Terms and Conditions
STANDARD TERMS AND CONDITIONS
1. TERMS OF SALE
1.1. The company is PANASONIC NEW ZEALAND LIMITED. The company will contract to sell and supply goods on these terms and conditions only. By placing or confirming an order with the company, the buyer (customer), whose name and details appear on the Application to Open Credit Account, is accepting these terms and conditions, and anything to the contrary in the customer’s enquiries, orders or confirmations will not apply.
2. ORDERS IRREVOCABLE
2.1. The customer may not cancel or vary an order once the company has issued an invoice in respect of that order.
3.1. The customer must pay the price indicated on the invoice or other statements issued by the company. All freight, packaging and other relevant costs are charged to the customer’s account as shown on the invoice.
3.2. Payment is due within the credit period agreed in writing by the Company under any credit arrangement.
3.3. If the company at any time deems the credit of the customer to be unsatisfactory, it may immediately terminate any credit arrangement and require the customer to pay the price on delivery of the goods.
3.4. The company may charge interest of 15% per annum on any overdue payment commencing on the due date for payment and calculated at the end of each month until the date of actual payment.
3.5. The customer agrees to pay on demand all costs (including commission and legal fees as between solicitor and own client and any other costs) incurred by the company or the company’s agents relating to the recovery of any amounts payable by the customer to the company.
3.6. All payments by the customer must be made in full and without any deduction or right of set-off or counterclaim. The customer agrees however that all moneys which the company may owe the customer on any account whatsoever may, at the company’s option, be set off against payments due by the customer to the company.
3.7. Unless otherwise stated GST shall be in addition to all prices.
4.1. Delivery is deemed to be made:
a. when the customer or the customer’s agent is given possession of the goods at the company’s warehouse or elsewhere (loading is then at the customer’s risk); or
b. when the goods arrive at the customer’s premises, whichever is the earlier.
4.2. On delivery the goods are at the customer’s sole risk and, with effect from the time of delivery, the customer will have in place all risks insurance to cover both its interest as bailee of the goods and the company’s interest as owner of the goods under clause 5.1.
4.3. The company may choose the carrier and the method of transport, unless otherwise agreed by the company in writing. The company may choose to deliver by instalments and may treat each delivery as a separate contract. Should the company fail to deliver or make effective delivery of one or more instalments this shall not entitle the customer to repudiate this contract.
4.4. If the company believes that the customer may not make any payment when due, then the company may suspend or cancel any delivery of the goods.
4.5. Any delivery date agreed by the company is approximate only, and no delay in delivery will entitle the customer to cancel its order for the goods.
5. RETENTION OF TITLE
5.1. Title to ownership (both legal and equitable) in all goods delivered by the company to the customer does not pass (and the customer is a bailee only in respect of those goods) until payment in full is made for all such goods and other goods supplied by the company to the customer. Until property has passed, the customer will store all goods in such a way that they are clearly identifiable as the property of the company.
5.2. Until the customer has paid the company in full for all goods supplied, the customer may not sell (unless such sale is in the ordinary course of the customer’s business), dispose of or charge the goods and must hold or deal with the goods for and on behalf of the company. However, if the goods are sold, in the ordinary course of the customer’s business, prior to property passing to the customer, the proceeds of that sale must be held by the customer on trust for and on behalf of the company in a separate account.
5.3. Prior to the customer acquiring full property in the goods, the company or the company’s agents may at any time enter upon any land, premises or property where it believes such goods may be, to view and inspect them, and if the customer has not paid for them in lull retake possession of the goods. The customer will indemnify the company on demand in respect of any costs or liabilities incurred by the company in exercising its rights under this clause.
6. PERSONAL PROPERTY SECURITIES ACT 1999
6.1. The customer acknowledges that clause 5 creates a security interest (Security Interest) (as that term is defined in the Personal Property Securities Act 1999 (PPSA)) in the goods. The customer will at the company’s request promptly execute any documents, provide all necessary information and do anything else required by the company to ensure that the Security Interest constitutes a Perfected Security Interest (as that term is defined in the PPSA). The customer waives its right under the PPSA to receive a copy of any Verification Statement (as that term is defined in the PPSA).
