Terms and Conditions (“the Terms”) of Sale and Supply for the Uduit Web Sites www.uduit-diy-co.nz, and www.uduit.co.nz

Important: Please read the terms carefully prior to making a purchase from the Web Sites. The terms sets out the conditions that apply to your use of either of the Uduit web sites (www.uduit-diy.co.nz, and www.uduit.co.nz) “Site” and your order of goods and services through these sites. All order are restricted to purchase in New Zealand and to persons 18 years and over. By clicking the “I agree to terms and conditions” button at the end of the ordering process and by placing an order for the goods and services through either of these web sites you accept, and agree to be bound by the terms. Uduit is a division of TDC Limited, PO Box 107080, Airport Oaks, 14-22 Aintree Ave, Auckland 2150. Uduit is an online service.

Contract

1.     The Terms between Uduit (the “Supplier”) and the Buyer ("Buyer") constitute the contract between Uduit and the Buyer for the sale and purchase of the goods and/or services specified in Uduit's invoices to the Buyer in New Zealand, which Uduit may issue from time to time pursuant to this contract. The Terms are also binding on all users of the Site. Use of this Site shall be deemed to be acceptance to the Terms.

2.     Uduit may modify the Terms in whole or part from time to time without prior notice to you, and if it does, the modified Terms will govern your access to this Site and use of this Site from the date of modification. You should periodically visit this page by clicking the Terms and Conditions link at the bottom of each page of the Site to familiarise yourself with any changes.

3.     Any quotation, price list or other information on this Site supplied by or on behalf of Uduit is not an offer which the Buyer can accept. All orders placed by the Buyer shall incorporate the Terms and shall constitute an offer which Uduit may in its discretion accept. Any acceptance by Uduit shall be conditional upon receipt of payment of the Contract Price pursuant to clause 7 of the Terms. Any part of any order inconsistent with the Terms, shall be void unless it is expressly accepted by Uduit in writing.

4.     All goods and/or services supplied from time to time by Uduit to the Buyer shall be supplied under this contract which shall be continuous in nature. Delivery of goods by instalment or separately shall be deemed to be delivery under this contract and not under separate contracts.

5.     To the extent permissible by law, apart from the Terms, and any warranty ("Warranty") provided in the Warranty section of these Terms, either directly by Uduit to the Buyer purchasing as a consumer (within the meaning of the Consumer Guarantees Act 1993) or in accordance with clause 23-29, all other conditions, warranties, descriptions, representations, and conditions as to fitness or suitability for purpose, tolerance of any conditions, merchantability or otherwise (whether of a like nature or not) and whether express or implied by law, trade custom or otherwise are expressly excluded.

Price and Payment

6.     The "Contract Price" means the aggregate of the price for the goods and/or services at the date of invoice together with the cost of freight to the Buyer's premises and any applicable sales, value added, excise, goods and service tax (and any other tax) in relation to the supply of the goods and/or services and all other charges on their supply and delivery.

7.     Payment of the Contract Price will be made by credit card, unless another prearranged payment method is expressly accepted by Uduit in writing. Payment of the Contract Price must be received by Uduit before planning and production for the goods and/or services has commenced.

8.     All prices listed on this Site are in New Zealand dollars and are GST exclusive, unless otherwise stated. GST, packaging and freight delivery charges are calculated in full during the ordering process of the Websites, prior to confirming payment.

9.     In the event a product is listed at an incorrect price due to a typographical error or error in pricing information, Uduit shall have the right to refuse or cancel any undelivered orders placed for products listed at the incorrect price. Uduit shall have the right to refuse or cancel any such orders at any time prior to delivery, regardless of whether or not the order has been confirmed or payment has been received. If payment has been received, Uduit will refund the payment.

Delivery

10.  Delivery shall be made at the place detailed by the customer during ordering, however Uduit has the right to assess accuracy of the information and viability of the delivery address. Delivery may be at Uduit's selected premises, if no place is agreed. Uduit has the right to select the method of delivery and the carrier. Delivery may be made by instalments, at the sole option of Uduit.

11.  Delivery can only be within New Zealand and to a physical address. Uduit is unable to deliver to a PO Box address, as signature on delivery is required.

