These TOT (Terms of Trade) confirm the business relationship between the Customer and TNA (The Nude Alchemist). If you place an order for goods with us, that order will be subject to this TOT or TNA's current TOT at the date of your order or as expressly varied for you in writing by TNA.
1. In this agreement:
1.1. "TNA" or "we" or "us" means The Nude Alchemist Limited, our agents, representatives, successors and assigns.
1.2. "Customer" or "You" means the person or entity on the front page of the form entitled Customer account with The Nude Alchemist Limited and your successors and assigns.
1.3. "Goods" means any goods or other products supplied by The Nude Alchemist.
1.4. "Website" means the main TNA website www.nude-alchemist.com, or such other website address that TNA elects to use as its main Website at its sole discretion.
1.5. "Carrier" means any person, business or other entity contracted by TNA to carry Goods from to you, whether all or part of the distance.
1.6. "Intellectual Property" means the content and design of all products and branding of TNA, including trademarks, copyrights, registered designs, symbols, logos and images.
1.7. "Brand Name" means "The Nude Alchemist" or any other brand name used by TNA.
1.8. "Written Material" means any information published by TNA in any medium to provide information about TNA's products.
2. The Customer agrees:
2.1. To authorise and permit us to make such enquiries as may be considered appropriate for assessing the suitability of your trading and credit standing.
2.2. To only order products from us via TNA's TradeGecko platform and for business purposes only.
2.3. No contract for sale and purchase of Goods will be formed until we confirm your order.
2.4. That the price of the Goods shall be such price as is determined appropriate by TNA at our sole discretion.
2.5. It is an essential term of this agreement that you will ensure that your contact details and any other details required by TNA in the Customer account form are current and kept up to date on an ongoing basis.
2.6. You shall maintain a current account with us by placing a minimum of one order for Goods every four months. If you do not do so, we will need to recommence our relationship, and you will need to renew your customer account with us, including submitting a new account form.
2.7. You shall not modify the Goods in any way for resale or distribution.
3. TNA agrees:
3.1. To email you with confirmation of the details of your order and an indication of when we will dispatch your order.
3.2. If we do not have the Goods ordered by you in stock, we may offer an alternative product or a backorder. If this happens, you may:
3.2.1. Accept the alternative we offer;
3.2.2. Wait for the Goods you ordered to come in stock;
3.2.3. Cancel your order;
3.2.4. Omit the out-of-stock item from your order.
3.3. If the amount paid by you exceeds the amount due following any changes to your order under clause 2.2, we will credit your account as soon as reasonably practicable but in any event no later than 30 days from the date you advise us in writing of your final selection.
4. Price and Payment
4.1. All orders placed by the Customer are final and cannot be cancelled once the order has been received by TNA.
4.2. The price of the Goods shall be the price determined appropriate by TNA at the date of the Customer's order. We reserve the right to alter pricing at any time for any reason before issuing an invoice.
4.3. The total price for the Goods will be set out in any confirmation email we send the Customer. TNA must receive payment before any Goods are dispatched unless you have a prior arrangement with TNA.
4.4. You shall pay GST on all Goods sold within New Zealand, or where any Goods are sold outside of NZ, you shall pay all import duty, customs or such other sales taxes levied on the Goods.
4.5. Payments are to be made at the time of order placement or via the account stated on the issued invoice. The Customer shall state the invoice number as the payment reference.
4.6. Claims arising from invoices must be made within seven working days, and monthly statements will not be issued unless otherwise requested.
4.7. The RRP for the Goods will be listed on the Website.
4.8. The Customer agrees to ensure that pricing of the Goods for on sale shall not adversely affect TNA's Brand Name or ongoing business as a provider of quality products.
4.9. Goods may not be distributed through any online marketplace, such as eBay, Etsy, Trademe or The Market.
4.10. TNA reserves the right to stop supplying Goods to any Customer it considers are not meeting the requirements of clauses 4.8 and 4.9 at TNA's sole discretion.
4.11. TNA reserves the right to run any promotions or offers for set periods of time, and any decisions about such promotions, including pricing, shall be at TNA's sole discretion.
4.12. The Customer shall not seek to return any unsold goods to TNA.
4.13. Where we provide Goods or services without specific charge, then there is no contractual nor other obligation upon us in respect of any such goods or services.
5.1. We will deliver the Goods at your cost to your nominated delivery address within a reasonable time of confirming your order.
5.2. Please refer to TNA's Price List for an indication of current local rates for delivery.
5.3. For international orders, we will provide you with the cost of freight before your order is shipped. You shall accept the cost of shipment for international delivery as TNA considers it reasonable. If we cannot identify a carrier within a reasonable time, you shall be responsible for the cost of and arranging transportation of the Goods from our premises or other named place of delivery.
5.4. Goods are at your risk from the moment they are picked up by TNA's nominated Carrier from our business address.
5.5. We will try to ship your order out as soon as possible. In-stock items will usually ship the next day; however, we will not be liable to you for late delivery. Late delivery does not entitle you to cancel any order or part of an order.
5.6. We take no responsibility if you have given an insufficient delivery address or have not updated your delivery details.
