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Terms and Conditions

TSC Terms and Conditions of Sale

Please read these terms and conditions of carefully. By using the TSC website, and/or placing an order with TSC, you indicate your acceptance of these terms and conditions and any future amendments in accordance with clause 15.1.

SCOPE

1.1 These terms and conditions apply to every supply of Products by TSC and will prevail over any terms submitted by the Customer with an order or otherwise, unless agreed in writing by TSC.

ORDER ACCEPTANCE

2.1 By placing an order you offer to purchase Products on these terms and conditions. No order shall be binding on TSC until we notify you that your order has been accepted. An individual contract for the supply of Products, on these terms and conditions, is formed on acceptance by TSC of an order. TSC reserves the right to accept any order in whole or in part. Where TSC makes a part delivery of any order, such delivery shall constitute a separate contract. No order may be cancelled or varied by the Customer after acceptance unless agreed in writing by TSC.

PRICES

3.1 The price payable for the Products shall be the current price at the time the order is placed and any other charges payable in accordance with these terms and conditions.

3.2 All prices are in New Zealand dollars and exclusive of GST unless otherwise stated. TSC reserves the right to recover from the Customer all GST payable in respect of the supply of Products to the Customer.

3.3 Separate delivery fees may apply in accordance with clause 6 or as specified in any order documentation, quote or invoice. TSC reserves the right to amend its prices at any time without notice in any of the following circumstances:

delays in delivery or installation of the Products as a result of incorrect information, other act or omission of the Customer, or event beyond the reasonable control of TSC;
variation in the cost of supply of TSC including without limitation changes in transportation costs or freight charges, insurance, customs duties, taxes, existing tariff classifications or any variation in currency exchange rates;
increases in the cost of compliance with applicable statutory requirements; or
any correction of errors or omissions on the part of TSC or any of its employees or agents.

PAYMENT TERMS

4.1 All credit orders are accepted by TSC subject to satisfactory credit approval of the Customer, and are governed, in addition to these terms and conditions, by TSC's credit terms and conditions in force at the time of order placement, including the right to charge interest. Credit approval once granted may be withdrawn at any time.

4.2 Where credit approval has not been granted, or is withdrawn, payment for all Products supplied is required on or before delivery.

4.3 Except as otherwise agreed in writing between the parties, where credit has been granted, payment for the Products is to be made on the 20th of the month following date of invoice.

4.4 Payment must be made in full without set off or deduction. TSC will investigate any disputed amounts, and if resolved in favour of the Customer, a credit will be issued to the Customer.

4.5 TSC reserves the right to charge a surcharge in the event payments are made using a credit, debit or charge card including Visa, MasterCard, American Express or Diners Club.

RISK AND TITLE TO PRODUCTS

5.1 Ownership in the Products does not pass to the Customer until the Customer has discharged all outstanding indebtedness, whether in respect of the Products or otherwise, to TSC. Risk in the Products will pass to the Customer on delivery to the Customer, or, on the arranged delivery date where delivery has been unsuccessful through no fault of TSC. Until property in the Products passes to the Customer, the Customer holds the Products as bailee for TSC and shall store the goods separately from other similar Products of the Customer or any other person in such a way as they remain separately identifiable as the property of TSC.

DELIVERY

6.1 TSC reserves the right to charge for delivery of the Products and/or impose a minimum order for deliveries at any time, notwithstanding that it may not have previously done so. Administrative fees may also be imposed for orders under certain dollar values. Where prices are stated as inclusive of delivery, delivery is to the delivery point specifically accepted by TSC. Further charges may apply if an alternative delivery point or redelivery is required other than due to a breach of these terms by TSC.

6.2 Any time and/or date provided by TSC for delivery is an estimated delivery date only and subject to change. TSC will use reasonable endeavours to arrange delivery of Products in accordance with estimated delivery dates but shall not be liable for any failure to deliver at such date or time.

6.3 TSC may in its sole discretion deliver an order for Products together or as separate deliveries of parts of the order which shall be treated as a separate contract per clause 2.1.

6.4 Delivery times for furniture may vary and are subject to product availability from the supplier and the location of the supplier. Refer to clause 21 for further details on furniture delivery.

