Terms & Conditions
In the terms and conditions of sale set out below:
“the Company” refers to Kukri Sports NZ Limited and all of its subsidiaries;
“the Purchaser” refers to the person, the firm, club, company or entity to whom the quotation is addressed or by and on behalf of whom the order is placed;
”Stock Items” refers to plain stock items with no personalisation;
”Customised items” refers to plain stock items that are personalised for the Purchaser;
“Bespoke items” refers to unique design items that are made to order specifically for the Purchaser;
“Target Delivery Date” refers to the estimated delivery date at the point of sale and is not a guaranteed delivery date;
“Force Majeure” refers to an excusable delay, unforeseen circumstances proved to be beyond the reasonable control and without the fault or negligence of the Purchaser or the Company including but not limited to acts of God, natural disasters, fire, flood, explosions, earthquakes, accident, civil unrest, any act of the Government of the Purchaser or the Supplier, war, insurrection, embargo, actions of the other party, riots, or strikes affecting the Purchaser and/or the Company or any supplier of the Company;
“Intellectual Property Rights” refers to Inventions, technical information, patents, know-how, registered and unregistered trademarks and service marks (including any trade, brand or business names and any URLs or domain names), registered designs, design rights, copyright and moral rights and topography rights (in each case for the full period thereof and all extensions and renewals thereof), applications for any of the foregoing and the right to apply for a claim priority in respect of any foregoing in any part of the world and any similar rights situated in any country.
“PPSA” refers to the Personal Property Securities Act 1999
“Default Event” refers to any of the following:
- the Purchaser fails to pay the Company on time for Goods supplied;
- the Purchaser breaches any other terms of these Terms and Conditions or any other contract with the Company;
- the Purchaser become insolvent or is adjudged bankrupt;
- the Purchaser cease or threaten to cease trading;
- A receiver, liquidator, official assignee or statutory manager of the Purchaser’s assets is appointed; and
- Any other event which gives the Company reasonable cause to believe that the Purchaser may fail to meet its obligations to the Company.
“Goods” refers to garments, clothing and/or other items supplied by the Company to the Purchaser at any time, and includes any items described by item or kind on any packing slip or invoice from the Company.
“Product” refers to and has the same meaning as Goods
2. Validity of Quotation
The Company reserves the right to refuse the Purchaser’s acceptance of a quotation unless such quotation is stated to be open for a specific period and is not withdrawn in such period. No binding contract shall be created by the acceptance by the Purchaser of the Company’s quotation until notice of acceptance of the order has been given in writing, which shall have been signed by the Company’s duly authorised representative, or the Company has indicated its acceptance of the offer by making delivery or part delivery of the Goods. In the event that no quotation is given by the Company and it has received an order from the Purchaser, all deliveries are made subject to these Terms and Conditions.
- Unless contractually agreed otherwise, price lists may be altered without notice and Goods are invoiced at prices in force on the day of despatch. In the case of Goods and/or services, which are the subject of a written quotation, the validity of prices are as detailed in that quotation.
- Variations – In the event of variations or suspensions of the work by the Purchaser’s instructions or lack of instructions, the contract price shall be adjusted to reflect costs involved. Where a price per unit has been quoted and the Purchaser requires a smaller number of units to be delivered than those quoted for, the Company reserves the right to adjust the rates of prices applicable thereto.
4. Product Representation
Product details and specifications within published literature of any form should be considered as an initial guide, the Company reserves the right to make changes to Products that are not subject to existing contract award without prior consultation.
- Some of the Goods which the Company offers for sale are fashion items and may not be suitable for sports or other activities. The Purchaser should therefore satisfy themselves that the Goods are suitable for the type of sports activity that they wish to use them for prior to ordering.
