Terms and Conditions
Lilies By Blewden and its affiliates provide their services to you subject to the following conditions. If you visit or shop at Lilies By Blewden, you accept these conditions. Please read them carefully. In addition, when you use any current or future Lilies By Blewden service or visit or purchase from any business affiliated with Lilies By Blewden, whether or not included in the Lilies By Blewden Web site, you also will be subject to the guidelines and conditions applicable to such service or business.
When you visit Lilies By Blewden or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Lilies By Blewden or its content suppliers and protected by international copyright laws. The compilation of all content on this site is the exclusive property of Lilies By Blewden and protected by international copyright laws. All software used on this site is the property of Lilies By Blewden or its software suppliers and protected by international copyright laws.
LICENSE AND SITE ACCESS
Lilies By Blewden grants you a limited license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Lilies By Blewden. This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Lilies By Blewden. You may not frame or utilise framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Lilies By Blewden and our affiliates without express written consent. You may not use any meta tags or any other "hidden text" utilizing Lilies By Blewden's name or trademarks without the express written consent of Lilies By Blewden. Any unauthorised use terminates the permission or license granted by Lilies By Blewden. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Lilies By Blewden so long as the link does not portray Lilies By Blewden, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Lilies By Blewden logo or other proprietary graphic or trademark as part of the link without express written permission.
ACCOUNTS Trade customers must have a current credit account and direct debit authority established with Lilies by Blewden before any orders will be despatched.
Unless otherwise arranged, all accounts are on 14 day terms and are paid by Direct Debit.
All prices quoted on this site are quoted in New Zealand dollars and are exclusive of GST and Freight. Freight charges will be dependant on where you are located and the weight of your order. Freight and GST will be charged seperately on your invoice.
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Lilies By Blewden does sell products for children, but it sells them to adults, who can purchase with a credit card. If you are under 18, you may use Lilies By Blewden only with involvement of a parent or guardian. Lilies By Blewden and its affiliates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.
REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT
Visitors may post reviews, comments, and other content; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of content. Lilies By Blewden reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content. If you do post content or submit material, and unless we indicate otherwise, you grant Lilies By Blewden and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Lilies By Blewden and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Lilies By Blewden or its affiliates for all claims resulting from content you supply. Lilies By Blewden has the right but not the obligation to monitor and edit or remove any activity or content. Lilies By Blewden takes no responsibility and assumes no liability for any content posted by you or any third party.
Lilies By Blewden and its affiliates respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, email us with your complaint.
RISK OF LOSS
All items purchased from Lilies By Blewden are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.
Lilies By Blewden and its affiliates attempt to be as accurate as possible. However, Lilies By Blewden does not warrant that product descriptions or other content of this site is accurate, complete, reliable, current, or error-free. If a product offered by Lilies By Blewden itself is not as described, your sole remedy is to return it in unused condition.
Parties other than Lilies By Blewden and its subsidiaries sell product lines on this site. In addition, we provide may links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their web sites. Lilies By Blewden does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THIS SITE IS PROVIDED BY LILIES BY BLEWDEN ON AN "AS IS" AND "AS AVAILABLE" BASIS. LILIES BY BLEWDEN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, LILIES BY BLEWDEN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LILIES BY BLEWDEN DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM LILIES BY BLEWDEN ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LILIES BY BLEWDEN WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
By visiting Lilies By Blewden, you agree that the laws of New Zealand, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and Lilies By Blewden or its affiliates.
