Terms of service
Ora Apparel - Terms of Trade
|
Terms |
Ora Apparel is a division of Bay of Plenty Rugby Union Incorporated. We supply a range of team uniforms, sportswear, supporters kit and merchandise for sports teams, clubs and others (Products). These Terms apply to the supply of all Products by us, Ora Apparel, to you, the Customer, and prevail over any other terms and conditions (eg other terms on your purchase order). |
|
Pricing |
The Prices shall be as set out in our Quote. If no Quote applies, the Prices shall be as set out in our current price list (which is available on request and may be updated without notice from time to time, including to account for changes to terms and prices from our suppliers). If particular Products do not appear on a current price list, the Prices shall be as set out in our invoice to you. Unless stated otherwise, Prices are quoted on a “plus GST, if any” basis which is payable by you in addition to the Prices. Additional costs (such as freight) will be as set out or provided for in the relevant Quote or price list. |
|
Quotes & Ordering |
If we provide you a Quote, the Prices shall be those stated in the Quote, and our agreement with you shall include any specific terms set out in that Quote (which shall prevail over these Terms), provided that the Order is received before the Quote expires and is accepted by us. A Quote not an offer from us but is an invitation only for you to place an Order based on that Quote. Any Quote is valid for 30 days (or other period stated in the Quote), after which the Quote shall expire. No Order is binding until accepted by us, which we can do either by confirming in writing (including by email) or by delivering the Order. We reserve the right to refuse any Order. Orders must be submitted by an authorised person. Orders must be in writing and clearly state the quantity and size of each Product ordered. If we provide you with an Order Form, Orders must be submitted on that Order Form. Orders must comply with any minimum quantity requirements that may apply. Once we receive an Order, it cannot be amended without our agreement. |
|
Deposits & Payment Terms |
Unless specified otherwise in the Quote, a 50% deposit of the estimated total cost of the Order must be paid to us within 5 working days after the date the Order is accepted by us. We will give you a tax invoice for the estimated total cost of the Order. The balance of the estimated total cost of the Order must be paid on or prior to delivery. If the actual cost of the Order is different to the estimated cost of the Order (eg to account for freight charges or graphic design fees or other costs) we will issue a separate invoice (or credit note) for the difference, which must be paid within 7 days. All payments must be made in full, without deduction or set off, into our bank account. If there is any dispute about a tax invoice, you shall pay the undisputed portion of that invoice by the due date, and work with us in good faith to promptly resolve the dispute. We reserve the right to require full payment upfront upon acceptance of an Order. |
|
In-house graphic design services |
Our Products can be customised with your logo and/or graphics created by our in-house graphic design team. If you require graphic design services, we will provide five hours of graphic design without any charge, and after that our standard hourly rate for graphic design services will apply. If you do not proceed with the Order, we may charge you for all actual graphic design time incurred, including those first five hours. If you want to include your logo or other branding on the Products, whether by itself or incorporated into a customised graphic for your Products, you grant us a perpetual, royalty free licence to use your logo and other intellectual property rights to enable us to do so. We retain ownership of the copyright and all other intellectual property rights in the final design that we create for you for the Products. Nothing in these Terms shall be construed to confer on you or on any third party any title or interest in any intellectual property rights owned by us or licensed to us, including copyright in the final design. You may not use or permit anyone else to use the final design without our prior written consent. We reserve the right to use images of the products that we supply to you (including your logo or other branding) for marketing purposes and to refer to you as the customer for those products, and the licence that you grant to us in the previous paragraph shall be extended to permit such use. We reserve the right to invoice you for our graphic design services separately, in which case payment shall be made within 7 days. |
|
Delivery options
|
We will not place any order with our suppliers until the date that: (i) the deposit has been paid; and (ii) the graphic design artwork has been finalised and agreed (Confirmation Date). We will then use reasonable commercial endeavours to meet the following delivery times: Sea freight: 8 weeks from the Confirmation Date. Air freight: 6 weeks from the Confirmation Date. An air freight surcharge may apply. In stock: Within 5 working days (assuming no-printing required). A delay in paying the deposit or finalising graphic design artwork will delay the estimated delivery time. The delivery times above are estimates only. We will keep you informed of any delays that we become aware of and endeavour to minimise any delays. You may not cancel an Order solely on the grounds of late delivery and we will not be liable to you for failure to deliver your Order in full by an estimated delivery time, provided that if you are “consumer” under the Consumer Guarantees Act 1993, the provisions of that Act regarding delivery shall apply. We reserve the right to supply an Order in instalments, in which case each instalment will comprise a separate agreement subject to these Terms. |
|
Urgent orders |
We will endeavour to fulfil urgent Orders and in some cases we may be able to deliver within 2 weeks from the Confirmation Date. Urgent orders will incur a surcharge which we will discuss with you at the time. |
|
Returns, warranties and liability |
Our Products will comply with the guarantees under the Consumer Guarantees Act 1993 and we will meet all of our obligations under that Act for any breach of those guarantees. All other warranties are excluded to the maximum extent permitted by law. We are not liable for any indirect, special, or consequential losses (including loss of profit or loss of reputation), except to the extent required under the Consumer Guarantees Act 1993 where that Act applies. If you are acquiring the Products for the purposes of a business:
No Products may be returned without our prior written agreement. Products returned (other than under a valid warranty claim, eg because you ordered too many or changed your mind) may be subject to a 20% handling fee. |
|
Risk and title |
Risk in the Products shall pass on Delivery. Title in the Products shall pass when we receive full payment for those Products or when the Products are Delivered, whichever is later. Products are “Delivered” when they arrive at the agreed place of delivery or, if you are collecting the Products, when the Products are collected by you or your agent from our (or our agent's) premises. |
|
Disputes |
If any dispute arises in relation to these Terms or an Order, the parties shall work together in good faith to endeavour to promptly resolve the dispute. |
|
Other terms |
|
|
PPSR If we agree to extend any credit to you, you grant us a security interest in the Products to secure your obligations under these Terms or an Order. You will give us all information we require to register a financing statement on the Personal Property Securities Register. You waive you right to receive a verification statement. We may re-enter your premises to repossess the Products to enforce our rights under these Terms or an Order. |
|
|
Late payment If you do not pay us by the due date, we may charge default interest of 12% per annum on the outstanding amount from the due date until payment is received (calculated daily, compounding monthly). You are liable to us for all costs we incur enforcing our rights under these Terms or an Order, including any debt recovery costs. |
|
|
Termination of Order If you suffer an insolvency event or if you breach your obligations under these Terms and do not remedy it within 10 working days of us requesting you to do so, we may terminate an Order on written notice. |
|
|
Force Majeure A party shall not be liable for any breach of these Terms or an Order to the extent such breach is due to a Force Majeure Event, provided that it uses reasonable endeavours to mitigate the effect of the Force Majeure Event and resumes full performance of the Agreement as soon as reasonably practicable. Force Majeure Event means a circumstance beyond the reasonable control of a party such as an Act of God (but excluding lack of funds). |
|
|
Assignment You may not transfer your obligations under an Order without our consent. We may transfer any of our rights and obligations under these Terms and an Order to any of our related entities at any time. |
|
|
Privacy Act 2020 We will collect and store any personal information about you or your personnel in accordance with our Privacy Policy (click here). |
|
|
Governing law These Terms and all Orders are governed by the laws of New Zealand. |
|