ZGATAR ELECTRONICS LLC
1. Definitions
1.1. "Seller" means Zgatar Electronics LLC and any agent or third party appointed by Zgatar Electronics LLC to perform part or all of its obligations under these terms of trade.
1.2. "Customer" means the customer and any person acting on behalf of and with the authority of the customer.
1.3. "Products" means all products supplied by Zgatar Electronics LLC through the Website and includes all products, goods and services and advice provided by Zgatar Electronics LLC to the Customer and all charges for labor, hire charges, insurance charges, freight costs, or any fee or charge associated with the supply of the Products by Zgatar Electronics LLC to the Customer.
1.4. "Website" means https://www.zgatar.com
1.5. "Privacy Policy" means Zgatar Electronics LLC's privacy policy zgatar.com/content/3-terms-and-conditions-of-use
2. Price
2.1. The price of the Products may be changed if payment for the order to Zgatar Electronics LLC is made more than 2 days after the date of the Proforma Invoice. The Payment Date is taken as the value date of the payment on the Customer's bank statement.
2.2. If the Customer refuses to accept the new price, Zgatar Electronics LLC may cancel the order.
2.3. If Zgatar Electronics LLC cancels an order pursuant to clause 2.2., Zgatar Electronics LLC will promptly refund any amount paid by the Customer for the order.
3. Orders
3.1.Zgatar Electronics LLC provides confirmation electronically that an order has been received and such confirmation shall specify the price and estimated delivery date.
3.2. Zgatar Electronics LLC reserves the right to refuse to confirm an order.
3.3.Zgatar Electronics LLC considers an order confirmed by the Customer when the Customer's payment has been received. Until that date the order's status is unconfirmed. The Products covered by the order will only be reserved once the Customer's payment has been received.
3.4. Zgatar Electronics LLC reserves the right to cancel an order without any explanation. Zgatar Electronics LLC will ensure any amount paid for a cancelled order is refunded promptly.
3.5. The Customer cannot cancel an order once the purchase price has been paid.
4. Payment
4.1. Unless otherwise agreed payment for Products shall be made in full in advance.
4.2. Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment.
4.3. The Customer agrees to make all payments to Zgatar Electronics LLC 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.
4.4. The Customer must not make any payment without a payment reference recording the order number. A payment received without a payment reference recording the order number may be treated by Zgatar Electronics LLC as anonymous payment. The Customer must contact its bank to amend the payment reference on an anonymous payment before Zgatar Electronics LLC will credit the anonymous payment toward payment of the Customer's account.
4.5. Zgatar Electronics LLC reserves the right to refuse to accept any payment for any reason whatsoever including if Zgatar Electronics LLC:
(a) considers that the payment is not in cleared funds, irrevocable, final and/or willingly paid by the Customer for the order; or
(b) the payment cannot be linked to an order made by the Customer due to the absence of the order number on the payment.
4.6. If a payment is not accepted by Zgatar Electronics LLC:
(a) it is the Customer's responsibility to arrange the reversal or refund of the payment and Zgatar Electronics LLC will not be responsible for any delay in processing such refund; and
(b) Zgatar Electronics LLC will not release or deliver the Products to the Customer.
4.7. If the Customer is entitled to a refund, repair compensation, insurance settlement or any other financial settlement ("settlement amount") pursuant to these terms of trade which is under the equivalent value of USD500, instead of paying the settlement amount to the Customer's bank account, Zgatar Electronics LLC will add the settlement amount to the Customer's account with Zgatar Electronics LLC. The Customer can then use the account balance for future orders placed with Zgatar Electronics LLC under the same account.
5. Delivery and risk
5.1. The Products remain at Zgatar Electronics LLC's risk until delivered to the Customer. Delivery is to be made at the place specified by the Customer when the order is made. If the Customer fails or refuses to take or accept delivery then the Products are deemed to have been delivered when Zgatar Electronics LLC was willing to deliver them.
5.2. The delivery address of an order cannot be changed. The delivery address cannot be a PO BOX provided that Zgatar Electronics LLC may accept delivery to a PO BOX if the delivery address is in a country with no or limited street delivery service. An order must not be paid by the Customer if the delivery address is incorrect.
5.3. Delivery of Products shall be deemed complete when Zgatar Electronics LLC gives possession of the Products directly to the Customer or possession of the Products is given to a carrier, courier, or other bailee for purposes of transmission to the Customer.
