Terms of Trade – Island Apiaries (Fiji) Pte Ltd.
- APPLICATION
(a) Island Apiaries (Fiji) Pte Ltd. (Island Apiaries Fiji) is an authorised Fiji and the Pacific Community supplier of bee products, honey, bees wax, bee supplies and hive accessories (Products), and Beehive Repair Services and Beehive Support Services (Services).
(b) Unless otherwise agreed in writing by Island Apiaries Fiji, the following terms of trade (Terms) will apply to the supply of any Products or Services to the Customer (Customer). The Customer acknowledges that the supply of all Products and Services by Island Apiaries Fiji will be subject to these Terms, whether or not they have been signed by the Customer where indicated below.
(c) If there is any inconsistency between a provision of these Terms and any provision in any other written agreement between the Customer and Island Apiaries Fiji, the provisions will apply in the following descending order of priority:
(i) the provisions in any written agreement between the Customer and Island Apiaries Fiji; and
(ii) these Terms, provided that these Terms will prevail over any other terms and conditions stipulated by the Customer or included as part of any of the Customer’s documentation.
(d) Island Apiaries Fiji may amend these Terms at any time. The amended Terms will apply in respect of any Order (as that term is defined below) accepted by Island Apiaries Fiji for the supply of any Products or Services to the Customer following the date the amended Terms are available on Island Apiaries Fiji’s website.
- ORDERS
(a) The Customer will place orders with Island Apiaries Fiji for Products or Services in accordance with any process and minimum order quantities specified by Island Apiaries Fiji from time to time (Order). Each Order will constitute an offer to purchase the Products or Services by the Customer which will only be accepted by Island Apiaries Fiji by written confirmation of the Order to the Customer or the performance by Island Apiaries Fiji of the Order.
(b) Island Apiaries Fiji may in relation to any Order, accept the Order or decline to accept the Order in whole or in part, in its sole discretion. Notwithstanding acceptance of an Order, Island Apiaries Fiji may cancel or refuse to supply any Order at any time in its sole discretion.
- PRICE AND PAYMENT
(a) The price payable for any Products or Services supplied by Island Apiaries Fiji to the Customer (Price) will be:
(i) the price agreed between the parties in writing; or
(ii) in the absence of any agreement between the parties, Island Apiaries Fiji’s standard prices applicable for the Products or Services at the time the relevant Order is accepted by Island Apiaries Fiji.
(b) The Price will be payable by the Customer on the date the Order is made (Due Date) and may be paid by any payment method accepted by Island Apiaries Fiji.
(c) Any Price submitted by Island Apiaries Fiji to the Customer is subject to alteration by Island Apiaries Fiji, in its sole discretion, at any time prior to delivery of the Products or performance of the Services. In addition, Island Apiaries Fiji reserves the right to alter the Price agreed with any Customer by written notice to the Customer to reflect any increase in the costs incurred by the Seller in supplying the Products or Services to the Customer that is beyond the reasonable control of the Seller (including without limitation any taxes, foreign exchange fluctuations, duties and the provision of any laws enacted after the date of acceptance of any Order for Products or Services by Island Apiaries Fiji).
(d) If the Customer fails to pay the Price to Island Apiaries Fiji on or before the Due Date, Island Apiaries Fiji will be entitled to charge interest on any amount overdue for payment by the Customer from the Due Date until the date payment of the Price is received in full, together with any actual costs (legal or otherwise) incurred by Island Apiaries Fiji for the enforcement of payment of such overdue amounts. Interest will be charged on any overdue amount at the rate of 2.5% per calendar month and will be compounded monthly.
(e) Unless expressly stated in writing, all amounts quoted by Island Apiaries Fiji will be deemed to exclude all freight or delivery charges, which will be payable by the Customer at the same time as the Price and in addition to the Price.
- DELIVERY AND SUPPLY
(a) The Products or Services will not be delivered or performed until the Price has been paid in full.
(b) Unless otherwise agreed in writing, delivery of any Products or Services by Island Apiaries Fiji will be deemed to take place when the Products (or products treated by the Services) are made available for collection by the Customer from Island Apiaries Fiji’s premises or otherwise delivered to the location agreed between the parties (Delivery). If Island Apiaries Fiji agrees to arrange for the transportation of any Products (or products treated by the Services) from Island Apiaries Fiji’s premises to any nominated delivery address on behalf of the Customer:
(i) the transportation of such Products (or products treated by the Services) will be at the Customer’s expense;
(ii) the Products (or products treated by the Services) will be properly and suitably packed by Island Apiaries Fiji and in such manner as to reach the intended destination in good condition under normal conditions of transport;
(iii) Island Apiaries Fiji will act as the agent for and on behalf of the Customer and will not be liable for, or responsible for, any damage that occurs during or after Delivery;
(iv) If goods are received damaged you must notify Island Apiaries Fiji and the courier company within 2 working days of receiving the damaged parcel.
