1.1 “OSIM New Zealand” shall mean CCL Lifestyle Limited trading as OSIM New Zealand, or any agents or employees thereof.
1.2 “Client” shall mean the Client, any person acting on behalf of and with the authority of the Client, or any person purchasing Products from OSIM New Zealand.
1.3 “Products” shall mean:
1.3.1 all Products of the general description specified on the front of this agreement and supplied by OSIM New Zealand to the Client; and
1.3.2 all Products supplied by OSIM New Zealand to the Client; and
1.3.3 all inventory of the Client that is supplied by OSIM New Zealand; and
1.3.4 all Products supplied by OSIM New Zealand and further identified in any invoice issued by OSIM New Zealand to the Client, which invoices are deemed to be incorporated into and form part of this agreement; and
1.3.5 all Products that are marked as having been supplied by OSIM New Zealand or that are stored by the Client in a manner that enables them to be identified as having been supplied by OSIM New Zealand; and
1.3.6 all of the Client’s present and after-acquired Products that OSIM New Zealand has performed work on or to or in which goods or materials supplied or financed by OSIM New Zealand have been attached or incorporated.
1.3.7 The above descriptions may overlap but each is independent of and does not limit the others.
1.4 “Products” shall mean all products, goods, services and advice provided by OSIM New Zealand to the Client and shall include without limitation the supply and repair of massage chairs and associated products and all charges for time and attendances, hire charges, insurance charges, or any fee or charge associated with the supply of Products by OSIM New Zealand to the Client.
1.5 “Price” shall mean the cost of the Products as agreed between OSIM New Zealand and the Client and includes all disbursements eg charges OSIM New Zealand pay to others on the Client's behalf subject to clause 4 of this contract.2. ACCEPTANCE
2.1 Any instructions received by OSIM New Zealand from the Client for the supply of Products shall constitute a binding contract and acceptance of the terms and conditions contained herein.3. COLLECTION AND USE OF INFORMATION
3.1 The Client authorises OSIM New Zealand to collect, retain and use any information about the Client, for the purpose of assessing the Client’s credit worthiness, enforcing any rights under this contract, or marketing any Products provided by OSIM New Zealand to any other party.
3.2 The Client authorises OSIM New Zealand to disclose any information obtained to any person for the purposes set out in clause 3.1.
3.3 Where the Client is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.4. PRICE
4.1 Where no price is stated in writing or agreed to orally the Products shall be deemed to be sold at the current amount as such Products are sold by OSIM New Zealand at the time of the contract.
4.2 The price may be increased by the amount of any reasonable increase in the cost of supply of the Products that is beyond the control of OSIM New Zealand between the date of the contract and delivery of the Products.5. PAYMENT
5.1 Unless the purchase of the products are subject to a financing agreement, payment for products shall be made in full upon purchase ("the due date").
5.2 Where these terms and conditions are at variance with any finance agreement between OSIM New Zealand and the Client, then the terms and conditions of the finance agreement shall prevail.
5.3 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
5.4 Any expenses, disbursements and legal costs incurred by OSIM New Zealand in the enforcement of any rights contained in this contract shall be paid by the Client, including any reasonable legal costs or debt collection agency fees.
5.5 A non refundable deposit may be required.6. QUOTATION
6.1 Where a quotation is given by OSIM New Zealand for Products:
6.1.1 Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
6.1.2 The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary;
6.1.3 OSIM New Zealand reserve the right to alter the quotation because of circumstances beyond its control.
6.2 Where Products are required in addition to the quotation, the Client agrees to pay for the additional cost of such Products.7. RISK
7.1 The Products remain at OSIM New Zealand’s risk until delivery to the Client.
7.2 Delivery of Products shall be deemed complete when OSIM New Zealand gives possession of the Products to the Client (including leaving the Products outside the Client’s door if the Client is not available to take physical possession of the Products) or possession of the Products is given to a carrier, courier, or other bailee for purposes of transmission to the Client.8. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
8.1 Title in any Products supplied by OSIM New Zealand passes to the Client only when the Client has made payment in full for all Products provided by OSIM New Zealand to the Client on any account whatsoever.
8.2 Until all sums due to OSIM New Zealand by the Client, on any account whatsoever, have been paid in ful by the Client, it is agreed that OSIM New Zealand has a security interest in all Products.
8.3 The Client gives irrevocable authority to OSIM New Zealand to enter any premises occupied by the Client or on which Products are situated at any reasonable time after default by the Client or before default if OSIM New Zealand believes a default is likely and to remove and repossess any Products supplied. OSIM New Zealand shall not be liable for any costs, damages, expenses or losses incurred by the Client or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. OSIM New Zealand may either resell any repossessed Products and credit the Client’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Products and credit the Client’s account with the invoice value thereof less such sum as OSIM New Zealand reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
8.4 Where Products are retained by OSIM New Zealand pursuant to clause 8.3 the Client waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under s.121 of the PPSA.
8.5 If the Credit (Repossessio) Act 1997 applies to any transaction between the Client and OSIM New Zealand, the Client has the rights provided in that Act despite anything contained in these terms and conditions of trade.9. LIABILITY
9.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon OSIM New Zealand which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on OSIM New Zealand, OSIM New Zealand’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
9.2 Except as otherwise provided by clause 9.1 OSIM New Zealand shall not be liable for:
9.2.1 Any loss or damage of any kind whatsoever, arising from the supply of Products by OSIM New Zealand to the Client, including consequential loss whether suffered or incurred by the Client or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Products provided by OSIM New Zealand to the Client; and
9.2.2 The Client shall indemnify OSIM New Zealand against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of OSIM New Zealand or otherwise, brought by any person in connection with any matter, act, omission, or error by OSIM New Zealand its agents or employees in connection with the Products.
9.2.3 If contrary to the disclaimer of liability contained in these terms and conditions of trade OSIM New Zealand is deemed liable to the Client, following and arising from the supply of Products by OSIM New Zealand to the Client, then such liability is limited in its aggregate to $500.10. WARRANTY
10.1 Manufacturer’s warranty applies where applicable.
10.2 Any written warranty that OSIM New Zealand provide to the Client will also form part of these terms and conditions of trade.11. CONSUMER GUARANTEES ACT 1993
11.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Client acquires Products from OSIM New Zealand for the purposes of a business in terms of section 2 and 43 of that Act.12. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
12.1 If the Client is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for OSIM New Zealand agreeing to supply Products and grant credit to the Client at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to OSIM New Zealand the payment of any and all monies now or hereafter owed by the Client to OSIM New Zealand and indemnify OSIM New Zealand against non-payment by the Client. Any personal liability of a signatory hereto shall not exclude the Client in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and Client shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.13. MISCELLANEOUS
13.1 OSIM New Zealand shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
13.2 Failure by OSIM New Zealand to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations OSIM New Zealand has under this contract.
13.3 If any provision of this contract 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.