All sample orders are chargeable at full recommended retail price and are required to be paid in full at the time of ordering by the Purchaser. Not all sample orders are returnable, however, where the sample order has been agreed as returnable, these products must be received by the Company no later than 28 days from date of despatch and in good order and condition. Upon receipt of the returned sample products, a credit note or refund will be issued within 15 days. Returned sample orders should be sent via courier or registered post, the cost of which will be borne by the Purchaser. If the Goods fail to arrive at the Company the Purchaser will not be eligible for a credit note or refund. The Company cannot be held responsible for Goods lost or damaged in transit. Goods returned after the sample return period has expired will not be eligible for a credit note or refund and the sample order will be returned to the Purchaser at the Purchasers own cost.
- The Goods supplied to the Purchaser shall comply with the agreed specification of product code stated in the order made by the Purchaser.
- The Company shall be entitled to approach the Purchaser to propose modifications to the Goods subsequent to the date of the Order.
- The Company shall implement all mutually agreed modifications to the agreed specification of product.
- The job sheet and logo worksheet, once confirmed, is a binding contract between the Purchaser and the Company. Once approved by the Purchaser in writing, changes will not be accepted to either document. It is the Purchasers responsibility to check the sales prices detailed on the job sheets prior to order confirmation. The Company will not adjust sales prices post order confirmation.
- Any and all logo approvals are the sole responsibility of the Purchaser. Once approved no changes can be made.
- For customised and bespoke items, the Purchaser may be asked to approve a sample logo or sublimation design whilst the order is in production. Any delay in approval from the Purchaser may result in a delay in the production of the Product. The Company shall not be responsible for any such delay.
- Colours and designs are for visual guidance only. Logos are not shown to scale. Swatches and samples can be provided on request and are chargeable to the Purchaser.
7. Schedule Order
- A schedule order (i.e. an order calling for delivery spread over a specified period) shall constitute unqualified authority for manufacture of the entire order and shall define the Purchaser’s liability.
- Where the contract is to be or may be fulfilled in separate instalments, deliveries or parts, payments for each instalment, delivery or part shall be made as if the same constituted a separate contract.
8. Delayed Delivery By The Purchaser
Should the Purchaser, for whatever reason, delay the delivery of an order, where materials have been purchased, and/or work has already been completed on the order, the Company reserves the right to invoice for, the value of the order at the time the delay is notified, at that time or at any time thereafter. The Company also reserves the right to invoice, if necessary, for storage of the Goods, the cost of any material or tools used or intended to be used thereof and the cost of labour and other overheads.
9. Cancelled Order
If the Purchaser cancels the order or any part thereof, or fails to take delivery of any Goods at the time agreed, should such cancellation or failure cause disruption to the Company’s production, the Purchaser shall be liable, without prejudice to any other rights of the Company to claim damages, to indemnify the Company against any loss, damage or expense incurred by the Company in connection with the manufacture or non-manufacture of the Goods, the cost of any material or tools used or intended to be used thereof and the cost of labour and other overheads. The Company reserves the right, in addition, to impose a cancellation/ restocking fee of 50% of the full order value.
- The Target Delivery Date is an estimated delivery date at the point of sale and the Company shall endeavour to meet this. The parties non-compliance with any rule, regulation or government agency or the failure of the Purchaser to furnish necessary information or instructions for any reason whatsoever, release us from the agreed delivery dates, and if necessary, from the contracted responsibility for delivery. The, lack of raw materials, late or disadvantageous delivery of goods, conditions that constitute Force Majeure shall constitute an excusable delay on the part of the Company and the target delivery date shall be adjusted to allow for such excusable delay without liability.
- Should there be a default in payment by the due date in the case of a contract or order which involves more than one delivery, the Company reserves the right to suspend or cancel all or part of that contract on order.
- Where bespoke garments are to be manufactured in accordance with the Purchaser’s requirements, the quoted lead-time shall commence from receipt of written confirmation of actual requirements and valid payment as set out on the email confirmation and job sheet that is issued. A copy of the email confirmation and job sheet are also available on request.
