TERMS & CONDITIONS OF SALE
1.1 In these Terms:
(a) Agreement means any order relating to the Goods, together with these Terms.
(b) Customer or You means the person, firm, company or entity buying Goods from the Seller.
(c) Goods mean the goods specified in the Customer’s order.
(d) Seller, We or Us means Abbey Lang Home Limited and its successors and assigns.
(e) Terms mean these Terms and Conditions of Sale.
2. ORDERS AND PRICE
2.1 You agree to place orders on our website at www.curatedbotanics.com.
2.2 You agree that each order accepted by us will constitute a separate contract on the terms of this Agreement.
2.3 You will pay the price stated on our website, which includes Goods and Services Tax. We reserve the right to vary prices without notice.
2.4 Prices are quoted exclusive of delivery costs. Any courier or handling charges in relation to your order will be notified to you at the time you place your order and be added to the price.
2.5 Confirmation and acceptance by the Seller occur when the Seller acknowledges receipt of the order either through an automated email generated through the Seller’s website or other sales platform, or through a non-automated email, or some other form of communication accepting the order.
3.1 Website payments: Payments you make via our website are processed by Stripe and its global affiliates (“Stripe”).
3.2 If you pay by credit card you agree to indemnify us against any default by your credit card company to make payment to us in full.
3.3 Unless otherwise agreed we will only start processing your order once you have made payment in full.
3.4 All payments by you will be full, free and clear of any deduction, withholding, set-off, counterclaim or other claim.
3.5 In cases where we provide you with credit, failure by you to make payment in full of any amount payable pursuant to this Agreement on the due date constitutes a default and, without prejudice to any of our other rights or remedies, simple interest at 1% per month will be payable on demand from the due date until payment.
3.6 You indemnify us against all loss, costs and expenses, including legal costs on a solicitor/client basis, which we may suffer or incur as a result of any failure by you to make due and punctual payment.
4.1 Sale: We do not accept cancellation of sale orders except in extraordinary circumstances. If you do wish to cancel an order please contact us.
4.2 Flower Subscriptions: You may terminate your subscription by notice to us in writing at any time. If we receive your notice less than 7 days before the next scheduled delivery your subscription will be terminated after that delivery and subsequent collection of the Goods.
4.3 Corporate Hire: The initial term of a hire subscription is 12 months. After the initial term, you may terminate your subscription by notice to us in writing at any time. If we receive your notice less than 7 days before the next scheduled delivery your subscription will be terminated after that delivery and subsequent collection of the Goods.
5.1 We undertake to use reasonable endeavours to deliver the Goods within the time specified by us but dates we give for delivery are indicative only.
5.2 Where we fail to deliver or delay delivery of your order or part of your order or where any loss is incurred by you in relation to such delivery and is within our control, our liability will be restricted to payment of the cost of replacing the order or part of the order, as we may determine (in our sole discretion).
6. OWNERSHIP AND RISK
6.1 Consumers: Goods ordered through us are at our risk until delivered to you. Once delivered, ownership and risk in the Goods pass to you.
6.2 Flower Subscriptions
Arrangements must remain in “as new” condition for collection. If we consider (in our sole discretion) that a collected item is not in the required condition we may charge you the cost price of the item.
6.3 Corporate Customers:
(a) Sale: Risk in Goods supplied by the Seller to the Customer passes to the Customer when such Goods are delivered to the Customer or into custody on the Customer’s behalf provided that if the Customer fails to accept the Goods or requests that delivery of the Goods be delayed, risk in the Goods will be borne by the Customer from the time of such failure or request.
(b) Hire Subscriptions: The Customer must insure and keep insured delivered Goods to the full sale price against all risk during the term of hire. The Customer will, upon request, provide evidence of insurance cover. Hired Goods must remain in “as new” condition for collection. If we consider (in our sole discretion) that a collected item is not in the required condition we may charge you the cost price of the item.
7. GUARANTEES AND LIABILITY
7.1 Consumer Guarantees Act: If you are not buying Goods for business purposes the following applies:
(a) If you are a consumer, you have certain rights under the Consumer Guarantees Act 1993 and the Fair Trading Act 1986. Those rights apply alongside these Terms and Conditions and are not affected by anything in this Agreement.
(b) If items you have purchased are damaged, faulty or spoiled at the time of delivery, we will comply with our obligations under the Consumer Guarantees Act 1993. Otherwise, we only accept change of mind returns within 7 days of delivery. Goods must be returned at your cost and in “as new” condition. We will refund the price excluding freight costs associated with your order.
7.2 Corporate customers: If you are buying goods for business purposes the following applies:
(a) All new Goods are guaranteed for three months against manufacturing defects from the date of purchase.
(b) All warranty claims must be made within 7 days of delivery and will be subject to assessment by the Seller as to whether the warranty claim is valid. Where the Seller (acting reasonably) determines that the warranty claim is not valid, then the Customer will pay to the Seller the reasonable costs or expenses incurred by the Seller in rectifying the claim.
(c) The Seller will have the option, exercisable at its discretion, to replace or give credit for any Goods in respect of which a breach of warranty claim is made and proven, or to refund the price paid by the Customer, thereby fully discharging all legal liability of the Seller.