12.  Delivery times vary depending on the location required by the customer. The furniture delivery company must be able to make phone contact with the customer to arrange an appropriate delivery time. Customers must be in attendance at time of delivery and be able to assist with unloading. Furniture truck drivers are not expected to deliver products inside houses. It is expected customers can assist with unloading of trucks

13.  Delivery costs published on orders cover a 5km radius from the centre of the towns listed. Customers in locations outside these zones must email their specific address and directions and request a delivery cost estimate. Uduit has the right to refuse delivery to an address.

14.  Where no one is at the address to receive the Buyer will then need to arrange pick up of the item from the nearest depot, or pay extra costs covering re-delivery.

15.  Delivery charges (where applicable) are based on the weight and size measurements of the product purchased. Delivery charges are calculated and shown as a separate item before payment details are requested.

Title/Risk

16.  From the time of delivery of the goods (or, if delivery is in instalments, the relevant part of the goods), title to the goods shall pass to the Buyer and the Buyer shall bear the risk of any loss, damage or deterioration of or to the goods from such time.

Faulty or damaged goods identified on arrival

17.  No return of goods will be accepted or disputes entered into after seven (7) days from the receipt of the delivery without the agreement of the Supplier.

18.  To the extent permissible by law, and where not inconsistent with any Warranty provided to the Buyer in accordance with clause 22-28, Uduit shall not accept goods for credit or refund unless:

a.                Uduit has been notified via email within 7 days of receipt of the goods.

b.                they have been damaged during delivery or are not in full working order or have been double-delivered or mistakenly supplied; and in these cases the returned goods are delivered to a location nominated by Uduit

c.                in the case of transit damaged goods, and goods not in full working order Uduit must receive the goods correctly packed in their original carton within 14 days of receipt by the Buyer, and all accessories, instruction manuals and packaging are returned to Uduit intact; and

d.               in the case of goods returned because of double-delivery or mistaken delivery:

                          v.          Uduit receives the goods within 14 days of receipt by the Buyer; and

                        vi.          Uduit receives the carton unopened and in good condition with no rips, tears or writing; and

                       vii.          a written note accompanies the goods stating the invoice number(s) the goods were supplied with (both invoice numbers in the case of double-delivery) the Buyer's name and telephone number, and the reason for the goods return.

Provided that if any goods referred to in this clause are not returned to Uduit within the time specified in clause 18(c) or 17(d) (where relevant), the Buyer shall be solely responsible for any claims arising from any damage or alleged damage to the goods no matter how caused.

Cancellations after an order is placed



19.  All Uduit goods are made to order, therefore no return of goods will be accepted after placement of an order. Goods cannot be returned if they are received and fit for purpose.

Delay

20.  Any time for delivery of goods quoted by Uduit shall be approximate only and Uduit shall not be liable to the Buyer for failure to supply or deliver any goods and/or services at such time on any grounds whatsoever, including negligence by Uduit.

Liability

21.  To the extent permissible by law, Uduit shall not be liable for any loss of profits or any consequential, indirect or special loss or damage, or injury of any kind whatsoever whether suffered by the Buyer; and/or the Buyer's servants, agents, contractors, Buyers, visitors, tenants, or any other persons (whether similar to the above or not), and whether arising directly or indirectly from any:

a.                defect or non-compliance of goods supplied and/or services performed; or

b.                breach of any of Uduit's obligations under or in connection with this contract; or

c.                cancellation or termination of this contract; or

d.               negligence, misrepresentation or other act or omission on the part of Uduit, its servants, agents or contractors; or

e.                other cause;

and the Buyer shall indemnify Uduit against any claim by any of the persons above or their representatives against any loss, damage or injury for which Uduit's liability is excluded by this clause.

22.  Notwithstanding anything in clause 21 or elsewhere in the Terms, to the extent permissible by law, Uduit's liability, whether; in contract; pursuant to cancellation of this contract; in tort; or in any other way, concerning all claims for loss, damage or injury which arise directly or indirectly from any of the events set out in clause 21, shall not in aggregate exceed the Contract Price for the goods and/or services concerning which the loss, damage or injury arose.

