Terms and Conditions

Yaw NZ Ltd (Trading as Yaw Hygiene) - Trading Terms and Conditions

1) DEFINITIONS

1.1 “Supplier” means Yaw NZ Ltd (t/a Yaw Hygiene) and any duly authorised agent.
1.2 “Customer” means the purchaser of the Goods from the Supplier, including the person, authorised agent, or legal entity.
1.3 “Goods” means those products supplied by the Supplier to the Customer.

2) SUPPLY

2.1 The Goods will be supplied to the Customer under these terms and conditions.
2.2 Any instructions received by the Supplier from the Customer constitute acceptance of these terms and conditions.
2.3 No agent or representative of the Supplier is permitted to make any agreement, representation, condition, or warranty not expressly confirmed by the Supplier in writing. This condition is inserted for the sole benefit of the Supplier and may be waived by the Supplier at its discretion.
2.4 The Supplier will not be bound by any conditions expressed in the Customer’s order unless the Supplier expressly accepts such conditions in writing.

3) PRICE

3.1 The prices charged are those applicable at the date of dispatch and are subject to change without notice.
3.2 All prices quoted, unless otherwise stated, are exclusive of GST, freight, and insurance.

4) PAYMENT

4.1 Payment must be made according to these terms and conditions, whether or not the Goods have been delivered. This contract cannot be cancelled except where allowed by law.
4.2 Payment on credit accounts is due in full by the 20th of the month following the invoice date. Failure to pay constitutes a default.
4.3 In the event of default, the Supplier reserves its right to:
4.3.1 Impose interest at 2% per calendar month (or the maximum rate permitted by law, whichever is lesser) on any overdue payment;
4.3.2 Cancel the Customer’s credit and require cash payment for any order at its discretion;
4.3.3 Exercise its rights under Clause 7.2; and
4.3.4 Recover all overdue sums, including legal costs (on a solicitor/client basis), court costs, and collection costs incurred in recovering payment.

5) DESCRIPTION

5.1 The Customer shall rely on its own judgment regarding the nature, quality, and condition of the Goods and their suitability for any purpose, not upon any representation made by the Supplier.
5.2 An inspection of a sample of the Goods shall not constitute a sale by sample.

6) RISK AND DELIVERY

6.1 The Goods remain at the Supplier’s risk until delivery to the Customer. Once title passes to the Customer, the Goods are at the Customer’s risk, whether or not delivery is complete.
6.2 Delivery is deemed complete when the Supplier gives possession of the Goods to the Customer or a carrier.
6.3 The Supplier shall not be liable for any loss caused by delivery delays or failure to deliver.

7) RETENTION OF TITLE

7.1 Title to the Goods passes to the Customer only after full payment.
7.2 The Supplier may enter premises occupied by the Customer to reclaim unpaid Goods. The Supplier shall not be liable for damages, costs, or losses incurred during this process.

8) RETURN OF GOODS

8.1 The Customer may return Goods for credit if:
8.1.1 The Goods are returned within seven (7) days of delivery;
8.1.2 The Customer bears the cost of return;
8.1.3 The Goods are in their original condition/packaging and
8.1.4 The Goods are accompanied by the original packing slip.
8.2 The Supplier has sole discretion to approve or deny credits for returned Goods.

9) LIMITATION OF LIABILITY

9.1 The Supplier is not liable for indirect or consequential loss, including loss of profits, arising from a breach of these terms or tort.
9.2 Where liability is established, it is limited to the lesser of the actual loss or the price of the Goods.

10) ENFORCEABILITY

10.1 Each provision is severable. If a provision is held illegal or unenforceable, the remainder shall remain in effect.

11) PERSONAL PROPERTY SECURITIES ACT 1999 (PPSA)

11.1 The Customer grants the Supplier a security interest in the Goods and authorises the Supplier to register its interest on the Personal Property Securities Register (PPSR).
11.2 To the extent that Part 9 of the PPSA applies, the Customer agrees that sections 114(1)(a), 116, 120(2), 121, 125, 126, 127, 129, 131, 133, and 134 shall not apply.
11.3 The Customer waives its right to receive verification statements under section 148 of the PPSA.

12) ASSIGNMENT

12.1 The Customer shall not assign any rights or obligations without the Supplier’s written consent.

13) CANCELLATION

13.1 The Supplier may cancel delivery of Goods by written notice without liability.
13.2 The Customer may cancel only at the Supplier’s discretion and shall bear associated costs.

14) CONSUMER GUARANTEES ACT 1993 (CGA)

14.1 If the Customer acquires Goods for the purposes of trade, the CGA does not apply. For other transactions, the CGA applies unless expressly excluded by law.

15) GOVERNING LAW

15.1 These terms are governed by New Zealand law. Disputes shall first be submitted to mediation or arbitration in accordance with New Zealand Dispute Resolution Centre rules before litigation, except where urgent legal action is necessary.

16) PRIVACY ACT 2020

16.1 The Customer authorises the Supplier to collect, use, and disclose personal information in compliance with the Privacy Act 2020.
16.2 The Supplier will comply with the Information Privacy Principles (IPPs) in handling personal information.

17) MISCELLANEOUS

17.1 The Customer may not claim counter-claims or set-offs against payments due.
17.2 The Supplier may license or subcontract any part of its rights and obligations without consent.
17.3 The Supplier reserves the right to review and amend these terms by written notice to the Customer.

18) FORCE MAJEURE

18.1 The Supplier shall not be liable for failure to perform obligations due to events beyond its reasonable control, including natural disasters, government actions, strikes, or other force majeure events.