“Goods” means any goods provided by us to you and includes without limitation any related or associated services, fees or charges from us to you.
“GST” means goods and services tax as defined in the Goods and Services Tax Act 1985.
“Force Majeure Circumstance” is any circumstance beyond our reasonable control which impacts on supply or delivery of the Goods. Such circumstances include, without limitation, delays by suppliers, shortages of raw materials, delays by you, strikes and labour unrest, shipping delays, acts of war, acts of terrorism, government intervention, fire, flood, drought, accident, natural disaster or any other event commonly referred to as an "Act of God".
“Order Form” means an order submitted by you to us for the purchase of Goods.
“Price” means the total amount payable by you for the Goods including the price of the parts being supplied, all delivery costs (including freight and carriage by any means), import/export costs, insurance costs, and any other fees, surcharges or other charges payable by you.
“Price List” means the current list of prices for our Goods as shown on our Website.
“Terms” means these Terms and Conditions of Trade (as amended from time to time), together with all policies referenced in these Terms and Conditions of Trade.
“we”, “us”, “our” and “Power Farming” means Power Farming Wholesale Limited, New Zealand registered company no. 590169, and its related companies (as defined in the Companies Act 1993) from time to time, agents, successors or assigns.
“you” and “your” means the person(s) or entity(ies) named as the customer on the Order Form.
2.1 On submitting an Order Form, you are deemed to have accepted these Terms.
2.2 Subject to these Terms, a binding contract is deemed to be formed between us and you when we notify acceptance of your Order Form by email, in person, or by telephone. Once this occurs, you may not cancel or reverse your order unless otherwise provided in these Terms.
3.1 Unless otherwise agreed by us, the price for the Goods we supply to you will be as specified in the Price List. The Price List is in New Zealand dollars and is exclusive of GST unless specifically stated otherwise. You will pay all applicable GST in addition to the Price. We reserve the right to alter the Price List from time to time for any reason.
3.2 The method and cost of delivery will vary according to the delivery method chosen by you on the Order Form.
4.1 You must select an approved method of payment when submitting an Order Form.
4.2 Full payment of the Price will be required at the time of ordering the Goods and in any event before Goods are delivered, collected, or dispatched.
4.3 You must pay all amounts owing to us without set off or deduction.
4.4 Any expenses, disbursements and legal costs incurred by us in the enforcement of any rights contained in these Terms will be paid by you, including our reasonable solicitor’s fees or debt collection agency fees.
5.2 Delivery of the Goods will be made by us to the place and by the method specified by you in the Order Form. You must specify the exact location for delivery in the Order Form.
5.3 A signature is required for all deliveries. The Goods become your property and responsibility once they have been signed for at the time of delivery. If goods are lost or damaged in transit, please contact us in the manner set out in our Shipping and Returns Policy. We will use this delivery information to make a claim against our courier company. We will offer you the choice of an exchange or a full refund, once we have received confirmation from our courier company that delivery was not successful.
5.4 Delivery lead time for Goods may vary. There may be delays in sourcing and providing Goods, including due to a Force Majeure Circumstance. Subject to clause 8 we will endeavour to supply the Goods by the delivery date specified. However, we will not be liable for any costs, losses, damages or claims in relation to any failure or delay in supply. If we are unable to supply the Goods as agreed solely due to any action or inaction of yours then we will be entitled to charge a reasonable fee for re-supplying the Goods at a later time and date.
5.5 Any claims by you for damaged or missing delivery must be made within 48 hours of delivery quoting the delivery docket or order form.
5.6 Goods will not be sold by us or delivered outside New Zealand unless we agree otherwise in writing. All terms of that sale and delivery will be determined by us on a case by case basis and advised when we notify acceptance of your Order Form by email, in person, or by telephone. If we agree that Goods may be purchased outside New Zealand, please note that the price advertised might not be the same price charged due to exchange rate fluctuations. This means that because we are based in New Zealand we have to convert your purchase to New Zealand dollars at the exchange rate on the day it is processed.
