Your wholesale agreement

These terms govern every wholesale sale by Bluebells Cakery Limited to approved business customers in New Zealand.

1. Definitions and application

1. "We", "us", "Bluebells" means Bluebells Cakery Limited (NZBN 9429030725577).
2. "Customer", "you" means the business named in the approved wholesale application, and its successors and permitted assigns.
3. "Products" means any goods we supply to you under a wholesale account.
4. "Order" means a request for Products submitted through our wholesale order form, by email or by phone.
5. These terms apply to every Order and override any terms in your purchase orders or documents, unless we agree otherwise in writing.
6. You acquire the Products for business purposes. The Consumer Guarantees Act 1993 does not apply, and the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986, to the extent permitted by law. Both parties agree this is fair and reasonable.
7. We may update these terms by giving you 30 days' written notice. Orders placed after that date are governed by the updated terms.

2. Accounts, approval and pricing

1. Wholesale accounts are available only to registered New Zealand businesses. We may approve or decline any application at our discretion, without giving reasons.
2. You confirm that all information in your application is true and complete. You must tell us in writing within 7 days of any change to your business name, ownership, address, NZBN or accounts contact.
3. We may run credit checks and request trade references. You authorise us to collect and use this information to assess and manage your account, in line with the Privacy Act 2020.
4. The application must be signed electronically by a person authorised to bind your business. By giving their full name and relationship to the business (for example director, owner or partner), typing their name as a signature and submitting the application, that person confirms their authority and accepts these terms on behalf of the business. You agree this is a valid electronic signature under Part 4 of the Contract and Commercial Law Act 2017.
5. Your trade price is a discount off our recommended retail price (RRP), agreed when your account is approved. All prices exclude GST unless stated.
6. We may change RRPs, your discount rate or the products available to you by giving 30 days' written notice. Confirmed Orders keep the price at the time of confirmation.
7. Your trade pricing is confidential. You must not share it with any third party.
8. You are responsible for anyone who places Orders using your login. Keep your login details secure.

3. Orders, changes and cancellations

1. An Order is accepted only when we confirm it in writing or issue an invoice for it.
2. Orders are subject to availability. If we can't supply all or part of an Order, we will tell you and you will only be charged for what is supplied.
3. Minimum order: 24 units per product, with quantities in multiples of 24 (24, 48, 72 and so on), unless we state a different MOQ for that product.
4. Lead time: Orders must be placed at least 28 working days before the delivery date.
5. You may change or cancel an Order up to 14 working days before the delivery date. After that, the Products are made to order and the full Order amount is payable.
6. We may cancel an Order, with a full refund of any amount paid for it, if your account is on hold or we are unable to supply.

4. Delivery, risk and claims

1. You choose a delivery date and address for each Order. Delivery is on weekdays only. You may collect by arrangement. Delivery fees depend on the delivery location and the size of the Order. We confirm the fee before the Order is accepted, and it is shown on your invoice.
2. Delivery dates are estimates. We are not liable for any loss caused by a late delivery, but we will tell you as soon as possible about any delay.
3. Risk in the Products passes to you on delivery, or when you collect them.
4. You must check the Products on delivery. Report any damaged, missing or incorrect items within 24 hours, with photos where possible.
5. If a claim is accepted, we will replace the Products or credit your account, at our choice. This is your only remedy for a defective or short delivery.
6. Because the Products are perishable, they cannot be returned for change of mind or overstock.

5. Payment terms

1. First order: your first Order must be paid in full, in cleared funds, before delivery.
2. After that: invoices are due by the 20th of the month following the invoice date.
3. Payment is by bank transfer to the account shown on the invoice, quoting the invoice number. You must pay without any set-off, deduction or counterclaim.
4. Overdue accounts: if any amount is overdue, we may put your account on hold, stop processing or delivering Orders, and withdraw credit terms. We may then require payment in advance for future Orders.
5. Interest: we may charge interest on overdue amounts at 10% per month, calculated daily from the due date until paid in full.
6. Collection costs: you must pay all costs we incur in recovering overdue amounts, including debt collection agency fees and legal costs on a solicitor-and-client basis.
7. Payments are applied first to collection costs, then interest, then the oldest outstanding invoice.
8. If you become insolvent, go into liquidation or receivership, or breach these terms, all amounts owing become due immediately.

6. Ownership

1. Ownership of the Products stays with us until you have paid in full for them and all other amounts you owe us.
2. Until then, you may sell the Products in the ordinary course of business, but you hold the proceeds on trust for us.

7. Food safety, storage and resale

1. You must store and display the Products as directed on the label and by us, and must not sell them after their best-before or use-by date.
2. You must not open, repackage, relabel or alter the Products, or sell them as anything other than Bluebells products.
3. Ingredient and allergen information is on each label. You are responsible for passing this information on to your customers.
4. We may set a recommended retail price. Any resale price is your decision alone.

8. General

1. Brand use: you may use our name, logo and product images only to promote and sell the Products, in line with any brand guidelines we provide. We may refer to you as a stockist, including on our website and social media.
2. Liability: to the extent permitted by law, our total liability for any claim is limited to the price of the Products the claim relates to. We are not liable for any indirect or consequential loss, including loss of profit.
3. Force majeure: we are not liable for any failure or delay caused by events beyond our reasonable control.
4. Suspension and termination: either party may close the account with 14 days' written notice. We may suspend or close your account immediately if you breach these terms or become insolvent. All amounts owing then become due immediately.
5. Assignment: you may not assign your account or these terms without our written consent.
6. Notices: notices may be sent by email to the addresses on your account.
7. Governing law: these terms are governed by New Zealand law, and the New Zealand courts have exclusive jurisdiction.

End of terms