CONDITIONS OF SALE
All published prices are indications only, and are in New Zealand Dollars. In some cases estimates have been made and the actual prices will vary slightly. Prices are therefore subject to alteration without prior notice and offers to purchase are only accepted for delivery at prices ruling at time of delivery. Every effort will be made to keep the retail trade informed of variations.
North Island deliveries should be delivered within 2 working days. South Island deliveries should be delivered in 2-3 working days. Please note we cannot deliver to a PO Box, and we require goods to be signed for at the time of delivery.
Any discount offered by the vendor is contingent upon receipt of payment in full for the balance due on the buyers account. If the buyer fails to make payment by due date the discount in question will immediately be debited to the buyer’s account.
4. SECURITY INTERESTa. The buyer grants a security interest to the vendor in each and every part of the Goods as security for payment of that part and of each other part or parts of the Goods and for any other amounts owing by the buyer to the vendor from time to time, and for the performance by the buyer of all the buyer’s other obligations to the vendor from time to time, ("buyer’s indebtedness and obligations"). For the purposes of section 36(1)(b) of the PPSA, and to ensure maximum benefit and protection for the vendor by virtue of section 36 (1)(b)(iii) of the PPSA, the buyer confirms and agrees that the buyer intends to and does grant to the vendor, as security for the buyer’s indebtedness and obligations, a security interest in all of the buyer’s present and after-acquired property except only for any such property which is or comprises items or kinds of personal property ("excepted property");
------(i) in or to which the buyer has rights; and
------(ii) which has not been supplied by the vendor to the buyer, other than any excepted property which is or comprises proceeds of any of that present and after-acquired property which has been supplied by the vendor to the buyer.
b. The vendor authorises the buyer to sell or lease, in the ordinary course of business of the buyer, any Goods that are comprised in the buyer’s inventory.
c. The buyer agrees to do anything that the vendor reasonably requires to ensure that the vendor has a perfected security interest in all the Goods and a purchase money security interest in each part of the Goods to the extent of the purchase price for that part.
d. The vendor may allocate amounts received from the buyer in any manner it determines, including in any manner required to preserve any purchase money security interest it has in any Goods.
e. The buyer agrees to reimburse the vendor for all costs and/or expenses incurred or payable by the vendor in relation to registering, maintaining or releasing any financing statement in respect to any security interest under the Contract.
5. CONTRACTING OUT OF THE PPSAa. The buyer waives the right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement relating to the security interest under the Contract.
b. The buyer:
------(i) agrees that if, at any relevant time, the vendor does not at that time have priority over all other secured parties in respect of any part of the Goods, then the buyer and the vendor will, for the purposes of section 109(1) of the PPSA, be deemed, in accordance with the entitlement to do so under section 107(1) of the PPSA, to have contracted out of that section but specifically on the basis that, as between them and only to the extent of that part of the Goods and the operation and application of the PPSA, that section 109(1) (but amended only by the deletion of the words "with priority over all other secured parties") is reinstated and contracted back into; and
------(ii) agrees that nothing is sections 114(1)(a), and 133 and 134 of the PPSA shall apply to this Contract, or the security under this Contract, and waives the buyer’s rights under sections 121, 125, 129, 131 and 132 of the PPSA.
6. DEFAULT AND INDEMNITY
If the buyer defaults in the due payment of any moneys payable to the vendor whether under the contract to which this invoice relates or otherwise, or if the buyer shall commit any act of bankruptcy, enter into any composition or arrangement with its creditors or to do any act which would render it liable to be wound up or (in the case of a company) if a resolution is passed or a petition is filed for the winding up of the buyer or a receiver is appointed over all or any of the assets of the buyer, or if any Goods are at risk, the vendor, without prejudice to any other right it has at law or in equity, may at its option suspend or terminate the contract, any payment for the Goods delivered and work performed up to the date of such suspension or termination and any other moneys payable hereunder shall immediately become due and payable. All costs and expenses of or incurred by the vendor as a result of any such action together with transportation and storage charges shall be payable by the buyer upon demand. Any suspension of the contract by the vendor shall not prevent it terminating the contract during the period of suspension. At any time after a default occurs, the vendor may (whether or not the vendor has exercised any other right) appoint any person to be a receiver of all or any of the Goods. In addition to, and without limiting or affecting any other powers and authorities conferred on a receiver (whether under the Receiverships Act 1993 or at law or otherwise), a receiver has the power to do all things in relation to the Goods as if the receiver has absolute ownership of the Goods.
7. RISK AND INSURANCE
The risk of any loss or damage to or deterioration of the Goods due to any cause whatsoever including damage or loss in transit shall be borne by the buyer as from the time when the Goods leave the vendor’s premises provided that if the Goods remain on the vendor’s premises or with any carrier due to the failure of the buyer to accept the Goods or at the buyer’s request then all such risk shall be borne by the buyer as from the date of the buyer’s failure or request as the case may be. The buyer may request that the Goods be insured in transit by the vendor and in such case the premium for such insurance shall be added to the invoiced price.
