Barcodes Limited -
Terms and Conditions
Terms & Conditions
The following terms and conditions apply to all
sales and services provided by Barcodes Limited (NZ).
Any topics not discussed here are left to the discretion of
Barcodes Limited (NZ). By placing an order with Barcodes Limited
(NZ) you are accepting these terms and conditions.
1.
Definitions
1.1
The "Seller" means
Barcodes Limited (NZ).
1.2
The "Buyer" means any
person who accepts a quotation for goods or services by the Seller or whose
order for goods or
services is
accepted by the Seller.
1.3
"goods" means any goods
which the Seller is to supply to the Buyer.
1.4
“services” means any services which the Seller is to provided
to the Buyer.
1.5
"conditions" means the
terms and conditions set out herein and any special or additional
conditions agreed in writing by the Seller.
1.6 "writing" includes by mail, facsimile transmission or email.
2.
Conditions
2.1
These conditions apply to
all contracts for sale of goods by the Seller to the Buyer and shall
be deemed to supersede and exclude all other terms and conditions
including any which the Buyer may seek to apply under any purchase
order, confirmation of order, or similar document.
2.2
No variation or addition
to these terms and conditions shall be effective unless agreed in
writing by a duly authorised officer of the Seller.
2.3
No employee or agent of
the Seller is authorised to make any representations concerning
goods on the Seller's behalf unless such representations are
confirmed in writing by the Seller and any representations made
without the written confirmation of the Seller may not be relied
upon in connection with any contract.
2.4
Until despatch of goods
by the Seller to the Buyer or the Buyer's acceptance in
writing of any quotation of the Seller for the supply of goods or
services (whichever shall first occur)
no contract for the sale of goods or services shall arise.
2.5
The Seller shall be at
liberty to correct without any liability on the Seller's part and
without prior notification any error or omission in any sales
literature, price list, acceptance of offer, quotation, invoice, or
other document issued by the Seller.
2.6
On the Buyer accepting
delivery of the goods
or accepting in writing a quotation for the supply of goods or
services such acceptance shall be deemed
to be acceptance
of these conditions.
3.
Order Acceptance
3.1
The advertisement of any
merchandise or service on this site does not constitute an offer to sell. Your
receipt of an order confirmation (electronic, fax or other form)
does not constitute our acceptance of your order, or confirm our
offer to sell. The Seller reserves the right to accept or decline
your order for any reason.
4.
Prices
4.1
The Seller makes every
effort to have all products offered on our website in stock and at
the price listed. The pricing and availability information presented
on our site is the most current information we have, but unfortunately
mistakes do occur, and this information does not constitute a
guarantee of price or availability.
4.2
If a product you have
ordered is not available for shipment, we will do our best to let
you know. Anticipated delivery dates are dependent upon many factors
beyond our control and are subject to change.
4.3
The price for the goods
or service shall be that on the Seller's current price list unless otherwise
agreed in writing by the Seller.
5.
Payment
5.1
The Seller is prepared to
consider applications for credit accounts from corporate customers
subject to approved references.
5.2
Non-credit account Buyers
must make payment in full of any invoice before despatch of goods.
5.3
Payment may be made by
cash, cheque, credit or bank transfer.
5.4
Buyers with credit
accounts must make payment in full on the terms of credit agreed
which shall not be more than 30 days from the date of invoice unless
otherwise agreed in writing by the Seller.
5.5
If any invoice shall
become overdue for payment interest shall be payable at 2% per month
from the date the payment became due under the invoice until the
date of payment. Such interest shall accrue both before
and after any Judgment.
6.
Delivery
6.1
The Seller will take all
reasonable steps to keep to any estimated delivery date but time
shall not be of the essence. The Seller shall not be liable
for any losses consequential or otherwise arising directly or
indirectly out of any failure to meet an estimated delivery date.
The Seller reserves the right to make delivery in advance of the
quoted delivery date on giving reasonable notice to the Buyer.
6.2
The method of despatch of
all goods shall be at the Seller's absolute discretion.
7.
