Trade Reference 1
Trade Reference 2
We declare that the above information is true, correct & complete & is given to induce the company to extend credit. We authorize the Company to make such credit investigation as the Company see fit, including contacting the above trade references and bank and obtaining credit reports, We authorize all trade references, bank and credit reporting agencies to disclose to the Company any and all information concerning the Financial and credit history of my company and myself.
1. Pricing discount/rebates for Games R Us Products:Please see standard wholesale price from the Games R Us ltd wholesale price list
2. Settlement TermsEOM - due 30 Days from statement monthPlease note that payment by Standard Master Card or Visa Card credit card will incur an additional Surcharge charge of 1% of the amount paid.
3. PaymentsPayment will only be accepted by Electronic Funds Transfer (EFT) to our account:Games R Us LtdANZ Banking GroupTakapunaAccount 010274005297500Swift code: ANZBNZ22Please email details of the payment to email@example.com attention Accounts Receivable.
4. Confidentiality PolicyIn the course of conducting business with Games R Us, you will on occasion be privy to information including, know-how, research, prospective licensees, game designs, rules and playing strategies, customer lists, supplier lists, marketing plans, financial information, costs or pricing information and release dates. Any such information is deemed confidential and not for dissemination to any unauthorised parties unless specifically identified in writing.
5. Release Date PolicyOur order form distinguishes between strict Release Dates and On Shelf Months.5.1 New product assigned a Release Date may not be displayed or sold prior to the Release Date5.2 New product assigned an On Shelf Month may be displayed and sold anytime from the beginning ofthe assigned month, as soon as you receive your stock.Page ReadPlease be advised that Games R Us ltd takes all breaches of our Release Date policy seriously. All allegations will be investigated thoroughly and any retailer found to be in breach of this policy will face repercussions including, but not limited to, delayed stock availability, exclusion from pre-order discounts and/or exclusion from promotional programs.
6. ChannelAll Products from the Games R Us ltd catalogue (the “Products”) must be purchased for retail sale to endConsumers. You may not sell or otherwise transfer Products to anyone other than an End Consumers, including but not limited to distributors, sub-distributors or mail order businesses. An “End Consumers” means a person who purchases products for personal use and not for the purposes of resale, barter, or exchange.
7. Internet SalesYou may sell and market all products through the Internet unless you have been executed to do so in writing from Games R Us ltd
8. TerritoryYou will not actively distribute, market, sell or otherwise transfer Games R Us Products outside of New Zealand, nor actively distribute, market, sell or otherwise transfer Games R Us Products to any party that you know or should reasonably know intends to distribute, market, sell or otherwise transfer Games R Us Products to parties outside of New Zealand or has previously distributed, marketed, sold or otherwise transferred Games R Us Products to parties outside of New Zealand.
9. DeliveryWhere a delivery may encounter difficulty to access, such as stairs, far from street etc., Customer’smust advise as such in advance and may incur an additional delivery charge as set by the applicable carrier.
10. AgreementYour business agrees that the trading terms set out in this letter together with Games R Us ltd Standard Terms and Conditions of Sales, once accepted by the parties, supersede any prior agreement between the parties, whether written or oral and that there are no representations, warranties, conditions, terms or obligations between the parties, whether written or oral, express or implied by custom or otherwise other than those contained herein To indicate your acceptance of these terms, please sign and date the attached duplicate letter and return.
GAMES R US LIMITED, COMPANY NUMBER 1135642 (“THE COMPANY”)
The Terms and Conditions can only be altered, varied or added to by the prior written approval of the company.
1 APPROVAL OF CREDIT1.1 In its sole discretion the Company may grant credit to the Customer for the purchase of goods for an amount or period determined by the Company.1.2 The credit facility may be cancelled or reduced at the sole discretion of the Company at any time and without notice or reason given to the Customer.1.3 Upon cancellation or reduction of the credit, the Company may demand full payment in cash of the outstanding amount before making any further delivery of goods.
2 ACCEPTANCE OF ORDERS2.1 All orders must be made for standard carton quantities as specified by the Company.2.2 Orders are accepted by the Company on the condition that prices charged will be those ruling atdate of dispatch.2.3 Once the order is accepted by the Company, it may not be cancelled by the Customer.
