These Orders shall be offered and accepted using the Website as follows:
3.1.1. Cash Order: If the Customer places a Cash Order to purchase goods from HTL using the Website then on selecting the Goods to purchase and completing payment for the Goods shall constitute an offer by the Customer to purchase the Goods from HTL. Upon confirmation of payment of the Goods, HTL shall be deemed to have accepted the offer made by the Purchaser and there shall be a binding agreement between the Customer and HTL which shall incorporate these Terms. For clarity, these Terms are included on the Website for the Customer’s reference.
3.1.2. Credit Account Order: If the Customer places a Credit Account Order to purchase goods from HTL using the Website then selecting the Goods to purchase shall constitute an offer by the Customer to purchase the Goods from HTL. Upon confirmation of the Credit Account Order by HTL, the offer shall be deemed to have been accepted and there shall be a binding agreement between the Customer and HTL which shall incorporate these Terms. For clarity, these Terms are included on the Website for the Customer’s reference.
3.2. All other Orders: If the Customer places an Order to purchase goods from HTL using any other method of offer that HTL may accept from time to time (such as phone or email order) then the placement of an Order using such means shall constitute an offer by the Customer to purchase the Goods from HTL. The Order shall only be deemed to be accepted by HTL when it has notified (in writing) the Customer that the Order has been accepted. On the acceptance of the Offer by HTL there shall be deemed to be a binding Agreement between the Customer and HTL which shall incorporate these Terms.
4. CREDIT ACCOUNT
4.1. Where the Customer has a Credit Account with HTL then any Order made by the Customer under the Credit Account shall be in accordance with these Terms and on any other terms contained in the Application made by the Customer.
4.2. HTL may impose a credit limit on the Credit Account at its discretion and alter the credit limit without notice. Where the credit limit is exceeded, HTL reserves the right to refuse supply of Goods to the Customer.
4.3. The Customer shall pay the Sum Owing to HTL in full without any deductions, whether by way of set off, counter claim, or any other equitable legal claims
5.1. Website Orders: On placing the Order the Customer shall pay the Price for the Goods as stated on the Website. The Customer shall have the ability to view the Prices on the Website either inclusive or exclusive of GST depending on their individual requirements. All Prices on the Website exclude other taxes and/or levies payable in respect of the Goods and delivery costs (if applicable) which shall be an additional charge payable by the Customer. The additional charges payable on the Goods (including GST and delivery costs) shall be calculated upon the Customer placing its Order.
5.2. All Other Orders: On placing the Order using any other purchasing method other than the Website, the Customer shall pay the Price for the Goods as stated on the invoice that HTL issues to the Customer. The Price stated on any invoice that the Customer receives shall include GST, any other taxes and/or levies payable in respect of the Goods and delivery costs (if applicable).
6.1. The Customer shall pay all amounts due to HTL on the Due Date.
6.2. The Customer accepts:
6.2.1. that HTL continues to supply the Goods on condition that all payments received by HTL from Customer are valid and made in the ordinary course of the Customer’s business;
6.2.2. HTL receives all payments in the ordinary course of the Customer’s business and good faith and in the reasonably held belief as to the validity of those payments unless and until the Customer gives notice in writing to HTL of the Customers inability to pay its due debts; and
6.2.3. that the Customers purpose in making such payment is to enable HTL to receive more towards satisfaction of the Sum Owing than it would otherwise have received or have been likely to have received in any liquidation/insolvency of the Customer and until receipt of such notice HTL shall be entitled to assume that all payments received from the Customer are made in the ordinary course of the Customer’s business.
7.1. Delivery shall be completed upon the transfer of possession of the Goods to the Customer or the Customer’s agent.
7.2. When HTL is to deliver the Goods on the date specified by the Order of the Customer but the Customer does not take delivery when requested by HTL to do so, HTL shall be entitled to invoice the Customer the Price in accordance with Clause 5.
8. OWNERSHIP, RISK AND SECURITY AGREEMENT
8.1. Risk of any loss, damage or deterioration of or to the Goods passes to the Customer on delivery.
8.2. Ownership of the Goods remains with HTL and does not pass to the Customer until the Customer:
8.2.1. Pays the Sum Owing to HTL; or
8.2.2. Re-sells the Goods pursuant to the Agreement.
8.3. While ownership of the Goods remains with HTL:
8.3.1. The Customer must store them separately, not mix them and identify them as belonging to HTL.
8.3.2. The Customer shall keep the Goods free from any security interest, lien or other encumbrance apart from any Security Interest (as defined in the PPSA) created by this Agreement.
8.3.3. As the Customers Agent (and pursuant to an irrevocable license granted by the Customer), HTL may enter the premises where the Goods are stored and remove them, without being responsible for any damage caused and the Customer shall indemnify HTL against any claim or costs arising from such action.
