2025 - Celebrating 20 years of FLOX

Wholesale Terms and Conditions

These Terms of Trade ("Agreement") set out the terms governing the relationship between FLOX ("Company") and its customers ("Customer"). By engaging in any business transaction with the Company, the Customer agrees to these terms.

1. Definitions, unless stated otherwise:

  • "Company" refers to FLOX.
  • "Customer" refers to any party purchasing goods or services from the Company.
  • "Goods" refers to all products or services provided by the Company.
  • "Agreement" refers to this document and its terms.

2. Privacy Compliance:

The Company adheres to New Zealand’s Privacy Act 2020. Any personal information collected from the Customer is used solely for business purposes and handled in accordance with applicable privacy laws.


3. Payment Terms & Default Consequences:

Customers must comply with the agreed payment terms:

  • Stage 1 – Pro Forma: Full invoice amount, including shipping, must be paid before dispatch.
  • Stage 2 – 15-Day Account (Limited to 3 Orders): Customers have 15 days from purchase to settle invoices. Late payments result in reverting to Pro Forma terms.
  • Stage 3 – Standard Terms (NET): After three successful transactions, payment is due in 30 days from your purchase date. 

If payment is overdue:

  • Interest may be charged on outstanding balances at [insert interest rate] per month.
  • Persistent non-payment may result in debt collection, with the Customer liable for associated costs.
  • The Company reserves the right to suspend further transactions until payment is cleared.
  • Any change of ownership at a store results in a return to Pro Forma payment terms.
  • Minimum first order value is $300.

4. Security Interest (PPSA Compliance):

  • The Company retains a security interest in all goods until full payment is received.
  • Customers acknowledge the Company’s right to register this security interest under the Personal Property Securities Act (PPSA).
  • If payment defaults, the Company reserves the right to reclaim and resell goods.

 

5. Electronic Transactions:

  • Electronic communications (e.g., emails, e-invoices) are considered legally binding.
  • While the Company takes precautions to secure digital transactions, it is not liable for losses due to unauthorized access or cyber threats.

 

6. Consumer & Contractual Rights:

  • The Consumer Guarantees Act 1993 applies to eligible Customers.
  • Contractual remedies are subject to the Contractual Remedies Act 1979.

7. Title, Security & Charges:

  • Ownership of goods remains with the Company until full payment is made.
  • The Company holds security over unpaid goods.

8. Pricing:

  • Prices are as per the agreed rate or Company’s price list (including applicable taxes).
  • Prices may change at the Company’s discretion but will not affect confirmed orders.

 

9. Returns & Defects:

  • Customers must inspect goods upon receipt and report defects within 5 days.
  • The Company may replace faulty goods or provide a refund at its discretion.

 

10. Limitation of Liability:

  • The Company is not liable for indirect or consequential damages.

 

11. Acceptance of Goods:

  • Goods are deemed accepted unless the Customer submits a rejection notice within 5 days of delivery.

 

12. Delivery Terms:

  • The Company aims to meet delivery timeframes but is not responsible for delays.
  • Risk of loss or damage transfers to the Customer upon delivery.

 

13. Warranty:

  • The Company warrants that goods are fit for purpose if used as instructed.
  • Second-hand goods are sold "as-is," with no warranty unless otherwise stated.


14. Cancellations:

  • Orders cannot be cancelled without the Company’s written approval. Costs incurred up to cancellation must be covered by the Customer.

 

15. Intellectual Property:

  • All intellectual property related to goods and services remains the exclusive property of the Company.

 

16. Dispute Resolution:

  • Parties will attempt to resolve disputes through good-faith negotiations before seeking legal action.

 

17. Force Majeure:

  • The Company is not liable for failure to perform due to unforeseen events beyond its control (e.g., natural disasters, strikes, or regulatory changes).

 

18. Subcontracting & Offsets:

  • The Company may subcontract obligations if needed.
  • Customers cannot offset owed amounts against claims without written approval.

19. Review of Terms:

  • The Company may update these terms, with the latest version available on its website or upon request.


20. Governing Law

  • This Agreement is governed by the laws of New Zealand, with disputes handled exclusively in New Zealand courts.

By conducting business with FLOX, the Customer agrees to these terms.