Terms of Trade for Wholesale

Terms of Trade (for Wholesale accounts only)

1. Accounts

1. Zilco agrees to sell and the Customer agrees to buy the goods referred to in the Tax Invoice at the price stated in the Tax Invoice to be delivered to the place stated in the Tax Invoice at the time and in the manner stated in the Tax Invoice for which payment is to be made at the time and manner stated in the Tax Invoice and as set forth in this agreement.
2. Credit Accounts will be opened at the sole discretion of Zilco. Please note that Zilco has a policy of opening accounts for legitimate retail businesses only. Registration for GST and retail premises are considered basic
3. Initial minimum order is $6,000 (exclusive of GST) – payable before order will be dispatched.
4. Accounts are not transferable. Zilco must be notified immediately of any proposed change in ownership.
5. Zilco reserves the right to close any account if purchases in respect of that account do not exceed $7,000 in any year (July-June).

2. Trading Terms

1. All accounts must be paid by the 20th day of the month following the date of the invoice.
2. Payment can be made by cheque, direct transfer or credit:
   1. Cheques – should be made payable to ZILCO NZ LTD and crossed “Not Transferable”. Details of invoices being paid and any discounts claimed need to be included with each cheque.
   2. Direct Transfers – should be made to ZILCO NZ LTD, ANZ Bank, Account number 010797 0239368 00. Please ensure your shop name is used as a reference. Details of invoices being paid and any discounts claimed must be faxed to Zilco or emailed to [email protected]
   3. Credit Card – No early settlement discounts apply for credit card payments. Zilco only accepts Visa and Mastercard. Details of invoices being paid and any discounts claimed must be faxed to Zilco or emailed to [email protected]
3. Notwithstanding the terms of the Personal Guarantee supplied with this Application, any expenses, costs or disbursements incurred by Zilco in recovering any outstanding monies including debt collection, agency fees or legal fees, shall be recoverable from the Customer.
4. An administration fee will be charged on any accounts overdue by more than sixty (60) days at the rate of 2% per month. This charge will apply to any period beyond the sixty (60) days. Zilco reserves the right to change the interest rate but only after written notice and in respect of goods delivered after such notice. Please note that a minimum administration fee of $6.50 + GST will apply.
5. If Zilco consents in writing to credit terms, then subject to written notification to the contrary and subject to the Tax Invoice, payment is due for goods/services before 5pm upon the 20th of the month following the invoice date.
6. Time for payment is of the essence. If the Customer fails to make any payment on the due date then without prejudice to any of Zilco’s other rights, Zilco may:
   1. Suspend or cancel all deliveries of goods and/or services to the Customer; and/or
   2. Appropriate any payment made by the Customer to such of the goods and/or services (or goods and/or services supplied under any other agreement with the Customer) as Zilco may in Zilco’s sole discretion think fit. Zilco may at its sole discretion apply payments made by the Customer first in payment of default interest and secondly in reduction of invoiced amounts. Zilco is entitled to recover from the Customer any discount given to the Customer for any goods for which the Customer is in default.
   3. Events of default for the purposes of section 109 of the Personal Property Securities Act includes failure to pay amounts due, failure of the Customer to comply with any other obligation owed to Zilco, or in Zilco’s opinion the Customer is likely to be unable to meet its obligations to Zilco, or the Customer becomes insolvent or has a receiver appointed in respect of all or some of the Customer’s assets, or makes or is likely to make an arrangement with the Customer’s creditors or has a liquidator (provisional or otherwise) appointed or is placed under statutory management.
   4. In the event of a default, all amounts outstanding under all of the then current contracts between the Customer and Zilco will, whether or not due for payment, immediately become due and payable.
7. All prices are plus GST and other taxes: are additional to the price and must be paid by the Customer.
8. All sums due from the Customer to Zilco that are not paid on the due date (without prejudice to the rights of the Principal under this Agreement) will bear interest from day to day at the annual rate of 18% charged at 5% per month or part thereof. The Customer must pay all amounts due without deduction or set-off.
9. The Customer indemnifies Zilco for full solicitor / client and other recovery costs relating to any default of the Customer under this agreement.

