TERMS & CONDITIONS
1.1 “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
1.2 “Pure Heart Aotearoa” means Pure Heart Aotearoa, its successors and assigns or any person acting on behalf of and with the authority of Pure Heart Aotearoa.
1.3 “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting Pure Heart Aotearoa to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and: (a) if there is more than one Client, is a reference to each Client jointly and severally; and (b) if the Client is a partnership, it shall bind each partner jointly and severally; and (c) if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and (d) includes the Client’s executors, administrators, successors and permitted assigns.
1.4 “Goods” means all Goods or Services supplied by Pure Heart Aotearoa to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.5 “Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, knowhow, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Instagram details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.
1.6 “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including personal information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when ordering from the website, then the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to ordering Goods via the website.
1.7 “Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between Pure Heart Aotearoa and the Client in accordance with clause 7 below.
2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts Delivery of the Goods.
2.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
2.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
2.4 The Client acknowledges that the supply of Goods on credit shall not take effect until the Client has completed a credit application with Pure Heart Aotearoa and it has been approved with a credit limit established for the account.
2.5 In the event that the supply of Goods request exceeds the Clients credit limit and/or the account exceeds the payment terms, Pure Heart Aotearoa reserves the right to refuse delivery.
.2.6 These terms and conditions are meant to be read in conjunction with the terms and conditions posted on Pure Heart Aotearoa's website. If there are any inconsistencies between the two documents then the terms and conditions contained in this Contract shall prevail.
2.7 Where Pure Heart Aotearoa gives any advice, recommendation, information, assistance or service provided by Pure Heart Aotearoa in relation to Services supplied is given in good faith to the Client or the Client’s agent and is based on Pure Heart Aotearoa's own knowledge and experience and shall be accepted without liability on the part of Pure Heart Aotearoa. Where such advice or recommendations is not acted upon then Pure Heart Aotearoa shall require the Client or their agent to authorise commencement of the Services in writing. Pure Heart Aotearoa shall not be liable in any way whatsoever for any damages or losses that occur after any subsequent commencement of the Services.
2.8 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.
3. Authorised Representatives
3.1 Unless otherwise limited as per clause
3.2 the Client agrees that should the Client introduce any third party to Pure Heart Aotearoa as the Client’s duly authorised representative, that once introduced that person shall have the full authority of the Client to order any Goods or Services on the Client’s behalf and/or to request any variation to the Services on the Client’s behalf (such authority to continue until all requested Services have been completed or the Client otherwise notifies Pure Heart Aotearoa in writing that said person is no longer the Client’s duly authorised representative). 3.2 In the event that the Client’s duly authorised representative as per clause 3.1 is to have only limited authority to act on the Client’s behalf, then the Client must specifically and clearly advise Pure Heart Aotearoa in writing of the parameters of the limited authority granted to their representative.
3.3 The Client specifically acknowledges and accepts that they will be solely liable to Pure Heart Aotearoa for all additional costs incurred by Pure Heart Aotearoa (including Pure Heart Aotearoa’s profit margin) in providing any Services, Goods or variation/s requested by the Client’s duly authorised representative (subject always to the limitations imposed under clause 3.2 (if any)).
4. Out of Stock/Substitution 4.1 Pure Heart Aotearoa will use its reasonable endeavours to ensure that all Goods ordered by the Client are supplied to the Client. If the Goods ordered are not available, Pure Heart Aotearoa shall work with the Client on a case by case basis where options may include back order of Goods or amendment to the order.
5. Errors and Omissions
5.1 The Client acknowledges and accepts that Pure Heart Aotearoa shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s): (a) resulting from an inadvertent mistake made by Pure Heart Aotearoa in the formation and/or administration of this Contract; and/or (b) contained in/omitted from any literature (hard copy and/or electronic) supplied by Pure Heart Aotearoa in respect of the Services.
5.2 In the event such an error and/or omission occurs in accordance with clause 5.1, and is not attributable to the negligence and/or wilful misconduct of Pure Heart Aotearoa; the Client shall not be entitled to treat this Contract as repudiated nor render it invalid.