8.3.4. HTL may re-sell any of the Goods and apply the proceeds of sale in reduction of the Sum Owing.
8.4. In the event that the Customer re-sells or uses the Goods before ownership of them has passed to the Customer, and in the absence of a perfected Security Interest in favour of HTL under the PPSA then the proceeds of such sale or use shall be received and held by the Customer (in whatever form) upon trust for both the Customer and HTL. HTL’s interest as beneficiary under that trust shall be that portion of the proceeds which does not exceed the Sum Owing. The balance of the proceeds (if any) shall be the Customers beneficial interest under that trust.
8.5 Notwithstanding any other provision of these Terms, the Customer agrees and grants to HTL a Purchase Money Security Interest (as defined in the PPSA) in the Goods supplied as security for payment for the Goods and for any other amounts owing by the Customer to HTL from time to time; and
8.6 The Customer must advise HTL immediately of the happening or likely happening of a Default Event, or any action or intended action of which it may become aware by any third party affecting HTL’s Security Interest.
8.7 The Customer undertakes to comply with any request by HTL to enable HTL to obtain a perfected Security Interest in all of the Goods and a Purchase Money Security Interest under the PPSA in each part thereof to the extent of the Price.
8.8 The Customer waives the right to receive a copy of any verification statement confirming registration of a financing statement or a financing change statement as defined under the PPSA relating to the Security Interest created under these Terms.
8.9 The Customer agrees:
8.9.1 If HTL does not at any time have priority over all other secured parties in respect of any part of the Goods supplied then as provided by section 107 PPSA the Customer and HTL hereby contract out of the operation of section 109 PPSA and agree that for that part of the Goods, this Agreement and the HTL Security Interest hereunder shall be construed to provide HTL with the same rights and powers as are set out in section 109 PPSA but as if that section were amended by the deletion of the words “with priority over all other secured parties”; and
8.9.2 That nothing in s114, s133 and s134 PPSA shall apply to this Agreement or the Security Interest under this Agreement and the Customer waives the Customers rights under section 121, 125, 129, 131 and 132 of the PPSA.
8.9.3 HTL may commence an action for the Price of the Goods sold even where ownership of the Goods may not have passed to the Customer.
9. CLAIMS AND LIABILITY LIMITATION
9.1 HTL expressly:
9.1.1 excludes all warranties, descriptions, representations or conditions whether implied by law, trade, custom or otherwise and whether relating to fitness, merchant ability, suitability for purpose, or otherwise and all specific conditions even though such conditions may be known to HTL:
9.1.2 excludes liability in any way to the Customer or any third party, whether in tort (including negligence), contract, or otherwise, for any loss or damage whatsoever, whether direct, or indirect, special, or consequential; and
9.1.3 states that any liability in respect of any order of the Goods shall be limited to the Price of the Goods.
9.2 HTL may at its complete discretion, replace or give credit for the Goods supplied and established to be defective provided that:
9.2.1 any claim must be notified to HTL within seven days of delivery of the Goods together with all supporting documentation; and
9.2.2 all claims must specifically identify the defect and, where possible in relation to Goods be accompanied by the defective Goods or a sample and the Customer shall take all steps to ensure that HTL has every opportunity to investigate the claim.
9.3 If at any time the Customer expressly or by implication holds itself out as acquiring from HTL the Goods for resale or the Goods for the purpose of a business, all supplies of the Goods to the Customer by HTL shall be deemed to be for the purpose of the Customers business (as that latter term is defined in the Consumer Guarantees Act 1993). In such event as between HTL and the Customer the provisions of the Consumer Guarantees Act 1993 are expressly excluded and shall not apply to any supplies of the Goods by HTL to the Customer.
10.1 Should a Default Event occur HTL may suspend or terminate the Agreement and the Credit Account, and the Sum Owing shall immediately become due and payable notwithstanding that the Due Date has not arisen.
10.2 If the Customer does not pay the Sum Owing by the Due Date:
10.2.1 HTL may charge a default penalty at the default rate of 24% per annum in respect of the Sum Owing. Such interest shall accrue on a daily basis from the Due Date until payment is full and is charged by way of damages for failure to pay and does not imply the granting of, or extension of, credit by HTL to the Customer;
10.2.2 HTL may disallow any discounts previously provided to the Customer; and/or
10.2.3 the Customer shall be liable to pay all collection expenses, and legal costs (as between solicitor and client) incurred by HTL as a consequence of a Default Event.
11. INFORMATION USE
11.1 The Customer agrees that:
11.1.2 For the sole purpose of using the Customer’s personal information in accordance with clause 11.1.1 of this Agreement is the Customers irrevocable authority to HTL to use the personal information and to provide any personal information (along with details of any dealing between the Customer and HTL) to any third party and to obtain any information concerning the Customer from any other source.
12.1 HTL shall be entitled to assign to any other person or company all or any part of the Sum Owing and the assignee shall be entitled to claim all or any part of the Sum Owing and shall have the same rights of recovery as HTL.
13. OTHER AGREEMENTS
13.1 If there is any inconsistency between these Terms and other arrangement between the parties, these Terms shall prevail unless agreed in writing by the parties.
14.1 If at any time HTL does not enforce any obligation under these Terms, or grants the Customer time or other indulgence, HTL shall not be construed as having waived its rights and entitlements under these Terms or its right to later enforce its rights and entitlements under these Terms.
