Terms and Conditions

  • 1. Definitions and Interpretation
    • 1.1 Customer means any person (jointly and severally if more than one) purchasing Goods, and any person acting on the Customer’s behalf and with the Customer’s authority.
    • 1.2 Fees means fees, costs and disbursements additional to the Price, including freight, delivery costs, insurance, credit card surcharges and any other duties or taxes imposed on or in relation to the Goods.
    • 1.3 Goods means all goods supplied by VCNZ to the Customer.
    • 1.4 GST means goods and services tax payable under the Goods and Services Tax Act 1985.
    • 1.5 Invoice means an invoice for Goods.
    • 1.6 Order means an order for the supply of goods by VCNZ placed by the Customer.
    • 1.7 Payment means payment of the Price and/or any Fees to VCNZ.
    • 1.8 Price means the price of any goods stated on the Website at the time an Order for those goods is placed.
    • 1.9 Terms means these terms and conditions.
    • 1.10 VCNZ means VideoConferencingNZ, or any directors, employees, contractors or agents of VCNZ.
    • 1.11 Website means the VCNZ website at www.videoconferencingnz.co.nz, or any replacement website.
    • 1.12 References to any legislation is to that legislation as amended or replaced from time to time.
  • 2. Terms
    • 2.1 Unless otherwise agreed in writing between VCNZ and the Customer, these Terms apply to every Order and, subject to clause 2.2, cannot be varied or replaced by any other terms, including the Customer’s terms and conditions of purchase (if any).
    • 2.2 These Terms will include any additional terms in any quotation given by VCNZ, with the additional terms to prevail in the event of any inconsistency.
    • 2.3 VCNZ may amend or vary these Terms by written notice to the Customer from time to time. Any amendments or variations will apply to Orders placed after the notice date.
  • 3. Quotations and Orders
    • 3.1 Unless expressly stated otherwise, a quotation given by VCNZ for Goods will be valid for 30 days from the date of issue and is exclusive of GST and Fees.
    • 3.2 VCNZ reserves the right to alter or withdraw any quotation because of circumstances beyond its control.
    • 3.3 The Customer cannot withdraw an order once it is accepted by VCNZ.
    • 3.4 An Order is deemed accepted by VCNZ when VCNZ confirms its acceptance of an Order from a Customer in writing or by electronic means. VCNZ has absolute discretion to refuse to accept any Order.
    • 3.5 Notwithstanding VCNZ’s acceptance of an Order, all supplies of Goods are subject to availability at the time of delivery.
  • 4. Product Specifications
    • 4.1 The Goods, and the specifications of the Goods (including dimensions) noted on the Website are approximate only and VCNZ reserves the right to update the Website, including the available Goods and the specifications of the Goods from time to time without notice. The Customer is responsible for checking the specifications immediately before placing an Order.
    • 4.2 Instruction manuals for the Goods will usually be provided with the Goods when the Goods are delivered. If instruction manuals do not arrive with the Goods and are reasonably necessary to operate the Goods, the Customer should contact VCNZ to arrange delivery of the appropriate instruction manual or instructions.
  • 5. Price, Fees and Payment
    • 5.1 Unless expressly stated otherwise, the price for the Goods will be:
      • 5.1.1 The Price;
      • 5.1.2 Exclusive of GST and Fees, which are payable in addition to the Price.
    • 5.2 Prior to placing an Order, the Customer will be notified of the total amount payable to VCNZ, comprising the Price and any Fees.
    • 5.3 Where the Customer requests a variation to an Order, VCNZ may increase the price for the Goods to account for the variation, and the Customer will be responsible for any increase in GST and/or Fees as a result of the variation.
    • 5.4 When placing an Order, the Customer may elect to:
      • 5.4.1 Pay by credit card in full via the Website at the time the relevant Order is placed; or
      • 5.4.2 Receive an Invoice and pay the Invoice in accordance with the payment terms set out on the Invoice.
    • 5.5 VCNZ reserves the right to charge a surcharge for payment of any monies owed by the Customer paid by credit card.
    • 5.6 Time is of the essence regarding the making of all payments.
