NZHX - Terms of Sale

TERMS OF SALE

  1. Sale and Purchase Contract
    The Vendor agrees to sell and the Purchaser agrees to purchase, the honey described in the relevant NZHX listing page in accordance with these Terms of Sale. These Terms of Sale form the contract between the Vendor and  the Purchaser and may also be relied on by NZHX
  1. Calculation of Purchase Price
    The purchase price is the amount listed on the invoice supplied by NZHX on behalf of the Vendor and will be calculated on a per kilo basis to the nearest full drum of honey as specified in the quantity selected by the Purchaser plus GST (if any) (“the Purchase Price”).

    The vendor will supply NZHX with an invoice issued in the name of the Purchaser for the Purchase Price within 72 hours of the listing closing
  1. Payment of the Purchase Price to NZHX
    The Purchaser will pay the Purchase Price in cleared funds to NZHX account within 48 hours of the invoice being received:
    1. by direct credit or online transfer to NZHX’s account; and
    2. without any set-off or deduction.
  1. Payment by NZHX
    NZHX shall be entitled to deduct commission from the Purchase Price paid into the NZHX account.

    NZHX will credit the Purchase Price net of any commission to the Vendor’s account within 5 business days of receiving payment from the Purchaser in accordance with clause 3.

    If NZHX credits (or otherwise pays) the Purchase Price to the Vendor’s account before receiving that amount in cleared funds from the Purchaser:
    1. the Vendor agrees that all rights relating to the Purchase Price and the Honey will be transferred or subrogated to NZHX; and
    2. the Purchaser agrees that any payment by NZHX to the Vendor will not constitute payment of any part of the Purchase Price by the Purchaser and all of the provisions of this contract will remain available to NZHX, but without prejudice to NZHX’s other rights and remedies.
  1. Interest on late payment
    If any amount payable by the Purchaser under this contract is not paid on the due date for any reason (other than the Vendor’s default), the Purchaser will be liable to pay to the Vendor, on demand, interest on the unpaid amount from the due date for payment at the rate charged by NZHX on overdue accounts at that time.
  1. Delivery
    The Vendor will make the honey available for the Purchaser to take delivery at the address at which the honey was located on the date of this contract (or any alternative location agreed by the Vendor and Purchaser). The Purchaser must arrange pick up of the honey from the nominated address within ten business days of payment of the Purchase Price in accordance with clause 3.
  1. Purchaser Default
    If for any reason (other than the Vendor’s default) the Purchaser does not:
    1. take delivery of all or any of the Honey in accordance with the terms of this contract (or any other date agreed by the parties); or
    2. pay the Purchase Price in accordance with the terms of this contract

then the Vendor may notify the Purchaser of that failure and, if the Purchaser does not remedy that failure within 3 business days after such notification, the Vendor may without prejudice to any other rights or remedies available to the Vendor at law or in equity:

  1. sue the Purchaser for specific performance; and/or
  2. by notice to the Purchaser cancel this contract in respect of any Honey the Purchaser has not taken delivery of, and sue the Purchaser for damages

The Vendor may charge the Purchaser reasonable storage costs (including any costs to transport honey to alternative storage) in the event that the Purchaser does not arrange for pick up of the Honey from the nominated address within the time frame specified in clause 6.

