Animal Direct Group Terms of Service
General Terms
Definitions
1.1 The following definitions are used in these Terms:
Authorised Representative means the chief executive officer, financial controller, any director and/or general manager of Animal Direct Group Limited.
Event of Default means any one of the events listed in clause 7 or which with the passing of time or giving of notice or both would become an Event of Default.
Goods means any products supplied or purchased from Animal Direct Group Limited under these Terms.
Parties means you and Animal Direct Group Limited.
Purchaser means you as the person or entity buying goods or acquiring services from Animal Direct Group Limited.
Animal Direct Group Limited means the company with the New Zealand Business Number 9429049862522 and any other company
under the umbrella of Animal Direct Group Limited and any successor or assigns.
Security Interest means in relation to personal property the meaning in clause 17 of the Personal Property Securities Act 1999;
Services means any services Animal Direct Group Limited supplies to you.
Terms means these terms and conditions of trade.
Upon demand means upon demand by notice signed by or on behalf of Animal Direct Group Limited.
Working hours means between the hours of 8.30am to 5pm Monday to Friday excluding public holidays.
Terms
2.1 These Terms apply to all purchases of goods and/or services by you from Animal Direct Group Limited.
2.2 These Terms may only be amended in writing signed by an authorised representative of each party.
2.3 All orders for goods or services shall be deemed to be an offer by you to purchase the goods and/or to acquire the services pursuant to the Terms. No order submitted by you shall be deemed to be accepted by Animal Direct Group Limited unless and until confirmed in writing by an Authorised Representative of Animal Direct Group Limited.
2.4 No order for goods and/or services which has been accepted by Animal Direct Group Limited may be cancelled by you except with the agreement in writing of an Authorised Representative of Animal Direct Group Limited on terms that you shall indemnify Animal Direct Group Limited in full against all losses, costs, (including the cost of all labour and material used) damages, charges and expenses incurred by Animal Direct Group Limited as a result of cancellation.
2.5 Acceptance of delivery of the goods or provision of the services shall be deemed conclusive evidence of your acceptance of these Terms.
2.6 The price of goods and/or services shall be the estimated price given to the Purchaser by Animal Direct Group Limited’s Authorised Representative.
2.7 You will promptly inform Animal Direct Group Limited’s Authorised Representative if there is a change in your ownership or, if a company, there is a change in director(s) or shareholding(s) of the company. If required by Animal Direct Group Limited, you will complete a new credit application.
Payment
3.1 You will pay Animal Direct Group Limited the balance owing on your account with Animal Direct Group Limited and any other moneys required under these Terms in full on the due date. Time for payment shall be of the essence.
3.2 You will pay by Internet Banking to Animal Direct Group Limited’s nominated bank account; or you will give Animal Direct Group Limited an automatic payment or direct debit authority if Animal Direct Group Limited requires you to or will otherwise pay Animal Direct Group Limited as directed.
3.3 You must make all payments to Animal Direct Group Limited without any set-off, counterclaim or deduction of any other kind.
3.4 Animal Direct Group Limited reserves the right, by giving notice to you at any time before delivery, to increase the purchase price of goods or the cost of provision of services to reflect any increase in the cost to Animal Direct Group Limited which is due to any factor beyond the control of Animal Direct Group Limited.
3.5 If you fail to make full payment on the due date or are otherwise in breach of your obligations under these Terms, then without prejudice to any other right or remedy available to Animal Direct Group Limited, Animal Direct Group Limited shall be entitled to cancel the contract with you in these Terms or suspend any further provision of goods or services to you; recover any goods provided to you, appropriate any payment made by you towards such goods as Animal Direct Group Limited may think fit; and charge you interest (both before and after any judgment or court order) accruing daily on the amount unpaid, at the interest rate for late payment until payment in full is made, together with all liabilities and expenses (including legal expenses as between solicitor and client) incurred by Animal Direct Group Limited in relation to such default and in recovering any moneys due from you to Animal Direct Group Limited.
Obligations of Animal Direct Group Limited
4.1 Animal Direct Group Limited will supply the goods and/or services to you as follows:
a. Goods will be fit for the expected use and purpose and be new and unused (unless it is expressly agreed with you that secondhand parts may be used); provided Animal Direct Group Limited may from time to time make changes in the goods, however, any substituted goods shall meet applicable safety standards and not materially affect the quality or fitness for use of the goods.
b. Services will be performed with care and skill by an appropriately trained and supervised person and to the best industry standards and fit for the expected purpose.
4.2 Animal Direct Group Limited will use all reasonable endeavours to complete all services supplied to you in the timeframe estimated by Animal Direct Group Limited.
Defects
5.1 Except where you are a consumer (as the term “consumer” is defined in the Consumer Guarantees Act 1993) the guarantees contained in the Consumer Guarantees Act 1993 that (a) goods supplied are of acceptable quality; (b) are reasonably fit for any particular purpose, (c) comply with description, (d) comply with sample; (e) are reasonable as to price and (f) that facilities for the repair of goods and supply of spare parts are available do not apply.
5.2 If you are not satisfied with any aspect of the goods and/or services when supplied or completed, you must advise Animal Direct Group Limited within 5 working days of supply or completion (completion being the date you collected your vehicle from Animal Direct Group Limited work premises, or your vehicle was delivered to you). If you do not notify Animal Direct Group Limited within the stipulated timeframe Animal Direct Group Limited will have no further liability to you in respect of any alleged defect.
