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Terms and conditions

1. Definitions:

1.1 "BSCLNZ" refers to Business Sport Community Leisure, its successors, and assigns.

1.2 "Contract" includes these terms and conditions and any other documents or amendments related to the contract.

1.3 "Cookies" are small files stored on a user's computer that hold data specific to a particular client and website.

1.4 "Customer" refers to the person/s, entities, or anyone acting on behalf of the Customer requesting services from BSCLNZ.

1.5 "Goods" encompass all products or services BSCLNZ supplies to the Customer.

1.6 "Price" denotes the agreed-upon amount payable (plus any applicable Goods and Services Tax) for the Goods.

 

2. Acceptance:

2.1 These terms and conditions exclusively bind the Customer upon placing an order or accepting delivery of the Goods.

2.2 In case of inconsistency with any prior documents, this Contract prevails.

2.3 These terms and conditions must be read in conjunction with the ones posted on BSCLNZ's website and the formal purchase agreement.

 

3. Amendment and Credit Application:

3.1 Any amendments to this Contract require written consent from both parties.

3.2 The supply of Goods on credit is subject to the Customer completing a credit application, approval, and establishing a credit limit for the account.

3.3 If the requested supply of Goods exceeds the credit limit or payment terms, BSCLNZ reserves the right to refuse delivery.

 

4. Availability and Changes:

4.1 Supply of Goods may be subject to availability, and BSCLNZ can substitute with alternative Goods upon agreement.

4.2 BSCLNZ reserves the right to halt Services until such changes are confirmed and agreed upon.

4.3 BSCLNZ is not liable for any loss or damage from exercising these rights.

 

5. Electronic Signatures:

5.1 Electronic signatures are accepted, provided both parties comply with relevant legal provisions.

 

6. Errors and Omissions:

6.1 BSCLNZ accepts no liability for any errors or omissions resulting from unintentional mistakes in the formation or administration of the Contract.

6.2 The Contract remains valid if such errors or omissions are not attributable to BSCLNZ's negligence or misconduct.

7. Change in Control:

7.1 The Customer must provide BSCLNZ with a written notice at least fourteen (14) days before any proposed change of ownership or any other changes in the Customer's details.

7.2 Such changes may include the Customer's name, address, contact phone or fax numbers, trustees, or business practices.

7.3 The Customer will be responsible for any losses incurred by BSCLNZ due to non-compliance with this clause.

 

8. Online Ordering:

The Customer acknowledges and agrees to the following:

7.1 BSCLNZ does not guarantee the website's performance.

7.2 Orders placed through the website are subject to confirmation of acceptance by BSCLNZ.

7.3 Online ordering may be unavailable for scheduled maintenance or upgrades.

7.4 Electronic distribution may have inherent hazards, and BSCLNZ will not be liable for losses resulting from delays or errors in transmitting data.

7.5 Customer information is passed through a secure server using encryption technology to protect it from outside influences.

7.6 If the Customer is not the credit cardholder, BSCLNZ assumes the Customer has permission to use the credit card for the transaction.

7.7 BSCLNZ reserves the right to terminate the Customer's order for false information, interference with other users, or violation of terms and conditions.

 

8. Credit Card Information and Charges:

8.1 BSCLNZ will keep the Customer's personal and credit card details for the necessary period and will not disclose them to third parties except as required by law or the Privacy Policy.

8.2 BSCLNZ may charge the Customer's nominated credit card for unpaid charges, outstanding amounts, lost or damaged equipment, or other dues under the Contract.

8.3 If a credit card transaction is reversed, the Customer is liable for the changed amount and any additional costs incurred by BSCLNZ if the reversal is deemed illegal, fraudulent, or contravention of the Contract.

 

9. Distribution of Goods via an Approved Distributor:

9.1 Until authorised as a distributor by BSCLNZ, the Customer shall not sell the Goods as a distributor for BSCLNZ or represent themselves as acting for BSCLNZ to any third parties.

9.2 Only approved distributors can accept internet orders through BSCLNZ's website or other online auction sites.

Defaulting on the above conditions may lead to immediate and permanent closure of account facilities and demand for outstanding account balances.

9.3 BSCLNZ has the sole discretion to choose which brands or Goods are available to approved distributors and can supply Goods to any geographical location without limitations on the number of distributors in a particular area.

10. Price and Payment:

10.1 The Price is determined at BSCLNZ's sole discretion and can be:

·         Indicated on an invoice provided by BSCLNZ.