Ownership and Risk
7.1
Upon delivery of the
goods to the Buyer or upon the goods being retained at the Seller's
premises at the Buyer's request the risk in the goods shall
immediately pass to
the Buyer.
7.2
Title to the good shall
remain vested in the Seller until the invoice for the goods has been
paid in full.
7.3
The Buyer shall hold the
goods as the Seller's fiduciary agent and bailee until such time as
title to the goods passes to the Buyer and shall keep the goods
properly stored and protected and insured and identified as the
Seller's property.
7.4
Whilst the purchase price
for any goods delivered to the Buyer shall remain overdue for
payment either wholly or in part then without prejudice to any of its
other rights the Seller may recover and/or resell the goods or any
of them and may enter on the Buyer's premises by its servants or
agents to recover the goods and shall be entitled to recover from
the Buyer any costs incurred in connection with such recovery.
7.5
Until payment for any
goods has been made in full the Buyer shall not pledge, charge by
way of security or in any other way encumber the goods which remain
the property of the Seller.
8.
Warranties
8.1
Each party warrants that
it has the right and full power and authority to enter
into this Agreement.
8.2
The Seller warrants that
the goods will be free from defect in material and workmanship under
normal use, provided the goods have been used in accordance with
instructions and normal industry standards. The Seller also warrants
that it will pass to Purchaser good title to the Products. This is
the ONLY warranty extended on the Products and Buyer expressly
agrees that it is taking the Products “AS IS” and the Seller makes
no other warranty, express or implied.
8.3
The Seller's warranty
shall not come into force unless the invoice for the goods was paid
by the due date.
8.4
Save as provided in these
conditions, all warranties, conditions or other terms implied by
statute, common law or otherwise are excluded to the extent
permitted by law.
8.5
Any description does not
express or imply a warranty that the products are merchantable or
fit for a particular purpose.
8.6
The Seller shall not be
responsible for any incompatibility of use issues or held liable to
the Buyer by reason of any representation or any implied warranty,
condition or other term or any duty of common law for any direct or
indirect special or consequential loss or damage expenses or other
claims for compensation whatsoever whether caused by negligence of
the Seller, its employees or agents or otherwise which arise out of
or in connection with the supply of goods or their use or resale by
the Buyer of whatsoever nature.
8.7
The Seller does not
warrant that its barcode products will be accepted by any retailer
and shall not be responsible for any non-acceptance or use issues or
held liable to the Buyer by reason of any inability or other reason
for the Seller’s barcode products to not be accepted by any
retailer, wholesaler or other party.
8.8
The Seller makes no other
warranties, expressed or implied in respect to the goods, their
quality, fitness or marketability for any specific use or purpose.
Any goods warranty applies only to the Buyer and not to any third party and
no liability or consequential damages in respect of any use of the
goods, negligence, misuse or modification is accepted.
8.9
The Buyer specifically
agrees that the Seller will not be liable for any special,
incidental, consequential, indirect or other similar damages arising
from breach of warranty, breach of contract, negligence, strict
liability, or any other kind of civil liability connected with this
agreement or the use of
the Sellers products. The Seller makes no warranties of
merchantability or fitness for any particular purpose of the
products.
8.10 The
Seller shall not in any circumstances whatsoever be liable for
indirect or consequential loss such as (but not limited to) loss of
profit, loss of market or the consequences of delay or deviation
however caused.
8.11 The
commencement date of all warranties is the date of delivery to the
Buyer from the Seller.
8.12
Any
liability for consequential and incidental damages is expressly
disclaimed.
8.13 The
Sellers liability in all events is limited to, and shall not exceed
the purchase price paid for the goods or service sold that gives rise to such
liability. The Sellers payment of such amount shall be the final and
exclusive remedy in the exhaustion or unavailability of any other
remedy specified herein and shall not be construed or alleged by the
customer to have failed of its essential purpose.
9.
Force Majeure
9.1
The Seller will not be
responsible for any delay in delivery, or failure to deliver, any
products if such delay or failure results from causes beyond its
reasonable control, including but not limited to, acts of God, war,
terrorism, labour disputes, delay or failure of suppliers or of
transportation, or governmental acts.
