Terms and Conditions

Dead Eggs Limited – Terms and Conditions (Terms)

Dead Eggs Limited (Dead Eggs, we or us) agrees to supply goods (the Goods) and services (the Services) to you, the Customer, in return for payment of the price for those Goods and Services subject to these Terms. Acceptance of delivery or receipt of any Goods or Services will (notwithstanding any statement to the contrary by you or your employees or agents) constitute acceptance of these Terms. If there is more than one of you, your liability is joint and several.

1 Price and Payment
1.1 All prices exclude GST, any other applicable taxes and duties and insurance/freight/delivery/handling charges not expressly included in the price. You agree to pay these items (as applicable) in addition to the price, whether they are imposed before or after your order.
1.2 Payment must be made in clear funds prior to delivery of your order unless we agree otherwise in writing. Payment in full is due on the 7th day after the date of our invoice unless we agree otherwise with you in writing in advance.
1.3 We can impose a credit limit on you (or refuse to allow you any credit) at any time, and alter it at our sole discretion, and may at any stage during the continuance of this Agreement request such security or additional security as we in our sole discretion think fit and may suspend, withhold supply of Goods or Services or credit arrangements until such security or additional security shall be obtained.
1.4 You must not withhold payment or make any deductions of any nature whether by way of set off (legal, equitable or otherwise), counterclaim or otherwise from any amount you owe us. Any default in payment shall make all money payable by you to us immediately due and we may withhold delivery of Goods and/or provision of Services until you provide payment of all money payable by you to us.

2 Delivery and Risk
2.1 Risk in Goods sold to you will pass to you on Delivery being the time the Goods are dispatched from our premises to you, whether the Goods are delivered to your address by us or uplifted from us by you or by a carrier arranged by you or us.
2.2 If any Goods are damaged or destroyed before property in them passes to you, we are entitled, without prejudice to our other rights or remedies (including the right to receive payment of the balance of the Price for the Goods), to receive all insurance proceeds payable in respect of the Goods whether or not the price has become payable under these Terms. The production of these Terms by us is sufficient evidence of our rights to receive the insurance proceeds without the need for any person dealing with us to make further enquiries.
2.3 Any date or time stated for dispatch is an estimate only and not a condition of sale.

3 Security Interest
3.1 Ownership of all Goods supplied to you by us will not pass on Delivery, but will remain with us until we have received full payment in clear funds of all moneys you owe us (whether relating to those or other Goods, the supply of Services or any other matter). We hold a Security Interest in all Goods supplied to you and the proceeds of any resale of the Goods for payment of those moneys.
3.2 Until all moneys due to us are paid, you agree to act as a fiduciary of us and to:
(2.a) Not sell, charge or part with possession of the Goods, otherwise than for their full value in the ordinary course of business;
(2.b) Not alter, obliterate, or deface the Goods nor alter, obliterate, deface, cover up, or remove any identity mark indicating that the Goods are our property.
(2.c) Store the Goods in such manner that they are clearly identifiable as our property and keep separate records of the Goods;
(2.d) Hold the proceeds of the resale of the Goods in trust for us, in a separate and identifiable manner.
3.3 At our request, you will promptly deliver, execute or do (or cause to be executed, delivered or done) any documents, contracts, agreements, deeds or other action that we may require from time to time to give effect to these Terms, including without limitation doing all such things as we may require to ensure that the Security Interest created under these Terms constitutes a perfected Security Interest over the Goods. This includes, but is not limited to, providing any information we request to complete a financing statement or a financing change statement for the Personal Property Securities Register.
3.4 Where you are in default, you agree to us entering your premises or any other place where the Goods are located, or where we reasonably believe that the Goods are located, and taking possession of and selling the Goods even if we do not have priority over other persons having a Security Interest in the Goods. Sections 108 and 120(1) of the Personal Property Securities Act 1999 (PPSA) do not apply to the extent that they are inconsistent with this clause.
3.5 You waive any right to receive a verification statement under the PPSA.
3.6 Nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms and Conditions. Your rights as a debtor in sections 116, 120(2), 121, 125-127, 129 and 131 of the PPSA shall not apply to these Terms and Conditions.
3.7 We may issue proceedings to recover payment for the Goods notwithstanding that ownership of the Goods may not have passed to you.

4 Intellectual Property
4.1 Where we have provided or developed any copyright works or other intellectual property to or for you (IP), we retain ownership of the IP and any intellectual property rights in the IP, but upon payment of any applicable license fees for the IP we will grant you a non-exclusive, non-transferable licence to use the IP with the Goods or Services supplied. Where we supply you with third party IP, you agree to use such third party IP strictly in terms of the licence under which it is supplied.

