Terms and Conditions

for Southern Woods Nursery Ltd (the Vendor)

These terms and conditions outline how we conduct business with our customers.

1. General Conditions

1.1 All orders are accepted only if the Customer agrees to these terms and conditions of sale, which together constitute the entire agreement (the Contract) between the Customer and the Vendor.

1.2 Where the Consumer Guarantees Act 1993 applies, nothing in these terms affects the Customer’s rights under that Act. For goods acquired for business purposes, the Consumer Guarantees Act 1993 and sections 9, 12A, 13, and 14(1) of the Fair-Trading Act 1986 do not apply.

2. Price

2.1 All prices, offers, and price lists are subject to change without notice.

2.2 All prices include GST and exclude freight unless agreed otherwise. Trade prices to approved account holders exclude GST, which is payable in addition to the listed price.

3. Order Confirmation  

3.1 Upon receiving the Customer’s order, the Vendor will confirm the availability of goods with a ‘Sale Confirmation.’ A non-refundable deposit of 10% to 100% may be required immediately.

3.2 Orders may be cancelled without notice if no deposit is received within seven days unless other written arrangements are made. Confirmed orders will be supplied in full, subject to availability and conditions beyond our control.

4. Deposits

4.1 A deposit of $12.50 excluding GST per holding or growing tray may be charged, refundable if returned in reusable condition within three months.

4.2 A deposit of $25.00, excluding GST per shipping pallet, may be charged. This deposit is refundable if the item is returned in reusable condition within three months.

4.3 A 50% deposit (plus GST) is required for orders including bare-rooted/open-ground plants.

4.4 For orders over $10,000.00, a 10% deposit (plus GST) is required.

5. Payments  

5.1 For any account-based purchases, whether cash or credit, the Customer must:

5.1.1 Be the individual or an employee associated with the account holder. (If an employee, evidence of employment may be required.)

5.1.2 Supply a valid order reference or purchase order number.

5.1 The balance is payable on collection. For approved trade account holders, payment is due by the 20th of the month following delivery. The Vendor reserves the right to suspend or revoke credit at any time. Any alternative payment arrangements must be agreed upon in writing.

5.2 Payments may be made by bank transfer, credit card, or cash. However, credit/debit cards are not acceptable as a payment method for credit accounts.

5.3 The Vendor reserves the right to adjust prices for any new biosecurity levy introduced under the Biosecurity Act 1993.

5.4 Trade accounts and associated discounts are subject to periodic review by the Vendor, and terms may be adjusted at the Vendor’s discretion. Any adjustment shall be effective for any orders received from the earlier of: (a) the day following notification of the adjustments in writing to the Customer, or (b) the day the adjustments are published on the Vendor’s website.

6 Ownership

6.1 All goods remain the property of the Vendor until full payment has been received.

7 Default

7.1 Overdue accounts will incur a 3% compounding interest charge per month. The Vendor may suspend further deliveries until the account is settled.

7.2 The Customer agrees to indemnify the Vendor for all costs incurred in recovering unpaid amounts, including legal fees and debt collection costs.

7.3 In the event of default, the Vendor may suspend or terminate the contract, making all outstanding amounts immediately payable.

7.4 An “Event of Default” includes non-payment, bankruptcy, insolvency, or liquidation of the Customer.

7.5 A “Force Majeure” is an event beyond reasonable control preventing a party from fulfilling its obligations.

7.6 Neither party is liable for delays or failures due to Force Majeure. If Force Majeure delays performance for over 45 days, either party may terminate the contract with written notice.

8 Delivery  

8.1 Delivery may be made by collection or freight to the Customer’s destination, with five working days’ notice required.

8.2   If the Customer postpones delivery for three months or more, fees may apply, including holding, maintenance, restocking, handling, re-potting, and revised freight costs.

8.3 Cancelled orders may incur fees, including delivery to the Customer’s site and waste disposal fees.

8.4 Risk and responsibility for the goods pass to the Customer upon leaving the nursery.

8.5 Bare-rooted stock not collected by August 31 may be sold, and any deposit forfeited.

8.6 The Vendor may deliver in instalments without entitling the Customer to cancel the contract for delays. Maintenance fees may apply for delayed deliveries, and the Vendor is not liable for quality deterioration.

8.7 The Vendor may resell goods not taken by the end of the delivery period without credit to the Customer.

8.8 A restocking fee of 5% of the value of all returned goods (excluding freight) will be applied to any order, regardless of reason, except where liability is accepted in writing by the Vendor for, and to the extent of, a wrong supply.

8.9 The Customer must comply with the Vendor’s health and safety rules when collecting goods.

9 Non-Conforming Goods

9.1   If the Vendor supplies stock that does not conform to the contract description, it will use its best efforts to replace it.

9.2   The Vendor’s liability for non-conforming stock is limited to replacing the goods. No liability is accepted for consequential losses or lost profits.

9.3 Despite clauses 9.1 and 9.2, any stock damaged in transit must be reported by the Customer to the Vendor within 48 hours of delivery, otherwise the Vendor will not be liable for replacing, or compensating for, the damaged stock, unless and to the extent the relevant insurer accepts a late claim, in which event the Vendor shall be entitled to charge for any extra expenses incurred in processing that late claim.

9.4 Disputes over non-conforming goods will be resolved through discussions and, if unresolved, by an independent arbitrator.

10 Limitation of Liability

10.1 The Vendor is not liable for delays or failures due to Force Majeure.

10.2 The Vendor is not liable for any claims, except as provided for defective goods replacement.

10.3 The Vendor’s liability is limited to the price paid for the goods.

10.4 No liability is accepted for indirect, exemplary, or consequential losses, including business profits. Claims must be made within one week of delivery.

11 Indemnity

11.1 The Customer agrees to indemnify the Vendor against all costs, claims, and liabilities resulting from the manufacture, sale, or use of the goods, except where directly attributable to the Vendor’s negligence.

12 Conditions of Sale

12.1 The Vendor endeavours to provide goods of merchantable quality, true to name and description, but excludes any warranties as permitted by law.

12.2 The Vendor accepts no liability for propagation failures due to factors beyond its control.

12.3 No warranty is given for consultancy advice, whether paid or unpaid.

13 Personal Property Securities Act 1999 (“PPSA”)

13.1 This Contract constitutes a security interest in the goods as security for payment.

13.2 The Customer agrees to execute any documents required to protect the Vendor’s security interest.

13.3 The Customer waives certain rights under the PPSA as specified in these terms.

14 Use of Information

14.1 The Vendor’s use and collection of information are detailed in its Privacy Policy.

15 General Provisions

15.1 These terms apply to all transactions where the Vendor supplies goods or services. Unless otherwise agreed in writing, any inconsistencies are resolved in favour of these terms.

15.2 Failure to exercise any right does not waive that right or any other. Waivers must be in writing.

15.3 The Customer may not assign rights or obligations without the Vendor’s consent.

15.4 This contract is governed by New Zealand law, and the parties submit to the jurisdiction of the New Zealand Courts.

15.5 The Vendor may change these terms at any time, effective from the posting date on its website.