1. Application of these Terms  

1.1 These Terms apply to the supply of all goods to the Customer (except to the extent they are inconsistent with the  terms of any written supply agreement for the provision of specific goods to the Customer which is signed by JBGS).  In the event of such inconsistency, the terms of the specific supply agreement will prevail.  

1.2 Other than any written supply agreement (as specified in clause 1.1), these Terms supersede and replace any  previous or existing negotiations, letters, offers, representations (either verbal or in writing) between JBGS and the  Customer in relation to the supply of goods.  

1.3 No variation, modification or substitution of these Terms (even if included in, or referred to in, the document placing  the order) shall be binding on JBGS, unless specifically accepted by JBGS in writing.  

1.4 JBGS may unilaterally change any of these Terms and will post amended Terms on its B2b or otherwise in writing, from  time to time.  

2. Price  

2.1 The prices payable for the goods are as notified by JBGS to the Customer from time to time.  2.2 In addition to the price for the goods, the Customer is liable to pay any applicable taxes and levies, as well as any  applicable delivery and freight charges. All prices are exclusive of Goods and Services Tax unless stated to the  contrary.  

2.3 Unless otherwise agreed to in writing by JBGS, JBGS reserves the right to vary the price stated for any goods to reflect  any increase in the cost of supply to JBGS, including any increase in wages, salaries, cost of materials, services or  exchange rate fluctuations between the date of the order and the date of delivery. Prices may be altered at any  time by JBGS without notice.  

3. Delivery  

3.1 Delivery of goods shall be deemed to occur when the goods are delivered to the Customer, the Customers premises  or a location specified by the Customer, or when the Customer or its employees or agents take possession of the  goods.  

3.2 JBGS will make reasonable efforts to ensure delivery of goods is in accordance with any delivery timeframes agreed  in writing but will not be liable for any loss or damage including consequential loss arising from any delay in delivery.  3.3 Delay due to circumstances not reasonably within the control of JBGS shall not entitle the Customer to cancel any  order or refuse to accept delivery.  

3.4 No claim for loss, damage or destruction of the goods in transit, or short delivery, will be considered by JBGS unless  the Customer notifies the carrier and JBGS in writing immediately upon delivery. The Customer must also provide a  detailed claim in writing within two business days of delivery.  

4. Payment 

4.1 All payments by the Customer to JBGS will be made without deduction or set-off, counter-claims or any other cause  whatsoever.  

4.2 Payment must be made in cash prior to delivery, unless otherwise agreed in writing by JBGS.  4.3 Where JBGS has agreed to extend credit to a Customer, payment of all invoices is due by the 20th of the month  following the date of invoice unless a different payment deadline is agreed in writing by JBGS.  4.4 The acceptance by JBGS of any type of bank transfer shall not constitute payment until the payment has been fully  cleared through the banking system into JBGS’s bank account.  

4.5 If a dispute arises in relation to an invoice, and such dispute is not resolved prior to the due date for payment, the  Customer shall make payment in full (as per the invoice) but any amount subsequently agreed or determined to  have been overpaid will be refunded without delay by JBGS.  

4.6 JBGS may terminate the Customer's ability to purchase goods on credit terms, or suspend or terminate any account  held by the Customer, without notice for any reason.  

4.7 Interest may be charged by JBGS on any amounts owing after the due date at the rate of 3% per month or part  month.  

4.8 In the event that an account is not paid by the due date, the Customer shall be liable to pay to JBGS in full any  expenses (including debt collection costs), disbursements, legal costs and interest incurred by JBGS in obtaining  payment of any overdue amounts.  

4.9 To the extent permitted by law, all money received by JBGS from the Customer will be applied in the manner and  order determined by JBGS in its sole discretion.  

5. Personal Property Securities Act 1999  

5.1 The Customer grants to JBGS a security interest in the goods and their proceeds and accessions, to firstly secure  payment of the purchase price of the goods, and secondly to secure payment of all outstanding debts and  obligations of the Customer to JBGS from time to time.  