3 PRICE3.1 Prices are subject to change without notice and are exclusive of taxes and duty.3.2 Delivery terms are “free-into-store” except for orders under a specified value which shall have a freight charge added. The minimum order value is $250 at invoice value. Claims made for damaged, missing or incorrectly priced goods must be notified to the Company within 10 days from date of invoice,
4 TERMS OF PAYMENT4.1 Payment shall be made within the agreed settlement terms in the Trading Terms. In the absence of an agreed settlement term in the trading term letter payment shall be made within thirty (30) DAYS of the end of month (“due date)4.2 Customer must make payment in full and shall not withhold payment pending settlement of any claims or adjustments.4.3 Payment for purchase made through buying groups or on a consolidated basis shall be the liability of the Customers who actually receive the goods in the event the buying group does not pay the Company according to these terms.4.4 In the event the “charge to” Customer differs from the “delivery to” Customer, the Company reserves the right to require payment from either Customer in the event payment is not made by the other.4.5 The Company may charge the Customer a default penalty on any monies due but unpaid on due date which will be calculated on a daily basis at the rate of 2.5% per month. The default payment is payable from the due date for payment until the Company receives payment. The Company’s right to charge the default penalty is without prejudice to any of the Company’s other rights, powers orPage Readremedies in respect of the Customer’s default in making payment.
5 PROPERTY IN GOODS5.1 All goods supplied by the Company shall remain the property of the Company until the price and any other sums payable by the Customer are paid in full.If the Customer sells or disposes of any goods to a third party before the price or any other sums have been paid in full, any proceeds resulting there from shall belong to the Company to the extent of sums due from the Customer to the Company in respect of those goods.
6 PERSONAL PROPERTY SECURITIES ACT6.1 Without limiting anything else in these terms, the Customer acknowledges that:6.1.1 These terms create, in favour of the Company, a security interest in all present and after acquiredgoods (being, for the avoidance of doubt, all the Customer’s present personal property and after- acquired property except for any item of personal property which has not (or which is exclusively the proceeds of any item of personal property which has not) been supplied by the Company to (or for the account of) the Customer) to secure the payment by the Customer to the Company of the amount owing; and6.1.2 These terms will apply notwithstanding anything, express or implied, to the contrary contained in any purchase order (or its equivalent, whatever called) of the Customer; and6.2 The Customer undertakes to:6.2.1 Promptly do all things, sign any further documents and/or provide any information which the Company may reasonably require to enable the Company to perfect and maintain the perfection of its security interest (including by registration of a financing statement);6.2.2 Give the Company not less than 14 days’ prior written notice of any proposed change in the Customer’s name and/or any other change in the Customer’s details (including, but not limited to, changes in the Customer’s address, facsimile number or trading name).6.3 The Customer waives its right to receive a verification statement in respect of any financing statement relating to the security interest.6.4 To the extent permitted by law, the Customer and the Company contract out of: section 114 (1) (a) of the PPSA; and the Customer’s rights referred to in Sections 107 (2) (c), (d), (h) and (i) of the PPSA.6.5 The Customer agrees that the security interest has the same priority in relation to all amounts forming part of the amount owing, including future advances.
7 RISK7.1 Risk with respect to goods shall pass to the Customer on delivery of the goods.
8 STOCK RETURNSSubject to Company’s obligations at law (including under the New Zealand Consumer Law)8.1 All stock is sold on a firm sale basis and cannot withdrawn or cancelled8.2 No returns will be accepted by Company without the written authorisation of the Company’s Salesrepresentative; and8.3 No returns will be accepted back freight forward
9 PRODUCT PREVIEWSWhere a new product is presented prior to launch. It is done so on the understanding that you will ensure total confidentiality. Customer shall be responsible for any unauthorized use or disclosure of the new product and shall take all necessary measures to prevent such authorised use or disclosure of the new product. Customer hereby agrees to indemnify Company against any and all losses, damages, claims, obligations, costs and expenses incurred or suffered by Company as a result of breach of the confidential obligation.