Any dispute relating in any way to your visit to Lilies By Blewden or to products you purchase through Lilies By Blewden shall be submitted to confidential arbitration in New Zealand, except that, to the extent you have in any manner violated or threatened to violate Lilies By Blewden's intellectual property rights, Lilies By Blewden may seek injunctive or other appropriate relief in any court in New Zealand, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of an independent arbitrator. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
SITE POLICIES, MODIFICATION, AND SEVERABILITY
Please review our other policies, posted on this site. These policies also govern your visit to Lilies By Blewden. We reserve the right to make changes to our site, policies, and these Conditions of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
LILIES BY BLEWDEN LTD
TERMS OF TRADE FOR SALES OF PERISHABLE GOODS
1. Terms of Contract
These terms of contract between LILIES BY BLEWDEN LTD (the "Company") and the Buyer shall apply to all orders for flowers, plants, and other perishable horticulture products ("Goods") accepted by the Company from the Buyer.
In the case of any interpretation, conflict, or dispute, these terms and conditions shall prevail and take precedent over any document or oral message from the Buyer. Where the Company fails to enforce any term of condition under this contract the Company will not be deemed to have waived these rights with respect to any term or condition or right.
2. Acceptance of Orders
2.1 The description given of the Goods in any estimate or written or published form or quotation will be a description by Variety Name, and grade of the Goods as EXPORT GRADE, FIRST GRADE OR SECOND GRADE. The Buyer shall accept that only EXPORT AND FIRST GRADE category Goods are warranted by the Company.
2.2 The description of the Goods is by way of identification only to assist the Buyer and the use of such information shall not constitute an offer by the Company to the Buyer or sale by description and binding on the Company.
2.3 The Buyer shall agree that the description of the Goods and any sample or batch sampling or other acceptance procedure nominated by the Company shall be representative of the Goods as to merchandisable quality and the
Buyer further agrees not to make any claim against the Company that Goods do not meet the Buyer's requirements with regard to the completion of the order.
2.4 The Buyer shall make an offer to the Company based upon the description by variety name and grade of the Goods and listed price and will be declared as a sale by description and binding on the Company only upon acceptance of the order by the Company. The Company may change or withdraw any description or price or any other consideration before the Company accepts an offer from the Buyer. Acceptance by the Company shall be by a Tax Invoice arranged by the Company.
2.5 No order accepted by the Company shall be cancelled without the consent of the Company and in such cases the Buyer will be liable to pay the Company for all costs and expenses incurred by the Company in fulfilling the order to the date of cancellation; and if the Goods cannot be cancelled from the supplier or re-sold by the Company, the Buyer will be held liable for the cost of the Goods in total.
3.1 The Company shall publish a price list on a regular basis. The price shall exclude Goods and Services Tax and the cost of delivery and insurance and any other industry fees or levies.
4.1 Payment shall be cash with order or by direct debit unless otherwise arranged. Any customer paying by cheque or Direct Credit prior to 1st November 2006 may continue paying in this manner. Payment is to be in full without deduction or setoff according to the terms set out in the invoice. Should such a customer regularly exceed the Terms and Conditions as set out in this agreement, the Company reserves the right to require such a customer to pay by Direct Debit or have this agreement terminated
4.2 If payment is not made in full by due date, the Company is entitled to charge the Buyer interest on the unpaid overdue balance at the rate of .5% per week and cumulative per week calculated from the due date of payment down to the actual date of payment, and the Company may at its option suspend further sales under this contract or any other contract between the Company and the Buyer until the overdue amount is paid in full.
4.3 If at any time the Company reasonably deems the credit of the Buyer to be unsatisfactory, it may require a deposit against future orders and/or suspend performance of its obligations under this contract or any other contract between the Company and the Buyer until security is provided to the satisfaction of the Company and the Company may further require the Buyer to pay all costs incurred as a result of suspension and recommencement of the supply of Goods including legal and debt collection costs.
4.4 LBB will charge and the Buyer will pay to LBB all costs, industry levies, charges, and other fees plus GST thereon that may apply to product purchase.
4.5 Where a Direct Debit is dishonored due to the Buyer having insufficient funds, the Company may at its discretion charge a re-present fee to cover the costs of re-presenting the Direct Debit.
4.6 No Buyer may cancel their Direct Debit Authority without the permission of the Company if there is money owing by the Buyer to the Company.
