Terms & Conditions of Trade

1. Definitions
   1. “BSL” means Beeline Supplies Limited, its successors and assigns or any person acting on behalf of and with the authority of Beeline Supplies Limited.
   2. “Client” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Client is a reference to each Client jointly and severally.
   3. “Goods” means all Goods or Services supplied by BSL to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
   4. “Price” means the Price payable (plus any Goods and Services Tax (GST) where applicable) for the Goods as agreed between BSL and the Client in accordance with clause 6 below.
2. Acceptance
   1. The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Goods.
   2. These terms and conditions may only be amended with the consent of both parties in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and BSL.
   3. These terms and conditions are meant to be read in conjunction with the Terms and Conditions of Use posted on this website. If there are any inconsistencies between the two documents then the terms and conditions contained in this document shall prevail.
3. Online Ordering
   1. The Client acknowledges and agrees that:
      1. BSL does not guarantee the websites performance or availability of any of its Goods; and
      2. on-line ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades; and
      3. there are inherent hazards in electronic distribution and as such BSL cannot warrant against delays or errors in transmitting data between the Client and BSL including orders, and you agree that to the maximum extent permitted by law, BSL will not be liable for any losses which the Client suffers as a result of online-ordering not being available or for delays or errors in transmitting orders.
   2. BSL reserves the right to terminate your order if it learns that you have provided false or misleading information, interfered with other users or the administration of BSL’s Services, or violated these terms and conditions.
4. Electronic Transactions Act 2002
   1. Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 22 of the Electronic Transactions Act 2002 or any other applicable provisions of that Act or any Regulations referred to in that Act.
5. Change in Control
   1. The Client shall give BSL not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by BSL as a result of the Client’s failure to comply with this clause.
6. Price and Payment
   1. At BSL’s sole discretion the Price shall be either:
      1. as indicated on any invoice provided by BSL to the Client; or
      2. the Price as at the date of delivery of the Goods according to BSL’s current price list; or
      3. BSL’s quoted price (subject to clause 6.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
   2. BSL reserves the right to change the Price if a variation to BSL’s quotation is requested. Variations will be charged for on the basis of BSL’s quotation, and will be detailed in writing, and shown as variations on BSL’s invoice. The Client shall be required to respond to any variation submitted by BSL within ten (10) working days. Failure to do so will entitle BSL to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
   3. In the case of export sales:
   4. the Client must comply with such other requirements as BSL may request, including providing security in the form of the Client’s irrevocable letter of credit confirmed by a major national bank of BSL’s choosing; and
   5. the Client warrants that sale transactions comply with all applicable laws, including all import, export and exchange control regulations.
   6. At BSL’s sole discretion a deposit may be required.
   7. Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by BSL, which may be:
      1. before delivery of the Goods;
      2. by way of instalments/progress payments in accordance with BSL’s payment schedule;
      3. for certain approved Clients, due twenty (20) days following the end of the month in which a statement is posted to the Client’s address or address for notices;
      4. the date specified on any invoice or other form as being the date for payment; or
      5. failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by BSL.
   8. Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method as agreed to between the Client and BSL.
   9. The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by BSL nor to withhold payment of any invoice because part of that invoice is in dispute.
   10. Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to BSL an amount equal to any GST BSL must pay for any supply by BSL under this or any other agreement for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
7. Delivery of Goods
   1. Delivery (“Delivery”) of the Goods is taken to occur at the time that:
      1. the Client or the Client’s nominated carrier takes possession of the Goods at BSL’s address; or
      2. BSL (or BSL’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.
   2. At BSL’s sole discretion the cost of delivery is in addition to the Price.
   3. Any time specified by BSL for delivery of the Goods is an estimate only. The Client must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. BSL will not be liable for any loss or damage incurred by the Client as a result of delivery being late. In the event that the Client is unable to take delivery of the Goods as arranged then BSL shall be entitled to charge a reasonable fee for redelivery and/or storage.
   4. BSL may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
8. Risk
   1. Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.
   2. If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, BSL is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by BSL is sufficient evidence of BSL’s rights to receive the insurance proceeds without the need for any person dealing with BSL to make further enquiries.
   3. If the Client requests BSL to leave Goods outside BSL’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Client’s sole risk.
   4. BSL warrants that Goods manufactured on its registered premises, and supplied to all Clients, shall meet all safety regulations and standards as defined by the Hazard Analysis and Critical Control Points (HACCP), Food Safety Programme, and is eminently suitable for public consumption and thereby compliant with the Australia New Zealand Food Standards Code. Where applicable, the Goods shall be labelled in accordance with the Food Act 2014.
