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Natural woman
Standart terms and conditions
1. Acknowledgement: The Customer acknowledges that:
(a) all Products supplied by Natural Woman (“NW”) to the Customer are provided subject to, and shall be governed by, these Standard Terms and Conditions (Conditions”); and
(b) these Conditions shall apply to the exclusion of any other terms and conditions which may appear on
any purchase order of the Customer fr om time to time.
2. Definitions: In these Conditions:
“PPSA” means the Personal Properties Securities Act 1999 (including any amendments to that legislation); and
“Products” means any and all products supplied by NW in relation to continence care.
3. Price: No quotation for Products given by NW shall be valid unless it is accepted within 30 days from the date it is given, unless otherwise agreed in writing by NW. Any quotation given by NW may be withdrawn by NW at any time prior to being accepted. The price for the Products shall be as set out in the Schedule. All prices are in New Zealand dollars. NW reserves the right to vary the price for the Products at any time by giving written notice to the Customer, to reflect changes in exchange rates, materials, delivery, freight costs, costs of labour, or other costs incurred by NW which are outside of its control. Pricing errors may be corrected at any time. NW shall provide written notice to the Customer of any such price variation. GST shall be payable by the Customer in addition to the price unless otherwise stipulated.
4. Orders: No order for Products received by NW may be withdrawn by the Customer without the consent of NW, which consent (if any) shall be given on such terms as NW may determine (including, without limitation, immediate payment of all costs and expenses incurred by NW arising from such withdrawal of order). NW is not obliged to accept any order received from the customer and may refuse to do so without being obliged to state a reason. NW may, without any liability on NW’s part, cancel any order for Products prior to delivery of the Products. NW shall use reasonable endeavours to meet all orders for Products submitted in accordance with these Conditions, but shall not be liable for any failure to accept any order.
5. Delivery: NW shall deliver the Products to the address of the Customer specified in the Schedule. The Customer shall pay all costs associated with such delivery, unless it is expressly specified in the Schedule that NW shall pay such costs. In the event of any delay by the Customer in taking delivery of the Products, NW shall be entitled to charge the Customer for its reasonable costs incurred in storing the Products. The Customer shall be deemed to have received and accepted delivery of all Products signed for by the Customer. If any Product is delivered in a damaged state, the Customer shall advise NW of this in writing within 24 hours from the date of delivery of the damaged product, failing which NW will have no responsibility or liability with respect to such damaged product. NW will replace any damaged product in respect of which it has received notice in accordance with this clause as soon as is practicable after its receipt of such notice, and NW’s liability in relation to the same shall be limited as set out in clauses 13, 15 and 16.
6. Time for Delivery: Delivery times given by NW shall be estimates only, and NW shall not be liable to the Customer for any delay in the delivery of the Products. For the avoidance of doubt, time for delivery of the Products shall not be of the essence.
7. Shortfalls: The Customer shall communicate to NW any shortfall of Products in a consignment within seven days of delivery of such consignment. Failure to do so shall be deemed an acceptance of the Products.
8. Terms of payment: Unless otherwise agreed in writing, the Customer shall pay all sums due to NW under these Conditions as follows:
(a) an invoice for the Products and associated delivery costs (if any) shall be issued to the Customer on despatch of the Products, and payment shall be due 20 days following the month of issue of the invoice; and
(b) all payments by the Customer shall be made without deduction or setoff of any kind. Interest may be charged at NW’s discretion on a daily basis on account balances remaining unpaid after the due date. Interest shall be charged at the higher of NW’s bank overdraft rate or 1.00% per month.
9. Force Majeure: NW shall not be liable for any failure to perform the contract or any part of it due to inability to obtain supplies or labour, industrial disputes, delays, act of God, fire, flood, storm, adverse weather conditions, or other matters beyond its control (“Force Majeure”). NW may cancel an order if the cost to NW of supplying any Products is increased materially as a result of such Force Majeure and the parties cannot agree on how the additional cost is to be borne.