5.4. If Products are to be delivered to any country other than Kosovo, it is the Customer's obligation to pay taxes and duties on the Products in the country of delivery. If the Customer fails or refuses to pay such taxes and duties or to clear the Products through Customs then the Products are deemed to have been delivered when Zgatar Electronics LLC dispatched the Products.
5.5. Zgatar Electronics LLC reserves the right to deliver the Products in installments and each installment is deemed to be a separate contract under the same terms and conditions of the main contract. If Zgatar Electronics LLC is unable to make delivery, the Customer will not be entitled to repudiate the contract.
5.6. If Product is lost or damaged during delivery Zgatar Electronics LLC will only pay a refund, repair the Product, or supply new Product after receiving compensation from Zgatar Electronics LLC's insurance company. This procedure usually takes two weeks, but can take longer.
5.7. Zgatar Electronics LLC insures the Products against loss or damage during delivery except that delivery to a PO BOX may be not covered by Zgatar Electronics LLC's insurance.
5.8. Any costs for storage, delivery, taxes, duties or any other expenses may be charged to the Customer, if the Customer refuses to:
(a) take or accept delivery at the time specified in the quotation or at any other time that Zgatar Electronics LLC is able to deliver the Products; or
(b) pay local taxes and duties.
5.9.Zgatar Electronics LLC shall not be liable for any costs, damages or losses of any kind whatsoever, including damage to the Products during and after delivery, arising from the actions of Police, customs or other agencies in any country.
5.10. The Customer will check the condition and quantity of the Products delivered and advise the deliverer of any missing or damaged Products immediately on receipt. Zgatar Electronics LLC shall not be liable for any missing or damaged Products unless noted on the delivery receipt. The absence of written notification by the Customer on the delivery receipt shall be deemed to be delivery of the full order in good condition.
6. Guarantee
6.1.Zgatar Electronics LLC guarantees products sold by Zgatar Electronics LLC for 12 months from the date of purchase, in accordance with the manufacturer's guarantee, for faults due to the manufacturing process.
6.2. In the case of a claim the Customer shall provide Zgatar Electronics LLC with a full description of the fault in writing.
6.3. As a precondition to any claim being accepted by Zgatar Electronics LLC the Customer shall provide a written report from a service centre authorised by the manufacturer ("the report") confirming that the fault is a manufacturer's fault. Zgatar Electronics LLC agrees to pay for the report if the report confirms the fault is a manufacturer's fault. If such a report is not provided the fault is deemed not to be a manufacturer's fault and the fault shall be repaired by the Customer. If the report confirms the fault is a manufacturer's fault the Customer shall send the faulty product to a service centre chosen by Zgatar Electronics LLC (usually the same service centre which made the report) for the repair to be carried out.
6.4. Delivery to the service centre is to be at the Customer's risk. Zgatar Electronics LLC shall reimburse the customer for the cost of the delivery. Zgatar Electronics LLC shall return repaired products to the Customer at Zgatar Electronics LLC's expense and risk.
6.5. The Customer should ensure that the IEEE-1394 interface on Products is only connected when all devices that the Product is being connected to are switched off, regardless of what the manufacturer's manual may provide. Zgatar Electronics LLC shall not be responsible for the repair of Products or any direct or indirect loss, damage or costs that the Customer may incur if this requirement is not met.
6.6. Subject to clause 6.5, the Customer should ensure that all Products are used according to their specifications. Zgatar Electronics LLC shall not be liable for the repair of Products, or any direct or indirect loss, damage, costs or expenses that the Customer may incur if Products are not used according to their specifications.
6.7.Zgatar Electronics LLC provides no warranty as to the compatibility of products unless those products were purchased by the Customer from Zgatar Electronics LLC in the same order. Two products will not be incompatible if they both have at least one common interface (signal, mechanical or electrical).
7. Title and security (Personal Property Securities Act 1999)
7.1. Title in any Products supplied by Zgatar Electronics LLC passes to the Customer only when the Customer has made payment in full for all Products provided by Zgatar Electronics LLC and of all other sums due to Zgatar Electronics LLC by the Customer on any account whatsoever. Until all sums due to Zgatar Electronics LLC by the Customer have been paid in full, the Customer grants to Zgatar Electronics LLC a security interest in all Products ("the security interest").
7.2. If the Products are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the Products shall remain with Zgatar Electronics LLC until the Customer has 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 Zgatar Electronics LLC as security for the full satisfaction by the Customer of the full amount owing between Zgatar Electronics LLC and Customer.