5.2 The Customer agrees to do such acts and provide such information as in the opinion of JBGS (acting in its absolute  discretion) may be necessary or desirable to enable JBGS to perfect under the PPSA the security interest (as defined  in the PPSA) created in respect of the goods as a first-priority interest (including, if applicable, a purchase money  security interest) or with such other priority as JBGS may agree to in writing.  

5.3 The Customer must pay the costs, charges and expenses of and incidental to the need for, or desirability of registration of, a financing statement or financing change statement or any action taken by JBGS to comply with the  PPSA (including complying with a demand given under section 162 of the PPSA) or to protect its position under the  PPSA. The Customer must pay any costs incurred by JBGS, including legal costs on a solicitor-own client basis, arising  from any disputes or negotiations with third parties claiming an interest in any goods supplied to the Customer.  

5.4 While the goods continue to secure the Customers indebtedness and obligations to JBGS, the Customer must store  the goods separately and clearly identify the goods as being subject to JBGS’s security interest.  5.5 The Customer must not create or allow or permit the creation of a security interest (as defined in the PPSA) in any  of the goods in favour of any person other than JBGS without first obtaining JBGS’s written consent nor may the  Customer allow or permit the creation of a lien over any of the goods.  

5.6 The Customer agrees that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to this contract. The  Customer waives its rights pursuant to sections 116, 120(2), 121, 125, 129 and 131 of the PPSA and its rights to receive  any verification statement relating to the security interests in the goods.  

5.7 Where JBGS has rights in addition to those in Part 9 of the PPSA, those rights will continue to apply and will not be  limited by section 109 of the PPSA.  

5.8 The Customer will not change its name without first notifying JBGS in writing of the proposed name change and the  new name at least 7 days before the change takes effect.  

6. Ownership and Risk  

6.1 The risk in any goods supplied by JBGS to the Customer shall pass on delivery.  

6.2 Ownership of the goods remains with JBGS until payment is received in full for them and for all other goods supplied  by JBGS to the Customer. The Customer shall be deemed to be a bailee of JBGS and acting in a fiduciary capacity  in respect of any goods supplied by the Company.  

6.3 Until payment in full has been made to JBGS, the Customer acknowledges and agrees that:  a. The Customer gives JBGS irrevocable authority to enter any premises occupied by the Customer, at any reasonable  time, to remove any goods not paid for in full by the Customer and to resell the goods removed and apply the  proceeds to any overdue amounts subject to any contrary provision in the PPSA. JBGS shall not be liable for any  costs, damages or expenses or any other losses incurred by the Customer or any third party as a result of this action.  b.If the Customer manufactures, intermingles or deals with the goods in such a way that they become an integral  part of any other object then the Customer shall be deemed to do so as an agent of JBGS and ownership of the  goods will remain with JBGS as principal.  

c. If the Customer sells the goods to a third party it shall become accountable to JBGS for the proceeds derived from  such sale and the Customer shall hold such proceeds on trust for JBGS.  

7. Warranty and Returns  

7.1 Where the New Zealand Consumer Guarantees Act 1993 applies to the supply of goods under these terms, the  Customer may have additional rights under that Act.  

7.2 Where goods are subject to manufacturers warranties, where possible, JBGS shall pass on to the Customer the benefit  of any warranty given by its suppliers or a third party such as the manufacturer without itself being directly liable to  the Customer under any warranty.  

7.3 JBGS will only provide warranty services in respect of goods that were supplied by JBGS.  7.4 The Customer acknowledges and agrees that returns shall only be accepted by JBGS in accordance with JBGS’s  returns policy as notified to the Customer from time to time on the B2b website or otherwise in writing, and that the  Customer may receive a credit for goods returned only if JBGS has consented in writing. However, nothing in these  terms or in the returns policy will limit or affect any rights that a non-business consumer may have under the Consumer  Guarantees Act 1993.  

