Terms of Trade

1. APPLICATION

1.1 Unless otherwise agreed in writing by ABD Investments 2022 Limited trading as All Good Trading (“ABD”, “All Good Trading”, “Us” or “We”), the following are our Terms of Trade (“Terms”). These, together with any other terms and conditions agreed upon in writing between the us and the above-named customer/applicant (“You”) will apply to all sales of products (“Goods”) by us to you.

1.2 The following Terms are accepted as the conditions applicable to all sales whether or not they appear on invoices or delivery documents. The placing of an order and or your acceptance of any Goods will (notwithstanding any statement to the contrary by you or your employees or agents) constitute acceptance of these Terms.

2. ORDERS, PRICES AND PAYMENT

2.1 You are responsible for all orders submitted in your name, whether placed using its Login or by any other means.

2.2 Online orders may be lodged at any time but are deemed received only during All Good Trading's business hours, which may vary on public holidays or in special circumstances.

2.3 Unless stated otherwise, all quotes and prices are in NZD and exclusive of GST which will be added where applicable and is payable by you. Prices may be altered without notice.

2.5 All invoices must be paid by the due date indicated on the invoice. You must not withhold payment or make any deductions of any nature whether by way of set off (legal, equitable or otherwise), counterclaim or otherwise from any amount you owe us. Any default in payment will make all money payable by you to us immediately due and we may withhold delivery of Goods until you provide payment of all money payable by you to us.

2.7 We may at any stage during the continuance of this agreement request such security or additional security as we in our sole discretion think fit and may suspend or withhold supply of Goods or credit arrangements until such security or additional security is obtained.

2.9 Payment methods are provided by third-party processors ([Payment Processor]). You authorize them to charge the total amount shown at checkout. We do not store full card numbers.

2.10 Any dispute regarding payment must be notified to us in writing within one day of delivery of the Goods or the date of issue of the invoice whichever is the sooner.

2.11 You indemnify us for and agree to pay, on demand, all costs we incur (including legal costs on a solicitor-client basis and debt collection costs) in the recovery or attempted recovery of unpaid moneys and/or the enforcement of these Terms or the security interest contained in these Terms.

3. RETENTION OF TITLE

3.1 Ownership in the Goods supplied remains with us until you have paid for the Goods in full and all amounts owing have been paid.

3.2 You acknowledge that you hold possession of the Goods in trust for us as the beneficial owner. You will store the Goods on your premises in such a manner as to make them readily identifiable as belonging to us. If any such Goods are sold by you prior to payment or have become constituents of or in any other way incorporated into any other Goods, then the proceeds of such sale thereof and/or such other Goods will be our property and held on trust for us and must be kept separate and identified as such and delivered to us on demand.

3.3 You irrevocably give us the right, where you are in default, to enter any premises where the Goods are stored and remove and sell them and retain the proceeds. Sections 108 and 120(1) of the Personal Property Securities Act 1999 ("PPSA") do not apply to the extent that they are inconsistent with this clause.

4. SECURITY INTEREST

4.1 You grant us a security interest in the Goods as security for payment of the purchase price and all other monies payable from time to time to us by you and for your performance of all your other obligations from time to time to us (together the "Purchaser's Indebtedness and Obligations"). For the purposes of section 36(1)(b) PPSA, and to ensure maximum benefit and protection for us by virtue of section 36(1)(b)(iii) of the PPSA, you confirm and agree that you intend to and do grant to us, as security for the Purchaser's Indebtedness and Obligations, a security interest in all of your present and after-acquired property except only for any such property which is or comprises items or kinds of personal property ("Excepted Property") in or to which you have rights, and which have not been supplied by us to you, other than any Excepted Property which is or comprises proceeds of any of that present and after-acquired property which has been supplied by us to you.

4.2 You agree to do anything that we require to ensure that we have a perfected security interest and (if applicable) a purchase money security interest in the Goods. We may allocate all amounts received from you in any manner we determine including any manner required to preserve any purchase money security interest in the Goods.

4.3 While the Goods continue to secure the Purchaser's Indebtedness and Obligations, you must store the Goods separately and clearly identify the Goods as being subject to our security interest.

4.4 You agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA will apply to this contract, or the security under this contract, and you waive your rights under sections 116, 120(2), 121, 125-127, 129, 131 and 132 of the PPSA. You waive 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 this contract.

4.5 You must advise us immediately if you commit any of the acts specified in clause 2.6 or of any action by third parties (including any of your creditors) affecting our security interest in the Goods.

4.6 We may issue proceedings to recover payment for the Goods notwithstanding that ownership of the Goods may not have passed to you.

5. RISK AND DELIVERY

5.1 Unless otherwise agreed in writing with you, all risk in the Goods passes to you on delivery.

5.2 Delivery occurs when the Goods are made available at your premises by our employees or our nominated carrier delivers the Goods to your nominated address. We are not liable to you for failure to deliver Goods where the failure arises from or as a result of circumstances outside our control and delay in delivery does not entitle you to cancel any order or refuse to accept delivery of the Goods. We will make every effort to ensure delivery of Goods is on time but will not be liable for any loss or damage, including (without limitation) consequential loss arising in any way from any delay in delivery.

5.3 If any Goods are damaged or destroyed prior to ownership passing to you, without prejudice to any of our other rights, we are entitled to all insurance proceeds payable for the Goods and production of this contract is sufficient evidence of our right to receive those insurance proceeds without the need for any person to make further enquiries.

