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Standard Terms and Conditions

1. Glossary


The word “All Sew Embroidery", where
it appears in these terms and conditions can be substituted for any or all of
All Sew Embroidery Ltd.


2. Order


All Sew Embroidery may refuse to accept any
order that does not meet its minimum requirements, from time to time, or
otherwise in its complete discretion.


3. Payment


3.1 Payment will be made without deduction
on or before the due date as agreed, upon acceptance of the application for
credit or the twentieth day of the month following the date of invoice or
delivery of the goods, whichever is the earlier.


3.2 If full payment is not received by All
Sew Embroidery from the Customer by the due date, then the Customer will be in
default under these terms and conditions and All Sew Embroidery may exercise all
of its rights and remedies available under these terms and conditions and at


3.3 If the debt has not been settled by the
due date, All Sew Embroidery reserves the right to do any or all of the


(a) Charge the Customer interest on amounts
overdue at the rate of 2.5% per month, calculated and payable on a daily basis
from the due date until the date of payment (inclusive of both dates).


(b) Withhold the further supply of goods
and services to the Customer.


(c) Vary or withdraw any approved credit
limits and/or terms of supply.


(d) Terminate these terms and conditions.


(e) Recover or resell its goods and have
its employees or agents enter the Customer's premises, or any other premises on
which the goods are stored, for that purpose. This action will incur a minimum
of $25 administration fee and any further charges from the company’s agent, to
be paid by the Customer in addition to any outstanding balance. All Sew Embroidery
need not make any further payment or provide any other consideration to the
Customer to have all necessary irrevocable authority from the Customer to
resell the goods.


3.4 The Customer will be responsible for
the Customer's own legal costs and all expenses which may be incurred by All
Sew Embroidery as a result of the default, including All Sew Embroidery's legal
and debt collection agency costs and any other cost incurred in recovering
amounts due or exercising any other rights and remedies against the Customer.


3.5 At no time will the Customer be
entitled to exercise any right of credit, set-off or counterclaim on amounts
due to All Sew Embroidery.


4. Price


4.1. All goods are supplied at the prices
ruling as of the delivery date and All Sew Embroidery reserves the right to
pass on to the Customer any change in price after the date of any quotation.
Prices are subject to change without notice. All Sew Embroidery's current
prices are available from All Sew Embroidery on request.


4.2. All prices are exclusive of goods and
services tax and any other tax or levy that may be applicable under law. All
taxes and levies that are applicable are payable by the Customer and are
additional to the prices Customer, at its discretion, freight charges to all
country areas, states and capital cities.


5. Return of goods


5.1. The Customer must notify All Sew
Embroidery in writing of any claimed errors or defects in the goods within
seven days of receipt of the goods or the date of All Sew Embroidery's invoice,
whichever is the earlier. The Customer must cooperate and allow All Sew
Embroidery to undertake any investigation in relation to the claim or the


5.2. Goods may only be returned with the
consent of All Sew Embroidery. All returned goods will require a goods return
number allocated by All Sew Embroidery before being accepted by the receiving


5.3. Return of goods is at the Customer's
cost and a handling fee of 20% of the price of the goods may be charged, at the
discretion of All Sew Embroidery, for all goods returned.


5.4. Returned goods must be in new
condition and have original packaging and must be clean and not have been worn.


6.Liability on claims


6.1. To the fullest extent permitted by
applicable law, All Sew Embroidery's liability for breach of any term,
condition or warranty, express or implied, or statutory or otherwise is limited
to the replacement or repair of goods (or part) or payment of the cost of
repairing or replacing the goods (or part), as All Sew Embroidery chooses.


6.2. Other than asset out in clause 6.1, All
Sew Embroidery accepts no liability or responsibility, and the Customer has no
claim whatsoever against All Sew Embroidery in any way, in connection with the
goods, or with any conduct or omissions by All Sew Embroidery, except pursuant
to All Sew Embroidery's express warranty in clause 9.


6.3. All Sew Embroidery will not be liable
for any consequential indirect or special loss of any kind or any loss caused
by the Customer's servants, agents or any persons whatsoever.


6.4. A refund will be available in respect
of standard off the shelf items provided the requirements of clause 5.1 are
satisfied and the goods are returned within 21 days of delivery. A refund will
not be available in respect of non-standard or modified goods, unless
authorised by All Sew Embroidery.




7.1. Property in the goods remains with All
Sew Embroidery until all monies owed by the Customer to All Sew Embroidery
(whether under these terms or conditions or otherwise) has been paid in full or
until property in the goods has passed to a third party in accordance with this
clause 7.


7.2. Until the goods have been paid for in
full, the following terms will apply:


(a) When dealing with the goods, the
Customer acts as principal as between the Customer and any third party and acts
as agent as between the Customer and All Sew Embroidery.


(b) The Customer holds the goods in a
fiduciary capacity as bailee for All Sew Embroidery and must store the goods
separately so that they are identifiable as All Sew Embroidery's property and
keep separate records for the goods.


(c) If the goods are sold, the proceeds of
the sale will be the property of All Sew Embroidery and must be held by the
Customer on a fiduciary basis in a separate bank account for the benefit of All
Sew Embroidery. Such proceeds will be payable to All Sew Embroidery immediately
without demand.


(d) The Customer must maintain the goods in
good, undamaged and saleable condition.


(e) All Sew Embroidery may, at any time,
pass title in the goods to the Customer by giving written notice to the
Customer and the Customer may sell the goods provided that the sale is in the
ordinary course of its business at arm’s length and at full market value and in
accordance with these terms and conditions.