3. Limitation of Liability

1. Subject to clause 2.3 herein, and the Tax Invoice and the maximum extent permitted by law:
   1. all terms, conditions and warranties (whether implied or made expressly) whether by the Zilco or its agents or employees or otherwise relating to the quality and/or fitness for purpose of the goods and/or services or any of the goods and/or services are
   2. Zilco shall be under no liability whatsoever (whether direct, indirect or loss of profit) to the Customer for any loss, damage, liability or injury suffered by the Customer arising out of a breach by Zilco of this agreement.
2. Where the goods and/or services or any of them are subject to an express warranty given by the manufacturer thereof or the parties supplying the same to Zilco in either case being a warranty upon which Zilco relies, then the terms of such express warranty shall be deemed to be incorporated herein but without creating any privity of contract between the Customer and such manufacturers or supplier to Zilco and in such case where a claim is made by the Customer under such warranty the judgement of the manufacturer or supplier as the case may be, as to whether or not there has been a breach of the said warranty shall be final and binding upon Zilco and the Customer.
3. If goods are adapted to a use to which they are not specifically intended, or added to or repaired with components not recommended or approved by the manufacturer, then Zilco excludes any liability whatsoever.
4. Subject to clause 10, the Customer is liable for any damage to goods after the goods have left Zilco’s premises even when the goods are damaged during dispatch. Unless the Customer requires otherwise, the contract between Zilco and the selected dispatch service shall be made at the carrier’s limited risk, within the meaning under the Carriage of Goods Act 1979.

4. Settlement Discount

1. A 3% discount shall be available for immediate payment on receipt of invoice (ie: within fourteen (14) days of date on invoice). Discount is not allowed if account is not up to date.

5. Credit Limit

1. Credit limits are placed on all accounts based on past trading and payment history. No customer will be supplied if account is not up to date or over its credit limit. Accounts outside trading terms will be reviewed on an individual basis which delays processing and could deny supply. Zilco reserves the right to require payment before dispatch of goods.

6. Freight

1. Zilco notes that it has a policy of opening accounts for legitimate retail businesses only. Registration for GST and retail premises are considered basic requirements. For all orders over $650.00 (exclusive of GST) Zilco will pay the freight. Any orders under this amount will incur freight charges, according to Zilco’s current freight costing methods.

7. Retention of Title

1. Title of the goods is retained by Zilco until full payment is received. If payment is not received, the customer acknowledges that Zilco has leave or licence to enter premises where goods may be, or are supposed to be, stored for the purpose of repossessing the goods. Zilco will not be liable to the Customer for any damage caused to the Customer’s premises in repossessing goods.

8. PPSR: Security for payment

1. The Customer, as debtor grants a security interest to Zilco, and Zilco, as the secured party, may register the security interest, in all goods supplied by Zilco to the Customer from time to time, together with all proceeds (including, without limitation, accounts receivable, chattel paper, negotiable instruments, investment securities and inventory), to secure payment of the purchase price.
2. Words herein have the same meaning as that which is given to them in Section 16 of the Personal Property Securities Act (“the PPSA”). Zilco does not have to provide a Verification Statement to the Customer. The Customer agrees that nothing in sections 114(1)(a), 117(1)(c), 133 and 134 of the PPSA shall apply to these Terms and Conditions. The Customer agrees that its rights as debtor in sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131, and 132 of the PPSA shall not apply to these Terms and Conditions.
3. The Customer will immediately notify Zilco in writing of any change in the Customer’s name or other material identifying characteristics of either the Customer or the Goods purchased.
4. The Customer must reimburse Zilco for all costs, expenses and other charges incurred, expended or payable by Zilco in relation for registration of a financing statement or financing change statement.
5. The Customer agrees that if at any relevant time, the secured party does not have priority over all other secured parties in relation to any collateral, then the Customer and Zilco 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 for the purposes of this security agreement 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