6.5 Delivered Products shall be deemed to have been accepted by the Customer unless TSC has received notification otherwise within two Business Days of delivery.

AUTHORITY TO LEAVE

7.1 This clause 7 applies when you have provided your authority, either online or in other communications with us, to leave Products at the address provided for delivery.

7.2 TSC couriers may leave your parcel at your unattended premises in accordance with your instructions and you agree that the parcel is deemed received when left at your premises.

7.3 TSC, and its contractors associated with the delivery, do not accept responsibility for any loss or damage which results from this Authority to Leave delivery method. You agree to release TSC from and against any and all claims, demands, liabilities, losses, costs and expenses, including financial and other consequential losses, made, suffered or incurred by you or any other person or entity as a result of this Authority to Leave.

7.4 If you do not give TSC Authority to Leave, you will need to be at your premises in order for the delivery to occur.

RETURNS

8.1 TSC will accept returns in accordance with the terms and conditions of its then current returns policy available here https://www.theservice.co.nz/page/4/shipping-and-returns

PRIVACY

9.1 The Customer agrees that TSC may collect its personal information (as defined in the Privacy Act 1993) during the credit and/or account application process and in the course of subsequent business dealings. TSC will use, disclose, store and process personal information in accordance with the Privacy Policy posted on TSC's website (and as amended from time to time). The Privacy Policy is part of and incorporated into these terms and conditions. The Customer's use of the website and/or placement of an order is deemed acceptance of the Privacy Policy and will procure that its employees and agents also agree to the policy.

INTELLECTUAL PROPERTY

10.1 Where the Customer has provided TSC with any instructions, design, plan, images, photographs, artwork, text, font or other material of that nature (Material) the Customer warrants that it has the right to provide such Material to TSC and shall indemnify TSC against all damages, penalties, costs and expenses incurred by TSC in connection with the use by TSC of such Material including as a result of any alleged infringement of Intellectual Property Rights of a third party.

10.2 The Customer grants TSC a non-exclusive, non-transferable licence to use the Material solely for the purpose of and to the extent necessary for the provision of Products to the Customer in accordance with any Customer order and/or with these terms and conditions.

10.3 All new Intellectual Property Rights arising in connection with these terms and conditions and/or in providing Products to the Customer, including information, reports, proposals and designs prepared by TSC vests in TSC and cannot be copied, altered or distributed without TSC's prior written consent.

CUSTOMER SPECIFIC STOCK

11.1 Where TSC has agreed to procure, warehouse and/or distribute Products specifically for the Customer, the Customer must, within 30 days of request, purchase all stock then warehoused and held at the then prevailing supply price. Where the Customer does not do so, TSC may dispose of the affected Products without liability for any loss or damage suffered by the Customer as a result. The Customer indemnifies TSC against all claims, demands, loss, costs and expenses incurred by or made against TSC, arising out of any actual or alleged infringement of patents, copyright, trademarks, design rights or other intellectual property rights, by any logo, design, copyright or other material that TSC may use, print or reproduce at the Customer's request.

LIABILITY

12.1 Except for those required or implied by legislation or expressly stated in this Agreement, TSC gives no express warranty in relation to products and services supplied to the Customer, and the Customer acknowledges that it has not relied on any representation or warranty made by or on behalf of TSC. Certain legislation may imply conditions and warranties into these terms and conditions. To the extent that such conditions and warranties may lawfully be excluded, all such conditions and warranties are expressly excluded.

12.2 The liability of TSC under or arising out of the supply of goods and services for breach of any term, condition or warranty implied in or imposed upon the supply of goods and/or services by legislation, shall be limited at the option of TSC, to:

If the breach or liability relates to goods:

the replacement of the goods or the supply of equivalent goods;
the repair of the goods;
the payment of the cost of replacing the goods or of acquiring equivalent goods; or
the payment of the cost of having the goods repaired.

If the breach or liability relates to services:

the supplying of the services again; or
the payment of the cost of having the services supplied again

12.3 To the fullest extent permitted by law, in no event will TSC's total liability to the Customer in connection with these terms and conditions for any claim relating to Products exceed, in aggregate, the amount paid for the relevant Products by the Customer to TSC.