6. Retention of Title
6.1 We will retain ownership of and title to all Goods until payment has been made by you in full. You acknowledge that until full payment is made for the Goods you retain possession of them solely as our bailee. You will hold the proceeds of sale of all Goods that have not yet been paid for in trust for us. You agree that we, our agents or employees (on written notice) may enter onto any premises under your ownership or control for the purpose of inspecting and/or repossessing any Goods not paid for in full.
7. Withholding Supply
7.1 We reserve the right to withhold supply of Goods, irrespective of whether or not an order has been accepted, where:
(a) you fail to make payment of any amount due to us;
(b) we have insufficient Goods to fulfil the order;
(c) the Goods ordered have been discontinued; or
(d) we consider that you have ordered Goods in breach of these terms or law.
7.2 We reserve the right to specify a minimum order value which we will accept from time to time and to impose a surcharge should you require delivery of Goods having a value less than the minimum order value.
8.2 Nothing in these Terms will restrict, negate, modify or limit any of your rights under the Consumer Guarantees Act 1993 where the Goods acquired are of a kind ordinarily acquired for personal, domestic or household use or consumption and you are not acquiring the Goods for the purpose of a business or in trade.
8.3 To the extent that our liability is not otherwise limited or excluded, and to the fullest extent permitted by law, our aggregate liability to you whether in tort, contract or otherwise for any loss damage or injury in relation to the Goods is limited to the Price paid by you. In such case we may, at our option, elect to:
(a)provide a refund; or
(b)exchange the Goods.
8.4 Despite anything else contained in these Terms:
(a) the parties agree and acknowledge that if the Goods supplied by us and acquired by you are supplied or acquired in trade within the meaning of the Fair Trading Act 1986, that sections 9, 12A, and 13 of the Fair Trading Act 1986 will not apply to the agreement between us, and that it is fair and reasonable to exclude their application;
(b) the parties agree and acknowledge that if they are both in trade, and that the Goods and Services supplied by us and acquired by you are supplied or acquired in trade, that the provisions of the Consumer Guarantees Act 1993 will not apply to the agreement between us, and that it is fair and reasonable to exclude their application;
(c) the parties agree and acknowledge that the provisions of the Sale of Goods Act 1908 will not apply;
(d) unless these Terms expressly provide otherwise, to the fullest extent permissible by law all warranties, conditions or other terms implied by law are excluded; and
(e) for the purposes of this clause you acknowledge that you had a reasonable opportunity to review these Terms, discuss them with us, and receive advice from your legal advisor, if you wished to do so.
8.5 Except as otherwise provided in these Terms we will not be liable for any loss or damage of any kind whatsoever arising from the supply of Goods by us to you, including consequential loss whether suffered or incurred by you or another person or entity and whether in contract or tort or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods provided by us to you.
9. Intellectual Property
9.1 We, our suppliers, advertisers or third party providers, own all copyright and other intellectual property in our Website. Everything on our Website, unless otherwise stated, is subject to copyright owed by us. These Terms and your access to the Website do not grant you any right to make commercial use of any intellectual property owned by us (including, without limitation, trade secrets, patents, copyright, trade marks and industrial designs). Unless otherwise acknowledged, we are the owner of all trade marks reproduced in this information.
10.1 While we endeavour to supply accurate information on our Website, errors and omissions may occur. We do not accept any liability, direct or indirect, for any loss or damage which may directly or indirectly result from any advice, opinion, information, representation or omission whether negligent or otherwise, contained on our Website. You are solely responsible for the actions you take in reliance on the content on, or accessed, through our Website. We reserve the right to make changes to the content of our Website at any time and without notice. To the extent permitted by law, we make no warranties in relation to the merchantability, fitness for purpose, freedom from computer virus, accuracy or availability of our Website.
10.2 We reserve the right to alter, modify or update these Terms from time to time.
10.3 No waiver of any provision of these Terms will serve as a waiver of any other provision of these Terms and we will not have waived or be deemed to have waived any provision of these Terms unless such waiver is in writing and executed by us.
10.4 If any provision in these Terms will be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired.
10.5 These Terms will be deemed to be made in New Zealand and will be construed and governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of New Zealand.