1. GENERAL
“Customer” means the person, firm or company purchasing Goods and/or Services
from Bruntwood Lane;
“Contract” means any agreement between Bruntwood Lane and the Customer for the
purchase of Goods and/or provision of Services by Bruntwood Lane;
“Goods” means products manufactured or supplied by Bruntwood Lane and
purchased by the Customer on the terms of this Contract;
“Bruntwood Lane” means Bruntwood Lane Limited;
“Personnel” means Bruntwood Lane’s employees, directors, agents, consultants or
subcontractors.
“PPSA” means Personal Property Securities Act 1999;
“CGA” means Consumer Guarantees Act 1993;
“Services” means the services to be supplied by Bruntwood Lane under or in relation
to the Contract.
Headings do not affect the interpretation of these Conditions.
2. MAKING THE CONTRACT
2.1 Any written quotation, estimate or advertised price for Goods shall be an
invitation to treat, and no binding Contract shall be formed until Bruntwood Lane sends
a written acknowledgment of order or (if earlier) delivers the Goods to the Customer, at
which point the Contract is formed. If Bruntwood Lane does not send a written
acknowledgment, these Conditions, provided the Customer had prior notice of them,
will nonetheless apply.
2.2 Acceptance of any order is at the sole discretion of Bruntwood Lane. Bruntwood
Lane may decline any order if the Customer has not been approved through its credit
application process or if credit terms have been varied or withdrawn.
2.3 Any quotation is given subject to these Conditions and is valid for 30 days from
its date, unless otherwise stated by Bruntwood Lane.
2.4 Unless expressly agreed in writing and signed by two authorised representatives
of Bruntwood Lane, these Conditions exclude all other terms, including those
submitted by the Customer.
2.5 These Conditions prevail unless amended in writing by two authorised
representatives of Bruntwood Lane.
3. DESCRIPTION OF GOODS
3.1 The quantity, quality, description or specification of the Goods shall be as set out
in Bruntwood Lane’s acknowledgment of order or, in its absence, its quotation.
3.2 All descriptive matter, illustrations or advertising issued by Bruntwood Lane are
intended only as a general guide and do not form part of the Contract unless expressly
incorporated in writing.
3.3 Bruntwood Lane reserves the right to make changes to specifications required to
comply with any applicable national laws or safety regulations or which do not
materially affect quality or performance.
3.4 No statement or recommendation (including verbal) shall vary these Conditions
unless agreed in writing in accordance with 2.5 above.
4. PRICE
4.1 Subject to section 4.2 below, the price payable for Goods and/or Services shall,
unless otherwise stated by Bruntwood Lane in writing and agreed on its behalf, be the
list price of Bruntwood Lane current at the date of despatch and, in the case of an order
for delivery by instalments, the price payable for each instalment shall be Bruntwood
Lane’s current list price at the date of the despatch of each instalment.
4.2 Unless otherwise agreed, prices may be adjusted to account for changes in law,
inflation, exchange rates, raw material costs or other costs incurred after quotation.
4.3 All prices are exclusive of Goods and Services Tax as that term is defined in the
Goods and Services Tax Act 1985 (‘GST’) or other taxes and applicable duties payable
on the Goods supplied, freight costs, insurance charges and maintenance costs. The
Buyer shall be liable for all such taxes or charges as appropriate.
4.4 Bruntwood Lane shall be entitled to invoice the Buyer by post, by courier or email
for the price of the Goods and/or Services in New Zealand Dollars.
4.5 Bruntwood Lane has the right to invoice the Buyer for the costs of any packaging,
transportation of the Goods or any additional costs resulting from any other alteration
made by or requested in written form by the Buyer on or at the time of delivery or upon
notification by Bruntwood Lane that the Goods are awaiting collection. Any such
additional costs may be invoiced by Bruntwood Lane in New Zealand Dollars.
5. CARRIAGE AND INSURANCE
5.1 Freight may be arranged by either party in accordance with Incoterms 2020 or
such other Incoterms as may be agreed in writing.
5.2 Bruntwood Lane delivers only within New Zealand and Australia, and has no
obligation to arrange export/import licences unless agreed in writing.
6. ADDITIONAL COSTS
6.1 The Buyer agrees to pay for any loss or extra costs above the quoted price for the
Goods or Services which are directly or indirectly incurred by Bruntwood Lane through
the Buyer’s instructions or lack of instruction or through failure or delay in taking
delivery or through any act or default on the part of the Buyer, its servants or agents.
