Terms and Conditions
Thank you for choosing Juvenate Skincare. By entering into any sales agreement or purchasing communication with us, you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by these Terms and Conditions. These Terms and Conditions will apply to the purchase of the goods detailed in your order (Goods) by the buyer (you) from Juvenate Skincare Limited a company registered with the NZ Companies Office register, under number 5643387.
Our obligation to supply you with Products only commences once we accept an Order from you and have confirmed that acceptance in writing. Our acceptance is conditional on the Terms (including as varied from time to time) applying to every Order you make. This is essential to our willingness to accept an Order and supply Products such that we would not have accepted the Order or supplied Products to you but for your acceptance of these Terms.
We are willing to negotiate the provisions of these Terms with you but no change to any provision of these Terms will be effective unless first expressly agreed to in writing by us.
Juvenate Skincare Ltd manufactures and packs Juvenate products in Nelson with distribution managed from Wellington. You may contact us at any time in relation to any aspect of your transaction or for any relevant information concerning Juvenate by: Email: firstname.lastname@example.org
Telephone: 0800 JUVEN8
TERMS OF TRADE
1. Interpretation and Definition
In these Terms, unless the context otherwise requires:
means an inability to pay debts when due and includes restructuring for the benefit of creditors, an application to place a party into receivership, liquidation, administration, appoint a statutory manager or the commencement of legal action to recover unpaid amounts together with any analogous action against a party or its principals.
Associated Expenses means any expenses to sell, resell, transport, store, deliver, insure and/or otherwise incurred by us to supply Products to you.
Confidential Information means all know-how, financial information, methods, processes, customer lists and contact information, information to which the Privacy Act 2020 might apply, our formulations, ingredients, Training Manual and other commercially valuable or sensitive information in whatever form and any other documents, material or information of whatever description which a Party regards as confidential, proprietary or of a commercially sensitive nature (whether relating to IP or not).
Due Date means in connection with payment of the Fee, the 20th of the month following our acceptance of your order/our invoice (whichever is the earlier) and in connection with any other amount we can levy under these Terms, the date by which payment is demanded or by which you agree to make payment.
Force Majeure Event means a party’s inability to complete an Order or otherwise perform its obligations under these Terms (with the exception of the payment of monies owing at the time of the Force Majeure Event) by any event outside its reasonable control including fire, natural disaster, employment dispute, failure in supply, epidemic, government action, pandemic, change in law, act of war, terror or any other form of civil disobedience.
Guarantor means the person(s) guaranteeing (jointly and severally if more than one) the obligations of a Stockist.
Intellectual Property or IP means all statutory, common law and proprietary rights including copyright works, designs, inventions, formulae, recipes, know-how, patents, procedures, programmes, specifications, technical information, and other intellectual property rights, whether registered or unregistered, whether currently existing or arising in the future, anywhere in the world. Loss means all costs, interest, Associated Expenses, loss of profits, damages or other harm howsoever arising.
Liability Claim means any claim howsoever arising in tort, equity, contract or at law and includes a claim for breach of IP rights, direct, indirect, consequential or other Loss.
Order means a request for us to supply Products.
Fee means the cost of the Products pursuant to an Order.
Product or Products means any skincare or other products or services to be supplied to you from us as set out in the Order.
Site means www.juvenate.co.nz, its links, network or referrals. us, we or our refers to Juvenate Skincare Limited, its successors, assignees and its associated companies, subsidiaries, affiliates, representatives, agents and partners and includes its/their directors, employees, agents, licensees, invitees, contractors and all other persons under its/their control or direction.
Working Day means any day of the week other than Saturday, Sunday and any public holidays observed in the Wellington Region, New Zealand. you or your refers to the Stockist identified in the Order and includes any Guarantor.
