Terms & Conditions

R U Marketing Ltd - Terms of Trade

1 Terms of Contract

Any Goods supplied by us to you shall be subject to these Terms unless we agree in writing to change them. If you accept Goods from us, that of these Terms, notwithstanding anything that may be stated to the contrary in your enquiries or your order.

2 Price

2.1 Unless otherwise agreed in writing all freight, insurance, delivery and travel charges will be additional to any price quoted. Unless otherwise agreed in writing any quoted price may be altered prior to delivery of Goods to you, if our costs fluctuate materially. We may withdraw any quotation before it is accepted, and in any event any quotation will lapse 7 days after it is given without notice. GST will be payable by you as an additional amount on all prices and charges.

2.2 The price for Goods will be either as quoted to you in writing or, if no written quote is provided, pursuant to our standard charges applying at the time.

3 Payment

3.1 Unless otherwise agreed in writing you must pay for Goods in 7 days following the date of the invoice relating to those Goods.

3.2 If full payment for the Goods is not made on the due date, then without prejudice to any other remedies available to us:

(a) We may cancel or withhold supply of further Goods;

(b) Interest on monies overdue shall be charged on a daily basis and be calculated by adding 3% per annum to the overdraft rate payable by us to our bankers at the time of and during such default, and interest shall continue to accrue both before and after judgment.

3.3 We may from time to time vary your credit limit with us at our discretion, in relation to further purchases of Goods. If any acquisition would be in excess of your credit limit, we reserve the right to require payment in cash prior to delivery of the Goods, of the amount by which the cost exceeds your credit limit.

3.4 We shall have a full right of set-off with respect to amounts owed by you to us under these Terms, in relation to any monies owing by us, or any of our related companies, to you howsoever arising. Your obligation under these Terms shall be to pay the full amount owing under these Terms free of all deductions or rights of set off.

4 Ownership

4.1 Ownership in the Goods shall not pass upon delivery, but shall remain with us until full payment for all monies owing by you to us have been made. Until all monies have been paid:

(a) You hold the Goods supplied as fiduciary for us and will deal with them as agent for and on behalf of us (but will not hold yourself out as our agent to any third parties);

(b) You shall store our Goods separately consistent with the Goods being our property, and ensure such Goods are able to be separately identified;

(c) If you resell the Goods supplied the proceeds of any resale will belong to us, and you will pay the same into a separate account for which separate records are kept, and all claims which you hold against third parties will be handed over to us;

(d) You irrevocably give us and our agents the right to enter your premises, to remove any of the Goods supplied and resell them;

(e) You agree to indemnify us (and our agents) against any liability incurred in connection with such entry and removal.

5 Risk and Delivery

5.1 Unless otherwise agreed, you shall be responsible for the cost of and arranging transportation of all Goods. If we are delivering the Goods to you, we will use our best endeavours to see that deliveries are made according to schedule, but shall not be responsible for delivery delays due to causes beyond our control.

5.2 Risk in respect of the Goods sold shall pass to you when the Goods are delivered to you or your carrier, or the time you pay for the Goods, whichever is the earlier. It is your responsibility to insure the Goods, even if we have arranged transportation of the Goods.

6 Warranties

6.1 Except to the extent of written warranties given by us to you, all warranties and representations in respect of Goods supplied are excluded, including (to the extent permitted by law) those expressed or implied by law. Where any written warranty conflicts with clauses 6.2 or 6.3 the provisions of clauses 6.2 and 6.3 as applicable shall apply. 6.2 We shall not be liable:

(a) Where you have altered or modified the Goods, mis-applied the Goods, or have subjected them to any unusual or nonrecommended use, servicing or handling;

(b) For loss caused by any factors beyond our control;

(d) For any second hand Goods;

(e) Where the terms of any written warranty have not been complied with, or any manufacturers’ handbook provided to you has not been complied with.

6.3 Our total liability under any warranty for defective or damaged Goods supplied by us is limited at our option to either:

(a) Replacing or repairing the defective or damaged Goods; or

(b) Refunding the price of the defective or damaged Goods.

6.4 Any return of Goods and/or request for credit on Goods returned shall be subject to the following conditions:

(a) Prior authority to return the Goods is required from us;

(b) The Goods must be undamaged and unopened;

(c) A covering note must be enclosed with the Goods. This return note must quote the number and date of our original invoice for the Goods returned;

(d) Freight is your responsibility.

(e) The risk of any loss, damage or deterioration of Goods returned to us will remain with you until the Goods have been received and inspected at our premises.

(f) If required to do so by us, you must be able to show proof of delivery of returned Goods. Failure to comply will result in a repudiation of any claims made by you against us for the returned Goods in question.

(g) If we allow Goods to be returned by you, the level of credit given to you is at our discretion.

(h) No Goods will be accepted for return after 30 days from delivery.

(i) Indent orders and vaccines are nonreturnable for credit.

(j) All claims against us for shortages and breakages must be made in writing within seven days of receipt of Goods by you.

7 General Terms

7.1 Mediation: If a dispute arises, the parties may agree to settle the dispute by mediation before resorting to litigation or arbitration.

7.2 Cancellation: You may not cancel any order for Goods or services or part of it without our written consent. If you do so, in addition to any other rights we may have, we may retain any deposit paid.

7.3 Waiver or Variation: Waiver or variation of these Terms by us will only be effective if given in writing by an authorised person. If we waive any of these Terms the waiver will not affect our rights under these Terms at any future time.

7.4 Governing Law: These Terms will be interpreted in accordance with and governed by the laws of New Zealand and the New Zealand courts will have non-exclusive jurisdiction in respect of all matters between us.

