Wholesale terms and conditions

Wholesale Terms and Conditions of Sale 

1. Terms of contract
1.1 By requesting Close to the Heart Ltd to supply Goods to you, you acknowledge and agree (or you are deemed to acknowledge and agree) to these Wholesale Terms and Conditions.

2. Price
2.1 The price for the Goods will be either as quoted to you in writing or, if no written quote is provided, at Close to the Heart’s standard charges applying at the time.

2.2 GST will be payable on Goods sold within New Zealand.

2.3 Once you submit an order and pay the required 50% deposit, it cannot be refunded. Any variation to any order must be agreed in writing. The price may alter as a result of any variation and you agree to pay any increase.

2.4 The Goods must be on-sold at the recommended retail price (as notified to you in writing by Close to the Heart from time to time) unless the Goods are advertised as being “on sale” or the equivalent.

3. Payment
3.1 Unless otherwise agreed in writing, payment for the Goods shall be made in two 50% instalments. The first 50% instalment is at the time of placing the order and cannot be refunded. The second 50% instalment is required for the Goods to be dispatched from Close to the Heart distribution centre.

3.2 The Goods will remain the property of Close to the Heart until full payment has been made and will not be dispatched until received.

3.3 Shipping costs will be passed on at direct cost and invoiced separately from all orders.

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 Close to the Heart.

5.  Shipping and risk
5.1 For orders within New Zealand: unless otherwise agreed in writing, Close to the Heart shall arrange delivery of the Goods to you and you will be responsible for the costs associated with delivery. While the delivery service utilised by Close to the Heart may include insurance for the Goods during transit, Close to the Heart 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. Risk in respect of the Goods shall pass to you when the Goods are delivered to the carrier.

6. Samples and images
6.1 Unless otherwise expressed in writing, Close to the Heart does not warrant that the quality, weight, designs or colour of the Goods corresponds to any specific description, image or sample.

7. Acceptance and cancellation of orders
7.1 Close to the Heart may refuse to accept or cancel any order or delivery of Goods at any time by giving written notice to you. Close to the Heart shall not be liable for any loss or damage whatever arising from such cancellation.

8. Force Majeure
8.1 Close to the Heart will not be liable for any failure to perform or delay in performance of its obligations under these terms caused by a Force Majeure beyond its reasonable control.

9. Liability
9.1 Close to the Heart shall not be liable:
1) where you have altered or modified the Goods, misapplied the Goods or have subjected them to unusual or non-recommended use or handling;
2) for defects in any Goods manufactured by any Third Party;
3) for loss or damages caused wholly or partly by any factors beyond our control, including, without limitation, any loss resulting from a delay in production or supply of the Goods;
4) for any indirect or consequential loss of any kind.

9.2 Without limiting clause 9.1 above, Close to the Heart’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 and in no circumstances will Close to the Heart be liable where notice of a claim is not provided within 10 working days of delivery of the Goods.

10. Intellectual property
10.1 All Intellectual Property rights and interests owned or used by Close to the Heart in connection with its business belong to or are licensed to Close to the Heart. You may not use any of the Intellectual Property without the written permission of Close to the Heart, except as otherwise provided for in clauses 10.2 to 10.3.

10.2 You undertake to use the Brand Name and, if required by Close to the Heart, Logo when advertising Goods supplied by Close to the Heart and anywhere where the Goods are described or named including on websites, labels and invoices.

10.3 Close to the Heart grants you a personal, non-exclusive, non-transferable, and non-assignable license to use the Close to the Heart 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 Close to the Heart.

10.5 You must obtain Close to the Heart’s prior written approval of the manner in which you intend to use the Brand Name and (if applicable) Logo.
10.6 The licence in clause 10.3 may be revoked by Close to the Heart by written notice to you.

11. Amendments
11.1 These terms and conditions may be amended or replaced from time to time by Close to the Heart. Any order placed after such amendment is made and placed on this website will represent an agreement by you to be bound by the amended terms and conditions.

 12. Termination
12.1 Close to the Heart may terminate this agreement with immediate effect by giving written notice to you if:
1) you have failed to comply with a written notice given by Close to the Heart specifying a breach of the agreement and requiring you to remedy it within 14 days; or
2) being an individual, you are made bankrupt; or
3) being a company, you are placed in liquidation or receivership.

12.2 On termination Close to the Heart 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 Close to the Heart.

14. Governing law
14.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of New Zealand. The Courts of New Zealand have exclusive jurisdiction to hear and determine any matter, which may arise out of or in connection with these Terms and Conditions.

15. Severability
15.1 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.

16. Interpretation

• “Brand Name” means “Close to the Heart” or any other brand name as notified in writing by Close to the Heart from time to time
• “Force Majeure” means any of the following events or occurrences and the effects thereof: 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.
• “Goods” means any goods supplied by Close to the Heart from time to time, including (but not limited to) breastfeeding clothing.
• “Intellectual Property” means the content and design of all products and branding, including without limitation, trademarks, copyrights, registered designs, symbols and logos.
• “Close to the Heart” means Close to the Heart Limited trading as “Close to the Heart”.
• “Logo” means the stylised depiction of the Brand Name as it appears on the website closetotheheart.co.nz or any other logo as notified in writing by Close to the Heart from time to time.
• “Third Party” means any party, other than Close to the Heart, including suppliers or manufacturers of the Goods.
• “You” means the account holder who places the order for Goods subject to these terms and conditions.