Terms & Conditions

 

  1. DEFINITIONS
    1. “Customer” means the Customer (or any person acting on behalf of and with the authority of the Customer) as specified in these Terms and Conditions and/or as described in any account application form or any person purchasing Seed and/or Products from KS.
      1. “KS” means Kings Seeds (New Zealand) Limited.
      2. “Products” means products supplied or to be supplied by KS to the Customer.
      3. “Retail” refers to sales of Seed and/or Products to a Customer in smaller quantities for end-use by such Customer.
      4. “Seed” means seeds supplied or to be supplied by KS to the Customer.
      5. “Terms and Conditions” means these terms and conditions together with any other specific terms and conditions of KS that may be agreed to in writing by KS and the Customer.
      6. “Wholesale” refers to bulk sales of Seed and/or Products to a Customer for end-use by such Customer or for the purposes of resale.
    2. APPLICABILITY
      1. The terms and conditions set out below shall apply to all transactions for the supply of Seed and/or Products unless otherwise agreed between KS and the Customer in writing.
    3. ACCEPTANCE
      1. Execution of an account application form or placement of an order with KS for Seed or Products will be deemed to be acceptance by the Customer of these Terms and Conditions. KS may by written notice to the Customer alter or replace these Terms and Conditions. All orders placed subsequently by the Customer shall be upon the altered Terms and Conditions.
      2. KS may in its absolute discretion accept or refuse any application or any order.
    4. INVOICES
      1. An invoice detailing the charges for Seed and/or Products will be forwarded with delivery or as soon as possible thereafter.
      2. A monthly statement will be issued for account holders detailing all financial transactions in each month and showing any amount due for payment.
      3. KS will not issue a statement should the account be at “nil” balance.
    5. PRICES
      1. Retail prices unless otherwise stated are in New Zealand dollars, include Goods and Services Tax (GST) and are subject to change without notice.
      2. Wholesale prices unless otherwise stated are in New Zealand dollars, do not include Goods and Services Tax (GST), import duties or any other levies or tariffs, and are subject to change without notice.
      3. Subject to clause 5.4 all quotations given by KS either in writing or verbally are for immediate acceptance and are subject to sufficient stock being available for sale at the time of ordering.
      4. Notwithstanding clause 5.3 or published retail prices, all Seed and Products sold are provided at prices ruling at the time of delivery and KS reserves the right to pass on to the Customer any change of price after acceptance of the Customer’s Order.
      5. All Seed and Products are sold on an ex-store basis, freight or postage being the responsibility of the Customer.
    6. DELIVERY AND RISK
      1. The risk in the Seed or Products shall pass to the Customer on delivery. The Seed or Products shall be deemed to be delivered to the Customer at the point of loading onto the carrier or being made available for uplift by the Customer, whether or not the Customer takes delivery of the Seed or the Products at that time.
      2. KS will endeavour to deliver Seed and/or Products as soon as practicable. However, other than in respect of any liability that cannot be excluded by law, KS is not liable for any default or delay in delivery of orders.
      3. Advice of damaged goods must be made in writing by the Customer to KS within 2 days of receipt of goods and claims in respect of non-delivery must be made within 7 days of receipt of invoice or Shipment Details notification.
    7. ORDERS
      1. All orders for the supply of lines of Seed or Products not within the standard range of KS, or which KS needs to order from a supplier for KS to fulfil that order, must be accompanied by a completed Kings Seeds Purchase Order form. KS may require a deposit of 50% of the sales value to secure the purchase from a supplier.
      2. If the Customer wishes to cancel an order to which clause 7.1 applies, the Customer will be responsible for the full price of the order if KS’s supplier has shipped the Seed or Products, or the cost to KS for cancelling the order if KS’s supplier has not yet shipped the Seed or Products. Seed or Products to which clause 7.1 apply cannot be returned for credit after delivery.
    8. PAYMENT
      1. For Cash Accounts, pending acceptance of the Customer’s account application, payment inclusive of GST and postage/freight must accompany all orders for Seed and/or Products. Credit card payments will attract a 2.5% surcharge.
      2. For Credit Accounts, pending acceptance of the Customer’s account application, payment for Seed and/or Products is due in full on the 20th of the month following the date of invoice (“the payment date”). Payment must be by bank transfer.
      3. In the event that payment is not received by the payment date, default interest will be charged by KS and the Customer agrees to pay default interest on the amount outstanding at the rate of 2% per month (24% per annum) from the payment date down to the date upon which payment is made in full.
      4. In the event of default, all payments received shall be applied first in payment of default interest.
      5. KS reserves the right to limit credit and/or withdraw monthly credit facility or to withhold or suspend the delivery of Seed and/or Products at any time while any overdue amounts owing remain unpaid.
