Terms and Conditions of Trading
1.1 In these terms and conditions unless the context otherwise requires:
(a) “Buyer” means the person buying the goods from ECYCLESNZ ltd or Bikes and Barbers, which is a subsidiary of ECYCLESNZ ltd.
(b) “Business Day” means any day that registered banks are open for business in Auckland excluding Saturdays, Sundays and statutory holidays.
(c) “The user” means the owner or the end user of the goods.
(d) “Company” means ECYCLESNZ ltd and includes it successors and assigns.
(e) “Designs” means all specification given by EcyclesNZ and their manufacturers.
(f) “Event of Default” means the happening of any of the following events, namely:
(i) The Buyer fails to pay for the Goods or Services on the due date for payment.
(ii) The Buyer defaults in performance of any one or more of its other obligations to the Company under the Contract.
(iii) The Buyer commits an act of bankruptcy or enters into a composition or arrangement with creditors or (being a company) commences to be liquidated or has a receiver or statutory manager appointed in respect of any of its assets.
(g) “Goods” means the E-conversion kits or Electric assist Bicicles and
(h) “Contract” has the meaning given that term in clause 2.1
(i) “Price” means the price of the Goods or Services as agreed between the Company and the Buyer.
(j) “Services” means the services purchased by the Buyer from the Company, and includes any services arising from the supply of Goods.
1.2 References to one gender include the other genders and references to the plural include the singular and vice versa.
2.1 These terms and conditions together with the Company’s confirmation of order (if any) and the provisions of a quotation (if any) shall constitute the contract between the Company and the Buyer for the sale and purchase of Goods and/or Services.
2.2 No agent or representative of the Company is authorised to make any representations, warranties, conditions or agreements not expressly confirmed by the Company in writing, and the Company is not in any way bound by any such unauthorised statements, nor can any such statements be taken to form part of the Contract or part of a contract with the Company collateral to the Contract.
3.1 If between the date a Contract is entered into, and the date of delivery of Goods or performance of Services pursuant to that Contract any item involved in the supply, production and/or delivery of those Goods or the carrying out of those Services is increased in price due to circumstances beyond the Company’s control, the Price shall be increased to reflect those additional costs.
3.2 All prices are subject to change without notice and prices in the Company’s price list or catalogue should be confirmed prior to ordering.
3.3 As per section 2.2 , no individual of the company can quote a diffrent price structure to the one outlined in these TERMS AND CONDITIONS Without signed agreement with Christian Hoff-nielsen .
3.4 Unless expressly stated in a quotation or any price list or catalogue issued by the Company, the Price does not include the cost of installation of Goods purchased by the Buyer from the Company.
3.5 If the Buyer requests any variation to a contract for the supply of goods or services, the Company is entitled to adjust, and if necessary, increase the price to reflect the cost of the variation.
3.6 the wholesale discounts for all agents are 20% for conversion kits and 30% for electric bicycles.
4. TAXES AND DUTIES
4.1 Unless expressly included in any quotation given by the Company, GST and any other taxes and duties relating to the supply of Goods or Services to the Buyer are not included in the Price and shall be payable by the Buyer in addition to the Price of the Goods at the rate(s) prevailing at the date of delivery of the Goods.
5.1 Failure to pay any amount by due date shall be a breach of the Buyer’s obligations under these terms and conditions and the Company may in respect of such account, without prejudice to any other rights or remedies it may have, charge as liquidated damages interest thereon plus GST (if GST is applicable), at a rate equivalent to the Company’s bank overdraft rate plus 2%, such interest to accrue and be chargeable on a daily basis from the date payment was due until payment is made in full; or if the Company does not have a bank overdraft, the penalty rate will be 3% on the amount owing on due date
5.2 The Buyer shall not be entitled to withhold payment or to make any deduction from or set off any amount against any moneys payable to the Company without the prior written consent of the Company.
5.3 Receipt by the Company of any cheque or other bill of exchange or any promissory note, shall not be deemed to be payment or conditional payment until the same has been honoured or cleared and until such time shall not prejudice or affect the Company’s rights, powers or remedies against the Buyer and/or the Goods.
6. DELIVERY OF GOODS
6.1 Delivery of Goods shall be made at the place indicated in the Contract, or, if no place is indicated delivery shall be deemed complete when the Company has advised the Buyer that the Goods are available for collection.
6.2 Where the cost of freight has not been included in the Price, and the Company undertakes the delivery of Goods, the price shall be increased by the cost of freight and handling incurred in delivery of those Goods.
6.3 Without prejudice to any other right or remedy, the Company may charge storage and transportation expenses if the Buyer fails or refuses to take or accept delivery or indicates to the Company that it will fail to do so.
6.4 Delivery of 10% more or less than the quantity of the Goods ordered by the Buyer shall constitute performance by the Company, the amount under or over supplied to be deducted or charged on a pro rata basis.