12.4 To the maximum extent permitted by law and except as expressly provided above, TSC shall not be under any liability to the Customer in respect of any loss or damage (including consequential or indirect loss or damage or loss of profits, loss of use or loss of data), however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the Products, any services supplied by TSC or the failure of TSC to comply with these terms and conditions.

CONSUMER GUARANTEES ACT AND FAIR TRADING ACT

13.1 Nothing in these terms and conditions will restrict, negate, modify or limit any of your rights under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986 where you are not acquiring the Goods and Services for the purpose of a business or in trade.

13.2 Despite anything else contained in these Terms and to the maximum extent permitted by law:

to the extent that you have approved any Products prior to delivery, then you will be deemed to have accepted such Products if delivered to a corresponding quality;
the parties agree and acknowledge that if the Products supplied by us and acquired by you are supplied or acquired in trade within the meaning of the Fair Trading Act 1986, that sections 9, 12A, and 13 of the Fair Trading Act 1986 will not apply to the agreement between us, and that it is fair and reasonable to exclude their application;
the parties agree and acknowledge that if they are both in trade, and that the Products supplied by us and acquired by you are supplied or acquired in trade, that the provisions of the Consumer Guarantees Act 1993 will not apply to the agreement between us, and that it is fair and reasonable to exclude their application;
the parties agree and acknowledge that the provisions of Part 3 of the Contract and Commercial Law Act 2017 will not apply;
unless these terms and conditions expressly provide or the parties agree otherwise in writing (for example, pursuant to a specific warranty in relation to the Products), to the fullest extent permissible by law all warranties, conditions or other terms implied by law are excluded; and
for the purposes of this clause you acknowledge that you had a reasonable opportunity to review these terms and conditions, discuss them with us, and receive advice from your legal advisor, if you wished to do so.

CONFLICTS

14.1 These terms and conditions will apply to the exclusion of all other terms and conditions contained in the Customer's order. In the event of any inconsistency, TSC will be deemed, by delivering the Products to the Customer, to have made an offer to the Customer to sell the Products pursuant to these terms and conditions which offer will be deemed to have been accepted by the Customer receiving the Products. Additional terms and conditions also apply when an order is placed via https://www.theservice.co.nz/ .

VARIATIONS

15.1 No alteration or variation of these terms and conditions will be binding on TSC unless authorised by us in writing. To the extent permitted by law, TSC may change these terms and conditions at any time by notice in writing to you via post or email or by publishing the new and amended terms and conditions on our website at https://www.theservice.co.nz/page/2/terms-and-conditions . Any of these notices shall be deemed to be notice to the Customer. Notice shall be deemed to have been received by the Customer on the second Business Day after the day on which notice is posted to the last known address of the Customer, or posted to the website or via email. The Customer is bound by any such amendment unless the Customer notifies TSC otherwise within 5 Business Days of receipt of the notice as set out above. Placement of an order after the notice will be deemed to be acceptance of the new or amended terms and conditions.

FORCE MAJEURE

16.1 We will not be liable for any delay or failure in the performance of any of the obligations imposed by these Terms, including (without limitation) any delay in the delivery of Products, if that failure is due to a Force Majeure Event.

ASSIGNMENT

17.1 These terms and conditions are binding on and ensure for the benefit of the parties and their respective successors and permitted assignees, novates and transferees. The Customer may not assign (including by deemed assignment in the case of a change in control), novate or transfer any of its rights or obligations under these terms and conditions without the consent of TSC. TSC may assign, novate or transfer any of its rights or obligations under these terms and conditions and the Customer consents to such assignment, novation or transfer.

JURISDICTION

18.1 These terms and conditions are governed by and will be construed in accordance with the laws of New Zealand and the parties agree to submit to the jurisdiction of the courts of New Zealand.

NO WAIVER

19.1 The failure by TSC to exercise, or any delay in exercising, any right, power or privilege available to it under these terms and conditions will not operate as a waiver, preclude any other or further exercise or the exercise of any other right or power, or limit TSC's right to subsequently require strict compliance with these terms and conditions.

TERMS AND CONDITIONS OF CREDIT

20.1 The following terms and conditions in this clause 22 apply when a Customer is establishing, operating and using a credit account with TSC (“TSC”), acceptance of which is evidenced by the Customer’s execution of an online application on https://www.theservice.co.nz/ or completion of New Customer Credit Account Application Form (“Application”).

