MERCHENTO LIMITED

TERMS AND CONDITIONS

These terms and conditions apply to all supply by Merchento Limited of any of its products and in ordering, purchasing, using or accepting any of Merchento Ltd’s products you agree to abide these terms and conditions (the term customer, user or purchaser are used interchangeably in these terms and refer to one and the same person or entity that has ordered, purchased, used or using or been supplied with any Merchento Ltd product).

1. Warranties and Liabilities
2. Any warranties that may be given in relation to our products shall be limited to those recorded on the labels for that product.  Any unauthorised use of our products or any failure to follow the directions for use and storage of our products, whether published on the labels, contained on our website (www.merchento.com) or notified during our approved user process or by public notice will render all our warranties null and void.
3. In being supplied with any of our products you are agreeing to indemnify Merchento Ltd against all liability costs, expenses, damages, legal fees and the like occasioned on Merchento Ltd howsoever arising from your use of any Merchento Ltd products.
4. Merchento Ltd may require any user of its product to have sufficient policies of insurance in place before Merchento Ltd will supply any of its products and require the user to provide evidence that such policies of insurance are in force.
5. The user of Merchento Ltd products is responsible for ensuring the safe use and storage of those products and must abide all the applicable laws and regulations applicable to such use and storage without limiting the generality of the aforementioned, the user must take all steps required to comply with Health and Safety in Employment Act 1992 and Hazardous Substances and New Organisms Act 1996.
6. Merchento Ltd shall not have any liability or responsibility to the user or any employee, associate, customer or client of the user whether arising in contract, tort or otherwise including any liability for a direct or consequential loss AND any person supplied with any Merchento Ltd product shall ensure that any of its clients or customers acknowledge in writing that Merchento Ltd shall not be liable to that client or customer in any respect whatsoever.
7. To the full extent permitted by law, neither Merchento Ltd nor any of its distributors or agents accept any liability or responsibility whatsoever for any loss, damage or injury whether direct, indirect or consequential howsoever arising in connection with the supply or use of Merchento Ltd’s products, including without limitation their storage, application, handling or use.  Merchento Ltd, nor any of its distributors or agents, give no warranties of any kind, express or implied, with respect to fitness for purpose (including ineffectiveness or any other unintended consequence), merchantable quality, or any other matter in respect to these goods.  When you are a customer as defined in the Consumer Guarantees Act 1993 (“the Act”) these conditions will be subject to provisions in the Act.  However, the Act will not apply to goods sold to you for business purposes.
8. Should Merchento Ltd be liable for any damages, loss, costs or expenses or the like, notwithstanding these terms and conditions, then Merchento Ltd’s liability shall be limited in all occasions to the price paid to Merchento Ltd by the claimant for the product supplied by Merchento Ltd to the claimant or a user as the case may be.
9. Directions for Use
10. Any person or entity supplied with or using any of Merchento Ltd’s products shall immediately abide any direction from Merchento Ltd to refrain from using any Merchento Ltd product whether such direction is notified specifically to the user or contained in any public notice issued by or on behalf of Merchento Ltd AND shall if so directed, return any Merchento Ltd product and immediately remove from any place where such product has been applied such product that is in use at the time of such direction.
11. Any person or entity that has been supplied with any Merchento Ltd product shall notify Merchento Ltd in writing immediately on any adverse effect whatsoever being observed by them from the use of such product and will on request from Merchant Ltd or its agents respond promptly to any questionnaire from it.
12. Intellectual Property
13. All information provided by Merchento Ltd concerning its product shall remain the intellectual property of Merchento Ltd and shall not be used by any purchaser or user of such product without the prior express written agreement of Merchento Ltd.
14. Payment and Delivery
15. Customers may choose to pay by credit card, bank transfer, cheque or cash on pick-up but always subject to acceptance by Merchento Ltd.  Unless the customer has an account with Merchento Ltd, payment is required in advance of the supply of any product to the customer.
16. Where credit is provided by Merchento Ltd, payment is due on the 20th of the month following the invoice date.  Interest may be charged at the rate of 2% per month on any amount owing after the due date.  All costs incurred by Merchento Ltd in the recovery of any overdue amount including debt collection agency fees, commissions, all legal fees on a solicitor client basis must be paid in full by the customer.
