B2B Terms of Trade
Pawganic B2B Terms of Trade & Security Agreement
1. DEFINITIONS
1.1 "Seller" means EJ SILANI SUPPLY CHAIN NZ MGMT CO LTD trading as Pawganic, its successors and assigns.
1.2 "Buyer" means the entity, company, or person purchasing Goods from the Seller, including any guarantor.
1.3 "Goods" means all cat litter, products, and services supplied by the Seller to the Buyer.
2. ACCEPTANCE, ORDERS & STRICT MOQ
2.1 By submitting a wholesale application or placing an order, the Buyer strictly accepts these Terms of Trade. These Terms override any terms stipulated by the Buyer.
2.2 The absolute minimum unit of transaction is one (1) carton/box. Breaking cartons into individual bags for wholesale ordering is strictly prohibited.
2.3 Minimum Order Quantities (MOQ) are dynamically tied to the Buyer's approved pricing tier and must be strictly adhered to. The Seller reserves the right to decline any order that fails to meet these structural limits.
2.4 The Seller is not liable for any financial loss or damages incurred by the Buyer due to Goods being out-of-stock (Stock-outs) or delivery delays.
3. PRICING & FREIGHT
3.1 Unless otherwise agreed in writing, all prices are exclusive of Goods and Services Tax (GST), freight, pallet charges, and tail-lift surcharges.
3.2 Freight costs are calculated independently based on pallet volume and the Buyer's delivery address. The Buyer's payment of the final Invoice constitutes legally binding acceptance of both the Goods' price and all associated freight charges.
4. PAYMENT TERMS & DEFAULT
4.1 Payment is strictly Payment In Advance (PIA) unless an approved Credit Account has been explicitly granted in writing by the Seller.
4.2 If payment is defaulted, the Seller reserves the right to charge penalty interest at a rate of 2.5% per month on the overdue balance until paid in full.
4.3 Collection Costs: The Buyer shall be strictly liable for all costs, expenses, and fees (including but not limited to Baycorp/debt collection agency commissions, legal fees on a solicitor-client basis, and court costs) incurred by the Seller in recovering any overdue amounts.
5. RETENTION OF TITLE (ROMALPA CLAUSE)
5.1 Risk in the Goods passes to the Buyer upon delivery. However, legal and equitable title (ownership) of the Goods remains firmly with the Seller until the Buyer has paid all amounts owing to the Seller in full and cleared funds.
5.2 Until ownership passes, the Buyer holds the Goods as a fiduciary bailee for the Seller.
5.3 If the Buyer defaults on payment or enters receivership/liquidation, the Seller (or its agents) has the irrevocable right to enter the Buyer’s premises at any time to recover and repossess the Goods, without liability for any resulting disruption or minor damage.
6. PERSONAL PROPERTY SECURITIES ACT 1999 (PPSA)
6.1 The Buyer acknowledges that these Terms constitute a Security Agreement that creates a Security Interest in all present and after-acquired Goods supplied by the Seller to the Buyer to secure payment.
6.2 The Buyer irrevocably authorizes the Seller to register a Financing Statement on the Personal Property Securities Register (PPSR) to protect its Security Interest.
6.3 The Buyer waives its right to receive a Verification Statement under Section 148 of the PPSA.
7. CONSUMER GUARANTEES ACT 1993 (CGA) EXEMPTION
7.1 The Buyer acknowledges that the Goods are being acquired entirely for the purposes of a business in trade. Therefore, the provisions of the Consumer Guarantees Act 1993 and sections 9, 12A, and 13 of the Fair Trading Act 1986 are strictly excluded to the maximum extent permitted by law.
8. CLAIMS, RETURNS & ANTI-FRAUD POLICY
8.1 Returns are exclusively limited to verified manufacturing defects. Any claim regarding damaged Goods or short delivery must be submitted in writing with photographic evidence within 48 hours of delivery. Failure to do so constitutes absolute acceptance of the Goods in their delivered condition.
8.2 Exclusion of Liability: The Seller assumes zero liability and strictly voids any right to refund or return if Goods show signs of: (a) External packaging damage caused by the Buyer's handling or storage; (b) Intentional tampering, adulteration, or mixing with foreign substances; (c) Improper storage in humid conditions.
8.3 Burden of Proof: The Buyer bears the absolute burden of proof to demonstrate that the defect existed prior to delivery. All claims must be accompanied by high-resolution photographic evidence of the original pallet condition at the time of arrival.
9. DIRECTOR'S PERSONAL GUARANTEE
9.1 If the Buyer is a Limited Liability Company, the Director(s) submitting the application unconditionally and personally guarantee the due and punctual payment of all monies owed by the Buyer to the Seller. This personal guarantee shall remain enforceable regardless of the company's liquidation or receivership status.
10. PAYMENT TERMS & CREDIT FACILITIES
10.1 All B2B transactions operate strictly on a "Payment Before Delivery" (Proforma) basis. Standard B2B accounts must clear all payments in full prior to the dispatch of any goods.
10.2 Net payment terms (credit facilities) are not granted automatically. Credit accounts are strictly subject to formal internal review, require special management approval, and are typically reserved exclusively for accounts managed by authorized Pawganic sales representatives.
10.3 Pawganic reserves the absolute right to amend, suspend, or revoke any approved credit facilities at its sole discretion without prior notice.
11. ONGOING APPLICABILITY
11.1 The Buyer acknowledges and agrees that the acceptance of these Terms of Trade shall automatically apply to all future transactions, orders, and contracts placed with the Seller, without the need for a separate agreement for each individual transaction. This agreement remains in force until formally terminated or amended in writing by the Seller.
12. GOVERNING LAW & JURISDICTION
12.1 These Terms of Trade and any contract arising from them shall be governed by and construed in accordance with the laws of New Zealand.
12.2 The Buyer irrevocably agrees that the courts of Auckland, including the District Court of New Zealand and the High Court of New Zealand sitting in Auckland, shall have exclusive jurisdiction to hear and determine any dispute, claim, or proceeding arising out of or in connection with these Terms of Trade.
12.3 The Buyer waives any objection to the venue or jurisdiction of such courts on any ground, including forum non conveniens.
13. FORCE MAJEURE
13.1 The Seller shall not be liable for any failure or delay in the performance of its obligations where such failure or delay is due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, earthquake, pandemic, epidemic, war, civil unrest, strikes, labour disputes, supply chain disruptions, transport failures, port congestion, governmental actions, or utility outages (“Force Majeure Event”).
13.2 During the continuance of a Force Majeure Event, the Seller’s obligations shall be suspended to the extent affected.
13.3 The Seller reserves the right, at its sole discretion, to allocate available stock, delay, or cancel any order without liability during a Force Majeure Event.
13.4 If a Force Majeure Event continues for more than thirty (30) days, the Seller may terminate any affected order or contract by written notice without liability.
14. ELECTRONIC ACCEPTANCE
14.1 The Buyer acknowledges and agrees that acceptance of these Terms of Trade by electronic means, including but not limited to website registration, checkbox confirmation, digital acknowledgement, or email confirmation, shall constitute legally binding acceptance.
14.2 Such electronic acceptance shall be deemed equivalent to a signed written agreement and shall be fully enforceable in accordance with applicable law.