5.3 Animal Direct Group Limited is not liable for any alleged consequential damages or loss occasioned by any claim
Risk, Title & PPSR
6.1 Risk of damage to or loss of goods shall pass to you upon collection by or delivery of goods to you.
6.2 Title to any goods (including any parts or items supplied as part of a service) will only pass to you on receipt of
payment in full by you, even if the goods have been delivered to you.
6.3 Until title passes, you shall hold the goods as Animal Direct Group’s agent and bailee and shall keep the goods
properly insured and identified as Animal Direct Group’s property.
6.4 You agree that these Terms create a security interest in the goods under the Personal Property Securities Act 1999
(PPSA), and the security interest is registerable in the Personal Property Securities Register (PPSR).
6.5 You must sign and deliver any documents that Animal Direct Group requires to ensure that it has a perfected first
ranking security interest in the goods under the PPSA.
6.6 You waive any right to receive a copy of a verification statement under the PPSA and agree, to the extent permitted
by law, that:
a. Where Animal Direct Group has rights in addition to, or existing separately from those in Part 9 of the PPSA,
those rights will continue to apply and, in particular, will not be limited by section 109 of the PPSA;
b. Sections 114(1)(a), 133 and 134 of the PPSA will not apply; and
c. You will have none of the rights referred to in sections 116, 117(1)(c), 119, 120(2), 125, 127, 129 and 131
of the PPSA, and you waive your rights to object under section 121 and to redeem under section 132 of the
PPSA.
6.7 Animal Direct Group shall be entitled to recover the price for any goods supplied even though title has not passed from
Animal Direct Group to you.
6.8 You shall indemnify Animal Direct Group against any costs it incurs in maintaining its security interest in the goods and
exercising any of its rights under this agreement or Part 9 of the PPSA.
Warranty
7.1 You warrant and agree that:
a. The information provided by you to Animal Direct Group in connection with these Terms is true, complete,
and accurate in all material respects, and that you are not aware of any material facts or circumstances that have
not been disclosed and which might, if disclosed, adversely affect entry into or continuation of the contract in
these Terms by Animal Direct Group.
b. You are authorized and have the capacity to enter into these Terms so that they constitute a legal and binding
contract enforceable by Animal Direct Group.
c. No Event of Default has occurred that is or has not been fully disclosed to Animal Direct Group. An Event of Default
includes (and is not limited to):
i. The appointment of a liquidator, trustee, administrator, receiver, or similar officer to the Purchaser.
ii. All or any part of the assets of the Purchaser are attached or distrained upon or become the subject at
any time to any court order or other process, and such as attachment, distraint, order, or process remains
in effect and is not discharged for 20 working days.
iii. The Purchaser becomes insolvent or is declared bankrupt or insolvent by a competent governmental or
judicial authority or is unable to pay its debts as they fall
Indemnity
9.1 In addition to any other indemnity in these Terms, you indemnify Animal Direct Group. Limited and hold it harmless from and against all loss, damage, harm, costs, charges and expenses suffered, incurred or sustained by Animal Direct Group. Limited in any way in connection with, or as a direct or indirect result of, or arising in any way out of, these Terms (including but not limited to any loss or expenses sustained or incurred to recover any moneys payable to Animal Direct Group. Limited).
9.2 Each indemnity in this clause is a separate and independent obligation and continues after termination of these Terms and must remain in full force and effect until all moneys owing to Animal Direct Group. Limited are paid in full.
Notices
10.1 Any notice to be given under or in connection with these Terms shall be given in writing to the other party’s contact email address and delivered by hand, prepaid post, or by email to the email address of the other person’s authorized representative or contact person.
Assignment
11.1. Animal Direct Group. Limited is entitled to assign or otherwise deal with all or any of its right, title, and interest under these Terms. All of Animal Direct Group. Limited’s rights under these Terms shall endure for the benefit of any assignee.
Collection, Use, and Disclosure of Information
12.1 Animal Direct Group. Limited may collect and securely hold information about you and each guarantor. Animal Direct Group. Limited will make every effort to keep your personal details and details of each Guarantor up to date. Animal Direct Group. Limited and each Guarantor may access and correct this information under the Privacy Act 2020.
12.2 Animal Direct Group. Limited may use this information to:
a. Consider your application for credit facilities, products or services;
b. Administer, manage, and monitor any credit facilities, products or services provided to you;
c. Conduct market research, data processing, and statistical analysis; and
d. Unless you and/or a Guarantor disagree; provide you and/or each Guarantor with information about other facilities, products, or services, including selected third-party products or services.
12.3 Any company within the Animal Direct Group. Limited may disclose information about you and each Guarantor to its related companies (as defined by the Companies Act 1993), agents, or contractors for the above purposes.
12.4 Animal Direct Group. Limited may disclose information about you and each Guarantor to credit reference agencies for the purpose of obtaining credit reports. Those credit reference agencies may retain that information and provide it to their customers who use their credit reporting services.
12.5 If you or a Guarantor defaults in any obligations to Animal Direct Group. Limited, Animal Direct Group. Limited may disclose information about you and/or a Guarantor, as the case may be, to credit reference or debt recovery agencies and it may be retained by them. Those agencies may provide that information to their customers who use their credit reporting services.
12.6 Animal Direct Group. Limited may obtain information and make such enquiries about you and each guarantor as Animal Direct Group. Limited considers warranted from any source, including from its related companies and credit reference agencies for the above purposes.
13.0 Guarantee
13.1 Each Guarantor:
a. Guarantees (jointly and severally if more than one) repayment to Animal Direct Group. Limited of all amounts payable by the Purchaser pursuant to these Terms and the performance of all obligations of the Purchaser under these Terms.
b. Agrees that if the Purchaser does not pay any amount or perform any obligation under these Terms, the Guarantor will do so on demand.