10 FINAL CLAIM DATE10.1 All rebates calculated in accordance with these trading term must be claimed by Customer within 120 days of the last day of the calendar year.10.2 If customer fails to make a claim for a rebate within 120 days of the last day of the calendar year, in accordance with (a) forfeits the right to make such a claim and release Hasbro from the obligation to pay such rebates.10.3 All claims for price variation must be claimed by Customer within 60 days from the date of invoice. 10.4 If Customer fails to make a claim for a price variation within 60 days from the date of invoice, in accordance with(c) forfeits the right to make such claim and releases Hasbro from obligation to pay such claims.
11 DEFAULT 11.1 If:11.1.1 the Customer fails to make full payment on or before the due date; or11.1.2 the Customer breaches any of these terms and conditions; or11.1.3 the Customer made a representation or gave information to the Company in any application for credit or other relevant document, which is untrue;or11.1.4 a receiver or a receiver and manager is appointed over any significant part of the assets or properties of the Customer; or11.1.5 an order is made for the winding up or dissolution without winding up the Customer or an effective resolution is passed for the winding up of the Customer; or11.1.6 the Customer enters into an arrangement or compromise with its creditors; or11.1.7 the Customer is placed under official management; or11.1.8 the Customer, being an individual, becomes insolvent or bankruptcy:11.2 the Company may at its discretion immediately repossess goods for which payment is still outstanding, cancel the credit limit granted to the Customer, reject any future orders from the Customer and exercise any other rights under this agreement to recover damages incurred as a result of the default by the Customer including without limitation expenses incurred in the repossession of the goods, interest any other reasonable expenses.
12 DELIVERY12.1 The Company will make every effort to observe delivery dates but these are estimates only andPage Readthe Company shall incur no liability for failure to observe them and such failure shall not entitle the Customer to treat the contract as at an end.
13 LOSS/DAMAGE IN TRANSIT13.1 Where the Company is responsible for transporting the goods the:13.1.1 Claims for loss or damage in transit will be entertained if an unqualified receipt has been given. 13.1.2 The Company will not be liable for short delivery or damage to the goods in transit unless the Customer sends written notice to the Company within ten working days of receipt of goods or after delivery is made respectively.13.1.3 The Company will not accept any other claims in respect of the goods delivered unless it is made in writing by the Customer within ten working days after the receipt of the goods.
14 WARRANTIES14.1 The Company warrants that the goods are of a merchantable quality and are free from defects either in workmanship or materials.14.2 The Company reserves the right to impose any handling charge which it deems to be reasonable in respect of goods returned.14.3 Goods must not be returned or credited without obtaining prior authorisation from the Company or its agents. Goods may only be returned in strict compliance with the procedures as specified by the Company.14.4 In no circumstances shall goods sold to the customer at a reduced price on a “second” sale basis for “close out” or on any other discounted terms be returned to the company.14.5 To the extent permitted by any statutory provision all other warranties whether expressed or implied are hereby excluded.
15 COMPLIANCEThe Customer shall perform its obligations under this agreement in strict compliance with all applicable laws and regulations including, without limitation, the Foreign Corrupt Practices Act and UK Bribery Act.
16 FORCE MAJEURE16.1 Without prejudice to any other provisions hereof, the Company shall not be liable for any delay in performance or failure to perform any of its obligations due to force majeure or any other cause beyond the Company’s control
17 REPRESENTATIONS17.1 The Customer acknowledges that no person, agent or employee has been or is authorised to make any representations, warranties, guarantees or other statements on behalf of the Company.
18 ENTIRE AGREEMENT18.1 The Terms & Conditions constitutes the entire agreement between the parties.
19 WAIVER19.1 No waiver, delay or indulgence by the Company in enforcing the provisions of the Terms & Conditions shall prejudice or restrict the rights of the Company, nor shall any waiver of those rights operate as a waiver of any subsequent breach.
20 GOVERNING LAWThese Terms & Conditions shall be governed by the laws of New Zealand and the parties to submit to the non-exclusive jurisdiction of the Courts of that Country