Oceania Vape Group operates under its parent company SYMET LTD.

The following terms (Trade Terms) apply to, are incorporated into and govern every contract entered into between SYMET LTD and you for the supply of any products, inventory, any other Goods, and/or services by SYMET LTD to you (Customer) at any time.

SYMET LTD can vary these Trade Terms at any time by notifying you of any amendments on its website at www.ovg.co.nz. It is a condition of ongoing supply, pursuant to any contract between you and SYMET LTD or any order for the supply of Goods that you may place with SYMET LTD, that these Trade Terms are signed and returned to SYMET LTD.

 

  1. Orders: Orders for Goods (Orders) must be placed on the form provided for that purpose by SYMET LTD on its website or otherwise (Order Form) and all details required on that Order Form must be completed in full. All orders are taken subject to acceptance by SYMET LTD and SYMET LTD reserves the right to reject any Order in its sole discretion. A quotation or estimate does not give rise to a binding contract until you place an Order which is subsequently accepted by SYMET LTD. Once an Order is accepted by SYMET LTD, that Order is irrevocable and, together with the relevant Order Form, any credit application and these Trade Terms, shall form a contract between you and SYMET LTD (Contract). 

  2. Back Orders: Any Order for Goods that are unavailable at the time of such Order will be placed on back order. Back orders that are: (a) less than one month old will be supplied without prior notice; and (b) more than one month old will not be supplied without your consent.

  3. Price for Goods: Prices given are exclusive of GST and other applicable taxes and duties, which, where applicable, are payable by you in addition to the price. Prices may be altered at any time and the applicable price will be the current price at time of despatch.

  4. Resale prices: The resale prices indicated in any price list provided to you by SYMET LTD are non-binding suggestions only.

  5. Handling charges: Invoices under $200 (ex GST) attract a packing and handling charge of $15 plus GST; and over $200 (ex GST) qualify for free packing and handling. 

    All back orders are exempt from packing and handling fees. These fees may be wiped at the sole discretion of SYMET Ltd.

  6. Payment: Payment for Goods must be made without set off or deduction, not later than the due date on the invoice. If you fail to make any payment to SYMET LTD by the date due for payment, SYMET LTD may, at its sole discretion (and without prejudice to any other rights or remedies available to it) require you to pay, on demand, default interest on any amount outstanding at 2.5% per month accruing on a daily basis from the due date for payment until the date when payment is actually made. You will be liable to pay all expenses and costs (including legal costs on a solicitor-client basis) in connection with SYMET LTD recovering or attempting to recover any overdue amount.

  7. Delivery: Delivery of Goods to you shall occur when SYMET LTD places such Goods at the disposal of SYMET LTD's nominated carrier at SYMET LTD's premises, unless the parties otherwise agree in writing (Delivery) and no failure or refusal by you to take possession of any Goods shall affect the time of Delivery. Any time stated for Delivery on an Order Form or otherwise is an estimate only and not of the essence of the Contract, and SYMET LTD will in no event be liable for any late Delivery. 

  8. Buy Back Scheme: If Customers eligible (such as dairies and liquor stores) for SYMET LTD’s buy back scheme have sold less than 1/3 of the stock from their first order within the first 90 days of receiving SYMET LTD’s Invoice, they can request that SYMET LTD’s buy the Goods back at the original price. The Goods must be in the same condition as when received. Assessment of the condition of the Goods is at the sole discretion of SYMET Ltd. If the Customer has placed a second order, this offer is void.

  9. Risk: All risk of loss or damage in, or in relation to, Goods shall pass to you upon Delivery. 

  10. Delivery costs: Subject to clause 9, notwithstanding that Delivery has occurred SYMET LTD shall bear all reasonable costs of SYMET LTD's nominated carrier in transporting Goods to your premises, being those premises notified to SYMET LTD by you from time to time, on such terms as SYMET LTD may agree with SYMET LTD's nominated carrier in SYMET LTD's sole discretion, provided that SYMET LTD shall not be responsible or liable for any loss or damage to any Goods, or any loss or damage that you may suffer in relation to the transport of Goods, following Delivery. 

