Terms and conditions.
Title in any Goods supplied by Raw Cakes passes to the Customer only when the Customer has made payment in full for all Goods provided by Raw Cakes and of all other sums due to Raw Cakes by the Customer on any account whatsoever. Until all sums due to Raw Cakes by the Customer have been paid in full, Raw Cakes has a security interest in all Goods.
If the Goods are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the Goods shall remain with Raw Cakes until the Customer has made payment for all Goods, and where those Goods are mixed with other property so as to be part of or a constituent of any new Goods, title to these new Goods shall be deemed to be assigned to Raw Cakes as security for the full satisfaction by the Customer of the full amount owing between Raw Cakes and the Customer.
The Customer gives irrevocable authority to Raw Cakes to enter any premises occupied by the Customer or on which Goods are situated at any reasonable time after default by the Customer or before default if Raw Cakes believes a default is likely and to remove and repossess any Goods and any other property to which Goods are attached or in which Goods are incorporated.
Raw Cakes shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in anyway whatsoever unless by statute such liability cannot be excluded. Raw Cakes may either resell any repossessed Goods and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Goods and credit the Customer’s account with the invoice value thereof less such sum as Raw Cakes reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
8.4.2. The Customer intimates that it will not pay any sum by the due date.
8.4.3. Any Goods are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Goods.
8.4.4. Any Goods in the possession of the Customer are materially damaged while any sum due from the Customer to Raw Cakes remains unpaid.
8.4.5. The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlord distains against any of the Customer’s assets.
8.4.6. A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
8.4.7. Any material adverse change in the financial position of the Customer.
If the Credit Repossession Act applies to any transaction between the Customer and Raw Cakes, the Customer has the rights provided in that Act despite anything contained in these terms and conditions of trade.
Raw Cakes Distribution Limited TERMS & CONDITIONS OF TRADE
1.1. “Raw Cakes” shall mean Raw Cakes Distribution Limited, or any agents or employees thereof.
1.2. “Customer” shall mean the client, any person acting on behalf of and with the authority of the customer, or any person purchasing goods from Raw Cakes.
1.3. “Goods” shall mean all goods, services and advice provided by Raw Cakes to the customer including without limitation the importing and wholesale supply and export of a range of goods
and all associated services and all charges, insurance charges, transport charges or any fee or charge associated with the supply of goods by Raw Cakes to the customer.
1.4. “Price” shall mean the cost of the goods as agreed between Raw Cakes and the customer subject to clause 4 of this contract.
2.1. Any instructions received by Raw Cakes from the customer for the supply of goods shall constitute a binding contract and acceptance of the terms and conditions contained herein.
3.1. The customer authorises Raw Cakes to collect, retain and use any information about the customer, or for the purpose of assessing the customer’s credit worthiness, enforcing any rights under this contract, or marketing any goods provided by Raw Cakes to any other party.
3.2. The customer authorises Raw Cakes to disclose any information obtained to any person for the purposes set out in clause 3.1.
3.3. Where the customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.
4.1. Where no price is stated in writing or agreed to orally the goods shall be deemed to be sold at the current amount as such goods are sold by Raw Cakes at the time of the contract.
4.2. The price may be increased by the amount of any reasonable increase in the cost of supply of the goods that is beyond the control of Raw Cakes between the date of the contract and
4.3. The price is inclusive of GST and freight, all of which will be an additional charge to the Customer.
5.1. Payment for goods shall be made in full within 7 days upon receipt of goods or if approved on or before the 20th day of the month following the date of the invoice (“the due date”).
5.2. Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
5.3. Any expenses, disbursements and legal costs incurred by Raw Cakes in the enforcement of any rights contained in this contract shall be paid by the customer, including any reasonable
Solicitor’s fees or debt collection agency fees.
5.4. Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
6.1. Where a quotation is given by Raw Cakes for goods:
6.1.1. The quotation shall be valid for thirty (30) days from the date of issue; and
6.1.2. The quotation shall be exclusive of Goods and Services Tax unless specifically stated to the contrary.
6.2. Where goods are required in addition to the quotation the customer agrees to pay for the additional cost of such goods.
7.1. The Goods remain at Raw Cakes’ risk until delivery to the Customer.
7.2. Delivery of Goods shall be deemed complete when Raw Cakes gives possession of the Goods directly to the Customer or possession of the Goods is given to a carrier, courier, or other
7.3. The time agreed for delivery shall not be an essential term of this contract unless the Customer gives written notice to making time of the essence.
8. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
9.1. Raw Cakes may in its discretion allocate any payment received from the Customer towards any invoice that Raw Cakes determines and may do so at the time of receipt or at any time after ward and on default by the Customer may reallocate any payments previously received and allocated. In the absence of any payment allocation by payment shall be deemed to be allocated in such manner as preserves the maximum value of Raw Cakes’ purchase money security interest in the Goods.
10.1. No claim relating to Goods will be considered unless made within seven (7) days of delivery of the Goods.
10.2. Any Goods, accepted for return, must be returned in the same condition they were purchased within seven (7) days of purchase. Return freight cost is the customers responsibility. No Goods will be accepted for return without prior approval of Raw Cakes.
10.3. Goods will only be credited when Raw Cakes sales agent/s have confirmed that they have been returned.
The Consumer Guarantees Act 1993, the Commerce Act 1986, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Raw Cakes which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on Raw Cakes, Raw Cakes’ liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
Except as otherwise provided by clause 11.1 Raw Cakes shall not be liable for:
11.2.1. Any loss or damage of any kind whatsoever including consequential loss whether suffered or incurred by the customer or another person and whether in contract, or tort, or otherwise and whether such loss or damage arises directly or indirectly from goods provided by Raw Cakes to the customer; and the customer shall indemnify Raw Cakes against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Raw Cakes or otherwise, brought by any person in connection with any matter, act, omission, or error by Raw Cakes its agents or employees in connection with the goods.
11.2.2. Raw Cakes will not be liable in any way for any direct or consequential loss arising from late delivery or failure to provide goods promptly.
12. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
12.1. If the customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for Raw Cakes agreeing to supply goods and grant credit to the customer, also sign this contract in their personal capacity and jointly and severally personally guarantee and undertake to Raw Cakes the payment of any and all other monies now or hereafter owed by the customer to Raw Cakes.
12.2. Any personal guarantee made by any party shall not exclude the customer in any way whatsoever from the liabilities and obligations contained in this contract. The guarantors and customer shall be jointly and severally liable under the terms and conditions of this contract.