VidaSpace Terms of Trade
Terms and Conditions
1.1 ‘VidaSpace’, ‘us’, ‘we’ means VidaSpace Limited us the supplier of the Goods, our agents, employees, successors or assignees.
1.2 ‘Goods’, being all goods sold by VidaSpace including but not limited to specialty Wood Flooring, Veneer Floor, Veneer Panels, Designer Walls, Bespoke and Accessories.
1.3 ‘Buyer’ ‘you’ ‘customer’ means the entity or person requesting the supply of Goods from us in writing. “Goods” shall mean all Goods (including but not limited to future goods, specific goods, and any advice or recommendations given regarding the Goods) supplied by VidaSpace to you.
1.4 ‘Price’” shall mean the cost of the Goods as determined by us and detailed to you in writing and any other amounts owing to us by you.
2.1 Headings are inserted for convenience and shall not affect the construction of this contract. The singular includes the plural and vice versa. Persons includes incorporated and unincorporated entities. Words referring to one gender include the other.
2.2 If any provision of this contract shall be invalid or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced, or impaired.
2.3 This contract shall be subject to the laws and statutes of New Zealand and subject to the jurisdiction of the court geographically closest to the physical address of VidaSpace’s Levin warehouse at 20 Roe Street, Levin.
2.4 VidaSpace may sub-contract any part of this contract. No sub-contractor has any authority to agree to any variation of this contract on behalf of VidaSpace.
2.5 VidaSpace’s failure or delay in exercising or enforcing any right it has under this contract shall not operate as a waiver of VidaSpace’s rights to exercise or enforce such rights or any other rights in the future.
2.6 VidaSpace may, at any time vary or replace these terms and conditions and it will be a condition of us continuing to supply Goods to you that you agree to these terms. Any payment you make to us after receiving any new terms from us shall be deemed acceptance of the new terms.
2.7 These terms of trade are to be read in conjunction with any quotes and invoices issued by us and
2.8 Any waiver of these terms and conditions by VidaSpace must be made in writing.
2.9 You may not assign all or any of your rights or obligations under this contract without the written permission of VidaSpace.
2.10 VidaSpace shall not be bound by any error or omission made by VidaSpace on any invoice, quotation, estimate, or any other document issued by VidaSpace.
2.11 You shall notify VidaSpace of any intention to cease trading and/or of any change in your name and/or contact details by giving at least seven (7) days’ notice in writing prior to any such events taking effect.
2.12 If the buyer is more than one person then each buyer is jointly and severally liable under this agreement with us.
2.13 VidaSpace has made every effort to ensure that all displays and photographs of their goods are true to colour including on their website and in their showrooms, however VidaSpace cannot guarantee that the product will be exactly as represented and the goods may vary slightly due to the nature of the goods and lighting in photographs and the display room, and you acknowledge that you understand this.
2.14 Due to the nature of the goods being wood based goods you accept that VidaSpace cannot guarantee:
(a) the moisture content of the goods and variation from batch to batch will occur;
(b) the profile of the goods will vary slightly from batch to batch; and
(c) the colour and consistency of the goods will vary slightly as outlined in Clause 2.13 but also due to fading over time and exposure to sunlight.
3.1 VidaSpace will use all reasonable efforts to ensure any order you place with them shall be as accurate as possible to your order request, however you acknowledge that size, weight, capacity, dimensions and measurements do fluctuate from batch to batch.
3.2 VidaSpace reserves the right to amend the specifications if required in order to deliver the goods requested by you. Where VidaSpace cannot supply the goods that you requested, they will endeavour to supply a similar good to match as closely as possible, the original good that you ordered. VidaSpace will notify you of the change and you will have the option to accept the alternate good or cancel the order. If the product is a specialty product and your choose to cancel then Vidaspace shall retain the deposit.