7.5 Damage caused by misuse or abuse, neglect, accidental damage, improper voltage, liquid spillage, electrical  damage due to power fluctuations such as surges or spikes, incompatible consumables or software, are not covered  under warranty. Consumables or incorrect operation of any product according to the manufacturer’s  recommendations, are not covered under the warranty.  

7.6 Where the goods the Customer acquires from us are not of a kind ordinarily acquired for personal household or  domestic use or consumption, or where the Customer acquires the goods for the purposes of a business, the provisions  of the Consumer Guarantees Act 1993 and the conditions, warranties and guarantees set out in the Contract and  Commercial Law Act 2017 or implied by common law will not apply and are excluded from these terms.  

8. Return of Goods  

8.1 No goods will be accepted for return without obtaining prior written approval from JBGS. Freight, handling and  insurance charges will be at the Customer’s expense.  

8.2 Goods approved for return must be accompanied with an JBGS RA and a copy of the relevant invoice or receipt  and must be returned within 30 days of delivery. Goods returned that do not meet these conditions will be rejected  and will not be shipped back to the Customer except at their expense (a handling fee may also apply).  

8.3 Goods returned must be in new condition and in the manufacturer’s original undamaged container with all  relevant manuals. JBGS reserves the right to reject goods not conforming to this condition or goods that are not in  a saleable condition.  

8.4 If the goods were correctly supplied, JBGS may, but is not obliged to, accept the return of the goods. Where goods  are approved for return by JBGS, a 15% or $30 restocking fee, whichever is the greater, shall be payable by the  Customer. 

9. Liability 

9.1 Except as otherwise provided by statute, JBGS shall not be liable for any loss or damage of any kind whatsoever  whether suffered or incurred by the Customer or another person whether such loss or damage arises directly or  indirectly from goods or advice provided by JBGS to the Customer and without limiting the generality of the foregoing  of this clause JBGS shall not be liable for any consequential loss or damage of any kind including without limitation  any financial loss.  

9.2 Should JBGS be found liable to the Customer for any reason notwithstanding clause 9.1, the Customer agrees that in  no case shall the liability of JBGS exceed the purchase price of the goods giving rise to the liability.  9.3 The Customer shall indemnify JBGS against all claims of any kind whatsoever, however caused or arising, and without  limiting the generality of the foregoing of this clause, whether caused or arising as a result of the negligence of JBGS  or otherwise, brought by any person in connection with any matter, act, omission, or error of JBGS, its agents or  employees in connection with the provision of the goods and/or services.  

10. Force Majeure 

10.1 JBGS is not liable for any failure to supply or other default resulting from any event beyond JBGS's reasonable control. 

11. Privacy Act 2020  

11.1 The Customer authorises JBGS to make credit inquiries of any credit agency or person, company or firm with whom  the Customer had or may have dealings with concerning the Customers credit worthiness, credit history or credit  capacity.  

11.2 The Customer authorises any person or company to give information to JBGS as may be required in response to credit  inquiries.  

12. Miscellaneous  

12.1 If any provision or part of a provision of these Terms shall be invalid, void, illegal or unenforceable that provision or  part provision shall be deemed deleted and the rest of these Terms remain in full force and effect.  12.2 These Terms shall be governed and construed in accordance with the laws of New Zealand and the parties  unconditionally and irrevocably submit to the exclusive jurisdiction of the New Zealand courts.  12.3 The Customer may not transfer or assign all or any of its rights or obligations under these Terms without the prior written  consent of JBGS.  

12.4 Failure or delay by JBGS to enforce any of these Terms shall not be deemed a waiver of any of the rights or obligations  JBGS has under these Terms.  

12.5 All communications to JBGS regarding the supply of goods and/or services should be directed to JBGS Limited, 53  Bolt Road, Tahunanui, Nelson 7011.  

13. Definitions 

13.1 "Customer" means the purchaser of goods and/or services from JBGS.  

13.2 "JBGS" means JBGS Limited.  

13.3 "PPSA" means Personal Property Securities Act 1999.  

13.4 "Terms" means these Terms and Conditions of Supply (as amended from time to time).