1.1 Interpretation: The following rules must be applied unless the context otherwise requires:
2. Supply of Products
- Every Order includes these Terms as if set out in full in the Order;
- Words importing the plural include the singular and vice versa and words importing gender import all genders;
- Where a word or expression is defined or given meaning, another grammatical form has a corresponding meaning;
- Any obligation not to do something will be deemed to include an obligation not to suffer, permit or cause that thing to be done;
- All warranties, representations, indemnities, covenants, agreements and obligations given or entered into by more than one person will be deemed to have been given or entered into jointly and severally;
- No provision shall be construed against us solely because we prepared these Terms or because of the manner in which these Terms are provided to you;
- Headings to clauses are for reference only and are not an aid in interpretation;
- References to currency are to New Zealand currency;
- The word “person” includes any individual, company, corporation, corporation sole, trust, firm, partnership, joint venture, syndicate, the Crown, any central or local government department, authority, association or group, and any other entity, or any other association of persons either corporate or unincorporated;
- All periods of time include the day on which the period commences and also the day on which the period ends;
- Any date which is not a working day, upon or by which anything is due to be done by any Party, will be deemed to be a reference to the next Working Day;
- References to statutory provisions will be construed as references to those provisions as they may be amended or re-enacted or as their application is modified by other provisions from time to time.
- Unless otherwise specified, the terms "includes", "including", "e.g.,", "for example", and other similar terms, are deemed to include the term "without limitation" immediately thereafter.
2.1 We supply only Stockists in the course of trade and do not provide the products to retail customers. You agree that the Products are acquired by you in trade for the purpose of resale to the public.
2.2 Once we have accepted an Order we agree to supply the Products by the date we specify for the Fee set out in the Order to the physical address set out in the Order or to any other location previously agreed in writing. Where no address is specified and you have previously Ordered from us, in the absence of written delivery instructions, we may deliver the Products Ordered to a previous address.
2.3 Delivery can take place at any time of the day. If you do not take delivery of the Products we may, at our discretion and without prejudice to any other rights:
- Store or arrange for the storage for the Products and charge you for all Associated Expenses; and/or
- Make arrangements for the redelivery of the Products and charge you for all Associated Expenses; and/or
- After 10 (ten) Working Days, resell or otherwise dispose of part or all of the Products you ordered and recover from you any loss on sale together with all Associated Expenses less any payment we receive for the Products.
You must inspect the Products upon delivery and inform us within 3 (three) Working Days of delivery of any problems with delivery or the condition of the Products.
2.5 Subject to your compliance with these Terms and at our absolute discretion you may return defective Products at your risk and cost in exchange for repair, replacement or refund.
2.6 We will be under no liability or further obligation in relation to the Products if:
- You fail to notify us of any defect within the above timeframe;
- You make any use of defective Products after giving notice of the defect;
- The defect arose because you did not follow our instructions about the storage, use and maintenance of the Products;
- The defect arose from misuse or alteration of the Products, negligence, wilful damage or any other act by you.
Without limiting any other provisions of this Agreement it is a condition of ordering Products from us that:
- You will pay any Associated Expenses if requested by us in writing associated with an Order;
- You will only use the Products for their intended purpose;
- You are not relying on any opinion or other statement from us regarding the benefits or otherwise of the Product and are instead relying on your own investigations and judgement when deciding to purchase the Products;
- The Products are provided to you on the basis of the limitations and qualifications on use and liability required by the producers or suppliers (including their insurers) of the Products and their ingredients, which limitations and qualifications are expressly incorporated into these Terms for our and their benefit;
- We supply Products EXW (Incoterms 2020) which means our responsibility ends upon dispatch and all risk (including for theft, damage or destruction) in the Products passes to you once dispatched to you;
- We do not guarantee or warrant the availability of the Products advertised on the Site;
- Without limitation the Products may be temporarily or permanently unavailable from time to time;
- Any failure to deliver is a matter between you and the carrier or if we are in any way liable for carriage our liability is limited to the maximum extent possible under Part 5, subpart 1 of the Contract and Commercial Law Act 2017; and
- To the extent permitted by law use of the Product is at your own risk and we are not responsible for any outcomes arising from use of the Product.
If a Product purchased by you becomes temporarily or permanently unavailable after payment has been debited from your account, we will notify you by email and either give you the option to wait until the Product becomes available (if it is going to become available), the option of a credit toward another purchase or to cancel the Product from your order and refund your account in full for that Product.