17. Where possible, orders will be processed and despatched within 24 hours after payment has been received in full.  Orders received on a weekend or public holiday will not begin to be processed until the next business day.  In the case of Vespex®, the nature of the product requires that it only be shipped between Mondays and Wednesdays (long-haul) or between Mondays and Thursdays (short-haul) to ensure no spoilage of the product.  Merchento Ltd accepts no liability whatsoever for any of its products once despatched from its premises.  Merchento Ltd shall not be liable in any way whatsoever for the failure to deliver any product other than to provide a refund for any pre-paid for products that have not been despatched for delivery.
18. Delivery of products is deemed completed when Merchento Ltd gives possession of the products directly to the customer, or possession of the products is given to a carrier for purposes of delivery to the customer.
19. No claim relating to the products will be considered unless made within the first 10 days after purchase.  The 10 day period starts when the order is despatched to the customer.
20. Refunds will be given only if the goods are returned in original, resaleable condition including all packaging, instruction material and information sheets and must be returned prior to the expiry of any use by date recorded on the product in question.  Any refund will be subject to a 20% reduction in the price paid as a restocking fee.
21. Damage due to improper packaging or loss of goods during the return is at the risk of the customer and will result in the request for a refund being declined.  Merchento Ltd is not liable or responsible for damage or loss of goods in transit.
22. As regards our product Vespex® this is not available for sale to anyone who is not an approved user who has agreed to abide our terms and conditions to secure that status.  Should you not have approved user status, then you are not permitted to use Vespex® and should you have lost such accreditation or otherwise not be an approved user you should immediately return any Vespex® in your possession PROVIDED that if you are using Vespex® under the direction or supervision of an approved user, Merchento Ltd may consent to your continuing to have the use of Vespex®.
23. Disputes in General
24. If any question or difference whatsoever arises between Merchento Ltd and the customer (or their respective representatives), concerning the terms of trade or any matter arising from the supply or use of Merchento products (other than that part of any dispute that relates to the non-payment of monies Merchento Ltd asserts is outstanding to it), the dispute shall be referred to Merchento Ltd in the first instance.  The purchaser or user in such a dispute shall immediately explore in good faith whether the dispute can be resolved by agreement using dispute resolution techniques such as negotiation, mediation, independent expert appraisal or any other alternative dispute resolution technique.  The rules governing any such technique adopted shall be as agreed between the parties or if no such agreement is reached within fourteen (14) days then as selected by the President for the time being of the Wellington Branch of New Zealand District Law Society.  The parties agree to use their best endeavours to achieve resolution in this way and further agree that neither party will initiate arbitration without first pursuing such informal dispute resolution techniques.
25. In the event the dispute is not resolved by such agreement within 30 days of written notice by one party to the other of the dispute (or such further period agreed in writing between the parties), either party may refer the dispute to arbitration by a single arbitrator pursuant to the Arbitration Act 1996.  The arbitrator shall be agreed between the parties within 10 days of written notice of the referral to arbitration, or, failing agreement, appointed according to the default provisions in Schedule 2 of the Arbitration Act 1996.  In either case the arbitrator shall not be the person who has participated in an informal dispute resolution procedure in respect of the dispute.  The arbitrator so appointed shall be obliged to proceed with the maximum expedition to deliver an award within two months of his or her appointment, the parties agreeing to co-operate fully in this respect.
26. These terms of trade and the use of Merchento Ltd’s products shall be governed by the laws of New Zealand and any user or purchaser of Merchento product shall submit to the exclusive jurisdiction of the Courts of New Zealand unless otherwise directed by Merchento Ltd in writing.
27. Merchento Ltd reserves the right to change these terms and conditions from time to time.  Merchento Ltd will give Notice of any changes of these terms and conditions by notifying them directly to the user, by publishing same on its website or by public notice and such changes shall apply immediately on such notification.  The purchaser or user will be deemed to have accepted the new terms and conditions immediately on publication of same.
28. No waiver by Merchento Ltd as regards its rights will be deemed to be a waiver by Merchento Ltd of any other or subsequent breach of the same or a different kind under these terms of trade or a continuing waiver of the breach being waived.