5.7. You must ensure that someone is present at the delivery address to accept the Goods, and TNA will not be liable for any damage to Goods left unattended.
5.8. If we cannot deliver your goods within ten days of receipt of payment for your order, we shall notify you by email and arrange another date for delivery.
5.9. Backorders may result in separate shipping fees, and you shall accept any such costs for all Goods you have ordered.
5.10. Non-delivery of Goods must be reported to us immediately to ensure we can take appropriate steps.
5.11. Where TNA's nominated Carrier may provide insurance for the Goods during transit, TNA makes no representations and give no warranties in respect of such insurance. If you wish to obtain the benefit of insurance for the Goods you will be responsible for obtaining any such insurance directly.
5.12. We will take reasonable care to ensure there is adequate packaging to minimise damage to the Goods during transit, risk in respect of the Goods shall pass to you when the Goods are delivered to the Carrier.
6.1. It is expressly acknowledged that Goods shall remain the property of TNA until full payment for the Goods has been received. If the Customer defaults in payment or in any other terms or conditions in the sale of the Goods, or is placed in receivership, wound up, declared bankrupt, or otherwise insolvent, or if any of such events are imminent, then in addition to any other rights or remedies the vendor reserves the right to demand payment and cancel or suspend the completion of the sale.
6.2. TNA reserves the right to recover possession of the Goods and to enter upon the Customer's premises without notice for such purpose in the event of any default in payment.
7. Goods returned
7.1. If Goods are damaged, or a mistake was made by us, then you must inform us within five working days of finding the error or damage, and the relevant Goods must be returned to us within 21 days in their original condition and securely wrapped, with our delivery slip and at your cost and risk.
7.2. To report a broken item, please email the details of the damage and an image to firstname.lastname@example.org and quote your invoice number.
7.3. If TNA accepts damage or an error was caused by us, we will be refunded the cost of posting the relevant Goods and the purchase price of those Goods. Our Goods are handmade so some variation between the same product can occur. This is not a fault.
8. Intellectual Property & Copyright
8.1. You acknowledge that all Intellectual Property associated with the Goods are the property of TNA and you must not use that Intellectual Copyright without our permission unless it is for the following purpose:
8.1.1. You may use the Brand Name and our TNA logo when advertising Goods supplied by us anywhere where you need to describe the Goods for marketing and on-sale purposes including on websites, labels and invoices.
8.2. Where you use the Brand name and/or our TNA logo you use it shall be at our discretion and subject to our Brand Guidelines. We will supply you with material to assist with your use of the Brand name for the purposes specified in this clause.
8.3. Any rights to use of our Intellectual Property may be revoked at any time by TNA at TNA's sole discretion.
8.4. You agree that you will not, under any circumstances, remove, suppress, alter and or hide any trademark used or owned by TNA on the Goods.
9.1. We may change or determine the content of our Written Material at any time and without advance notice or consultation with you.
9.2. We are not liable in any circumstances for special, indirect or consequential loss or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of Contract, negligence or otherwise, arising out of or in connection with your use of our Website or the purchase of Goods.
9.3. Our liability under any claim you may make against us is limited to the value of the goods you have purchased under the Contract which is the subject of your claim.
9.4. Nothing in this agreement or our Contract with you shall confer any rights on or another benefit to any third party.
9.5. We are not liable to you for losses or additional costs incurred as a result of any of the following:
9.5.1. where you have altered or modified the Goods, misapplied the Goods, not followed Sellers instructions in respect to the Goods or have subjected them to unusual or non-recommended use or handling;
9.5.2. where a loss or damage has been caused by any factors beyond our control.
10.1. You agree to indemnify and keep us indemnified against all loss (including loss of profit) costs, damage, expense or injury, whether direct, indirect, special or consequential, arising from any use or supply by you of the Goods or the Website.
11.1. NZ Law: This TOT and our Contract with you is governed by the laws of New Zealand.
11.2. Severability: If any of these terms is at any time held by any jurisdiction to be void or invalid, then that provision may be severed without affecting the remaining terms of the agreement.
11.3. No waiver: No waiver by us, in exercising any right, power or provision hereunder shall operate as a waiver at a future time.
11.4. Dispute resolution: In the event of a dispute arising out of these TOT or any contract between you and us, then you agree to attempt to settle the dispute by engaging in good faith with us in the process of mediation before commencing arbitration or litigation.
11.5. Force majeure: We reserve the right to defer the date of delivery or to cancel our Contract with you in whole or in part if we are prevented from meeting our obligations or if delays are caused due to circumstances beyond our reasonable control of us including, acts of God, an emergency, acts of terrorism, civil unrest, fire, flood, labour disputes, restraints or delays affecting Carriers, inability to obtain supplies or suitable materials.
12.1. We may terminate this agreement with immediate effect by giving written notice to you if:
12.1.1. you have failed to comply with this TOT or written notice given by us specifying a breach of any agreements with you within 24 hours; or
2.1.2. you are made bankrupt, or you are placed in liquidation or receivership.
12.2. On termination, we shall have the right to deal with the Goods at our 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 of 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 do not apply.