Business Name: Optica Life Accessories Limited
DEFINITIONS In these terms:
“Optica” means “OPTICA LIFE ACCESSORIES LIMITED”, its successors and assigns. “Customer” means the person, firm or company which has offered to purchase goods from Optica or to whom Optica has offered to sell the goods. An “Event of Default” means an event where:
• the Customer fails to comply with the terms of this contract with the Optica or any related company of Optica; or
• the Customer commits an act of bankruptcy; or
• the Customer enters into any composition or arrangement with its creditors; or
• if the Customer is a company;
– the Customer does anything which would make it liable to be liquidated; or
– a resolution is passed or proceedings commended for the Customer to be liquidated;
– a receiver or statutory or official manager is appointed over all or any of Customer’s assets; or
– the ownership or effective control of the Customer is transferred without the written consent of Optica.
Orders should be placed in accordance with Optica’s procedures as advised from time to time. Receipt of any order from the Customer will be deemed to be acceptance by the Customer of these Terms of Trade, despite anything to the contrary in the Customer’s order. Orders are irrevocable. Optica will use its best endeavours to fulfill orders which have been confirmed by Optica, but shall not be liable for any failure to deliver or delay in delivery. Delivery of 10% more or less than the quantity of goods ordered by the Customer shall constitute performance of any contract, the amount under or over supplied to be deducted or charged for pro-rata. The unit price charged for deliveries of less than the amount ordered will be the quoted unit price for the number ordered, not the number delivered.
FREIGHT & PRICING
All prices are in New Zealand Dollars (NZ$) and are exclusive of GST, Government charges and freight, which will be charged on all invoices in accordance with the relevant legislation at the time of supply. New origination charges are extra. If no quotation is given then Optica’s current price at the time of order will be payable. Optica reserves its right to modify its prices at any time, but undertakes that the prices applied will be those in effect at the time of the order, except in cases of typographical errors. In the event that an Optica product is mistakenly listed at an incorrect price, Optica reserves the right to refuse or cancel any orders placed for products listed at the incorrect price, whether or not the order has been confirmed and payment made. If a credit card has already been charged for the purchase and the order is cancelled, Optica shall issue a credit to the credit card account in the amount of the incorrect price. All goods shipped will include freight charges relative to the cost of freighting the order from Optica to the Customer. Freight charges may vary or be included in the price of the goods dependent on the Customer and the terms of trade they have with Optica.
DELIVERY TERMS AND CONDITIONS
Optica Life Accessories Limited sells its products out of their Christchurch warehouse, with the transportation costs and risks being borne by the purchaser. Products will be delivered at the delivery address indicated by the Customer as part of the order filling. Shipment times will vary depending on the Customer’s location and the mode of shipment selected by the Customer. Any shipment times indicated are averages only. Duties may be levied on the purchaser by the customs authorities of the country of delivery. If the packaging is damaged, torn or opened at the time of delivery, please check the condition of the products. If they have been damaged, the Customer must refuse delivery or make an ad hoc reservation on the delivery confirmation slip (delivery refused: opened or damaged). Additionally, the Customer should check that the packaged delivered corresponds to the purchase order before signing the delivery confirmation slip. The Customer should make handwritten signed reservations if there are anomalies (damaged product, …). This check will be deemed satisfactory, if the purchaser or a person authorized by the purchaser has signed the delivery confirmation slip.
For all sales on credit, payment is due on the 20th day of the month following the date of invoice (“the due date”). In the event that an account is not paid in full by the due date interest will be payable on the overdue amount calculated at 2% per month from the due date to the date the account is paid in full. The Customer will be liable for any debt collection costs and any legal costs incurred in conjunction therewith. Optica retains the right to withhold deliveries while any account is overdue. Any discounted prices quoted by Optica apply only in the event that payment is made on or prior to the due date. In respect of payments made after their due date, the full price will be payable together with interest and any costs thereon. In the event that the Customer fails to make a payment by its due date, then all amounts owing by that Customer shall become due and owing. Any payments made by a Customer in reduction of overdue amounts shall be applied first to interest and debt collection and legal costs incurred. If the Customer is paying a credit account by credit card, the payment may incur a transaction fee of 3.5% on the Gross total of the amount owing as well as any foreign currency bank service charges.