3.3 VidaSpace is not an installer of the goods and has no liability in relation to installation of the goods. You must organize installation and ensure that your installer follows the guidelines and instructions supplied with the goods, and you shall have no claim against VidaSpace regarding the installation.
3.4 VidaSpace shall have no responsibility for the maintenance of the goods after delivery to you. It is your responsibility to ensure they are stored properly, installed properly and maintained properly in accordance with the guidelines and instructions supplied with the goods.
- Quoting and invoicing
4.1 Where a quotation is given for the Price then:
(a) the quotation shall only be binding upon VidaSpace for thirty (30) days from the date of issue; and
(b) where Goods are required in addition to the quotation then You agree to pay the additional Price of such Goods; and
(c) VidaSpace reserves the right to amend the quotation in the event of circumstances beyond VidaSpace’s control.
4.2 Where no quote is given the Price shall be:
(a) as shown on VidaSpace’s invoice, or
(b) in respect of Goods, which has not been set pursuant to Clause 4.1, 4.2 (a) or otherwise agreed in writing, a reasonable price for such Goods.
4.3 Unless otherwise agreed, no allowance has been made in the Price for the deduction of retentions.
4.4 Unless otherwise agreed the Price is exclusive of Goods and Services Tax, and any other applicable taxes, duties, charges and costs payable by you in addition to the Price.
4.5 The Prices quoted by VidaSpace shall only apply to the manufacture and/or supply of the specific Goods as itemised or specified in the quotation or invoice. Any additional Goods outside the scope of the Goods itemised in the quotation or invoice, requested by you, will be subject to a variation, and will be charged at VidaSpace’s standard prices and/or rates prevailing at the time of supply.
- Retention of Title
4.1 Title will not pass to you, but will remain with VidaSpace, whether in their original form or incorporated in, commingled with or attached to another product, until payment in full of the Price.
4.2 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such instrument is paid in full.
4.3 Until title passes to you, you shall hold any goods and proceeds of all kinds in trust in a fiduciary capacity for us as bailee, and store and sell them in a manner to enable them to be identified and cross referenced to particular invoices.
4.4 Unless otherwise notified in writing, where goods are sold to you as inventory or otherwise for resupply (including by way of attachment to or incorporation into manufactured or assembled goods) you are authorised to sell the goods in the ordinary course of your business, but you must hold any accounts receivable or other proceeds for our benefit. If you use any money proceeds to purchase replacement inventory, whether from us or from a third party, you hold that replacement inventory and its proceeds as collateral for our benefit until all sums owing to us are paid.
4.5 Where you have not paid for the goods, and we reasonably believe that the goods have been or will be destroyed, damaged, disposed of, sold endangered, disassembled, removed, or concealed or that you are or will be in breach of any part of this agreement, we or our agent may enter your premises without further notice to you or any other person, to remove any goods which are our property, including goods which are incorporated into any other goods, using such force as is necessary and without prejudice to any of our other rights.
5.0 Security interests
5.1 If we already have a perfected security interest in the goods we supply to you together with their proceeds, that security interest is continued under these terms of trade. Otherwise, you grant us a security interest in the goods that we supply to you. Our security interest covers the goods together with proceeds of all kinds, to the value of all goods that we have supplied to you whether or not these goods have become accessions to other goods or processed or commingled into or mixed with other goods. The goods subject to the security interest will be described on our invoices. Where goods that we supply to you have become mixed with other similar goods supplied by other persons, you grant us a security interest in the mixed goods to the value of the goods in the mixture that we have supplied to you but which have not yet been paid for.
5.2 You agree that you will do all acts necessary and provide us on request all information we require to register a financing statement over the goods and their proceeds of all kinds. You waive all rights to receive a copy of any verification statement of a financing statement.
5.3 You must advise us immediately in writing of any changes to information you have provided to us, and at least 12 business days before changing your name, your company or your trading name.
5.4 You agree that you will supply us, within 2 business days of our written request, with copies of all security interests registered over your personal property, and you authorise us as your agent to request information from any secured party relating to any security interest which is held in any personal property which is or has been in your possession or control.