    • 5.7 Goods will not be delivered by VCNZ until the Price for the Goods is paid by the Customer in full.
    • 5.8 Each Payment shall be by way of cleared funds and without set-off or deduction.
    • 5.9 If the terms of an Invoice provide for a layby arrangement allowing payment other than in full at the time an Order is placed and the Customer cancels its layby Order:
      • 5.9.1 The Customer is liable to pay a cancellation fee for VCNZ’s reasonable administration, storage, insurance and loss of profit costs (Cancellation Fee);
      • 5.9.2 VCNZ will deduct the Cancellation Fee and any credit card surcharge charged at the time the Customer placed the Order from any amount due to be refunded to the Customer;
      • 5.9.3 Subject to clause 5.9.2, VCNZ will refund to the Customer any amounts previously paid to VCNZ by the Customer in satisfaction of the lay-by Order.
  • 6. Default
    • 6.1 If the Customer defaults in payment by the due date of any Payment, then all money payable by the Customer to VCNZ becomes immediately due and payable without notice to the Customer and VCNZ may, without prejudice to any of its other accrued or contingent rights:
      • 6.1.1 Charge the Customer, and the Customer must pay, interest at the rate of 12% per annum for the period from the due date until the date of payment of all amounts owing to VCNZ by the Customer in full;
      • 6.1.2 Charge the Customer for, the Customer must indemnify VCNZ from, all costs and expenses (including without limitation all legal clients on a solicitor-client basis or and debt collection agency fees) incurred or likely to be incurred by VCNZ resulting from or in connection with the default or in the enforcement of any rights contained in these Terms;
      • 6.1.3 Cease or suspend the supply of any Goods; and/or
      • 6.1.4 Terminate any Order.
    • 6.2 Clauses 6.1.1 to 6.1.4 may also, at VCNZ’s option, be relied upon where the Customer:
      • 6.2.1 Is a natural person and becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of his or her creditors or any class of his or her creditors generally or any other analogous action is taken;
      • 6.2.2 Is a corporation and, it enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of his or her creditors generally, or has a liquidator, administrator, receiver or manager or similar functionary appointed in respect of its assets, or any action is taken for, or with the view to, the liquidation (including provisional liquidation), winding up or dissolution without winding up of the Customer or any other analogous action is taken; or
      • 6.2.3 The Customer breaches any other term of these Terms.
    • 6.3 If, notwithstanding clauses 5.7 and 5.8 the Goods are supplied to the Customer prior to VCNZ receiving payment in full in cleared funds and there is a default in Payment, then without prejudice to any of VCNZ’s other accrued or contingent rights:
      • 6.3.1 The Customer shall stand in a fiduciary relationship to VCNZ as bailee and agent for VCNZ in respect of the Goods supplied but not paid for;
      • 6.3.2 VCNZ shall have the right to trace those Goods and the proceeds of the sale of those Goods and recover the full amount owing to VCNZ;
      • 6.3.3 The Customer shall at all times hold the Goods in such a way as to identify them as being Goods in which the title has not passed to the Customer until payment is made in full in cleared funds;
      • 6.3.4 Resume possession of any Goods which remain its property without notice and enter the Customer’s premises, or any place where the Goods may be, without liability for trespassing or for any resulting damage, to recover the Goods, notwithstanding that the Goods may have been attached to other goods which are not VCNZ’s property, and the Customer indemnifies VCNZ from and against all costs, claims, demands and actions by any party arising from such action.
  • 7. Risk and Insurance
    • 7.1 The risk in the Goods and all insurance responsibility for theft, damage or otherwise will pass to the Customer immediately on the goods being delivered to the Customer or despatched from VCNZ’s premises.
    • 7.2 The Customer assumes all risk and liability for loss, damage or injury to persons or to property of the Customer or to third parties arising out of the use, installation or possession of any of the Goods.
  • 8. Delivery
    • 8.1 Subject to clause 8.2 or as otherwise agreed between VCNZ and the Customer, VCNZ will arrange for delivery of the Goods to the Customer, and the Customer is responsible for all costs associated with delivery from the point of dispatch of the Goods to the Customer to the point of delivery.
