Terms & Conditions of Trade

1		Definitions
1.1		“Oceania” shall mean The Oceania Jade Company Limited.
1.2		“Buyer” shall mean the Buyer, any person acting on behalf of and with authority of the Buyer or any person purchasing goods from Oceania.
1.3		“Products” shall mean all goods, services and advice provided by Oceania to the Buyer.
1.4		“Price” shall mean the cost of the goods as agreed between Oceania and the Buyer subject to clause 2 of this contract.
2		Price and GST
2.1		All prices are exclusive of Goods and Services Tax (“GST”) and prices shall be deemed to be increased by the amount of GST applicable to each supply.
2.2		Oceania reserves the right to alter prices at its discretion without notice. Where retail prices are specified they are recommended prices only.
3		Payment
3.1		Payment for the Products shall be made in full on or before the 20th day of the month following the date of the invoice (“the due date”).
3.2		Payment will be made by cash, or by cheque, or by bank cheque, or by direct credit, or any other method as agreed to between the Buyer and Oceania.
3.3		All collection costs including the collection agent’s and solicitor’s fees incurred in the recovery will be added to the account balance.
4		Consignment of Goods
4.1		Under this arrangement goods are supplied by Oceania with the understanding that the Buyer will not be charged for the goods until they are sold. At this stage Oceania after stock checking, will issue an INVOICE against the items sold. UPON RECEIVING THE INVOICE THE BUYER IS OBLIGATED TO PAY OCEANIA THAT INVOICED AMOUNT IN FULL ON OR BEFORE 20TH DAY OF THE MONTH FOLLOWING THE DATE OF THE INVOICE (“THE DUE DATE”).
4.2		Under this arrangement freight is free for all products dispatched unless under 20 pieces or $250 in value.
5		Delivery
5.1		Delivery of the products shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Products whenever they are tendered for delivery, or the Products shall be delivered to the Buyer at the Seller’s address.
5.2		The Buyer will pay the delivery, handling, packaging and insurance costs related to their purchase order.
5.3		We may, if you request, arrange delivery by other means or at other times but we will be entitled to charge you for any additional costs we may incur.
5.4		We will endeavour to deliver goods on the agreed delivery dates but we will not be liable for late delivery. Late delivery does not entitle you to cancel any order or part order. Delivery will be deemed to have been made when the goods arrive at the delivery point agreed with you or if you are to arrange delivery, when the goods are available for collection by you.
6		Returns Policy
6.1		At Oceania, we stand by the quality of our product. Buyer satisfaction is important to us. Buyers who have made purchases from us can return product purchased from us for a full refund or exchange within 14 days of purchase using the following process: Ensure the product is undamaged and in original condition and packaging. Return product to Oceania Jade Co Ltd at the following address: P O Box 300-095, Albany, Auckland 0752 Upon receiving the product, Oceania will refund you for the price you paid for the product. Oceania will not refund the original delivery costs relating to the return of non-faulty product. If product has been damaged in transit please call us on 09-415-9880 and we will arrange to replace the damaged product(s).
7		Risk
7.1		Risk in goods purchased from us will pass to you on delivery, but legal and beneficial ownership in goods remains with us until all sums owed to us, in respect of those goods and all other goods supplied by us are paid in full. While property of the goods remains with us, we have the irrevocable right to enter your premises where the goods are located and take possession of and remove the goods.
7.2		Risk of any loss, damage or deterioration of or to the Products from the time of delivery shall be borne by the Buyer.
7.3		Until ownership passes, the Buyer will hold the goods as bailee for Oceania. If the Buyer wishes to resell any goods before ownership passes, they may do so only by way of bona fide sale in the ordinary course of business and they shall account to Oceania for the proceeds of any such sale.
8		Reservation of Property and Ownership
8.1		Notwithstanding the granting of credit, the passing or risk, the giving of possession or delivery to the Buyer ownership and property (including both legal and equitable title) in the Products shall be retained by Oceania and shall not pass to the Buyer until the purchase price and all other moneys owing to Oceania by the Buyer whatsoever (whether pursuant to these Trading Terms or otherwise and whether in respect of the particular Products or otherwise) have been paid in full. Until property in the Products has passed or the Products are resold (in either case in accordance with the restrictions contained in this clause) the Buyer shall hold the Products as the fiduciary agent and bailee of Oceania and shall ensure that the Products are kept separate and identifiable as the property of Oceania and shall exercise all reasonable care in the storage and handling of the Products.