5.5 You must reimburse us our reasonable costs, including legal costs on a solicitor client basis, associated with the discharge or amendment of any financing statement registered by us, whether or not the change was initiated by you.
5.6 If we repossess goods under this agreement, we may retain those goods or dispose of them without notice to you or any other person, and, after deducting reasonable costs of sale, we will credit any surplus by way of setoff against any sums owing to us. We shall not be obliged to furnish you with a statement of account or to pay any person other than you or your receiver or liquidator any sum in excess of the total amount you owe us at the time we credit your account. We will not be obliged to reinstate this agreement or resupply any repossessed inventory or equipment to you.
5.7 You authorise us to search the Personal Property Securities Register at any time for any information about you or (if you are a company) your parent or associated companies.
6.1 Quotes available for acceptance pursuant to clause 4.1 (a) must be accepted in writing. Invoices must be accepted in writing. VidaSpace is entitled to rely on your written acceptance and is not required to investigate whether the person accepting on behalf of you has authority to do so.
6.2 These terms and conditions along with invoices, the terms and conditions of our credit application, quotations, estimates, order forms, or any other documents issued by VidaSpace together with any written variations issued by VidaSpace pursuant to clause 2.6, form the contract between you and VidaSpace.
6.3 VidaSpace shall only supply Goods subject to VidaSpace’s these terms and conditions, and those documents listed in 6.2 and no other terms and conditions of trade relating to you and/or any other entity shall over-ride VidaSpace’s terms and conditions, unless agreed otherwise in writing.
7.1 If VidaSpace agrees in writing you may open an account with VidaSpace. This shall be at VidaSpace’s sole discretion. Payment of all outstanding invoices and any other costs incurred by you is due on the 20th of the month following issue of our invoice to you. Our account terms and conditions shall also apply.
7.2 If you do not have an account with us then Goods will not be released by us for delivery until you have paid the Price in full in advance. Once we have received your payment in full we will arrange for delivery pursuant to clause 8.
7.3 Where we order specialized products for you, we will require you to pay a 50% deposit to us on placement of your order with the remaining 50% due when the goods are ready for delivery to you. Where goods are ordered in specially for you we are unable to cancel your order and you will be liable to pay the full amount to us once the product is available.
7.4 You will pay pursuant to clause 7 all moneys due and owing to us promptly on the due date as detailed in our invoice or quote. We reserve the right to cancel any orders where you have failed to pay on time. Where we have ordered product for you and are unable to cancel you will be responsible for completing payment for the product.
7.5 If you default on any payment due and owing to us without prejudice to any other rights or remedies we have against you, you agree to pay:
- All our costs including but not limited to collection agency fees, legal fees, and any other costs incurred by us in pursuing any amounts due to us.
- We shall be entitled to charge interest on any overdue amounts at the end of each month in which you are in arrears at the rate of 2% per month
- We shall also be entitled to charge a monthly administration fee of $25.00 payable on the last day of each month the account is in arrears.
7.6 Any unpaid accounts will be referred to our debt collection agency.
7.7 Unless VidaSpace specifies otherwise, payment shall be by way of irreversible bank transfer or cash.
7.8 All payments by you must be made in full and without any retentions, or, deductions, or, right of set-off or counterclaim. You agree, however, that any monies that VidaSpace may owe you on any account whatsoever may, at VidaSpace’s option, be set-off against payments due by you to VidaSpace.
- Delivery and Risk
8.1 Delivery of the Goods shall be deemed to be completed when:
(a) VidaSpace gives possession of the Goods directly to you, or
(b) possession of the Goods is given to a carrier, courier or other bailee for the purpose of transmission to you; or
(c) You have requested the Goods be stored at our warehouse facility under clause 8.4.