(v) Island Apiaries Fiji may deliver the Products (or products treated by the Services) by separate installments; and
(vi) Island Apiaries Fiji will not be liable to the Customer for any loss of revenue, loss of profits or any other indirect or consequential losses or liabilities incurred by the Customer on account of any Products (or products treated by the Services) not being delivered on any specified date. The delivery date on any quote or Order will be indicative only. Island Apiaries Fiji will have no responsibility for any delivery delays and the Customer will be required to accept delivery of the Products (or products treated by the Services) when tendered for delivery.
(c) The Customer will make all necessary arrangements to take delivery of the Products (or products treated by the Services) whenever they are tendered for delivery. If the Customer is unable to take delivery of the Products (or products treated by the Services) at the time of delivery, or otherwise requested by Island Apiaries Fiji to delay delivery, the Customer will pay to Island Apiaries Fiji any reasonable costs incurred by Island Apiaries Fiji in relation to the storage and redelivery of the Products (or products treated by the Services).
(d) Island Apiaries Fiji will complete all Services or arrange for its agents to complete the Services on its behalf, as soon as is reasonably possible. The Customer acknowledges that certain Services must be completed overseas and that such Services may take around 12 weeks to complete.
- RISK AND TITLE
(a) Unless otherwise agreed in writing, all risk of loss, damage, deterioration or destruction to the Products will pass to the Customer on Delivery. Title to any Products will not pass to the Customer until Island Apiaries Fiji has received payment in full in cleared funds for all Products and Services supplied to the Customer.
(b) Until title to the Products passes to the Customer under clause 5(a), the Customer will:
(i) hold the Products as a bailee only;
(ii) clearly designate the Products as Island Apiaries Fiji’s property and store the Products in such a way that they are identified as Island Apiaries Fiji’s property; and
(iii) maintain the Products in good order and condition and preserve the Products in their present form.
(c) Without prejudice to Island Apiaries Fiji’s other rights and remedies, Island Apiaries Fiji will be entitled to retake possession of any Products at any time prior to payment in full being received for those Products. The Customer grants Island Apiaries Fiji an irrevocable right and authority to enter onto any place where such Products are situated or thought to be situated at any time and to take and resell the Products and to retain the proceeds from such sale. Any shortfall arising from such sale will be a debt due and owing to Island Apiaries Fiji by the Customer.
(d) In relation to products treated by the Services, the Customer acknowledges Island Apiaries Fiji has a repairer’s lien over those products until payment of the Price in full is received by Drone Services Fiji. If payment is not received within 30 days of completion of the Services, Island Apiaries Fiji may sell the products treated by the Services in payment of the Price.
- PERSONAL PROPERTY SECURITIES ACT 2017 (PPSA)
(a) The Customer acknowledges that the retention of title in these Terms gives rise to a security interest (as defined under the PPSA) in all present and after acquired Products and products treated by the Services, and all proceeds of such Products and products treated by the Services, supplied by Island Apiaries Fiji to the Customer under these Terms to secure the Customer’s performance of its obligations under these Terms.
(b) The Customer undertakes to:
(i) promptly do all things, execute all documents and/or provide any information which Island Apiaries Fiji may reasonably require to enable Island Apiaries Fiji to perfect and maintain the perfection of its security interest (including by registering a financing statement);
(ii) give Island Apiaries Fiji not less than 14 days prior written notice of any proposed change in its name and/or any other change of its details; and
(iii) immediately on request by Island Apiaries Fiji (and at the Customer’s expense) obtain from any third party such agreements and waivers of any security interest that third party has in respect of the Products to ensure that at all times Island Apiaries Fiji has a first ranking security interest in the Products.
(c) The Customer waives its rights to receive a copy of any verification statements under the PPSA and agrees that as between Island Apiaries Fiji and the Customer:
(i) the Customer will have no rights under (or by reference to) sections 93(1)(a), 98, 100, 101 and, 103, of the PPSA; and
(ii) where Island Apiaries Fiji has rights in addition to those in Part 8 of the PPSA, those rights will continue to apply.
- CLAIMS IN RELATION TO PRODUCTS
(a) Where the Customer is a Consumer as defined in Consumer Council of Fiji Guarantees Act 1976 these conditions will not be read or applied so as to purport to exclude, restrict or modify or have the effect of excluding, restricting or modifying the application of all or any of the provisions of the Act which by law cannot be excluded, restricted or modified and which applies to the sale of Products or Services to the Customer by Island Apiaries Fiji.
