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Terms & Conditions

The information contained in this website is for general information purposes only. The information is provided by Florida Ltd and whilst we endeavour to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of or in connection with the use of this website.

Through this website you are able to link to other websites which are not under the control of Florida Ltd. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.

Every effort is made to keep the website up and running smoothly. However, Florida Ltd takes no responsibility for and will not be liable for the website being temporarily unavailable due to technical issues beyond our control.

 

TERMS AND CONDITIONS OF SUPPLY

Florida Ltd (“the company”) products and services (“goods”) are supplied subject to the following Terms and Conditions of sale which shall prevail despite any indication to the contrary given by any person acting or purporting to act on this company’s behalf. Any variations to the conditions set out below require our written confirmation (including all representations or understandings which may conflict with any of them).

1 Acceptance:

Receipt of an order will be deemed acceptance by the Customer of these terms, notwithstanding anything stated to the contrary in the Customer's enquiries on the Customer's order.

2 Delivery:

Goods are offered subject to availability and are sold on the basis that the place of delivery is the Customer’s premises. Delivery to the Customer's nominated carrier or to a carrier appointed by the Company shall be deemed delivery to the Customer. During delivery and once delivery is completed or where the Customer requires delivery other than their own premises (store), the Customer accepts all liability for loss or damage and subsequent payment/s.

3 Freight and Insurance:

Freight and transit insurances are to the Customer's account unless specified to the contrary.

4 Assignment:

The Customer may not assign all or any of its rights or obligations under this contract without the prior written consent of the Company.

5 Waiver:

The failure of the Company at any time to enforce any provision of this agreement shall not be construed as a waiver of any such provision or shall not in any way affect the validity of this contract or any part thereof. All waivers shall be effective only in writing by the Company.

6 Tolerances:

Unless otherwise agreed in writing or specifically prescribed by an applicable specification or standard, all goods are sold subject to:

6.1 Manufacturers normal tolerances, variations and limitations in respect of dimension, mass, straightness, composition, mechanical properties, surface and internal conditions chemical composition and quality and :

6.2 Diversions from such tolerances, variations and limitations consistent with practical testing and inspection methods and:

6.3 Any discrepancy in quantity not exceeding 10% from that ordered; and

6.4 The Company's normal packaging practice.

7 Payment:

7.1 All prices are net on delivery of the goods to the custody of the first Carrier.

7.2 Payment is due on the 20th on the month or 7 days or as agreed at the time of sale, (on practical completion), following date of delivery to the custody of the first carrier. And the Company reserves the right to treat each separate delivery as a separate contract for the purposes of payment.

7.3 No credit Card Details are stored on our website, all credit transactions are handled by Express Payment (DPS)

8 Default of Payment:

8.1 It is acknowledged that the relationship between the Company and the Customer is that of vendor and purchaser for cash, and that this clause has effect only when the Customer defaults on the obligation to pay for the goods.          

8.2 The Customer agrees to pay interest on all sums outstanding at 2.5% per month from the date of default (i.e. when payment becomes due and is not made) until payment is made.

8.3 If a solicitor or debt collector is instructed by the Company the Customer agrees to pay the solicitor or debt collector's reasonable fees and disbursements as charged to the Company in full.

8.4 All payments by the Customer shall be applied first in the reduction of interest and costs due pursuant to 8.2 and 8.3 and the balance shall then be applied in reduction of amounts due under 8.2.

8.5 The Company shall be entitled at any time to assign to any other person (being a related company of Florida Ltd within the meaning ascribed to that term by section 2 (3) of the Companies Act 1993) all or any part of the debt owing to the Company and notwithstanding any rule of common law or equity to the contrary or the appointment of a liquidator receiver and/or manager over the Customer or the assets thereof, the assignee shall be entitled to claim full rights of set-off or counterclaim against the Customer, its charge holders or successors, in respect of the debt or part thereof so assigned.

8.6 Without prejudice to such other rights as the Company may have the Customer agrees to grant to the Company such further security as the Company may from time to time request so as to secure to the Company all sums due to it. Such security may be by way of a mortgage of land or directors personal guarantees or a debenture charge over the assets of the Customer and shall be prepared at the Customer's expense by the Company's solicitors and shall contain all usual provisions. Should the Customer default granting of any such security in registrable form then the Company is hereby irrevocably appointed the Customer's attorney in the Customer's name and on its behalf to enter into, execute and sign all deeds, instruments, acts and things whatsoever which may be necessary to complete such further security.