EVENT OF DEFAULT
Optica’s obligation to fill any order made by the Customer may cease, at Optica’s election, on the occurrence of an Event of Default occurs, provided however that Optica must notify the Customer promptly and in writing if it intends not to fulfill and order on the basis of the occurrence of an Event of Default.
In the case of the supply of goods or services to which the Consumer Guarantees Act 1996 applies, Optica gives the warranties set out in that Act, provided however that Optica will not be liable for any consequential or indirect loss. In all other cases, Optica gives no warranties as to goods or services supplied. Any claim under these warranties must be made as soon as the Customer becomes aware of the defect.
If a product delivered is found to be defective or incorrect, the Customer must notify Optica within five working days. No credit or refund will be issued before the return of the product found to be defective, and without prior notification to Optica and authorisation.
TRADE MARKS, PATENT AND COPYRIGHT
If Optica utilises any designs, trademarks or other intellectual property supplied by the Customer the Customer warrants that the use of and the manufacture and supply of goods in accordance with or using such designs, trademarks or other intellectual property will not infringe the intellectual property of any third party. The Customer indemnifies Optica against any loss, damage, costs or expense suffered by Optica as a result of the use or manufacture and supply of goods bearing any designs, trademarks or other intellectual property being found to have breached a third party’s intellectual property rights.
We attempt to be as accurate as possible. However, we do not warrant that product descriptions or other content is accurate, complete, reliable, and current or error free. As such, we reserve the right to correct any incorrect information, including pricing errors, even after the transaction has been completed. If the items the Customer has ordered are not in stock we will contact the Customer to see if they would like us to back-order the items. We shall not charge for any goods that we cannot supply for any reason. However, we will not be responsible for any damage or losses that the Customer may suffer if we fail to supply goods.
Any technical information, knowledge or processing methods at any time transmitted either orally or in writing by Optica to the Customer, which is, by its nature, reasonably intended to be confidential, shall be kept confidential by the Customer and the Customer will not use such information or deal with it in any way without Optica’s prior consent.
If Optica fails to exercise any right or remedy available to it under these Terms of Trade, such failure shall not constitute a waiver of Optica’s rights.
These Terms of Trade shall be governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.
Where the Customer applies and/or is provided with a credit facility by Optica, the Customer specially agrees and acknowledges with Optica as follows: That Optica hereby informs me that they may disclose to a credit reporting agency certain personal information about me including: information contained in this application, my identification, the amount of credit applied for, payments which may become more than 60 days overdue, advice that payments are no longer overdue, a serious infringement which Optica believes I have committed. That Optica in assessing this application and any later request for a credit limit increase may obtain from a credit reporting agency a credit report containing personal credit information about me, and a credit report containing information about my commercial activities or commercial credit worthiness. Optica may give to and obtain from any third party, information about my personal or commercial credit arrangements including information about my credit worthiness, credit standing, credit history, or credit capacity for the particular purpose for which the information is required.
PERSONAL PROPERTY SECURITIES ACT 1999
(the “PPSA”) The Customer grants to Optica a security interest in all present and after acquired goods supplied from time to time by the Optica to the Customer and in the proceeds thereof as security for all amounts payable by the Customer to Optica. The Customer:
• Must upon request, promptly give Optica all assistance and information (which the Customer warrants is complete, accurate and up to date in all respects) as is necessary to register a financing statement and to meet all other requirements under the PPSA.
• Must not register a financing change statement or change demands in respect of the security interest created by these Terms of Trade.
• Must give Optica not less than 14 days prior written notice of any change or proposed change in the Customer’s name, or any other details including, but not limiting to, changes in the Customer’s name, address, trade name, type of business or contact person or facsimile number.