8. Risk


Risk in any goods supplied to the Customer
will pass to the Customer when All Sew Embroidery parts with possession of the
goods in accordance with these terms and conditions, whether or not ownership
has passed to the Customer.


9. Warranty


Goods are supplied under the warranty
provided with the goods. The warranty is extended where necessary to comply
with the applicable laws in the country where the goods are sold by All Sew
Embroidery to the Customer. All Sew Embroidery will only supply warranty
service to goods that have been paid for in full and if the Customer is not in
breach of any of its obligations to All Sew Embroidery under these terms and
conditions or any other agreement. If All Sew Embroidery attends a claim for
warranty on site, and the fault is found to be the result of a non-warranty
issue, All Sew Embroidery reserves the right under these terms and conditions
to charge the Customer All Sew Embroidery's current rate for service calls as
at the time of the service. The warranty will not apply in respect of defects
which are attributable to accident, fair wear and tear or any action, omission
or neglect of the Customer or its agents.


10. Information and Privacy Act


For the purpose of facilitating the
efficient running of All Sew Embroidery's business, the Customer authorises All
Sew Embroidery to collect all information it may require from any third party
and authorises those third parties to release that information to All Sew
Embroidery and to hold all information given by the Customer or any third party
to All Sew Embroidery. The Customer may request access to and correction of
such information at any time.


11. Intellectual property


11.1. All rights, title and interests in or
to all trademarks, patents, inventions, discoveries (including serendipitous
discoveries), copyright (including future copyright), designs, electronic
files, business and domain names, know-how, concept, idea, reputation, trade
secrets, goodwill and any other intellectual, industrial or commercial property
in or relating to the goods or any related advertising, promotional,
distribution or sales information provided by All Sew Embroidery under these
terms and conditions are, and will remain, the property of All Sew Embroidery.
The Customer will have no right in such property and will not be permitted to
use such rights without the prior written consent of All Sew Embroidery.


11.2. The Customer may engage in internet
selling of the goods with the prior written consent of All Sew Embroidery, such
consent may be given or withheld in All Sew Embroidery's absolute discretion.


12. Delivery


All Sew Embroidery will make every effort
to keep to delivery schedules, but will not be liable for any delivery delays
whatsoever. All goods are supplied "ex works". Point of delivery will
be to the Customer's premises unless otherwise agreed in writing.


13. Waiver and forbearance


All of All Sew Embroidery's rights will
remain in full force despite any failure, delay or partial exercise in
enforcement. All Sew Embroidery will not be deemed to have waived any right
unless that waiver is in writing and signed by a duly authorised officer of All
Sew Embroidery. Any waiver will apply only to that particular matter in respect
of which it is given.


14. Assignment


All Sew Embroidery is entitled, at any time,
to assign to any other person all or part of the debt owed by the Customer. The
assignee will be entitled to claim full rights to set off or counter claim
against the Customer, its charge holders or successors in respect of the debt
or part of the debt which is assigned. The Customer is not entitled to assign
or subcontract any of its rights or obligations under these terms and
conditions without the prior written consent of All Sew Embroidery.


15. Entire contract


All Sew Embroidery and the Customer agree


(a) These terms and conditions express the
complete agreement between them;


(b) There has been no representation made
by either party to the other except as expressly set out in these terms and


(C) These terms and conditions override any
inconsistent terms and conditions of the Customer; and


(d) These terms and conditions are subject
to change by written notice from All Sew Embroidery to the Customer.


16. Termination


16.1. These terms and conditions (including
any unperformed obligations of All Sew Embroidery) may be terminated by notice
in writing from All Sew Embroidery to the Customer in the event that the


(a) Is in breach under clause 3 or any
other obligation owed to All Sew Embroidery; or


(B) becomes insolvent;


(c) Becomes subject to the appointment of
an administrator, receiver, receiver and manager, liquidator, statutory manager
or any other person carrying out an equivalent function;


(D) commits an act of bankruptcy;


(e) Makes a scheme of arrangement with its
creditors; or


(F)        has
its membership to the All Sew Embroidery plus Dealer Program revoked by All Sew
Embroidery (if applicable).


16.2. On termination, no further goods and
services will be supplied by All Sew Embroidery to the Customer and the
Customer must immediately:


(a) Pay All Sew Embroidery any sums due to
All Sew Embroidery under these terms or conditions or any other agreement or


(b) Cease all use of, and return or
destroy, All Sew Embroidery’s intellectual property, including any advertising
or promotional materials; and


(c) Provide details to All Sew Embroidery
of any unfulfilled orders or enquiries received by the Customer in respect of
the goods.


17. Cancellation


Following All Sew Embroidery's acceptance
of an order, no purported cancellation of any order by the Customer will be
effective unless and until accepted by All Sew Embroidery in writing.


18. Errors and omissions


All Sew Embroidery reserves the right to
correct any clerical errors or omissions in any quotation at any time,
including but not limited to any errors in computation in any quotation,
whether or not the correction results in an increase or decrease in the price
or any other change to the quotation or any order placed on the basis of the


19. Governing law and jurisdiction


The governing law is Zealand and the
parties irrevocably and unconditionally submit to the nonexclusive jurisdiction
of the courts exercising jurisdiction in New Zealand and any courts which have
jurisdiction to hear appeals from any of those courts and waives any right to
object to any proceedings being brought in those courts.




All Sew Embroidery Ltd
15-17 Empire Street
Cambridge 3434,
Ph: 07 827 8912
Fax: 07 827 0828
Email us