Furnware NZ Limited – Rest of World Terms & Conditions of Sale
1. Definitions
In these terms and conditions of sale, “FW” means Furnware NZ Limited and the “Customer” means the company or individual to whom the goods are supplied.
2. Governing Law & Dispute Resolution
These Terms are governed by the laws of New Zealand. Any dispute may be resolved by the New Zealand courts, or at FW’s option, by arbitration in New Zealand under the rules of the New Zealand International Arbitration Centre (NZIAC).
3. Consumer Guarantees & Local Laws
The Consumer Guarantees Act 1993 and Fair Trading Act 1986 do not apply to goods supplied outside New Zealand. The Customer acknowledges it is acquiring goods for business use and not for personal, domestic, or household use. The Customer is responsible for ensuring compliance with any local laws in the country of delivery or use.
4. Payment
Prices are stated in NZD (or such other currency as specified by FW in writing). Payment terms are as specified on the invoice. FW may require full prepayment prior to manufacture or shipment. The Customer is responsible for all bank charges, wire transfer fees, correspondent bank fees, currency conversion costs, and withholding taxes. The Customer must not withhold or set off any amounts. Interest accrues on overdue amounts at 2% per month, or the maximum permitted by law. All costs of debt collection or legal action to recover monies owed are payable by the Customer on an indemnity basis.
5. Delivery, Risk & Incoterms
Delivery will be made in accordance with Incoterms 2020 as specified in FW’s quote or invoice (e.g. FOB Napier, CIF Singapore, DAP Dubai). Risk passes to the Customer in accordance with the agreed Incoterm. FW’s responsibility ends at the Incoterm handover point. The Customer is responsible for customs clearance, import permits, demurrage, port storage, and all local handling charges after arrival.
6. Ownership & Security
Title to goods remains with FW until full payment is received. FW retains a security interest in all goods supplied and may register a financing statement under the Personal Property Securities Act 1999 (NZ). The Customer waives the right to receive a verification statement under s148 PPSA and agrees, to the extent permitted by s107 PPSA, to contract out of rights under ss114(1)(a), 133, and 134.
7. Taxes, Duties & Export Controls
Unless otherwise stated, prices are exclusive of GST, VAT, customs duties, tariffs, and other taxes. No New Zealand GST applies to exports where the goods are supplied for delivery outside NZ. The Customer is responsible for all import duties, local taxes, and customs clearance in the destination country. FW’s supply of goods is subject to compliance with New Zealand export control laws and applicable international sanctions. FW may cancel or suspend any order if supplying the goods would breach such laws or sanctions.
8. Returns & Restocking
Except as required by law, FW is not obliged to accept returns for change of mind. FW may, at its discretion, accept a return if goods are unused, in original condition, and returned within 14 days of delivery, subject to restocking and freight charges. All returns require FW’s prior written authorisation.
9. Intellectual Property & Branding
All intellectual property rights in FW’s designs, trademarks, branding, drawings, and specifications remain the property of FW. The Customer must not copy, reproduce, modify, or use FW’s intellectual property without FW’s prior written consent. Goods must not be resold under any name other than FW’s brands unless expressly authorised in writing by FW.
10. Warranties & Liability
FW warrants that its goods will be free from defects in materials and workmanship as follows:
· Standard furniture products: 10 years from the date of delivery.
· Soft furnishings (including upholstery, fabrics, foams, and cushions): 3 years from the date of delivery.
This warranty does not cover normal wear and tear, misuse, neglect, unauthorised alterations, or failure to follow FW’s care and maintenance instructions.
FW’s liability under this warranty is limited, at its option, to repair, replacement, resupply, or refund of the goods. To the maximum extent permitted by law, FW is not liable for indirect or consequential losses, including loss of profit, business interruption, or loss of opportunity. FW’s total liability arising out of or in connection with the supply of goods shall not exceed the price paid for the goods giving rise to the claim.
11. Force Majeure
FW will not be liable for delays or failure to perform due to events beyond its reasonable control, including strikes, shortages, pandemics, epidemics, government restrictions, sanctions, transport disruption, port congestion, or natural disasters.
12. Termination
FW may terminate this agreement immediately if the Customer: (a) fails to pay any amounts due; (b) breaches a material term and does not remedy it within 14 days of notice; (c) becomes insolvent, bankrupt, or subject to liquidation/receivership; (d) fails to obtain necessary import/export permits; or (e) engages in conduct that may damage FW’s reputation.
13. Privacy & Data Protection
FW will handle personal information in accordance with the Privacy Act 2020 (NZ). Where applicable, FW will comply with international data protection laws such as the EU GDPR or equivalent regimes in the Customer’s jurisdiction.
14. General
These Terms constitute the entire agreement between FW and the Customer. No variation is effective unless in writing and signed by FW. The Customer may not assign rights or obligations without FW’s prior written consent.