8.2		Notwithstanding that the property in the Products is retained by Oceania, the Buyer is hereby authorized to sell the Products in the ordinary course of business and on normal and reasonable commercial terms (as between the Buyer and purchasers from the Buyer as principal and without any authority to bind or purport of bind Oceania, but as between Oceania and the Buyer as the fiduciary agent of Oceania) PROVIDED THAT such authority may be revoked by written notice from Oceania at any time whatsoever and shall be deemed automatically revoked if the Buyer is in breach of any of these Trading Terms.
8.3		Where the Products in respect of which property has not passed to the Buyer are sold by the Buyer pursuant to the authority granted by these Trading Terms, any book debt created upon sale so received by the Buyer shall be placed in a separate bank account and shall first be applied towards the satisfaction of all indebtedness of the Buyer to Oceania and thereafter shall be retained by the Buyer.
8.4		The Buyer shall inform its secured creditors and its substantial unsecured creditors of the terms upon which it buys the Products from Oceania and shall forthwith inform any trustee in bankruptcy or liquidator of the Buyer or any receiver of any or part of the Buyer’s assets of the rights of Oceania to the Products and the proceeds of sale or insurance thereof.
9		Personal Property Security Act 1999
9.1		Upon assenting to these terms and conditions the Buyer acknowledges and agrees that: These terms and conditions constitute a security agreement for the purposes of section 36 of the Personal Property Securities Act 1999 (“PPSA”); and A security interest is taken in all Goods previously supplied by the Oceania to the Buyer (if any) and all Goods that will be supplied in the future by the Oceania to the Buyer during the continuance of the parties relationship;
9.2		The Buyer undertakes to: Sign any further documents and/or provide any further information, such information to be complete accurate and up-to-date in all respects, which the Oceania may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register; Indemnify, and upon demand reimburse, Oceania for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby; Not register a financing change statement (in accordance with Regulation 9) or a change demand (in and/or any other change in the Buyer’s details (including but not limited to, changes in the Buyer’s address, facsimile number, or business practice); and Immediately advise Oceania of any material change in its business practice of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
9.3		Unless otherwise agreed to in writing by Oceania, the Buyer waives its right to receive a verification statement in accordance with section 48 of the PPSA.
10		Insurance
10.1		Until the property in the Products passes to the Buyer, the Buyer shall keep the Products insured in the names of Oceania and the Buyer for their respective rights and interest and will produce to Oceania upon demand such evidence as Oceania may require to confirm the existence of such insurance. If the Buyer defaults in the performance of its obligations under this clause, Oceania shall be entitled to insure the Products and the cost of effecting such insurance shall be payable by the Buyer to Oceania upon demand.
10.2		If any of the Products are damaged or destroyed prior to the property therein passing to the Buyer, Oceania shall be entitled, without prejudice to any of its other rights or remedies under the contract to received all insurance proceeds which are payable in respect thereof directly from the insurer (whether or not the purchase price of such Products has become payable under the contract) and the production of this contract by Oceania shall be sufficient evidence of Oceania right to receive payment of such insurance proceeds without the need for further enquiry by any person dealing with Oceania. Any such insurance proceeds shall be applied by Oceania as follows.
10.3		Any cost incurred by Oceania in collection of the Buyer’s overdue accounts is payable by the Buyer. Oceania reserves the right to charge 24% pa interest on overdue accounts. Firstly, in payment of the purchase price of the Products which are damaged or destroyed, if unpaid; Secondly, in payment of the outstanding purchase price of any other Products supplied to the Buyer by Oceania, whether under this contract or otherwise; Thirdly, in payment of any other sums payable to Oceania by the Buyer whether under this contract or otherwise; and thereafter any balance shall be paid to the Buyer.
11		Privacy Act
11.1		The Buyer authorises Oceania to collect, retain and use any information about the Buyer, for the purpose of assessing the Buyers creditworthiness or marketing any Goods and Services provided by Oceania to any other party.
11.2		The Buyer authorises Oceania to disclose any information obtained to any person for the purposes set out in clause 10.1.
11.3		Where the Buyer is a natural person the authorities under (clause 10.1 and 10.2) are authorities or consents for the purposes of the Privacy Act 1993.
12		General
12.1		If any provision of these terms and conditions shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
12.2		All Goods and Services supplied by Oceania are subjected to the laws of New Zealand and Oceania takes no responsibility for changes in the law which affects the Goods or Services supplied.
12.3		Oceania shall be under no liability whatever to the Buyer for any indirect loss and/or expenses (including loss of profit) suffered by the Buyer arising out of a breach by Oceania of these terms and conditions.
12.4		The Buyer shall not set off against the Price amounts due from Oceania.
12.5		Oceania reserves the right to review these terms and conditions at any time and from time to time. If, following any such review, there is to be any change in such terms and conditions, that change will take effect from the date on which Oceania notifies the Buyer of such change.
12.6		In the event of any breach of this contract by Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.