5 Exclusion of Warranties
5.1 If you are in trade and are acquiring the Goods for business purposes, the guarantees under the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply.
5.2 Unless you have rights under the Consumer Guarantees Act 1993 or other legislation, which cannot be excluded or limited, there are no warranties express or implied. This disclaimer includes implied warranties as to merchantability and fitness for a particular purpose.
5.3 Once you have paid us for the Goods, we will pass on to you the benefit of any manufacturer’s warranty that applies to the Goods, without being directly liable to you under any such warranty. The manufacturer will normally supply a warranty with the Goods which may or may not include free onsite support, or free labour, for part or whole of the warranty period. The faulty item may need to be returned to the manufacturer’s approved service centre at your cost.

6 Limitation of Liability
6.1 We are not liable to you for any loss or damage arising from delay or failure to perform our obligations due to any matter beyond our reasonable control nor any loss or damage caused or contributed to by you.
6.2 We and our employees and agents shall not be liable to you for any claim for breach of Contract (except as provided in clause 6.3 below) or Statute or breach of duty in Tort (including negligence) or for any claim in Equity or otherwise at law.
6.3 Your sole remedy against us shall be limited to breach of contract and the extent of any such liability shall be limited, at our option, to repair or replacement of the Goods, payment of the cost of repairing or replacing the particular defective Goods or acquiring equivalent Goods or refund of the price you paid for the particular defective Goods. If the breach relates to Services the extent of any such liability shall be limited, at our option, to supplying the Services again, payment of the cost of having the services supplied again, or refund of the price you paid for the particular defective Services. We will not, in any case, be liable for any other losses or damages whether general, exemplary, punitive, direct, indirect or consequential, including loss of business profits.
6.4 No action may be brought against us unless notice of such claim is given to us within one week of delivery of the Goods to us by you. We shall be released from all or any liability unless proceedings are brought in a Court of competent jurisdiction within one year of the date of delivery of the Goods.

7 Default
7.1 If you do not pay any monies owed to us (the unpaid monies) by the due date, we may charge penalty interest at a rate of 2% per calendar month calculated daily and capitalised monthly on the unpaid monies from the due date until payment in full is made (including after as well as before any Court judgment).
7.2 You indemnify us for and agree to pay, on demand, all costs we incur (including legal costs on a solicitor-client basis and debt collection costs) in the recovery or attempted recovery of unpaid moneys and/or the enforcement of these Terms or the Security Interest contained in these Terms.
8 Use of information
8.1 You agree that we may collect the information for the purpose of assessing your application for credit (if any such application), including checking your present and continued credit worthiness, if necessary, collecting any outstanding debt from you, arranging for future purchases of other products, setting up our client database and direct marketing activities (the purposes set out above). You consent to us disclosing the information, as well as any default in payment by you, to any credit or debt collection agency, and to any person/agency we appoint to collect any outstanding debt from you, if necessary, for the purposes set out above.
8.2 If information is provided to any credit or debt collection agency, they will hold that information on their systems and use it to provide their credit reporting service, including updating its credit reporting database and providing that information to other customers they have and you consent to that use and disclosure. We may request, and any person or organisation (including any credit or debt collection agencies) may provide, information about you to us, both now and in the future, for the purposes set out above and you consent to us seeking that information in the course of our business and disclosure of that information to us.
8.3 If you are an individual, you have the right under the Privacy Act 1993 to see and correct any personal information held by us or any agency about you.
8.4 You must notify us of any change in circumstances that may affect the accuracy of the information you provided to us. Your failure to provide the personal information sought, may result in our refusing to supply Goods or Services to you.

9 General Provisions
9.1 These Terms apply to all transactions we have with you. If there is any inconsistency between these Terms and any order submitted by you or any other arrangement with us, these Terms prevail unless otherwise agreed by us in writing.
9.2 If any provision of these Terms is held by any court to be illegal, void or unenforceable, that will not impair the enforceability of the remaining provisions.
9.3 These Terms are governed by, and shall be construed in accordance with, the laws of New Zealand. Both parties submit to the non-exclusive jurisdiction of the New Zealand Courts.
9.4 We may review and change these Terms at any time and from time to time.

Any such change will take effect from the date on which we notify you of the change. You consent to such future changes being made by updates on our website, and agree that such update shall constitute agreement by you to the amended terms.

BANK ACCOUNT DETAILS:

J H McMullan
15-3976-0142995-010