  11. Non-delivery if payment in arrears: SYMET LTD may refuse to deliver Goods ordered by you if payment of any monies owing to SYMET LTD by you is in arrears, notwithstanding that SYMET LTD has accepted any relevant Order.

  12. Health and safety: You must adopt and comply with all health and safety legislation and applicable codes of practice in respect of premises which SYMET LTD agents, employees or officers are required to access for purposes of Delivery of any Order. You must draw to the attention of SYMET LTD and its agents, employees and officers your own health and safety policies if relevant to their access to your premises.

  13. Defects and returns:
    • You must give SYMET LTD written notice of any failure of any Goods within seven days of Delivery, unless expressly agreed otherwise by SYMET LTD. Where such notice is validly given SYMET LTD shall, in its sole discretion, either repair or replace the defective or non-complying Goods or, subject to clause 14, refund the price paid by you for such Goods. 

      Any replaced defective Goods shall become the sole property of SYMET LTD upon Delivery of the relevant replacement Goods and, if required by SYMET LTD, shall be returned to SYMET LTD at SYMET LTD's cost. If you do not notify SYMET LTD of such failure within the specified period, you shall be deemed to have accepted such Goods as being free of defects and complying with all relevant specifications.

    • SYMET LTD may, at its discretion, delay replacement of, or refund of the price of, any Goods for so long as you are in default in relation to any indebtedness of you to SYMET LTD. 

  14. Credit policy: Goods are supplied in good faith and on a firm sale basis, and not on a consignment or "sale or return” basis.

    Subject to that, only Goods supplied in error or that are faulty will be considered for credit.

    When requesting a credit an application must be made to SYMET LTD Head Office prior to Goods being returned.

    Credit claims must be lodged within seven days of Delivery of Goods and should include packing slip details and details why the credit is required.

  15. Security: On signing these Trade Terms you grant a continuing security interest in favour of SYMET LTD in all present and after acquired Goods (including, for the avoidance of doubt, products, inventory, equipment and any other Goods), as security for payment of all amounts owing, and the performance of all obligations, under any Contract. 

  16. Limited warranty: SYMET LTD warrants that Goods sold to you will comply in all material respects with the relevant Goods specifications notified by SYMET LTD to you from time to time and will be free from material defects.

  17. Representations and warranties: Except for the warranty contained in clause 16, SYMET LTD expressly excludes, and you shall not be entitled to rely or seek to rely on, any representation, undertaking, statement or warranty whatsoever, express or implied, made by or on behalf of SYMET LTD concerning the Goods. 

  18. Consumer Guarantees Act:
    • You will not do or omit anything which gives rise to any liability on your part or on the part of SYMET LTD under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986.

    • You will not make any representation or give any guarantee, warranty or other undertaking in relation to the Goods or any services provided in connection with the Goods to Customers other than as shown on packaging, promotional material or documents supplied by SYMET LTD to you or as otherwise authorised in writing by SYMET LTD.

    • You shall not hold yourself out as an employee, agent or representative of SYMET LTD to any person. 

    • You acknowledge that any Goods you acquire will be for business purposes and that, accordingly, the provisions of the CGA are excluded. 

  19. Exclusion of liability: To the maximum extent permitted by law SYMET LTD shall not be liable to you or any third parties for any loss, damage, expenses, injury or consequential, indirect or special loss, loss of profits or loss of opportunity arising directly or indirectly from the supply of Goods to you; any breach of any of SYMET LTD's obligations under these Trade Terms or any other agreement SYMET LTD has with you; any cancellation of any Contract or other agreement SYMET LTD has with you; any late or non-delivery of Goods; or negligence on the part of SYMET LTD, its servants, agents or contractors. 

  20. Your liability: You covenant and agree with SYMET LTD that you assume sole and entire responsibility for, and indemnify SYMET LTD from, any and all claims, liabilities, losses, expenses, responsibilities and damages by reason of any claim, proceedings, action, liability or injury arising out of or as a result of:

    • a breach of these Trade Terms by you or by any person for whom you are responsible; or

    • any wilful, negligent or unlawful act or omission by you or any person for whom you are responsible. 

