PROJECTOR BULBS LIMITED: TERMS OF TRADE
1. The "Seller" is Projector Bulbs Limited and its authorised agents and nominees. The Seller includes references to "us", "we", or "our".
2. The "Customer" is any person or persons, company, business, or other entity that purchases goods from the Seller. The Customer includes references to "you", "your, or "yours".
3. The "Goods" includes, without any limitation, the item(s) that we agree to supply to you pursuant to an Order.
4. "Carrier" means and (unless the context requires otherwise) includes the Carriers servants agents and any person or persons carrying Goods on our behalf under any contract of carriage.
5. "Charges" means our Charges for supplying and, where appropriate installing and/or maintaining the Goods. Charges exclude delivery charges, duty, and sales tax at the prevailing rate.
6. "Confirmation of Order" means when we confirm our acceptance of your Order orally or in writing (whether electronically or otherwise) or when we effect Delivery, whichever occurs first.
7. "Contract" the contract made between you and us for the purchase of Goods incorporating these Terms and Conditions.
8. "Delivery" means our Delivery of the Goods to the address you have stipulated in the Order or our notifying you that the Goods are available for collection.
9. "Order" means your request for us to supply you with Goods in consideration of the Charges, which you make by either completing an online Order or otherwise requesting the Goods that you require.
10. "RMA" means Return Merchandise Authorization
11. The Seller may from time to time and in its absolute discretion amend the terms and conditions contained herein ("the Terms") and such variation shall take immediate effect without the Customer's consent.
12. The Terms shall be deemed to be amended once the amended Terms have been uploaded to the Seller's website www.projectorbulbs.co.nz ("the website") so that the current Terms will be those displayed on the Seller's website.
13. These Terms are governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand Courts.
14. These Terms constitute the entire agreement between the Seller and the Customer. In the event of a discrepancy between these Terms and other communications entered between the Seller and the Customer, these Terms prevail.
15. Any failure by us to enforce a breach of the Conditions by you shall not be deemed to be a waiver of any subsequent breach of these Conditions that you may make.
16. If at any time any one or more of these Conditions are held to be unenforceable, illegal or otherwise invalid in any respect, such enforceability, illegality or invalidity shall not affect the remaining Conditions, which shall continue in full force and effect.
17. Nothing in this Agreement shall create or be deemed to create a partnership or joint venture between us and you or the relationship of principal and agent or employer and employee.
18. The parties agree that no third party shall be afforded any rights under these Conditions.
PAYMENT AND ORDERS
19. All orders must be received from the Customer to the Seller through the Seller's website www.projectorbulbs.co.nz, by email, or by telephone. All orders are subject to acceptance and confirmation by the Seller.
20. Each order will constitute a separate contract between the Seller and the Customer.
21. The Customer may not cancel an order once it has been confirmed and accepted by the Seller subject to clause 31. Confirmation and acceptance by the Seller occurs when the Seller acknowledges receipt of the order either through an automated email generated through the Seller's website or other sales platform, or through a non-automated email, or some other form of communication accepting the order.
22. You agree to pay our Charges pursuant to the terms agreed between us at the time of the sale, or, failing any other agreement on or before the 20th of the month following the date of our invoice without deduction or set off. If you fail to do so we may, without prejudice to any other right or remedy available to us, charge interest both before as well as after any judgment on any outstanding balance at the rate of 2.5% per month or part thereof until we receive payment in full.
23. Payment may be made by approved cheque, credit card, or direct credit. Payment by cheque or direct credit shall not be deemed to have been received until honoured/cleared.
24. If you fail to pay us the Charges in accordance with this clause, we may, without prejudice to any other right or remedy available to us, either suspend any Delivery or cancel any other contract between us. We can sue for the Charges due for any Goods that we have agreed to sell to you pursuant to a Confirmation of Order.
25. We reserve the right to increase the Charges at any time on notice to you if for any reason the price of the Goods increases between the Confirmation of Order and Delivery.
26. We reserve the right to ask you to pay the Charges in advance of Delivery.
27. Any expenses, disbursements and legal costs properly incurred by us in the enforcement of payment of our invoice shall be paid by you, including any reasonable solicitor's fees or debt collection agency fees.
28. Features and specifications of products described or depicted on the website are subject to change without notice.
29. All Goods will be supplied subject to availability and we reserve the right to modify the Goods at any time or substitute them with Goods of equivalent functionality without notice.
30. The Customer indemnifies the Seller in respect of any loss arising from any breach by the Customer of these terms including without limitation, legal expenses on a solicitor-client basis.
31. The Customer may cancel an Order at any time until Confirmation of Order except that the Customer may not cancel an Order for Goods that has already been dispatched to the Seller by the Seller's supplier.