5. Delivery and Risk
5.1 The Company shall make the Goods available at its site and the uplifting of the Goods by the Buyer or the delivery of the Goods to a courier on behalf of the Buyer shall constitute delivery. The Company has the right to charge the Buyer for costs of transport to the Buyers premises and if the Goods have perished or deteriorated between the time of collection and the time of delivery to charge the Buyer for the full cost of the Goods.
5.2 Risk in the Goods shall pass to the Buyer upon purchase of the Goods by the Buyer and regardless that the Goods may still be at the premises of the Company and before the Buyer uplifts the Goods, or the Goods may be in the care of a courier on behalf of the Buyer and the Company will not be responsible for any loss or damage or deterioration to the Buyer's Goods or for any part of the Goods that may be missing arising in any way from delays in delivery.
6. Warranty and Guarantees
6.1 The Company warrants that it will supply the Goods as the description defined in the grading method and the Buyer agrees that the Buyer will be solely responsible for the fitness of the Goods and for merchandisable quality for the purposes intended by the Buyer and the Buyer further agrees that it will not hold the Company liable in any manner for any mistake or negligence by the Buyer in this regard.
6.2 The Company will at its option replace, or credit Goods that are damaged or defective that are graded as EXPORT OR FIRST GRADE Goods
(a) the Buyer notifies the Company within 24 hours of purchasing the Goods that the Goods are damaged or defective via the Company Claims form: and
(b) the Company is given reasonable opportunity to investigate the claim
(c) the Buyer returns the Goods to the Company within 24 hours if the Company requests.
6.3 The Buyer shall agree that Goods sold as SECOND GRADE are sold without warranty and on a nonrefundable and non-replacement basis.
6.4 The Company shall not be liable for any loss of profits or any consequential, indirect or special loss, damage or injury of any kind whatsoever suffered by the Purchaser or any other person arising directly or indirectly from any breach of any of the Company's obligations arising under or in connection with the contract including delays in the delivery of Goods or from any cancellation of the contract or from negligence, misrepresentation or other act or omission on the part of the Company, its servants, agents or contractors.
6.5 The Company shall not be liable for any breach or failure to perform any of its obligations under this contract where such breach or failure is caused by war, bad weather, adverse environmental conditions, civil commotion, hostilities, strike or lock-out, act of God, fire, governmental regulations or directions, or reasons force majeure caused beyond the Company's reasonable control. The occurrence of such an event shall not give the Buyer a right of cancellation of any contract.
6.6 Notwithstanding anything herein before contained in this section 6 or contained elsewhere in the contract the liability of the Company in respect of all claims for loss, damage or injury arising from breach of any of the Company's obligations arising under or in connection with the contract, from any cancellation of this contract or from any negligence, misrepresentation or other act or omission on the part of the Company, its servants, agents or contractors shall be linked at the Company's option, to replacement of the Goods or the price of the Goods for EXPORT OR FIRST Grade goods only.
7. Grounds for Termination by the Company
7.1 This Agreement may be terminated by the Company immediately on written notice to the Buyer, if an Event of Default of payments due to the Company by the Buyer occurs, and default shall also mean if the Buyer:
(a) Fails to comply with any warrant conditions of the Goods issued by the Company.
(b) Shall commit any act of bankruptcy, or enter into any composition or arrangement with creditors.
(c) Where the Buyer is a Company do any act which would render it liable to be liquidated or if a resolution is passed or proceedings commenced for the liquidation of the Company or if a Receiver is appointed in respect of all or any assets of the Company.
7.2 No release from obligations. Terminations of this agreement shall not relieve the Buyer of its obligations to pay all money owed by it to the Company on any account whatsoever, including interest on overdue amounts which money shall be payable immediately notwithstanding that the date for payment of the money may not have arrived.
7.3 Termination of this agreement shall not relieve the Buyer from liability arising from any antecedent breach of the terms of this agreement.