Warranty

23.  If the Buyer purchases goods under the Terms of the Uduit Web Site for the purpose of on-sale to consumers (within the meaning of the Consumer Guarantees Act 1993), the Buyer shall upon such on-sale, complete and issue to the consumer a Warranty in respect of those goods in such form as Uduit may provide the Buyer, provided that such goods are not damaged, defective or shop-soiled at the time of on-sale to the consumer.

24.  The Buyer is not authorised to complete and/or issue a Warranty to any person except in accordance with clause 22.

25.  The Buyer agrees and accepts that quoted sizes of all products are nominal, and that there will be some variation in dimension and size based on standard raw material and manufacturing variances or tolerances.

26.  The Supplier will guarantee (warranty) the products supplied against faulty workmanship and faulty materials in line with standard industry expectations for each product up to a maximum of 5 years from the date of delivery. To exercise this guarantee (warranty) the Buyer must have documentary proof that the goods originated from the Supplier.

27.  The Supplier expressly does not guarantee the products against any other incident, occurrence or fault (including, without limitation, against normal household wear and tear, abuse and impact damage, exposure to heat or moisture, exposure to prolonged direct sunlight or humidity, surface damage from contact with abrasive or sharp items, or exposure to abrasive cleaners, liquids and incorrect handling by customers. The products are expressly not water or moisture proof. Uduit does not guarantee the products as water or moisture resistant. The Supplier expressly does not guarantee Flatpacked DIY CKD products against incorrect assembly. Incorrect assembly will immediately void any product guarantee.

28.  The Supplier reserves the right to modify or change materials and components on individual items where it is considered necessary by the Supplier.

29.  For general care, note – it is recommended to wipe off spilt liquids immediately. General cleaning should be with a soft cloth. Failure to care for, store or use the products in the manner reasonably expected of a usual consumer or Buyer including incorrect assembly will void the warranty otherwise provided under clause 26 above.

Dimensions, Plans, and Specifications

30.  All customary building industry tolerances shall apply to the dimensions and measurements of Goods unless the Supplier and the Purchaser agree otherwise in writing.

31.  The Supplier shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Buyer.

32.  If the giving of an estimate or quotation for the supply of Goods involves the Supplier estimating measurements and quantities, it shall be the responsibility of the Buyer to verify the accuracy of such estimate before accepting such quotation.

33.  Should the Buyer require any changes to the Supplier's estimated measurements and quantities, the Buyer shall request such changes in writing, in the case of an estimate, before placing an order based on that estimate, and in the case of a quotation, before acceptance of that quotation.

34.  Where the Buyer requests changes to be made to estimated quantities or measurements after the Supplier has accepted the Buyer’s order in writing, the price shall be appropriately adjusted and any estimated delivery date rescheduled.

Force Majeure

35.  Without limiting any other provisions of these Standard Terms and Conditions of Sale, the Supplier shall not be liable for any delay or failure in the performance of any obligation or the exercise of any right under these Standard Terms and Conditions of Sale or for any loss or damage (including indirect or consequential loss or damage) if such performance or exercise is prevented or hindered in whole or in part by reason of a force majeure event. Nothing in this clause shall excuse payment of the Amount Owing as it becomes due under these Standard Terms and Conditions of Sale.

36.  The rights and obligations of either party which are affected by a force majeure event shall give immediate notice to the other party containing full particulars of the force majeure event. The party giving notice under this clause shall take all reasonable steps to mitigate the effects of the force majeure event and remove such force majeure event provided that neither party shall be required to remove any such force majeure event if to do so would require it contrary to its judgement to settle a strike or labour dispute or otherwise submit to the demands of opposing parties.

37.  "force majeure event" means any event or circumstance which is beyond the reasonable control of the affected party and which results in or causes the failure of that party to perform any of its obligations under these Standard Terms and Conditions of Sale, provided that lack of funds shall not be interpreted as a cause beyond the reasonable control of either party.

Consumer Guarantees Act 1993

38.  If the goods are acquired by the Buyer for business purposes, the Buyer agrees that the Consumer Guarantees Act 1993 does not apply to the contract in respect of those goods.