5.4 Failure to obtain a receipt for Goods delivered will not be proof of non-delivery, short delivery or of any defect. We have the right in our discretion in respect of any accepted claim to replace the Goods or to credit the appropriate portion of the purchase price thereby fully discharging all our legal liabilities. Claims for loss in transit must be made under Part 5, Subpart 1 of the Contract and Commercial Law Act 2017.

6. WARRANTY AND LIMIT OF LIABILITY

6.1 If you are in trade and are acquiring the Goods for business purposes, the guarantees under the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply. Unless you have rights under the Consumer Guarantees Act 1993 or other legislation, which cannot be excluded or limited, there are no warranties express or implied. This disclaimer includes implied warranties as to merchantability and fitness for a particular purpose.

6.3 We and our employees and agents shall not be liable to you for any claim for breach of contract (except as provided in the rest of this clause) or statute or breach of duty in tort (including negligence) or for any claim in equity or otherwise at law. Your sole remedy against us will be limited to breach of contract and the extent of any such liability will be limited to, in our discretion, the replacement or repair of the Goods or refund of the purchase price of the Goods in respect of which the loss or damage is claimed. We will not, in any case, be liable for any other losses or damages whether general, exemplary, punitive, direct, indirect or consequential, including loss of business profits.

7. DEFECTS AND CANCELLATION

7.1 Shall be deemed acceptance that the Goods are free of defects and damage.

7.2 You may not cancel an order for Goods without our written consent. We may retain any deposit paid.

7.3 We may cancel an order that is impractical, or not cost efficient for us to supply or if we believe, in our opinion, that there is risk that you are not solvent.

8. PERSONAL GUARANTEES

8.1 Where we require it, your directors, trustees, major shareholders, or other persons affiliated with you must enter into a personal guarantee and/or indemnity and such personal guarantee/indemnity is to be read in conjunction herewith.

9. PRIVACY ACT

9.1 You hereby accept and agree that as a condition of trade, we may and are hereby authorized to seek and obtain information on you from our credit and other agencies for the purpose of assessing your application for credit (if any such application), including checking your present and continued credit worthiness, if necessary, collecting any outstanding debt from you, arranging for future purchases of other products, setting up our client database and direct marketing activities (the "purposes set out above"). You consent to us disclosing the information, as well as any default in payment by you, to any credit or debt collection agency, and to any person/agency we appoint to collect any outstanding debt from you, if necessary, for the purposes set out above.

9.2 If information is provided to any credit or debt collection agency, they will hold that information on their systems and use it to provide their credit reporting service, including updating its credit reporting database and providing that information to other customers they have and you consent to that use and disclosure. We may request, and any person or organization (including any credit or debt collection agencies) may provide, information about you to us, both now and in the future, for the purposes set out above and you consent to us seeking that information in the course of our business and disclosure of that information to us.

9.3 If you are an individual, you have the right under the Privacy Act 2020 to see and correct any personal information held by us or any agency about you.

9.4 You must notify us of any change in circumstances that may affect the accuracy of the information you provided to us. Your failure to provide the personal information sought may result in our refusing to supply Goods to you.

10. LOGIN AND ACCOUNT SECURITY

10.1 You are solely responsible for maintaining the confidentiality of your password and account details, and for all activities conducted through your account. We are not liable for any loss or damage arising from your failure to protect your own password or account.

11. ACCEPTABLE USE

11.2 We may, at our sole discretion, impose usage limitations (including but not limited to rate-limiting or other technical restrictions) for the purpose of maintaining the security, stability, and availability of the Website.

12. INTELLECTUAL PROPERTY AND LICENCES

12.1 All intellectual property rights in and to the Website and its content are owned by us or our licensors. You may access, view, print, and download material from the Website solely for personal use or for internal business purposes. You must not copy, modify, distribute, reproduce, or create derivative works from any part of the Website without the Company's prior written consent.

12.2 Certain third-party materials (including, without limitation, icons, fonts, maps, and photographs) are incorporated under separate licence terms which may require attribution. We maintain a Credits & Attributions page to identify such materials. You agree to comply with any applicable third-party licence terms governing the use of such materials.

13. USER CONTENT

13.1 By submitting reviews, feedback, or other content through the Website, the Client grants to the Company a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, modify, adapt, publish, and communicate such content for the Company's business purposes.

13.2 The Client must not submit or upload any content that is unlawful, defamatory, infringing, offensive, or abusive. The Company reserves the right, in its sole discretion, to remove any content without notice.

14. THIRD-PARTY SERVICES AND LINKS

14.1 We utilize third-party service providers for functions including, but not limited to, hosting, payment processing, inventory management, and analytics. Such third parties operate under their own terms of service and privacy policies, with which you may be required to comply.

14.2 Hyperlinks or references to third-party websites are provided for convenience only and do not constitute an endorsement by us. We accept no responsibility or liability for the content, products, or services of any third-party websites.

15. GENERAL

15.1 If any provision or part of a provision of these Terms is not enforceable or might prejudice the application of the conditions relating to ownership of the Goods, that provision or part will be deemed deleted and the rest of these Terms will remain in full force and effect.

15.2 These Terms apply to all transactions we have with you. If there is any inconsistency between these Terms and any order submitted by you or any other arrangement with us, these Terms prevail unless otherwise agreed by us in writing. These Terms are governed by, and will be construed in accordance with, the laws of New Zealand. Both parties submit to the non-exclusive jurisdiction of the New Zealand Courts. We may review and change these Terms at any time and from time to time. Any such change will take effect from the date on which we notify you of the change. You consent to such future changes being made by updates on our website, and agree that such update will constitute agreement by you to the amended terms.