Terms and conditions: Wooden Horse Homewares Limited – Wholesale Distribution and Supply
DEFINITIONS
Brand Name means “Madam Stoltz”, “Hübsch” or any other brand name as supplied and notified in writing by Wooden Horse Homewares.
Force Majeure means any event or occurrence beyond the reasonable control of Wooden Horse, including without limitation 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.
Logo means the stylised depiction of the Brand Name as it appears on the website www.madamstoltz.dk or any other logo as notified in writing by Wooden Horse from time to time.
Intellectual Property means the content and design of all products and branding, including without limitation, trademarks, copyrights, registered designs, symbols and logos.
You means the person or legal entity purchasing Goods from Wooden Horse.
Goods means the Goods supplied by Wooden Horse pursuant to these Terms of Supply.
Terms of Supply means these Terms of Supply.
Wooden Horse means Wooden Horse Homewares Limited.
By requesting Wooden Horse to supply Goods to you, you acknowledge and agree (or you are deemed to acknowledge and agree) to these Terms of Supply.
1. Price
1.1 The price for the Goods will be stated exclusive of GST and in NZD or AUD, either on the Wooden Horse website or in written quote provided. Prices are subject to change without notice.
1.2 GST will be payable by you on Goods sold within New Zealand or Australia.
1.3 Once you submit an order, it cannot be cancelled by you. Any variation to any order must be agreed in writing within 2 days of submitting an order.
1.4 Not all Goods may be available at the time of your order and can be put on back order where possible.
2. Order
2.1 First opening minimum order spend is $400.00 excluding GST.
2.2 Following minimum order spend on wholesale orders is $250.00 excluding GST.
2.3 The minimum order spend on indent orders (pre-orders) is $500.00 excluding GST.
2.4 Goods come in packing quantities listed for indent ordering and can only be ordered in these quantity sets.
3. Payment
3.1 Unless you have an approved credit account with Wooden Horse:
(a) full payment for wholesale orders must be made within 7 days of receipt of invoice and goods ordered are held until the invoice due date. Goods are only dispatched following payment received.
(b) payment for indent orders shall be in instalments as follows:
(i) a deposit payment of 30% of the order value is required 5 days after receipt of invoice and in the event that you fail to take delivery of your order for any reason we are entitled to retain this deposit; and
(ii) the balance of the order value is required prior to the date of delivery specified by us.
3.2 If you have an approved credit account in NZ with Wooden Horse, payment is strictly due by the 20th of the month following the:
(a) date of invoice for wholesale orders;
(b) date of ship arrival into NZ of Goods for indent orders (as notified and invoiced to you by Wooden Horse).
3.3 Non-payment: Where payment is not made by the Due Date Wooden Horse may in its discretion:
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charge the Buyer late payment fee on the invoiced amount at the rate of 5% compounded per 7 days or part thereof from the Due Date until the payment is made in full.
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charge the Buyer any fees or related costs incurred by the use of a Debt collection agency employed to seek payment.
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cancel the order of any non-dispatched items and return stock to inventory to be resold.
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 Wooden Horse.
4.2 If any payment is overdue in whole or in part Wooden Horse may (without prejudice to any of its other rights) recover and/or sell any Goods supplied by it to you and without further notice may enter upon your premises either itself or by its servants or agents in order to take possession of any and remove such Goods.
4.3 You indemnify Wooden Horse and its servants, employees or agents against any loss or damage occasioned to third parties in or arising from the repossession of the Goods.
5 Shipping and risk
5.1 Delivery times are not guaranteed and may be affected by events beyond our reasonable control, for which we are not responsible.
5.2 For orders within New Zealand or Australia: unless otherwise agreed in writing at time of submitting an order, Wooden Horse shall arrange delivery of the Goods to you and you will be responsible for the costs associated with delivery from our Auckland warehouse address.
5.3 Whilst the delivery service utilised by Wooden Horse may include insurance for the Goods during transit, Wooden Horse 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.
5.4 Risk in respect of the Goods shall pass to you when the Goods are passed by us to the carrier.
6 Samples and images
6.1 Unless otherwise expressed in writing, Wooden Horse does not warrant that the quality, weight, designs or colour of the Goods corresponds to any specific description or image.
7 Acceptance and cancellation of orders
7.1 Wooden Horse may refuse to accept or cancel any order or delivery of Goods at any time by giving written notice to you. Wooden Horse shall not be liable for any loss or damage whatsoever arising from such cancellation.
8 Force Majeure
8.1 Wooden Horse will not be liable for any failure to perform or delay in performance of its obligations under these terms caused by an event of Force Majeure.
9 Liability
9.1 Wooden Horse shall not be liable:
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where you have altered or modified the Goods, misapplied the Goods, not followed supplier instructions in respect to the Goods or have subjected them to unusual or non-recommended use or handling;
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for manufacturing defects in any Goods; or
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for any indirect or consequential loss of any kind.