(d) All warranties of merchantability or fitness for a particular purpose and all other representations, statements, warranties or conditions whether statutory or made by any representative or agent of the Seller or otherwise, whether express or implied, are excluded to the extent permitted by law.
(e) The Seller’s liability under or arising from this Agreement, whether in contract, tort, equity or otherwise, is limited to the lower of:(i) the price actually paid by the Customer for the Goods complained of; (ii) the cost of repairing the Goods; and (iii) the actual loss or damage suffered by the Customer.
(f) The Seller accepts no liability for any damages or losses arising from any act, default or negligence on the part of the Customer or its employees, subcontractors or agents.
(g) Neither party will be liable for indirect, special, consequential or similar losses or damages, including but not limited to loss of profit or revenues, or other financial or economic losses of any kind, and whether or not the other party has been advised of the potential for such damages.
8. PERSONAL PROPERTY SECURITIES ACT 1999 (“PPSA”) AND PROTECTION OF THE SELLER’S RIGHTS
8.1 The Customer acknowledges that on assenting to the Agreement the Customer grants the Seller a security interest in favour of the Seller in respect of the Goods and their proceeds and secures payment by the Customer to the Seller of all amounts from time to time owing by the Customer to the Seller under this Agreement or any other agreement between them. When Goods supplied by the Seller have become an accession or have been manufactured, processed, co-mingled or affixed with other property, the Customer will ensure that Goods supplied by the Seller and their proceeds will remain identifiable. The Customer acknowledges that the Customer’s security interest continues in the accession or the processed or co-mingled goods and their proceeds.
8.2 The Customer will promptly do all things, sign any further documents and/or provide any further information which the Seller may reasonably require to enable the Seller to perfect and maintain the perfection of its security interest.
8.3 The Customer will notify the Seller of any change in name and/or any other change in the Customer’s details (including, but not limited to, changes in the Customer’s address, email address, trading name or business practice) not less than 14 days before the change takes effect.
8.4 The Seller and the Customer agree that to the fullest extent permitted by law, nothing in sections 114(1)(a) and 133 of the PPSA will apply in respect of the Customer and the Seller. The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129 and 131 of the PPSA.
8.5 The Customer waives the right to receive a copy of the verification statement or a financing change statement in respect of the Customer’s security interest.
8.6 In the event that:
(a) the Customer fails to perform any obligation contained or implied in this Agreement; and/or
(b) it is necessary for the Seller to take any steps or incur any expense to protect its interests under this Agreement, including the registration and maintenance of the Seller’s security interests or repossession of the Goods;
then the Seller may perform such obligation, pay such money, or incur such expense, and the Customer will indemnify and reimburse the Seller for all monies paid or expenses incurred (including all legal and associated costs) by the Seller (inclusive of any tax).
8.7 The Customer must not create, or allow or permit the creation of, a security interest (as defined in the PPSA) or lien in any Goods.
9. INTELLECTUAL PROPERTY
9.1 Third Party Rights: You warrant that:
(a) you own any images or text (“Material”) that you upload to our website, they are free of any claims or encumbrances and you are entitled to provide that Material to us; and
(b) any Material you provide to us is yours and does not violate any existing intellectual property rights including, without limitation, copyright, trademark, or any other proprietary or contractual rights.
We reserve the right to reject your Material and cancel your order if we believe you do not own it.
9.2 Indemnity: You will be liable for, and will indemnify us against, any and all liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by us, whether direct or consequential (including without limitation any economic loss or other loss of profits, business or goodwill), arising out of any dispute or contractual, tortious or other claim or proceeding brought against us arising from this Agreement.
10.1 Events outside our control: If any cause beyond the reasonable control of the Seller including but not limited to order of a government or other authority, strike, lockout, labour dispute, delays in transit, difficulty in procuring components or ingredients, embargo, accident, emergency, inclement weather, act of God or other contingency interferes with delivery by the Seller or with the performance by the Seller or any of its obligations under this Agreement then the Seller may at its sole discretion suspend its performance of any such obligation or cancel this Agreement and will not be liable to the Customer in any respect.
10.2 Severability: If any clause or provision of this Agreement is held illegal or unenforceable by any judgment of any Court or Tribunal having competent jurisdiction, such judgment will not affect the remaining provisions of this Agreement which will remain in full force and effect as if such clause or provision held to be illegal or unenforceable had not been included.
10.3 Variation to Terms: We may vary or replace these Terms from time to time by publication on our website.
10.4 Waiver: This Agreement remains in force notwithstanding any neglect, forbearance or delay in enforcement. We may only waive a term or condition in writing, and such waiver will only apply to the particular transaction to which it refers.
10.6 Electronic Communications: You consent to receive commercial electronic messages from us. If you wish to opt-out of receiving these messages tell us in writing and we will remove you from the mailing list.
10.7 Governing law and jurisdiction: This Agreement is governed by and construed in accordance with the laws of New Zealand in English, and each of the parties submits to the non-exclusive jurisdiction of the courts of New Zealand.