(b) Any claims by the Customer that any Products or Services supplied do not correspond to the relevant quote, or that any Products or Services are defective, must be made in writing to Island Apiaries Fiji within a reasonable period of time of Delivery of the Products or Services. Where the Customer is a Consumer under the Act any claim should be made within 14 days of Delivery of the Products or Services. Where the Customer is not a Consumer under the Act, any claim must be made within 5 days of Delivery of the Product or Services. Any claim must be in writing and include the order number, a detailed description of the fault and the Customer’s contact details.
(c) Where the Customer is not a Consumer under the Act, if no claim is received by Island Apiaries Fiji within 5 days of Delivery the Customer will be deemed to have irrevocably accepted the Products or Services.
(d) If a claim is made by the Customer in accordance with clause 7(b) above, the Customer will afford Island Apiaries Fiji a reasonable opportunity to inspect the Products or Services and to investigate the reason for any claim. Subject to verification by Island Apiaries Fiji, Island Apiaries Fiji may in its sole discretion either repair or replace any Products provided to the Customer, re-perform the Services, or provide a refund of the Price paid by the Customer in relation to the Products or Services.
- RETURNS
(a) In relation to Products or Services acquired by the Customer in any physical store or location where Island Apiaries Fiji is selling the Products and except in accordance with the process set out in clause 7 above, the Customer acknowledges that it may not return any Products (or products treated by the Services) to Island Apiaries Fiji, without Island Apiaries Fiji’s prior written consent.
(b) In relation to Products acquired by the Customer in the online store where Island Apiaries Fiji is selling the Products, Island Apiaries Fiji may agree to accept returned Products within 14 days of purchase provided the Products are unused and in original packaging.
(c) The Customer acknowledges that Island Apiaries Fiji may, as a condition of it agreeing to accept any returned Products (or products treated by the Services) stipulate any further terms and conditions that must be met in relation to the returned Products (or products treated by the Services) and any handling or restocking fees that may apply.
- NO WARRANTIES
(a) To the extent reasonably possible, Island Apiaries Fiji will pass on all manufacturer’s warranties in relation to any Products to the Customer.
(b) Island Apiaries Fiji’s warranty claims process, including the time taken to process warranty claims, aligns with that of the manufacturer of the Products. For all Products manufactured by other suppliers, the process is as follows:
(i) Customer notifies Island Apiaries Fiji of an identified issue with a part, component or system of a Product and provides a description and a short video of the issues by email to: [email protected].
(ii) Island Apiaries Fiji submits the issue information provided to the manufacturer on the Customer’s behalf.
(iii) The manufacturer accepts or rejects the warranty claim based on the evidence presented.
(iv) Where the customer is not a consumer under the Act and products are not working on Delivery (Dead on Arrival or DOA), they must be returned to Island Apiaries Fiji within 5 days of Delivery. If Products are approved by the manufacturer for DOA replacement, Island Apiaries Fiji may replace the Product from its local stock-in-trade. Island Apiaries Fiji reserves the right to refuse a replacement from its stock-in-trade instead arrange a replacement Product to be supplied by the manufacturer.
(v) If the issue is caused by impact or a crash-landing, the Product and all flight logs may need to be returned to the manufacturer for analysis.
(vi) If the manufacturer accepts the warranty claim, the Product will be repaired by Island Apiaries Fiji in-house or by the manufacturer and returned to the Customer.
(vii) If the manufacturer rejects the warranty claim, Island Apiaries Fiji has no further obligation to replace or repair the Products. Island Apiaries Fiji can offer its Beehive Repair Services at the Customer’s cost.
(viii) The Customer acknowledges that if it chooses to use any application not made by the manufacturer of the Products, the manufacturer may not accept any warranty claim for incidents that occur while using the application.
(ix) Island Apiaries Fiji provides no guarantee on the turnaround times for any warranty or DOA claim, as the process is managed by overseas manufacturers.
(c) If the Customer submits a drone or other item for repair, Drone Services Fiji may send the item to the Product Manufacturer’s Repair Centre. Island Apiaries Fiji assumes no liability, responsibility or ownership at any point of this process and is acting solely as an intermediary between the Customer and the manufacturer. Island Apiaries Fiji is not affiliated with the Product Manufacturer’s Repair Centre in any way. Drone Services Fiji’s involvement in sending items for repair at the Product Manufacturer’s Repair Centre is distinct to the services that Island Apiaries Fiji provides.
(d) Subject to clauses 9(a)-(c), except as expressly set out in writing by Island Apiaries Fiji in respect of any Products or Services, Island Apiaries Fiji makes no representation, warranty or undertaking (whether express or implied) in relation to any Products or Services (including any warranty as to the merchantability, quality, or condition of the Products or Services, compliance with the description of the Products or Services, the suitability or fitness of the Products (or products treated by the Services) for the Customer’s purposes, or the use of the Products). To the maximum extent permitted by law, all such representations, warranties and undertakings are negatived and excluded.