9. Returns and Repairs

1. Zilco reserves the sole discretion to accept the return of any
2. Any returns / repairs should be sent to PO Box 19808, Christchurch 8241 or 175 Maces Road.
3. Please note that Zilco Sales Representatives are unable to take back
4. All returns for credit must have a Credit Return Authority sheet quoting invoice, date of purchase and “Return Authority Number” which is available from the Zilco Sales Team.
5. All returns for credit (excluding faulty goods) must be made within fourteen (14) days of invoice date.
6. All returns for credit which have been properly ordered and delivered (excluding faulty product and consignment goods) will incur a 10% charge based on the cost of the item.
7. If an item has been properly ordered and delivered and Zilco agrees to take it back, in no circumstances will Zilco pay the freight.
8. Zilco reserves the right to make extra charges on goods which are not AS NEW, in its ORIGINAL PACKAGE ready to be returned to stock for resale. Goods returned in an unsaleable condition will not be accepted.
9. Zilco cannot credit goods which have been damaged during transit to its office so Customers are advised to please pack all returns carefully.
10. CLAIMS FOR FAULTY GOODS – Please contact Zilco before making settlements. Zilco reserves the right to inspect the goods concerned before making settlement. If an item is considered by Zilco to be faulty, Zilco will refund the cost of the freight upon proof of cost.
11. Zilco shall credit or replace returned goods which have a manufacturing fault or defect. In quoting a “Return Authority Number”, Zilco assumes the retailer has checked that the goods have been subjected to reasonable wearing conditions and that washing and cleaning instructions have been followed by the user. Credits or returns will not be issued where washing instructions have not been followed correctly, or where goods have been subject to unreasonable or excessive wearing conditions, or if the goods have been used in circumstances outside their intended use.

10. Insurance

1. All claims for goods which go missing during the course of dispatch or arrive to the Customer in a damaged state must be made within seven (7) days of receipt of invoice for the goods in question. Claims made after this time may be dismissed by the carrier concerned.

11. Orders and Delivery Times

1. The Zilco despatch department does its very best to process all orders as quickly as To assist Customers when ordering, please observe the following guidelines:
   1. Same Day Delivery (Orders placed by fax or email using catalogue numbers will be processed quicker)
      1. “Normal” size orders received by phone/fax/email in Zilco’s office by 12.30 p.m. will usually be sent out on the same day unless Zilco is exceptionally busy. If you wish an order to be held longer before dispatch – please advise.
      2. “Large” orders may be held over one (1) day, or maximum two(2) days depending if it is a peak period.
   2. Add-to Orders – Small one (1) or two (2) item “add-to orders” by phone/fax/email received by 12 noon can be sent with a main order on the same day if the order has not already been invoiced or dispatched.
      1. Add-to orders received after 12 noon will be sent the following day by separate freight.
   3. Backorders
      1. Orders for items not able to be supplied immediately will be backordered for up to three (3) months. At the end of which period the Customer will be asked to confirm whether it still wants the order.
      2. Kindly indicate WITH EACH ORDER if you do not want
      3. Back order releases no longer required will not necessarily be accepted for credit.
      4. A list of back orders can be faxed or mailed to you within a few hours.

12. Prices

1. Wholesale/List Prices exclude GST, whilst Recommended Retail Prices include GST.
2. ALL PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE

13. General

1. Zilco reserves the right to vary the Terms and Conditions by written notice to the Customer, whereupon such variations will thereafter apply to subsequently supplied goods.
2. Subject to Zilco’s Forms which incorporate by reference the Terms and Conditions contained herein, where the Terms and Conditions are at variance with any other documents relating to the order of the goods specified herein (including a Customer’s order form), the Terms and Conditions shall Any usage of trade, special agreement, or course of dealing between the parties at variance with the terms of this agreement are excluded.
3. If any term of this agreement is illegal, invalid or unenforceable for any reason whatsoever including, but without limitation, legislation or other provisions having the force of law or any decision of any court or other body or authority having jurisdiction, such term will be deemed to be deleted from this agreement on condition that if either party considers that any such deletion substantially affects or alters the commercial basis of this agreement it may give notice in writing to the other to terminate this agreement immediately.
4. Any notice, document, request, demand or other communication (“notices”) to be given for the purposes of this agreement must be in writing. Zilco may give written notices by email. Time is of the essence.
5. Zilco may also delay delivery due to force majeure conditions including an act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes of whatever nature and any other reason beyond the control of Zilco.
6. The law of New Zealand including the Sale of Goods Act 1908 and its amendments shall apply to this agreement except to the extent expressly negatived or varied by this agreement.
7. If Zilco grants the Customer any time, release or other indulgence, Zilco reserves the right to later enforce that obligation or any other term or
8. Interpretation:
   1. “Customer” means the Customer specified on the Tax
   2. “Zilco” means Zilco NZ Ltd, together with Zilco’s staff, agents and people acting on behalf of.
   3. “Terms and Conditions” means the terms and conditions of trading of Zilco specified herein.
   4. References in this Agreement or in the Schedules to any statute or statutory provision shall be deemed to be references also to any statute or statutory provision subsequently enacted by way of amendment or substitution for the statutory provision referred to.
   5. Headings are inserted for convenience and reference only and shall not affect the meaning or interpretation of this agreement.

14. Miscellaneous

1. Subject to Zilco order form which incorporates by reference the Terms and Conditions contained herein, where the terms of this agreement are at variance with the other documents relating to the order of the goods specified herein, this agreement shall prevail. Any usage of trade, special agreement, or course of dealing between the parties at variance with the terms of this agreement are excluded.
2. If any term of this agreement is illegal, invalid or unenforceable for any reason whatsoever including, but without limitation, legislation or other provisions having the force of law or any decision of any court or other body or authority having jurisdiction, such term will be deemed to be deleted from this agreement on condition that if either party considers that any such deletion substantially affects or alters the commercial basis of this agreement it may give notice in writing to the other to terminate this agreement immediately.
3. The Seller may also delay delivery due to force majeure conditions including an act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes of whatever nature and any other reason beyond the control of the Seller.

15. Privacy

1. The Customer authorises and directs Zilco to seek and obtain from and supply any information concerning the credit or business standing of the Customer to any other person whether trader, merchant, firm, organisation, company, or any agency of source whatever including any credit agency or association or the like and directs any such person to supply or receive and record such information to and from Zilco. While the Customer continues to be a customer or an amount is due from the Customer to Zilco, Zilco is authorized to obtain repeat credit checks from time to time.

16. Consumer Guarantees Act 1993

1. If the Customer is acquiring goods or services from Zilco for the purposes of a business, as defined in the Consumer Guarantees Act 1993, then Zilco excludes the guarantees contained in the Consumer Guarantees Act.
2. The Customer warrants that it will advise its customers as to the purposes for which the goods can be used correctly and that the Customer will effectively and in writing contract out of the Consumer Guarantees Act 1993 whenever the Customer agrees to supply goods to a customer for the purposes of that customer’s business

17. Resolution of Disputes

1. Consumer arbitration agreement:
   1. This agreement contains an arbitration
   2. You, as the Customer, if purchasing as a consumer as defined in the Arbitration Act 1996, certify that: having read and understood the arbitration agreement, and the variation of the default rules in the 2nd Schedule to the Arbitration Act 1996, you agree to be bound by the arbitration agreement.
2. If the parties are unable to resolve any question, dispute of difference arising under this agreement, by discussion and negotiation, the dispute must be submitted to the arbitration of a single arbitrator agreed on between the parties, or in default of agreement, to be nominated by the president of the New Zealand Law Society PROVIDED HOWEVER that Zilco has the right to refer any dispute to the Disputes Tribunal for determination in which case the total amount in respect of which an order of the Tribunal is sought will not exceed $7,500.00.