39.  Where the Buyer supplies the Goods to a person acquiring them for business purposes, it must be a term of the Buyers contract with the person that the Consumer Guarantees Act 1993 does not apply in respect to the goods.

40.  The Buyer acknowledges that the Supplier does not provide any express guarantees (as defined in the Act) other than those expressly confirmed by the Supplier in writing.

41.  The following terms apply wherever the Consumer Guarantees Act 1993 does not apply to the contract between the Buyer and The Supplier or where the following terms are not inconsistent with the Consumer Guarantees Act 1993:

1.     any right which the Buyer may have to reject non-conforming or defective Goods shall only be effective if the Buyer notifies Uduit in writing within seven days following delivery and the Supplier is given the opportunity to inspect the Goods;

2.     defective Goods or Goods, which do not comply with the order, shall at the Supplier's discretion be repaired or replaced, or the Supplier will refund the purchase price. The Supplier may at its discretion delay the repair or replacement of, or refund of the price of, any Goods for so long as the Buyer is in default in relation to the Buyer's Indebtedness;

42.  To the extent permitted by law, the Supplier accepts no liability for any claim relating to or arising from:

3.     any conditions, warranties, descriptions, representations, conditions as to fitness or suitability for purpose, tolerance to any conditions, merchantability or otherwise, whether express or implied by law, trade custom or otherwise;

4.     any representations, warranties, conditions, or agreement made by agent or representative, or by the Buyer, which are not expressively confirmed by the Supplier in writing, and the Buyer agrees to indemnify the Supplier against any such Claim. In any event, the Supplier's liability under any Claim shall not exceed the price of the Goods.

43.  The Buyer agrees to indemnify the Supplier upon demand against any liability or cost incurred by Supplier under the Consumer Guarantees Act 1993 as a result of any breach by the Buyer of any of its obligations pursuant to these Standard Terms and Conditions of sale.

44.  Nothing in these Standard Terms and Conditions of Sale is intended to have the effect of contracting out of its provisions of the Consumer Guarantees Act 1993 except to the extent permitted by the Act, and these Standard Terms and Conditions of Sale are to be modified to the extent necessary to give effect to that intention.

Registration

45.  The Uduit site may be modified to include two methods to purchase on this site. The first purchasing method is for ‘non members’. A non-member may make a one-time-only purchase which does not require registration. Their purchase will be regarded as a stand-alone activity. The second method is as a ‘registered member’ of Uduit . Registered customers may make any number of purchases via a single and secure access point (normally enabled by a registration ID and password).

46.  Some features on the Site may only be made accessible for registered members. At Uduit’s discretion, Uduit will advise the customer how to register. You will be authorised to be a Member of Uduit  only if Uduit advises you that your application for registration as a Member has been approved. You will be required to accept these Terms in order to become a Member.

47.  To be eligible for membership of Uduit  you must be: (a) At least 18 years of age and at least 18 years of age to purchase goods or services; and (d) A legal resident of New Zealand.

48.  You are only entitled to open one Uduit  Member account (even if you have multiple email addresses).

49.  There is no charge for membership of Uduit  (unless otherwise specified upon registration).

50.  Your Uduit  account and any other related membership benefits are not transferable and may not be combined or merged with other Member accounts.

51.  Uduit reserves the right to refuse your application for registration or terminate your registration at its sole discretion, including but not limited to if it has been inactive for an extended period of time, as determined by Uduit.

Your Uduit account

52.  When you register as a Member Uduit will advise you of a password. The password must be used, together with your username (each a "Unique Identifier"), each time you access your Uduit  account. Uduit may reject any Unique Identifier that you choose, in Uduit's sole discretion. You are responsible for keeping your Unique Identifiers confidential. You must immediately notify Uduit if you become aware of any unauthorised use of your Unique Identifiers or any other breach of security related to your Uduit account.