    • 8.2 If agreed that the Customer will collect the Goods, the Customer must collect the Goods within 7 days of being advised they are ready.
    • 8.3 If delivery is attempted but unable to be collected, or if the Customer does not collect the goods in accordance within the timeframe provided in clause 8.2, or if the Customer delays the expected date of delivery, the Customer is deemed to have taken delivery of the Goods, and the Customer will be liable for storage charges, as determined by VCNZ, payable on demand.
    • 8.4 VCNZ may deliver the Goods in instalments.
    • 8.5 Whilst every effort is made to deliver Goods on the expected delivery date, the time agreed for delivery is not an essential term of these Terms. VCNZ will not be liable for any loss or damage incurred as a result of late delivery. Late delivery will not entitle the Customer to cancel any Order or any part of any Order.
    • 8.6 The Customer indemnifies VCNZ against any loss or damage suffered by VCNZ as a result of delivery.
    • 8.7 The Customer is responsible for the assembly and installation of the Goods unless VCNZ agrees otherwise in writing.
  • 9. Acceptance
    • 9.1 The Customer will, on delivery, check the Goods for discrepancies or damage. In the case of any discrepancy or damage, the Customer will:
      • 9.1.1 Write the details of such damage on the consignment note and request the delivery person to countersign those details;
      • 9.1.2 Notify VCNZ immediately (and no later than 3 days after delivery) of such discrepancies or damage; and
      • 9.1.3 Unless otherwise requested by VCNZ, hold such Goods until VCNZ inspects them.
    • 9.2 To the extent permitted by law, no Goods may be returned to VCNZ unless prior approval has been given by VCNZ.
  • 10. Liability
    • 10.1 VCNZ provides all advice, recommendations and information relating to the Goods in good faith. VCNZ will not be responsible or liable for any loss or damage suffered by the Customer or any third party due to reliance on any such advice, recommendations and information. It is the Customer’s responsibility to follow any instructions provided with the Goods, to ensure suitability for the intended purpose of the Goods, and to ensure compatibility with any other devices or systems.
    • 10.2 VCNZ will pass on the benefit of manufacturer’s warranties on Goods that are not manufactured by VCNZ to the Customer to the maximum extent possible, subject to the terms of the manufacturer’s warranty.
    • 10.3 Except as expressly stated in these Terms:
      • 10.3.1 All conditions and warranties in respect of the state, quality or condition of the Goods, whether express or implied by statute, common law, trade usage, custom or otherwise which may, apart from this clause 10 be binding on VCNZ, are expressly excluded and negated to the maximum extent permitted by law;
      • 10.3.2 VCNZ shall not be liable to the Customer for any liability (including liability in negligence), indirect or consequential or economic loss or expense including but not limited to loss of turnover, profits, business or goodwill, howsoever suffered or incurred by the Customer or any third party, caused by or resulting directly or indirectly from the Goods;
      • 10.3.3 If defective Goods have been installed by the Customer, VCNZ accepts no liability to provide labour or pay for labour for the removal of the Goods or the installation of any replacement goods; and
      • 10.3.4 VCNZ will not be liable for any damage to the Goods in connection with:
        • (a) Abnormal external influences, including without limitation mechanical abrasions, falling objects, damage during transport, storage or installation, explosion, fire, harmful gases or funds, water, chemicals and foreign substances, power surges, computer virus;
        • (b) Use of the Goods for any purpose other than the purpose for which they are intended or neglect of the Goods; or
        • (c) Modification of the Goods without VCNZ’s prior written approval.
    • 10.4 If VCNZ’s liability is not excluded under these Terms, to the maximum extent permitted by law, VCNZ’s liability is, at VCNZ’s option, limited to and will be completely discharged by, one or more of the following:
      • 10.4.1 The replacement of the Goods or the supply of equivalent goods;
      • 10.4.2 The repair of the Goods;
      • 10.4.3 The payment of the cost of repairing the Goods or of acquiring equivalent goods; or
      • 10.4.4 The payment of the cost of having the Goods repaired.