9 Ownership and Risk:

9.1 Ownership in the goods shall remain vested in the Company until the Customer has made payment in full for all goods supplied by the Company to the Customer, together with all interest and monies due.

9.2 Until payment in full in terms of Clause 9.1:

9.2.1 All goods supplied shall remain the sole and absolute property of the Company;

9.2.2 The Customer will hold the goods in trust for the Company as bailee of the Company;

9.2.3 The Customer shall store the goods on the Customer's premises in such a manner as to make them readily identifiable as belonging to the Company and shall display such identification as may from time to time be requested by the Company:

9.2.4 If the goods are sold by the Customer then all proceeds of sale shall be the property of the Company and shall be retained in a separate account by the Customer in trust for the Company and shall not be intermingled with any other monies or paid into any overdrawn bank account and shall at all times be kept identifiable as monies held in trust for the Company;

9.2.5 If before it becomes the owner of the goods the Customer makes new objects from the goods or incorporates them into or with other goods those objects or new goods shall be held on trust for the Company;

9.2.6 The Customer will "on demand" (as those words are defined in the Fifth Schedule in the Chattels Transfer Act 1924) assign to the Company all proceeds of sale of the goods by the Customer and will upon request disclose to the Company full details of the sale and the proceeds;

9.2.7 Where the Company has reasonable cause to believe the Customer has not strictly complied with these Terms and Conditions or that the Customer has or will commit an act of bankruptcy or (being a company) has had a receiver appointed or about to be appointed the Company may repossess any or all of the goods supplied and for such purpose may at any time day or night enter by force if necessary upon any premises where such goods are reasonably thought to he stored.

9.3 Notwithstanding anything else herein contained, the risk in any and all goods supplied shall pass to the Customer on dispatch of the goods from the Company's premises and in particular, the Customer shall be responsible for all goods in transit and shall fully insure them.

9.4 The Customer shall reimburse the Company for all liabilities and expenses (including legal expenses) incurred by it in enforcing or attempting to enforce any rights it has under these terms and conditions of supply.

10 Cancellation:

10.1 Notwithstanding any other agreement as to the terms of payment, the total purchase price shall immediately become due and payable and the company shall have the right to forthwith cancel this contract (without prejudice to any other of its rights) upon the occurrence of any of the following events:

10.1.1 The Customer ceases or threatens not to carry on the business;

10.1.2 The Customer enters into any negotiations for any arrangement or composition with its creditors;

10.1.3 The Customer is unable to pay its debts (including contingent liabilities) as they fall due;

10.1.4 The Customer becomes bankrupt or commits an available act of bankruptcy or proceedings are taken for liquidation of the Customer's affairs.

10.1.5 The Customer, being a company, goes into liquidation whether voluntary or compulsory or does anything or fails to do anything which would allow a receiver or manager to be appointed or a receiver or manager to take possession of any of the Customer's assets or which would entitle any person to present an application for winding up or is wound up or dissolved or placed under statutory management or enters into a scheme or arrangement with its creditors or any class thereof:

10.1.6 Any distress or execution is levied on the Customer;

10.1.7 Breach by the Customer of any other terms contained in this agreement.

10.2 Upon the happening of any or more than one of the above events the Company will be entitled to repossess and resell goods which remain the property of the  Company within the terms of Clause 9.

11 Prices:

11.1
Prices may be quoted by the company as either GST exclusive and inclusive, and are based on rates and charges in effect at the date of the sales contract or as listed in the Company's price book.

11.2 Any difference between these rates and charges and those actually ruling at the time of delivery or incurred by the Company will be to the Customer's account.

11.3 The rates and charges referred to above include, but are not limited to:

11.3.1 The rates of currency exchange, freight, insurance and customs duty;

11.3.2 The cost of labour, wharfage, clearing, handling and delivery;

11.3.3 The cost of the goods to the Company.

11.4 Where contracts are based on the latest terms of supply available to the Company from a specific supplier the Company reserves the right to pass on to the Customer any extra costs incurred by the Company as a result of:

11.4.1 Changes in the terms of supply by that supplier; or

11.4.2 The Company accessing an alternative supplier.

11.5 Where the Company issues special quoted prices on the Company's standard quote form, the conditions of the quotation document shall apply, notwithstanding other related standard terms and conditions of sale as contained herein.

