Contract Signature

TERMS & CONDITIONS

These Terms and Conditions of Sale form part of any quotation or contract in which they are referred or to which they are attached, and, unless otherwise agreed, any Goods to be supplied or supplied by Styx Solutions Limited will be or are supplied subject to these Terms and Conditions of Sale.

BACKGROUND

A. Styx Solutions Limited is in the business of designing, manufacturing and selling agricultural fencing and farm supplies.

B. The Customer has requested that Styx Solutions Limited supply products to it.

C. Styx Solutions Limited ’s agreement to supply and the Customer’s agreement to purchase the products is set out in this Contract.

D. Styx Solutions Limited is a trading company of E3E Innovation Limited.

IT IS AGREED AS FOLLOWS

  1. INTERPRETATION

1. In these Conditions of Sale: Customer means the Customer of the Goods.

Confidential Information means:

(a) the existence of the Contract, its subject matter and the terms and conditions contained in it; and

(b) any information which is not public knowledge, and which is obtained from the other Party pursuant to or in the course of the negotiation or implementation of the Contract.

Contract means these Terms and Conditions of Sale between Styx Solutions Limited and the Customer for the purchase of the Goods together with the relevant Quote, Purchase Order and Order Acknowledgement.

Delivery occurs when the Goods are made available for transport via Exworks. In the event the Goods are not being supplied via ex works, then delivery occurs at the earlier of when Goods are delivered to the Customer’s premises and when they are signed for.

Delivered has a corresponding meaning.

Styx Solutions Limited means the supplying company Styx Solutions Limited having its registered office at 329 Durham Street North, Christchurch Central City, Christchurch 8013 – C/o Baker Tilly Staples Rodway

Goods means the products supplied by Styx Solutions Limited to the Customer pursuant to this Contract.  

Intellectual Property means patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, goodwill and the right to damages for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, including the right to sue for and recover damages for past infringements.

Order Acknowledgement means Styx Solutions Limited ’s acceptance of the Purchase Order.

Party means either Styx Solutions Limited or the Customer as the context requires, and Parties shall refer to both of them.

Price means the price of the Goods determined in accordance with this Contract. This may include but is not limited to the Quoted price, website price or Contract price.

Purchase Order means the Customer generated document authorising the purchase of the Goods specified there. The Purchase Order sets out the descriptions, quantities, and prices of the Goods, and any other information as required by Styx Solutions Limited .

Quote means a quote issued by Styx Solutions Limited to the Customer in relation to specific Goods.

Specifications means any Specifications for Goods or made available by Styx Solutions Limited to the Customer. 

Working Day means a day other than a Saturday or Sunday, on which are banks in Christchurch are generally open for business.

1.2 Headings are used as a matter of convenience and shall not affect the interpretation of these conditions.

1.3 These T&C’s are the terms that we offer for the purchase of products directly to the customer or via the company Website

1.4 All purchases made are entirely subject to these terms and conditions.

1.5 These T&C’s may be changed occasionally. Changes will be effective as soon as they are posted on the Website.

1.6 Customers must be located in New Zealand to purchase products on the Website.

2. CONTRACT

2.1 Unless expressly stated otherwise, and to the extent of any conflict in terms, this Contract records all the terms of sale between Styx Solutions Limited and the Customer. For the avoidance of doubt, this Contract shall not override existing written agreements insofar as the existing agreement incorporates terms that are not contemplated in this Contract.

2.2 Any Quote, Purchase Order and Order Acknowledgement, whether through the website or direct with the Customer, together with these Terms and Conditions of Sale shall form the Contract between Styx Solutions Limited and the Customer. 

By issuing a purchase order, whether directly or by ordering through the website, the Customer is deemed to have accepted these Conditions of Sale.

