Music Link Terms & Conditions of Trade
The terms of trade set out below govern all of the supplies of goods and services from Webb Enterprises Limited trading asMusic Link (Music Link) to you (Customer).
1.
1.1
1.2
1.3
1.4
1.5

OrdersMusic Link accepts orders from the Customer only on the terms set out in these Terms of Trade (Order). An Order has not been
accepted by Music Link until confirmed in writing by Music Link.
Where Music Link delivers an order by instalments, each instalment will comprise a separate contract.
Orders may be cancelled only if Music Link agrees in writing to the cancellation and the Order has not been processed by Music Link.
The brands and/or products that the Customer is able to order from Music Link for resale are set out in schedule 1. Schedule 1
can be changed at anytime without notice by Music Link.
By placing an Order and/or accepting goods or services from Music Link, the Customer is deemed to have accepted theseTerms of Trade

6.2

6.3

6.4
2.
2.1
2.2

DeliveryAll Orders are shipped ex our Auckland warehouse.
The Customer does not have the right to possess goods until they are delivered to the Customer. Where the Customer asks forgoods to be delivered directly to another person, that person takes possession of the goods as the Customer’s agent.
2.2.1
Where goods appear to be missing or damaged the Customer must notify Music Link immediately and in any event		
within 5 days of delivery, if notice is not given within this time the goods shall be deemed to be accepted		by the Customer.
2.2.2
All claims for shortage or damage during delivery must be made to the carrier within 5 days of delivery.		
Music Link is not liable for shortage or damage during delivery.
2.3 Music Link will make every effort to ensure delivery of goods or performance of services is on time but will not be liable for anyloss or damage arising in anyway from any delay in delivery or performance.
3.
3.1
3.2
3.3
3.4
3.5

Price
Prices are subject to change without notice. Music Link will invoice goods at the prices ruling at the time the Order is placed.
The Customer will be charged freight. The freight charge includes packaging and a portion of administration fee. Where theCustomer requests a special mode of delivery, the Customer will be responsible for the cost
The Customer agrees to pay goods and services tax and any other government duties, levies or taxes in respect of the goods orservices provided by Music Link.
Authorised reseller discounts off the recommended retails prices are set out in schedule 2. These discounts are subject tochange without notice.
Music Link will not be bound by clerical errors or omissions whether in computation or otherwise in any quotation, 		
acknowledgment or invoice and the same shall be subject to correction.

6.5

7.
7.1.

Goods returned for creditMusic Link will not accept the return of goods which are not faulty, unless Music Link in its sole discretion, agrees in writing totheir return. If Music Link agrees to the return of the goods a restocking fee may be charged. The goods must be returned
freight and insurance prepaid in original packing in “as new” and saleable condition, with a copy of the original purchase invoice
including the RA number to be provided by Music Link clearly noted.

8.
8.1.

Music Link Warranties
Goods are subject to the manufacturers’ warranties only. Music Link will use reasonable endeavours to assign to the Customer
the benefit of any manufacturers’ warranties (where possible), without itself being directly liable to the Customer under
any warranty.
Other than for any warranties provided in writing by Music Link, Music Link makes no representation and gives no 		assurance, condition or warranty of any kind to the Customer (including any assurance, condition or warranty implied bylaw to the extent that the assurance, condition or warranty can be excluded) in relation to the goods and Services andaccepts no liability for any assurance, condition, warranty, representation, statement or term not expressly set out in theseTerms of Trade.
Where goods are subject to a return to base warranty, the Customer is responsible for returning them to Music Link, and theCustomer may be responsible for additional costs including (but not limited to) freight.
Any warranty will be voided by damage to or misuse of the goods, including problems caused by misuse or damage after
the goods have left Music Link’s care, negligent installation or operations, inadequate packaging, cleaning or maintenance,
unauthorised repairs, modifications or the addition of hardware, software or consumables not supplied by Music Link.
Where the goods or services that you acquire from Music Link are not of a kind ordinarily acquired for personal household
or domestic use or consumption, or where you acquire, or hold yourself out as acquiring, the goods or services for thepurposes of a business, the provisions of the Consumer Guarantees Act 1993 and the conditions, warranties and guarantees
set out in the Sale of Goods Act 1908 or implied by common law will not apply and are excluded from these Terms of Trade.

8.2.

8.3.
8.4.