7. Price and Payment
7.1 At Pure Heart Aotearoa’s sole discretion the Price shall be either: (a) as indicated on any invoice provided by Pure Heart Aotearoa to the Client; or (b) the Price as at the date of delivery of the Goods according to Pure Heart Aotearoa's current price list; or (c) Pure Heart Aotearoa's quoted price (subject to clause 7.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
7.2 Pure Heart Aotearoa reserves the right to change the Price: (a) if a variation to Pure Heart Aotearoa’s quotation is requested; or (b) if during the course of the Services, the Goods cease to be available from Pure Heart Aotearoa’s third party suppliers, then Pure Heart Aotearoa reserves the right to provide alternative Goods, subject to prior confirmation and agreement of both parties; or (c) in the event of increases to Pure Heart Aotearoa in the cost of labour or materials (including but not limited to overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges) which are beyond Pure Heart Aotearoa's control.
7.3 Variations will be charged for on the basis of Pure Heart Aotearoa’s quotation, and will be detailed in writing, and shown as variations on Pure Heart Aotearoa’s invoice. The Client shall be required to respond to any variation submitted by Pure Heart Aotearoa within ten (10) working days. Failure to do so will entitle Pure Heart Aotearoa to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
7.4 At Pure Heart Aotearoa's sole discretion a deposit may be required.
7.5 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by Pure Heart Aotearoa, which may be: (a) on delivery of the Goods; (b) by way of instalments/progress payments in accordance with Pure Heart Aotearoa’s payment schedule; (c) for certain approved Clients, due twenty (20) days following the end of the month in which a statement is posted to the Client’s address or address for notices; (d) the date specified on any invoice or other form as being the date for payment; or (e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by Pure Heart Aotearoa.
7.6 Payment may be made by cheque, electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method as agreed to between the Client and Pure Heart Aotearoa. 7.7 Pure Heart Aotearoa may in its discretion allocate any payment received from the Client towards any invoice that Pure Heart Aotearoa determines and may do so at the time of receipt or at any time afterwards. On any default by the Client Pure Heart Aotearoa may re-allocate any payments previously received and allocated. In the absence of any payment allocation by Pure Heart Aotearoa, payment will be deemed to be allocated in such manner as preserves the maximum value of Pure Heart Aotearoa’s Purchase Money Security Interest (as defined in the PPSA) in the Goods. 7.8 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Pure Heart Aotearoa nor to withhold payment of any invoice because part of that invoice is in dispute.
7.9 Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to Pure Heart Aotearoa an amount equal to any GST Pure Heart Aotearoa must pay for any supply by Pure Heart Aotearoa under this or any other contract for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
8. Credit Card Information
8.2 The Client expressly agrees that, if pursuant to this Contract, there are: (a) any unpaid monies; or (b) other amounts due and outstanding by the Client;
8.3 Pure Heart Aotearoa is entitled to immediately charge the Client’s nominated credit card for these amounts, and is irrevocably authorised to complete any documentation and take any action to recover from the credit card issuer any and all amounts which may be due by the Client pursuant to the terms of this Contract.
9. Delivery of Goods 9.1 Delivery (“Delivery”) of the Goods is taken to occur at the time that: (a) the Client or the Client’s nominated carrier takes possession of the Goods at Pure Heart Aotearoa’s address; or (b) Pure Heart Aotearoa (or Pure Heart Aotearoa’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.
9.2 At Pure Heart Aotearoa’s sole discretion the cost of Delivery is in addition to the Price.
9.3 It is the Client’s responsibility to ensure the Goods are stored correctly immediately or as soon as practicable upon Delivery.
9.4 Pure Heart Aotearoa may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
9.5 Any time specified by Pure Heart Aotearoa for Delivery of the Goods is an estimate only. The Client must take Delivery by receipt or collection of the Goods whenever they are tendered for Delivery. Pure Heart Aotearoa will not be liable for any loss or damage incurred by the Client as a result of Delivery being late. In the event that the Client is unable to take Delivery of the Goods as arranged then Pure Heart Aotearoa shall be entitled to charge a reasonable fee for redelivery and/or storage.