2.3 No agent or representative of Styx Solutions Limited is authorised to make any representations, warranties, conditions or agreement not expressly confirmed by Styx Solutions Limited in writing and Styx Solutions Limited  is not in any way bound by any such unauthorised statements nor can any such statements be taken to form a contract or part of a contract with Styx Solutions Limited .

2.4 Except as mutually agreed in writing between the Parties, neither this Contract nor any Purchase Order (whether or not confirmed) may be varied or cancelled except in accordance with this Contract.

2.5 Where a sale relates to the sale of Software or support and maintenance thereof, the Customer accepts that Styx Solutions Limited ’s standard Software License Agreement (SLA) and Software Support Agreement (SSA) shall apply and be included as part of these terms of sale.

2.6 From time to time our suppliers may change their specifications and product images. Every effort is made to ensure the Website displays the correct image and specifications; however, Internet Retailers cannot guarantee the product displayed will be identical to that received.

2.7 The information, whether a description, specification, illustration or otherwise, contained on the Styx Solutions Limited website, or descriptive matter of any sort including catalogues, leaflets, price lists and other advertising produced by Styx Solutions Limited shall not form part of the contract.

2.8 A description or sample provided by Styx Solutions Limited shall be deemed for identification purposes only and shall not represent a sale by description or sample.

3. PURCHASE ORDERS, PRICE AND PAYMENT

3.1 Products must be ordered directly or as instructed on the Website.

3.2 Product pricing quoted on the Website at the time of making the order are inclusive of GST

3.3 A separate charge for shipping and handling (“Shipping Charge”), if applicable, will be shown at the time of purchase and on the invoice which will be emailed to the customer when the order is processed. Shipping costs are quoted as within New Zealand only.

3.4 The Customer will pay the Price and Shipping Charge by either an acceptable credit card or by bank deposit. Customers are bound to pay once the order has been accepted. Cleared payment must be received by Styx Solutions Limited before the Products are sent to the Customer.

All payments are payable in New Zealand dollars.

3.5 Any Goods and Services or Valued Added Tax and other taxes and duties assessed or levied in connection with the supply of the Goods to the Customer are not included in the price and shall be payable by the Customer in addition to the price or, where the payment of such taxes or duties is the responsibility of Styx Solutions Limited  at law, the price shall be increased by the amount of such taxes or duties.

4. DELAY

4.1 While Styx Solutions Limited will use all reasonable endeavours to ensure that Goods are delivered by their agreed delivery date, no penalty will be imposed on Styx Solutions Limited  nor will a reduction in the price be available on the grounds of failure to meet a delivery date.

5. OWNERSHIP

5.1 From the time of accepted delivery of the products, ownership and responsibility for the products will pass to you and you will then bear the risk of any loss, damage or deterioration of or to the products.

6. WARRANTIES

6.1 Styx Solutions Limited’s warranty policy covers products for 12 months from the date of purchase. The following exceptions apply- Styx Fence Battens- 2.0 years, Styx Outriggers- 2.0 years, Styx Polywire and Tape – 2.0  years (against UV degradation only)  No warranty covers colour fade.

Warranty claims cover any fault, defect or failure occurring as a result of the manufacturing process. Damage or faults occurring as a result of misuse, accident, or wear and tear are not covered by the warranty policy.

If you feel that the product you have purchased is faulty and is covered under these warranty conditions, please contact us with as much detail readily available as possible (including a photo of the issue if possible). We will assess your claim and advise you of your resolution.

We only accept returns where the reason for the return is covered by either the above warranty condition, or if you are a consumer, the Consumer Guarantees Act, Fair-Trading Act or other applicable NZ consumer legislation.

You must ensure that when placing your order that the contents in your shopping cart are correct and that accidental additions have not been made. Once your order is placed it cannot be changed or returned.

Any costs incurred due to incorrectly entered personal information are the responsibility of the customer.

Accepted Warranty returns/returns that have met the above-mentioned criteria remain the full property & responsibility of the account holder until returned to our physical warehouse.