  1. Failure by Vendor
    If for any reason (other than the Purchaser’s default) the Vendor does not make all or any of the Honey available for delivery by the Purchaser in accordance with this contract, then the Purchaser may notify the Vendor of that failure and, if the Vendor does not remedy that failure within 3 days after such notification, the Purchaser may without prejudice to any other rights or remedies available to the Purchaser at law or in equity:
    1. sue the Vendor for specific performance; and/or
    2. by notice to the Vendor cancel this contract in respect of any Honey the Purchaser has not taken delivery of, and sue the Vendor for damages
  1. Vendor Obligations
    The Vendor must:
    1. Ensure any honey is correctly stored at all times; and
    2. Complete all necessary documentation as required under the Animal Products Act 1999 and any other notice or declaration required by law for the sale or transport of the honey; and 
    3. make available to the purchaser an amount of honey equal to or above (to the nearest full drum) the quantity specified on the listing as finalised by use of ‘buy now’ or ‘make offer’ option; and
    4. provide to the Purchaser full equitable, beneficial and legal ownership and title in the honey free and clear of all encumbrances and adverse interests at the time of delivery to the Purchaser in accordance with clause 6.
  1. Risk
    Each drum of Honey is and will remain at the Vendor’s sole risk in all respects until the honey crosses the tailgate of the Purchaser’s nominated carrier. At this point the honey will be “delivered” for the purposes of this contract and will be at the Purchaser’s sole risk in all respects.
  1. Passing of title
    Title in the honey shall remain with the Vendor and shall not pass to the Purchaser until the Purchase Price has been paid in full in cleared funds in accordance wi8th the terms of this contract.
  1. Force majeure
    If any reason beyond the Vendor’s reasonable control including death, disease, theft, flood, earthquake or other natural disaster (force majeure) the Vendor cannot make all of the honey available for the Purchaser in accordance with this contract:
    1. the Vendor must promptly notify the Purchaser and NZHX of that force majeure, and must do everything reasonably practicable to mitigate the effect of that force majeure;
    2. the amount of honey sold under this contract will be reduced by the amount of honey that the Vendor cannot make available to the Purchaser due to force majeure; and
    3. the Vendor will not be liable for, and the Purchaser will not be entitled to compensation for, any reduction in honey due to force majeure.
  1. NZHX
    The Vendor and the Purchaser agree that:
    1. except as expressly stated in this contract or the NZHX terms of use, NZHX is not required to make any disclosure to any person or to do anything under or in relation to this contract;
    2. NZHX may act in multiple capacities under this contract, including as agent for the Vendor and/or the Purchaser (for example, giving or receiving notices or information for, or acting for, either the Vendor and/or the Purchaser) and also as a principal buying and selling stock on its own account (so that NZHX is also the Vendor or Purchaser);
    3. regardless of any conflict of interest, NZHX may deal with the Vendor or Purchaser as NZHX considers appropriate without owing any duty of disclosure or to account, or any fiduciary or other obligation arising out of so acting;
    4. neither of them is entitled to access the advice, information or property of the other of them.

Each of the Vendor’s and the Purchaser’s obligations in this contract are also for the benefit of NZHX, and are intended to be enforceable by NZHX.

  1. Limitation of Liability
    NZHX is not in any circumstances liable to the Vendor, the Purchaser or any other person in contract, tort, negligence, equity or in any other way for any loss or damage of any kind, arising from or in relation to this contract. If for any reason NZHX cannot rely on this exclusion of liability, its liability will be limited to direct physical loss suffered to a maximum of $50 per transaction/contract. In no event will NZHX be liable for any loss of profit, savings, goodwill or business opportunity or for any indirect or consequential loss or for general or special damages.

The Vendor and the Purchaser agree to indemnify NZHX on demand against all claims, costs (including full legal costs), losses, liabilities and demands that NZHX incurs directly or indirectly as a result of their failure to comply with this contract.

  1. Dispute resolution
    Any dispute between the Vendor and the Purchaser concerning whether the honey or part thereof may be rejected in accordance with this contract will be referred by NZHX, at the request of the Vendor or the Purchaser, to an independent expert for determination.

The independent expert will be appointed by NZHX after consultation with the Vendor and the Purchaser (or, if NZHX is also the Vendor or Purchaser in its own right, appointed by the President of The Law Society failing agreement between the Vendor and the Purchaser). The independent expert may be NZHX or an individual employed by NZHX.

In determining a dispute the independent expert will:

  1. act as an expert and not as an arbitrator;
  2. rely on the expert’s own knowledge, skill, experience and judgment;
  3. be entitled to make enquiries without reference to the Purchaser or the Vendor.

The expert will be requested to give the expert’s determination of the dispute as soon as practicable after being appointed. The expert’s determination will be final and binding on the Purchaser and the Vendor.
The expert’s fees with respect to his or her determination will be borne equally by the Vendor and the Purchaser, except to the extent that the expert determines otherwise.

  1. Miscellaneous
    Joint and several liability:
    If the Vendor or the Purchaser is more than one person, the obligations of the Vendor and/or the Purchaser (as the case may be) under this contract bind all those persons jointly and severally.
    Variation: 
    This contract can only be varied by agreement in writing.
    Interpretation: In this contract, unless the context otherwise requires:
    ‘business day’ means any day other than a Saturday, Sunday, a day in the period from 25 December to 4 January in the following year (inclusive) or a day that is a public holiday in the location or region the Listing Page indicates as the location of the honey;
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