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TERMS AND CONDITIONS

Bonjour,

We invite you to explore our website and discover all that is special about the French cheeses and dry goods that La Fromagerie has to offer.

When you visit or shop at La Fromagerie, use any current or future La Fromage service, and/or visit or purchase from any business affiliated with La Fromagerie, you accept the following conditions.

 

Purpose of agreement

This agreement sets out the terms that apply to the relationship between you and your agent(s) and/or principal(s) (“you” and “your”) and La Fromagerie (2014) Limited and our agent(s) (“we”, “us” and “our”).

 

Products and Services

“Product(s)” and “service(s)” means and includes without limitation:

  • food, beverages, ingredients and consumables supplied by us;
  • importing, exporting, processing, supply, distribution, wholesale, retail and delivery: and
  • agency fees, charges and out of pocket expenses incurred by us,

that are identifiable in any document or electronic record issued by either party (all of which are deemed to be incorporated into and form part of this agreement) or as ours by marking or manner of storage.

 

Availability

All products and services are subject to availability. With cheese being a seasonal product, supply may vary. Should any products become unavailable following your purchase, we may substitute those products with an alternative product of that of a greater value. In this case, we will always contact you before we proceed with your order.

 

Liability

We will not be liable for loss or damage that has incurred due to the handling by customers. We will not be liable for spillages or breakages. Please be aware that:

  • Perishable items (including all cheeses) will be packed in polybins with ice and transported in refrigerated trucks.
  • Once you have received your order, any perishable products (including cheeses) must be refrigerated immediately.
  • Due to our cheeses being mostly hand-cut, actual weights of cheeses may vary +/- 50g.

(Please note that reviews and images of products on the La Fromagerie website are for descriptive and illustrative purposes only. Your products may vary slightly from what is shown on the website.)

 

Prices

All prices are in NZ dollars, including GST.

Any delivery charges are additional unless otherwise specified.

Any discounted prices will be clearly listed.

We reserve the right to amend prices without notice in the event of currency fluctuations, changes in rate of GST or other taxes or other market conditions. We reserve the right to adjust prices, offers, goods and specifications of goods at our discretion.

 

Receiving a quote

All quotes will be exclusive of GST and remain valid seven days from the date of the quote, unless stated otherwise.

You will be responsible for increased costs resulting from any subsequent changes to a quote due to any inadequate or inaccurate information, request/requirement for additional products and services or variations, variations or delays caused by you or any other party.

You can only accept quotes in writing, and we may withdraw a quote at any time prior to your acceptance.

We may alter the quote due to circumstances beyond our control or clerical or computer error.

 

How to pay

You agree to pay us in full and without set-off, deduction, counterclaim or retention:

  • for credit account holders - on or before the 7th day or the 20th of the month, following the date of our invoice, as agreed between the parties;
  • for those without a credit account - on delivery/pick up unless otherwise agreed;
  • interest on any amount you owe immediately after the due date at 2.5% per month/part month;
  • expenses incurred as a result of enforcing any of our rights contained in this agreement including PPSR registration, debt collection and legal fees; and
  • a deposit as required.

If you have given a credit card, we may require a retention equal to the value of the products and services and deduct the same from your credit card. Each credit card payment will incur a surcharge of 3.0% of the value of the payment.

You agree to us allocating or reallocating any payment received from you towards any invoice. If no allocation is made then it is deemed to be in such a way that preserves the maximum value of our purchase money security interest in the products.

You will be responsible for payment if a third party that you expect to pay you or us fails to pay.

 

Cancelling or changing your order

All requests and orders are subject to these terms and conditions and no products or services may be varied or cancelled unless both parties agree to the variation in writing within seven (7) days of placing the order and prior to dispatch. If we have reasonably relied on your original instructions, then you will be responsible for payment of the original price of the products and services.

 

Warranties and limitations that apply

Manufacturers’ and third-party warranties (where applicable) and any written warranties provided by us.

If you are in trade and/or are a business, you agree that the parties contract out of the Fair Trading Act 1986 and Consumer Guarantees Act 1993 and Sale of Goods Act 1908 to the extent permissible by law.

We are not liable for delay or failure to perform our obligations if the cause is beyond our reasonable control such as importation delays.

Samples shown to you may differ from products supplied to you.

Subject to applicable insurance and what is stated above, if we are deemed liable for loss or damage of any kind, however arising including from provision of products and services to you, including consequential loss, whether suffered or incurred by you or another person or entity and whether in contract tort or otherwise, our total liability is limited to the value of products and services provided to you.

 

Making a claim

Indent, special orders or discounted products cannot be returned unless due to defect.

