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Wholesale Terms and Conditions

Wholesale T&Cs

 

How to Order

Please contact Sara at shopwithnooni@gmail.com to receive an orders form. This may change to an online form in the future. 

 

1 Trading Terms

1.1 Ownership of all goods (this includes any promotional materials, signs, stands, etc provided free of charge to the Customer) remain the property of NOONI until fully paid for and of any other amounts owing by you to NOONI, except for the intellectual property which belongs as the property of NOONI as per clause 12. 

1.2 By requesting NOONI to supply Goods to you, you acknowledge and agree (or you are deemed to acknowledge and agree) to these Wholesale Terms and Conditions.

 

2 Wholesale Pricing

NOONI agrees to sell at the wholesale price specified in the current wholesale pricing list. The prices are exclusive of GST, shipping, customs duties and are in New Zealand dollars. Retail promotions and codes cannot be used for wholesale. Prices may change from time to time. You will be notified of this by email.

 

3 Payment Terms

All wholesale orders from NOONI require a completed order form and payment in advance (pro-forma). Delivery will not be made until the invoice has been paid in full.

 

4 Payment Methods

Payments may be made by bank transfer only.

 

5 Delivery

5.1 Dispatch date will be notified upon order this will exclude transit time. Given that most or all of NOONI products are handmade, delays can be expected depending on the quantity ordered. All goods ordered are subject to availability and are packed and shipped at the Customer’s expense.

5.2 NOONI will contact the Customer if there are any unexpected delays or back-orders exceeding the agreed delivery time. If you have any issues with our courier service please contact us as soon as possible.

 

6 Guarantee

NOONI guarantee’s that our products are made with high quality fabrics and material. The product must be cared for and stored in a non-damp, clean environment and items should not be scrunched up.

 

7 Returns/Exchanges

Wholesale product may not be returned or exchanged unless damaged. All NOONI products are inspected before packaging. Please inspect all shipments upon arrival. Please contact us at shopwithnooni@gmail.com within 5 days of receipt of damaged or defective orders. Returned merchandise may be replaced with new merchandise or full refund at NOONI’s discretion. Returned merchandise will not be accepted if it is held for more than 15 days after receipt.

 

8 Risk and Liability

The Customer will take responsibility and liability of goods supplied from the moment of delivery with no recourse to NOONI.

  

9 Branding

NOONI branded products are supplied to you for resale under the NOONI branding and cannot be rebranded. How NOONI items will be displayed and advertised will be agreed upon discussion. NOONI may require you to display or advertise products in a certain way. You may be required to display items and you may be supplied items such as any promotional materials, signs, stands, etc provided free of charge to the Customer.

 

10 Samples and images

Unless otherwise expressed in writing, NOONI  does not warrant that the quality, weight, designs or colour of the Goods corresponds to any specific description, image or sample

 

11 Force Majeure

NOONI will not be liable for any failure to perform or delay in performance of its obligations under these terms caused by a Force Majeure beyond its reasonable control.

 

12 Intellectual property

12.1   All Intellectual Property rights and interests owned or used by NOONI in connection with its business belong to or are licensed to NOONI. You may not use any of the Intellectual Property without the written permission of NOONI, except as otherwise provided for in clauses 12.2 to 12.3.

12.2    You undertake to use the Brand Name and, if required by NOONI, Logo when advertising Goods supplied by NOONI and anywhere where the Goods are described or named including on websites, labels and invoices.

12.3    NOONI grants you a personal, non-exclusive, non-transferable, and non-assignable license to use the NOONI Brand Name and Logo for the purposes of the clause above.

12.4    You must not use or permit the use of the Brand Name or Logo in any manner that would be detrimental to or inconsistent with the good name, good will, reputation and image associated with the Intellectual Property or NOONI.

12.5    You must obtain NOONI’s prior written approval of the manner in which you intend to use the Brand Name and (if applicable) Logo.

12.6    The licence in clause 12.3 may be revoked by NOONI by written notice to you.

 

13 Governing law

These Terms and Conditions shall be governed by and construed in accordance with the laws of New Zealand. The Courts of New Zealand have exclusive jurisdiction to hear and determine any matter, which may arise out of or in connection with these Terms and Conditions.

 

14 Liability

14.1    NOONI shall not be liable:

  1. where you have altered or modified the Goods, misapplied the Goods, not followed NOONI’s instructions in respect to the Goods or have subjected them to unusual or non-recommended use or handling;
  2. for defects in any Goods manufactured by any Third Party;
  3. for loss or damages caused wholly or partly by any factors beyond our control, including, without limitation, any loss resulting from a delay in production or supply of the Goods;
  4. for any indirect or consequential loss of any kind;
  5. where the terms of any written warranty have not been complied with, or any manufacturer’s handbook provided to you has not be complied with.

14.2    Without limiting clause 14.1 above, NOONI’s total liability arising out of any claim for loss or damages, however arising, shall not exceed the value of the Goods which are the subject of the claim and in no circumstances will NOONI be liable where notice of a claim is not provided within 5 working days of delivery of the Goods.

 

15    Termination

NOONI may terminate this agreement with immediate effect by giving written notice to you if:

  1. you have failed to comply with a written notice given by NOONI specifying a breach of the agreement and requiring you to remedy it within 14 days; or
  2. being an individual, you are made bankrupt; or
  3. being a company, you are placed in liquidation or receivership.

On termination NOONI shall have the right to deal with the Goods at its absolute discretion.

 

16 Minimum Order

Unless otherwise agreed, products will be subject to a minimum price or unit quantities. This price or quantity can change at the discretion of NOONI.

 

17 Reselling

NOONI products cannot be resold on seller hubs such as TradeMe, Ebay, Amazon, Aliexpress, DHGate etc...

 

18 Interpretation

  • “Brand Name” means “NOONI” or any other brand name as notified in writing by NOONI from time to time.
  • “Force Majeure” means any of the following events or occurrences and the effects thereof: fire, storm, flood, earthquake, landslide, explosion, accident, act of a public enemy, war, rebellion, insurrection, riot, civil commotion, sabotage, epidemic, quarantine restrictions, labour disputes, transportation embargoes, national or international oil or fuel shortage, acts of God, acts of government or any agency or judicial action.
  • “Goods” means any goods supplied by NOONI from time to time. 
  • “Intellectual Property” means the content and design of all products and branding, including without limitation, trademarks, copyrights, registered designs, symbols and logos. 
  • “NOONI” means INOON Limited trading as “NOONI”.
  • “Logo” means the stylised depiction of the Brand Name as it appears on the website www.nooni.co.nz or any other logo as notified in writing by NOONI from time to time. 
  • “Third Party” means any party, other than NOONI, including suppliers or manufacturers of the Goods.
  • “You” means the account holder who places the order for Goods subject to these terms and conditions.