8.2 Unloading for Goods is at your risk irrespective of the delivery location.
8.3 The costs of delivery shall be in addition to the Price.
8.4 Where you do not take delivery of the Goods by the delivery date specified you shall either:
(a) pay a redelivery fee; and/or
(b) pay storage costs at our current storage rate until such time as you accept the Goods.
(c) Our current storage rate is the first 90 days at no charge and thereafter $18 per pallet per week excluding GST to be added to our invoice and paid before delivery. This rate is subject to change and for the most update to date rate you should enquire with us.
(d) In circumstances where you have paid for your Goods in full but have not taken delivery and the Goods have remained at our storage facility for more than six months we reserve our right to redeliver the Goods to the address listed on your credit application at your risk and expense.
(e) Storage with Vidaspace in our warehouse is at our sole discretion and we may refuse to storage your Goods.
8.5 The time agreed for delivery (if any) shall not be an essential term of this agreement unless the parties agree otherwise in writing to make time of the essence.
8.6 Risk in the Goods shall pass from VidaSpace to you upon delivery of the Goods in accordance with clause 8.
8.7 You shall keep the Goods insured against fire, accident, theft and other risk as VidaSpace may require in the names of VidaSpace and you for their respective rights and interests as well as providing for payment of policy proceeds to VidaSpace until such time as payment is made in full and title in the Goods has passed to You.
8.8 VidaSpace reserves the right to claim insurance proceeds direct.
8.9 Any dates quotes for delivery are approximate only and the time of delivery is not of the essence. VidaSpace shall not be responsible for any delay in delivery of the goods that is outside VidaSpace’s control or your failure to supply VidaSpace with adequate delivery instructions
8.10 VidaSpace may deliver the goods by instalment which shall be invoiced and paid for separately, pursuant to Clause 7. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
9.1 Certain goods benefit from a manufacturers guarantee, a copy of this shall be provided with the goods on delivery. For those goods which did not come with a manufacturers guarantee, VidaSpace provides a warranty that the goods are free from material defect and design, conform in all material respects with their description, and are fit for purpose, and will remain so for the following applicable warranty period of 12 months.
9.2 You are entitled to make a claim on your warranty provided you do so within twelve (12) months of delivery. You must give VidaSpace notice in writing of any warranty claim together with images. We may request to examine the goods in person. We also may request you to return the goods to us at your cost, so that your claim can be investigated.
9.3 VidaSpace shall not be liable for goods that fail to comply with the warranty set out above in any of the following events:
(a) You continue to use the goods after notifying us of a warranty issue;
(b) You use the goods for other than their intended purpose;
(c) You fail to follow the supplied manufacturers guidelines together with any oral or written instructions that we have given to you;
(d) You fail to have the goods installed correctly by an appropriate installer;
(e) You fail to protect and maintain the goods in accordance with the guidelines supplied to you;
(f) The defect arises due to the specifications that you provided;
(g) You have engaged a third party to alter or repair the goods without our written consent or knowledge;
(h) The defect arises from fair wear and tear, willful damage, negligence or abnormal storage or working conditions, or negligence by you, or any third party;
(i) The goods supplied differ from the specifications because changes that you made during the ordering process.
9.4 Except as provided in this Clause, VidaSpace shall have no other liability to you in respect of the goods failure to comply with the warranties, and these warranties apply to any repaired or replacement goods supplied by VidaSpace.
- Defects, Shortages and Returns
10.1 Any claim by You as to incorrect performance or breach of this contract must be made to VidaSpace in writing within seven (7) days of completion and/or delivery (time being of the essence) of the Goods, otherwise VidaSpace shall be entitled to presume that the Goods have been delivered and/or completed in good order and without defect or shortage in quantity.
10.2 No claims for your loss of Goods will be recognised by VidaSpace.
10.3 Invoice numbers must be quoted by you when making a claim and no claim will be allowed in excess of the invoiced value of the Goods supplied.
