Terms & conditions

You agree that these Terms and Conditions will apply to:

• Your access to and use of the Website; and
• All goods we supply to you (whether through direct or on-line orders).

1. Definitions

In these Terms and Conditions, the following terms have the following meanings (unless the context requires otherwise):

1. “Account” means the account (whether credit or on-line) you open with us for the purchase of goods.
2. “Buyer” or “you” means you (the user – our customer) and includes, where relevant any other person ordering goods via your Account.
3. “Us” or “we” means FarmSense Limited and includes our successors and assigns and “our” will have a corresponding meaning.
4. “GST” means goods and services tax chargeable in accordance with the Goods and Services Tax Act 1985.
5. “goods” means any goods advertised for sale from time to time on the Website together with any other goods which we may agree to supply you in accordance with these Terms and Conditions.
6. “Website” means the website www.farmsense.nz which we own and operate and includes any amendments and updates which we make to that website from time to time.
7. “order” means an order made by you for the supply of goods by us.
8. “RMA procedures” means the return merchandise authority procedures set out in clause 13 of these Terms and Conditions.
9. “shipment” means dispatch of the goods by us to the delivery address specified by you for those goods.
10. “writing” includes e-mail or other electronic communication in readable form by people.

2.Use of the website

1. When accessing or using the Website, you agree:
   • You will not access or use the Website for any illegal purpose.
   • You will not interfere with the use and enjoyment of the Website by any other person or damage the operation of the Website or the electronic systems of any other person who accesses or uses the Website.
   • You will not link to the Website without the prior written consent of FarmSense.
   • If you open an online Account with us, 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.
   • We will use reasonable endeavours to prevent unauthorised access to and use of the Website and ensure security of online payments. However, we shall not be liable for any loss, cost or damage you may suffer or incur as the result of any unauthorised access to the Website or our online payment systems.
   • We use cookies to assist your use of this site. Cookies are pieces of data the Website sends to your browser when you access it. They help us to administer the website and learn about how you use it. Although cookies collect information about you, it is not personal information and you cannot be personally identified by it. You are free to disable cookies on your web browser if you choose to. 
2. All content included in or made available through the Website, including without limitation, text, graphics, logos, button icons, and images is our property or the property of our suppliers. You must not copy, reproduce, alter, modify, transmit, link to or otherwise distribute any information contained on the Website without our prior written consent.
3. We have not reviewed every site that is linked to the Website and we are not responsible for the content of any off-site pages or any other sites linked to the Website. 
4. Changes or updates to the content of the Website including these Terms and Conditions may occur at any time without notice. We encourage you to visit the Website regularly to acquaint yourself with the most current information.

3.Orders

1. All orders must be made to us in writing and must be made either online via the Website or by contacting us directly.
2. We will endeavour to fulfil the orders placed by you for goods. However, we are not obliged to accept any order. We may cancel any order if:
   • We are not able to obtain the goods from our suppliers and manufacturers within a reasonable time; or
   • You are in breach (or we believe you are in breach) of any provision under these Terms and Conditions.
   • We will notify you of any such cancellation.

3. Each order made by you constitutes a legal offer to purchase the goods described in that order. We will advise you if we anticipate any unreasonable delay in delivery of the goods you have ordered, such as where we do not currently hold those goods in stock. Regardless of any other communication between you and us in relation to your order, the time of acceptance of your order shall be (unless notified otherwise):
   • Where we have those goods in stock, the time of shipment of those goods by us; or
   • Where we do not currently hold the goods in stock and must order them on your behalf from the relevant supplier or manufacturer, at the time we advise you that we have placed the order with the relevant manufacturer or supplier.
   • We will notify you of any such cancellation.

4. You may vary or cancel an order by notice to us in writing at any time prior to our acceptance of that order. After we accept your order, you may only vary or cancel it if we agree to that cancellation or variation in writing.
5. If we agree to accept cancellation or variation of your order, we may charge you a handling fee of up to 10% of the price of the goods ordered.
6. Any term or condition contained in your order which is inconsistent with, purports to qualify, or is contrary to these Terms and Conditions has no effect unless agreed to in writing by us

4.Price

1. For each order made by you the amount owing by you will be:
   • The price of the goods plus GST; and
   • Any relevant taxes, freight and packing charge(s),
   • in each case, as listed on the Website or otherwise advised to you by us at the time your order is placed.

2. If we do not have the goods in stock at the time your order is made and the cost to us of acquiring the goods increases for whatever reason, we may notify you that we intend to increase the price payable by you for the goods. You may proceed with the order at the increased price or cancel the order by providing us with written notice.
3. GST will be added to all amounts charged by us unless otherwise stated.
4. All prices are in New Zealand dollars.
5. All prices and freight, packing and insurance charges are subject to alteration without notice to you, but any alteration will not affect orders already accepted by us unless clause 4.2 applies.