15. TERMS SEPARATELY BINDING
15.1 Each provision of these Terms is separately binding. Where any provision of these Terms is void, unenforceable or otherwise ineffective by operation of law the enforceability or effectiveness of the remaining provisions of these Terms shall not be affected.
16. CHANGE IN TERMS AND CONDITIONS
16.1 HTL may add, change or remove provisions in these Terms. Changes may include a new form of these Terms. HTL can do this at any time without obtaining the consent of the Customer. HTL will advise when changes are to take effect by notification on its Website.
17. INVOICES AND NOTICES
17.1 HTL will send invoices and other notices to the Address for Service. HTL can assume any:
17.1.1 invoice or notice has been delivered five days after it has been sent by post; or
17.1.2 email has been received upon confirmation of transmission.
17.2 The Customer:
17.2.1 must inform HTL in writing if the Address for Service changes or the Credit Account is to be closed.
17.2.2 remains liable for all invoices debited to the Credit Account where HTL has not acknowledged in writing receipt of the Customers instructions to close the Credit Account.
18. USE OF GOODS
18.1 The Customer accepts the advice and information provided by HTL to the Customer relating to the Goods is given in good faith and based on the information provided by the Customer. The decision to order and use the Goods is that of the Customer.
19.1 Where HTL, at its discretion, allows the Customer to return the Goods which are not defective or non complying, HTL reserves the right to charge in addition to any delivery costs a reasonable return fee in respect of those Goods being returned.
20. CIRCUMSTANCES BEYOND CONTROL
20.1 HTL shall not be liable for any failure to supply the Goods or meet any other obligations owed to the Customer where such failure results from circumstances beyond the control of HTL.
21. CUSTOMER ACKNOWLEDGEMENT
21.1 The Customer acknowledges and agrees:
21.1.1 That the information provided when submitting an Order and completing an Application is true and correct and acknowledges that HTL may terminate (at its sole discretion) the Agreement and close the Credit Account if the information is incorrect.
21.1.2 That no information has been withheld which HTL should be aware of in considering the Application.
21.1.3 That the Application and the Agreement is the basis on which HTL agrees to open a Credit Account.
21.1.4 That HTL may obtain, use and disclose information for credit assessment and debt collection in the “Information Use” section in the Agreement.
21.1.5 That the Agreement and all matters arising from the Agreement shall be governed by the jurisdiction of and the courts of New Zealand.
21.1.6 HTL reserves the right to cancel any Credit Account at its sole discretion.
24. WEBSITE DISCLAIMERS
24.1 To the extent permitted by law, HTL and its licensors have no liability or responsibility to you or any other person for any loss in connection with:
24.1.1 the Website being unavailable (in whole or in part) or performing slowly;
24.1.2 any error in, or omission from, any information made available through the Website;
24.1.3 any exposure to viruses or other forms of interference which may damage the Customer’s computer system or expose the Customer to fraud when the Customer accesses or uses the Website. To avoid doubt, the Customer is responsible for ensuring the process by which the Customer accesses and uses the Website protects the Customer from this; and
24.1.4 any site linked from the Website. Any link on the Website to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.
24.2 HTL makes no representation or warranty that the Website is appropriate or available for use in all countries or that the content satisfies the laws of all countries. The Customer is responsible for ensuring that the Customer’s access to and use of the Website is not illegal or prohibited, and for the Customer’s own compliance with applicable local laws.
25. WEBSITE EXCLUSION OF LIABILITY
25.1 To the maximum extent permitted by law:
25.1.1 The Customer accessing and using the Website and any Goods that the Customer purchases from the Website is at the Customer’s own risk; and
25.1.2 HTL is not liable or responsible to the Customer or any other person for any loss under or in connection with these Terms, the Website, or the Customer’s access and use of (or inability to access or use) the Website. This exclusion applies regardless of whether HTL’s liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
25.2 Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of the Consumer Guarantees Act 1993 or any other consumer protection law that cannot be excluded. To the extent HTL’s liability cannot be excluded but can be limited in respect of the Website, HTL’s liability is limited to NZD $100.
26. CUSTOMER’S WEBSITE OBLIGATIONS
26.1 The Customer must:
26.1.1 not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Website or any Underlying System, or otherwise attempt to damage or interfere with the Website or any Underlying System; and
26.1.2 unless with HTL’s agreement, access the Website via standard web browsers only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.
26.2 The Customer must obtain our written permission to establish a link to HTL’s Website. If you wish to do so, fill in the form below.
26.3 The Customer indemnifies HTL against all loss HTL may suffer or incur as a direct or indirect result of the Customer’s failure to comply with these Terms.
27. INTELLECTUAL PROPERTY
27.1 HTL (and its licensors) own all proprietary and intellectual property rights in the Website (including all information, data, text, graphics, artwork, photographs, logos, icons, sound recordings, videos and look and feel), and the Underlying Systems.
Hygiene Technologies Limited is a business operating in New Zealand