10.4 VidaSpace will not accept any returns of, non-standard Goods, and/or “Special” Goods undertaken to your own specifications of size and/or composition.
10.5 VidaSpace may accept returns of standard Goods (at your cost) for credit. This will be subject to you advising VidaSpace within seven (7) days and may be subject to a 20% re-stocking fee, plus any applicable freight charges, and at the sole discretion of VidaSpace.
11.1 VidaSpace may cancel the contract at any given time by notice in written sent to the email or physical address you gave us when you placed your order. You will be notified of such cancellation in writing.
11.2 VidaSpace shall not be liable for any loss or damage whatsoever arising from such cancellation.
11.3 If you serve VidaSpace with a cancellation notice at any time, you shall be liable for the full costs of the Goods provided by VidaSpace, including any Goods ordered and/or purchased, up to the date of cancellation.
- Compliance with Laws and Acts
12.1 You and VidaSpace shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Goods. If and where applicable, this shall include and not be limited to, The Contract and Commercial Law Act 2017
- Privacy Act 1993 / Privacy Code 2004
13.1 VidaSpace shall comply with the Privacy Principles, Rules 1 to 12, of the credit reporting Privacy Code 2004, and you acknowledges that personal information collected or held by VidaSpace is provided and may be held, used and disclosed for the following purposes:
(a) administering, whether directly or indirectly, VidaSpace’s contracts and enforcing VidaSpace’s rights there under; and
(b) marketing Goods provided by VidaSpace; and
(c) ascertaining at any time You’s creditworthiness and obtaining at any time credit reports, character references or credit statements; and
(d) enabling VidaSpace to notify any credit agency of any application for credit or default on any obligation of You to VidaSpace and enabling VidaSpace to provide such personal information to any credit agency so such credit agency can maintain correct accounting records; and
(d) enabling VidaSpace to communicate with You for any purpose.
13.2 Where You and/or Guarantors are an individual the authorities under clause 13.1 are authorities or consents for the purposes of the Privacy Act 1993. You have the right under the Privacy Act 1993 to obtain access to and to request correction of any personal information concerning it held by VidaSpace.
- Limitation of Liabilities
14.1 VidaSpace shall not be liable to you, or to any other person, for any loss or damage either:
(a) caused by any delay in delivery however that delay is caused; or
(b) arising directly or indirectly from the Goods or their use.
VidaSpace shall not be liable for any consequential, indirect or special damages or loss of any kind suffered by you or any other person caused by any breach by VidaSpace of any of VidaSpace’s obligations under this contract.
14.2 If VidaSpace is ever liable to you, or any other person, and VidaSpace cannot rely on the exclusions or representations, warranties, or liabilities set out in these terms and conditions then VidaSpace’s liability is in all cases shall be limited to the Price of the Goods supplied.
15.1 All copyright, patent and intellectual property of any designs, drawings, specifications, sketches, or samples provided by VidaSpace shall remain the property of VidaSpace and shall only be used by You for the use for which they were intended or supplied.
15.2 Where VidaSpace has followed a design or instruction furnished by, or given by You, then You shall indemnify VidaSpace against all damages, penalties, costs and expenses of VidaSpace or in respect of which VidaSpace may become liable through any work required to be done in accordance with such instructions involving an infringement of a patent, trademark, registered design or common law right.
16.1 Any and all disputes arising between the parties under this contract will be referred to a single arbitrator to be mutually agreed upon by the parties (or failing such agreement as appointed by the Arbitrators Institute of New Zealand Council). Any determination of such arbitrator shall be final and binding on the parties and not subject to review.
- Force Majeure
17.1 Notwithstanding anything in the contract, if VidaSpace shall fail to perform any obligation hereby imposed upon it, and such failure shall be caused by Acts of God, Strikes, Earthquakes, Floods, or any act of Government or any other cause beyond the reasonable control of VidaSpace, then VidaSpace shall be exempt from all liability to the extent due to or arising from such failure.