5.Payment

1. Unless we have agreed to alternative arrangements with you or clause 6 of these Terms and Conditions applies, you must pay for the goods ordered and any relevant taxes, freight, packing, and insurance charges prior to shipment.

6.Credit account terms and conditions

1. If we agree to extend credit to you, the following conditions will apply:
   • We will invoice you for the purchase price of goods ordered together with any applicable taxes, freight, packing, and insurance charges (the “amount owing”) at the time of shipment.
   • You will pay us in full for the amount owing for goods ordered by the 20th of the month following the date of the invoice.
   • If you do not make payment on the due date, we may:
     • Charge interest at 2% per month (calculated daily) on any overdue payment for the period from when payment is due until payment (together with interest) is made; and
     • Engage a debt collection agency or lawyer to recover payment from you. You will be liable for any costs and expenses (including legal costs on a lawyer/own client basis) incurred by us in obtaining any overdue payment; and
     • Stop delivery of the goods or further goods or refuse to supply further goods while any overdue payment remains unpaid.
   • You are not entitled to withhold payment, or make any deductions from the amount owing, or set-off any other amount owed by us to you whether by equitable set-off or otherwise, without our prior written consent.
   • We may cancel your credit account at any time in our absolute discretion. We will notify you of any such cancellation. In the event that we cancel your credit account, any invoices provided by us and remaining unpaid by you will immediately become due and payable by you.
2. Payment may be made using any of the following methods:
   • Cash; or 
   • Bank cheque; or
   • Credit card via PayPal. Any payments by credit card exceeding $5,000 (excl. GST) will incur an additional fee of 2% of the amount payable for the goods; orDirect credit to our nominated bank account. However, transmission of payment into that account will not constitute payment and you remain liable for the full amount payable until our bank acknowledges to us that the payment has been cleared.

7.Delivery

1. We will deliver the goods ordered to the location specified in the relevant order.
2. We may advise you of an estimated date of delivery of the goods. We will use reasonable endeavours to deliver the goods on or before the estimated delivery date. However time of delivery will not be of the essence and we will have no liability to you if there is a delay.
3. We may deliver the goods ordered in instalments.
4. You must inspect the goods within the following timeframes after delivery by the carrier to the delivery address:
   • Immediately upon delivery of the goods, you must ensure that the consignment contains all the goods ordered and there is no visible damage to the outer packaging. You must notify the carrier immediately if there is a shortfall in the consignment or there is visible damage to the outer packaging.
   • Within 7 days after delivery of the goods, for damage to the goods.
5. You must notify us within 7 days after delivery of any shortfall or damage to the goods. You must give us the opportunity to investigate the claim. If you do not notify us within that time, you will be deemed to have accepted that the goods comply with your order and are undamaged. We will then be under no liability to you if the goods do not actually comply with your order or are damaged.
6. In respect of any shortfall, our liability to you is limited to, at our option, making up that shortfall or refunding you the purchase price of the goods that fell short.
7. In respect of any damage to the goods our liability to you is limited to, at our option, replacing the goods, repairing the goods, or refunding you the purchase price of the damaged goods.

8.Return of Goods 

1. Goods which comply with your order may not be returned without our approval.
2. You must submit your request to return goods to us within 7 days after the date of delivery quoting the relevant invoice number.
3. If we agree that you may return the goods, the following provisions will apply:
   • You must comply with our RMA procedures;
   • We may, at our option, provide you with a credit or refund the purchase price of the goods returned;
   • You must deliver the goods to our premises at your cost in the original condition and original packaging; and
   • We may, in our absolute discretion, deduct a restocking fee of up to 25% of the purchase price of the goods returned. 

9.Warranties and Repairs

1. The “Warranty Period” referred to in this clause is 12 months after the date you purchase the goods.
2. During the Warranty Period, we warrant (in addition to any rights you may have under the Consumer Guarantees Act 1993) that on the date of delivery, the goods are free from defects in materials or workmanship (the “Warranty”).
3. The Warranty is solely for the benefit of the original purchaser of the goods.
4. If you wish to make a claim for breach of Warranty (a “Warranty claim”) you must notify us of the claim within the Warranty Period (time being of the essence). You may be required to provide evidence of your proof of purchase. You will also need to comply with our RMA procedures.
5. To the extent permitted by law and subject to any rights you may have under the Consumer Guarantees Act 1993, our liability to you in relation to any Warranty claim is limited to (at our option):
   • Replacement of the goods;
   • Repair of the goods; or
   • Refund of the purchase price in respect of the goods.
   • If we agree to your Warranty claim, you must return the goods to us for repair, replacement or refund (as determined by us). We will pay for the return of any repaired or replaced goods to you.
6. The Warranty described in this clause 9 does not cover damage:
   • From misuse, accident, improper use, failure to maintain or repair or improper maintenance, repair or installation, or any modification, adjustment or other tampering by you or any other person, whether deliberate or otherwise; or
   • Caused by electrical power surges, lightning storms or other acts of God. 