   5. Where necessary, the transportation of all live bees shall be in accordance with all relevant legal requirements and completed documentation.
9. Specifications
   1. The Client acknowledges that all descriptive specifications, illustrations, drawings, data, dimensions, ratings and weights stated in BSL’s or manufacturer’s fact sheets, price lists or advertising material, are approximate only and are given by way of identification only. The Client shall not be entitled to rely on such information, and any use of such does not constitute a sale by description, and does not form part of the contract, unless expressly stated as such in writing by BSL.
10. Export Sales
    1. In the event that the Goods are exported, delivery of the Goods may be subject to either FOB Contract or CIF Contract.
    2. In the event of a FOB Contract the following shall apply;
       1. the Goods shall be delivered to the Client by delivery on board the agreed upon mode of transport on the delivery date. BSL shall promptly notify the Client that the Goods have been delivered aboard. Title (subject to clause 11) to, and risk in the Goods shall pass to the Client upon such delivery being effected. BSL shall promptly provide the Client with a clean shipped bill of lading in respect of the Goods.
       2. the Client shall reserve the necessary space on board the agreed upon mode of transport and give BSL due notice of the loading berth and any revised delivery dates. The Client shall bear any additional costs caused due to the failure of the agreed upon mode of transport being available to load the Goods on the delivery date.
    3. In the event of a CIF contract the following shall apply:
       1. the Goods shall be delivered to the Client by delivery on board the agreed upon mode of transport on or before the delivery date. BSL shall procure a contract of carriage and insure the Goods from dispatch until delivery on terms current in the trade for the benefit of the Client. BSL shall promptly tender to the Client a clean shipped bill of lading, the insurance policy and an invoice in respect of the Goods.
       2. the Client shall accept the documents tendered by BSL if they correspond to this contract and take delivery of the Goods at the port of destination and bear all other costs and charges arising out of shipment of the Goods to the port of destination.
11. Title
    1. BSL and the Client agree that ownership of the Goods shall not pass until:
       1. the Client has paid BSL all amounts owing to BSL; and
       2. the Client has met all of its other obligations to BSL.
    2. Receipt by BSL of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
    3. It is further agreed that until ownership of the Goods passes to the Client in accordance with clause 11.1:
       1. the Client is only a bailee of the Goods and must return the Goods to BSL on request.
       2. the Client holds the benefit of the Client’s insurance of the Goods on trust for BSL and must pay to BSL the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
       3. the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for BSL and must pay or deliver the proceeds to BSL on demand.
       4. the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of BSL and must sell, dispose of or return the resulting product to BSL as it so directs.
       5. the Client irrevocably authorises BSL to enter any premises where BSL believes the Goods are kept and recover possession of the Goods.
       6. BSL may recover possession of any Goods in transit whether or not delivery has occurred.
       7. the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of BSL.
       8. BSL may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
12. Personal Property Securities Act 1999 (“PPSA”)
    1. Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:
       1. these terms and conditions constitute a security agreement for the purposes of the PPSA; and
       2. a security interest is taken in all Goods and/or collateral (account) – being a monetary obligation of the Client to BSL for Services – that have previously been supplied and that will be supplied in the future by BSL to the Client.
    2. The Client undertakes to:
       1. sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which BSL may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
       2. indemnify, and upon demand reimburse, BSL for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
       3. not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of BSL; and
       4. immediately advise BSL of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
    3. BSL and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
    4. The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
    5. Unless otherwise agreed to in writing by BSL, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.
    6. The Client shall unconditionally ratify any actions taken by BSL under clauses 12.1 to 12.5.
13. Security and Charge
    1. In consideration of BSL agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
    2. The Client indemnifies BSL from and against all BSL’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising BSL’s rights under this clause.
    3. The Client irrevocably appoints BSL and each director of BSL as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 13 including, but not limited to, signing any document on the Client’s behalf.
14. Client’s Disclaimer
    1. The Client hereby disclaims any right to rescind, or cancel any contract with BSL or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by BSL and the Client acknowledges that the Goods are bought relying solely upon the Client’s skill and judgment.
15. Defects
    1. The Client shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify BSL of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford BSL an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which BSL has agreed in writing that the Client is entitled to reject, BSL’s liability is limited to either (at BSL’s discretion) replacing the Goods or repairing the Goods.
    2. Goods will not be accepted for return other than in accordance with 15.1 above, and provided that:
       1. BSL has agreed in writing to accept the return of the Goods; and
       2. the Goods are returned at the Client’s cost within fourteen (14) days of the delivery date; and
       3. BSL will not be liable for Goods which have not been stored or used in a proper manner; and
       4. the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
    3. BSL may (in its discretion) accept the return of Goods for credit but this may incur a handling fee of twenty percent (20%) of the value of the returned Goods plus any freight.
