Furnware NZ Limited – Terms & Conditions of Sale

1. In these terms and conditions of sale, the words “FW” means Furnware NZ Limited and the “Customer” means the company or individual to whom the goods are being supplied.

2. The Customer acknowledges that where goods are being purchased for use in trade.

3. The Customer, its directors (where applicable), signing this contract or participating in the authorisation of any servant or agent to sign, agree to stand as surety and guarantor for all its debts arising under this agreement and to stand jointly and severally as principal debtor in the event of non-payment by the Customer.

4. The laws of New Zealand shall govern these conditions and any contract subject to these conditions.

5. No dispute between the parties shall be subject to arbitration but shall be subject to the laws of New Zealand, and resolved in the courts of the nominated State or Territory. Prior to litigation FW may appoint a mediator if it considers settlement by good faith negotiation is possible.

6. Nothing in these Terms excludes, restricts, or modifies the rights of a Customer under the Consumer Guarantees Act 1993 (CGA) and the Fair Trading Act 1986 (FTA) which cannot be excluded, restricted, or modified.

Payment

7. The contract price is to be paid in full as per the terms and conditions set out on the quote, sales order or invoice. However FW reserves the right to require payment in part or full, in cash either prior to manufacture commencing, or prior to dispatch and delivery. In the event that FW considers that the Customer is likely to be unable to meet its obligations, FW reserves the right to demand immediate payment of all amounts owing. The Customer may not deduct or withhold any amount (whether by way of set-off counterclaim or otherwise) from any money owing to FW.

8. FW shall be entitled to deliver and invoice by instalment and to withhold delivery of any instalment until all money due to FW has been paid. No remedial work will be undertaken until all outstanding monies due have been settled and agreements have been met.

9. In the event of non-payment, or of the Customer breaching any other of these conditions, the Customer will be liable to pay default interest at the rate of 2% per month or the maximum rate permitted by law, whichever is lesseron all overdue amounts, including all costs and expenses as referred to in Clause 9 hereof, with such interest continuing after judgment until full payment has been received.

10. In the event of a breach, non-payment or default as contemplated in Clause 8 hereof, the Customer will be liable to pay all of the actual costs of debt collection and/or of legal action incurred by FW on an indemnity basis.

11. FW reserves the right to decline extended or additional credit. Where extended or additional credit is provided FW shall be entitled to security thereon. Such security may be by way of Personal Property Securities Act 1999 (NZ) registration, security interest, personal guarantee or any other such security, or combination thereof, as it is reasonable in the circumstances to require.

12. The Customer consents to FW registering any security interest under the Personal Property Securities Act 1999 (NZ) (“PPSA”). The Customer agrees to execute all documents and provide all information necessary for FW to register and perfect its security interest.

13. FW may require directors’ or related party guarantees as a condition of credit. Such guarantees may be documented separately in writing.

14. FW may allocate all monies received from the Customer in any manner it determines, including any manner required to preserve any purchase money security interest created by these terms and conditions of sale.

Ownership

15. The parties intend that all goods supplied are chattels and shall remain the property of FW, as legal and equitable owner, until payment in full of all monies due from the Customer to FW. FW retains a non-possessory lien on all goods and any proceeds of sale of its goods in the Customer’s possession. The Customer grants FW an irrevocable right to enter upon their property, or any property owned or otherwise controlled by them, where the goods are held or may reasonably be thought to be held and re-take possession of the goods. FW may then resell the goods and retain the proceeds of sale. Any shortfall shall be a debt owed by the Customer to FW.

16. Prior to payment, the Customer shall hold all goods, tools and equipment, safe and ascertainable, in its possession upon trust for FW and keep the same properly insured.

17. The Customer acknowledges that these goods and conditions create a security interest in all present and after acquired goods, and holds any proceeds of the sale as security for all of the Customer’s obligations to FW and that FW may register a financing statement to perfect its security interest in the goods delivered, or to be delivered to the purchaser in accordance with the provisions of the PPSA 1999 (NZ).