10. On-Line Ordering
10.1 The Client acknowledges and agrees that: (a) Pure Heart Aotearoa does not guarantee the website’s performance; (b) display on the website does not guarantee the availability of any particular Goods and/or Prices ; therefore, all orders placed through the website shall be subject to confirmation of acceptance by Pure Heart Aotearoa; (c) on-line ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades; (d) there are inherent hazards in electronic distribution, and as such Pure Heart Aotearoa cannot warrant against delays or errors in transmitting data between the Client and Pure Heart Aotearoa including orders, and you agree that to the maximum extent permitted by law, Pure Heart Aotearoa will not be liable for any losses which the Client suffers as a result of online-ordering not being available or for delays or errors in transmitting orders; (e) when making a transaction through the website, the Client’s information will pass through a secure server using SSL (secure sockets layer) encryption technology or any other similar technology as disclosed by Pure Heart Aotearoa and/or displayed on the website. The encryption process ensures that the Client’s information cannot be read by or altered by outside influences; (f) if the Client is not the cardholder for any credit card being used to pay for the Goods, Pure Heart Aotearoa shall be entitled to reasonably assume that the Client has received permission from the cardholder for use of the credit card for the transaction.
10.2 Pure Heart Aotearoa reserves the right to terminate the Client’s order if it learns that you have provided false or misleading information, interfered with other users or the administration of Pure Heart Aotearoa’s business, or violated these terms and conditions.
11.1 Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery. 11.2 If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, Pure Heart Aotearoa is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Pure Heart Aotearoa is sufficient evidence of Pure Heart Aotearoa’s rights to receive the insurance proceeds without the need for any person dealing with Pure Heart Aotearoa to make further enquiries.
11.3 If the Client requests Pure Heart Aotearoa to leave Goods outside Pure Heart Aotearoa’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Client’s sole risk.
11.4 The Client acknowledges that all descriptive specifications, illustrations, drawings, data, dimensions, ratings and weights stated in Pure Heart Aotearoa’s or the manufacturer’s fact sheets, price lists or advertising material, are approximate only and are given by way of identification only. The Client shall not be entitled to rely on such information, and any use of such does not constitute a sale by description, and does not form part of the Contract, unless expressly stated as such in writing by Pure Heart Aotearoa.
11.5 The Client shall be responsible for ensuring that the Goods ordered are suitable for their intended use.
12.1 The Client shall ensure that Pure Heart Aotearoa has clear and free access to effect delivery of the Goods. Pure Heart Aotearoa shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of Pure Heart Aotearoa.
13. Compliance of Law
13.1 Pure Heart Aotearoa warrants that Goods supplied to all Client’s, shall meet all safety regulations and standards as defined by the Hazard Analysis and Critical Control Points (HACCP), Food Safety Programme, and is eminently suitable for public consumption and thereby compliant with the Australia New Zealand Food Standards Code.
13.2 It is the Client’s responsibility to ensure that all applicable health and safety regulations are observed and other appropriate steps taken in relation to the storage, handling and use of the Goods and where information is supplied to the Client on potential hazards relating to the Goods to bring such information to the attention of its employees, agents, sub-contractor, visitors and customers. Without prejudice to the foregoing it is also the Client’s responsibility to provide safe facilities for the reception of the Goods into storage including the unloading of Goods from carriers. The Client hereby indemnifies and shall keep indemnified Pure Heart Aotearoa against all action claims, demands, summons, suits proceedings judgments, orders or decrees arising out of or in connection with any act or omission of the Client in respect of its obligations pursuant to this clause.
13.3 Any alleged claims of contamination, accidental inclusion or food borne illnesses must be reported to Pure Heart Aotearoa’s management in writing as soon as reasonable practicable. Pure Heart Aotearoa reserves the right to inspect any items attributed to the claim and have the items tested by an independent laboratory before any public claims, statements or dissemination of information in any format including social media.