- If Goods are out of stock, the Company will notify the Purchaser via email as soon as possible and by no later than 30 days from the due delivery date and advise if alternatives are available. The company will aim to replenish stock levels as soon as possible, although are not be obliged to do so. If the Purchaser orders more than one product, the Company does not guarantee that all Goods will be delivered in a single delivery and we reserve the right to deliver in instalments.
11. Damage in Transit or Non-Delivery
- A complaint must be made in writing within 3 working days of receipt of Goods if they have been damaged in transit. On receipt of an externally damaged delivery, a claim for damages must be submitted accompanied by an official report from the carrier. In cases of non-delivery of Goods, a complaint must be made in writing within 5 days of despatch failing which the Purchaser shall be deemed to have accepted delivery of the Goods.
- The risk in the Goods shall pass to the Purchaser at the point of delivery as specified in these Terms and Conditions or as otherwise agreed and the Company shall have no responsibility for the safety of the Goods thereafter.
12. Return of Goods
Under no circumstances may Goods, supplied against a firm order, be returned without the Purchaser having first applied for and obtained the written consent of the Company. Goods returned without prior permission or that fall outside of the terms detailed below will not be accepted.
- Customised & Bespoke Products – The Purchaser does not have a legal right to cancel any Goods that have been personalised to your requirements. As these are customised for the Purchaser, the Company are unable to accept returns except in the case of manufacturing error or faulty Goods.
- Plain Stock Products – The Company will accept returns of plain stock products within 28 days from date of delivery if the Goods are in the original condition with all labels, tags and bags intact. Please note that the return may be subject to the cancellation/restocking fee as detailed in clause 9.
- To return plain stock items, this must be agreed by the Company prior to the Goods being returned. The Purchaser must keep the Goods in a re-saleable condition and in accordance with clause 12 (ii)
- If the Purchaser returns Goods to the Company due to a manufacturing fault, the Company will inspect the Goods and either replace the item or refund the full purchase price for Goods that we reasonably accept are defective, faulty or which are otherwise not in accordance with the contract. This is subject to the Goods being returned to the Company within 28 days from date of delivery.
- The Company will replace the Goods or refund the Purchaser provided that the defect or fault is not caused by usual wear and tear, damage caused deliberately or accidentally, negligence or if you fail to follow product instructions or if the Goods have been misused, altered or repaired without the Company’s approval. If the Company does not find any fault or defect then your cancellation and refund rights are limited to those set out above. This does not affect the Purchaser’s statutory rights. The remedy in this clause represents the Company’s entire liability to the Purchaser for any claim under the guarantee period or any other guarantee or condition in respect of the Goods which the law provides in so far as we are permitted to limit our liability to you.
- If the Purchaser believes that Goods have a defect, no further use shall be made of those Goods before returning them to the Company. After the guarantee period, refunds and exchanges shall be at the Company’s discretion except that the Purchaser’s statutory rights are not affected.
- Returned orders should be sent via courier or registered post. If the Goods fail to arrive at the Company you will not be eligible for a credit note or refund. The Company cannot be held responsible for Goods lost or damaged in the post. Goods returned after the return period has expired will not be eligible for a credit note or refund and the order will be returned to the Purchaser at the Purchasers own cost.
- The Company will not reimburse the Purchaser’s return delivery costs except in the case of a manufacturing error.
- All return packages must include a completed returns form, which can be downloaded from the Company website.
- All the Company’s products are guaranteed for a minimum of 28 days from the date of delivery, subject to the following conditions without prejudice to the Purchaser’s statutory rights.
- In the event of a complaint arising during the period of guarantee, the Purchaser should notify the Company regarding the nature of the complaint before returning the Goods. If the Company is satisfied that the Company’s product has become defective due to faulty workmanship or material, in normal use, in accordance with the Company’s instructions, the Company will, at the Company’s discretion, either despatch a direct replacement free of charge or repair the article free of charge if return carriage is paid to the Company.