    • 10.5 Nothing in these Terms is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any law, statue, regulation or bylaw applicable to the sale of goods which cannot be excluded, restricted or modified including, except to the extent permitted, the Consumer Guarantees Act 1993 and the Fair Trading Act 1986.
    • 10.6 Where the Goods are supplied to and acquired by the Customer in trade for the purposes of a business, the Consumer Guarantees Act 1993 does not apply and the parties contract out of the Fair Trading Act 1986 to the maximum extent possible, and the parties agree that it is fair and reasonable that the parties are bound by this clause 10.6.
    • 10.7 Where the Customer sells any Goods to a consumer who is acquiring those goods in trade, the Customer will:
      • 10.7.1 To the extent it is fair and reasonable to do so, agree with the consumer in writing in the terms of sale that the Consumer Guarantees Act 1993 does not apply to that sale; and
      • 10.7.2 The Customer will indemnify VCNZ for any liability arising from the Customer’s default in complying with clause 10.7.1.
  • 11. Personal Guarantee of Company Directors or Trustees
    • 11.1 If the Customer is a company or trust, these Terms apply to its director(s) or trustee(s) (as applicable) in their personal capacity and jointly and severally, in consideration for VCNZ agreeing to supply Goods to the Customer from time to time as a continuing guarantee. The Customer’s director(s) or trustee(s) (as applicable) personally undertake as principal debtors to VCNZ the payment of any and all monies and the performance of all obligations now or in the future owed by the Customer to VCNZ and indemnify VCNZ against non-payment and other breach by the Customer.
  • 12. Privacy
    • 12.1 The Customer authorises VCNZ to collect, retain, use and disclose the Customer’s personal information (as defined in the Privacy Act 1993) to the extent permitted by the Privacy Act 1993 for the purposes of supplying Goods, carrying out credit checks and debt collection (including sharing information with credit providers, credit reporting agencies and debt collection agents), enforcing any rights under these Terms, or providing the Customer with information about Goods VCNZ thinks might be of interest to the Customer.
    • 12.2 If the Customer does not provide information requested by VCNZ, VCNZ may not accept Orders the Customer attempts to place.
    • 12.3 The Customer has the right to access its Personal Information held by VCNZ and to request correction of it if it is incorrect.
  • 13. Force Majeure
    • 13.1 VCNZ shall not be liable in any way for delay or failure to perform its obligations if the cause of the delay or failure is beyond its reasonable control including, without limitation, industrial disputes, strikes, lockouts, accident, breakdown, import or export restrictions, acts of God, or acts or threats of terrorism or war (Force Majeure Event). If a Force Majeure Event occurs, VCNZ may terminate these Terms or any Order by written notice to the Customer.
  • 14. General
    • 14.1 No Waiver: Failure by VCNZ to enforce any of these Terms shall not be deemed to be a waiver of any of the rights or obligations VCNZ has under these Terms.
    • 14.2 Severance: If any provision of these Terms 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.
    • 14.3 Assignment:
      • 14.3.1 VCNZ may assign and/or novate its rights and/or obligations under these Terms and any Order to any third party without the Customer’s consent.
      • 14.3.2 The Customer may not assign its rights and/or obligations under these Terms or any Order to any third party without VCNZ’s consent. A change in control or in the beneficial ownership of the Customer will be deemed to be an assignment.
    • 14.4 Intellectual Property: The supply of Goods does not transfer any rights, title or interest in any of the copyrights, trade marks, patents, designs or any other intellectual property rights in connection with the Goods to the Customer, except as expressly provided otherwise by any licence supplied with any software.
    • 14.5 Entire Agreement: These Terms, the terms of any quotation given by VCNZ, any Invoice and any valid amendments or variations to these Terms constitute the entire agreement between the parties, and replace all earlier negotiations, representations, warranties, understandings and agreements, whether oral or written, between the parties, in relation to the acquisition and supply of Goods contemplated by these Terms.
    • 14.6 Governing Law: These Terms are governed by, and construed in accordance with, the laws of New Zealand. The parties submit to the exclusive jurisdiction of the Courts of New Zealand.