6.5 The Company reserves the right to deliver the Goods by instalments and each instalment shall be deemed a separate contract under the same provisions as the main contract. Failure by the Company to deliver, or defective delivery by the Company of one or more instalments shall not entitle the Buyer to cancel the contract.
6.6 Shortages must be advised in writing as soon as possible after receipt of delivery. The Buyer must inspect the Goods forthwith after delivery and advise the Company immediately in writing of any shortages or damage.
7.1 The company will provide 12 months warranty unless specified. Consumables such as brake pads, brake callipers, braking discs, tyres, tubes, brake cables and bearings are not covered under and by the warranty. Normal wear and tear: damages caused by abuse, accident or lack of reasonable care, non-observance of the instructions for use, poor maintenance, and modification of the product are not covered under the warranty.
7.2 Within the warranty period, buyer informs us of the faulty parts with video or picture and Ecyclesnz will endeavour to replaceme parts for free. We will provide instructions on how to replace the faulty parts. Alternatively, buyer can send the faulty products back to our service centre for free repairs but it must meet the following condition: buyer pays shipping cost to service centre and we pay the return cost.
7.3 We do not support or service conversion kits or Bicycles from any other source. Any claim made for warranty must be accompanied with the serial number and date of purchase and official receipt from the Buyer
8.1 The Company shall not be liable under any circumstances for any loss or damage (including any consequential loss) for late or non-delivery of the Goods or late performance of Services.
8.2 If a time for delivery of the Goods or performance of Services is quoted by the Company the time shall be an approximate only and shall not be deemed to be the essence of the contract.
9. RISK AND OWNERSHIP
9.1 Risk of any loss, damage or deterioration to the Goods passes to the Buyer on delivery.
9.2 Property and ownership in the Goods remains with the Company and does not pass to the Buyer until the Buyer pays the amount owing for the Goods under the Contract and any other moneys owing by the Buyer to the Company from time to time whether in relation to the Contract or any other contract or on any other account whatever (“Buyers Total Indebtedness”).
9.3 Until property in and ownership of the Goods passes to the Buyer:
(a) the Buyer shall hold the Goods as Bailee for and agent on behalf of the Company and shall store them separately and clearly identify them as belonging to the Company.
(b) Subject to clause 9.4 below the Company authorises the Buyer to sell the Goods in the ordinary course of the Buyer’s business.
9.4 The Buyer’s authority to sell the Goods is cancelled if:
(a) the Buyer commits an Event of Default.
(b) The Company notifies the Buyer in writing (whether or not an Event of Default has occurred) that the Buyer’s authority to sell the Goods is cancelled.
9.5 Where the Buyer sells the Goods in accordance with the authority contained in clause 9.3(b) above before ownership of the Goods has passed to the Buyer, the Buyer shall hold the proceeds of such sale upon trust for the Company in a separate account not mixed with any other funds of the Buyer.
9.6 The Company may apply any payments received from or on behalf of the Buyer in reduction of the Buyer’s Total Indebtedness as the Company may think fit.
9.7 The Company may bring an action for the price of the Goods whether or not ownership has passed to the Buyer.
9.8 Upon cancellation of the Buyer’s authority to sell the Goods the Company may, without notice and at any time of the day or night enter the premises where the Goods are stored and remove them without being responsible for any damage in so doing.
10.1 The Company will replace Goods supplied in a defective state but shall have no other liability in respect of defective Goods.
10.2 The Company shall not be liable for any loss of profits or any consequential, indirect or special loss, damage or injury of any kind suffered by the Buyer arising directly or indirectly from any:
(a) breach of any of the Company’s obligations under or cancellation of the contract;
(b) negligence, misrepresentation or other act or omission on the part of the Company or its employees or agents.
10.3 Goods will only be accepted for return within seven (7) days of receiving the Goods, and the Goods are then returned within fourteen (14) days of receiving the Goods. It is the Buyer’s responsibility to ensure the Goods are returned in a resaleable condition and wrapped to prevent freight damage.
10.4 Where the Buyer is acquiring Goods for the purpose of using them in business (in terms of section 43(2) of the Consumer Guarantees Act 1993) the Buyer agrees not to assert or attempt to assert any right or claim against the Company under the provisions of the Act.
10.5 Notwithstanding any other provision contained in the Contract, the liability of the Company whether in contract or pursuant to any cancellation of the Contract or in tort or otherwise in respect of all claims or loss, damage or injury, however arising shall not in aggregate exceed the Price.
11. ADVERTISING RETAIL PRICE
11.1 In order to prevent heavy price competition among the buyers, all dealers must agree that they must not print on the public media a lower price other than price set by the Company. This is to preserve the price and allow a healthy margin for the buyers.
