1.0

DEFINITIONS

1.1

The “Company” shall mean Adena Limited.

1.2

The “Customer” shall mean the person or organisation purchasing the goods and/or services from the Company.

1.3

“Goods” shall mean the goods and/or services sold and/or offered for sale by the Company.

2.0

GENERAL

2.1

All orders accepted by the Company for the supply of goods to the Customer shall be deemed to incorporate these Terms and Conditions.

2.2

No variation of, or substitution for, these terms and conditions in any form, order or other writings of the Customer shall be binding upon the Company unless specifically accepted by
the Company in writing.

2.3

The Company may vary these Terms and Conditions at any time and such variation shall become binding on the Customer after the Customer is notified in writing.

2.4

The Customer is responsible for ensuring that the goods to be supplied are fit for the intended purpose or purposes prior to placing an order.

3.0

ORDERS, QUOTATIONS AND ACCEPTANCE OF QUOTATIONS

3.1

The Customer may place orders by phone, fax or email each of which, upon acceptance by the Company, becomes a binding contract between both parties. All such orders shall be invoiced at the price prevailing at the time the goods are delivered to the Customer.

3.2

Any offers made verbally to the Customer are an estimate only unless confirmed in writing.

3.3

All quotations submitted by the Company shall be in writing, and are valid until the expiry date shown on the quotation. The Company may withdraw a quotation at any time prior to its expiry or acceptance by the Customer, by notifying the Customer in writing.

3.4

Any quotation submitted by the Company constitutes an invitation to do business only. A contract shall only be formed when the Customer has accepted the quotation.

3.5

To accept a quotation the Customer must sign and date the acceptance statement on the quotation and return a signed copy of the quotation to the Company together with payment of any deposit specified in the quotation. Acceptance of a quotation creates an order that is a binding contract between both parties.

3.6

The Company shall not enter into a contract based upon an expired quotation. On request the Company shall submit a revised quotation, with any necessary price updates, to the Customer.

4.0

PRICES

4.1

All prices exclude GST unless otherwise stated.

4.2

All prices listed are subject to change without notice.

4.3

Unless otherwise agreed by the Company in writing, the Company reserves the right to vary quoted prices in order to take into account any increases in the cost of the respective goods where such increases are not under the direct control of the company.

5.0

PAYMENT

5.1

The Customer shall pay the amount shown on the invoice in full, without deduction or setoff, to the Company prior to delivery of the goods unless the Customer has a pre-approved credit account with the Company.

5.2

Where the Customer operates a credit account with the Company, the Customer undertakes to pay the account balance in full on or before the due date shown on the invoice.

5.3

In any event where the Company receives a cheque or other promissory note as payment from the Customer, such payment shall be deemed made only after it has been honoured by bank clearance and the funds are made available to the Company.

5.4

If for any reason the Company considers that the Customer may be unable to meet its payment obligations to the Company as they fall due, the Company shall be entitled to take (in addition to any other remedies it may have) any or all of the following actions until the Customer’s obligations are fully satisfied:

6.0

DEFAULT

6.1

In the event that the Customer defaults on the payment of any monies owing to the Company, the Customer agrees:

7.0

DELIVERY AND ACCEPTANCE OF DELIVERY

7.1

Any delivery date stated by the Company is an estimate only. The Company shall make every effort to deliver by that date but gives no other undertaking as to the date of delivery.

7.2

Delivery to the Customer shall take place at the Company’s premises unless otherwise agreed. All costs incurred by the Company in effecting delivery to any other location requested by the Customer shall be charged to the Customer.

7.3

When the Company agrees to freight goods to the Customer, the delivery of the goods to the carrier is deemed to be delivery to the Customer.

7.4

The Customer shall inspect and test the goods immediately upon delivery and notify the Company in writing, within three days after delivery, of any respect in which the Customer alleges the goods are not in accordance with the contract. If the Customer fails to give notice within that time, the goods shall be deemed be delivered in accordance with the contract.

8.0

CANCELLATION OF ORDERS AND RETURN OF GOODS

8.1

The Customer may not cancel an order for any reason whatsoever without the Company’s consent in writing. Where such cancellation is agreed, the Customer shall pay all costs in returning goods to the company, ensure that such goods are insured while in transit and are returned to the Company’s premises in pristine condition, in original unmarked packaging including all original documentation and accessories.