·         The Price at the delivery date according to BSCLNZ's current Price list.

·         The quoted Price is valid for the specified period or thirty (30) days.

10.2 BSCLNZ reserves the right to change the Price under certain circumstances, including:

·         Requested variations to the quotation.

·         Unavailability of Goods from third-party suppliers, allowing for alternative Goods with agreement from both parties.

·         Increases in the cost of Goods, labour, or materials beyond BSCLNZ's control.

10.3 Variations will be charged based on the quotation and detailed in writing. The Customer must respond to variations within ten (10) working days; otherwise, the cost will be added to the Price and paid in full at completion.

10.4 BSCLNZ may require a non-refundable deposit at its sole discretion.

10.5 BSCLNZ determines payment of the Price and can be on or before delivery, on completion of Services, through instalments/progress payments, or within twenty (20) days following the end of the month as specified in the statement.

10.6 Payment methods can be electronic/online banking, credit card (surcharge may apply), or any other agreed method.

10.7 BSCLNZ may allocate any payment received towards any invoice, preserving its Purchase Money Security Interest in the Goods under the 10.8 Personal Property Securities Act (PPSA).

10.9 The Customer cannot offset or deduct any sums owed to them by BSCLNZ from the Price or withhold payment due to disputes unless agreed otherwise.

10.10 GST is not included in the Price unless stated otherwise, and the Customer must pay GST and other applicable taxes and duties in addition to the Price.

11. Delivery of Goods:

11.1 Delivery (“Delivery”) of the Goods is taken to occur at the time that BSCLNZ (or BSCLNZ's nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.

11.2 The delivery cost is at BSCLNZ's sole discretion and may be in addition to the Price.

11.3 Any specified Delivery time is an estimate, and BSCLNZ is not liable for any loss or damage due to late Delivery. If Delivery is delayed due to Customer action or inaction, BSCLNZ may charge a fee for redelivery or storage.

12. Risk:

12.1 BSCLNZ is not responsible for damage or negligence by third parties, including but not limited to Courier services or circumstances out of our control.

12.2 If Goods are damaged or destroyed after Delivery, but before ownership passes to the Customer, BSCLNZ is entitled to receive insurance proceeds payable for the Goods without further inquiries.

12.3 If the Customer requests Goods to be left outside for collection or unattended Delivery, it is at the Customer's sole risk.

12.4 Descriptive specifications and information provided by BSCLNZ are approximate and for identification purposes only, not forming part of the Contract unless expressly stated in writing.

13. Access:

13.1 The Customer must ensure clear and free access for BSCLNZ to affect the Delivery of the Goods. BSCLNZ is not liable for any loss or damage to the Customer's premises except due to negligence.

 

14. Compliance with Laws:

14.1 Both the Customer and BSCLNZ shall comply with all applicable statutes, regulations, and bylaws of government, local, and public authorities related to the Services.

15. Title

15.1 BSCLNZ and the Customer agree that ownership of the Goods shall not pass until:

·         The customer has paid BSCLNZ all amounts owing to BSCLNZ, and

·         The customer has met all its other obligations to BSCLNZ.

15.2 software title shall remain with the applicable licensor(s).

15.3 Receipt by Acquire 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.

15.4 It is further agreed that until ownership of the Goods passes to the Customer by clause 15.1:

·         The customer is only a bailee of the Goods and must return the Goods to BSCLNZ on request.

·         The Customer holds the benefit of the Customer’s insurance of the Goods on trust for BSCLNZ and must pay BSCLNZ the proceeds of any insurance if the Goods are lost, damaged, or destroyed.

·         The Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with control of the Goods, then the Customer must hold the proceeds of any such act on trust for BSCLNZ and pay or deliver the profits to BSCLNZ on demand.

·         The customer should not convert or process the Goods or intermix them with other goods. Still, if the Customer does so, the Customer holds the resulting product on trust for the benefit of BSCLNZ and must sell, dispose of or return the resulting product to BSCLNZ as it directs.

·         The Customer irrevocably authorises BSCLNZ to enter any premises where BSCLNZ believes the Goods are kept and recover possession.

·         BSCLNZ may recover possession of any Goods in transit if delivery occurs.

·         The Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of BSCLNZ and

·         BSCLNZ may commence proceedings to recover the Price of the Goods sold, notwithstanding that ownership of the Goods has not passed to the Customer.