53.  You are solely responsible for all activities that occur under your Uduit account including, without limitation, all activities authorised or unauthorised, lawful or unlawful, which utilise your Unique Identifiers. Uduit is entitled to act on instructions received under your Unique Identifiers. Uduit cannot and will not be liable for any changes made to your Uduit  account by another person using your Unique Identifiers, or for any loss or damage arising from your failure to adequately protect your Unique Identifiers. For security purposes, you should memorise (and not write down) your Unique Identifiers, and close the browser window at the end of each session.

Information that you provide to Uduit

54.  To enable Uduit to provide you with products and/or services and to enable you to participate in Uduit promotional offers and other marketing activity, Uduit may collect and ask you to provide personal information such as your name, address and telephone number and information about your use of this Site ("Your Information")

55.  Uduit may collect information relating to your access to, and use of, this Site using cookies. A cookie is a small data file that the Site may write to your computer's hard drive to tailor and keep records of your visit to the Site and to authenticate that you are permitted to use the Site. You can disable cookies by turning them off in your browser, however, you may not be able to access some areas of the Site and/or some areas of the Site may not function properly if you do so.

56.  Uduit's use of Your Information and your rights to access and correct Your Information are set out in the Uduit  Privacy Policy attached at the bottom of this document. By accessing the Site and providing Your Information to Uduit, you consent and agree to this policy.

57.  All information that you provide to Uduit must be true, accurate, current, and complete at all times. If you provide any information that is untrue, inaccurate, not current or incomplete, or otherwise fail to update Your Information, Uduit may suspend or terminate your membership of (and right to use) the Site immediately.

58.  In the event that you contribute any materials, including information or statements ("Your materials") to the Site, you warrant that Your Materials are true and correct to the best of your knowledge and do not infringe the legal rights of any third parties. You agree to indemnify and hold Uduit harmless from any claims arising from or in connection with Your Materials.

Exclusion of Liability

59.  Your use of Uduit websites is at your own risk. Unless otherwise stated in these Terms, the materials, products and information in, or available through, Uduit ("Materials") are provided "as is" and "as available" and without warranties of any kind, either express or implied. To the fullest extent permissible by law, Uduit disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose. Uduit will not be responsible or liable for your reliance on the Materials, or for any damage or loss caused by the accuracy, completeness or timeliness of the Materials.

60.  Features and specifications of products described or depicted on the Site are subject to change at any time without notice. Colours displayed are approximate and are dependent on individual customer computer monitor quality. Uduit specifically does not warrant that colours displayed on the Uduit websites are identical to those supplied. All colours supplied are those displayed and by advertised according to supplier catalogues.

61.  Uduit does not warrant that the functions contained in the Materials will be uninterrupted or error-free, that defects will be corrected, or that its servers or this Site are secure from hacking or any form of unauthorised access or free from viruses, applets, Trojan horses or codes that may be harmful to your computer. Uduit is not responsible or liable for any damage to, or viruses that may infect, your computer or other property on account of your use of Uduit  or your downloading of any materials, data, text, images, video, or audio from this Site.

62.  Uduit will not under any circumstances (including, without limitation, negligence) be liable for any loss of data, revenue, profits or lost business or any direct, incidental, special, consequential, indirect or punitive damages that result from:

·        Your use of or inability to use Uduit ;

·        The cost of procurement of substitute goods or services;

·        Any transaction entered into or through Uduit ;

·        Your reliance on or use of any information, goods or services provided on Uduit ;

·        Unauthorised access to or alteration of any communications, registration data or any other data that you provide to us from time to time;

·        The conduct of any third party;

·        Errors, omissions or other inaccuracies in Uduit  and/or the Materials; or

·        Your use of, or inability to use, the Materials or the materials, products or information in any websites linked to this Site, even if Uduit has been advised of the possibility of such damages.

 Waiver

63.  All the original rights, powers, exemptions and remedies of Uduit shall remain in full force and effect notwithstanding any neglect, forbearance or delay in their enforcement. Uduit shall not be deemed to have waived any of the Terms unless such waiver shall be in writing. Any such waiver, unless Uduit expressly states the contrary, shall apply to and operate only in the particular transaction, dealing or matter.

Acknowledgment

64.  The Buyer confirms that he or she is 18 years or over and has the full legal capacity to agree to and enter the Terms as a binding contract.