10. Risk and title: Risk in the Products shall pass to the Customer once they are delivered to the address of the Customer set out at the top of these Conditions. However, title in the Products shall not pass to the Customer until such time as all Products supplied to the Customer by NW have been paid for in full. Until such payment has been made the Customer shall not sell or dispose of the Products except in the ordinary course of the Customer’s business and the Customer shall hold the proceeds of such sale or disposal in a separate trust account for NW. NW may at any time require the Products to be returned to it, and NW shall be entitled to enter any place wh ere the Products are situated at any time in order to take possession of them. The Customer shall fully indemnify NW in respect of any claim or demand which may be brought in respect of such entry and taking of possession.
11. PPSA:
(a) The Customer acknowledges that clause 10 is a Security Agreement that creates a Security Interest in the Products. The Customer agrees that such Security Interest is taken in all present and after-acquired Products supplied by NW to the Customer from time to time and in the Proceeds, as security for all amounts payable by the Customer to NW, (including, without limitation, amounts owed in respect of Products supplied and credit facilities provided by NW to the Customer from time to time).
(b) The Customer:
(i) upon request, shall promptly give NW all assistance and information (which the Customer warrants shall be complete, accurate and up to date in all respects) as may be necessary to enable NW to register a Financing Statement, and to meet all other requirements under the PPSA in respect of the Products (including, without limitation, executing any variations to these Conditions as may be reasonably requested by NW) to ensure that the Security Interest constitutes a Perfected Security Interest; and
(ii) agrees to NW registering a Financing Statement to protect its Security Interest under these Conditions and waives its right to receive a verification of such Financing Statement
(c) For the avoidance of doubt, the terms “Security Agreement”, “Security Interest”, “Perfected”, “Financing Statement” and “Proceeds” set out in this clause 11 shall have the meaning set out in the PPSA.
12. Intellectual Property: The Customer acknowledges that NW owns or is the licensee of all patent rights, copyright, trade-marks, design rights or confidential information in or relating to the Products and any documentation provided by NW to the Customer (“Intellectual Property”). The Customer agrees not to claim any right, title or interest in or to the Intellectual Property, nor to copy, reproduce, use or disclose to any other person any of the Intellectual Property without NW’s prior written consent.
13. Defects: In the event of any defect in the Products, NW’s sole obligation, and the Customer’s sole remedy, shall be for NW to replace the defective Products with non-defective Products. All defects must be notified to NW in writing within 24 hours from the date of delivery of the defective product, failing which NW will have no responsibility or liability with respect to such defective product. NW will replace any defective product in respect of which it has received notice pursuant to this clause, as soon as is practicable after its receipt of such notice, and NW’s liability in relation to the same shall be limited as set out in this clause and in clauses 15 and 16.
14. No warranties: Clause 13 sets out NW’s sole obligation to the Customer, and the Customer’s sole remedy against NW in relation to the Products, and apart from any condition or warranty implied by statute which cannot be excluded, restricted or modified by these Conditions, NW excludes all express or implied warranties in respect of the Products including, but not limited to, implied warranties as to merchantability or fitness for a particular purpose. All statements, technical information and recommendations about the Products are believed to be reliable, but do not constitute a guarantee or warranty.
15. Consequential loss: In no event shall NW be liable (whether in contract, tort, negligence or in any other way) to the Customer for:
(a) loss of profits or savings, loss of goodwill or opportunity, loss of production, loss or corruption of data or wasted management or staff time; or
(b) loss, damage, cost or expense of any kind whatsoever which is indirect, consequential, or of a special nature, arising directly or indirectly from any Products supplied by NW to the Customer, even if NW had been advised of the possibility of such damages.
16. Maximum liability: In no event shall NW’s total liability under any claim of whatever nature arising directly or indirectly from the Products supplied by NW to the Customer exceed the price paid by the Customer for the specific Products to which the relevant claim relates.
17. General: These Conditions embody the entire agreement of the parties in relation to the subject matter of these Conditions and supersede all prior understandings, communications and representations between the parties, whether oral or written. No amendment to these Conditions shall be effective unless in writing and signed by an authorised representative of NW. These Conditions shall be governed by the law of New Zealand.
