Terms & Conditions

Terms and Conditions

1. Definitions

1.1 Vigor & Vitality Ltd., (referred to as v&v) its successors and assigns or any person acting on behalf of and with the authority of Vigor & Vitality
Ltd.
1.2 “Client” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Client is a reference to
each Client jointly and severally.
1.3 “goods” all Goods or Services supplied by v&v to the Client at the Client from time to time (where the context so permits the terms ‘Goods’ or
‘Services’ shall be interchangeable for the other).
1.4 ‘Price’ means the Price payable for the Goods as agreed between v&v and the Client in accordance with clause 4 below.

2. Acceptance

2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an
order for or accepts delivery of the Goods.
2.2 These terms and conditions may only be amended with consent in writing and shall prevail to the extent of any inconsistency with any other
document or agreement between the Client and v&v.

3. Change in Control

3.1 The Client shall give v&v not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other
change in the Client’s details (including but not limited to, change in the Client’s name, address, contact phone or fax number/s, or business practice).
The Client shall be liable for any loss incurred by v&v as a result of the Client’s failure to comply with this clause.

4. Price and Payment

4.1 At v&vs’ sole discretion the Price shall be either:
(a) as indicated on any invoice provided by v&v to the Client; or
(b) quoted price (subject to clause 4.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
4.2 v&v reserves the right to change the Price if a variation to v&vs’ quotation is requested.
4.3 At v&vs’ sole discretion a non-refundable deposit may be required.
4.4 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by v&v, which may be:
(a) on delivery of the Goods;
(b) before delivery of the Goods;
(c) for certain approved Client
(d) DEFAULT! Please pay your first order before dispatch
– Orders up to $500 within 7 days, &
– Orders over $500 within 14 days
(e) the date specified on any invoice or other form as being the date for payment; or
(f) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by v&v.
4.5 Payment may be made by electronic/on-line banking, credit card (through on-line account upon request), or by any other method as agreed to between the Client and v&v.
4.6 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to v&v an amount equal to any GST v&v must
pay for any supply by v&v under this or any other agreement for the sale of the Goods. The Client must pay GST, without deduction or set off of any
other amounts, at the same time and on the same basis as the Client pays the Price. In addition the Client must pay any other taxes and duties that may be
applicable in addition to the Price except where they are expressly included in the Price.

5. Delivery of Goods

5.1 Delivery (‘Delivery’) of the Goods is taken to occur at the time that v&v (or nominated carrier) delivers the Goods to the Client’s nominated address.
5.2 At v&vs’ sole discretion the cost of delivery is in addition to the Price.
5.3 The Client must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged then v&v shall be entitled to charge a reasonable fee for redeliver and/or storage.
5.4 v&v may deliver the Goods in separate installments. Each separate installment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
5.5 Any time or date given by v&v to the Client is an estimate only. The Client must still accept delivery of the Goods even if late and v&v will not be
liable for any loss or damage incurred by the Client as a result of the delivery being late.

6. Risk

6.1 Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.
6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, v&v is entitled to receive all insurance
proceeds payable for the Goods. The production of these terms and conditions by v&v is sufficient evidence of rights to receive the insurance proceeds
without the need for any person dealing with v&v to make further enquiries.
6.3 If the Client requests v&v to leave Goods outside v&vs’ premises for collection or to deliver the Goods to an unattended location then such Goods
shall be left at the Client ‘s sole risk.

7. Title

7.1 v&v and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid v&v all amounts owing to v&v; and
(b) the Client has met all of its other obligations to v&v.
7.2 Receipt by v&v of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or
recognised.
7.3 It is further agreed that:
(a) until ownership of the Goods passes to the Client in accordance with clause 7.1 that the Client is only a bailee of the Goods and must return the
Goods to v&v on request.
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for v&v and must pay to v&v the proceeds of any insurance in the event of
the Goods being lost, damaged or destroyed.
(c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of bu siness and for market value. If
the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for v&v and must pay or
deliver the proceeds to v&v on demand.
(d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting
product on trust for the benefit of v&v and must sell, dispose of or return the resulting product to v&v as it so directs.
(e) the Client irrevocably authorises v&v to enter any premises where v&v believes the Goods are kept and recover possession of the Goods.
(f) v&v may recover possession of any Goods in transit whether or not delivery has occurred.
(g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain
the property of v&v.
(h) v&v may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not p assed to the Client.

8. Persobal Property Securities Act 1999 (“PPSA”)

8.1 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:
(a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and
(b) a security interest is taken in all Goods previously supplied by v&v to the Client (if any) and all Goods that will be supplied in the future by v&v to
the Client.
8.2 The Client undertakes to:
(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which
v&v may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
(b) indemnify, and upon demand reimburse, v&v for all expenses incurred in registering a financing statement or financing change statement on the
Personal Property Securities Register or releasing any Goods charged thereby;
(c) not register a financing change statement or a change demand without the prior written consent of v&v; and
(d) immediately advise v&v of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds
derived from such sales.
8.3 v&v and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
8.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
8.5 Unless otherwise agreed to in writing by v&v, the Client waives its right to receive a verification statement in accordan ce with section 148 of the
PPSA.
8.6 The Client shall unconditionally ratify any actions taken by v&v under clauses 8.1 to 8.5.

