Terms of Sale

1. 1. ABOUT US

• 1.1 :- VACPUC LIMITED (company number 8483329) (We, Us and Our), is a company registered in New Zealand. We operate the website www.vacpuc.com
• 1.2 :- To contact us call our customer service team via email at info@vacpuc.com

1. 2. OUR CONTRACT WITH YOU

• 2.1 :- These terms and conditions (Terms), together with your order of goods through the Site, form the agreement between you and us in relation to the supply of those goods (Contract).
• 2.2 :- The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
• 2.3 :- We reserve the right to amend these Terms at any time. All amendments to these Terms will be posted online and apply to future orders you place.

1. 3. PLACING AN ORDER AND ACCEPTANCE

• 3.1 :- Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods you have selected on the Site and specified in the order (Goods) subject to these Terms.
• 3.2 :- Our order process allows you to check and amend any order details before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate. If you discover that you have made a mistake with your order after you have submitted it to the Site, please contact us immediately. However, we cannot guarantee that we will be able to amend your order in accordance with your instructions.
• 3.3 :- You must be fully entitled to use the payment method or account used for purchases. The payment method or account must have sufficient funds or credit facilities to cover the purchase.
• 3.4 :- After you place an order, you will receive an email from us acknowledging that we have received your order (Confirmation of Order). The Confirmation of Order will only be an acknowledgement and will not constitute acceptance of your order, unless expressly stated in the Conformation of Order. A Contract between us for the purchase of Goods will not be formed until you receive an email that confirms we have accepted the order. We are not obliged to supply the Goods to you until we have accepted your order. We may in our discretion refuse to accept an order from you for any reason, including but not limited to:
• (a) :- unavailability of stock; or
• (b) :- we suspect that you might on sell our Goods to other people.
• 3.5 :- You will pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
• 3.6 :- If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will promptly refund you the full amount including any delivery costs charged as soon as possible.
• 3.7 :- Until the time when we accept your order, we reserve the right to refuse to process your order and you have the right to cancel your order. If we or you have cancelled your order before it has been accepted, we will promptly refund any payment already made by you to your original payment method.

1. 4. OUR GOODS

• 4.1 :- The images of the Goods on the Site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s or device’s display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.
• 4.2 :- The packaging of your Goods may vary from that shown on images on the Site.
• 4.3 :- We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.

1. 5. RETURNS

• 5.1 :- Subject to paragraph 5.5, you may only return the Goods as set out in this paragraph 5.
• 5.2 :- We aim to provide you with Goods of the highest standard and quality. If you have received Goods with a defect, please contact us at info@vacpuc.com as soon as possible so we can guide you through the returns process and help resolve the problem as swiftly as possible. In order to assist the returns process you may be required to send us images of the damage, defect or fault for preliminary assessment. If you are emailing us or writing to us please include details of your order to help us to identify it.
• 5.3 :- If the Goods are confirmed to have a defect, we will either repair or replace the Goods. If the Goods are not found to have a defect or deemed out of warranty, we will ship the Goods back to you.
• 5.4 :- It does not constitute a defect, if in our reasonable opinion, the Goods have, following the sale to you, become of unacceptable quality due to fair wear and tear, misuse, failure to use in accordance with our instructions, using it in an abnormal way or failure to take reasonable care.