(a) all Products supplied by Natural Woman (“NW”) to the Customer are provided subject to, and shall be governed by, these Standard Terms and Conditions (Conditions”); and
(b) these Conditions shall apply to the exclusion of any other terms and conditions which may appear on
any purchase order of the Customer fr om time to time.
2. Definitions: In these Conditions:
“PPSA” means the Personal Properties Securities Act 1999 (including any amendments to that legislation); and
“Products” means any and all products supplied by NW in relation to continence care.
3. Price: No quotation for Products given by NW shall be valid unless it is accepted within 30 days from the date it is given, unless otherwise agreed in writing by NW. Any quotation given by NW may be withdrawn by NW at any time prior to being accepted. The price for the Products shall be as set out in the Schedule. All prices are in New Zealand dollars. NW reserves the right to vary the price for the Products at any time by giving written notice to the Customer, to reflect changes in exchange rates, materials, delivery, freight costs, costs of labour, or other costs incurred by NW which are outside of its control. Pricing errors may be corrected at any time. NW shall provide written notice to the Customer of any such price variation. GST shall be payable by the Customer in addition to the price unless otherwise stipulated.
4. Orders: No order for Products received by NW may be withdrawn by the Customer without the consent of NW, which consent (if any) shall be given on such terms as NW may determine (including, without limitation, immediate payment of all costs and expenses incurred by NW arising from such withdrawal of order). NW is not obliged to accept any order received from the customer and may refuse to do so without being obliged to state a reason. NW may, without any liability on NW’s part, cancel any order for Products prior to delivery of the Products. NW shall use reasonable endeavours to meet all orders for Products submitted in accordance with these Conditions, but shall not be liable for any failure to accept any order.
5. Delivery: NW shall deliver the Products to the address of the Customer specified in the Schedule. The Customer shall pay all costs associated with such delivery, unless it is expressly specified in the Schedule that NW shall pay such costs. In the event of any delay by the Customer in taking delivery of the Products, NW shall be entitled to charge the Customer for its reasonable costs incurred in storing the Products. The Customer shall be deemed to have received and accepted delivery of all Products signed for by the Customer. If any Product is delivered in a damaged state, the Customer shall advise NW of this in writing within 24 hours from the date of delivery of the damaged product, failing which NW will have no responsibility or liability with respect to such damaged product. NW will replace any damaged product in respect of which it has received notice in accordance with this clause as soon as is practicable after its receipt of such notice, and NW’s liability in relation to the same shall be limited as set out in clauses 13, 15 and 16.
6. Time for Delivery: Delivery times given by NW shall be estimates only, and NW shall not be liable to the Customer for any delay in the delivery of the Products. For the avoidance of doubt, time for delivery of the Products shall not be of the essence.
7. Shortfalls: The Customer shall communicate to NW any shortfall of Products in a consignment within seven days of delivery of such consignment. Failure to do so shall be deemed an acceptance of the Products.
8. Terms of payment: Unless otherwise agreed in writing, the Customer shall pay all sums due to NW under these Conditions as follows:
(a) an invoice for the Products and associated delivery costs (if any) shall be issued to the Customer on despatch of the Products, and payment shall be due 20 days following the month of issue of the invoice; and
(b) all payments by the Customer shall be made without deduction or setoff of any kind. Interest may be charged at NW’s discretion on a daily basis on account balances remaining unpaid after the due date. Interest shall be charged at the higher of NW’s bank overdraft rate or 1.00% per month.
9. Force Majeure: NW shall not be liable for any failure to perform the contract or any part of it due to inability to obtain supplies or labour, industrial disputes, delays, act of God, fire, flood, storm, adverse weather conditions, or other matters beyond its control (“Force Majeure”). NW may cancel an order if the cost to NW of supplying any Products is increased materially as a result of such Force Majeure and the parties cannot agree on how the additional cost is to be borne.