14.1 Pure Heart Aotearoa and the Client agree that ownership of the Goods shall not pass until: (a) the Client has paid Pure Heart Aotearoa Ltd all amounts owing to Pure Heart Aotearoa; and (b) the Client has met all of its other obligations to Pure Heart Aotearoa.
14.2 Receipt by Pure Heart Aotearoa of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
14.3 It is further agreed that until ownership of the Goods passes to the Client in accordance with clause
14.1: (a) the Client is only a bailee of the Goods and must return the Goods to Pure Heart Aotearoa on request; (b) the Client holds the benefit of the Client’s insurance of the Goods on trust for Pure Heart Aotearoa and must pay to Pure Heart Aotearoa the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed; (c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for Pure Heart Aotearoa and must pay or deliver the proceeds to Pure Heart Aotearoa on demand; (d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of Pure Heart Aotearoa and must sell, dispose of or return the resulting product to Pure Heart Aotearoa as it so directs; (e) the Client irrevocably authorises Pure Heart Aotearoa to enter any premises where Pure Heart Aotearoa believes the Goods are kept and recover possession of the Goods; (f) Pure Heart Aotearoa may recover possession of any Goods in transit whether or not Delivery has occurred; (g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Pure Heart Aotearoa; (h) Pure Heart Aotearoa may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
15. Personal Property Securities Act 1999 (“PPSA”)
15.1 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that: (a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and (b) a security interest is taken in all Goods and/or collateral (account) – being a monetary obligation of the Client to Pure Heart Aotearoa for Services – that have previously been supplied and that will be supplied in the future by Pure Heart Aotearoa to the Client.
15.2 The Client undertakes to: (a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Pure Heart Aotearoa may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register; (b) indemnify, and upon demand reimburse, Pure Heart Aotearoa for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby; (c) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of Pure Heart Aotearoa; and (d) immediately advise Pure Heart Aotearoa of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
15.3 Pure Heart Aotearoa and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
15.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
15.5 Unless otherwise agreed to in writing by Pure Heart Aotearoa, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.
15.6 The Client shall unconditionally ratify any actions taken by Pure Heart Aotearoa under clauses 15.1 to 15.5.
15.7 Subject to any express provisions to the contrary (including those contained in this clause 15), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
16. Security and Charge
16.1 In consideration of Pure Heart Aotearoa agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
16.2 The Client indemnifies Pure Heart Aotearoa from and against all Pure Heart Aotearoa’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Pure Heart Aotearoa’s rights under this clause. 16.3 The Client irrevocably appoints Pure Heart Aotearoa and each director of Pure Heart Aotearoa as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 16 including, but not limited to, signing any document on the Client’s behalf.
17.1 The Client shall inspect the Goods on Delivery and shall within seven (7) days of Delivery (time being of the essence) notify Pure Heart Aotearoa of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford Pure Heart Aotearoa an opportunity to inspect the Goods within a reasonable time following Delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Pure Heart Aotearoa has agreed in writing that the Client is entitled to reject, Pure Heart Aotearoa’s liability is limited to either (at Pure Heart Aotearoa’s discretion) replacing the Goods or repairing the Goods.
17.2 Goods will not be accepted for return other than in accordance with 17.1 above, and provided that: (a) Pure Heart Aotearoa has agreed in writing to accept the return of the Goods; and (b) the Goods are returned at the Client’s cost within seven (7) days of the Delivery date; and (c) Pure Heart Aotearoa will not be liable for Goods which have not been stored or used in a proper manner; and (d) the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
17.3 Pure Heart Aotearoa may (in its discretion) accept the return of Goods for credit but this may incur a handling fee of twenty-five percent (25%) of the value of the returned Goods plus any freight.
17.4 Subject to clause 17.1, non-stocklist items or Goods made to the Client’s specifications are not acceptable for credit or return.
18.1 Subject to the conditions of warranty set out in clause 18.2 Pure Heart Aotearoa warrants that if any defect in any workmanship of Pure Heart Aotearoa becomes apparent and is reported to Pure Heart Aotearoa within twelve (12) months of the date of Delivery (time being of the essence) then Pure Heart Aotearoa will either (at Pure Heart Aotearoa’s sole discretion) replace or remedy the workmanship.