1. 6. DELIVERY, TRANSFER OF RISK AND TITLE

• 6.1 :- We will contact you with an estimated delivery date. Occasionally our delivery to you may be affected by an Event Outside Our Control. See paragraph 14 (Events outside our control) for our responsibilities when this happens.
• 6.2 :- Delivery is complete once the Goods have been left at the address set out in your order. All risk in the Goods will pass to you upon delivery. From the time when risk passes to you, we will not be liable for loss of, or damage to, the Goods.
• 6.3 :- You own the Goods once we have received payment in full, including of all applicable delivery charges.
• 6.4 :- You may grant us an “authority to leave” when placing your order. If you do, you understand and agree that this authority to leave gives us and/or our couriers permission to leave the Goods in question unattended by the front door – or, where applicable, at the reception or concierge’s desk, or as per your instructions – of the delivery address without obtaining a signature confirming delivery at the delivery location. In these circumstances, you understand and agree that by granting us authority to leave, we and our couriers are released of all responsibility and liability for the Goods delivered and left unattended, and that this responsibility and liability transfer to you on delivery.
• 6.5 :- You must ensure that you are able to take delivery of the Goods without undue delay and at any time reasonably specified by us. If you are not, the couriers may leave a card giving you instructions on either re-delivery or collection from the carrier. If delivery or collection is delayed through your unreasonable refusal to accept delivery or if you do not (within two weeks of our first attempt to deliver the Goods to you) accept delivery or collect the Goods from the carrier, then we may (without affecting any other right or remedy available to us) do either or both of the following:
• (a) :- charge you for our reasonable storage fee and other costs reasonably incurred by us; or
• (b) :- no longer make the Goods available for delivery or collection and notify you that we are cancelling the Contract, in which case we will refund to you or your credit or debit card company as applicable any money paid to us, less our reasonable administration charges (including for attempting to deliver and then returning the Goods, and any storage fees as provided above).
• 6.6 :- If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods, or because you were unable to use the Goods for your own purposes - including but not limited to, for use in trade.
• 6.7 :- Please note that it might not be possible for us to deliver to some locations. If this is the case, we will inform you using the contact details that you provide to us when you make your order and arrange for cancellation of the order or delivery to an alternative delivery address.
• 6.8 :- You must take care when opening the Goods so as to not cause damage to the Goods, particularly when using any sharp instruments.

1. 7. PRICE OF GOODS AND DELIVERY CHARGES

• 7.1 :- The prices of the Goods will be as quoted on the Site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system.
• 7.2 :- The price of Goods excludes all applicable taxes, duties and levies (where applicable). You are responsible for the payment of all taxes, duties and levies applicable to the Goods, including delivery to your delivery address.
• 7.3 :- The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.

1. 8. YOUR USE OF THE GOODS

• 8.1 :- You warrant, at the time of placing an order, that you are purchasing the Goods to use in trade and not for your own personal, domestic or household use or consumption.
• 8.2 :- You must ensure that the Goods are used in accordance with any safety directions supplied with the Goods.
• 8.3 :- You acknowledge that you will be responsible for ensuring that any and all instructions, recommended usages and applications for the Goods are followed and any cautions and/or warnings relating to the use of the Goods are observed.

1. 9. OUR WARRANTY FOR THE GOODS

• 9.1 :- We warrant that the Goods will operate in accordance with the documentation (if any) provided with the Goods. To the extent permitted by law we make no other warranties in relation to the Goods and all representations, conditions or warranties (whether express or implied, statutory or otherwise, and including warranties of merchantability and fitness for a particular purpose) in respect of the Goods are expressly excluded.

1. 10. CONSUMER GUARANTEES ACT 1993

• 10.1 :- The parties agree that the terms implied by Part 3 of the Contract and Commercial Law Act 2017 and the Consumer Guarantees Act 1993, are, to the fullest extent permitted by law, excluded from the Contract. As you have acknowledged that you are acquiring the Goods for business purposes, then your rights are subject to these Terms and the Consumer Guarantees Act 1993 will not apply.

1. 11. INTELLECTUAL PROPERTY

• 11.1 :- All intellectual property rights in the Goods belong to us and/or our licensors. You do not have any intellectual property rights in the Goods, or in any improvements or variations that may be made to them. You must not copy, reverse engineer, decompile, disassemble, or modify the Goods. Nothing contained in any of the Goods should be construed as granting, by implication or otherwise, any licence or right to use any trade mark without our prior written consent.