  21. Implied warranties excluded: To the extent permitted by law, all terms, conditions, warranties and representations, express or implied by statute or otherwise as to the description, merchantable quality or fitness for purpose of the Goods are excluded, provided if:

    • any condition or warranty is implied into these Trade Terms under any trade practices, sale of Goods, fair trading or other applicable legislation and cannot be excluded; or

    • notwithstanding the other provisions of this clause 21, SYMET LTD has any liability to you, then to the fullest extent permitted by law the liability of SYMET LTD for claims by you for breach of the condition or warranty so implied or otherwise will be limited at the option of SYMET LTD to the repair or replacement of such defective or non-compliant Goods or a refund of, or credit for, the Contract price of such Goods. 

  22. Your default: SYMET LTD may suspend or terminate any Contract, and payment for Goods delivered and work performed up to the date of suspension or termination and any other moneys payable under these Trade Terms shall immediately become due and payable, if you: (a) fail to pay any moneys due to SYMET LTD; (b) fail to perform any of your obligations to SYMET LTD under these Trade Terms or any other Contract with SYMET LTD; (c) are unable to pay your debts as they fall due or cease or threaten to cease conducting your business in the normal manner; (d) enter into, or attempt to enter into, any composition, assignment or other arrangement with, or for the benefit of, your creditors; (e) become, threaten or resolve to become, or are in jeopardy of becoming insolvent; (f) being a partnership, dissolve, threaten or resolve to dissolve or are in jeopardy of dissolving; or (g) being a natural person, die. 

  23. Clauses to survive:Clauses 16,18, 19 and this clause 23 shall survive the termination or expiration of any Contract. 

  24. Force Majeure: Neither party shall be liable for any delay or failure to perform any obligation in whole or in part under these Trade Terms or for any loss or damage (including indirect or consequential loss or damage) if such delay or failure is due to Force Majeure (as that term is commonly understood). Nothing in this clause 24 shall excuse payment of any amount owing as it becomes due under these Trade Terms. 

  25. Miscellaneous:
    • Conflicting Terms: In the case of any conflict between an Order or other document submitted by you on the one hand, and these Trade Terms and/or any other document issued by SYMET LTD on the other hand, these Trade Terms and/or such other document issued by SYMET LTD shall prevail. 

    • Credit Enquiries: You hereby authorise SYMET LTD to make any enquires relative to your trading history or creditworthiness which it may consider necessary from time to time, and for that purpose to disclose to and seek from any party whatsoever any information SYMET LTD requires in relation to extending credit to you. 

    • Variation: Any verbal agreement which does not conform to these Trade Terms shall not be binding on SYMET LTD unless it has been confirmed by SYMET LTD in writing. 

    • Privacy:You: (a) hereby request and authorise the parties referred to in clause 25.2 to supply the information referred to in that clause to SYMET LTD; (b) agree that any other information collected by SYMET LTD about you is accessed or collected for the use of SYMET LTD in the course of its business, including direct marketing activities; (c) acknowledge (if you are an individual) that all information provided by you will be held by SYMET LTD subject to your right to access to and correction of such information provided by the Privacy Act 1993.

    • Warranties: You warrant that you have used, and will use, your own skill and judgement in deciding to enter into any Contract, and that you have not relied and will not rely on any representation made by SYMET LTD which is not stated expressly in these Trade Terms, or upon any descriptions, illustrations or specifications of Goods contained in any document (including catalogues or publicity material) produced by SYMET LTD. 

    • Assignment: SYMET LTD may assign any Contract or any of its rights, duties or obligations under any Contract at any time. 

    • Intellectual property: You acknowledge that neither you nor anyone you are responsible for has, or will acquire, any right, title or interest in SYMET LTD's intellectual property (including any intellectual property in the Goods), and neither these Trade Terms nor your use of SYMET LTD's intellectual property transfers any title or ownership in any of the same to you.

    • Entire Agreement: With respect to any Contract, the provisions of these Trade Terms, any relevant Order Form and any relevant credit application constitute the entire agreement between the parties with respect to their subject matter and supersede all previous understandings, arrangements, agreements and communications, whether verbal or written, between the parties or their advisers with respect to that subject matter.