1.DEFINITIONS

1.1“Strand Media” means Strand Media Limited.

1.2“You” means the person using the Website or purchasing Products from Strand Media and any person acting on your behalf and with your authority.

1.3“Products” means all products supplied by Strand Media through the Website and includes all products, goods and services and advice provided by Strand Media to you and all charges for labour, hire charges, insurance charges, freight costs, or any fee or charge associated with the supply of the Products by Strand Media to you.

1.4“Website” means Strand Media Limited.

2.ACCEPTANCE OF TERMS AND AMENDMENTS

2.1Your use of the Website and the online ordering service on the Website is subject to these terms and conditions. By using the Website and ordering Products you confirm that you have read, understood and accept these terms and conditions and agree to be bound by them.

2.2Orders placed through the Website constitute legal offers to purchase and are capable of being accepted by Strand Media without further reference to you.

2.3Strand Media may amend these terms and conditions from time to time. Amendments to these terms and conditions shall be effective from the date they are published on the Website. Your continued use of the Website shall be deemed acceptance of the amended terms and conditions.

3.PRICE

3.1The price of the Products may be increased by notice in writing to you by the amount of any reasonable increase in the cost of supply of the Products that is beyond the control of Strand Media.

3.2If you refuse to accept the new price Strand Media may immediately cancel the order.

3.3If Strand Media cancels an order pursuant to clause 3.2, Strand Media will promptly refund any amount paid by you on the order.

4.ORDERS

4.1Products may be unavailable from time to time. All Products advertised on the Website are subject to availability.

4.2Strand Media provides confirmation electronically that an order has been received and such confirmation shall specify the delivery date and price.

4.3Strand Media may refuse to confirm an order.

4.4Strand Media may cancel an order and refuse payment without any explanation. Strand Media will ensure any amount paid on an order is refunded promptly.

5.PAYMENT

5.1Unless otherwise agreed, payment for Products shall be made in full in advance.

5.2Any expenses, disbursements and legal costs incurred by Strand Media in the enforcement of any rights contained in these terms and conditions shall be paid by you, including any reasonable solicitor’s fees or debt collection agency fees.

5.3Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment.

5.4You agree to make all payments to Strand Media relating to the supply of the goods in full, without deduction of any nature whether by way of set-off, counterclaim or any other claim.

6.DELIVERY AND RISK

6.1The Products remain at Strand Media’ risk until delivered to you.   Delivery is to be made at the place you specify when the order is made. If you fail or refuse to take or accept delivery then the Products are deemed to have been delivered when Strand Media was willing to deliver them.

6.2The delivery address must be specified at the time of making an order and cannot be changed. You must not pay or place an order if the delivery address is incorrect.

6.3Delivery of Products shall be deemed complete when Strand Media gives possession of the Products directly to you or possession of the Products is given to a carrier, courier, or other bailee for purposes of transmission to you.

6.4If you refuse to take or accept delivery at the time specified in the order confirmation or at any other times that Strand Media is able to deliver the Products, any costs for storage, transportation or any other expenses may be charged at your expense.

6.5Strand Media reserves the right to deliver the Products in instalments and each instalment is deemed to be a separate contract under the same terms and conditions of the main contract. If Strand Media is unable to make delivery, you will not be entitled to repudiate the contract.

6.6If Product is lost or damaged during delivery Strand Media will only pay a refund, repair the Product, or supply new Product after receiving compensation from Strand Media’ insurance company.

6.7You will check the condition and quantity of the Products delivered and advise the deliverer of any missing or damaged Products immediately on receipt. Strand Media shall not be liable for any missing or damaged Products unless noted on the delivery receipt. The absence of written notification by you on the delivery receipt shall be deemed to be delivery of the full order in good condition.

6.8Any dates specified for the delivery of the Products are estimated dates only and Strand Media shall not be liable for any damage or loss that you may incur as a result of a delivery being delayed beyond such date for any reason.

6.9Any person at the delivery address who receives the Products shall be presumed by Strand Media to be authorised to receive the Products.

7.TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)

7.1Title in any Products supplied by Strand Media passes to you only when you have made payment in full for all Products provided by Strand Media and of all other sums due to Strand Media by you on any account whatsoever. Until all sums due to Strand Media by you have been paid in full, you grant to Strand Media a security interest in all Products (“the security interest”).

7.2If the Products are attached, fixed, or incorporated into any of your property, by way of any manufacturing or assembly process carried out by you or any third party, title in the Products shall remain with Strand Media until you have made payment for all Products, and where those Products are mixed with other property so as to be part of or a constituent of any new Products, title to these new Products shall deemed to be assigned to Strand Media as security for the full satisfaction by you of the full amount owing between Strand Media and you.

7.3You give irrevocable authority to Strand Media to enter any premises occupied by you or on which Products are situated at any reasonable time after your default or before default if Strand Media believes a default is likely and to remove and repossess any Products and any other property to which Products are attached or in which Products are incorporated. Strand Media shall not be liable for any costs, damages, expenses or losses incurred by you or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded.