7. TERMS OF PAYMENT
7.1 Unless agreed otherwise in writing, all payments due under any Contract must
be made by the Buyer on the 20th of the month following the date of invoice sent by
Bruntwood Lane to the address provided by the Buyer.
7.2 The Buyer shall not be entitled to exercise any set off, lien or any other similar
right or claim unless the Buyer has a valid court order requiring an amount equal to such
deduction to be paid by Bruntwood Lane to the Buyer. Bruntwood Lane may set off any
claim of any kind whatsoever which the Buyer may have against Bruntwood Lane under
the Contract or any other contract or otherwise howsoever against any sum which
would otherwise be due from the Buyer to Bruntwood Lane under the Contract or any
other contract otherwise howsoever.
7.3 If the Goods or Services are delivered / provided in instalments, Bruntwood Lane
shall be entitled to invoice each instalment as and when delivery thereof has been
made and payment shall be due in accordance with section 7.1 above in respect of
each invoice.
7.4 Failure to pay or to arrange delivery will render all goods or Services already
supplied due and payable immediately.
7.5 Prompt payment is a condition precedent for further deliveries.
7.6 Unless otherwise agreed in writing between the parties, Bruntwood Lane is
entitled to charge and to be paid interest at 4% above the current Official Cash Rate
(OCR) on any unpaid invoices and/or any other overdue payments due from the Buyer.
8. DELIVERY OF GOODS
8.1 Delivery times are calculated from receipt of Customer’s order or any necessary
information and are estimates only. Time for delivery is not of the essence.
8.2 Unless agreed otherwise in writing, all times or dates given for delivery of the
Goods are given in good faith and time for delivery shall not be of the essence. To the
maximum extent permitted by law, Bruntwood Lane shall not be liable for any loss,
costs, damages, charges, or expenses caused directly or indirectly by any delay in the
delivery of the Goods.
8.3 Claims for non-delivery, loss or damage must be notified in writing within:
• Immediately, if damage occurred in transit (with note on consignment note);
• 3 business days for defective, missing or damaged Goods.
8.4 If no such notice is received within the specified period, the Goods are deemed
accepted and compliant.
8.5 Claims for incorrect quantity or discrepancies must be made within 48 hours of
delivery.
8.6 If the Customer is unable to take delivery when notified that the Goods are ready,
Bruntwood Lane may store the Goods at the Customer’s risk and cost.
8.7 Bruntwood Lane shall have the right to make delivery by instalments of such
quantities of the Goods and at such intervals as it may decide. Any defect in any
instalment shall not be a ground for cancellation of the remainder of the instalments
and the Buyer shall be bound to accept further deliveries thereof.
9. RETURNS AND CANCELLATIONS
9.1 Subject to section 8.3 above, for Goods to be returned, the Buyer shall contact
Bruntwood Lane by e-mail at admin@bruntwoodlane.com. In these circumstances and
to the extent permitted by law:
9.1.1 Goods must be unused items in original packaging and in unbroken quantities
and in as-new condition to qualify for return;
9.1.2 Goods subject to a shelf-life expiry date, special order products, chemical
products with temperature sensitive properties and discontinued items shall not be
accepted for return;
9.1.3 Goods shall be subject to Bruntwood Lane’s approval, inspection and
acceptance on return;
9.1.4 Goods returned are subject to a pick-up fee if Bruntwood Lane organises the
returns delivery on behalf of the customer;
9.1.5 Goods returned may be subjected to a re-stocking fee if extra-handling is
required for voluminous orders; and
9.1.6 Financial Credit once released back to the Buyer will exclude the initial freight
charge which was applied for the outbound delivery.
10. PASSING OF TITLE AND RISK
10.1 The risk shall pass in accordance with the applicable Incoterms 2020.
10.2 Title to the Goods shall not pass to the Buyer until Bruntwood Lane has
received in full (in cash or cleared funds) all sums due to it in respect of:
10.2.1 the Goods; and
10.2.2 all other sums which are or which become due to Bruntwood Lane from the
Buyer on any account.
10.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
10.3.1 hold the Goods on a fiduciary basis as Bruntwood Lane’s bailee;
10.3.2 store the Goods (at no cost to Bruntwood Lane) separately from all other
goods of the Buyer or any third party in such a way that they remain readily identifiable
as Bruntwood Lane’s property;
10.3.3 not destroy, deface or obscure any identifying mark or packaging on or
relating to the Goods; and
10.3.4 maintain the Goods in satisfactory condition and keep them insured on
Bruntwood Lane’s behalf for their full price against all risks to the reasonable
satisfaction of Bruntwood Lane.
10.4 The Buyer may use the Goods in the ordinary course of the Buyer’s business
before ownership has passed to it.
