1.1 “Contract” means the terms and conditions contained herein, together with any Quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
1.2 “AS” means Ayurvanna Skincare, its successors and assigns or any person acting on behalf of and with the authority of Ayurvanna Skincare.
1.3 “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting AS to provide the Goods and/or Services as specified in any proposal, quotation, order, invoice or other documentation, and:
(a) if there is more than one Client, is a reference to each Client jointly and severally; and
(b) if the Client is a partnership, it shall bind each partner jointly and severally; and
(c) if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
(d) includes the Client’s executors, administrators, successors and permitted assigns.
1.4 “Goods and/or Services” means all Goods and/or Services (including consultation, manufacturing and/or products) or Materials supplied by AS to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods and/or Services’ or ‘Materials’ shall be interchangeable for the other).
1.5 "Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.
“Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when ordering from the website, then the Client has the right to enable / disable the Cookies first by selecting the option to enable / disable in their web browser, prior to ordering Goods and/or Services via the website.
1.8 “Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods and/or Services as agreed between AS and the Client in accordance with clause 5 below.
2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of any Goods and/or Services.
2.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
2.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
2.4 The Client acknowledges that the supply of Goods and/or Services on credit shall not take effect until the Client has completed a credit application with AS and it has been approved with a credit limit established for the account.
2.5 In the event that the supply of Goods and/or Services requests exceeds the Clients credit limit and/or the account exceeds the payment terms, AS reserves the right to refuse delivery.
2.6 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.
3. Errors and Omissions
3.1 The Client acknowledges and accepts that AS shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
(a) resulting from an inadvertent mistake made by AS in the formation and/or administration of this Contract; and/or
(b) contained in/omitted from any literature (hard copy and/or electronic) supplied by AS in respect of Goods and/or Services.
3.2 In the event such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful misconduct of AS; the Client shall not be entitled to treat this Contract as repudiated nor render it invalid.
4. Change in Control
4.1 The Client shall give AS not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, change of trustees, or business practice). The Client shall be liable for any loss incurred by AS as a result of the Client’s failure to comply with this clause.
5. Price and Payment
5.1 At AS’s sole discretion the Price shall be either:
(a) as indicated on https://ayurvannaskincare.com/ to the Client in respect of goods and/or services; or
(b) AS’s Price at the date of delivery of the Goods and/or Services according to AS’s current pricelist; or
(c) AS’s quoted Price (subject to clause 5.2) which shall be binding upon AS provided that the Client shall accept AS’s quotation in writing within thirty (30) days.
5.2 AS reserves the right to change the Price:
(a) at any time with the exception of having received full payment by the client.
6. Compliance with Laws
6.1 The Client and AS shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the goods and/or services.
7.1 AS and the Client agree that ownership of the goods and/or services shall not pass until:
(a) the Client has paid AS all amounts owing to AS; and
(b) the Client has met all of its other obligations to AS.
7.2 Receipt by AS of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
7.3 It is further agreed that:
(a) until ownership of the goods and/or services passes to the Client in accordance with clause 7.1 that the Client is only a bailee of the goods and/or services and unless the goods and/or services have become fixtures must return the goods and/or services to AS on request;
(d) the Client must not sell, dispose, or otherwise part with possession of the Materials other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the goods and/or services then the Client must hold the proceeds of any such act on trust for AS and must pay or deliver the proceeds to as on demand;
(g) AS may recover possession of any goods in transit whether or not delivery has occurred.
8.1 Returns will only be accepted provided that:
(a) the Client has complied with the provisions of clause 7.1; and
(b) AS has agreed in writing to accept the return of the Goods; and
(c) the Goods are returned at the Client’s cost within ten (10) days of the delivery date; and
(d) AS will not be liable for Goods which have not been stored or used in a proper manner; and
(e) the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
8.2 Non-stocklist items or Goods made to the Client’s specifications are under no circumstances acceptable for credit or return.
9. Consumer Guarantees Act 1993
9.1 If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by AS to the Client.
10. Intellectual Property
10.1 Where AS has designed, drawn, photographed, or created any products for the Client, then the copyright in all such designs, drawings, documents, plans, schedules and products shall remain vested in AS, and shall only be used by the Client at AS’s discretion. Under no circumstances may such designs, drawings and documents be used without the express written approval of AS.
10.2 The Client warrants that all designs, specifications or instructions given to AS will not cause AS to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify AS against any action taken by a third party against AS in respect of any such infringement.
10.3 The Client agrees that AS may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings, plans or products which AS has created for the Client.
11.1 All emails, documents, images or other recorded information held or used by AS is Personal Information as defined and referred to in clause 11.3 and therefore considered confidential. AS acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1993 (“the Act”) including Part II of the OECD Guidelines and as set out in Schedule 5A of the Act and any statutory requirements where relevant in a European Economic Area “EEA” then the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). AS acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Clients Personal Information, held by AS that may result in serious harm to the Client, AS will notify the Client in accordance with the Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.
11.2 Notwithstanding clause 11.1, privacy limitations will extend to AS in respect of Cookies where transactions for purchases/orders transpire directly from AS’s website. AS agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:
(a) IP address, browser, email client type and other similar details;
(b) tracking website usage and traffic; and
(c) reports are available to AS when AS sends an email to the Client, so AS may collect and review that information (“collectively Personal Information”)
In order to enable / disable the collection of Personal Information by way of Cookies, the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable, provided on the website prior to proceeding with a purchase/order via AS’s website.
11.3 The Client authorises AS or AS’s agent to:
(a) access, collect, retain and use any information about the Client;
(i) (including, name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or
(ii) for the purpose of marketing products and services to the Client.
(b) disclose information about the Client, whether collected by AS from the Client directly or obtained by AS from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.
11.4 Where the Client is an individual the authorities under clause 11.3 are authorities or consents for the purposes of the Privacy Act 1993.
11.5 The Client shall have the right to request AS for a copy of the Personal Information about the Client retained by AS and the right to request AS to correct any incorrect Personal Information about the Client held by AS.
12. Service of Notices
12.1 Any written notice given under this Contract shall be deemed to have been given and received:
(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this Contract;
(c) by sending it by registered post to the address of the other party as stated in this Contract;
(d) if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
(e) if sent by email to the other party’s last known email address.
12.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
13.1 Any dispute or difference arising as to the interpretation of these terms and conditions or as to any matter arising hereunder, shall be submitted to, and settled by, either adjudication in accordance with the Construction Contracts Act 2002 and/or by arbitration in accordance with the Arbitration Act 1996 or its replacement(s).
13.2 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
13.3 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Levin District Courts of New Zealand.
13.4 AS shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by AS of these terms and conditions (alternatively AS’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods and/or Services).
13.5 AS may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent.
13.6 The Client cannot licence or assign without the written approval of AS.
13.7 AS may elect to subcontract out any part of its manufacture but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of AS’s manufacturers or suppliers without the authority of AS.
13.8 The Client agrees that AS may amend their general terms and conditions for subsequent future contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for AS to provide Goods and/or Services to the Client.
13.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
13.10 Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.