Terms and conditions

Talley's Limited

Terms and Conditions of Domestic Sale

Effective 24/11/2021

Privacy Act

The Buyer and any Guarantor authorise the Company to collect, retain, and use personal information about them, including information collected in this document, for the following purposes:

1. Assessing their creditworthiness.
2. Disclosing to a third-party detail of this application and any subsequent dealings the Buyer may have with the Company for the purpose of recovering amounts payable by the Buyer.

The Buyer and any Guarantor authorise persons, approached by the Company when seeking personal information concerning them for the above purposes, to provide such personal information to the Company. The Buyer and any Guarantor has a right of access to information about them held by the Company and may request correction of that information and may require that the request be stored with that information.

Application

Unless we have otherwise agreed with you in writing (either for a specific transaction or generally) these terms and conditions apply to all orders of goods or material from Talley’s Limited (“the Company”) for domestic delivery (unless you have made known that the product is for export and our International Terms of Trade apply).

Notwithstanding that you may have an Account and or credit limit with the Company, the Company may at any time either cancel any right to credit, reduce any credit limit, or impose conditions or a requirement for security, and the existence of such an Account does not require the Company to sell goods to the Buyer on any particular occasion or occasions and specific orders remain subject to acceptance by the Company.

The Company is under no obligation to supply goods where, as a result of such supply, the amount owing by the Buyer to the Company would exceed the credit limit the Company has provided for the Buyer.

Unless we have otherwise agreed with you in writing (either for a specific transaction or generally) these terms and conditions apply to all orders of goods or material for us for domestic delivery (unless you have made known that the product is for export and our International Terms of Trade apply).

By placing any order for the delivery of goods with the Company you represent that you have read, understood and accepted these Terms, and agree to be bound by them.

The Company may change these terms and conditions of sale from time to time and any changes take effect in respect of any orders accepted by the Company after notification to the Buyer of such change. The Buyer and any guarantors are deemed to have received notification of any change where the change has been published on the Company’s website at http://talleys.co.nz. for a period of not less than seven days. We may also use other methods to bring the changes to your attention such as contacting you directly.