10.
Cancellation of
Contract/Return of Goods/Replacement of Defective Goods
10.1 No
contract may be cancelled once it is accepted by the Seller and no
goods may be returned save at the absolute discretion of the Seller.
10.2 Any
alleged defect in the goods must be notified to the Seller within
seven days of the date of delivery. In the event that delivery
is refused and the Buyer fails to notify the Seller within the
time stated no rejection of the goods will be accepted and the full
purchase price shall be payable by the Buyer.
10.3 In
the event that any valid claim is notified to the Seller based on
the goods delivered under the contract being defective the Seller
shall at its discretion be entitled to replace the goods free of
charge or refund the Buyer the price of the goods and the Seller
shall have no further liability to the Buyer.
11.
Modification of Terms.
11.1 The
Seller's acceptance of any order is subject to the Buyer's assent to
all of the terms and conditions set forth in these terms and
conditions, and the Buyer's assent to these terms and conditions
shall be presumed from the Buyer's acceptance of all or any part of
the goods or services ordered. No addition or modification of terms
and conditions shall be binding upon the Seller unless agreed to by
the Seller in writing. If a purchase order or other correspondence
contains terms or conditions contrary to the terms and conditions
contained in these terms and conditions, the Seller's acceptance of
any order shall not be construed as assent to any additional or
varied terms
and conditions, nor will that constitute a waiver or variation by the Seller of
any of the terms and conditions contained herein.
12.
Notices
12.1 Any
notice required to be given by the Buyer to the Seller shall be in
writing addressed to the Seller at its registered office or
principle place of business and shall be delivered personally or
sent by first registered mail. (2C
Handley Ave, Devonport, Auckland 6024, New Zealand )
13.
Governing Laws
13.1 All
disputes arising out of or in connection with this contract shall be
determined and governed by the laws of
14.1 If
any portion of these Terms and Conditions is found to be invalid or
unenforceable by a court of competent jurisdiction, the invalid or
unenforceable term shall be redefined, or a new enforceable term
provided, such that the intent of the Seller and the Buyer in
agreeing to the provisions of these Terms and Conditions shall be
enforceable to the fullest extent of the applicable laws.
14.2 If
any provision of this Agreement is wholly or partially invalid or
unenforceable, the other provisions of the Agreement will not be
affected by such invalidity or unenforceability.
15.
Intellectual Property
15.1 Letters,
quotations and proposals may contain proprietary and confidential
information belonging to the Seller. This includes, but is not
limited to any content, intellectual property, technical method and
text incorporated into the document. It shall not be used, disclosed
or reproduced, in whole or in part, for any purpose other than to
evaluate this document, without the prior written consent of the Seller. Title in and to this
document and all information contained herein remains at all times
with the Seller.
16.
No Third Party Benefit
16.1 The
provisions stated above are for the sole benefit of the parties
hereto and confer no rights, benefits or claims upon any person or
entity not a party hereto.
17.
Accuracy
17.1
All
information contained in this Site is based on up-to-date
information, and while the Seller endeavours to
ensure that material is correct, accuracy cannot be guaranteed and
the Seller makes no warranties or representations as to its
accuracy.
18.
Site Revisions
18.1 All
information contained in this Site is based on up-to-date
information. The
Seller reserves the right to make changes to this Site at any time,
without prior notice. By entering this Site, you hereby acknowledge
and agree to these changes.
19.
Privacy Policy
19.1 The
Seller hereby agrees that all information supplied to the Seller via
the web Site will be used only for the purpose of making available the
goods and services provided by the Site. The Seller will not sell, lend or
disclose this information to any third party who is not involved in
the process of providing the required goods and services to the buyer.
20.
Entire Agreement
20.1 This constitutes the entire Agreement between the Buyer and the Seller. The placement of an order to purchase shall be deemed to be acceptance of these terms by the Buyer. These Terms and Conditions supersede all prior proposals, offers, discussions, correspondence, or communications regarding this transaction. They may only be modified by a subsequent agreement in writing approved by the Seller.