(e) Where the Customer is acquiring, or holds itself out as acquiring, any Products or Services for the purposes of a business in terms of the Act the Customer will not assert or attempt to assert any rights or claims against Island Apiaries Fiji under the provisions of the Act.
(f) The Customer acknowledges that it is not relying on Island Apiaries Fiji’s skill or judgment as to the suitability or otherwise of the Products or Services for any purpose.
(g) Any information provided on Island Apiaries Fiji’s website is for general or education purposes only.
- INTELLECTUAL PROPERTY
(a) The Customer acknowledges that, unless expressly agreed in writing and signed to the contrary, the Customer has no intellectual property rights (whether registered or unregistered) relating to the Products or Services (Intellectual Property) nor will the Customer have any right or title to any actual or possible development or improvement in the Products or Services or the intellectual property (Development IP).
(b) The Customer acknowledges that it will not at any time acquire any right, title or interest in any kind in the Intellectual Property or the Development IP.
- INDEMNITY AND LIMITATION OF LIABILITY
(a) The Customer will indemnify Island Apiaries Fiji at all times against any loss, damage or costs suffered or incurred by Island Apiaries Fiji as a direct or indirect result of a breach by the Customer of any of its obligations under these Terms (including without limitation all dishonour fees, debt collection, collection agency costs and legal costs on a solicitor/client basis).
(b) Notwithstanding any contrary provision contained in these Terms or elsewhere, the maximum liability of Island Apiaries Fiji to the Customer under or in connection with these Terms or in relation to any Products or Services will be limited at Island Apiaries Fiji’s sole option to:
(i) in the case of Products, replace the Products or supply equivalent Products;
(ii) in the case of Services, re-perform the Services’ or
(iii) refund of any amount actually paid by the Customer for the Products or Services.
(c) Nothing expressed or implied in these Terms will confer any liability on Island Apiaries Fiji for any consequential, indirect or special loss, damage, cost or expense suffered or incurred by the Customer as a direct or indirect result of:
(i) a breach by Island Apiaries Fiji of any of its obligations under these Terms; or
(ii) any use of the Products (or products treated by the Services) otherwise than in accordance with any relevant specifications notified by Island Apiaries Fiji to the Customer.
- CANCELLATION OR SUSPENSION OF CONTRACT
Notwithstanding any other provision set out in these Terms, Island Apiaries Fiji reserves the right to refuse to accept any Order from the Customer and to cancel or suspend the provision of any Products or Services to the Customer in its sole discretion at any time and without liability to the Customer. The Customer acknowledges that upon acceptance of any Order for the supply of Products or Services by Drone Services Fiji, the Customer will be bound by that Order and will not be entitled to terminate, rescind or cancel any Order placed with Drone Services Fiji, without Island Apiaries Fiji’s prior written consent.
- USE OF INFORMATION
The Customer acknowledges that:
(a) any information provided by the Customer to Island Apiaries Fiji may be collected and used by Island Apiaries Fiji for any purpose connected with Island Apiaries Fiji’s business including (but not limited to) direct marketing, debt collection and credit reporting or assessment;
(b) Island Apiaries Fiji is authorised to carry out credit checks in relation to the Customer, and where the Customer is a company, about the directors of the Customer and to provide such information to any external agency or party for credit information and assessment purposes necessary for those purposes; and
(c) Island Apiaries Fiji and any external agency or party may retain and/or use such information for as long as they see fit.
13. GENERAL
(a) These Terms are governed by the laws of Fiji and the parties submit to the exclusive jurisdiction of the Fijian courts in respect of all matters relating to these Terms.
(b) Island Apiaries Fiji and the Customer each acknowledge that these Terms, and any agreement agreed in writing between the parties which expressly refers to these Terms, contain the entire understanding and agreement between them and that there have been no representations made by either party to the other except as expressed in these Terms.
(c) If any provision of these Terms is found to be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions will not be affected.
(d) The Customer may not assign, subcontract or hold on trust for any third party any of its rights under these Terms without the prior written consent of Island Apiaries Fiji. Any change of control of the Customer will be deemed to be an assignment for the purposes of this clause.
(e) Where two or more persons or entities are listed as being the Customer, both parties will be jointly and severally liable for the payment of all amounts owing by the Customer to Island Apiaries Fiji.
(f) Island Apiaries Fiji will not be liable for any default due to any act of God, war, terrorism, strike, lock out, industrial action, fire, flood, drought, storm or any other event beyond the reasonable control of Island Apiaries Fiji.
By purchasing online or in store with Island Apiaries (Fiji) Pte Ltd the terms of trade are accepted and agreed by the customer.