    9. MINIMUM ORDER
      1. A minimum Wholesale order for Seed and/or Products of $30.00 exclusive of GST and postage/freight applies for invoicing purposes. KS may alter such minimum from time to time at its discretion.
    10. RETURN OF SEED AND/OR PRODUCTS
      1. KS or its agents will not accept the return of Seed and/or Products supplied by KS unless authorised by KS in advance, in KS’s sole discretion.
      2. Any request for the return of Seed and/or Products must be made within 14 days of delivery of the Seed and/or Products.
      3. Returned Seed and/or Products will only be accepted by KS if:
        1. the Seed and/or Products is unopened and in the same condition as when supplied; and
        2. the invoice number and the date of order is supplied. The Customer shall pay all costs in relation to return of the Seed and/or Products.
    11. COSTS
      1. If the Customer defaults in performing its obligations under these Terms and Conditions and KS incurs costs in enforcing its rights under these Terms and Conditions the Customer agrees to pay upon demand in writing those costs (including all legal costs and disbursements on a solicitor-client basis and/or costs of collection) to KS or its duly authorised agent. KS reserves the right to add such costs to the Customer’s account.
    12. SHORTAGES
      1. Any shortages relating to the Seed and/or Products supplied by KS must be notified to KS within two days of receipt of the Seed and/or Product (time being strictly of the essence).
    13. CREDIT LIMIT
      1. KS may impose a credit limit on the Customer’s account and alter such credit limit from time to time without notice. Where the credit limit is exceeded, KS may refuse to supply Seed and/or Products to the Customer.
    14. PRIVACY ACT
      1. The Customer authorises any person or company to provide KS with such information as KS may require in response to the account application. The Customer hereby authorises KS to furnish to any third-party details of the Customer’s application and any subsequent dealings that KS may have with the Customer as a result of the Customer’s application being actioned by KS. The Customer has a right of access to, and may request correction of, personal information held by KS about the Customer.
      2. KS may use the Customer’s personal information for direct marketing purposes (including by email and other electronic means) unless the Customer notifies KS that it does not wish to receive direct marketing from KS.
    15. WARRANTIES AND LIABILITY
      1. KS warrants to the extent of the purchase price that Seed and/or Products supplied is within recognised tolerances to the details described on the accompanying packaging and/or documents.
      2. The Customer shall ensure that the Seed and/or Products ordered are fit and suitable for the purpose for which they are required and KS shall be under no liability if they are not.
        1. Descriptions, recommendations and information provided are based on information provided from our suppliers, observations collected from our trials, and shall correspond as closely as possible to practical experience. This information shall be provided for use as a guide only to assist growers and users, whereby variable local conditions must be taken into account.
        2. Significant variations may occur in the performance of Seed or Products due to a range of conditions including cultural/management practices, climate, soil type and geographic location. Under no circumstances shall KS accept liability based on such information for deviating results in the cultivated product. The Purchaser shall itself determine whether the items are suitable for the intended cultivation and whether they can be used under local circumstances.
      3. Except as expressly provided for in these Terms and Conditions KS gives no other express or implied warranties.
      4. The Consumer Guarantees Act 1993 shall apply for Retail purchases of Seed and/or Product.
      5. The Consumer Guarantees Act 1993 shall not apply if the Customer acquired or held himself or herself out as acquiring the Seed and/or Products for the purposes of a business.
      6. The Customer agrees to include a provision in the Customer’s Conditions of Sale to the effect that the Consumer Guarantees Act 1993 shall not apply where a purchaser is acquiring the Seed and/or Products for the purposes of a business. The Customer agrees to indemnify KS for any liabilities, losses, damages, claims, costs or expenses of whatever kind or nature incurred by KS if the Customer fails to do so.
      7. Except as expressly provided by clause 15.1, KS will not be liable in any way (including negligence, tort, equity or otherwise) to the Customer or any other person in connection with these Terms and Conditions, the supply of Seed and/or Products for any loss or damage of any kind whatsoever including loss of income, profits, savings or goodwill or for any indirect or consequential loss or special or exemplary damages.
      8. The Customer shall indemnify KS from and against any liabilities, losses, damages, costs (including legal costs on a solicitor/client basis) or claims incurred in relation to these terms and conditions, the supply of Seed and/or Products, except where KS is fraudulent or negligent.
    16. ERRORS OR OMISSIONS
      1. Clerical errors or omissions whether in computation or otherwise in any quotation, acknowledgements or invoice, shall be subject to correction.
    17. PROPER LAW
      1. The contract and these Terms and Conditions shall be governed by New Zealand law and the New Zealand courts shall have exclusive jurisdiction in connection herewith. All proceedings within the jurisdiction of the District Court shall be filed in the Tauranga District Court.