7.3. The Customer gives irrevocable authority to Zgatar Electronics LLC to enter any premises occupied by the Customer or on which Products are situated at any reasonable time after default by the Customer or before default if Zgatar Electronics LLC 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. Zgatar Electronics LLC shall not be liable for any costs, damages, expenses or losses incurred by the Customer 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. Zgatar Electronics LLC may either resell any repossessed Products and credit the Customer's 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 the Customer's account with the invoice value thereof less such sum as Zgatar Electronics LLC reasonably determines on account of wear and tear, depreciation, obsolescence, loss of profit and costs.
7.4. Where Products are retained by Zgatar Electronics LLC pursuant to clause 7.1. the Customer waives 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.
8. Payment allocation
8.1.Zgatar Electronics LLC may in its discretion allocate any payment received from the Customer towards any invoice that Zgatar Electronics LLC determines and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated. In the absence of any payment allocation by Zgatar Electronics LLC, payment shall be deemed to be allocated in such manner as preserves the maximum value of Zgatar Electronics LLC's purchase money security interest in the Products.
9. Liability
9.1. The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Zgatar Electronics LLC 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 Zgatar Electronics LLC, Zgatar Electronics LLC's 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.
9.2. Zgatar Electronics LLC shall not be liable for any loss or damage of any kind whatsoever, arising from the supply of Products by Zgatar Electronics LLC to the Customer, including any loss, damage, penalty or fine that the Customer incurs importing Products into any country and consequential loss whether suffered or incurred by the Customer 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 provided by Zgatar Electronics LLC to the Customer or where the Products may have been seized by any customs or border control authority of the country to which the Customer has specified as a delivery address.
9.3. The Customer shall indemnifyZgatar Electronics LLC against all claims, damages, penalties, fines and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Zgatar Electronics LLC or otherwise, brought by any person or authority in connection with any matter, act, omission, or error by Zgatar Electronics LLC its agents or employees in connection with the Products or in relation to the delivery of the Products into any country by the Customer as importer.
9.4. If the Products breach any express warranty given by the Zgatar Electronics LLC the Customer is required to return the Products to the repair centre nominated by Zgatar Electronics LLC for repair. Zgatar Electronics LLC shall not be liable for any costs or expenses that the Customer incurs in sending the Products to any other repair centre.
10. Importer
10.1. Notwithstanding that the Customer shall specify a delivery address for Products that is outside of New Zealand, the parties agree that the sale and purchase of the Products is conducted in New Zealand and from the time of completion the Customer is the owner of the Products and Zgatar Electronics LLC is not importing the Products to any country notwithstanding that the Customer shall specify a country other than New Zealand for the delivery of the Products. Zgatar Electronics LLC is not the importer of the Products and the Customer shall be the actual importer of the Products into the country of delivery.
11. Consumer Guarantees Act
11.1. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Products from Zgatar Electronics LLC for the purposes of a business in terms of sections 2 and 43 of that Act.
12. Collection and use of information
12.1. The Customer acknowledges that it has read, and agrees, to the Privacy Policy.
12.2. The Customer authorizes Zgatar Electronics LLC to collect, retain and use any information about the Customer, for the purpose of assessing the Customer's credit worthiness or enforcing any rights under this contract.
12.3. The Customer authorizes Zgatar Electronics LLC to disclose any information obtained to any person for the purposes set out in clause 12.2.
12.4. Where the Customer is a natural person the authorities under clauses 12.2. and 12.3. are authorities or consents for the purposes of the Privacy Act 1993.
12.5. The Customer agrees to keep any order it places with Zgatar Electronics LLC confidential and not to disclose the existence or details of any order with any third party. The Customer agrees not to use the internet, email or any other mass media to discuss with any third party the existence or details of any order it places with Zgatar Electronics LLC.
12.6. The Customer undertakes and agrees that it will indemnify and hold Zgatar Electronics LLC 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 any breach by the Customer of clause 12.5.
13. General
13.1.Zgatar Electronics LLC shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
13.2. Failure by Zgatar Electronics LLC 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 Zgatar Electronics LLC has under this contract.
13.3. 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.
13.4. The parties agree that the New Zealand courts have exclusive jurisdiction and that the law of New Zealand shall apply to this agreement.
13.5. Zgatar Electronics LLC may appoint an agent or a third party to perform part or all of Zgatar Electronics LLC's obligations under these terms of trade.