Terms and Conditions

1. The “Company” means Talley’s Ltd.
2. Goods supplied to a third party at the Buyer’s request or at the request of a third party with the Buyer’s authority may be charged to the Buyer’s account by the Company and the Buyer shall be deemed to have received such goods and shall be liable to the Company to pay for the same.
3. Payment for goods supplied is due on the 20^th of the month following purchase unless prior written arrangements have been made with the Company.
4. Interest at 1.5% per month shall be payable by the Buyer on a monthly basis on any amount overdue from the date that payment falls due until payment is received, but this shall be in addition to, and without prejudice to, the Company’s other rights, powers and remedies.
5. If the Buyer makes any default in any payment or commits any act of bankruptcy or, being an incorporated company, passes a resolution for winding up except in the cases of solvent reconstruction, or a Court makes a winding up order or a petition is filed in any Court for winding up the Buyer, the Company shall, in addition to any other rights it has, be entitled to cancel any contracts then existing between the Buyer and the Company either in whole or in part without liability on the part of the Company, and to claim in the bankruptcy or liquidation for costs and expenses incurred and any loss on re-sale.
6. The Buyer agrees to reimburse the Company for all and any costs and expenses charged to the Company in respect of the collection or attempted collection of any amount owing by the Buyer to the Company and any such amounts may be charged by the Company to the Buyer and added to the sum owing to the Company by the Buyer.
7. Title to the goods sold shall not pass to the Buyer until payment in full has been made to the Company. Until payment is made the Buyer acknowledges that the goods are held by the Buyer as bailee for the Company and that the Buyer holds any funds received for the goods from third parties as trustees for the Company until payment to the Company.
8. The Buyer grants to the Company a security interest (as defined in the Personal Property Securities Act 1999 (PPSA)) in the goods and their proceeds to secure the Buyer’s obligation to pay the purchase price of the goods and any other outstanding amount the Buyer owes to the Company. The security interest created by this clause 7 in the goods extends to the Buyer’s present and after acquired goods.
9. Upon the Company’s written request, the Buyer shall, at the Buyer’s own expense, provide all reasonable assistance and relevant information to enable the Company to register a financing statement or financing change statement and generally to obtain, maintain, register and enforce the Company’s security interest in respect of the goods, in accordance with the PPSA.
10. The Buyer shall not change its name without first notifying the Company of the new name not less than seven days before the change takes effect.
11. Until the Buyer has paid all money owing to the Company, the Buyer shall at all times ensure that:the goods, while in the Buyer’s possession, can be readily identified and distinguished from other items; andall proceeds (in whatever form) that the Buyer receives from the sale of the goods can be identified and distinguished from other moneys.
12. Where the Buyer has purchased the goods as inventory, nothing in clause 11 shall prevent the Buyer from selling the goods in the ordinary course of the Buyer’s business. Otherwise, until the Buyer has paid all money owing to the Company, the Buyer shall not grant a security interest in the goods without the Company’s written consent.
13. The Buyer waives its right to receive a verification statement in respect of any financing statement or financing change statement registered in respect of the security interest created by these terms and conditions of sale.
14. To the extent permitted by law and in respect of these terms and conditions of sale and the security interest created pursuant to these terms and conditions of sale:
    1. the goods, while in the Buyer’s possession, can be readily identified and distinguished from other items; and
    2. all proceeds (in whatever form) that the Buyer receives from the sale of the goods can be identified and distinguished from other moneys.
15. When the Company has rights in addition to, or existing separately from, those in Part 9 of the PPSA, those rights will continue to apply and are not limited or excluded (or otherwise adversely affected) by any right provided by these terms and conditions of sale and, in particular, will not be limited by section 109 of the PPSA.
16. Goods uplifted from the Company’s premises by the Buyer or an agent of the Buyer or sold on terms upon which delivery is at the Buyer’s risk shall be at the Buyer’s risk from the time of delivery to the Buyer, agent or delivery person. Goods are otherwise at the Buyer’s risk from delivery to any agreed delivery point or upon passing into the possession of the Buyer or any agent of the Buyer, whichever shall first occur.
17. Goods shall not be required to be delivered within a specified time frame unless the time frame is recorded on the written order and acknowledged on the Company’s advice of acceptance.
18. Liabilities:
    1. All food products sold by the Company are processed, prepared and despatched in accordance with all New Zealand applicable health and hygiene regulations and are sold as fit for human consumption unless expressly stated otherwise on the packaging;
    2. The Buyer acknowledges however that people may have allergy, health or other medical conditions that affect the suitability of certain foods for them and that the Company is not responsible where such conditions make any goods sold by the Company unsuitable for a particular consumer or cause an adverse reaction on the consumption of such goods;
    3. The Buyer is responsible for using all necessary skill and care in handling, storing and using the goods including use within the good’s use by date and assumes all risks and liabilities for consequences arising from the use of the goods whether singly or in combination with other goods;
    4. Claims for damaged or defective material/goods or short quantity must be advised within 24 hours of receipt of the goods by the Buyer and an opportunity given to the Company to investigate the claim;
    5. Subject to your statutory rights including under the Contract and Commercial Law Act 2017 (“CCA”), the Consumer Guarantees Act 1993 ("CGA") or Fair Trading Act 1986 (“FTA”), the Company’s liability in respect of the sale of any damaged or defective material/goods will not exceed the sale price of the goods concerned for the sale and the Company shall not be liable to you or any person claiming through you whether in contract, tort or otherwise for any loss, damage or injury arising indirectly from any defect in, or non-compliance of any goods, delay in delivery or any other breach and to the fullest extent otherwise permitted at law, all liability on the Company for indirect, consequential, punitive or special damage or loss of any kind whatsoever is excluded.
19. Subject to clause 21, the Company shall not be obliged to supply and may cancel an order for supply and thereafter shall have no liability to the Buyer in respect of its failure to supply any order if the Company is prevented or delayed in performing its obligations in respect of such order as a result of a force majeure event (which shall include accident, storm, act of God, natural disaster, fire, epidemic, pandemic, covid (or like) restrictions imposed by regulatory authorities or the impact on the Company of such restrictions, strikes, labour disputes, shortage of labour, any law, order, proclamation, regulation, demand or requirement of any government or local government agency, shortage or unavailability of raw product or transport facilities, delay in transit by third parties, electricity mechanical or communications failures, or any other causes whatsoever beyond the Company’s reasonable control). For avoidance of doubt the Company shall be deemed to have been prevented or delayed in performing its obligations, where despite performance being possible, in the Company’s reasonable opinion, as a result of the force majeure event such performance would be commercially unreasonable for it to undertake having regard to the cost and difficulty of performance, the order and its other obligations and responsibilities.
20. Where you have paid for an Order and Talleys cancels the same as a result of a force majeure event it shall refund you the amount paid by you for the Order.
21. The person/s signing this application warrants that the information supplied on this application is true and accurate as at the date on which it is given.
22. This contract is governed by the laws of New Zealand and the Buyer and guarantor/s submit to the jurisdiction of all New Zealand Courts which, unless otherwise agreed in writing, shall have exclusive jurisdiction to determine any dispute.