18.2 The conditions applicable to the warranty given by clause
18.1 are: (a) the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through: (i) failure on the part of the Client to properly maintain any Goods; or (ii) failure on the part of the Client to follow any instructions or guidelines provided by Pure Heart Aotearoa; or (iii) any use of any Goods otherwise than for any application specified on a quote or order form; or (iv) the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or (v) fair wear and tear, any accident or act of God. (b) the warranty shall cease and Pure Heart Aotearoa shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without Pure Heart Aotearoa’s consent. (c) in respect of all claims Pure Heart Aotearoa shall not be liable to compensate the Client for any delay in either replacing or remedying the workmanship or in properly assessing the Client’s claim.
18.3 For Goods not manufactured by Pure Heart Aotearoa, the warranty shall be the current warranty provided by the manufacturer of the Goods.
Pure Heart Aotearoa shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
18.4 The conditions applicable to the warranty given on Goods supplied by Pure Heart Aotearoa are contained on the “Warranty Card” that will be supplied with the Goods.
18.5 In the case of second hand Goods, the Client acknowledges that full opportunity to inspect the same has been provided and accepts the same with all faults and that no warranty is given by Pure Heart Aotearoa as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. Pure Heart Aotearoa shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.
19. Consumer Guarantees Act 1993
19.1 If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by Pure Heart Aotearoa to the Client.
20. Intellectual Property
20.1 Where Pure Heart Aotearoa has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of Pure Heart Aotearoa. Under no circumstances may such designs, drawings and documents be used without the express written approval of Pure Heart Aotearoa.
20.2 The Client warrants that all designs, specifications or instructions given to Pure Heart Aotearoa will not cause Pure Heart Aotearoa to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Pure Heart Aotearoa against any action taken by a third party against Pure Heart Aotearoa in respect of any such infringement.
20.3 The Client agrees that Pure Heart Aotearoa may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Pure Heart Aotearoa has created for the Client.
21. Default and Consequences of Default 21.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Pure Heart Aotearoa’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
21.2 If the Client owes Pure Heart Aotearoa any money the Client shall indemnify Pure Heart Aotearoa from and against all costs and disbursements incurred by Pure Heart Aotearoa in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Pure Heart Aotearoa’s collection agency costs, and bank dishonour fees).
21.3 Further to any other rights or remedies Pure Heart Aotearoa may have under this Contract, if a Client has made payment to Pure Heart Aotearoa, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Pure Heart Aotearoa under this clause 21 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract.
21.4 Without prejudice to Pure Heart Aotearoa’s other remedies at law Pure Heart Aotearoa shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Pure Heart Aotearoa shall, whether or not due for payment, become immediately payable if: (a) any money payable to Pure Heart Aotearoa becomes overdue, or in Pure Heart Aotearoa’s opinion the Client will be unable to make a payment when it falls due; (b) the Client has exceeded any applicable credit limit provided by Pure Heart Aotearoa; (c) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or (d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
22.1 Without prejudice to any other remedies Pure Heart Aotearoa may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Pure Heart Aotearoa may suspend or terminate the supply of Goods to the Client. Pure Heart Aotearoa will not be liable to the Client for any loss or damage the Client suffers because Pure Heart Aotearoa has exercised its rights under this clause.
22.2 Pure Heart Aotearoa may cancel any contract to which these terms and conditions apply or cancel Delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice Pure Heart Aotearoa shall repay to the Client any money paid by the Client for the Goods. Pure Heart Aotearoa shall not be liable for any loss or damage whatsoever arising from such cancellation.
22.3 In the event that the Client cancels Delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by Pure Heart Aotearoa as a direct result of the cancellation (including, but not limited to, any loss of profits).
22.4 Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
23. Protection of Reputation
23.1 Any misuse, misrepresentation or any other action that negatively impacts Pure Heart Aotearoa’s brand (including but not limited to online sales and/or marketing campaigns) which is deemed to damage and/or tarnish the reputation of Pure Heart Aotearoa’s brand, may result in Pure Heart Aotearoa mitigating that damage by refusing the Client the right to continue to represent Pure Heart Aotearoa.