7.4Strand Media may either resell any repossessed Products and credit your account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Products and credit your account with the invoice value thereof less such sum as Strand Media reasonably determines on account of wear and tear, depreciation, obsolescence, loss of profit and costs.

7.5Where Products are repossessed by Strand Media pursuant to clause 7.3 you waive the right to receive notice under section 120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under section 121 of the PPSA.

7.6You shall pay to Strand Media immediately on demand in writing made by Strand Media for all costs and expenses (including solicitor-client and debt collection costs) that Strand Media incurs in:

(a)           registering, maintaining or discharging any financing statement or financing change statement;

(b)           protecting, preserving or enforcing the security interest created by these terms and conditions;

(c)           recovering any monies you owe to Strand Media.

8.PAYMENT ALLOCATION

8.1Strand Media may in its discretion allocate any payment received from you towards any invoice that Strand Media determines and may do so at the time of receipt or at any time afterwards and on your default may reallocate any payments previously received and allocated. In the absence of any payment allocation by Strand Media, payment shall be deemed to be allocated in such manner as preserves the maximum value of Strand Media’ purchase money security interest in the Products.

9.LIABILITY AND INDEMNITY

9.1The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Strand Media which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on Strand Media, Strand Media’ liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.

9.2The guarantees and warranties contained in the:

(a)           Sale of Goods Act 1908 and United Nations Convention On Contracts For The International Sale Of Goodsare excluded; and

(b)           Consumer Guarantees Act 1993 are excluded where you acquire Products from Strand Media for the purposes of a business in terms of sections 2 and 43 of that Act.

9.3Strand Media shall not be liable for any loss or damage of any kind whatsoever, arising from:

(a)           the supply of Products and services by Strand Media to you; and

(b)           your use of the Website,

including consequential loss whether suffered or incurred by you or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Products and services provided by Strand Media to you or your use of the Website.

9.4You undertake and agree that you will indemnify and hold Strand Media harmless from and against all costs and expenses (including, without limitation, legal and other professional costs, fees and expenses) actions, proceedings, claims, demands, damages and loss of business or orders arising from or connected directly or indirectly with:

(a)           any breach by you of these terms and conditions, the supply of Products and services to you and your use of the Website; or

(b)           brought by any person in connection with any matter, act, omission, or error by Strand Media its agents or employees in connection with the Products, Website or these terms and conditions.

10.COLLECTION AND USE OF INFORMATION

10.1You authorise Strand Media to collect, retain and use any information about you, for the purpose of assessing your credit worthiness, enforcing any rights under this contract, or marketing any Products provided by Strand Media to any other party.

10.2You authorise Strand Media to disclose any information obtained to any person for the purposes set out in clause 10.1.

10.3Where you are a natural person the authorities under clauses 10.1and 10.2 are authorities or consents for the purposes of the Privacy Act 1993.

10.4Any person in respect of whom Strand Media possesses personal information may have access to that information and may require it to be corrected or deleted.

11.INTELLECTUAL PROPERTY

11.1All proprietary and intellectual property rights in the Website and Products are the property of Strand Media and its licensors and suppliers. All content on the Website may only be used for personal shopping and information gathering. Any other use of content on the Website is strictly prohibited.

11.2Unless Strand Media or its licensor or suppliers approves in writing, you are prohibited from reproducing, transmitting or distributing in whole or in part, or in any medium or form, content contained within the website.

11.3Where any intellectual property rights are created by Strand Media for the purposes of manufacturing Products and supplying Products or services to you, those intellectual property rights shall be the property of Strand Media.

11.4You shall not create a hyperlink to the Website without Strand Media’ prior consent in writing. If you create a hyperlink without Strand Media’ prior consent in writing you shall be responsible for all losses, whether direct or indirect, suffered by Strand Media.

12.Restrictions on Use of Website

12.1When accessing and using the Website you agree not to knowingly:

(a)           use any device, software or technique to interfere with or attempt to interfere with the proper working of the Website;

(b)           post on or transmit to the Website any unlawful, fraudulent, harassing, defamatory, or offensive information of any kind;

(c)           post on or send to the Website any information that contains a virus, or other harmful item;

(d)           publish, perform, distribute, prepare derivative works, copy, reverse engineer, or otherwise use the content (other than as expressly permitted herein);

(e)           post or transmit into or on the Website any information in violation of another party’s copyright or intellectual property rights.

12.2You agree to comply with all New Zealand rules and regulations regarding ‘online’ conduct as well as any applicable laws, rules, codes and regulations prevailing in the country in which you reside.

13.Linking to this Website

13.1Linking to this Website will only be permitted with Strand Media’s express written permission and only directly to the Website’s homepage.

14.GENERAL

14.1Strand Media shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.

14.2Failure by Strand Media to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations Strand Media has under this contract.

14.3If 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.

14.4The parties agree that the New Zealand courts shall have exclusive jurisdiction and that the law of New Zealand shall apply to these terms and conditions.

Copyright 2007 Strand Media Limited. All rights reserved. Ph: 021 754 626, E: mail@strandmedia.co.nz