32. Should the Customer cancel the Order for Goods for any reason not notwithstanding clauses 51, 52, and 53, the Seller reserves the right to charge a "re-stocking fee" which will be an amount equivalent to 25% of the price payable by the Customer which include all Delivery and administration costs. The Customer is responsible for the cost of returning the goods to the Seller.
33. Subject to clause 31 above, should you wish to cancel or reschedule any Order, you agree to give us as much notice (in writing) as is reasonably practicable and agree to pay our storage and administration Charges in addition to the Charges.
34. All prices are in New Zealand dollars and exclude GST unless otherwise stated.
35. All prices displayed on the website are subject to change at any time without notice.
36. The Seller shall arrange for delivery of the goods to the address for delivery provided by the Customer.
37. Any indication the Seller may give as to the time of Delivery will be a good faith estimate only. Whilst the Seller will use all reasonable endeavours to effect Delivery at the time we have estimated, time of Delivery is not of the essence. Should the delivery time be longer than initially indicated, the Customer may request cancellation of the order. The Seller reserves the right to accept the request for cancellation under these circumstances or not.
38. If it is not possible for the Seller to effect Delivery for whatever reason including but not limited to your being away or your premises being inaccessible, you will be liable to pay us an additional sum to cover our storage and administration Charges.
39. We reserve the right to effect Delivery by instalment in which case each instalment will be a separate Contract.
40. The Seller shall deliver the goods by such carrier and in such form of transport it considers appropriate.
41. The Seller shall not be liable or responsible for any consequential loss or damages arising directly or indirectly from late delivery or from non-delivery.
42. Risk of damage to or loss of Goods shall pass to you on Delivery.
43. Notwithstanding Delivery and the passing of risk in the Goods, title in the Goods shall, subject to clause 73, not pass to you until we have received payment of the Charges in full by cash or cleared funds payment for all Goods that we have agreed to sell to you pursuant to a Confirmation of Order.
44. Until such time as the title in the Goods passes to you, you will hold the Goods as a bailee and keep the Goods separately from any other Goods belonging to you or any third party and properly stored, protected and insured and identified as our property.
45. Until such time as title in the Goods passes to you, we may at any time require you to deliver up the Goods to us and, if you fail to do so, enter any premises where the Goods are stored to repossess the Goods.
46. The Customer must adhere to the following procedures on receipt of the goods -
a. Check the outer box for obvious damage. If damage exists, follow the process in clause 51;
b. After opening the box, check the label on the goods to ensure it is the correct order. If the order is incorrect, follow the process in clause 52;
c. Open the lamp box to check the lamp is undamaged. If damaged, please contact the Carrier; and
d. Install the lamp in a projector to ensure it is in working order. If it is not in working order, follow the process in clause 52.
47. The Seller warrants that (subject to the other provisions in these Conditions) the Goods will be of satisfactory quality.
48. As the Seller is not the manufacturer of the Goods, all warranties, Conditions and other Terms implied by statute or common law (except as to title) are, subject to clause 47 above, expressly excluded. However, we will endeavour to pass on to you the benefit of any warranty or guarantee given by the Manufacturer in respect of the Goods.
49. Should you require a warranty claim, you must contact us as soon as possible to request an RMA. Goods subject to a warranty claim must be returned in the original packaging as required by our suppliers.
50. You will be required to pay the cost of delivering your product to and collecting your product from the Seller for warranty service.
51. If on Delivery the Goods appear to be visibly damaged you must notify the Carrier immediately that you will not accept Delivery or sign for as damaged otherwise you will forfeit your right to reject the Goods for visible damage.
52. If the Goods are not visibly damaged on Delivery, but you wish to reject the Goods for any other non conformance or unapparent damage, you may reject the Goods provided that -
a. you obtain an RMA number from us within 24 hours of Delivery, submit a completed RMA form to us as soon as possible thereafter and allow us facilities to inspect the Goods within 7 days of the date of Delivery; and
b. the Goods are undamaged, unused, in their original packaging and you have not marked either the Goods or their packaging.
53. Should you reject and return the Goods in accordance with 52, we reserve the right to charge a "re-stocking fee" which will be an amount equivalent to 25% of the price payable by you in respect of the returned Goods.
54. If you fail to comply with either clause 51 or 52, you will be deemed to have accepted the Goods.
55. The Customer authorises the Seller to collect, retain and use personal information regarding the Customer for the following purposes only:
a. Assessing the Customer's creditworthiness;
b. Disclosing to a third party details of the contract between the Seller and the Customer for the purposes of recovering amounts payable by the Customer and providing credit reference.
c. Marketing goods and services provided by the Seller.