Subject to the above, claims in relation to our products and services are subject to the following:

  • you notifying us within the warranty period for claims relating to defective products and for all other claims within forty-eight (48) hours of delivery/pick up;
  • a restocking fee of 15% of the value of the products;
  • the products having been used in accordance with the manufacturer’s/our instructions and not having been subject to abuse, neglect, misuse, accident or work by a unauthorised third party;
  • the products being in original saleable condition.
  • us repairing or replacing defective products or performing further services at our discretion.

Any products the subject of a claim under what is stated above cannot be destroyed or removed from the premises until we have inspected the same or waived our right to do so in writing.

 

When will the products and services be provided?

We will use our best endeavours to deliver the products and services at the time agreed between you and us; however, the time of delivery is not an essential term of this agreement. We may partially deliver products listed in one order and if we fail to deliver an instalment that failure will not give rise to a right of cancellation.

Delivery is complete when we give the products to you, give the products to a third-party carrier, or leave the products at the delivery site or your premises.

We are responsible and assume risk for the products until delivery in accordance with the above or the passing of ownership, whichever comes first. For the avoidance of doubt, all products are at your risk while on your premises or premises under your control.

 

Your responsibilities

You are responsible for and warrant that you have ensured that:

  • information on which we base our products and/or services are accurate and complete. We are entitled to rely on such information and are not liable for variations and additions to our products and services where such is the result of inaccuracy or incompleteness, and you will be responsible for the cost of additional products and services required to remedy any issues.

If you do not meet your obligations under this section adequately, any and all loss, damage and/or costs will be your sole responsibility.

 

La Fromagerie’s ownership and security rights

We retain ownership of and hold a security interest in all products until you have paid us in full for all products and services provided to you. While we retain ownership, you will store all products in such a way that our interests are protected and they can be identified as provided by us.

You agree that we hold security interest in all of your present and after acquired property connected with products and services provided to you to the total amount of products and services provided to you, and:

  • authorise us to register a financing statement and charge on the Personal Property Securities Register, and provide all information and signatures necessary to effect the same;
  • will not register a financing charge or statement or charge demand in respect of products without our prior written consent;
  • waive your entitlement under s 148 of the Personal Property Securities Act 1999 (PPSA) to receive a copy of a verification statement where we have registered our interest;
  • that both parties contract out of s 114(1)(a), 133 and 134 of the PPSA;
  • waive your rights as listed under s 107(2) of the PPSA; and
  • give us seven (7) days prior written notice of any proposed change in your name or details such as contact information.

Where applicable, we own all existing and new intellectual property rights connected to the products and services.

 

When can a party cancel this agreement?

Subject to the below, either party may cancel this agreement at any time by giving twenty-one (21) days prior written notice.

We have the right by seven (7) days prior written notice to suspend or cancel wholly or in part this or any agreement for the provision of products and services and/or withdraw or close your credit account, if you default by:

  • failing to pay or indicating you will not pay any sum owing by the due date;
  • any of your creditors seizing or indicating they will seize any products provided to you;
  • products in your possession becoming materially damaged while any amount remains unpaid;
  • being bankrupted, insolvent, under statutory management or put into liquidation;
  • a receiver being appointed over or a landlord possessing any of your assets;
  • a court judgment entered against you remaining unsatisfied for seven (7) days;
  • breaching the terms of this agreement; and
  • an adverse material change in your financial position.

If you default, we may exercise a lien against any products in our possession.

You agree that if you default and the default is not remedied within seven (7) days, we may enter any premises occupied by you to inspect or repossess any products. You will provide reasonable access to such premises and do all things necessary to give effect to our rights and obligations. We may re-sell any products and credit the net sale proceeds to your account for the invoice value less adjustment for the condition of the products.

Cancellation or suspension under the above, will not affect either party’s claim for any amount due at the time of cancellation or suspension, damages for any breach of obligations under this agreement and any other legal rights either party may have. Upon cancellation of this agreement any amount owed by you for products and services provided up to and including the date of cancellation will become immediately payable and current orders and services will terminate.

 

Does a personal guarantee apply?

If you are a director of a company or the trustee of a trust in exchange for us agreeing to supply products and services and/or grant credit to the company or the trust, you also sign this agreement in your personal capacity (jointly and severally) and unconditionally and irrevocably personally undertake as principal debtors to pay everything that the company or trust owes us and to indemnify us against non-payment and/or default.

Any personal liability of you as director or trustee under this clause will not exclude the company or trust from the liabilities and obligations contained in this agreement. You will be a principal debtor and not a mere surety. You will not be released from liability under this clause by the granting of time or indulgence, any amendment to these terms or any other security interest, or any matter whatsoever.