16. Personal Property Securities Act 1999 (“PPSA”)

16.1 Upon assenting to these terms and conditions in writing, the Customer acknowledges and agrees that:

·         These terms and conditions constitute a security agreement for the PPSA and

·         A security interest is taken in all Goods that have previously been supplied, and BSCLNZ will provide that to the Customer, and the proceeds from such Goods as listed by BSCLNZ to the Customer in invoices rendered from time to time.

16.2 The Customer undertakes to:

·         sign any further documents and provide any further information (such information to be complete, accurate and up to date in all respects) that BSCLNZ may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register.

·         indemnify, and upon demand reimburse, BSCLNZ for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged.

·         not register, or permit to be written, a financing statement or a financing change statement about the Goods or the proceeds of such Goods in favour of a third party without the prior written consent of BSCLNZ; and

·         Immediately advise BSCLNZ of any material change in its business practices of selling the Goods which would result in a difference like proceeds derived from such sales.

16.3 BSCLNZ and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.

16.4 The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA.

16.5 Unless otherwise agreed to in writing by BSCLNZ, the Customer waives its right to receive a verification statement by section 148 of the PPSA.

16.6 The Customer shall unconditionally ratify any actions taken by BSCLNZ under clauses 16.1 to 16.5.

16.7 Subject to any express provisions to the contrary (including those contained in clause 16), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

17. Security and Charge:

17.1 In consideration of BSCLNZ supplying the Goods, the Customer charges all its rights, title, and interest in any land, realty, or other assets that can be set, currently owned, or acquired in the future to secure the Customer's performance of its obligations under the terms and conditions.

17.2 The Customer grants a security interest in all its present and after-acquired property.

17.3 The charge and security interest terms are described in Memorandum 2018/4344, registered under the Land Transfer Act 2017.

17.4 The Customer indemnifies BSCLNZ against all costs and disbursements, including legal costs on a solicitor and own client basis, incurred by BSCLNZ in exercising its rights under this clause.

The Customer appoints BSCLNZ and each partner of BSCLNZ as the Customer's attorney/s to perform all necessary acts to enforce the provisions of this clause, including signing any document on the Customer's behalf.

18. Defects and Returns: Please choose your goods carefully; goods cannot be accepted if you change your mind.

18.1 The Customer must inspect the Goods upon Delivery and notify BSCLNZ of any alleged defects, shortages in quantity, damage, or failure to comply with the description or quote within five (5) days of Delivery (time being of the essence).

18.2 BSCLNZ must be allowed to inspect the Goods if the Customer believes they are defective.

18.3 If the Customer fails to comply with the inspection and notification provisions, the Goods will be presumed free from defects or damage.

18.4 If defective Goods are accepted for return as agreed in writing by BSCLNZ, BSCLNZ's liability is limited to replacing or repairing the Goods at BSCLNZ 's discretion.

18.5 Goods can only be returned if BSCLNZ has agreed in writing to accept the return and if certain conditions are met, including replacing the Goods at the Customer's cost within fourteen (14) days of the Delivery date and in the original condition with all packaging, accessories, and documentation.

18.6 Unopened, non-defective software, games, and DVD movies may be returned to BSCLNZ within fourteen (14) days of the ship date for replacement with the same title.

18.7 The risk of damage or loss of return shipments is the Customer's responsibility, and the Customer must insure the Goods before Delivery.

18.8 BSCLNZ may, at its discretion, accept the return of Goods for credit, but this may incur a handling fee of twenty per cent (20%) of the value of the returned Goods plus any freight.

18.9 Nonstocklist items or Goods made to the Customer's specifications are unacceptable for credit or return.

18.10 All goods must be returned in the condition in which they were delivered and with all packaging material, brochures, original UPCs on the manufacturer’s boxes, instruction material and manuals, blank warranty cards, other accessories and documentation provided by the manufacturer in as new condition as is reasonably possible in the circumstances.​

18.11 Apparel but not limited to If you are unsure of size, style or colour, we recommend you purchase samples; samples must be returned according to returns policy and conditions. 

18.12 We highly recommend checking all orders rather than delivering them directly to your printer.

18.13 Please make sure goods are correct in all aspects, including colour, style, size and quantity, before decoration, as all returns must be in saleable condition according to terms and conditions. BSCL will not accept returns on garments that have been decorated.

18.14 Customers are responsible for the inspection of goods before embellishing or printing. Merchandise worn, printed, washed, dyed, relabelled or decorated is non-returnable. Please make sure you check your invoice is correct before printing. If you are shipping orders directly to your printer/embroiderer, please make sure the printer/embroiderer matches the charge against the packing slip, as we are only human and picking errors can occur.