6.2 No warranty claim shall be accepted if:

(a) the defective Goods have been misused, abused, or used in ways the product was not designed; or

(b) the defective Goods have sustained damage by environmental conditions which are unsuitable for the product, including but not limited to those outlined in any installation manuals.

(c) any attempt to repair the defective Goods is made by any person not authorised by Styx Solutions Limited to effect such repairs; or

(d) the defective Goods have been damaged in transport, or modified or incorrectly stored, maintained, installed or operated.

6.3 Except where NZ Consumer laws apply, any conditions, warranties, descriptions, representations, conditions as to fitness or suitability for any purpose, tolerance to 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.  Styx Solutions Limited ’s liability for any loss shall be as set out in clause 6.5, even if Styx Solutions Limited has been advised of the possibility of such loss.

6.4 If the Goods are not manufactured by Styx Solutions Limited, then the foregoing warranty shall not apply to such Goods.  In the case where the manufacturer or supplier of any such Goods provides any warranty, then Styx Solutions Limited (to the extent that it is able to do so) shall make such warranty available to the Customer.

6.6  Where any warranty obligations under clause 6.1 fail to be met, Styx Solutions Limited ’s liability for such failure shall be limited to replacement of the Goods in question or damages (at Styx Solutions Limited ’s discretion) which shall be subject to the limitation contained in clause 8 below.

7. CONSUMER GUARANTEES ACT 1993

7.1 Where Styx Solutions Limited is supplying goods to the Customer for business purposes within the meaning of the Consumers Guarantees Act 1993 and pursuant to section 43 the provisions of that Act shall have no effect.

7.2 Where Styx Solutions Limited is supplying goods to the Customer for other than business proposes the provisions of the Consumer Guarantees Act 1993 shall apply.

7.3 Where Styx Solutions Limited supplies Goods to a person acquiring them for business purposes it shall be a term of the Contract with the Customer that the Consumer Guarantees Act 1993 does not apply in respect of the Goods.

8. LIABILITY

8.1 Unless applicable under NZ Consumer laws, in no event shall Styx Solutions Limited have any liability for any loss of use, production, profits, revenue, business or anticipated savings or for any delay or any financing costs or increase in operating costs or any economic loss for any consequential, indirect or special loss suffered by the Customer or any other person.

8.2 The Customer shall not have any right of recourse (whether by legal proceedings or otherwise) against Styx Solutions Limited in respect of any claims made against the Customer by any third parties in relation to any loss of use, production, profits revenue, business or anticipated savings or for any delay or any financing costs or increase in operating costs or any economic loss for any consequential, indirect or special loss suffered by any such third parties.

8.3 Notwithstanding anything contained in this clause or contained elsewhere in the Contract, the liability of Styx Solutions Limited , whether in contract, tort or otherwise, in respect of all claims for loss, damage or injury arising out of the performance or non-performance of Styx Solutions Limited ’s obligations arising under or in connection with the Contract or provision of non-provision of the Goods, or otherwise shall be limited in aggregate to an amount being the price paid for the Goods which directly contributed to the loss.

8.4 Styx Solutions Limited 's liability to indemnify the Customer under this clause will be reduced proportionately to the extent that any act or omission or default on the part of the Customer contributed to the claim being brought against Styx Solutions Limited.

 

9. INTELLECTUAL PROPERTY

9.1 Except as specifically provided herein, each Party owns and retains all right, title and interest, worldwide, in any and all of its Intellectual Property pre-existing before engagement under this Contract.

9.2 Ownership of the Intellectual Property rights associated with the Goods and any manufacturing process for the Goods and any documentation provided by Styx Solutions Limited pursuant to this Contract is vested and shall, at all times, vest in Styx Solutions Limited.

9.3 All Intellectual Property made, developed, conceived, first reduced to practice, fixed in any tangible medium of expression, or created of any kind during the term of this Contract shall be the sole property of Styx Solutions Limited.