10.Disclaimers and Liability

1. Subject to clause 11.1 or as otherwise expressly set out in these Terms and Conditions, all representations, conditions and warranties (express or implied) applying between us, whether under any legislation or otherwise are excluded.
2. To the extent permitted by law and subject to any rights you may have under the Consumer Guarantees Act 1993:
   • Our liability to you or any other person claiming through you whether under any legislation, in contract, in tort (including negligence), in equity, or otherwise for any claim, damages, loss, cost or expense that you incur as a result of:
     • Your use or access to the Website – is limited to $1,000 for any event or series of related events and $3,000 for all events occurring in any consecutive 12 month period;
     • The supply of any goods – either (at our discretion):
       • The cost of repair or replacement of the goods; or
       • The amount paid on account of the purchase price in respect of the relevant delivery of goods.
   • We shall not be liable to you for any loss of profits or any consequential, indirect or special damage, loss, liability or injury of any kind howsoever arising including, without limitation, loss of business opportunity or any special or punitive damages) suffered by you or any other person. This exclusion of our liability applies to all claims including (without limitation) claims under our agreements with you or in negligence.

11.Consumer Guarantees Act 1993

1. Purchases made for personal use: If the goods you order from us are purchased for your own personal use and not for any business purpose then you may have the protection of guarantees provided under the Consumer Guarantees Act 1993. We will honour our obligations under the Act if you discover that the goods:
   • Are or become faulty through no fault of your own;
   • Are not fit for their usual purpose or a purpose that you specifically made known to us prior to sale;
   • Do not match the description of the goods that we gave you;
   • Have defects that we did not make you aware of or which were not obvious at the time you bought the goods.
2. Purchases made for business use: If you purchase, or hold yourself out as purchasing, the goods you order from us for the purpose of a business then:
   • For the purposes of section 43(2) of the Consumer Guarantees Act 1993, you agree that the provisions of that Act will not apply to any contract between you and us in relation to the supply of those goods by us; and
   • Are not fit for their usual purpose or a purpose that you specifically made known to us prior to sale;
   • You acknowledge that you have made your own assessment of the suitability and fitness of the goods for each purpose and use to which you will put the goods. You have relied on your own skill and judgement in making that assessment.
3. Resupply of goods in trade: If you resupply in trade to any other person (“your customer”) any goods that you have purchased from us and your customer acquires or holds themselves out as acquiring those goods for the purposes of a business, then you:
   • Must include a term in the contract with your customer that the goods are being acquired for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply in respect of those goods and you must ensure that your customer agrees to that in writing;
   • Must not make any representation in relation to the performance, quality or application of the goods without our prior written approval;
   • Indemnify us against any liability or cost incurred by us under the Consumer Guarantees Act 1993 as a result of any breach by you of these Terms and Conditions; and
   • Will provide us with evidence of you compliance with this clause 11.3 if we ask you too.

12.Return Merchandise Authorisation Procedure

1. If you want to return any goods to us at any time (whether for repair, replacement or refund under these terms and Conditions) you must comply with our return merchandise authorisation (RMA) procedures
2. You must first contact us by email, providing:
   • A description of the goods
   • The serial number of the goods; and
   • A full description of the fault, defect or other reason for return.
3. We will contact you on receipt of your email to discuss the issues raised. You must provide full and accurate information to allow us to assess the nature of the defect or problem. If we agree that the goods may be returned we will issue you with an RMA number. All correspondence in relation to return of the goods must include reference to this RMA number.
4. On receipt of an RMA number you must, as soon as reasonably practicable, return the goods to us in their original packaging together with:
   • A fully completed RMA request form, which may be downloaded from the Website; and
   • The relevant RMA number.
5. If goods are inside their Warranty period, we will pay for the costs associated with:
   • Repair/replacement of the goods; and
   • The cost of shipment of the replacement/repaired goods to you.
6. Subject to any liability we may have at law, if the goods are outside the Warranty period you are responsible for all costs (including parts and labour) associated with return, repair or replacement of the goods unless we agree otherwise in writing.