7. CONSUMER GUARANTEES ACT 1993 AND EXPRESS WARRANTY FOR BUSINESS USE
7.1. If the customer is acquiring the goods for the purposes of a business, then all of the guarantees and remedies in the Consumer Guarantees Act 1993 are excluded, and the provisions of clauses 7.2 to 7.9 below shall apply.
7.2. The company warrants that all goods are fit for their purpose and of merchantable quality and this warranty remains in force for the period of 1 year immediately following delivery (express warranty). The company may, however, choose to give a specific written warranty, in relation to particular goods, in addition or substitution to the express warranty in this clause, in which case the specific written warranty will apply to those goods not the express warranty.
7.3. No claim may be made by the customer under the express warranty unless:
a. the claim is received by the company within 1 year after delivery or 7 days of the defect complained of becoming apparent, whichever is the earlier;
b. the claim is confirmed in writing; and
c. the company is given a reasonable opportunity to inspect and verify the claim.
7.4. The liability of the company under the express warranty is, in all cases, limited to the amount of the price of the goods in respect of which the warranty is given. The company may perform the express warranty by doing any one of the following at its option:
a. replace the goods, or supply equivalent goods;
b. repair the goods or workmanship (or pay the reasonable costs for repairs); or
c. give a credit for or refund the price.
7.5. The express warranty does not cover:
a. any defect caused or contributed to the customer;
b. any attempt to repair the defective goods made by any person not authorised by the company to make such repairs; or
c. costs for the shipment of defective goods to the place of repair.
7.6. The company excludes all other representations, warranties (whether express or implied) and liabilities whether in contract, tort, under any other legal principle, or otherwise.
7.7. The company will not be liable to the customer, or to any other person, for any loss or damage;
a. caused by any delay in delivery however that delay is caused;
b. arising directly or indirectly from the goods or their use, any services provided by the company, or any breach by the company of any of its obligations under these terms and conditions.
7.8. The company shall not be liable for any consequential, indirect or special damages or loss of any kind of the customer or of any other person.
7.9. If the company is ever liable to the customer, or any other person, and the company cannot rely on the exclusions of representations, warranties or liabilities set out above, then the liability of the company is in all cases limited to the amount of the price of the goods.
8.1. These terms and conditions and the provisions in the Application to Open Credit Account (together the contract) are the full agreement between the company and the customer.
8.2. The rights and benefits conferred upon the company under the contract extend to each company in the Panasonic Group of Companies (being any company which is a subsidiary of the company or any of its subsidiaries).
8.3. The company may, and the customer may not, vary these terms and conditions. To be effective, a variation must be in writing.
8.4. To be effective, any waiver of any or all of these terms and conditions by the company must be in writing.
8.5. The customer may not assign all or any of their rights or obligations under the contract without the prior written consent of the company.
8.6. The company is not bound by any error or omission on any invoice, statement or other document issued by the company.
8.7. In addition to the company’s other rights under the contract, the company may immediately terminate the contract if at any time and for any reason it deems the credit of the customer to be unsatisfactory.
8.8. The contract between the company and the customer is governed by the law of New Zealand.
Revised July 2016
TERMS AND CONDITIONS OF USE
By accessing and/or using the web pages at URL: www.panasonic.co.nz, you accept and agree to abide by the following Terms and Conditions of Use, which together with any other terms or legal notices posted on the Web Site such as our Privacy Statement, govern the relationship between you as user and Panasonic Asia Pacific Pte., Ltd, its parent company, subsidiaries and affiliates ("Panasonic", "we", "us") in relation to this Web Site.
1. LAWS AND REGULATIONS
1.1 Your access and use of the Web Site shall be governed by and construed in accordance with the laws of the Republic of Singapore without reference to its conflicts of law rules and, you agree to submit to the exclusive jurisdiction of the Courts of the Republic of Singapore.
2. COPYRIGHT, TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS
2.1 The trademarks, logos and service marks (collectively, "Marks") as well as content (including but not limited to information, communications, software, images, videos and sounds) (collectively, "Contents") contained on or available on the Web Site belong to Panasonic, its content providers and third party licensors. You should assume that all Marks and Contents on the Web Site are protected by copyright and applicable intellectual property rights unless otherwise noted.