12 Tax:

12.1 Any tax is additional to the Company's quoted prices and shall be the Customer's responsibility.

13 Limitation of Liability:

13.1
The Company's liability in any event (whether under these Terms and Conditions or otherwise howsoever) is limited to:

13.1.1 The replacement of any goods supplied free of charge on the same basis as originally agreed or as set out in Clause 3 hereof; or

13.1.2 At the option of the Company a refund of the sale price; and

13.1.3 In respect of defective goods not manufactured by it, the Company shall in no event be liable to pay to the Customer any amount in excess of such amount (if any)as it shall have received from its supplier in respect of the defect; and                                                         

13.1.4 If the contract is frustrated, and/or the goods cannot be delivered for any cause whatsoever, then it is expressly agreed that all expenses incurred by the Company in connection with the contract are to be set off against any sum payable by the Company to the Customer; and the balance, if any, of the Company's expenses in connection with the contract over the amount of the set-off, is to be paid to the Company by the Customer.

13.1.5 Florida Ltd accepts no responsibility for any underground services, i.e. water, power, gas, telephone or any other unforeseen underground facilities.

13.2 The Company accepts no responsibility for labour, material and other costs incurred in removing defective goods and refitting its replacement or for any loss or damage howsoever arising from and whether directly or indirectly attributable to, any defect in any goods supplied.

13.3 Without limiting anything elsewhere contained in these Terms and Conditions, the Company will not be liable for labour, material and other costs or any consequential losses incurred in respect of the Company's failure to supply the goods, or to supply them by any particular time or at any particular place.

13.4 "Downgrade" material is sold without warranty as to product quality or compliance with specification.

13.5 Except as expressly provided in these Conditions all express or implied conditions, statements or warranties, whether statutory or otherwise, are expressly excluded

13.6 The Customer shall indemnify the Company against any and all liability the Company may incur as a result of supplying or agreeing to supply goods to the Customer other than any liability arising under Clause 13.2 or any liability to a consumer arising under the Consumer Guarantees Act 1993. This indemnity shall extend to any liability of the Company to any third party who has acquired the goods from the Customer for business purposes and the Customer has failed to contract out of the provisions of the Consumers Guarantees Act 1993.

13.7 Disputed Accounts – If any account is in dispute, the undisputed portion of the account shall be payable in accordance with the normal terms of payment as described in Clause 7 herein. Payment of the disputed portion (where on reasonable grounds substantiated at the time by the customer in writing it can be contended by the customer that there is genuine dispute) may be withheld provided the matter is brought to the company’s attention in writing as soon as it is discovered or within 7 days of discovery (time being of the essence) If the time limit for notification is not observed then the disputed portion of the account must be paid to the company (who will then hold it in trust pending resolution of the dispute) before the customer may initiate any claim or proceeding to resolve the dispute..

13.8 No clause herein shall be construed as limiting any other clause, but shall be construed as extending the widest limitation of liability in favour of the Company (which term shall for the purposes of this clause be deemed to include officers, employees and agents).

14 Testing:

14.1
All testing and inspection of the goods by the Customer will be at the Company's premises and once undertaken shall be deemed to be final and conclusive.

15 Law Applicable:

15.1
This contract shall be construed and governed by the laws of New Zealand.

16 The Privacy Act 1993:

16.1
The Buyer acknowledges that:

16.1.1 Personal information collected or held by the Company (whether contained in this document or otherwise obtained) is provided and may be held, used and disclosed for the following purposes:

16.1.1.1 Administering, whether directly or indirectly, the Company's contracts and enforcing the Company's rights thereunder;

16.1.1.2 Marketing goods and services provided by the Company;

16.1.1.3 Ascertaining at any time the Customer's creditworthiness and obtaining at any time credit reports, character references or credit statements:

16.1.1.4 Enabling the Company to notify any credit agency of any application for credit or default on any obligation of the Customer to the Company enabling the Company to provide such personal information to any credit agency so such credit agency can maintain effective accounting records;

16.1.1.5 Enabling the Customer to communicate with the Company for any purpose;

16.1.2 Such personal information is collected by and will be held by the Company whose address is 60 Hautapu Road Cambridge or PO Box 218 Cambridge, New Zealand.