2.9 Either party can cancel an Order for any reason prior to the Products set out in the Order being dispatched.
3. Fees & Payment
3.1 Unless we agree otherwise in writing, payment in full in cleared funds of the Fee is required before we dispatch an Order.
3.2 In the event we provide credit, payment of the Fee is due by the Due Date.
3.3 In the event any amount payable to us is not paid by a Due Date:
- We may charge you an administration fee of $100.00 each time you do not meet a Due Date
- We may suspend supply of Products to you until payment in full in cleared funds is made;
- We may (without limiting any of our other rights or remedies including for statutory interest) charge you interest at the rate of 15% (fifteen percent) per annum above the Official Cash Rate set by the Reserve Bank of New Zealand (Interest) from time to time, such interest being payable from the Due Date without demand first being made until payment in full in cleared funds is made;
- We may recover all costs of collection on an indemnity basis plus interest on those costs;
- All Payments shall go first to interest, costs then principal.
All Products described in an Order or subsequently purchased from us are Collateral for the purposes of the Personal Property Securities Act 1999:
- You agree that until we have received payment in full in cleared funds for any Collateral provided to you, you give to us at our election, a security interest or a Purchase Money Security Interest in the Collateral;
- You agree to our registration of a Financing Statement on the Personal Property Security Register relating to the Collateral and to the extent required by us, will assist us to do so;
- You agree that we are entitled to take possession of any of the Collateral for which payment has not been made and you grant us a right of entry onto all property under your control for the purpose of removing such Collateral;
- To the extent permitted by law you waive all of your rights under the Personal Property Securities Act 1999 and expressly release us from our obligations to provide information and updates to you regarding any security interest.
The Guarantor unconditionally and in connection with each order of Products:
4. Intellectual Property & Licensing
- a) Guarantees to us the due and punctual payment by you of all monies owing to us by you;
- Guarantees to us your performance of these Terms; and
- Indemnifies us for all Loss arising from any failure by you to perform these Terms including the payment of monies owed to us by you.
You agree that we have all IP for all purposes in all jurisdictions in:
- The Products;
- All Information on the Site;
- JUVENATE howsoever presented and our other trade marks;
- All information provided or associated with the Products including our Training Manual;
- All of our packaging and promotional material (collectively “Material”)
You agree not to challenge or assist others to challenge our IP over the life of that IP (while that IP remains in full force and effect) in the Material.
4.3 You are solely permitted to use the IP for sale of the Products at retail subject to these Terms. You are not granted any other right to use of our IP. You agree not to reverse engineer our Products, formulations or recipes.
4.4 Marie August has moral rights in the Material and asserts those rights.
4.5 You will not alter any of our Products without our prior written agreement. To the extent we do not own any IP in any amended or developed Product by operation of law, you agree to either transfer that IP to us or if it is not capable of transfer, you grant us a perpetual royalty free non-exclusive fully transferable and licensable right to that IP.
4.6 You will not bring us into disrepute. Any breach of these Terms by you which results in damage to our reputation entitles us to compensation for Loss for that damage in addition to any other rights or remedies available to us.
4.7 Where you have made any representations or used any information not approved by us in connection with our Material or you have used Material in a manner not permitted by us, you indemnify us against any Loss or Liability Claim against us.
5. Confidentiality & Privacy
5.1 Where the Parties have access to Confidential Information relating to the other Party, each Party agrees that except as necessary for supplying the Products or performing its obligations under these Terms, not to disclose Confidential Information of the other without limitation of time.
We may in our sole discretion immediately terminate supply by written notice to you for any of the following reasons;
6.2 You may terminate this Agreement on 5 (five) Working Days written notice to us.
- We cease to operate for any reason;
- Your account is terminated;
- An act of Insolvency;
- A Force Majeure Event;
- A material breach of this Agreement where that breach is not capable of correction or corrected within 10 (ten) Working Days written notice of the breach.