Payments
The Customer must pay for goods or services on placement of the Order, unless Music Link has agreed in writing to extend toopen a credit account.
4.2 Music Link reserves the right to require payment of the whole or part of the price of the goods or services before accepting any Order.
4.3 The Customer will not be considered to have paid until the payment has been fully cleared through the banking system into
Music Link’s bank account.
4.4 Payment is to be made without deduction or set off in cash or in such other manner as Music Link shall stipulate from time to time.
4.5 If Music Link has agreed to accept payment by direct debit from the Customer’s bank account, the Customer undertakes tokeep its bank account in sufficient funds to meet the direct debit. If any direct debit is reversed, Music Link will refuse to supply
any further goods until the Customer has paid all outstanding sums in full.
4.6 Where Music Link has agreed to extend credit to the Customer, the Customer must pay in full by the 20th day of the monthfollowing the date of invoice. If the Customer’s account becomes overdue, Music Link reserves the right to place the account on
a non-supply or cash only basis.
4.7 Interest may be charged on any amount which is not paid within 5 days of the due date at the rate of 15% per annum 		
calculated on a daily basis (default interest). Music Link may suspend delivery of further goods or performance of further
services until the account is paid.
4.8 Notwithstanding anything else, all payments shall immediately become due to Music Link if:
4.8.1
Music Link reasonably believes that the information which the Customer has provided in the application for credit is		not correct and the Customer has failed to give correct information within 5 days of Music Link’s request;
4.8.2
the Customer sells or otherwise disposes of any unpaid goods without Music Link consent;
4.8.3
the Customer becomes insolvent, commits any act of bankruptcy, or if a receiver, liquidator or statutory manager is		appointed over any of the Customer’s assets or undertaking;
4.8.4
the Customer fails to comply with any of the provisions of clause 4,5 or 6; or
4.8.5
the Customer makes or attempts to make an arrangement or composition with creditors.
4.9 All expenses, disbursements, legal costs (on a solicitor/own client basis) and/or debt collection agency fees incurred by Music Linkin the enforcement of any rights arising from these Terms of Trade shall be paid by the Customer on demand from Music Link.
If not paid within 5 days of the date of the demand those costs shall incur interest at the default interest rate set out above.

4.
4.1

5.
5.1

Property and Risk
The risk of any loss or damage to or deterioration of goods supplied by Music Link shall pass to the Customer when the goods
have been delivered to the Customer by Music Link, or when the Customer (or an agent of the Customer) collects the goods
from Music Link’s premises and it shall be the Customer’s obligation to insure the goods from that time.
5.2 Property and ownership in goods (whether in their original form or incorporated into or attached to another product) will not
pass to the Customer but shall be retained by Music Link until all moneys (whether for the goods, services or otherwise andincluding default interest) owed by the Customer to Music Link are paid in full.
5.3 Until payment is made, the Customer must:
5.3.1
not resell or part possession with any goods, unless Music Link has given written consent, or the goods are supplied		
as consignment stock or inventory for re-supply (subject to clause 5.4 below)
5.3.2
keep the goods in a good and secure condition;
5.3.3
keep the goods fully insured to their full replacement value against all risks;
5.3.4
not encumber the goods in any way;
5.3.5
hold the goods as bailee and keep the goods separately from other property in possession of the Customer (including		
goods already supplied by Music Link) and in a manner which enables the goods to be easily identified as goods		
supplied by Music Link.
5.4 Where goods are supplied to the Customer as consignment stock or inventory for re-supply, the Customer is authorised to sell
the goods in the ordinary course of the Customer’s business (unless otherwise notified in writing), provided that the Customer
keeps the proceeds of any goods sold in a separate account in trust for Music Link.
5.5 Music Link shall be entitled to repossess all goods which it claims belongs to it at any time without notice and for such purpose
it shall be lawful for Music Link and/or its agent to enter any premises where the goods are or are believed to be and to remove
the goods (whether or not those goods are installed in or attached to any other goods), using such force as is necessary, andwithout prejudice to any other of Music Link’s rights. The Customer indemnifies Music Link against all costs and claims inrespect of its exercise of rights under this clause.
5.6 If Music Link repossess’ goods under the above clause, Music Link may retain those goods or dispose of them without notice orstatement of account to the Customer or any other person and after deducting reasonable costs (including costs of sale),Music Link may credit any surplus by way of setoff against any sums owing. Music Link will not be obliged to re-supply any
repossessed goods.
6.
6.1

Security Interest
The Customer acknowledges that Music Link holds a “security interest” in the goods pursuant to Section 17 of the Personal
Property Securities Act 1999 (PPSA) and that Music Link may register a financing statement in respect of the goods in 		accordance with the provisions of the PPSA.