18.15 If you find a picking error before the order is printed, we can fix it, but we cannot exchange the goods once they are customised.

18.16 BSCL cannot contribute to any branding costs or pay for rebranding.

18.17 All returns MUST be in the original supplied packaging and re-sellable, folded condition, including loose pockets with polo shirts and cardboard accessories with business shirts … failure to comply may result in a repackaging fee of $3.00 plus GST being levied per garment or they will not be accepted for credit.

18.18 A 15% or a minimum of $20.00 restock fee will be charged on any credit for the return of goods.

18.19 Goods returned for credit will only be accepted with the relevant Return Authorisation Number (RAN) displayed outside the package. Where a RAN# is not visible, please inform us ASAP.

18.20 Customers are responsible for all freight costs unless the returned goods were damaged in transit or incorrectly supplied.

18.21 Claims for incorrectly supplied/short-supplied goods must be notified to us within five business days of delivery to qualify for credit. All other claims for credit must be made within five working days of the invoice date.

18.22 For any returns for which we have not initially charged freight, the appropriate freight will be charged to the customer to compensate for the freight costs incurred by BSCL to supply the original order.

18.23 All returns (including samples) must be returned within five working days of the invoice date with a copy of the original invoice. Otherwise, your order will be sent back at the customer's expense. Returns can take up to 20 working days to be processed once we receive them. When your return is processed, we will send you a notification email.

18.24 Any goods returned without a Returns Authorisation Number will be sent back to the customer, unprocessed.

18.25 No credit will be considered where no proof of purchase is provided, and any information you requested is omitted.

18.26 You must contact us before you send your return and use a tracked courier, not standard post.

18.27 and with a Return Merchandise Authorisation (RMA) number. The Customer can obtain an RMA number: Contact US.

19. Warranty:

19.1 The warranty provided by the manufacturer of the Goods shall apply.

19.2 BSCLNZ is not bound by nor responsible for any other terms, conditions, representations, or warranties not provided by the manufacturer.

19.3 The conditions applicable to the warranty are in the "Warranty Documentation" supplied with the Goods.

20. Consumer Guarantees Act 1993:

20.1 If the Customer is acquiring Goods for trade or business purposes, the Consumer Guarantees Act 1993 (CGA) provisions do not apply to the supply of Goods by BSCLNZ to the Customer.

21. Intellectual Property:

21.1 If BSCLNZ has designed, drawn, or developed Goods for the Customer, the copyright in any designs, drawings, and documents will remain the property of BSCLNZ.

21.2 The Customer is only allowed to use such designs, drawings, and documents with the express written approval of BSCLNZ.

21.3 The Customer warrants that any designs, specifications, or instructions provided to BSCLNZ will not cause BSCLNZ to infringe any patent, registered design, or trademark. The Customer agrees to indemnify Acquire against any action a third party takes against BSCLNZ for any such infringement.

21.4 BSCLNZ has the right to use any documents, designs, drawings, or Goods created for the Customer for marketing or entry into any competition at no cost.

22. Default and Consequences of Default:

22.1 Interest on overdue invoices will accrue daily from the due date until the date of payment at a rate of two and a half per cent (2.5%) per calendar month. BSCLNZ may, at its discretion, compound the interest monthly.

22.2 If the customer owes any money to BSCLNZ, the Customer shall indemnify BSCLNZ for all costs and disbursements incurred in recovering the debt, including administration fees, legal costs on a solicitor and own client basis, collection agency costs, and bank dishonour fees.

22.3 If a customer pays BSCLNZ and the transaction is subsequently reversed, the Customer will be liable for the cost and any further costs incurred by BSCLNZ. This applies if the reversal is illegal, fraudulent, or contravening the Customer's obligations under the Contract.

22.4 BSCLNZ has the right to cancel all or any part of the Customer's unfulfilled order, and all amounts owing to BSCLNZ become immediately payable if:

·         Any payment to BSCLNZ becomes overdue, or BSCLNZ believes the Customer will be unable to pay when due.

·         The Customer exceeds any applicable credit limit provided by BSCLNZ.

·         The Customer becomes insolvent, enters an arrangement with creditors, or makes an assignment for the benefit of its creditors.

·         A receiver, manager, liquidator, or similar person is appointed for the Customer or its assets.