7.5 The Privacy Act: You and any guarantor (if relevant) authorise us to collect and hold personal information from any source we consider appropriate to be used for the purposes of determining credit worthiness, for communicating promotional activities and product information by us, for debt collection purposes, or for any other related purpose. You further authorise us to disclose personal information held by us for the purposes set out above to any other parties. You understand that you have a right of access and may request correction of personal information held by us about you.

7.6 Consumer Guarantees Act (CGA): If the CGA applies, these Terms shall be read subject to your rights under the CGA, provided that where you are acquiring Goods or services for business purposes the CGA shall not apply.

8 PPSA

8.1 Security: You acknowledge and agree that by assenting to these Terms, you grant a security interest (by virtue of the retention of title clause in clause 5 of these Terms) to us in all Goods previously supplied by us to you (if any) and all after acquired Goods supplied by us to you (or for your account).

8.2 Financing statement: You undertake to:

(a) sign any further documents and/or provide any further information (which information you warrant to be complete, accurate and up-to-date in all respects) which we may reasonably require to enable registration of a financing statement or financing change statement on the Personal Property Securities Register;

(b) not register a financing change statement or a change demand in respect of the Goods (as those terms are defined in the PPSA) without our prior written consent; and

(c) give us not less than 14 days prior written notice of any proposed change in your name and/or any other change in your details (including, but not limited to, changes in your address, facsimile number, trading name or business practice).

8.3 Waiver and Contracting Out

(a) Unless otherwise agreed to in writing by us you waive your right to receive a verification statement in respect of any financing statement or financing change statement relating to the security interest.

(b) To the maximum extent permitted by law, you waive your rights and, with our agreement, contract out your rights under the sections referred to in section 107(2)(c) to (i) of the PPSA.

(c) You agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms and, with our agreement, contract out of such sections.

(d) You and we agree that section 109(1) of the PPSA is contracted out of in respect of particular Goods if and only for as long as we are not the secured party with priority over all other secured parties in respect of those Goods.

Industry Specific Terms and Conditions

9 General

9.1 All orders must be accompanied by a purchase order number or an email confirmation stating the quote number. We will not place orders till deposit is made and written confirmation has been received.

9.2 All deposits will be by direct credit into our bank account or cheque payments are acceptable. However, all orders will not be delivered till full payment has been confirmed, unless other terms have been agreed by us in writing.

9.3 All artwork is to be supplied in Vector Art EPS or AI Files or JPEG’s can be acceptable for embroidery jobs. All Branded work has to be proofed by fax or email and signed as correct and returned to us before any Branding on order is commenced. Once order has been confirmed, Branded Products are NON-returnable unless the products are faulty or the Branding of the product is incorrect.

9.4 Delivery for local orders is between 2-10 weeks from order or artwork confirmation. Indent orders can range from 4-18 weeks from order or artwork confirmation.

9.5 All order under $500 will incur a surcharge of $30.

10 Non-Branded Products

10.1 A Deposit of 60% is required from placement of order (unless other terms have been arranged) with the balance payable on the delivery of the order.

11 Branded Products

11.1 A Deposit of 60% is required from placement of order (unless other terms have been arranged) with the balance payable on the delivery of the order.

12 Off-shore/Indented Products

12.1 All Indented Goods orders require a deposit of 100% from placement of order (unless other terms have been arranged).

13 Samples of Branded items

13.1 If a sample of a Branded item is requested before an order is placed, the cost of the sample, any digitizing (if embroidery is required) or screens and film (if any printing is required) of a logo or image will be charged out if you decide not to go ahead with the order. If you decide to go ahead with the order, the amount of the set up costs will be absorbed in the invoice; if the final order is exactly the same as the sample ordered.

14 Return Policy for samples and orders

14.1 Returns must be sent to us within 7 days of the items being invoiced out to you, unless other terms were agreed upon by us in writing.

14.2 All goods returned to us must be in as new condition and in original packaging in order for a full refund to be given to you.

14.3 Items returned to us after the 7 day period and not being in as new condition and/or in original packaging will result in you not being given a refund and the items will remain your property and we will return the items to you and invoice you for the cost of freight in returning the items to you.

14.4 All sample orders will incur a freight/courier cost and we will invoice you for this cost.

14.5 If in a rare case the goods sent out from an order have arrived to you incorrectly (wrong product or incorrect branding) and have been returned by you within 7 days of the items arriving in your possession, along with sending them back in sellable condition and original packaging, we will cover the cost of you returning the items back to us and we will endeavor to replace the incorrect goods in a timely manner at our expense.

14.6 All indent orders are subject to the same return policy.

14.7 Artwork proof’s are free of charge for the first artwork proof that is provided to you. The first change required by you to artwork proofs is also free of charge. All subsequent artwork proofs that are required will be invoiced to you at $15.00 per artwork proof.

Defined Terms
Goods means all Goods supplied from time to time by us to you provided that:

(a) where the Goods supplied are your Inventory, then all references to Goods in these Terms shall, in respect of those Goods, be read as references to Inventory; and

(b) where the Goods supplied are not Inventory then all references to Goods in these Terms shall, in respect of those Goods, mean the Goods described in any one or more of the relevant order form, packing slip or invoice (or its equivalent, whatever called) relating to those Goods, on the basis that each such order form, packing slip or invoice (or its equivalent) shall be deemed to be incorporated in, and form part of, these Terms.

Inventory has the meaning given to that term in the PPSA.

PPSA means the Personal Property Securities Act 1999 as amended or substituted from time to time.

Terms means these terms of trade.

Unless the context otherwise requires, words and phrases shall have the meanings given to them in, or by virtue of, the PPSA.