10. Risk and title: Risk in the Products shall pass to the Customer once they are delivered to the address of the Customer set out at the top of these Conditions. However, title in the Products shall not pass to the Customer until such time as all Products supplied to the Customer by NW have been paid for in full. Until such payment has been made the Customer shall not sell or dispose of the Products except in the ordinary course of the Customer’s business and the Customer shall hold the proceeds of such sale or disposal in a separate trust account for NW. NW may at any time require the Products to be returned to it, and NW shall be entitled to enter any place wh ere the Products are situated at any time in order to take possession of them. The Customer shall fully indemnify NW in respect of any claim or demand which may be brought in respect of such entry and taking of possession.
11. PPSA:
(a) The Customer acknowledges that clause 10 is a Security Agreement that creates a Security Interest in the Products. The Customer agrees that such Security Interest is taken in all present and after-acquired Products supplied by NW to the Customer from time to time and in the Proceeds, as security for all amounts payable by the Customer to NW, (including, without limitation, amounts owed in respect of Products supplied and credit facilities provided by NW to the Customer from time to time).
(b) The Customer:
(i) upon request, shall promptly give NW all assistance and information (which the Customer warrants shall be complete, accurate and up to date in all respects) as may be necessary to enable NW to register a Financing Statement, and to meet all other requirements under the PPSA in respect of the Products (including, without limitation, executing any variations to these Conditions as may be reasonably requested by NW) to ensure that the Security Interest constitutes a Perfected Security Interest; and
(ii) agrees to NW registering a Financing Statement to protect its Security Interest under these Conditions and waives its right to receive a verification of such Financing Statement
(c) For the avoidance of doubt, the terms “Security Agreement”, “Security Interest”, “Perfected”, “Financing Statement” and “Proceeds” set out in this clause 11 shall have the meaning set out in the PPSA.
12. Intellectual Property: The Customer acknowledges that NW owns or is the licensee of all patent rights, copyright, trade-marks, design rights or confidential information in or relating to the Products and any documentation provided by NW to the Customer (“Intellectual Property”). The Customer agrees not to claim any right, title or interest in or to the Intellectual Property, nor to copy, reproduce, use or disclose to any other person any of the Intellectual Property without NW’s prior written consent.
13. Defects: In the event of any defect in the Products, NW’s sole obligation, and the Customer’s sole remedy, shall be for NW to replace the defective Products with non-defective Products. All defects must be notified to NW in writing within 24 hours from the date of delivery of the defective product, failing which NW will have no responsibility or liability with respect to such defective product. NW will replace any defective product in respect of which it has received notice pursuant to this clause, as soon as is practicable after its receipt of such notice, and NW’s liability in relation to the same shall be limited as set out in this clause and in clauses 15 and 16.
14. No warranties: Clause 13 sets out NW’s sole obligation to the Customer, and the Customer’s sole remedy against NW in relation to the Products, and apart from any condition or warranty implied by statute which cannot be excluded, restricted or modified by these Conditions, NW excludes all express or implied warranties in respect of the Products including, but not limited to, implied warranties as to merchantability or fitness for a particular purpose. All statements, technical information and recommendations about the Products are believed to be reliable, but do not constitute a guarantee or warranty.
15. Consequential loss: In no event shall NW be liable (whether in contract, tort, negligence or in any other way) to the Customer for:
(a) loss of profits or savings, loss of goodwill or opportunity, loss of production, loss or corruption of data or wasted management or staff time; or
(b) loss, damage, cost or expense of any kind whatsoever which is indirect, consequential, or of a special nature, arising directly or indirectly from any Products supplied by NW to the Customer, even if NW had been advised of the possibility of such damages.
16. Maximum liability: In no event shall NW’s total liability under any claim of whatever nature arising directly or indirectly from the Products supplied by NW to the Customer exceed the price paid by the Customer for the specific Products to which the relevant claim relates.
17. General: These Conditions embody the entire agreement of the parties in relation to the subject matter of these Conditions and supersede all prior understandings, communications and representations between the parties, whether oral or written. No amendment to these Conditions shall be effective unless in writing and signed by an authorised representative of NW. These Conditions shall be governed by the law of New Zealand.