Indemnity

65.  You will indemnify Uduit and keep Uduit indemnified against all actions, proceedings, losses, liabilities, damages, claims, demands, costs and expenses suffered or incurred by Uduit as a result of or in connection with any:

·        Negligent act or omission;

·        Use or misuse of Uduit ;

·        Violation of the rights of another Member; or

·        Breach of these Terms, by you or anyone using your Unique Identifiers.

Additional terms

66.  Ownership and/or operation of Uduit may from time to time be transferred or vested in an entity related to Uduit or a third party.

67.  Uduit may place restrictions on the use of goods and services offered through Uduit. In the event of any conflict between those additional restrictions and these Terms, these Terms will prevail to the extent required to resolve that inconsistency.

68.  Reference in these Terms to "Uduit" includes any related company (within the meaning of the Companies Act 1993) of Uduit or Uduit Corporation and its permitted successors and assigns.

69.  You agree that Uduit can post any notice in relation to these Terms on the Uduit websites (as amended by Uduit from time to time).

Intellectual Property

70.  You undertake not to infringe any copyright, trade mark or other intellectual property rights belonging to Uduit, its affiliates and its third party content suppliers, and to otherwise comply with any copyright and other proprietary notices contained on this Site.

Termination

71.  Uduit may terminate these Terms and your Uduit registration at any time, without cause and with immediate effect, by sending an email to the email address supplied by you when registering to use Uduit. In the event of termination you will immediately cease to use Uduit . The provisions of these Terms regarding intellectual property rights, confidentiality, warranty disclaimers, liability limitations and indemnification shall survive any such termination.

New Zealand Law

72.  This agreement shall be deemed to have been made in New Zealand and the Terms shall be governed by and construed in accordance with the law of New Zealand and the parties unconditionally and irrevocably submit to the exclusive jurisdiction of the New Zealand courts. If any provision of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be severable and shall not affect the validity and enforceability of the remaining provisions.

Privacy Policy

To enable us to provide you with our various products and/or services, we ask you to provide us with your personal information such as your name, address, and telephone number. We may also keep records relating to your access to our web server. Your information and records described above (hereinafter referred to as the "Information") will be stored and maintained in our database only for a necessary period of time and will be kept in confidence by us.

We intend to use the Information only for the purpose of (1) fulfilling our obligations under any sale and purchase contract and/or any other contract between you and our company, (2) rendering services related to our business such as warranty or after sales services, (3) providing you with our latest product information and other related information from time to time, (4) asking your opinions regarding our products and/or services and (5) to process any orders for product and services you make on this web site.

For the purposes described above, our company may share the Information with other departments in our company and/or any associated Uduit company in New Zealand. The Information may be shared with third parties for the purpose of performing our obligations under a sale and purchase contract and/or any other contract between you and our company. In such case, our company will endeavour to ensure that the recipients do not use the Information other than for the limited purpose determined by our company within the scope of your consent, and will cause them to secure the Information from unauthorised use. The Information may only be disclosed to other third parties in exceptional cases in accordance with the laws of New Zealand.

Please note that you are given options with respect to whether you agree to the foregoing collection, storage, use and disclosure of the Information by our company, by choosing whether to submit the Information or not. If you submit the Information to our company, this shall be deemed as your consent and agreement to these policies regarding the collection, storage, use and disclosure of the Information by our company. Although it is not obligatory for you to provide the Information to our company, failure to do so may result in our company being unable to sell our products and/or provide certain services including after sales services to you.

If you would like to inspect, correct, update or delete the Information stored in our database, or if you would like to stop receiving further marketing materials from us, or if you have any question or comment about our privacy policies, please contact us by sending an e-mail to sales@uduit.co.nz.

Please be advised that our company is not responsible for collection, disclosure and/or use of your personal information provided by you to any third party's web site which is linked to or from our web site. Your access to such linked site, and your providing personal information to such linked web site, are entirely at your own risk.

Information may not be collected from person's less than 13 years of age without parent/guardian consent. This declaration is valid for customers in New Zealand. Nothing herein shall limit the rights of customers under the Privacy Act 1993. All instructions regarding your data and queries from you will be followed up and answered by us as soon as possible.