- Products not manufactured by the Company will receive the same guarantee conditions as extended by the supplier to the Company.
- It is the responsibility of the Purchaser to ensure that all Goods are used in in line with the manufacturer’s instructions. Contravention of such instructions invalidates the guarantee and any rectification carried out by the Company at the request of the Purchaser is chargeable by the Company.
- The Company reserves the right to decide whether a product has been tampered with in which case the guarantee becomes invalid.
- The Company’s guarantee is explicitly limited to the repair or replacement of defective Goods.
- The nett prices quoted are exclusive of carriage costs and Goods and services tax. Standard payment terms are payment in full at point of order. Alternatively, and only with prior agreement, the Company will accept orders provided they hold a valid credit account. For purchasers who already hold credit facilities with the Company, payment is due in line with the agreed terms of your credit account. Cancellation of orders may result in the cancellation fee being applied as per clause 9.
- The Company reserves the right to seek full or part payment for specialised items in advance of manufacture.
- The Company reserves the right to charge interest at 2% per month on overdue accounts.
15. Property and ownership
- Property in and ownership of the Goods does not pass to Purchaser on delivery and instead property in and ownership of the Goods and any proceeds of a resale of the Goods by Purchaser remain with the Company until we have received full payment of all moneys owing by the Purchaser to the Company.
- Immediately on delivery of the Goods to the Purchaser or into custody on the Purchasers behalf (whichever is the sooner) the risk in the Goods will pass to the Purchaser
- Until all such moneys owing by the Purchaser to the Company have been paid the Purchaser may resell the Goods in the normal course of their business for full market value provided that: (a) any such resale will be as principal in relation to the Purchasers sub-buyer but, as between the Purchaser and the Company, the Purchaser resells as the Company’s fiduciary agent and bailee; and (b) the Purchaser must keep the proceeds of the resale on trust for the Company; (c) the Purchaser must keep any Goods that the Purchaser has not resold in good order and condition and properly stored, protected and insured, and identifiable the Company’s property; (d) the Purchaser must return any Goods that it has not resold to the Company immediately if called upon to do so by the Company; and (e) Any money received by the Purchaser from an insurance claim made in respect of loss of or damage to the Goods will be treated as if it was proceeds of resale by the Purchaser and therefore must be held by the Purchaser on trust for Company. (f) If the Company has reasonable cause to believe that a Default Event has occurred or is about to occur, then the Company may at any time without notice, and using agents if they choose, enter upon any land, premises or property where the Goods may be and, in addition to all rights we may have under the PPSA, remove the Goods and: If the Company removes the Goods, the Purchaser’s right to possession of the Goods and right to sell or dispose of them immediately ends; (g) The Company will not be liable for any loss or damage suffered by the Customer as a result of the Company exercising or attempting to exercise its rights under this clause; and (h) The Purchaser indemnifies the Company for any cost, expense, loss or damage incurred by the Company in the exercise or attempted exercise of our rights under this clause. (i) Any receiver or liquidator appointed over the assets of the Purchaser shall pay into a separate bank account any sums received from third parties in respect of sales to them of the Goods by the Purchaser, up to the amount of any indebtedness of the Purchaser to the Company for the sole benefit of the Company.
16. Personal property securities act
- Under these Terms (by virtue of the retention of title in clause 15) the Purchaser grants the Company a continuing security interest over all present and after acquired property supplied by the Company and their proceeds as security for payment of all moneys owing by you to us.
- the Purchaser undertakes to: (a) do all acts and provide all information the Company reasonably requires to register a financing statement or financing change statement on the Personal Property Securities Register; and (b) advise the Company immediately in writing of any proposed change in the Purchaser’s name or other details on the Personal Property Securities Register.
- the Purchaser: (a) Waives their right to receive a verification statement regarding any financing statement or financing change statement relating to the security interest; (b) Waives their rights and, with Company’s agreement, contracts out of their rights under sections 116, 120(2), 121, 125, 126, 127, 129 and 131 of the PPSA; and Agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply and, with our agreement, contract out of such sections.