11.2 Buyers are allowed to negotiate a better price DIRECTLY for their customer in order to make sales.
11.3 Stock that is more than 2 years old are allowed to print on public media at whatever price desire to clear their old stock.
11.4 Public media include; trademe, listselltrade, news paper, magazine, radio ads, tv ads, etc.
12. PERSONAL PROPERTY SECURITIES ACT 1999 (PPSA)
12.1 As security for payment of the purchase money due by the Buyer to the Company under each contract for the sale and purchase of Goods, the Buyer, for value received, grants the Company a security interest in those Goods.
12.2 The Company has the right to allocate purchase moneys paid by the Buyer to the Company for Goods against any invoice that is outstanding for the supply of Goods or to allocate any payment between several outstanding invoices.
13. DIMENSIONS AND SPECIFICATIONS AND DESIGNS
13.1 Dimensions and specifications contained or referred to in the Contract or in any catalogues, drawings or other publications issued by the Company are approximate only. Unless otherwise expressly agreed in writing by the parties, it is not a condition of the Contract that the Goods will correspond precisely with such dimensions and specifications.
13.2 The Company is not liable for any loss the Buyer may suffer or incur due to negligence or abuse of the product or unauthorised modification and alteration to the product. Please see clause 7.1 pertaining to the warranty of the product.
13.3 The Company is not liable for any loss the Buyer may suffer or incur through any fault in the Design.
13.3 Ownership of Designs remains with EcyclesNZ ltd or their manufacturers.
14. SPARE PARTS AND REPAIRS
14.1 The buyer is allowed to purchase spare parts at wholesale price as stock and otherwise order when needed, the parts are subject to availability.
14.2 The buyer must ensure careful and be diligent in their services and repairs for their customers. Charges must be reasonable and according to the norm rates set by the buyer. For services; general service for the first 6th month and subsequently yearly or every 1000km for the next service.
14.3 To protect local market, and on knowing that the user bought the goods on-line or from overseas, the buyer is not obligated to service the warranty, to repair or sell any parts and if the buyer choose to service bicycle, the buyer must charge double the normal rate on parts and services to the user.
15.1 The Company may, in addition to any other right of termination or remedy conferred on the Company under the Contract or by law, terminate the Contract at any time and with immediate effect by written notice given by the Company to the customer if:
(a) the customer defaults on contract;
(b) the customer (if the customer is an individual) dies;
(c) the customer suspends, for ten business days or longer, or ceases its principal business activities;
(d) the customer has committed any material breach of the contract which is not reasonably capable of being remedied by the Buyer within five business days, provided that the Company may not at any time give such a notice terminating this Contract if, at that time, the Company is in default under this Contract.
15.2 If any of the events referred to in clause 12.1 shall occur the Company may then;
(a) enter upon the premises where any Goods for which the Company has not been paid are situated and take possession of and remove those Goods without being responsible for any damage caused in so doing and resell those Goods; and
(b) apply the proceeds towards the payment of all moneys owing to the Company by the Buyer; and all costs incurred by the Company as a result of any such action shall be immediately payable by the Buyer upon written demand from the Company.
15.3 Upon termination of this Contract for whatever reason;
(a) such termination shall be without prejudice to the rights and remedies of either party in respect of any antecedent breach of this Contract by the other party;
(b) the provisions of clauses 9.1 to 13.3 (inclusive), clauses 15.1 to 15.6 (inclusive) and those other provisions of this Contract which are incidental to and required in order to give effect to those clauses shall remain in full force and effect;
(c) notwithstanding any contrary provision in this Contract, any amount payable by the Buyer to the Company under this Contract shall be deemed to have fallen due and become payable immediately prior to such termination occurring.
16.1 The Buyer shall be responsible for all costs and/or expenses incurred by the Company in instructing a a solicitor and/or debt collecting agency to recover any amount overdue for payment and such costs and expenses shall bear interest at the default penalty rate then being charged by the Company pursuant to clause 5.2 above from the date upon which they are paid or incurred by the Company to and including the date upon which the Buyer shall pay or reimburse the Company.
16.2 No waiver of any breach or failure to enforce any provision of these terms and conditions by the Company shall in any way affect, limit or waive the Company’s right subsequently to enforce these terms and conditions of sale.
16.3 The Buyer may not assign any of his rights or obligations under these terms and conditions without the prior written consent of the Company, which consent may be withheld at the Company’s sole discretion.
16.4 Should any of these terms and conditions become void or inoperative by operation of law, the remaining terms and conditions shall remain unaffected and valid.
16.5 If, due to any circumstance beyond its reasonable control the Company is unable, either wholly or partly, to carry out any obligations under these terms and conditions, that obligation shall be suspended so far as it is affected by and during the continuance of that circumstance.
16.6 The Buyer undertakes, that if it sells its business, and ceases to be a customer of the Company, it will forthwith advise the Company the name and full contact details of the Purchaser of its business.