1. Definitions
    • Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
    • B&B Bakery” means Crustum Limited T/A Bread & Butter Bakery, its successors and assigns or any person acting on behalf of and with the authority of Crustum Limited T/A Bread & Butter Bakery.
    • Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting B&B Bakery to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
      • if there is more than one Client, is a reference to each Client jointly and severally; and
      • if the Client is a partnership, it shall bind each partner jointly and severally; and
      • if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
      • includes the Client’s executors, administrators, successors and permitted assigns.
    • Goods” means all Goods or Services (including recipes) supplied by B&B Bakery to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
    • Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.
    • Cookies” means small files which are stored on a user’s computer.  They are designed to hold a modest amount of data (including personal information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when using B&B Bakery’s website, then the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.
    • Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between B&B Bakery and the Client in accordance with clause 5

 

  1. Acceptance
    • The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts Delivery of the Goods.
    • In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
    • Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
    • The Client acknowledges that the supply of Goods on credit shall not take effect until the Client has completed the payment process and payment has been received by B&B Bakery.
    • The Client acknowledges and accepts that the supply of Goods for accepted orders may be subject to availability and if, for any reason, Goods are not or cease to be available, B&B Bakery reserves the right to substitute products with alternative Goods as per clause 2.
    • Any advice, recommendation, information, assistance or service provided by B&B Bakery in relation to Goods and Services supplied is given in good faith, is based on B&B Bakery’s own knowledge and experience and shall be accepted without liability on the part of B&B Bakery and it shall be the responsibility of the Client to confirm the accuracy and reliability of the same in light of the use to which the Client makes or intends to make of the Goods or Services.
    • Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.

 

  1. Errors and Omissions
    • The Client acknowledges and accepts that B&B Bakery shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
      • resulting from an inadvertent mistake made by B&B Bakery in the formation and/or administration of this Contract; and/or
      • contained in/omitted from any literature (hard copy and/or electronic) supplied by B&B Bakery in respect of the Services.
    • In the event such an error and/or omission occurs in accordance with clause 1, and is not attributable to the negligence and/or wilful misconduct of B&B Bakery; the Client shall not be entitled to treat this Contract as repudiated nor render it invalid. 
  1. Price and Payment
    • At B&B Bakery’s sole discretion the Price shall be either:
      • as indicated on the webshop site at the time of purchase
    • B&B Bakery reserves the right to change the Price.
    • Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by B&B Bakery, which may be:
      • before Delivery of the Goods;
    • Payment may be made by electronic/on-line banking, or by any other method as agreed to between the Client and B&B Bakery.
    • Unless otherwise stated the Price does include GST.
  1. Delivery of Goods
    • Delivery (“Delivery”) of the Goods is taken to occur at the time that:
      • B&B Bakery (or B&B Bakery’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.
    • At B&B Bakery’s sole discretion the cost of Delivery is either included in the Price or is in addition to the Price.
    • Any time specified by B&B Bakery for Delivery of the Goods is an estimate only. The Client must take Delivery by receipt or collection of the Goods whenever they are tendered for Delivery. B&B Bakery will not be liable for any loss or damage incurred by the Client as a result of Delivery being late. In the event that the Client is unable to take Delivery of the Goods as arranged then B&B Bakery shall be entitled to charge a reasonable fee for redelivery and/or storage.
    • B&B Bakery may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

 

  1. Risk
    • Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.
    • If the Client requests B&B Bakery to deliver the Goods to an unattended location then such Goods shall be left at the Client’s sole risk.

 

  1. Compliance Laws
    • B&B Bakery warrants that Goods manufactured on its registered premises, and supplied to all Clients, shall meet all safety regulations and standards as defined by the Hazard Analysis and Critical Control Points (HACCP), Food Safety Programme, Covid19 health & safety programmes and is eminently suitable for public consumption and thereby compliant with the Australia New Zealand Food Standards Code.
    • Any alleged claims of contamination, accidental inclusion or food borne illnesses must be reported to B&B Bakery’s management in writing as soon as reasonably practicable. B&B Bakery reserves the right to inspect any items attributed to the claim and have the items tested by an independent laboratory before any public claims, statements or dissemination of information in any format including social media.

