Wholesale
For all wholesale enquiries, please contact Melissa at
sunnyandlounz@gmail.com
Wholesale Terms & Conditions:
1. PriceOnce an order has been submitted by the Buyer, the Buyer is contractually committed to carry out the sale at the agreed price unless otherwise agreed to in writing by both parties.
2. Payment2.1 Payment is due on the 20th day of the following month after receiving invoice.
2.2 A 2.5% monthly late charge will be levied on overdue account balances. If at 60 days the debt remains unpaid Sunny & Lou has the right to charge an administration fee at 10%, this is a recurring monthly fee thereafter.
2.3 Collection costs will be added to the debt in the event that the debt is not paid by the due date and all costs incurred in the recovery of the debt are payable by the debtor (person, company, partnership, trust, organisation or any other entity that owes a debt to Sunny & Lou).
2.4 Should litigation ensue the costs of solicitors are payable by the debtor.
2.5 Payments for sales within New Zealand will be made in New Zealand dollars.
3. Payment for New BuyersFull payment of invoice must be received by Sunny & Lou before goods are dispatched.
4. Ordering Procedure
Orders may be placed via email to sunnyandlounz@gmail.com
After the placement of an order Sunny & Lou will reply to the Buyer with a confirmation of order. Once an order confirmation has been issued via email, the Buyer is legally bound to the order and any agreements therein including these terms and conditions.
5. Retention of Title
Romalpa Clause:
Title to the goods shall remain vested in Sunny & Lou and shall not pass to the Buyer until the purchase price for the goods has been paid in full and received by Sunny & Lou. Until title to the goods passes:
a) Sunny & Lou shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the goods;
b) Sunny & Lou and its agents and employees shall be entitled at any time and without the need to give notice enter upon any property upon which the
goods or any part are stored, or upon which Sunny & Lou reasonably believes them to be kept;
c) The Buyer shall store or mark the goods in a manner reasonably satisfactory to Sunny & Lou indicating that title to the goods remains vested in Sunny & Lou;
d) Irrespective of whether title to the goods remains vested in Sunny & Lou, risk in the goods shall pass to the Buyer upon delivery. The Buyer shall insure the goods to their full replacement value.
6. Shipping Terms
Goods are delivered within New Zealand by courier. Freight is covered by The Buyer and the courier charge will be specified on the invoice.
8. Delays
8.1 Force majeure
No Party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or [telephone service], and no other Party will have a right to terminate this agreement in such circumstances.
Any Party asserting Force Majeure as an excuse shall have the burden of proving that reasonable steps were taken (under the circumstances) to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other Party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.
9. Cancellation
9.1 Sunny & Lou may cancel this contract at any time by giving written notice. Sunny & Lou shall not be liable to any loss or damage whatsoever arising from such cancellation.
9.2 Cancellation of any order by the Buyer must be submitted in writing. Sunny & Lou has no obligation to accept cancellation of any part of the order once the order has been submitted by the Buyer. Decisions regarding the acceptance of any part of the order are at the discretion of Sunny & Lou.
10. Risk of Loss
Once the goods have been delivered and signed by the Buyer all risk of loss is the responsibility of the Buyer.
Unless the Buyer has inspected the goods and given written notice to Sunny & Lou within seven (7) days after delivery that the goods do not comply with the relevant specifications or descriptions, the goods are deemed to have been accepted in good order and condition.
12. Return of Goods
No returns will be accepted unless Sunny & Lou has previously agreed in writing. If Sunny & Lou agrees to the return of Goods, they must be undamaged and in a re-saleable condition (or Buyer pays for all costs of replacement or repair) and delivered free to Sunny & Lou premises unless otherwise agreed by Sunny & Lou in writing.
13. No Sale by Description or Sample
Unless otherwise expressly agreed in writing, Sunny & Lou does not warrant that the goods conform to any specific description or sample. Sunny & Lou reserves the right to alter or remove its product dimensions, drawings, specifications, designs, materials, components, patterns, colours, printed materials, packaging, promotional material, construction methods and/or offers included with purchase. Sunny & Lou may do so without notice. Any such alterations shall not impose upon Sunny & Lou an obligation to alter goods that it already delivered to the Buyer.
An inspection by the Buyer of the goods, or a demonstration of the goods, shall not constitute a sale by sample. Unless otherwise expressly agreed in writing, it is not a condition of sale that the goods correspond precisely with the dimensions and specifications appearing in any product literature or with any sample that may have been shown or demonstrated to the Buyer. All samples remain the property of Sunny & Lou, unless stated otherwise.
14. Personal Property Securities Act 1999
14.1 Upon assessing to these terms and conditions of sale the Buyer acknowledges and agrees that:
a) These terms and conditions of sale constitute a security agreement for the purposes of the PPSA; and
b) A security interest is taken in all Goods previously supplied by Sunny & Lou to the Buyer (if any) and all the Goods that will be supplied in the future by Sunny & Lou to the Buyer during the continuance of the parties relationship,
14.2 The Buyer undertakes to:
a) sign any further documents and/or provide any further information, such information to be complete, accurate and up-to-date in all respects, which Sunny & Lou may reasonably require to register a financing statement or financing charge statement on the Personal Property Securities Register;
b) not register a financing charge statement or a charge demand without the prior written consent of Sunny & Lou;
c) give Sunny & Lou not less than fourteen (14) days prior written notice of any proposed change in the Buyer’s name and/or other change in the Buyer’s details (including but not limited to changes in the Buyer’s address, fax number, email or business practice) and
d) immediately advise Sunny & Lou of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales
e) Sunny & Lou and the Buyer agree that nothing in 114(1) (a), 133 and 134 of the PPSA shall apply to the Terms and Conditions of Sale.
f) The Buyer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129 and 132 of the PPSA
14.3 Unless otherwise agreed to in writing by Sunny & Lou, the Buyer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
15. Compliance with Law
The Buyer must comply with all legislation relating to the usage and description of the merchandise.
16. Privacy Act Considerations
All information given to Sunny & Lou by the buyer will only be used in a manner which complies with New Zealand Privacy Laws.
New Zealand law and the decisions of its courts shall be the exclusive place of jurisdiction with respect to any question or controversy that may arise hereunder from disputes or transactions with Sunny & Lou.
18. SeverabilityIf any provision contained in these Conditions of Sale is held by a court to be unlawful, invalid or unenforceable, the validity and enforce-ability of the remaining provisions are not affected.