24.1 All emails, documents, images or other recorded information held or used by Pure Heart Aotearoa is Personal Information as defined and referred to in clause
24.3 and therefore considered confidential. Pure Heart Aotearoa acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1993 (“the Act”) including Part II of the OECD Guidelines and as set out in Schedule 5A of the Act and any statutory requirements where relevant in a European Economic Area “EEA” then the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). Pure Heart Aotearoa acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Clients Personal Information, held by Pure Heart Aotearoa that may result in serious harm to the Client, Pure Heart Aotearoa will notify the Client in accordance with the Act and/or the GDPR. Any release of such personal information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.
24.2 Notwithstanding clause
24.1, privacy limitations will extend to Pure Heart Aotearoa in respect of Cookies where transactions for purchases/orders transpire directly from Pure Heart Aotearoa's website. Pure Heart Aotearoa agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s: (a) IP address, browser, email client type and other similar details; (b) tracking website usage and traffic; and (c) reports are available to Pure Heart Aotearoa when Pure Heart Aotearoa sends an email to the Client, so Pure Heart Aotearoa may collect and review that information (“collectively Personal Information”) In order to enable / disable the collection of Personal Information by way of Cookies, the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable, provided on the website prior to proceeding with a purchase/order via Pure Heart Aotearoa’s website.
24.3 The Client authorises Pure Heart Aotearoa or Pure Heart Aotearoa’s agent to: (a) access, collect, retain and use any information about the Client; (i) (including, name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or (ii) for the purpose of marketing products and services to the Client. (b) disclose information about the Client, whether collected by Pure Heart Aotearoa from the Client directly or obtained by Pure Heart Aotearoa from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.
24.4 Where the Client is an individual the authorities under clause
24.3 are authorities or consents for the purposes of the Privacy Act 1993. 24.5 The Client shall have the right to request Pure Heart Aotearoa for a copy of the Personal Information about the Client retained by Pure Heart Aotearoa and the right to request Pure Heart Aotearoa to correct any incorrect Personal Information about the Client held by Pure Heart Aotearoa.
25. Service of Notices
25.1 Any written notice given under this Contract shall be deemed to have been given and received: (a) by handing the notice to the other party, in person; (b) by leaving it at the address of the other party as stated in this Contract; (c) by sending it by registered post to the address of the other party as stated in this Contract; (d) if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission; (e) if sent by email to the other party’s last known email address.
25.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
26.1 If the Client at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not Pure Heart Aotearoa may have notice of the Trust, the Client covenants with Pure Heart Aotearoa as follows: (a) the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund; (b) the Client has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust or the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity; (c) the Client will not without consent in writing of Pure Heart Aotearoa (Pure Heart Aotearoa will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events: (i) the removal, replacement or retirement of the Client as trustee of the Trust; (ii) any alteration to or variation of the terms of the Trust; (iii) any advancement or distribution of capital of the Trust; or (iv) any resettlement of the trust property.
27.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
27.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand.
27.3 Pure Heart Aotearoa shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Pure Heart Aotearoa of these terms and conditions (alternatively Pure Heart Aotearoa’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
27.4 Pure Heart Aotearoa may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent.
27.5 The Client cannot licence or assign without the written approval of Pure Heart Aotearoa.
27.6 Pure Heart Aotearoa may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of Pure Heart Aotearoa’s sub-contractors without the authority of Pure Heart Aotearoa.
27.7 The Client agrees that Pure Heart Aotearoa may amend their general terms and conditions for subsequent future contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for Pure Heart Aotearoa to provide Goods to the Client.
27.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
27.9 Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.
28.1 Code is valid for the time-period specified only. Sales tax, shipping & handling do not qualify toward minimum purchase amount. This offer is not redeemable for cash or gift cards, nor is it valid toward previous purchases. Offer may not be combined with any other coupons, discounts, offers, or promotions.