7.4 Immediate Steps Upon Termination. Upon the termination of this agreement for any reason, all rights of the Buyer granted by this agreement shall terminate and the Buyer will not be entitled to receive any rebate or refund of the whole or any part of the money paid pursuant to this agreement.
7.5 All costs of collection of money owing will be passed on to the Buyer
8. Consumer Guarantees Act 1993
8.1 Nothing in these terms is intended to have the affect of contracting out of the provisions of the Consumer Guarantees Act 1993 except to the extent permitted by that Act where the Buyer acquires the Goods in a business to business situation and all provisions of these terms shall be read as modified to the extent necessary to give effect to that intention.
8.2 The Buyer shall not, give or make any undertaking, assertion or representation in relation to the Goods including the grading of the Goods to any other person or company without the prior approval in writing of the Company, and the Buyer shall indemnify the Company against any liability or cost incurred by the Company as a result of any breach by the Buyer of this provision.
9. Applicable Law, Dispute and Arbitration
In the event of any dispute between the Company and the Buyer arising out of this Agreement, the substantive laws of New Zealand shall apply and such dispute shall be referred to an arbitrator who has experience in the perishable goods market to be agreed between the parties and upon failure to reach agreement arbitration be conducted in accordance with the New Zealand Arbitration Act 1996 and any amendments thereof.
10 The Privacy Act 1993
10.1 The Buyer acknowledges that:
10.1.1Personal information collected or held by the Company (whether contained in this document or otherwise obtained) is provided and may be held, used and disclosed for the following purposes:
10.1.1.1 Administering, whether directly or indirectly, the Company's contracts and enforcing the Company's rights thereunder;
10.1.1.2 Marketing goods and services provided by the Company;
10.1.1.3 Ascertaining at any time the Customer's creditworthiness and obtaining at any time credit reports, character references or credit statements:
10.1.1.4 Enabling the Company to notify any credit agency of any application for credit or default on any obligation of the Customer to the Company enabling the Company to provide such personal information to any credit agency so such credit agency can maintain effective accounting records;
10.1.1.5 Enabling the Customer to communicate with the Company for any purpose;
10.1.1.6 Such personal information is collected by and will be held by the Company whose address is,
54 Pukerimu Lane, RD 3 Cambridge, 3495, New Zealand.
10.2The Customer has the right under the Privacy Act 1993 to obtain access to and to request correction of any personal information concerning it held by the Company.
10.3 The Customer authorises the Company to obtain at any time from any person or entity, any information the Company may require to process and/or accept any application for credit the Customer may make to the Company or to perform or complete any of the other purposes for which the Customer has provided personal information to the Company. The Customer authorises any such person to release to the Company any personal information that person holds concerning the Customer.
10.4 For the purposes of the preceding clauses the term "the Company" includes any financier or discounter of the Company's contract with the customer or any related company of the Company. The term "related company" has the meaning given it by the Companies Act 1993 or replacement legislation.
11. Personal Guarantee: (Customers who held a credit account with the Company prior to 1st November 2006 are exempt from providing a personal guarantee, provided their accounts were within the Companies terms of trade at 1st November 2006)
I/We personally guarantee the payment to the Company on demand of all sums of money owed by the Customer to the Company pursuant to the credit facility and also liquidated damages and expenses and legal costs incurred by the Company in relation to the credit facility.
I/We as Guarantor acknowledge that I am/We are principal debtors and accordingly the Company may proceed against me/us for recovery of monies whether or not it has first proceeded against the Customer. If there is more than one person comprising the Guarantor then we acknowledge that we guarantee jointly and severally the obligations of the Customer to you.
I/We acknowledge that no indulgence, granting of time, waiver or forbearance to sue or any other concession relieves me/us from liability herein.
The Customer and the Guarantor each hereby authorize the Company to make whatever credit reference enquiries it considers justified from my/our financial and other sources and to provide credit references relating to the Customer and/or the Guarantor if/when requested by the Company of third parties.