    18. SEVERANCE
      1. If any clause or part of a clause of these Terms and Conditions is held to be invalid or unenforceable for whatever reason then to the extent not inconsistent with that invalid clause the remaining provisions shall remain in full force and effect.
    19. OWNERSHIP  Ownership of the Seed and/or Products supplied by KS shall remain with KS and shall not pass to the Customer until all amounts owing by the Customer to KS in respect of the Seed and/or Products have been paid in full and all  the Customer’s other obligations to KS in respect of the Seed and/or Products have been met. If the Seed is sown by the Customer, the resulting plants and crops shall remain the property of KS pending payment in full of all amounts due to KS by the Customer. Until ownership of the Seed passes to the Customer, the Customer agrees as follows:
      1. The Customer will hold the Seed or resultant plants or crops on trust for KS as KS’s bailee.
      2. The Customer will store the Seed or resultant plants or crops at the Customer’s cost separately from other seeds, plants and crops in the Customer’s possession and clearly distinguish and identify the Seed or resultant plants or crops as KS’s.
      3. The Customer must keep full and complete records of the Seed and resultant plants or crops.
      4. The Customer must not change the Customer’s name, address or contact details without providing KS with at least 30 days prior written notice.
      5. In respect of the Personal Property Securities Act 1999 [“PPSA”], the Customer hereby grants in favour of KS, a Purchase Money Security Instrument in respect of all Seed and/or Products purchased from KS as security for all the Customer’s obligations under these terms including for payment of all amounts owing by the Customer to KS, and the Customer unconditionally and irrevocably:
        1. Waives the Customer’s right under the PPSA to receive a copy of any financing statement or financing change statement;
        2. Agrees that, to the maximum extent permitted, sections 114[1][a], 133 and 134 will not apply;
        3. Agrees that the Customer has none of the rights referred to in sections 107[2][c]-[e] and 107[2][h]-[j], all inclusive; and
        4. Agrees that where KS has rights in addition to, or existing separately from those in Part 9 those rights will continue to apply and, in particular, those rights will not be limited by Section 109;
        5. Agrees that where any Seed becomes an accession as defined in the PPSA, the Customer will not apply to the Court for an order concerning the removal of the accession;
        6. Agrees that the Customer will not enter into or accept, or allow any other person to enter into or accept, a financing change statement in relation to a financing statement registered by reference to it under the PPSA; and
        7. Agrees that the Customer will not consent to or enter into any agreement which permits any supplier or other person to register a security interest in respect of the Seed [whether an accession or otherwise].
      6. If the Seed has not been paid for in full by the payment date or is “at risk” [as defined in PPSA], KS or KS’s agent[s] may enter the Customer’s premises or property at any time, without notice, and search for and recover the Seed or resultant plants or crops and may resell the Seed or resultant plants or crops or retain the Seed or resultant plants or crops for KS’s own benefit, without incurring any liability to the Customer or any other person claiming through the Customer. The Customer may not revoke the permission granted in this subclause.
      7. If all or any of the Seed is sowed, planted or intermingled with any other Seed or goods, then KS may, in its sole discretion, retrieve the Seed or harvest the resultant plants and crops whether ready for harvest or not. KS shall not be liable for any loss or damage caused to the Customer in exercising its rights under this subclause.
      8. If at the time of any default either in payment or of any term, all or any of the Seed or resultant plants or crops have been sold or otherwise disposed of for valuable consideration or so as to create a debt owed to the Customer, then the Customer hereby assigns all legal and equitable title to that consideration and/or debt to KS and authorises KS to act in all respects as the Customer in obtaining and realising that consideration and/or debt and crediting the sum obtained towards the amounts owed.
      9. If at the time of any default either in payment or of any term, all or any of the Seed or resultant plants or crops are lost, damaged or destroyed, then the Customer hereby authorises KS to act in all respects as the Customer in making or pursuing any insurance or other claim and hereby assigns to KS all legal and equitable title to the proceeds of the claim, which shall be credited against amounts owed.
    20. GENERAL
      1. KS is given and may exercise all rights referred to herein entirely without prejudice to any other rights that may be available to KS.
      2. No failure to act or neglect to act shall in any way prejudice or waive any rights of KS.
      3. No payment shall be deemed to have been received by KS until such stage as the same has been duly cleared.
      4. The Customer shall not sell or otherwise dispose of the Seed or resultant plants or crops on terms that are inconsistent to rights of KS granted herein, and shall ensure that any sale or disposition of the Seed or resultant plants and crops is on written terms and conditions that will protect the rights of KS granted herein.