The Customer warrants that the information provided in the Application is accurate and complete, and is supplied for the purposes of obtaining credit.
The person/s signing the Application warrants that they are duly authorised by the Customer to apply for credit and execute the Application on their behalf.
The Customer agrees that it is not entitled to any credit facilities until it receives notice in writing from TSC stating that credit facilities have been given and confirming the terms and conditions upon which such credit facilities are given. Until the Customer receives such notice, any products and/or services that are supplied by TSC to the Customer will be by payment up front.
The parties agree that, if prior to formally approving credit, TSC grants to the Customer time to pay for any products and/or services supplied, it does so on these Terms.
In the event of TSC granting credit facilities to the Customer then:

All accounts are to be settled in full within the agreed trading terms noted on the TSC statement and/or invoice. Credit facilities may only continue if payment is maintained in accordance with those trading terms.
Should the Customer default in making any payment in accordance with the agreed trading terms, then all monies owing to TSC shall immediately become due and payable. TSC shall be entitled to charge interest at the rate of 1.5% per calendar month on all overdue amounts from the date due for payment until the date of actual payment.
Any reasonable expense and/or costs or disbursements incurred by TSC in recovering any outstanding monies including debt collection agency fees and legal costs shall be paid by the Customer.
It is expressly understood and agreed that this credit arrangement may be terminated at any time by TSC. In that event, all monies owing to TSC will be immediately due and payable.
TSC may at any stage during the continuance of the credit arrangement impose as a condition precedent to the grant of further credit that the Customer give such security or additional security or information as TSC shall in its discretion think fit and in a form acceptable to TSC. TSC shall be entitled to withhold supply of goods or further credit until such security or additional security is obtained.

CHANGE OF OWNERSHIP

21.1The Customer will notify TSC no later than 14 days after any change of ownership, change in particulars, any alteration or addition to shareholders or directors.

PRIVACY ACT

22.1 The Customer:

authorises TSC to gather information it reasonably regards as necessary for credit enquiry purposes, from any appropriate person or company;
authorises any person, or company, to provide TSC with any reasonable information which is necessary for credit enquiry purposes;
acknowledges that they do not have to provide TSC with any information, but if they do not, it may affect a decision to provide credit;
understands that they have certain rights under the Privacy Act 2020, to access and correct any information held about them;
consents to TSC disclosing information about the Customer to its subsidiaries, parent company agents and advisers. Customer information may also be used by TSC for account servicing and direct marketing purposes.

DEFINITIONS

Business Day means a day that is not a Saturday or Sunday or a public holiday in New Zealand.

Consumer Law means The Fair Trading Act 1986, The Consumer Guarantees Act 1986, and any replacement or similar legislation or regulation for the protection of consumers in New Zealand.

Customer and you and your refers to you, our customer and any person acting on behalf of and with the authority of the customer, and, in the case of joint customers, includes each of you jointly and severally.

Force Majeure Event means any event or circumstance:

beyond our reasonable control; and
that results in or causes our failure to comply with or observe any provision of these Terms, and includes, but is not limited to:
any event or circumstance occasioned by, or in consequence of, any act of God being an event or circumstance due to natural causes, directly or indirectly and exclusively without human intervention;
strikes, lockouts, other industrial disturbances, acts of public enemy, wars, terrorism, blockades, insurrections, riots, epidemics, pandemics or other infectious diseases, aircraft, shortage of labour or civil disturbances;
the binding order or requirement of any court, any government, or any local authority;

GST means Goods and Services Tax payable under the Goods and Services Tax Act 1985 at the rate prevailing from time to time, including any tax levied in substitution for that tax.

Intellectual Property Rights means all intellectual, proprietary and industrial rights and interests (including rights protectable in statute, at common law or in equity), including current and future registered and unregistered rights, in respect of copyright, designs, circuit layouts, trademarks, trade, business , company or domain names, trade secrets, software applications, websites, patents, inventions, discoveries, know-how, confidential information and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

TSC and we, us, and our refers to TSC, and each of its Related Companies (as defined in the Companies Act 1993), and each of their respective agents, successors or assigns.

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Terms and Conditions