56. The Seller shall immediately stop sending marketing materials to the Customer on the Customer's request.
57. The Customer is entitled to assess and correct any information held by the Seller regarding the Customer.
58. The website uses SSL, does not store credit card details, and all payments are handled by a secure, PCI compliant, third party.
REFUNDS AND RETURNS
59. The Seller is not obliged to provide you with a refund if you have changed your mind so please choose your goods carefully.
60. If you have made a payment in error please contact the Seller within two business days. The Seller will investigate the claim within five business days of notification and refund any part of your payment which in its sole discretion is found to be a genuine payment error.
61. The Customer shall notify the Seller if it intends returning any goods and any such notification shall be made prior to returning any goods. The Seller reserves the right to determine whether it will accept the return of any such goods and on what terms.
62. Any goods returned by the Customer must be in their original condition and packaging.
63. The Seller is not obliged to and will not accept any goods returned by the Customer that have been tampered with by the Customer or the carrier.
WARRANTY AND CONSUMER GUARANTEES ACT
64. The Customer shall not be entitled to return goods which have been altered or otherwise processed or damaged in any way. Worn or misused goods will not be accepted. Only merchandise in its original condition will be accepted.
65. All new goods sold by the Seller are guaranteed against manufacturing defects (subject to the limitations, terms and conditions contained in the manufacturer's warranty - in some cases this may require the Customer to have the projector checked at the manufacturer's certified service centre) from the date of purchase. Please refer to the website for details of warranty periods.
66. All warranties extend to the original Customer only and are not transferable.
67. Proof of purchase is required as a condition of warranty coverage. Please retain your original invoice.
68. These warranties do not extend to normal wear and tear or damage caused by abuse, misuse, negligence, or any modifications. Failure to comply with any maintenance instructions will void the warranty.
69. The Seller will endeavor to replace the defective goods. If replacement is not practicable the Seller will refund the purchase price provided however a full refund is only possible if the replacement lamp also fails and the Customer can prove it is not a malfunction of the projector causing the failure of the lamps.
70. The Customer shall be responsible for the costs associated with delivering the goods to and from the Seller for replacement purposes.
71. The Consumer Guarantees Act 1993 ("the Act") shall not apply where the goods are purchased for business purposes. Where the goods are purchased for non-business purposes, the Seller will comply with its obligations under the Act.
LIABILITY AND RISK
72. The Seller shall not be responsible for any loss or damage of any kind whatsoever arising from the supply of the goods by the Seller to the Customer, including consequential loss, whether suffered or incurred by the Customer or by another person and whether in contract or tort (including negligence) or otherwise.
73. If either party is prevented from or delayed in carrying out any of the provisions of this Agreement by reason of force majeure, acts of God, war, civil disorder, accidents, labour disturbances, breakdown of plant or equipment, lack of or failure of transportation facilities, sources of labour, materials, power of supplies, import or export restriction or by reason of any law, order proclamation, regulation, ordinance, demand or requirement of any government or department thereof, or by reason of any other cause whatsoever beyond the reasonable control of the party, the party so prevented or delayed will be excused from such performance to the extent and during the period of such prevention or delay. Any obligations to pay money owing will in no event be excused.
74. The Seller may assign and/or sub-contract any Contract at any time on notice to you.
75. You may not assign, charge or transfer any of your rights or obligations under any Contract without our prior written consent.
SUSPENSION AND TERMINATION
76. The Seller may, in its absolute discretion, suspend any Delivery and / or terminate any Contract immediately on notice to you if -
a. You pass a resolution for winding up (except for amalgamation or reconstruction of a solvent company) or if a court makes an Order to that effect or if you have a receiver or administrator appointed over all or any of your assets or business, or if you cease or threaten to cease to carry on business;
b. You are in material breach of any of these Conditions;
c. We are unable to effect Delivery due to an event beyond our reasonable control;
d. Termination of any Contract between us shall not affect your liability to pay us (without deduction or set off) such Charges as are due for Goods for which we have effected Delivery. If on termination of any Contract, we owe you any sums, we reserve the right to set off against such sums any outstanding Charges as you owe us.
77. The Seller is not liable for any consequential loss arising out of delay or failure to supply the goods or any of them, currency fluctuations or otherwise arising out of this contract.
78. If any dispute or differences arises between the parties out of the terms hereof or in connection with any purchase and the goods the subject of such difference are in New Zealand, such dispute or claim will be referred to the arbitration of a single arbitrator if the parties can agree on one. Otherwise, the dispute shall be referred to two arbitrators, one to be appointed by each party and an umpire to be appointed by the appointment of arbitrators and any such reference shall be a submission to arbitration within the meaning of the Arbitration Act 1996 and its successors and amendments.