2.2 You must not reproduce, modify, transfer, distribute, republish, download, post or transmit the Marks and Contents in any form or by any means including but not limited to electronic, mechanical photocopying or recording without our prior written permission. You agree that the Marks and Contents contained within or available through the Web Site shall not be used for commercial purposes or distributed commercially. Any unauthorized use of the Marks or Contents may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes. All our rights are expressly reserved.
3. USER CONDUCT
3.1 You are prohibited from posting or transmitting any unlawful, seditious, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offence or give rise to civil liability, or otherwise violate any law. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting such materials.
4.1 The Web Site may provide links to other web sites hosted by third parties ("Linked Sites"). We do not have the obligation to monitor the content on the Linked Sites and have no discretion to alter, update or control the content on the Linked Sites. Our provision of hyperlink to Linked Sites shall not be construed as an endorsement, authorization, sponsorship, or affiliation with respect to such web sites, their owners, or their providers.
5. NO WARRANTIES
5.1 All Contents on the Web Site are provided to you "as is" and "as available" without warranty of any kind either express or implied including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, title, non-infringement, security or accuracy. We specifically disclaim any liability or responsibility for any errors or omissions in the Contents. Neither Panasonic nor any other party involved in creating, producing, or delivering the Web Site is liable for any direct, incidental, consequential, indirect, or punitive damages or losses arising out of your access to, or use of, or inability to use or access, the Web Site.
5.2 Any Content downloaded, uploaded or otherwise obtained through the use of the Web Site is done at your own discretion and risk. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the Web Site or on the Internet generally.
6. LIMITATION OF LIABILITY
6.1 The Content on the Web Site or a Linked Site may include inaccuracies or typographical errors, and we specifically disclaim any liability for such inaccuracies or errors. We do not warrant or represent that the Content on the Web Site is complete or up-to-date and have no obligation to update any Content on the Web Site. We may make improvements or changes to the Web Site and Content at any time without notice. You agree that Panasonic and any of its respective officers, directors, employees, or agents will not be liable, whether in contract, tort, strict liability or otherwise, for any indirect, punitive, special, consequential, incidental or indirect damages (including without limitation loss of profits, cost of procuring substitute service or lost opportunity) arising out of or in connection with the use of the Web Site or a Linked Site, or with the delay or inability to use the Web Site or a Linked Site, even if we are made aware of the possibility of such damages. This limitation on liability includes, but is not limited to, the transmission of any viruses which may infect your equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems such as inability to access your internet service provider, unauthorized access, theft, operator errors, strikes or other labour problems or any force majeure. While we have taken reasonable commercial endeavours to ensure security and maintenance of the Web Site, we cannot and do not guarantee continuous, uninterrupted or secure access to the Web Site.
7. TRANSMISSION OF PERSONAL DATA
7.1 You have read our Privacy Statement which sets out the terms that specifically govern the collection, use, retention and disclosure of your personal data. Accordingly, you have agreed to the terms of our Privacy Statement and given your consent to the collection and transfer of your personal data according to the terms of our Privacy Statement.
8. CONFIDENTIALITY OF USER COMMUNICATION
8.1 Except as required by law and in accordance to our Privacy Statement, any communications or materials that you send to the Web Site by electronic mail, postings or otherwise, including any data, questions, comments, suggestions or the like are and will be treated as non-confidential and non-proprietary. We reserve the right to freely use these transmissions and postings by you for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and posting, without any compensation to you. We shall assume no responsibility and shall not be liable for any unauthorized or unlawful interception or modification of any communication between you and us (whether by electronic mail or otherwise), or for any loss or damage arising thereby (including but not limited to any loss or damage arising out of the unauthorized or fraudulent use of any information contained in or made accessible via such communication).
9.1 If any of these Terms and Conditions of Use is determined to be legally invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms and Conditions of Use shall continue in effect.
9.2 Our failure to insist upon or enforce strict performance of any provision of these Terms and Conditions of Use shall not be construed as a waiver of any provision or right.