23. Cancellation:

23.1 If the Customer breaches any obligation under the terms and conditions, including payment obligations, BSCLNZ may suspend or terminate the supply of Goods to the Customer. BSCLNZ will not be liable for any loss or damage suffered by the Customer due to such suspension or termination.

23.2 BSCLNZ has the right to cancel any Contract or cancel Delivery of Goods before the Goods are delivered by giving written notice to the Customer. If BSCLNZ cancels, it will repay any money paid by the Customer for the Goods. BSCLNZ is not liable for any loss or damage arising from such cancellation.

23.3 If the Customer cancels Delivery of Goods, the Customer is liable for any loss incurred by BSCLNZ as a direct result of the cancellation, including loss of profits.

23.4 Orders for Goods made to the Customer's specifications or non-stocklist items cannot be cancelled once production has commenced or an order has been placed.

24. Privacy Policy: Please visit: https://www.bsclnz.com/privacy-policy

24.1 Personal Information held or used by BSCLNZ is considered confidential and subject to the Privacy Act 2020.

24.2 BSCLNZ may use Cookies and tracking technologies on its website for marketing and website usage purposes.

24.3 The Customer authorises BSCLNZ to access, collect, retain, and use any information about the Customer, including for credit assessment and marketing purposes.

24.4 The Customer can request a copy of their Personal Information and request corrections or destruction of such information.

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25. Service of Notices:

25.1 Any written notice under the Contract shall be deemed given and received by various methods specified in the clause.

26. Trusts:

26.1 If the Customer acts as a trustee of any Trust, certain covenants apply, and the Customer must not cause events that may prejudice the right of indemnity.

27. General:

27.1 Disputes will be submitted to mediation before resorting to other dispute resolution mechanisms.

27.2 The failure to enforce any provision of the terms and conditions does not waive the right to enforce it later.

27.3 The laws of New Zealand govern the terms and conditions.

27.4 BSCLNZ's liability for any breach is limited to the Price of the Goods and shall not be liable for indirect or consequential loss.

27.5 BSCLNZ may license or assign its rights and obligations under the Contract without the Customer's consent, while the Customer requires BSCLNZ's written approval to do the same.

Force Majeure events may excuse either party from performance, except for the Customer's payment obligations.

Both parties warrant their authority to enter the Contract and that it creates binding legal obligations on them.

Force Majeure:

1.       BSCLNZ shall not be liable for any delay or failure in its obligations under any Contract to the extent that a Force Majeure Event causes such delay or failure.

2.       "Force Majeure Event" shall mean any event or circumstance beyond the reasonable control of BSCLNZ, including but not limited to acts of God, natural disasters, fires, floods, earthquakes, epidemics, pandemics, strikes, lockouts, labour disputes, riots, civil commotions, acts of terrorism, acts of war, government actions, changes in laws or regulations, and any other event or circumstance that is unforeseeable and unavoidable.

3.       If a Force Majeure Event occurs, BSCLNZ shall promptly notify the Customer in writing, providing details of the event and its impact on the performance of its obligations under the Contract.

4.       During the continuance of a Force Majeure Event, BSCLNZ's performance of the affected obligations shall be suspended for the duration. The time for performing such duties shall be extended for a period equal to the course of the Force Majeure Event without any penalty or liability.

5.       If a Force Majeure Event continues for a prolonged period and materially affects the ability of BSCLNZ to fulfil its obligations under any Contract,

6.       either party may terminate the Contract by giving written notice to the other party without any liability except for the payment of any outstanding amounts due up to the termination date.

7.       BSCLNZ shall make reasonable efforts to mitigate the impact of the Force Majeure Event and take alternative measures to fulfil its obligations as soon as reasonably practicable.

8.       Notwithstanding anything contrary to the Contract, the Force Majeure clause shall not excuse any payment obligations of either party under the Contract.

9.       If a Force Majeure Event affects the provision of goods or services, BSCLNZ shall provide the Customer with prompt notice of the delay and the estimated time for resumption of normal operations.

10.   The parties will work in good faith to address the impact of the Force Majeure Event on the performance of the Contract and to find mutually agreeable solutions to minimise any adverse effects.

11.   The party affected by the Force Majeure Event will be able to provide evidence of the event and its impact on the performance of its obligations upon request from the other party.

12.   The Force Majeure clause shall apply equally to all contracts, orders, and transactions between BSCLNZ and the Customer.

13.   Any Force Majeure Event shall not relieve the parties of their obligation to continue to perform their other duties under this Contract that are not affected by the event.

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