    4. Subject to clause 15.1, non-stocklist items or Goods made to the Client’s specifications are not acceptable for credit or return.
16. Warranty
    1. Subject to the conditions of warranty set out in clause 16.1 BSL warrants that if any defect in any workmanship of BSL becomes apparent and is reported to BSL within twelve (12) months of the date of delivery (time being of the essence) then BSL will either (at BSL’s sole discretion) replace or remedy the workmanship.
    2. The conditions applicable to the warranty given by clause 16.1 are:
       1. the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
          1. failure on the part of the Client to properly maintain any Goods; or
          2. failure on the part of the Client to follow any instructions or guidelines provided by BSL; or
          3. any use of any Goods otherwise than for any application specified on a quote or order form; or
          4. the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
          5. fair wear and tear, any accident or act of God.
       2. the warranty shall cease and BSL shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without BSL’s consent.
       3. in respect of all claims BSL shall not be liable to compensate the Client for any delay in either replacing or remedying the workmanship or in properly assessing the Client’s claim.
    3. For Goods not manufactured by BSL, the warranty shall be the current warranty provided by the manufacturer of the Goods. BSL shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
17. Consumer Guarantees Act 1993
    1. If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by BSL to the Client.
18. Intellectual Property
    1. Where BSL has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of BSL. Under no circumstances may such designs, drawings and documents be used without the express written approval of BSL.
    2. The Client warrants that all designs, specifications or instructions given to BSL will not cause BSL to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify BSL against any action taken by a third party against BSL in respect of any such infringement.
    3. The Client agrees that BSL may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which BSL has created for the Client.
19. Default and Consequences of Default
    1. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at BSL’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
    2. If the Client owes BSL any money the Client shall indemnify BSL from and against all costs and disbursements incurred by BSL in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, BSL’s collection agency costs, and bank dishonour fees).
    3. Further to any other rights or remedies BSL may have under this contract, if a Client has made payment to BSL, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by BSL under this clause 19 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this agreement.
    4. Without prejudice to BSL’s other remedies at law BSL shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to BSL shall, whether or not due for payment, become immediately payable if:
       1. any money payable to BSL becomes overdue, or in BSL’s opinion the Client will be unable to make a payment when it falls due;
       2. the Client has exceeded any applicable credit limit provided by BSL;
       3. the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
       4. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
20. Cancellation
    1. Without prejudice to any other remedies BSL may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions BSL may suspend or terminate the supply of Goods to the Client. BSL will not be liable to the Client for any loss or damage the Client suffers because BSL has exercised its rights under this clause.
    2. BSL may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice BSL shall repay to the Client any money paid by the Client for the Goods. BSL shall not be liable for any loss or damage whatsoever arising from such cancellation.
    3. In the event that the Client cancels delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by BSL as a direct result of the cancellation (including, but not limited to, any loss of profits).
    4. Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
21. Privacy Act 1993
    1. The Client authorises BSL or BSL’s agent to:
       1. access, collect, retain and use any information about the Client;
          1. (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or
          2. for the purpose of marketing products and services to the Client.
       2. disclose information about the Client, whether collected by BSL from the Client directly or obtained by BSL from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.
    2. Where the Client is an individual the authorities under clause 21.1 are authorities or consents for the purposes of the Privacy Act 1993.
    3. The Client shall have the right to request BSL for a copy of the information about the Client retained by BSL and the right to request BSL to correct any incorrect information about the Client held by BSL.
22. Service of Notices
    1. Any written notice given under this contract shall be deemed to have been given and received:
       1. by handing the notice to the other party, in person;
       2. by leaving it at the address of the other party as stated in this contract;
       3. by sending it by registered post to the address of the other party as stated in this contract;
       4. if sent by facsimile transmission to the fax number of the other party as stated in this contract (if any), on receipt of confirmation of the transmission;
       5. if sent by email to the other party’s last known email address.
    2. Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
23. General
    1. The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    2. These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of Dunedin, New Zealand.
    3. BSL shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by BSL of these terms and conditions (alternatively BSL’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
    4. Neither party to this contract may assign this contract, any payment or any other right, benefit or interest under this contract without the written consent of the other party (which shall not be unreasonably withheld). BSL may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of BSL’s sub-contractors without the authority of BSL.
    5. The Client agrees that BSL may amend these terms and conditions by notifying the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for BSL to provide Goods to the Client.
    6. Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
    7. Both parties warrant that they have the power to enter into this agreement and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this agreement creates binding and valid legal obligations on them.