1 Terms of contract
1.1 By requesting Jamie Kay to supply Goods to you, you acknowledge and agree (or you are deemed to acknowledge and agree) to these Wholesale Terms and Conditions.
2.1 The price for the Goods will be either as quoted to you in writing or, if no written quote is provided, at Jamie Kay’s standard charges applying at the time.
2.2 GST will be payable on Goods sold within New Zealand.
2.3 Once you submit an order, it cannot be cancelled by you. Any variation to any order must be agreed in writing. The price may alter as a result of any variation and you agree to pay any increase.
2.4 The Goods must be on-sold at the recommended retail price (as notified to you in writing by Jamie Kay from time to time) unless the Goods are advertised as being “on sale” or the equivalent.
3.1 Unless otherwise agreed in writing, payment for the Goods shall be made at the time the order is placed.
4 Ownership of Goods
4.1 Ownership of the Goods shall pass to you upon payment in full of the purchase price for the Goods and of any other amounts owing by you to Jamie Kay.
5 Shipping and risk
5.1 For orders within New Zealand: unless otherwise agreed in writing, Jamie Kay shall arrange delivery of the Goods to you and you will be responsible for the costs associated with delivery. While the delivery service utilised by Jamie Kay may include insurance for the Goods during transit, Jamie Kay makes no representations and gives no warranties in respect to such insurance and you will be responsible for obtaining any specific insurance you require in respect of the Goods during transit. Risk in respect of the Goods shall pass to you when the Goods are delivered to the carrier.
5.2 For international orders: unless otherwise agreed in writing, the purchase price shall be Ex works (EXW) as that term is defined in the International Chamber of Commerce 2010 “Incoterms 2010” and you shall be responsible for the cost of and arranging transportation of the Goods from the premises of Jamie Kay or other named place of delivery. Risk in respect of the Goods shall pass to you when the Goods are made available at the place of delivery. You are responsible for obtaining insurance in respect of the Goods from the time they are made available at the place of delivery.
6 Export/import documents, duties and taxes
6.1 All export and import documentation, licences, duties, taxes or other obligations or costs relating to the delivery of the Goods shall be your responsibility.
7 Samples and images
7.1 Unless otherwise expressed in writing, Jamie Kay does not warrant that the quality, weight, designs or colour of the Goods corresponds to any specific description, image or sample.
8 Acceptance and cancellation of orders
8.1 Jamie Kay may refuse to accept or cancel any order or delivery of Goods at any time by giving written notice to you. Jamie Kay shall not be liable for any loss or damage whatever arising from such cancellation.
9 Force Majeure
9.1 Jamie Kay will not be liable for any failure to perform or delay in performance of its obligations under these terms caused by a Force Majeure beyond its reasonable control.
10.1 Jamie Kay shall not be liable:
- where you have altered or modified the Goods, misapplied the Goods, not followed Jamie Kay’s instructions in respect to the Goods or have subjected them to unusual or non-recommended use or handling;
- for defects in any Goods manufactured by any Third Party;
- for loss or damages caused wholly or partly by any factors beyond our control, including, without limitation, any loss resulting from a delay in production or supply of the Goods;
- for any indirect or consequential loss of any kind;
- where the terms of any written warranty have not been complied with, or any manufacturer’s handbook provided to you has not be complied with.
10.2 Without limiting clause 10.1 above, Jamie Kay’s total liability arising out of any claim for loss or damages, however arising, shall not exceed the value of the Goods which are the subject of the claim and in no circumstances will Jamie Kay be liable where notice of a claim is not provided within 10 working days of delivery of the Goods.
11 Intellectual property
11.1 All Intellectual Property rights and interests owned or used by Jamie Kay in connection with its business belong to or are licensed to Jamie Kay. You may not use any of the Intellectual Property without the written permission of Jamie Kay, except as otherwise provided for in clauses 11.2 to 11.3.
11.2 You undertake to use the Brand Name and, if required by Jamie Kay, Logo when advertising Goods supplied by Jamie Kay and anywhere where the Goods are described or named including on websites, labels and invoices.
11.3 Jamie Kay grants you a personal, non-exclusive, non-transferable, and non-assignable license to use the Jamie Kay Brand Name and Logo for the purposes of clause 11.2 above.
11.4 You must not use or permit the use of the Brand Name or Logo in any manner that would be detrimental to or inconsistent with the good name, good will, reputation and image associated with the Intellectual Property or Jamie Kay.
11.5 You must obtain Jamie Kay’s prior written approval of the manner in which you intend to use the Brand Name and (if applicable) Logo.
11.6 The licence in clause 11.3 may be revoked by Jamie Kay by written notice to you.
12.1 These terms and conditions may be amended or replaced from time to time by Jamie Kay. Any order placed after such amendment is made and placed on this website will represent an agreement by you to be bound by the amended terms and conditions.
13.1 Jamie Kay may terminate this agreement with immediate effect by giving written notice to you if:
- you have failed to comply with a written notice given by Jamie Kay specifying a breach of the agreement and requiring you to remedy it within 14 days; or
- being an individual, you are made bankrupt; or
- being a company, you are placed in liquidation or receivership.
13.2 On termination Jamie Kay shall have the right to deal with the Goods at its absolute discretion.
14 Sale of Goods and Consumer Guarantees
14.1 To the extent permitted by law, none of the Sale of Goods Act 1908, the United Nations Convention on Contracts for the International Sale of Goods (1980), or the Sale or Goods (United Nations Convention) Act 1994 will apply to any order made by you.
14.2 You acknowledge that you are acquiring the Goods for the purposes of trade or business and that the provisions of the Consumer Guarantees Act 1993 therefore do not apply to the supply of Goods by Jamie Kay.
15 Governing law
15.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of New Zealand. The Courts of New Zealand have exclusive jurisdiction to hear and determine any matter, which may arise out of or in connection with these Terms and Conditions.
16.1 Each clause in these terms is severable and if any clause is held to be illegal or unenforceable then the remaining clauses will remain in full force and effect.
- “Brand Name” means “Jamie Kay” or any other brand name as notified in writing by Jamie Kay from time to time.
- “Force Majeure” means any of the following events or occurrences and the effects thereof: fire, storm, flood, earthquake, landslide, explosion, accident, act of a public enemy, war, rebellion, insurrection, riot, civil commotion, sabotage, epidemic, quarantine restrictions, labour disputes, transportation embargoes, national or international oil or fuel shortage, acts of God, acts of government or any agency or judicial action.
- “Goods” means any goods supplied by Jamie Kay from time to time, including (but not limited to) homeware, clothing and jewellery.
- “Intellectual Property” means the content and design of all products and branding, including without limitation, trademarks, copyrights, registered designs, symbols and logos.
- “Jamie Kay” means N & J Fridd Limited trading as “Jamie Kay”.
- “Logo” means the stylised depiction of the Brand Name as it appears on the website www.jamiekay.co.nz or any other logo as notified in writing by Jamie Kay from time to time.
- “Third Party” means any party, other than Jamie Kay, including suppliers or manufacturers of the Goods.
- “You” means the account holder who places the order for Goods subject to these terms and conditions.