9.4 The Customer shall take all reasonable steps to prevent infringement by third parties of Styx Solutions Limited ’s Intellectual Property Rights.

9.5 The Customer shall promptly notify Styx Solutions Limited in the event that the Customer becomes aware of any infringement by third parties of Styx Solutions Limited ’s Intellectual Property rights.

10. FORCE MAJEURE:

10.1 Neither Party will be liable for any act, omission, or failure to fulfil its obligations under this Contract if such act, omission or failure arises from any cause reasonably beyond its control including strikes, lockouts, riots, earthquakes, acts of war, epidemics, pandemics, governmental action superimposed after the date of this Contract, fire, communication line failures, power failures, earthquakes or other disasters (“Force Majeure”).

10.2 The Party unable to fulfil its obligations due to a Force Majeure shall:

(a) immediately notify the other in writing and provide full information concerning the Force Majeure event including an estimate of the time likely to be required to overcome the event;

(b) use its best endeavours to overcome the event and minimise the loss to the other Party; and

(c) continue to perform its obligations as far as practicable.

11. INFORMATION AND PRIVACY ACT

11.1 The Customer authorises Styx Solutions Limited to:

(a) Collect all information it may require from any third parties and in respect thereof authorises third parties to release such information to Styx Solutions Limited . 

(b) Hold all information given by the Customer or all such third parties to Styx Solutions Limited for the purpose of this Contract or otherwise related to Styx Solutions Limited ’s business.

(c) Use all such information, including the giving of all such information to third parties to facilitate the collection of any moneys owing or otherwise related to Styx Solutions Limited ’s business.

(d) You agree that Styx Solutions Ltd and our direct supplier partners may use personal information collected about you, including your registration details and information relating to your use of the Website and the content you access for research purposes to assist to provide a better service. We will not sell or allow external third parties to access your personal information without your consent. We must release account and other personal information when it is necessary to comply with NZ law. Agencies with authority enabling them to request information from us include, but are not restricted to, the New Zealand Police, Inland Revenue Department and Ministry of Economic Development.

You can contact us to find out if your personal information has been provided to government agencies.

12. WAIVER

12.1 All the original rights, powers, exemptions and remedies of Styx Solutions Limited shall remain in full force notwithstanding any neglect, forbearance or delay in the enforcement thereof.  Styx Solutions Limited shall not be deemed to have waived any condition unless such waiver shall be in writing under signature of Styx Solutions Limited or an authorised officer thereof and any such waiver, unless the contrary shall be expressly stated, shall apply to and operate only in particular transaction, dealing or matter.

 

13. NO PARTNERSHIP/AGENCY

13.1 Nothing contained in the Contract is deemed to constitute the Parties partners nor, except as otherwise expressly provided in the Contract constitute any Party the agent or legal representative of another Party.  No Party has authority to act or to assume any obligation or liability on behalf of any other Party except as expressly provided in this Contract.

14. VALIDITY

14.1 If any provision of this Contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

15. LAW AND JURISDICTION

15.1 The Contract shall in all respects be deemed to be a contract made in New Zealand and the construction, validity and performance of the Contract shall be governed by New Zealand Law and the New Zealand courts will have exclusive jurisdiction in relation to the Contract.

16. FAIR TRADING ACT

16.1 Purchases made on the Website are covered by the Fair Trading Act.

16.2 The Fair Trading Act is designed to protect the customer from being misled, either intentionally or unintentionally. This applies to all aspects of the promotion and sale of goods and services including: pricing; where the product was made; where the product originates; the meeting of New Zealand safety standards; availability of products in store and the sales techniques used. The Commerce Commission enforces the Fair Trading Act.

17. EMAILS AND NEWSLETTERS

17.1 Styx Solutions Ltd will occasionally send emails relating to your membership, your purchase history and any Website updates or product specials. Information of how to be removed from the mailing list will be clearly available on your account details page