Terms and Conditions of Trade

 These terms and conditions of trade apply to all our Sale of Goods Contracts. Any order placed with Hand Jive Limited (Hand Jive) constitutes your agreement to be bound by these terms. Any additional or different terms you stipulate or state in any communication with Hand Jive are hereby objected to and will not bind Hand Jive unless Hand Jive agree in writing. No sales person, representative or agent is authorized by Hand Jive to, or contrary to these terms. In any event, receipt of goods by you (or another as you direct) upon delivery constitutes your agreement to be bound by these terms.

  1. PRICE AND PRICE VARIATION
    1. Prices quoted are excluding local applicable taxes and importation tariffs unless otherwise stated. Unless otherwise agreed in writing, the price of the goods will be the current price on the day of the invoicing of the goods. Prices are in US dollars. Prices do not include any delivery surcharges.
    2. Hand Jive shall be entitled to adjust any price quoted from time to time and the customer agrees to pay any such adjusted price. To take account of variations in the cost to Hand Jive of carrying out the whole or any part of the contract arising from any of the following:
      1. Delays in delivery of the goods as a result of instructions or lack of instructions from the customer, the customer’s failure or inability to fulfill the obligations under the contract or any action or inaction by the customer or other circumstances beyond Hand Jives control.
      2. Variation in the cost of Hand Jive acquiring the goods directly or indirectly, on account of changes in rates of freight and transport costs, insurance, customs duties, taxes, existing tariff classifications or nay variation in currency exchange rates.
      3. Variations in the cost of rates of all statutory, government or local government or governmental authority charges and obligations, or
      4. Any correction of errors or omissions on the part of Hand Jive or any of its representatives.

  2. GST
    1. All goods and services sold are subject to Goods and Services Tax unless GST exempt.

  3. PAYMENT
    1. Unless otherwise agreed, the purchase price shall be paid in full prior to the shipment of the goods. Payment will not be accepted by any means other than cash, cheque, direct credit or direct debit.
    2. If any account is in dispute, the undisputed portion of the account shall be payable in accordance with the normal terms of payment as provided in 3.1. Payment of the disputed portion may be withheld provided the matter is brought to Hand Jives attention immediately after it is discovered and a letter of explanation setting out the particulars of the dispute is sent to Hand Jive within seven days of the dispute arising.
    3. Hand Jive reserves the right to suspend delivery of further goods if the terms of payment are not strictly adhered to by the Customer.
    4. Interest may be charged on overdue accounts at such rate as may be charged by Hand Jive from time to time.
    5. Any expenses, costs or disbursements incurred by Hand Jive in recovering any outstanding monies including debt collection agency fees or solicitors costs shall be paid by the Customer.

  4. NEW ACCOUNT
    1. Use of this account shall constitute acceptance of these terms and conditions.
    2. The Customer shall not be liable for any indebtedness arising from the fraudulent use of the account provided that the Customer must on discovering the fraudulent use of the account immediately notify Hand Jive of such fraudulent use. The burden of proving such use was fraudulent shall lie with the customer.
    3. The Customer shall endeavor to return all goods acquired by fraudulent use

  5. DELIVERY
    1. Hand Jive shall deliver the goods to the address stated on the order or as agreed by Hand Jive in writing.
    2. Hand Jive shall deliver the goods by such carrier such form of transport Hand Jive considers to be appropriate.
    3. Where you specify the carrier and the means of carriage, Hand Jive shall deliver the goods in the way specified, the cost of such carriage being an additional charge to the invoiced price of the goods.
    4. Hand Jive will not be responsible for any part delivery or delay in delivery or delay in the delivery of goods as a result of events occurring beyond Hand Jives control. Hand Jive shall not be in any way responsible for any consequences (direct or indirect) arising from such delay or non delivery.

  6. PRIVACY ACT 1993
    1. The Customer authorizes Hand Jive to collect, retain, and use personal information about the Customer (including the information collected in this document) for the following purposes only:
      1. Assessing the Customers credit worthiness
      2. disclosing to a third party details of this application and any subsequent dealings it may have with Hand Jive for the purpose of recovering amounts payable by the Customer and providing credit references.
      3. Marketing goods and services provided by Hand Jive to the Customer.
    2. The Customer, if an individual, has a right of access to information about the Customer held by Hand Jive. The Customer may request correction of that information and may require that the request be stored with that information. Hand Jive may charge reasonable costs for providing access to that information.