6.3 On termination of supply you must pay us:
- All Fees;
- All Associated Expenses;
- Any Costs;
- Less payments you have already made;
- Less any money we receive from selling Products on your behalf (if we in our sole discretion agree to do so).
You must obtain any consents we need to remove Products.
7. Disputes and Remedies
7.1 Other than action by us to recover amounts owing to us (whether disputed or otherwise) and without limiting the provisions of these Terms, in the event of any dispute or disagreement arising out of or in connection with the supply of Products and/or these Terms, the Parties agree the dispute will first be dealt with according to the following process:
7.2 Each Party shall meet its own costs while pursuing the process set out in clause 7.1 above and shall contribute equally to the mediator’s costs.
- Discussion between the Parties, such discussions to take place within three (3) Working Days of the dispute arising;
- In the event initial discussions do not take place within three (3) Working Days of the dispute arising or are not sufficient to resolve the dispute, either Party may submit the dispute to mediation and ask the President of the New Zealand Law Society for the time being to appoint a mediator;
- The parties agree to attend mediation within twenty (20) Working Days of the appointment of the mediator at a mutually acceptable location, time being of the essence.
- If mediation does not occur within twenty (20) Working Days of the appointment of the mediator or is not successful any of the parties may take other action.
7.3 Nothing in this clause shall preclude either Party from seeking urgent relief from a Court.
8. Limitation of liability
8.1 To the extent permitted by law you will not have a Liability Claim against us.
8.2 We do not accept responsibility for any Loss.
8.3 We make no representations in respect of the Products other than those expressly set out in these Terms and in our Material issued by us or on our behalf.
8.4 To the maximum extent permitted by law, warranties implied by customary practice, statute or at law are
8.5 The parties agree:
- that the Products are acquired for the purpose of resale by you and therefore in trade;
- to contract out of the Consumer Guarantees Act 1993 (CGA);
- that the CGA will not apply; and
- that it is fair and reasonable that such provisions are contracted out
Without limiting the foregoing, to the extent that we are exposed to a Liability Claim or Loss, such a Liability Claim and/or Loss shall not exceed the cost of the Products ordered by you in the last two Orders.
8.7 Force Majeure – No party shall be liable for any delay in meeting, or failure to meet, its obligations under these terms due to a Force Majeure Event and the party seeking to rely on this clause has exercised reasonable diligence in seeking to avoid and overcome the Force Majeure Event.
9.1 To the fullest extent permitted by law you will indemnify and hold us harmless from and against all Loss and/or Liability Claims arising out of or in connection with these Terms and/or the supply of Products.
10.1 These Terms record the sole agreement between the Parties relating to the supply of Products and use of our Site. They replace any previous agreements, representations, negotiations, discussions and the like relating to their subject matter.
10.2 No variation or waiver of the Terms shall be effective or binding unless it is recorded in writing and signed by the Parties.
10.3 Any of the provisions of the Terms intended to apply after termination or completion of the supply of Products (including provisions relating to payment, intellectual property, liability and indemnity) pursuant to an Order will continue to apply.
10.4 If any of these Terms are or become invalid, void or unenforceable, then the remaining Terms will remain in full force and effect to the maximum extent permitted by law, subject to any modifications which are necessary in light of the invalid, void or unenforceable provisions to give effect to the extent permitted by law to the intent behind the invalid, void or unenforceable Terms.
10.5 A failure or delay by a Party to exercise any of its rights or remedies under these Terms will not prevent or restrict that Party from exercising that, or any other right or remedy.
10.6 You may not transfer the benefit of these Terms or the supply of Products (including by a change in your effective control) without our prior written permission.
10.7 These Terms and the supply of Products are governed by and to be interpreted and enforced in accordance with the laws of New Zealand. Any action relating to these Terms and the supply of Products must be brought in New Zealand and you irrevocably consent to the jurisdiction of the New Zealand courts located in Wellington New Zealand.
10.8 These Terms may be executed in 2 or more counterpart copies each of which will be deemed an original, and all of which together will constitute one and the same instrument. A party may enter into this Agreement by signing a counterpart copy and sending it to the other parties including by facsimile or email transmission.