The terms and rights and obligations under the above, will continue to apply notwithstanding changes to these terms of trade in accordance with 15.9 and/or prior dealings.

 

What else is agreed?

We may outsource (contract out) part of the work required to perform our services, you agree to pay for all amounts due in connection with the same.

A failure by either party to enforce any of the terms of this agreement will not be deemed to be a waiver of any of the rights or obligations under this agreement.

Neither party may assign or transfer their rights or obligations under this agreement to any other party without our prior written consent.

If any of these terms are determined to be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining terms will not be affected.

This agreement supersedes all prior agreements, representations and warranties. Any instructions we receive from you and all arrangements between the parties are subject to these terms.

Neither party will be liable for any act, omission or failure by that party under this agreement if that act, omission or failure results directly from an event or circumstances beyond the reasonable control of that party, provided that whenever that party becomes aware that such a result has occurred or is likely to occur, that party will notify the other party in writing. Should such an event occur, each party will continue to use its best endeavours to perform its obligations as required under this agreement and take all reasonable steps to abate the event.

If a dispute arises between the parties either party must notify the other in writing within seven (7) days of the dispute arising. The parties will endeavour to resolve the dispute by negotiation within seven (7) days of receiving notice. If the parties cannot resolve the dispute then each party will have the right to refer the dispute for mediation or arbitration at any time. The arbitration will be undertaken in accordance with the Arbitration Act 1996. The presence of a dispute will not affect either party’s claim for any amount due, damages for any breach of obligations under this agreement and any other legal rights either party may have.

Documentation related to this agreement may be served on you by email.

We will notify you of any changes to these terms and publish the same on our website - continued provision of products and services will be subject to your signed or written acceptance of the same. All other variations must be mutually agreed in writing.

 

Electronic Communications

Any time you visit the La Fromagerie website or contact us via email, you are communicating with us electronically. By doing so, you consent to receive further communications from us electronically, whether that be via email or our website. You accept that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

 

Copyright

All content included on the La Fromagerie website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of La Fromagerie or its content suppliers and protected by international copyright laws. The compilation of all content on the La Fromagerie website is the exclusive property of La Fromagerie and protected by international copyright laws. All software used on the La Fromagerie website is the property of La Fromagerie or its software suppliers and protected by international copyright laws.

 

Copyright Complaints

La Fromagerie and its affiliates respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, email us with your complaint.

 

License and Site Access

La Fromagerie grants you a limited license to access and make personal use of the La Fromagerie website and not to download (other than page caching) or modify it, or any portion of it, except with the express written consent of La Fromagerie. This license does not include any resale or commercial use of the La Fromagerie website or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The La Fromagerie website, or any portion of it, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of La Fromagerie. You may not frame or utilise framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of La Fromagerie and our affiliates without express written consent. You may not use any meta tags or any other "hidden text" utilizing La Fromagerie’s name or trademarks without the express written consent of La Fromagerie. Any unauthorised use terminates the permission or license granted by La Fromagerie. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of La Fromagerie so long as the link does not portray La Fromagerie, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any La Fromagerie logo or other proprietary graphic or trademark as part of the link without express written permission.

 

Review, Comments, Communications, and Other

Visitors may post reviews, comments, and other content; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of content. La Fromagerie reserves the right (but not the obligation) to remove or edit such content but does not regularly review posted content. If you do post content or submit material, and unless we indicate otherwise, you grant La Fromagerie and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant La Fromagerie and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify La Fromagerie or its affiliates for all claims resulting from content you supply. La Fromagerie has the right but not the obligation to monitor and edit or remove any activity or content. La Fromagerie takes no responsibility and assumes no liability for any content posted by you or any third party.

 

Disclaimer of Warranties and Limitation of

THIS SITE IS PROVIDED BY LA FROMAGERIE ON AN "AS IS" AND "AS AVAILABLE" BASIS. LA FROMAGERIE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, LA FROMAGERIE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LA FROMAGERIE DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM LA FROMAGERIE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LA FROMAGERIE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

 

Applicable Law

By visiting La Fromagerie, you agree that the laws of New-Zealand, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and La Fromagerie or its affiliates.

 

Disputes

Any dispute relating in any way to your visit to La Fromagerie or to products you purchase through La Fromagerie shall be submitted to confidential arbitration in Auckland, New-Zealand, except that, to the extent you have in any manner violated or threatened to violate La Fromagerie’s intellectual property rights, La Fromagerie may seek injunctive or other appropriate relief in any court in New-Zealand, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of an independent arbitrator. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

 

Site Policies, Modification, and Severability

Please review our other policies, posted on the La Fromagerie website. These policies also govern your visit to La Fromagerie. We reserve the right to make changes to our site, policies, and these Conditions of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.