  7. INTELLECTUAL PROPERTY
    1. Where Hand Jive has followed a design or instruction furnished by or given by the Customer, the Customer shall indemnify Hand Jive against all damages, penalties, costs and expenses of Hand Jive or in respect of which Hand Jive may become liable through any work done in accordance with these instructions involving an infringement of a patent, trademark, registered design or common law right.
    2. Should Hand Jive be required to match any shade or color, a light and dark tolerance shall be allowed to such an extent as shall be agreed by Hand Jive and the Customer at the time the standard color is specified and in the absence of any agreement a reasonable tolerance shall be allowed.
    3. Where the customer supplies a mould, die, tool, printing plate or any other item used in the manufacturing process, the Customer shall reimburse Hand Jive for all maintenance expenses. Hand Jive shall not be liable for any loss or damage to moulds, dies, tools or materials supplied by the customer to Hand Jive for the purpose of fulfilling any contract.
    4. Printing plates, stereos, film, artwork and all other equipment for specific use in manufacturing of the goods (other than those supplied by the Customer) remain the property of Hand Jive unless the cost thereof (including al development costs relating thereto) shall have been fully recovered by Hand Jive from the Customer in the costing of goods already paid for by the Customer.
    5. All information prepared by Hand Jive including, without limitation, customized pricing, proposals, electronic catalogues, details of improvements and cost reductions, is the intellectual property of Hand Jive and cannot be copied, altered or distributed without Hand Jives prior written consent. Hand Jive will not be liable for any alterations made by you.

  8. RETURN OF GOODS
    1. Hand Jive will not accept the return of goods for credit or any other purpose unless Hand Jive agrees to accept the return of the goods and advise the customer a return advise number prior to the return of goods. Return of goods will only be accepted for credit within 14 days of delivery, unless due to Hand Jives error. Return freight will be at Hand Jives cost only when there has been an error on Hand Jive’s part.
    2. No returned goods shall be accepted by Hand Jive (even if Hand Jive agree to do so) if they have been tampered with by you or any other person and are not as new, if they are goods expressly sold on a non return basis, or if they are not accompanied by the return advice number referred to in clause 8.1. Where goods are returned to Hand Jive but not accepted as above, they shall be returned to you at your expense.
    3. Receipt by Hand Jive or by any of our agents or representatives of any goods returned other than in accordance with clauses 8.1 and 8.2 shall not constitute Hand Jive’s acceptance of the return of the goods for credit or any other purpose.

  9. RISK
    1. Risk in the goods shall pass to you at the time when our obligations under the contract are deemed under clause 5 to be completed.

  10. PPSA SECURITY INTEREST
    1. The Customer grants to Hand Jive a Security Interest in the goods and their Proceeds to secure the obligation of the Customer to pay the purchase price of the goods and any other obligations of the Customer to Hand Jive under this contract (together “the indebtedness”) and, where the goods and/or Proceeds are not readily identifiable and/or traceable or their recoverable value is insufficient to pay the indebtedness, the security interest shall also extend to all the Customers present and after acquired office equipment , supplies and stationery, of which the goods form part, to the extent required to secure the indebtedness.
    2. As when required by Hand Jive the Customer shall, at its own expense, provide all reasonable assistance and relevant information to enable Hand Jive to register a Financing Statement or Financing Change Statement and generally obtain , maintain, register and enforce Hand Jives Security Interest in respect of the goods supplied , in accordance with the Personal Properties Securities Act 1999 (“PPSA”)
    3. The Customer shall not change its name without first notifying Hand Jive of the new name, not less than 7 days before the change takes effect.
    4. Notwithstanding any reference to a particular invoice/order, where any sum remains outstanding by the Customer on more than one invoice/order, any payments received from the Customer shall be deemed to be made by the customer and applied by Hand Jive in respect of each unpaid invoice/order on a pro rata basis PROVIDED THAT where Hand Jive applies payments in this manner it shall not charge interest on overdue balances that would have been cleared if the payments were not allocated pro rata.
    5. Until the Customer has paid all money owing to Hand Jive the Customer shall at times ensure that:
      1. the goods supplied by Hand Jive, while in the Customers possession, can be readily identified and distinguished:
        and/or
      2. all Proceeds (in whatever form) that the Customer receives from the sale of any goods are readily identifiable and traceable.
    6. Where the goods are purchased by the Customer as stock in trade for sale in the ordinary course of the Customers business, nothing in this clause shall prevent the customer from selling and delivering the goods in the ordinary course of the customer business. Otherwise, until the Customer has paid all money owing to Hand Jive, the Customer shall not sell or grant a Security Interest in the goods without written consent.
    7. The Parties agree to contract-out of the PPSA in accordance with Section 9.6 of the PPSA to the extent that Section 9.6 applies for the benefit to, and does not impose a burden on, Hand Jive. The Customer waives its right to receive a Verification Statement in respect of any Financing Statement or Financing Change Statement registered by or on behalf of Hand Jive in respect of the Security Interest created by these terms and conditions of trade.
    8. For the purpose of this clause words and phrases starting with a capital letter shall have the respective meanings given to them under, or in the context of, the PPSA.