8.2

When an order is cancelled by the Customer, the Customer will incur a restocking fee of $30 or 15% of the invoiced value of the goods whichever is the greater.

8.3

For hygiene reasons we cannot exchange makeup products or return them to stock, therefore all makeup sales are final.

8.4

Orders for goods specially imported or custom manufactured for the Customer cannot be cancelled under any circumstances. The Customer shall remain liable for the invoiced price even if the Customer refuses to accept delivery and/or returns such goods.

8.5

Prior to returning any goods the Customer must obtain a Return Merchandise Authorisation (RMA) number from the Company. Returns will not be accepted, credited or replaced unless the RMA number is presented to the Company with the returned goods.

8.6

Returns must be received by the Company within thirty days of the original invoice date or a credit cannot be issued. Used, damaged or otherwise altered goods, and any freight charges (including dangerous goods charges) are not eligible for credit.

9.0

RISK AND TITLE

9.1

Title to the goods shall only pass from the Company to the Customer when the Customer has discharged all of the Customer’s outstanding indebtedness to the Company including delivery charges and all applicable taxes.

9.2

Notwithstanding that the title to the goods may not have passed to the Customer, all risk relating to the goods shall pass to the Customer upon delivery.

9.3

The Customer is responsible for insuring goods in transit.

9.4

Until title to the goods has passed to the Customer in accordance with this section and without prejudice to any of the Company’s other rights:

10.0

INTELLECTUAL PROPERTY

10.1

All intellectual property which arises out of or in the course of provision of the Company’s services shall be the exclusive property of the Company, unless otherwise agreed in writing.

11.0

LIABILITY

11.1

The Company shall not be liable for any delays, accidents, loss or damage of any kind, including (but without limitation) loss of profits, business, revenue or goodwill, that may arise directly, indirectly or consequentially through defects or breakdowns of the goods, war, civil commotion, hostilities, strike or lock out, act of God, fire, government regulations or directions, or any other cause force majeure. This exclusion of liability applies to liability in contract and/or in tort, including negligence.

12.0

PERSONAL PROPERTY SECURITIES ACT 1999 (PPSA)

12.1

The Customer acknowledges and agrees that by assenting to these Terms and Conditions the Customer grants a security interest to the Company in all goods previously supplied by the Company to the Customer (if any) and all after acquired goods supplied by the Company to the Customer.

12.2

The Customer undertakes to:

12.3

Unless otherwise agreed by the Company in writing the customer waives its right to receive a verification statement in respect of any financing statement or financing change statement relating to the security interest.

12.4

The Customer agrees sections 114(1)(a), 116, 117(1)(c), 119, 120(2), 121, 125 to 127, 129, 131 to 133, shall not apply to these Terms and Conditions or the security created hereunder.

13.0

WARRANTIES

13.1

All goods supplied by the Company shall carry the full warranty provided by the manufacturer or authorised NZ distributor of the goods.

13.2

All labour supplied by the Company to complete a repair or an installation shall carry a warranty of three months, unless otherwise agreed in writing.

14.0

WAIVER AND INVALIDITY

14.1

In the event that any part of these Terms and Conditions is determined to be invalid, unlawful or unenforceable then that part shall be severed from the remaining Terms and Conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.

14.2

Failure by the Company to insist upon strict performance of any Term or Condition herein shall not be deemed to be a waiver of any rights that the Company may have. No express waiver of a Term or Condition at one time shall be deemed a waiver for all or any other times.

15.0

CONSUMER GUARANTEES ACT 1993

15.1

The Customer agrees that the Consumer Guarantees Act 1993 will not apply to any goods or services supplied for business purposes.

16.0

PRIVACY ACT 1993

16.1

Where goods are supplied on credit, the Customer authorises the Company to obtain information about the Customer from any third party and to divulge that information to any third party in the course of the Company’s business including but not limited to a credit or debt collection agency for the purposes of credit assessment or debt collection.

16.2

Any information collected will be retained by the Company only for as long as the Customer continues to purchase goods from the Company.

16.3

The Company will, upon request, provide the Customer with access to the information for the purposes of review and correction.