16.2 The Customer has the right under the Privacy Act 1993 to obtain access to and to request correction of any personal information concerning it held by the Company.

16.3 The Customer authorises the Company to obtain at any time from any person or entity, any information the Company may require to process and/or accept any application for credit the Customer may make to the Company or to perform or complete any of the other purposes for which the Customer has provided personal information to the Company. The Customer authorises any such person to release to the Company any personal information that person holds concerning the Customer.

16.4 For the purposes of the preceding clauses the term "the Company" includes any financier or discounter of the Company's contract with the customer or any related company of the Company. The term "related company" has the meaning given it by the Companies Act 1993 or replacement legislation.

17 Force Majeure:

The Company is not liable for failure or delay in supply or delivery occasioned by strike, industrial dispute, natural disaster, shortage or unavailability of stocks of products or raw materials, shortage of labour, lack of skilled labour, failure of the Customer's supplier's delay in transit, import restriction, legislative governmental or other prohibition or restriction, fire, flood, hostilities, commotions or other causes whatsoever beyond the Company's reasonable control including power outage or telecommunication disruption or act of war or terrorist attack.

18 Local Laws:

It shall be entirely the responsibility of the Customer to ensure that the goods and the use thereof comply with the laws, regulations and codes of a particular country or local authority and with the requirements of the Customer.

19 Acceptance of Quotation:

The Company's quotation shall be deemed to be withdrawn unless accepted by the Customer within a period of 30 days from the date of issue, unless otherwise agreed.

20 Allocation of Payments Received:

Where, at any time, there is an amount owing by the Customer under any two or more contracts, the Company may apply a payment made by the Customer in such manner (including in such order and to any amounts owing to the Company, including under another contract) as the Company thinks fit and in the Company's sole discretion (despite any direction to the contrary and whether before or after any default by the Customer). The security interest provided for by these Terms and created by this Agreement also secures the amount owing under each contract and this Agreement shall be construed accordingly.

21 Payment by Other than Cash:

Receipt by the Company of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honored,

22 Inspection and Returns:

The Customer agrees to inspect the goods and verify delivery within 7 days of receipt. If no notice to the contrary has been communicated to the company, the Customer is deemed to have accepted the goods or services as received. The Company will, at the company's option issue a credit note for the goods or will repair or replace the goods where disclosed as faulty on such inspection following delivery and when the goods are authorised by the Company to be returned to the company as faulty or delivered as the case may be.

23 Queries/Disputes:

The Company will not consider any job or account queries which are not raised within 1 month from the date of invoice.

24 Security Interest:

(a)
Each contract for the supply of goods entered into between the Customer and the Company creates, in favour of the Company, a security interest in the goods which are the subject of the contract and such security interest secures the payment by the Customer to the Company of all amounts the Customer may owe the Company from time to time and at any time, including future advances.

(b) The Customer authorises the Company to take possession of the collateral if the Company from time to time deems it necessary to do so to perfect or re perfect the Company's security interest in the collateral. For the purposes of this clause,

possession includes but is not limited to the meaning ascribed to it in section 18 of the Personal Property Securities Act 1999 (PPSA).

(c) The buyer agrees that it will not do any thing or allow any act to be done which would have the effect of allowing the creation of a lien over any or all of the collateral that is the subject of the Company's security interest

(d) The Customer agrees to indemnify the Company, upon demand from the Company, for all costs and expenses (including legal fees) incurred Company as a result of the Customer defaulting under this Agreement and in complying with any demand made under section 162 of the PPSA

(e) On the request of the Company, the Customer shall promptly do all things necessary and provide all information required by the Company to enable the Company to perfect and maintain the perfection of any security interest granted to the Company by the Customer (including registration of a financing statement over the goods or the proceeds thereof).

(f) The Customer shall promptly notify the Company of any changes to its personal details as supplied on the credit application form. Where the Customer proposes to change its name, it shall notify the Company accordingly within 5 days of the change taking effect

(g) The Customer shall, within five working days of receiving a written request from the Company, supply the Company with copies of all security interests registered over the Customer’s personal property and the Customer hereby authorises the Company, as its duly appointed agent, to request information from any secured party relating to any security interest to which the Customer is a debtor.