The Customer shall provide all information, execute or arrange for the execution of all documents and do all otherthings that Music Link may require to ensure that Music Link has a perfected first ranking security interest in the goods
or their proceeds under the PPSA. The Customer shall immediately upon request by Music Link, procure from any person
considered by Music Link to be relevant to its security position such agreements and waivers as Music Link may at
any time require.
The Customer waives its rights to receive a verification statement in respect of any financing statement or financing change
statement registered by Music Link under the PPSA and agrees that as between Music Link and the Customer, the Customer
shall have no rights under (or by reference to) sections 114(1)(a), 116, 117(1)(c), 119, 120(2), 121, 125, 129, 131,132, 133
and 134 of the PPSA and where Music Link has rights in addition to those in part 9 of the PPSA, those rights continue to apply.
The Customer shall immediately notify Music Link of any change in the Customer’s name, address details and any otherinformation provided to Music Link to enable Music Link to register a financing change statement if required.
The Customer agrees that Music Link may require the Customer to pay all reasonable costs, including legal costs on a solicitorclient basis, associated with the registration, discharge or amendment of any financing statement registered by Music Link,
whether or not the change was initiated by the Customer.

8.5.

9.
9.1

Customer Warranties
If the Customer acquires any goods or services from Music Link for re-supply as, or incorporate or attach any goods or services
into, goods or services ordinarily acquired for personal household or domestic use or consumption (Consumer Products), theCustomer warrants that:
9.1.1
it will do so using terms and conditions of supply which exclude liability for any claims under the Consumer 				Guarantees Act 1993, where supply is made by the Customer directly to an end user/consumer; and9.1.2
it’s customer and each person in the distribution chain will exclude liability in its contract for supply for any claims		
under the Consumer Guarantees Act 1993, where the Customer’s customer acquires the goods for re-supply		but in each case only where the end user/consumer acquires the Consumer Products for business purposes.
9.2 The Customer agrees to indemnify Music Link against any failure by the Customer, its customers or any person in the 		Customer’s distribution chain to properly contract out of liability to business end users/consumers under the Consumer
Guarantees Act 1993.
10 Limitation of liability
10.1 Music Link shall not be liable to the Customer or any other person for any indirect or consequential loss or damage of any kindarising out of any breach by Music Link of its warranties or obligations, negligence or otherwise. Regardless of the legal basisof any claim, Music Link’s maximum liability to the Customer under any circumstances is limited to a sum not exceeding theinvoiced value of the goods and services.
10.2 No employee, agent of, or independent contractor engaged by Music Link shall in any circumstances be under any liability of
any kind to the Customer for any loss or damage whether arising or resulting directly, indirectly or consequentially from anact, neglect or default on the part of such person while acting in the course of or in connection with his or her employment,
agency or engagement and, without prejudice to the generality of the foregoing provision, every exemption, limitation, condition
and right expressed or implied in these Terms of Trade on the part of or in favour of Music Link shall extend to protect every
such employee, agent or independent contractor.
11 Cancellation
11.1 Music Link shall, without any liability, and without prejudice to any other right it has in law or equity, have the right tosuspend or cancel in whole or in part the provision of any goods or services to the Customer if the Customer fails to
pay any money due, or the Customer commits an act of bankruptcy, is insolvent, is placed in liquidation or suffers
any similar event.
11.2 Any cancellation or suspension under clause 11.1 shall not affect Music Link’s claim for money due at the time of cancellation orsuspension or for damages for any breach of any Term.
12. Collection and Use of Information
12.1 The Customer authorises Music Link to collect, retain and use any information about the Customer for the purpose of assessing
the Customer’s credit worthiness, enforcing any rights under these Terms of Trade and marketing and promoting its goods
and services.
12.2 The Customer authorises Music Link to disclose any information obtained to any other person.
12.3 To the extent required under the Privacy Act 1993 the Customer is entitled to have access to and to request correction ofpersonal information concerning the Customer which has been collected by Music Link.
13 Miscellaneous13.1 The Customer may not assign all or any of its rights or obligations under these Terms of Trade without the prior written consentof Music Link
13.2 Music Link shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its
reasonable control.
13.3 Failure by Music Link to enforce any of its rights at any time shall not be deemed to be a waiver of such rights.
13.4 If any provision of these terms is invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of theremaining provisions shall not be affected, prejudiced or impaired.
13.5 The laws of New Zealand shall apply to these terms and conditions and the parties agree to submit to the non exclusive
jurisdiction of the New Zealand courts.
13.6 These Terms of trade shall prevail over the Customer’s terms and conditions (if any).
13.7 Music Link may alter or replace these Terms of Trade from time to time without notice to the Customer