9. Security and Charge

9.1 In consideration of v&v agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land,
realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance b y the Client of its obligations
under these terms and conditions (including, but not limited to, the payment of any money).
9.2 The Client indemnifies v&v from and against all v&vs’ costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising v&vs’rights under this clause.
9.3 The Client irrevocably appoints v&v and each director of v&v as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to
the provisions of this clause 9 including, but not limited to, signing any document on the Client’s behalf.

10. Client’s Disclaimer

10.1 The Client hereby disclaims any right to rescind, or cancel any contract with v&v or to sue for damages or to claim restitution arising out of any
inadvertent misrepresentation made to the Client by v&v and the Client acknowledges that the Goods are bought relying solely upon the Client’s skill
and judgement.

11. Defects

11.1 The Client shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify v&v of any alleged
defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford v&v an oppor tunity to inspect the Goods
within a reasonable time following delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these
provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which v&v has agreed in writing that the Client is
entitled to reject, v&vs’ liability is limited to either (at v&vs’ discretion) replacing the Goods or repairing the Goods.
11.2 Goods will not be accepted for return other than in accordance with 11.1 above.

12. Warranty

12.1 To the extent permitted by statute, no warranty is given by v&v as to the quality or suitability of the Goods for any purpose and any implied
warranty, is expressly excluded. V&v shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however
arising.

13. Consumer Guarantees Act 1993

13.1 If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act
1993 do not apply to the supply of Goods by v&v to the Client.

14. Intellectual Property

14.1 Where v&v has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the
property of v&v.
14.2 The Client warrants that all designs, specifications or instructions given to v&v will not cause v&v to infringe any patent, registered design or
trademark in the execution of the Client’s order and the Client agrees to indemnify v&v against any action taken by a third party against v&v in respect
of any such infringement.
14.3 The Client agrees that v&v may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or
Goods which v&v has created for the Client.

15. Default and Consequences of Default

15.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half
percent (2.5%) per calendar month (and at v&vs’ sole discretion such interest shall compound monthly at such a rate) after as well as before any
judgment.
15.2 If the Client owes v&v any money the Client shall indemnify v&v from and against all costs and disbursements incurred by v&v in recovering the
debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, v&vs’ collection agency costs, and bank
dishonour fees).
15.3 Without prejudice to any other remedies v&v may have, if at any time the Client is in breach of any obligation (including those relating to payment)
under these terms and conditions v&v may suspend or terminate the supply of Goods to the Client. v&v will not be liable to the Client for any loss or
damage the Client suffers because v&v has exercised its rights under this clause.
15.4 Without prejudice to v&vs’ other remedies at law v&v shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled
and all amounts owing to v&v shall, whether or not due for payment, become immediately payable if:
(a) any money payable to v&v becomes overdue, or in v&vs’ opinion the Client will be unable to make a payment when it falls due;
(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment
for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

16. Cancellation

16.1 v&v may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by
giving written notice to the Client. On giving such notice v&v shall repay to the Client any money paid by the Client for the Goods. v&v shall not be
liable for any loss or damage whatsoever arising from such cancellation.
16.2 In the event that the Client cancels delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by v&v as a
direct result of the cancellation (including, but not limited to, any loss of profits).
16.3 Cancellation of orders for Goods made to the Client specifications, or for non-stocklist items, will definitely not be accepted once production has
commenced, or an order has been placed.

17. Privacy Act 1993

17.1 The Client authorises v&v or v&vs’ agent to:
(a) access, collect, retain and use any information about the Client;
(i) (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client ; or
(ii) for the purpose of marketing products and services to the Client.
(b) disclose information about the Client, whether collected by v&v from the Client directly or obtained by v&v from any other source, to any other
credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the
Client.
17.2 Where the Client is an individual the authorities under clause 17.1 are authorities or consents for the purposes of the Privacy Act 1993.
17.3 The Client shall have the right to request v&v for a copy of the information about the Client retained by v&v and the right to request v&v to correct
any incorrect information about the Client held by v&v.

18. Unpaid Seller’s Rights

18.1 Where the Client has left any item with v&v for repair, modification, exchange or for v&v to perform any other service in relation to the item and
v&v has not received or been tendered the whole of any moneys owing to it by the Client, v&v shall have, until all moneys owing to v&v are paid:
(a) a lien on the item; and
(b) the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of uncollected
goods.
18.2 The lien of v&v shall continue despite the commencement of proceedings, or judgment for any moneys owing to v&v having b een obtained against
the Client.

19. General

19.1 The failure by v&v to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect v&vs’
right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity,
existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
19.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of
the courts of New Zealand.
19.3 v&v shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered
by the Client arising out of a breach by v&v of these terms and conditions (alternatively v&vs’liability shall be limited to damages which under no
circumstances shall exceed the Price of the Goods).
19.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by v&v nor to withhold payment of any invoice because part of that invoice is in dispute.
19.5 v&v may license or sub-contract all or any part of its rights and obligations without the Client’s consent,
19.6 The Client agrees that v&v may amend these terms and conditions at any time. If v&v makes a change to these terms and conditions, then that
change will take effect from the date on which v&v notifies the Client of such change. The Client will be taken to have accepted such changes if the
Client makes a further request for v&v to provide Goods to the Client.
19.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock -out, industrial action, fire, flood, storm or other event
beyond the reasonable control of either party.
19.8 The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorizations to allow it to do so, it is not
insolvent and that this agreement creates binding and valid legal obligations on it.