 

  1. Title
    • B&B Bakery and the Client agree that ownership of the Goods shall not pass until:
      • the Client has paid B&B Bakery all amounts owing to B&B Bakery; and
      • the Client has met all of its other obligations to B&B Bakery.
    • Receipt by B&B Bakery of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised. 
  1. Defects
    • The Client shall inspect the Goods on Delivery and shall within twenty four (24) hours of Delivery (time being of the essence) notify B&B Bakery of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford B&B Bakery an opportunity to inspect the Goods within a reasonable time following Delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which B&B Bakery has agreed in writing that the Client is entitled to reject, B&B Bakery’s liability is limited to either (at B&B Bakery’s discretion) replacing the Goods or repairing the Goods.
    • Goods will not be accepted for return other than in accordance with 1 above, and provided that:
      • B&B Bakery has agreed in writing to accept the return of the Goods; and
      • the Goods are returned at the Client’s cost within forty eight (48) hours of the Delivery date; and
      • B&B Bakery will not be liable for Goods which have not been stored or used in a proper manner; and
      • the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.

 

  1. Consumer Guarantees Act 1993
    • If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by B&B Bakery to the Client.
  1. Cancellation
    • Without prejudice to any other remedies B&B Bakery may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions B&B Bakery may suspend or terminate the supply of Goods to the Client. B&B Bakery will not be liable to the Client for any loss or damage the Client suffers because B&B Bakery has exercised its rights under this clause.
    • B&B Bakery may cancel any contract to which these terms and conditions apply or cancel Delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice B&B Bakery shall repay to the Client any money paid by the Client for the Goods. B&B Bakery shall not be liable for any loss or damage whatsoever arising from such cancellation.
    • In the event that the Client cancels Delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by B&B Bakery as a direct result of the cancellation (including, but not limited to, any loss of profits).
    • Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

 

  1. Privacy Policy
    • All emails, documents, images or other recorded information held or used by B&B Bakery is Personal Information as defined and referred to in clause 3 and therefore considered confidential. B&B Bakery acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1993 (“the Act”) including Part II of the OECD Guidelines and as set out in Schedule 5A of the Act and any statutory requirements where relevant in a European Economic Area “EEA” under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). B&B Bakery acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s Personal Information, held by B&B Bakery that may result in serious harm to the Client, B&B Bakery will notify the Client in accordance with the Act and/or the GDPR.  Any release of such personal information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.
    • Notwithstanding clause 1, privacy limitations will extend to B&B Bakery in respect of Cookies where the Client utilises B&B Bakery’s website to make enquiries. B&B Bakery agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:
      • IP address, browser, email client type and other similar details;
      • tracking website usage and traffic; and
      • reports are available to B&B Bakery when B&B Bakery sends an email to the Client, so B&B Bakery may collect and review that information (“collectivelyPersonal Information”)

If the Client consents to B&B Bakery’s use of Cookies on B&B Bakery’s website and later wishes to withdraw that consent, the Client may manage and control B&B Bakery’s privacy controls via the Client’s web browser, including removing Cookies by deleting them from the browser history when exiting the site.

  • The Client authorises B&B Bakery or B&B Bakery’s agent to:
    • access, collect, retain and use any information about the Client;
      • (including, name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or
      • for the purpose of marketing products and services to the Client.
    • disclose information about the Client, whether collected by B&B Bakery from the Client directly or obtained by B&B Bakery from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.
  • Where the Client is an individual the authorities under clause 3 are authorities or consents for the purposes of the Privacy Act 1993.
  • The Client shall have the right to request B&B Bakery for a copy of the Personal Information about the Client retained by B&B Bakery and the right to request B&B Bakery to correct any incorrect Personal Information about the Client held by B&B Bakery.

 

 

  1. Service of Notices
    • Any written notice given under this Contract shall be deemed to have been given and received:
      • by handing the notice to the other party, in person;
      • by leaving it at the address of the other party as stated in this Contract;
      • by sending it by registered post to the address of the other party as stated in this Contract;
      • if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
      • if sent by email to the other party’s last known email address.
    • Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

 

  1. Trusts
    • If the Client at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not B&B Bakery may have notice of the Trust, the Client covenants with B&B Bakery as follows:
      • the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;
      • the Client has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust or the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;
      • the Client will not without consent in writing of B&B Bakery (B&B Bakery will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
        • the removal, replacement or retirement of the Client as trustee of the Trust;
        • any alteration to or variation of the terms of the Trust;
        • any advancement or distribution of capital of the Trust; or
        • any resettlement of the trust property.

 

  1. General
    • The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    • These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Auckland Courts, New Zealand.
    • B&B Bakery shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by B&B Bakery of these terms and conditions (alternatively B&B Bakery’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
    • B&B Bakery may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent.
    • The Client cannot licence or assign without the written approval of B&B Bakery.
    • B&B Bakery may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of B&B Bakery’s sub-contractors without the authority of B&B Bakery.
    • The Client agrees that B&B Bakery may amend their general terms and conditions for subsequent future contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for B&B Bakery to provide Goods to the Client.
    • Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
    • Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.