Freight will be charged to the buyer for any order below a wholesale value of $750 net of taxes and other charges. Freight will be paid by the vendor for any order above $750 wholesale in
value. The most economical method will be used to freight Goods to the nearest airport, railway station or bus depot. Where an alternative is requested the difference in cost will be charged to the buyer.
9. RETURNSAny claim by the Customer for short delivery of Goods must be notified to Beattie Matheson within seven days of delivery. Any such claim that the Customer does not notify within this time (time being of the essence) shall be deemed to be absolutely waived.
The Customer agrees to obtain an authorisation number from Beattie Matheson prior to returning any unused Goods in respect of which the Customer seeks a credit.
All defective Goods returned by the Customer to Beattie Matheson for claim shall be inspected by Beattie Matheson as soon as reasonably convenient. Acceptance for inspection will not be evidence that Beattie Matheson admits any claim made by the Customer.
If Beattie Matheson, in its absolute discretion, agrees to issue a credit to the Customer in respect of Goods returned which are not defective and which were not delivered in error by Beattie Matheson, then;
------a. Beattie Matheson will charge the Customer a processing fee, being 10% of the current list price of the Goods returned; and
------b. Beattie Matheson will issue a credit at the lesser of the then current list price or the relevant invoice price in respect of the Goods returned, (net of the processing fee).
The Customer acknowledges that Beattie Matheson shall not be under any liability to issue credit on any Goods that have been damaged, altered or defaced in any way, or upon which any additional operations have been performed after leaving the possession of Beattie Matheson.
10. ORDER CANCELLATIONS
Order cancellations will not be accepted. Consideration will be given to variations of forward orders providing requests are made in writing at least six weeks prior to expected delivery date.
11. EXCLUSIVE DEALINGSubject to law, Beattie Matheson may, in its absolute discretion:
------a.discriminate between customers on the basis of price, Goods supplied, contractual benefits and terms of supply;
------b.withhold or refuse supply of Goods; and
------c.sell goods to particular customers but only on the condition that they either
--------(i) will not acquire goods of a particular kind or description from a competitor of Beattie Matheson; or
--------(ii) will not resupply goods of a particular kind or description acquired from a competitor of Beattie Matheson; or
--------(iii) will not supply Goods to particular persons; or
--------(iv) will not supply Goods in particular places.
The Customer will not, without written permission of Beattie Matheson Ltd:
------a. offer Goods for sale by mail order or through any internet site which has a ‘shopping basket’, or similar ordering capability, even with clear exclusion cause on Beattie Matheson product availability; or
------b. advertise Goods for sale in any place where the Customer does not have its own approved retail outlets
The Customer will not on-sell Goods to other retailers.
The Customer will only sell Goods through retail outlets approved by Beattie Matheson.
The Customer will not stock or promote the sale of unlawful copies, or ‘knock offs’ or counterfeit goods or products which infringe any trademarks of brands represented by Beattie Matheson.
The Customer will not stock or promote the sale of parallel imported goods of any brand associated with Beattie Matheson.
The Customer will not disparage any of Beattie Matheson brands or Goods, or engage in bait or switch advertising or loss leader selling practices with Goods.
The Customer must ensure that it has or can obtain from Beattie Matheson reasonable quantities of Goods having regard to its market and its advertising programme, prior to advertising any Goods for sale.
12. PRIVACY ACT
The buyer acknowledges and gives consent to Beattie Matheson:
------a. To provide information to the Association about he state of each buyer’s credit account and
------b. The Association then providing that information to its other members.
13. CONTRACTa. The Contract forms the basis on which the vendor supplies and sells Goods to the buyer. Each such supply and sale shall be effected pursuant to the terms of this Contract (unless in any specific case agreed otherwise in writing). Any invoice or other document evidencing or describing any Goods is incorporated into and forms part of the Contract.
b. These conditions of sale are paramount, and, to the extent that there is any conflict between any provision of them and any invoice or other document evidencing or describing any Goods, the conditions of sale will prevail. Further, if there is any other document or arrangement which conflicts with the Contract, the Contract shall prevail.
14. DEFINITIONSa. The term "Contract" means these conditions of sale themselves together with any and every invoice or other document evidencing or describing, whether by item or kind or otherwise, any Goods.
b. The term "Goods" means all sports, leisure, fitness gear and equipment, footwear and clothing and all other goods or other property which, in each case, are supplied by the vendor to the buyer and, for the avoidance of doubt, in each case includes all such goods and property so supplied.
------(i) whether or not described by item or kind that enables them to be identified;
------(ii) which are or comprise inventory of the buyer.
c. The term "PPSA" means the Personal Property Securities Act 1999, and the terms "after-acquired property", "at risk", "default", "inventory", "lease", "perfected", "proceeds", "purchase money security interest", "rights", "security interest" and "sell" have respective meanings given to them under, or in the context of, the PPSA.