13.Property and Risk

1. Risk in the goods (including responsibility for insurance) shall pass to you on delivery of the goods to the address specified in the relevant order.
2. Property (ownership) of the goods will not pass to you until all amounts owing in relation to the supply of those goods have been paid in full.

14.Security interest in the goods 

1. We retain a security interest in the goods and their proceeds until you make full payment for the goods and all other goods we have supplied to you. Until then (despite any other provision in these Terms and Conditions):
   • We have a security interest in the goods and their proceeds; and
   • You must store the goods at your premises specified in this document in such a way that they are clearly identified as our collateral; and
   • If the goods are processed or commingled into any other property we will have a security interest (as defined in the Personal Property Securities Act 1999 (the “PPSA”) in the processed and commingled goods (and their proceeds); and
   • You may sell the goods but only in the ordinary course of business to your customers. You must identify and separately account for the proceeds of sale.
2. If you breach these terms of sale, we may, without prejudice to any other rights or remedies we may have, immediately repossess the goods and dispose of them in any way we see fit, stop further deliveries to you, or cancel any contract with you.
3. For the purposes of repossessing the goods, you hereby give consent that we or our representatives may enter your premises without notice and remove the goods without being in any way liable to you or any person claiming through you. If the goods are attached to or are incorporated in any other property, we or our representatives may disconnect or sever the goods in any way to remove them. If any of this happens neither we nor our representatives will be liable to you or any person claiming through you.
4. You acknowledge that this is a security agreement and that we may register a financing statement in respect of this agreement.
5. You must immediately, on request by us, sign all things and do all other things to ensure we obtain a first ranking security interest in the goods and other collateral under this agreement (including, without limitation, procuring the consent of any other secured creditor who will hold or holds security over the goods or other collateral).
6. You waive your right to do any of the following:
   • Receive notice of our intention to sell collateral under section 114(1)(a) of the PPSA;
   • Receive a statement of account under section 116 of the PPSA;
   • Receive notice of any proposal of we make to retain collateral under section 120(2) of the PPSA;
   • Object to our proposal to retain any personal property under section 121 of the PPSA;
   • Not have the goods damaged or other collateral when the Supplier removes an accession under section 125 of the PPSA;
   • Not be reimbursed for damage caused when the Supplier removes an accession under section 126 of the PPSA;
   • Refuse permission to remove an accession under section 127 of the PPSA;
   • Receive notice of the removal of an accession under section 129 of the PPSA;
   • Apply to the Court for an order concerning the removal of an accession under section 131 of the PPSA;
   • Reinstate the contract under section 133 of the PPSA;
   • Receive a copy of the verification statement confirming registration of a financing statement or a financing charge statement relating to the security interest created by this agreement.
7. You acknowledge that if you acquire the goods for business purposes the Credit (Repossession) Act 1997 will not apply.

15.Errors or Misdescriptions

1. Errors or misdescriptions (in computation or otherwise) in any advertising, quotation, statement or invoice may be corrected at any time by us.

16.Compliance

1. You must obtain any necessary permits and comply with all relevant laws in relation to the installation and operation of the goods.

17.No Assignment

1. You may not assign any of your rights under your agreement with us to any other person without our prior written consent.

18.Waiver

1. These terms are incapable of being waived or modified by word of mouth or conduct. All modifications and waivers must be agreed to in writing by us. Any modifications or waivers only operate in respect of a single order unless otherwise agreed to in writing by us.

19.Variation

1. We may vary these Terms and Conditions from time to time. The varied Terms and Conditions will be posted on the Website. You agree that the varied Terms and Conditions will apply to all new orders you may make after they are posted on the Website.

20.Agency

1. You may not hold yourself out as being our agent.

21.Force Majeure

1. We are not liable to you for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the goods, or failure to perform any term of this agreement where the delay or failure is caused directly or indirectly by an act of God, fire, armed conflict, labour dispute, civil commotion, intervention of a government, inability or hindrance in obtaining labour, materials or facilities, accidents, interruptions of, or delay in transportation or any other cause beyond our reasonable control.

22.New Zealand Law

1. The validity, construction and performance of this document are governed by New Zealand law. The parties will submit to the exclusive jurisdiction of the courts of New Zealand to determine any matter concerning their rights and obligations.

23.Privacy Policy

1. Our full Privacy Policy can be found here 

24.Dispute Resolution

1. Please contact us using the contact information on our website if you have a complaint.
2. We will attempt to resolve any disputes between us in good faith before commencing legal proceedings. This clause will not apply to an application by either party seeking urgent and declaratory relief from any court.