1. GENERAL
a. References to Seneca (“Seneca”) include Seneca Textile Group Limited and any of its related, subsidiary, successor, or associated companies.
b. “Customer” means the person, partnership, company, or trust named in the Trading Account Application, or any party placing an order with Seneca. Where the Customer is a partnership or trust, each partner or trustee is jointly and severally liable in their personal capacity.
c. The Customer is deemed to have accepted these Terms by signing a credit application, placing an order, or continuing to trade with Seneca.
d. Seneca may amend these Terms from time to time without notice. The current version will apply to all orders.
e. Orders cannot be cancelled, varied, or suspended without Seneca’s written approval.
f. Seneca may rely on instructions from any person reasonably believed to have authority to act on behalf of the Customer.
g. Seneca may assign or transfer its rights under these Terms at any time without affecting the Customer’s obligations.
h. These Terms are governed by the laws of New Zealand, and New Zealand courts have exclusive jurisdiction over any disputes.
2. PAYMENT & ACCOUNTS
a. Payment for all goods must be made in full, without deduction, by the 20th of the month following delivery unless otherwise agreed in writing.
b. Overdue accounts may incur interest at 2% above Seneca’s bank overdraft rate, plus all reasonable recovery costs including legal fees.
c. The Customer may not set off any claims against amounts owing.
d. Seneca may impose or vary credit limits at its discretion.
e. Payment is only deemed received once cleared funds are available.
3. EXCLUSION OF LIABILITY
a. Seneca acts as an importer and distributor and makes no express or implied warranties regarding the quality or suitability of goods.
b. Seneca is not liable for stretching, shrinkage, colour loss, or any defects, nor for any direct or consequential losses arising from supplied goods.
c. Nothing in these Terms limits any rights the Customer may have against manufacturers.
4. DELIVERY
a. Seneca is not liable for delivery delays or partial fulfilment of orders.
b. Delivery costs are the responsibility of the Customer unless otherwise agreed.
5. RISK & RETENTION OF TITLE
a. Risk passes to the Customer upon delivery.
b. Ownership remains with Seneca until full payment is received.
c. The Customer grants Seneca the right to enter premises to recover unpaid goods, without liability. All recovery costs will be payable by the Customer.
d. The Customer grants Seneca a Purchase Money Security Interest (PMSI) in all supplied goods and their proceeds and agrees to provide any documentation required to register such interest.
6. SECURITY
Seneca may require security at any time, including in the event of default. If not provided, the Customer irrevocably appoints Seneca as attorney to execute necessary documents to secure payment, including registering interests over property.
7. RETURNS & CANCELLATIONS
a. Returns or cancellations require Seneca’s prior written approval.
b. Approved returns may incur freight charges and a restocking fee of up to 30% of the invoice value.
8. QUOTATIONS
Seneca reserves the right to adjust quoted prices due to:
• Duties, tariffs, or government charges
• Freight increases
• Exchange rate fluctuations
• Supplier price changes
9. NOTICES
Notices may be served by post or email to the Customer’s registered business address or nominated contact details.
10. TERMINATION
Seneca may immediately terminate supply arrangements if:
• Business ownership or control changes materially
• Payments are overdue
• Terms are breached
• Seneca reasonably believes the Customer cannot meet obligations
• Any Customer representations are inaccurate
Either party may otherwise terminate credit arrangements with 30 days’ written notice. All outstanding amounts become immediately payable upon termination.
11. LIMITATIONS & STATUTORY EXCLUSIONS
a. Where goods are supplied in trade, the Customer agrees to contract out of the Consumer Guarantees Act 1993 and Fair Trading Act 1986 to the maximum extent permitted by law.
b. The Customer relies on its own judgment regarding suitability and must test products for intended use.
c. Seneca is not liable for indirect, consequential, or loss-of-profit damages.
d. Seneca’s total liability, if any, is limited to the purchase price of the goods.
e. Seneca is not liable for failure to perform due to events beyond its control (force majeure).
12. PRIVACY
a. Seneca will hold Customer information securely and only use it for credit assessment, account administration, and business communications.
b. The Customer authorises Seneca to obtain credit information from referees, agencies, financial institutions, and trade sources.
c. Failure to provide requested information may affect credit availability.