1. 12. SOFTWARE

• 12.1 :- This paragraph 12 applies to the extent the Goods includes software, whether a downloadable app or software, and/or access to software as a service (Software) and any documentation (Documentation).
• 12.2 :- We grant you a non-exclusive, non-transferable right to access and use the Software and the Documentation for use with the Goods for which that Software and Documentation has been provided.
• 12.3 :- You may require an account to use the Software (Account). You are responsible for the information provided to create Accounts, the security of any password for the Accounts and for any use of the Accounts and any password. If you become aware of any unauthorised use of an Account or password, you must notify us as promptly as possible.
• 12.4 :- You acknowledge and agree that the Software is continually evolving and as such we may:
• (a) :- add new services to the Software or make new applications, tools, features, or functionality available from time to time through the Software, the use of which may require you to agree to additional terms; and
• (b) :- make commercially reasonable updates to the Software, including to discontinue or replace any portion or feature of the Software.
• (c) :- Some of the changes will occur automatically, while others may require you to schedule and implement the changes.
• 12.5 :- You will:
• (a) :- provide us with all necessary access to such information as may reasonably be required by us, so that we can provide the Software (including services provided by the Software), including but not limited to your data for processing by us for the purpose of providing the services provided by the Software (Your Data);
• (b) :- be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to ours or our providers' data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to our network connections or telecommunications links or caused by the internet;
• (c) :- permit us to actively monitor and audit the Software to establish whether the Software is being used in accordance with the Contract; and
• (d) :- promptly disable any login account if we discover that any login details have been provided to any third party.
• 12.6 :- You will not:
• (a) :- except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
• (i) :- copy, modify, duplicate, create a derivative work from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
• (ii) :- attempt to reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Software;
• (iii) :- circumvent the user authentication or security of the Software or any related host, network, or account; or
• (iv) :- access all or any part of the Software to build a product or service which competes with the Software.
• 12.7 :- Third party components (which may include open source software) of the Software may be subject to separate licence agreements. To the limited extent a third party licence expressly supersedes the Contract, that third party licence governs your use of that third party component.
• 12.8 :- You agree that we may, at no charge, use and retain Your Data, content, materials or intellectual property you provide us, or that are input into or generated by the Software, to provide the Software to you, to improve and further develop our services, and to perform data analysis on an aggregated and/or anonymous basis, in all cases subject to us keeping Your Data confidential.
• 12.9 :- If the Software does not function substantially in accordance with the Documentation, we will modify the Software to conform to the Documentation.
• 12.10 :- You acknowledge that the Software is designed to be compatible only with that software and those systems specified as compatible by us from time to time. We do not warrant that the Software will be compatible with any other software or systems.
• 12.11 :- We do not warrant:
• (a) :- that the operation of the Software will be error-free or uninterrupted;
• (b) :- that the Software, Documentation and/or information obtained by you through the Software will meet your requirements;
• (c) :- the accuracy, correctness, reliability and completeness of any information, formulae, or calculation provided through the use of the Software (together referred to as Calculations). You acknowledge the results from any Calculations are for informational purposes only, and that the assumptions used and figures generated are for purposes of illustration and reference only, and are subject to change depending on a variety of factors, which may not have been taken into account in the computation. To the maximum extent permitted by law, we will not be liable for any form of loss or damage, arising out of or in connection with your reliance on and use of the Software. You agree that you will not rely solely on the Calculations and will carry out your own calculations (other than by using the Software) to verify the accuracy, correctness, reliability, and completeness of the Calculations.

1. 13. OUR LIABILITY

• 13.1 :- We only supply the Goods for your use in trade, and you agree not to use the Goods for any resale purposes or for any personal, household or domestic purposes.
• 13.2 :- To thee maximum extent permitted by law, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
• (a) :- any loss or damage to products that you use with the Goods;
• (b) :- any loss of profits, sales, business, or revenue;
• (c) :- loss of business opportunity;
• (d) :- loss of anticipated savings;
• (e) :- loss of goodwill; or
• (f) :- any indirect or consequential loss.
• 13.3 :- To the maximum extent permitted by law, our total liability to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the price of the Goods.
• 13.4 :- The following limitations on liability also apply:
• (a) :- to the extent permitted by law, we do not warrant and we exclude all liability in respect of the accuracy, completeness, fitness for purpose or legality of any information accessed using this Site;
• (b) :- it is your responsibility to ensure that the Goods are sufficient and suitable for your purposes and meet your individual requirements. You acknowledge that the Goods are standard and not made bespoke to fit any particular requirements that you may have.

1. 14. EVENTS OUTSIDE OUR CONTROL

• 14.1 :- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
• 14.2 :- If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
• (a) :- we will contact you as soon as reasonably possible to notify you; and
• (b) :- our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
• 14.3 :- You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 15 days. To cancel please contact us.

1. 15. GENERAL

• 15.1 :- Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
• 15.2 :- If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
• 15.3 :- Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
• 15.4 :- The Contract is between you and us. No other person has any rights to enforce any of its terms.
• 15.5 :- This Contract is governed by New Zealand law.