9.2 Without limiting clause 9.1 above, Wooden Horse’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.
9.3 In no circumstances will Wooden Horse be liable where notice of a claim is not provided within 3 working days of delivery of the Goods. If a claim is accepted, we will at our option arrange repair, replacement or credit. Be aware that small imperfections exist in handmade products and these are not faults. Refer to Returns Policy on our website for procedure.
10 Intellectual property
10.1 All Intellectual Property rights and interests owned or used by Wooden Horse in connection with its business belong to or are licensed to Wooden Horse. You may not use any of the Intellectual Property without the written permission of Wooden Horse, except as otherwise provided for in clauses 10.2 to 10.3.
10.2 You undertake to use the Brand Name of ‘Madam Stoltz’ or ‘Hübsch’ when advertising Goods supplied by Wooden Horse and anywhere where the Goods are described, photographed or named including on websites, social media and labels.
10.3 Wooden Horse grants you a personal, non-exclusive, non-transferable, and non-assignable license to use the Madam Stoltz or Hübsch Brand Name and Logo for the purposes of clause 10.2 above.
10.4 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 of Wooden Horse, Madam Stoltz or Hübsch.
10.5 You must obtain Wooden Horse’s prior written approval of the manner in which you intend to use the Brand Names and (if applicable) Logo.
10.6 The licence in clause 10.3 may be revoked by Wooden Horse by written notice to you.
11 Exclusivity of sales within geographical area
11.1 Wooden Horse does not generally give Brand Exclusivity, but may consider granting limited exclusivity in situations where you may be affected by geographical proximity to a similar business and are stocking a large range of Goods we supply. Any exclusivity is subject to written agreement as to the exclusivity terms and will only be granted with minimum, regular orders.
12 Termination
12.1 Wooden Horse may terminate this agreement with immediate effect by giving written notice to you if:
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you have failed to comply with a written notice given by Wooden Horse specifying a breach of the agreement and requiring you to remedy it within 14 days; or
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being an individual, you are made bankrupt; or
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being a company, you are placed in liquidation or receivership.
12.2 On termination Wooden Horse shall have the right to deal with the Goods at its absolute discretion.
13 Sale of Goods and Consumer Guarantees
13.1 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.
13.2 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 Wooden Horse.
14 Severability
14.1 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.
15 No waiver
15.1 Waivers of any right reserved to Wooden Horse shall be binding only if in writing and signed by an authorised representative of Wooden Horse, and shall apply only to the particular occasion, circumstances or event to which the waiver relates.
16 Governing law
16.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of New Zealand and Australia. The Courts of New Zealand and Australia have exclusive jurisdiction to hear and determine any matter, which may arise out of or in connection with these Terms and Conditions.
Wooden Horse Homewares: Returns Policy and Procedure
Damaged Goods
Any goods damaged in transit must be kept in the original packaging and reported to Wooden Horse within 24 hours of receiving delivery. Deliveries that appear damaged on arrival should not be signed for. Claims will not be accepted otherwise. Images of damaged product and packaging are required for assessment.
Faulty Product
Reporting of faulty product must be communicated by email no later than 3 days from the date of receiving item. Product deemed to be faulty is subject to checking once returned to Wooden Horse. Wooden Horse reserves the right to replace the item if stock available, or a credit will be issued to use against similar product.
If the product is not faulty per the manufacturer’s specifications, a 20% restocking fee and any resulting return charges will be deducted from the credit issued to the customer.
Credit notes are valid for 12 months from the date of issue. No credit will be given on freight.
Returns (Wholesale only)
Requests for the return of non-faulty products must be made no later than 3 days from the date of receiving item and acceptance of a non-faulty return is strictly at the discretion of Wooden Horse. Customers returning non-faulty product will be responsible for freight to return the product. Products must be returned in original packaging with labels and in re-saleable condition. A credit note will be issued once product received and checked. All returns for non-faulty product are subject to a 20% restocking fee, no exceptions.
Non-faulty products ordered on Indent (pre-orders) will not be accepted for return. It is the purchaser’s responsibility to check the product information and invoice issued by Wooden Horse.
Variation or Imperfection to Stock
All products are quality checked. Variation or imperfection to stock occurs due to the character of the product (recycled or hand-made), from batch to batch, or improvement made by brand designer. This is not a fault. Wooden Horse will not replace or credit in such cases. It is the purchaser’s responsibility to notify Wooden Horse if vital to a project.
Return Procedure
Return instructions will be provided via e-mail. The product must be packaged and labelled appropriately, with SKU number enclosed. Courier delivery to Wooden Horse must be received within 7 days following notification. Wooden Horse will not be responsible for lost or damaged return shipments and credits will not be issued for damaged return product. The customer is responsible for insuring all return shipments and can file a claim with their courier provider if the return shipment is damaged.
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