Terms of trade
1.1 “Global Candy” means Global Candy Ltd, its successors and assigns or any person acting on behalf of and with the authority of Global Candy 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” means all Goods or Services supplied by Global Candy to the Client at the Client’s request 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 Global Candy and the Client in accordance with clause 6 below.
2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions ifthe Client places an order for Goods, or accepts Delivery.
2.2 These terms and conditions may only be amended with Global Candy’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and Global Candy.
2.3 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 22 of the Electronic Transactions Act 2002 or any other applicable provisions of that Act or any Regulations referred to in that Act.
3. Authorised Representatives
3.1 Unless otherwise limited as per clause 3.2, the Client agrees that should the Client introduce any third party to Global Candy as the Client’s duly authorised representative,that once introduced that person shall have the full authority of the Client to order any Goods, and/or any variation thereto, on the Client’s behalf (such authority to continue until all requested Goods have been delivered or the Client otherwise notifies Global Candy in writing that said person is no longer the Client’s duly authorised representative).
3.2 In the event that the Client’s duly authorised representative as per clause 3.1 is to have only limited authority to act on the Client’sbehalf then the Client must specifically and clearly advise Global Candy inwriting of the parameters of the limited authority granted to their representative.
3.3 The Client specifically acknowledges and accepts that they will be solely liable to Global Candy for all additional costs incurred by Global Candy (including Global Candy’s profit margin) in providing any Goods, or variation/s thereto, requested by the Client’s duly authorised representative (subject always to the limitations imposed under clause 3.2 (if any)).
4. Change in Control
4.1 The Client shall give Global Candy 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,changes 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 Global Candy asa result of the Client’s failure to comply with this clause.
5.1 Global Candy reserves the right to accept in whole or part any order or to decline any order. Any order or part order not accepted is deemed to be cancelled.
5.2 The Client acknowledges and accepts that the supply of Goods for accepted orders may be subject to availability and if, for any reason, Goods are not or cease to be available, Global Candy reserves the right to vary the Price with alternative Goods as per clause 6.2.
5.4 The Client acknowledges and agrees that any advanced ordering on specialty and/or seasonal Goods (e.g.Easter, etc.) cannot be cancelled or varied after thirty (30) days of order placement.
6.1 At Global Candy’s sole discretion the Price shall be either:
(a) asindicated on any invoice provided by Global Candy to the Client; or
(b) thePrice as at the date of Delivery according to Global Candy’s current pricelist; or
(c) GlobalCandy’s quoted price (subject to clause 6.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
6.3 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by Global Candy, which may be:
(a) Payment must be made before order is processed and delivered
(b) The only variation to this is when alternative arrangements have been made with Global Candy Ltd Management
6.4 Payment may be made by cheque, bank cheque,electronic on-line banking, or by any other method as agreed to between the Client and Global Candy.
6.5 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to Global Candy an amount equal to any GST Global Candy must pay for any supply by Global Candy 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 anyother taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
7.1 Delivery of the Goods (“Delivery”) is taken to occur at the time that:
(a) the Clientor the Client’s nominated carrier takes possession of the Goods at Global Candy’s address; or
(b) Global Candy (or Global Candy’s nominated carrier) delivers the Goods to the Client’s nominated address, even if the Client is not present at the address.
7.2 At Global Candy’s sole discretion, the cost of Deliveryis in addition to the Price.
7.3 The Client must take Delivery by receipt or collection of the Goods whenever they are tendered for Delivery. In the eventthat the Client is unable to take Delivery as arranged then Global Candy shall be entitled to charge a reasonable fee for redelivery and/or storage.
7.4 Global Candy may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
7.5 Any time or date given by Global Candy to the Client is an estimate only and can be affected by availability of the Goods from external suppliers. The Client must still accept Delivery even if late and Global Candy will not be liable for any loss or damage incurred by the Client as a result of Delivery being late.
8.1 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.
8.2 If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, Global Candy is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Global Candy is sufficient evidence of Global Candy’s rights to receive the insurance proceeds without the need for any person dealing with Global Candy to make further enquiries.
8.3 If the Client requests Global Candy to leave Goods outside Global Candy’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Client’s sole risk.
(a) the Client has paid Global Candy all amounts owing to Global Candy; and
(b) the Client has met all of its other obligations to Global Candy.
9.2 Receipt by Global Candy 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, and until then Global Candy’s rights and ownership in relation to the Goods, and this agreement, shall continue.
9.3 It is further agreed that, until ownership of the Goods passes to the Client in accordance with clause 9.1:
(a) the Clientis only a bailee of the Goods and must return the Goods to Global Candy onrequest.
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for Global Candy and must pay to Global Candy 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 business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must holdthe proceeds of any such act on trust for Global Candy and must pay or deliver the proceeds to Global Candy on demand.
(d) the Client should not convert or process the Goods or intermix them with other goods butif the Client does so then the Client holds the resulting product on trust for the benefit of Global Candy and must sell, dispose of or return the resulting product to Global Candy as it so directs.