- Unless the context otherwise requires, the terms and expressions used in this clause 16 have the meanings given to them in, or by virtue of, the PPSA.
17. Limit Of Liability
This clause sets out the entire financial liability of each Party (including liability for the acts of omissions of its employees) to each other in respect of any breach of this agreement or any representation, statement or tortuous act or omission (including negligence) arising under or in connection with this Agreement.
- Nothing in this Agreement shall limit or exclude liability of either Party to the other for death or personal injury resulting from negligence, for fraud or fraudulent misrepresentation.
- Without prejudice to 17 (i), neither Party shall be liable to the other Party, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any: (a) loss of profit; or (b) loss of goodwill; (c) loss of business; (d) loss of business opportunity; (e) loss of anticipated saving; (f) loss or corruption of data or information; (g) loss of reputation; (h) consequential loss on account of late or incomplete delivery, any damaged and/or faulty product. (i) special, indirect consequential damage suffered by one Party that arises under or in connection with this agreement.
- Without prejudice to clause 17 (i) or clause 16 (ii) the Company’s total liability of each Party arising under or in connection with this Agreement, whether arising in contract, tort (including negligence) or restitution or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to the price of the Order to which the claim relates.
18. Intellectual Property Rights
- All Intellectual Property Rights in the Goods and in any material used in the manufacture of the Goods so and shall continue to belong to the Company or a supplier to the Company and the Purchaser agrees that it will not infringe any of the Company’s intellectual property rights. In addition, the Purchaser agrees to notify the Company as soon as it becomes aware of any third party infringement of Intellectual Property Rights in relation to the Goods or any of them.
- The Purchaser shall leave in position and not cover, deface or erase any notices or other marks (Including, without limitation, notice that a trademark, design, patent or copyright relating to the Goods is owned by the Company or a third party) which may be placed on or affixed to the Goods.
- This agreement shall be governed and construed in accordance with the law of New Zealand and the parties hereby accept the non-exclusive jurisdiction of the courts of New Zealand in relation to all matters, claims or disputes arising out of or in connection with this agreement.
- In the case that any part or parts of this contract are held to be illegal or otherwise unenforceable, the remainder of the contract should still apply.
- These Terms and Conditions are binding on the Company and the Purchaser. The Purchaser may not transfer of assign their rights or obligations to any other person or entity without the express agreement of the Company. The Company may transfer or assign its rights and obligations or appoint third parties to assist them in performing their obligations provided that this will not reduce its obligations under these Terms and Conditions.
- Any changes to these Terms and Conditions made by the Purchaser will only be binding on the Company if agreed in writing by the Company.
- The Company may amend its terms and conditions of sale at any time without notice. Any change will take effect immediately after being posted on the Company’s website and will deemed to have been accepted by any person who uses the website and/or makes an order from the Company. Where an order has already placed which the Company has accepted that order will remain subject to the version of the Terms and Conditions which were in place at the time the order was placed.
- Nothing in these Terms and Conditions seeks to exclude or limit any rights available under any applicable law which cannot be excluded of limited.
- Any third party entity or person who is not the Purchaser under these Terms and Conditions shall have no right under the Consumer Guarantees Act 1993 to enforce any terms of it or these Terms and Conditions
- These Terms and Conditions set out the entire agreement and understanding between us and will superseded and replace any prior agreements, understandings or arrangements whether written or verbal between the Company and the Purchaser. Each party acknowledges that neither party has relied on any promise of representation given by the other or implied from anything said or written other than as specifically set of in these Terms and Conditions or on the Company’s website.
- All orders are accepted and executed on the understanding that the Purchaser is bound by these Terms and Conditions. Where there is any inconsistency between these Terms and Conditions and any conditions which the Purchaser seeks to impose these Terms and Conditions of Sale shall prevail.