10.5 The Buyer’s right to possession of the Goods shall terminate immediately
upon the occurrence of any of the events specified in sections 16.1.2 to 16.1.6 below.
10.6 Bruntwood Lane shall be entitled to recover payment for the Goods
notwithstanding that ownership of any of the Goods has not passed from Bruntwood
Lane.
10.7 The Buyer acknowledges that Bruntwood Lane shall have the right to intercept
and repossess Goods in transit where the Buyer’s right to possession has terminated.
10.8 Where Bruntwood Lane is unable to determine whether any Goods are the
goods in respect of which the Buyer’s right to possession has terminated, the Buyer
shall be deemed to have sold all goods of the kind sold by Bruntwood Lane to the Buyer
in the order in which they were invoiced to the Buyer.
10.9 On termination of the Contract, howsoever caused, Bruntwood Lane’s (but
not the Buyer’s) rights contained in this section 10 shall remain in effect. Bruntwood
Lane’s rights and remedies set out in this section 10 are in addition to and shall not in
any way prejudice, limit or restrict any of Bruntwood Lane’s other rights or remedies
under the Contract or in law.
11. SUPPLY OF SERVICES
11.1 Where agreed, Services shall be performed with reasonable skill and care.
11.2 Performance dates are estimates only and time is not of the essence.
11.3 If Services are performed at the Customer’s premises, the Customer must
provide safe access, necessary consents, utilities, and storage.
11.4 Services are deemed complete on written notice of completion or if delay is
caused by Customer’s non-cooperation.
12. WARRANTIES
12.1 Where these Conditions would otherwise be subject to the CGA and the Buyer is
acquiring the Goods for business purposes as defined in the CGA, the Buyer agrees that
it is fair and reasonable for the CGA not to apply to Goods purchased from Bruntwood
Lane, and therefore to the maximum extent permitted by law, the CGA will not apply to
the supply of the Goods to the Buyer.
12.2 Where the Buyer supplies Goods to one of its customers and the supply of the
Goods to that customer would otherwise be subject to the CGA, and the customer
acquires or holds itself out as acquiring the Goods for business purposes as defined in
the CGA, then the Buyer undertakes to procure the written agreement of the customer
that to the maximum extent permitted by law, the CGA will not apply to the supply to the
customer. To the maximum extent permitted by law, the Buyer shall indemnify
Bruntwood Lane for any costs and liabilities Bruntwood Lane may incur as a result of
the Buyer breaching this section 12.2.
12.3 Where no separate written warranty is offered, any claim of defect must be made
within 12 months of delivery. Bruntwood Lane’s liability is limited to repair, replacement,
or credit at its discretion.
12.4 Any replacement or repaired Goods are warranted for a further 12 months from
date of replacement, but in no case beyond 24 months from original delivery.
12.5 Bruntwood Lane is not liable for defects arising from Customer-supplied
specifications, misuse, improper storage, fair wear and tear, or modifications. The
Customer indemnifies Bruntwood Lane for any third-party claims arising from such
defects.
12.6 Except as expressly set out, all warranties or conditions are excluded to the
maximum extent permitted by law.
13. CUSTOMER’S RESPONSIBILITY
13.1 The Customer is responsible for determining the suitability of Goods for their
purposes, including compliance with any applicable legislation.
13.2 Any advice provided by Bruntwood Lane about Goods is given in good faith but
acted on at the Customer’s own risk.
13.3 The Customer must ensure proper storage, handling, use, and training regarding
the Goods and comply with all relevant regulations.
14. LIMITATION OF LIABILITY
14.1 Subject to 14.4, Bruntwood Lane’s liability (including negligence) is limited to the
invoice price charged under the Contract.
14.2 Bruntwood Lane is not liable for indirect, economic, or consequential loss
including loss of profit or goodwill.
14.3 SUBJECT TO THE FOREGOING, BRUNTWOOD LANE’S TOTAL LIABILITY
(WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, MISREPRESENTATION
OR OTHERWISE) UNDER OR IN CONNECTION WITH THE PERFORMANCE, BREACH
OF STATUTORY DUTY OR CONTEMPLATED PERFORMANCE OF ANY CONTRACT, OR
BASED ON ANY CLAIM FOR CONTRIBUTION OR INDEMNITY, SHALL NOT EXCEED A
SUM EQUAL TO THE INVOICE PRICE UNDER THE CONTRACT.
15. BUYER’S INDEMNITY
15.1 The Buyer indemnifies Bruntwood Lane against all liabilities arising from breach
of the Contract or applicable law.