  11. GUARANTEES
    1. Where the goods are of a kind ordinarily acquired for personal domestic or household use in accordance with the Consumer Guarantees Act 1993 and the Consumer Guarantees Act 1993 applies to this contract:
      1. if any of the goods fail to comply with any guarantee in the Consumer Guarantees Act, Hand Jive will repair or replace those goods.
      2. without excluding Hand Jives obligations under the Consumer Guarantees Act 1993, the Customer acknowledges that Hand Jive does not provide any Express Guarantees (as defined in the Act) other than those expressly confirmed by Hand Jive in writing.
      3. if the goods are acquired by the Customer for business purposes, the Customer agrees that the Consumer Guarantees Act 1993 does not apply.
      4. if the Customer supplies the goods in trade to a person acquiring them for business purposes, it must be a term of the Customers contract that the Consumer Guarantees Act 1993 does not apply in respect of the goods; and
      5. if the Customer supplies the goods to any person, the Customer must not give or make any undertaking assertion or representation in relation to the goods without Hand Jives prior approval in writing, and the Customers must give the person buying the goods such product information relating to the goods as Hand Jive requires, and the Customer aggress to indemnify Hand Jive against any liability or cost incurred by Hand Jive under the Consumer Guarantees Act 1993 as a result of any breach by the Customer of these obligations.
    2. The following terms apply whenever the Consumer Guarantees Act 1993 does not apply to this contract, or where the following terms are not inconsistent with the Consumer Guarantees Act 1993:
      1. Defective goods or goods which do not apply to the contract may at Hand Jives discretion be repaired or replaced, or the price refunded.
      2. Any right which the Customer may have to reject non- conforming or defective goods will only be effective if:
        1. the Customer notifies Hand Jive in writing within fourteen days following delivery and Hand Jive is given the opportunity to inspect the goods; and
        2. the goods are returned unused, re-saleable and/or in the condition the Customer received them.
      3. Hand Jive will not repair or replace, or refund the price of any goods for so long as the Customer is in default in relation to any amount owing.
      4. Hand Jive accepts no liability for any claim by the customer or any other person, including without limitation any claim arising from;
        1. Any conditions, warrantees, descriptions, representations, conditions as to fitness or suitability for any purpose, tolerance to any conditions, merchantability or otherwise, whether express or implied by law, trade custom or otherwise; or
        2. Any representations, warrantees, conditions or agreement made by any agent or representative which are not expressly confirmed by Hand Jive in writing; or
        3. Any services forming part of the supply of the good which have been performed by any third party; And the customer agrees to indemnify Hand Jive against any such claim.
      5. In any event, Hand Jives liability under any claim shall not exceed the price of the goods. 11.3 Noting in these terms is intended to have the effect of contracting out of the provisions of the Consumer Guarantees Act 1993 except to the extent permitted by that Act, and these terms are to be modified to the extent necessary to give effect to that intention.
    3. Noting in these terms is intended to have the effect of contracting out of the provisions of the Consumer Guarantees Act 1993 except to the extent permitted by that Act, and these terms are to be modified to the extent necessary to give effect to that intention.

  12. CUSTOMER’S LIABILITY & DEFAULT
    1. If the Customer shall:
      1. fail to make any payment due under the contract or commit any other breach of any of the Customers obligations under the contract; or
      2. suffer execution under any judgment; or
      3. commit an act of bankruptcy; or
      4. make any composition or arrangement with any creditor; or
      5. being a company, pass a resolution for winding up or have a receiver appointed over any of its property or have a winding up petition presented against it, Hand Jive (in addition to any other remedies hereby or by statute conferred) may treat the contract as terminated and any part of the purchase price then unpaid, together with any monies owing hereunder, whether or not due under the terms of the contract shall forthwith become due and payable. Any such termination shall be without prejudice to any claim or right Hand Jive may otherwise possess.

  13. VARIATIONS TO TERMS AND CONDITIONS OF TRADE
    1. Hand Jive may from time to time and in its sole discretion amend, add to or delete any of the terms and conditions of trade with immediate effect by giving notice to the Customer PROVIDED THAT Hand Jive shall not make any variation to the nature or extent of the Security Interest granted by the Customer in clause 10.1 without the written agreement of the customer. Hand Jive may notify the Customer by delivering to the Customer an invoice with a notice of amendment and receipt of the invoice by the Customer will be deemed to be acceptance by the Customer of the terms and conditions of trade.

  14. GOVERNING LAW
    1. These terms of trade are governed by the laws of New Zealand.
    2. Hand Jive and the Customer shall submit to the non-exclusive jurisdiction of the courts of New Zealand in respect of any dispute or proceeding arising out of these terms and conditions of trade.
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