18. The Customer shall provide all information, execute or arrange for execution of all documents, and do all other things that FW may require to ensure that it has a perfected first ranking security interest in the goods under the PPSA.

19. The Customer waives its right under s148 of the Personal Property Securities Act 1999 (NZ) to receive a copy of any verification statement confirming registration of a financing statement or financing change statement relating to the security interest created by these Terms. The Customer also agrees, to the extent permitted by s107 of the PPSA, to contract out of the rights under ss114(1)(a), 133, and 134 of the PPSA.

20. If the Customer changes or cancels an order before delivery and before production has commenced, FW may charge a cancellation or change fee. The Customer will also be responsible for any costs already incurred in preparing the order, including but not limited to materials, overheads, handling, or administration costs.

Delivery

21. Time shall in no case be of the essence. FW shall not be responsible for any delay in delivery and the Customer shall not be entitled to cancel orders because of any such delay. Dates for delivery are given in good faith and are not to be treated as a condition of sale or purchase. Delivery by FW to a carrier is deemed to be delivery to the Customer.

22. If the Customer makes any default or commits any act of bankruptcy or becomes insolvent FW may cancel any order to the extent that it is unfulfilled but without prejudice to its right to payment or otherwise in respect of goods and/or services already delivered. In the case of force majeure either party may cancel any undelivered portion if delay in delivery exceeds 60 days.

23. The Customer shall be responsible to arrange inspection of the goods upon delivery. Any and all claims for damaged or missing goods, which would be apparent at the time of delivery, shall be notified in writing within 48 hours of delivery. Failure to make any such claim(s) within the said 48 hour timeframe, shall and does thereby constitute a waiver of any and all loss or damage(s) sustained.

24. If the Customer is unable to accept delivery of the furniture upon or before the agreed date of delivery, as per the quote or sales order, additional storage charges will apply.

Returns & Restocking

25. Nothing in these Terms excludes, restricts, or modifies the rights of a Customer under the CGA/FTA. If goods are faulty, not of acceptable quality, not fit for purpose, or otherwise fail to comply with a consumer guarantee, the Customer is entitled to a remedy in accordance with the CGA/FTA.

26. Except where required by law, FW is not obliged to accept returns for change of mind. FW may, in its discretion, accept a return provided that the goods are unused, in original condition, and returned within 3 days of delivery. Approved change-of-mind returns may be subject to a restocking fee, plus freight and handling costs.

27. All returns require prior written authorisation from FW. Goods returned without approval may be refused or returned at the Customer’s expense.

Warranties & Liability

28. Except as required by the CGA/FTA, FW excludes all other warranties and conditions, whether express or implied. Where permitted, FW limits its liability to (at its option) replacement, repair, or resupply of goods, or payment of the cost of doing so.

29. To the maximum extent permitted by law, FW is not liable for any indirect or consequential loss, including lost profits or business interruption.

GST & Taxes

30. Unless otherwise stated, all prices are exclusive of GST. The Customer must pay GST at the prevailing rate (currently 15%) in addition to the price. GST has the meaning given in the Goods and Services Tax Act 1985 (NZ).

Force Majeure

31. FW will not be liable for any failure or delay in performance caused by events beyond its reasonable control, including strikes, lockouts, industrial action, shortages, pandemic, natural disaster, or transport delays.

Termination

32. FW may terminate this Agreement immediately if the Customer: (a) fails to pay any amount due; (b) breaches a material term of this Agreement and fails to remedy it within 14 days of notice; or (c) becomes insolvent, bankrupt, or subject to external administration.

Privacy

33. FW will handle personal information in accordance with the Privacy Act 2020 (NZ) and its Privacy Policy, available on request or via FW’s website.

General

34. These Terms constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements. No variation is effective unless in writing and signed by FW.

35. The Customer must not assign or transfer any of its rights or obligations without FW’s prior written consent.