15.2 Where Goods supplied by Bruntwood Lane are used by a third party in a manner
not previously agreed in writing by Bruntwood Lane to be suitable, or in a manner not in
accordance with these Conditions, including (but not limited to) section 13.3,
Bruntwood Lane shall not be liable for any costs, loss, damage, liability or expenses
suffered or incurred by the Buyer or any third party arising directly or indirectly from or in
respect of such Goods or such use (including for loss of revenue, profits, production,
opportunity, business, goodwill and/or of any contract) and the Buyer shall indemnify
and keep indemnified Bruntwood Lane from and against all such costs, loss, damage,
liability or expenses suffered or incurred by Bruntwood Lane as a result of any claim or
demand in respect thereof by any third party.
16. DEFAULT OR INSOLVENCY OF CUSTOMER
16.1 If the Customer breaches any obligation, becomes insolvent, or is subject to
enforcement action, Bruntwood Lane may suspend or terminate supply immediately.
Customer must cover all associated enforcement costs.
17. INTELLECTUAL PROPERTY
17.1 Any intellectual property created by Bruntwood Lane in the course of the
performance of the Contract or otherwise in the design, manufacture or supply of or
otherwise in relation to the Goods or the provision of the Services shall remain the
property of Bruntwood Lane. Nothing in these Conditions shall be deemed to have given
the Buyer a licence or any other right to use any of the intellectual property of
Bruntwood Lane.
17.2 The Customer must not rebrand or modify any Goods unless expressly
authorised by Bruntwood Lane under a written private label agreement.
18. FORCE MAJEURE
18.1 Bruntwood Lane is not liable for failure or delay caused by circumstances
beyond its control, including raw material shortages, supply chain disruption,
epidemics or transport delays.
18.2 Bruntwood Lane may substitute materials or components with functionally
equivalent alternatives where necessary.
19. EXPORT / IMPORT CONTROLS
19.1 If the delivery of Goods under a Contract is subject to the granting of an export or
import license by a government or any governmental authority under any applicable law
or regulation, or otherwise restricted or prohibited due to export or import control laws
or regulations, Bruntwood Lane may suspend its obligations and the Buyer’s rights
regarding such delivery under the Contract until such license is granted or for the
duration of such restriction and/or prohibition, respectively, and Bruntwood Lane may
terminate the Contract, without incurring any liability towards the Buyer.
19.2 By accepting Bruntwood Lane’s offer, by entering into any Contract and/or by
accepting any Goods from Bruntwood Lane, the Buyer agrees that it will not deal with
the Goods and/or documentation related thereto in violation of any applicable export or
import control laws and regulations.
20. NOTICES
20.1 Notices to Bruntwood Lane must be sent to its registered office; notices to the
Customer to the address provided. Postal notices are deemed served after 7 days;
email notices when available in the inbox and confirmed.
21. WAIVER
21.1 The waiver by Bruntwood Lane of any right or the failure by Bruntwood Lane to
exercise any right or to insist on the strict performance of any provision of this Contract
shall not operate as a waiver of, or preclude any further exercise or enforcement of any
other right or provision of this Contract.
22. SEVERABILITY
22.1 If one or more of the provisions of these Conditions or the Contract are or will
become invalid or unenforceable, or if one or more of the provisions of these Conditions
or the Contract are or will become incomplete, the other provisions of these Conditions
and the Contract will remain valid without limitation, save that the main obligations of
the parties hereunder remain unaffected. Each invalid or unenforceable provision shall
be replaced or completed by a valid and enforceable provision in such a way that the
new provision closely reflects the legal and economic effects the parties have
concurrently aimed at in the invalid or unenforceable provision.
23. THIRD-PARTY RIGHTS
23.1 A person who is not a party to this Contract has no right to enforce any term of
this Contract.
24. ASSIGNMENT
24.1 The Buyer may not assign, transfer, sub-contract or in any way dispose of its
rights or obligations under this Contract without the prior written consent of Bruntwood
Lane.
25. CONFIDENTIALITY
25.1 Confidential information of Bruntwood Lane shall not be disclosed or used by
the Customer except as necessary for performance of the Contract or as required by
law.
26. ENTIRE AGREEMENT
26.1 This Contract constitutes the entire agreement between the parties, superseding
all prior agreements and representations.
27. CHOICE OF LAW AND DISPUTE RESOLUTION
27.1 These Conditions are governed by New Zealand law. The UN Convention on
Contracts for the International Sale of Goods is excluded.
27.2 The parties submit to the exclusive jurisdiction of New Zealand courts.