25 Security Interest where goods become Accessions etc:

The Company's interest in the goods continues if the goods are processed included or dealt with in any way causing them to become accessions processed or commingled goods (as defined in the PPSA). The security interest in the original goods will continue in the whole in which they are included and the Customer agrees that it will not grant to any other person a security interest in either the goods or in the whole.

26 Verification Statement:

The Customer waives its right to receive a copy of the Verification Statement in respect of any financing statement relating to the security interest granted to the Company by the Customer.

27 Receiver:

In addition to any other right, power or remedy of the Company expressed or implied in this agreement, at any time after the Customer has defaulted in its obligations, the Company may appoint in writing any person or persons receiver of all or any of the collateral and the receiver shall have the power set out in the Receiverships Act 1993.

28 Trustee Liability:

Where the Customer is a trust, each trustee of the trust is bound by this Agreement and the trustees' liability shall not be limited to the assets of trust unless the trustee is an independent trustee (being a trustee who has no right to or interest in any of the assets of the trust either directly or indirectly except in the trustee's capacity as trustee of that trust). However, this limitation of liability for independent trustees shall not affect the liability of the independent trustee that personally guarantees the Customer’s obligations under this Agreement.

29 Consumer Guarantees Act 1993:

Where the Customer is not a consumer as defined in the Consumer Guarantees Act 1993 ("the CGA"), the CGA will not apply to the supply of the goods from the Company to the buyer.

30 Contracting out of the Personal Properties Securities Act (PPSA):

The parties contract out of sections 114(1)(a), 117(1)(c), 133 and 134 of the PPSA.

The parties contract out of Customers rights in sections 116, 119, 120(2), 121, 125, 129, 131 and 132 of the PPSA.

31 Personal Guarantee:

In consideration of the company at my/our express request (as I/We doth/do hereby admit and acknowledge) granting to  (“the customer”) credit pursuing to the foregoing terms of trade I/We (Florida Ltd) Being director(s) / partner(s) / proprietor(s) of the customer do hereby covenant and agree with the company granting to the Customer a credit facility on terms and conditions negotiated between the Company and the Customer.

I/We personally guarantee the payment to the Company on demand of all sums of money owed by the Customer to the Company pursuant to the credit facility and also liquidated damages and expenses and legal costs incurred by the Company in relation to the credit facility.

I/We as Guarantor acknowledge that I am/We are principal debtors and accordingly the Company may proceed against me/us for recovery of monies whether or not it has first proceeded against the Customer. If there is more than one person comprising the Guarantor then we acknowledge that we guarantee jointly and severally the obligations of the Customer to you.

I/We acknowledge that no indulgence, granting of time, waiver or forbearance to sue or any other concession relieves me/us from liability herein.

The Customer and the Guarantor each hereby authorize the Company to make whatever credit reference enquiries it considers justified from my/our financial and other sources and to provide credit references relating to the Customer and/or the Guarantor if/when requested by the Company of third parties.

32 Amendments to Terms of Trade:                     

These terms of trade may be amended at any time by the Company. The terms of amendment shall be forwarded by the Company to the Customer and upon orders being received from the Customer or the Company’s quotations being accepted by the Customer the supply of goods and services shall thereafter be deemed to be based on the amended terms of trade so forwarded and the Customer acknowledges that it will have contracted on those amended terms.

33 General:                               

Nothing contained in these terms of trade shall be deemed to exclude or restrict any rights or remedies that the Customer may have under the Fair Trading Act 1986. If any provision in these conditions is illegal invalid or unenforceable the validity and enforceability of the remaining provisions of these terms of trade will not be affected.

34 Notices:

Notice by the Company to the Customer shall be deemed to have been received and delivered if posted or delivered by hand to the last known address of the Customer whether or not the same is actually received by the Customer.

35 Privacy Collection:

When you register for an online account.
When you contact us to enquire about this site or any of our products or services.
Through your use of this site and the services and functionality offered through it.

36 Use:

We will only use personal information about you for the following reasons:
To create an online account for you.
To record and process your orders.
To add to our database so we may inform you of specials, promotions, offers and events via email or post.
To improve the products and services we offer through this site.
To respond to your queries.
Any other reasons which we may notify at the time the information is collected.