• Agrees that Sections 114(a), 1117(1)(c), 133 and 134 of the PPSA will not apply to the enforcement by Optica of any security interest created or provided for by these Terms of Trade. The Customer waives any rights the Customer may have under sections 116, 119, 120(2), 121, 125, 126, 127, 129 and 131 of the PPSA.
• Waives its right to receive a verification statement for any financing statement or any financing change statement under Section 148 of the PPSA. Will ensure that it is always able to identify goods supplied by Optica from other goods in its possession and the particular goods to which an invoice relates.
• Where there are any amounts owing by the Customer to Optica, at Optica’s request, promptly provide a written inventory of any dealings with goods provided by Optica, including details of those goods that have:
– Been sold by the Customer
– Become an accession; or
– Been so manufactured, processed, assembled or commingled that their identity has been lost
If the Customer fails to comply with the provisions of these Terms of Trade, or any other agreement it may have with Optica, Optica or its agent may exercise all and any remedies afforded to a secured party by Part 9 of the PPSA and enter into any buildings or premises owned or occupied by the Customer to search for, and re-take possession of, the goods in question. The Customer will not grant a security interest to be created or registered over the goods supplied to it by Optica in priority to Optica’s security interest.
PERSONALISED PRODUCT TERMS AND CONDITIONS
PRINTING CHARGES No printing charges apply unless otherwise specified within written material.
– A new artwork setup fee of $120.00 + GST will be charged for every new item that requires artwork creation.
– Changes to existing artwork is charged at $80.00 + GST per item per revision set.
– There’s no charge applied to reorders that do not require artwork changes.
– Buying group artwork charge discounts available.
– The Customer is allowed three sets of revisions to their project. Any authors corrections or amendments outside of the nominated three sets of revisions, are charged at a rate of $80.00 + GST per amendment.
– Optica Life Accessories Limited makes every effort to deliver concepts to suit the Customer’s brief. If the Customer is not happy with the concepts provided by Optica Life Accessories Limited, and the amends do not fall within minor ‘revisions’ to the project, the Customer can pay for further concepts to be developed or choose not to proceed and pay for ‘work to date’.
– All artwork is to be approved by PDF format before production.
– Whilst all care is taken by Optica Life Accessories Limited, Optica Life Accessories Limited is not responsible for any spelling, grammatical, numerical errors or omissions after final approval. Even if these errors are from Optica Life Accessories Limited, it is the Customer’s responsibility to proof read and check thoroughly their projects to identify any errors prior to approval. The Customer is fully responsible for reprint and productions costs should they decide to print again. Optica Life Accessories Limited will issue no refunds.
– The Customer assumes full copyright and reproduction rights upon full payment of a completed project.
– Optica Life Accessories Limited retains personal rights to use completed projects and concept artwork for the purpose of marketing Optica Life Accessories Limited.
– Optica Life Accessories Limited is not responsible for increases in material prices by third party services (e.g. printers, manufactures, suppliers) where the increases are beyond our control.
– The 2 year limited warranty covers manufacturing faults only.
– Optica Life Accessories Limited reserves the right to change pricing without notice.
– Freight charge applies to all orders, unless otherwise specified.
CANCELLATIONS AND INCOMPLETE PROJECTS
– Payment of $120.00 + GST is required for any artwork, that has been terminated on the Customer’s request at any stage of development, prior to completion.
– In the event of a project cancellation, Optica Life Accessories Limited retains ownership of all copyright and original artwork. Any concepts, designs or ideas not chosen by the Customer remain the property of Optica Life Accessories Limited and may be offered to other Customers.
PREMIER CASE ORDERS
– A minimum order quantity of 500 cases applies.
– Optica Life Accessories Limited is not responsible for shortages in material supplies which can delay an order.
– For New Zealand and Australia premier case orders a 30% deposit is required upon order confirmation with the final balance payable 30 days from invoice.