Terms & Conditions

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Terms & Conditions

Personal Information:

Our website address is:  https://biomimictheory.com.

Biomimic Theory Ltd (“BT”) is the licensed owner of the brand BIOMIMIC THEORY and the website biomimictheory.com. BT respects your privacy. By accessing the services provided by the Site you agree to the collection and use of your data by BT in the manner provided in these Terms & Conditions and Privacy Policy.

Services Overview:

As part of the registration process on the Site, BT may collect the following personally identifiable information about you: Name including first and last name, alternate email address, mobile phone number and contact details, Postal code, Demographic profile (like your age, gender, occupation, education, address etc.) and information about the pages on the site you visit/access, the links you click on the site, the number of times you access the page and any such browsing information.

1. Definitions

1.1. “Seller” shall mean Biomimic Theory Ltd.
1.2. “Buyer” shall mean the purchaser of the Goods and/or Services or any person or Seller acting on behalf of and with the authority of the purchaser.
1.3. “Guarantor” means that person (or persons) who agrees herein to be liable for the debts of the Buyer.
1.4. “Goods” means any of the goods we offer for sale on Our Website, or, if the context requires, goods we sell to you.
1.5. “Price” shall mean the cost of the Goods as agreed between the Seller and the Buyer subject to clause 5 of this contract.

 

2. Acceptance

2.1. Any instructions received by the Seller from the Buyer for the supply of Goods and/or Services and/or acceptance of Goods and/or Services by the Buyer shall constitute acceptance of the terms and conditions contained herein.
2.2. None of the Seller’s agents or representatives is authorised to make any representations, statements, conditions or agreements not expressed by the Seller in writing nor is the Seller bound by any such unauthorised statements.

 

3. Price and Payment

3.1. The Price of the Goods shall be:
(a) As indicated on invoices provided by the Seller to the Buyer in respect of Goods supplied; or
(b) The Seller’s quoted Price which shall be binding upon the Seller provided that the Buyer shall accept in writing the Seller’s quotation within five (5) days.
3.2. Time for payment for the Goods shall be of the essence and will be stated on the invoice, quotation or any other forms. If no time is stated then payment shall be due on delivery.
3.3. The method of payment will be made by direct credit, cash, cheque, Bank Cheque, or by any other method as agreed to between the Buyer and Seller.

 

4. Delivery of Goods

4.1. Delivery of the Goods shall be made to the Buyer’s nominate address. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery; or
4.2. The Seller may deliver the Goods by separate instalments (in accordance with the agreed delivery schedule). Each separate instalment shall be invoiced and paid for in accordance with the provisions in this contract of sale.

 

5. Return of Goods

5.1. The Buyer shall inspect the Goods on delivery and shall within three (2) days of delivery notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with the description or sample. The Buyer shall afford the Seller an opportunity to inspect the Goods and installation with a reasonable time following delivery. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
5.2. Except as provided in this clause, the Buyer is not entitled to return the Goods to the Seller for any reason. For defective Goods, which the Buyer is entitled to reject, the Seller’s liability is limited to either (at the Seller’s discretion) repairing or replacing the Goods, or refunding the price.

 

6. Disclaimer

6.1. The Buyer hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any misrepresentation made to him and the Buyer acknowledges that they buy the Goods relying solely upon their own skill and judgement and that the Seller shall not be bound by nor responsible for any term, condition, representation or guarantee other than the guarantee given by the Manufacturer.

 

7. Consumer Guarantees Act 1993 (“the Act”)

7.1 This Agreement does not seek to exclude any rights you may have under the Consumer Guarantees Act or other applicable legislation which may apply to purchases of any goods or services that you order using the Site.
7.2 To the extent permitted by law, business customers agree that where products are purchased for the purpose of a business that the Consumer Guarantees Act or equivalent consumer protection legislation does not apply.

 

8. Title

8.1. It is the intention of the Seller and agreed by the Buyer that title to the Goods shall not pass until:
(a) Payment of the Price; and
(b) The Buyer has met all other obligations due by the Buyer to the Seller in respect of all contracts between the Seller and the Buyer, and that the Goods, or proceeds of the sale of the Goods, shall be kept separate until the Seller shall have received payment and all other obligations are met.
8.2. Receipt by the Seller of any form of payment other than cash shall not be deemed to be a payment until that form of payment has been honoured, cleared or recognised and until then the Seller’s ownership of rights in respect of the Goods shall continue.
8.3. Until title to the Goods shall pass from the Seller to the Buyer the Seller may give notice in writing to the Buyer to return the Goods or any of them to the Seller. Upon such notice, the rights of the Buyer to obtain ownership or any other interest in the Goods shall cease.
8.4. If the Buyer fails to return the Goods to the Seller then the Seller or the Seller’s agent may enter upon and into buildings and premises owned, occupied or used by the Buyer, where the Goods are situated and take possession of the Goods, without being responsible for any damage thereby caused.
8.5. The Buyer shall not charge the Goods in any way nor give any interest in the Goods while they remain the property of the Seller.
8.6. The Seller may require payment of the Price or the balance of the Price due together with any other amounts due from the Buyer to the Seller arising out of this agreement, and the Seller may take any lawful steps to acquire payment of the amounts due and the Price.
8.7. The foregoing provisions shall not entitle the Buyer to return the Goods without demand from the Seller.
8.8. The Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Buyer.

 

9. Privacy Act

9.1. The Buyer and the Guarantor/s (if separate to the Buyer) authorises the Seller to collect, retain and use any information about the Buyer, for the purpose of assessing the Buyer’s creditworthiness or marketing any Goods and Services provided by the Seller to any other party.
9.2. The Buyer authorises the Seller to disclose any information obtained to any person for the purposes of credit references.
9.3. Where the Buyer is a natural person and are authorities or consents for the purposes of the Privacy Act 1993.

 

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

10.1. Upon assenting to these terms and conditions in writing the Buyer acknowledges and agrees that:
(a) These terms and conditions constitute a security agreement for the purposes of the PPSA; and
(b) A security interest is taken in all Goods previously supplied by the Seller to the Buyer (if any) and all Goods that will be supplied in the future by the Seller to the Buyer during the continuance of the parties relationship.
10.2. The Buyer undertakes to:
(a) Sign any further documents and/or provide any further information, such information to be complete, accurate and up-to-date in all respects, which the Seller may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
(b) Indemnify, and upon demand reimburse, the Seller for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
(c) Not register a financing change statement or a change demand without the prior written consent of the Seller;
(d) Give the Seller not less than fourteen (14) days prior written notice of any proposed change in the Buyer’s name and/or any other change in the Buyer’s details (including but not limited to, changes in the Buyer’s address, facsimile number, or business practice); and
(e) Immediately advise the Seller of any material change in the nature of proceeds delivered from such sales.
10.3. The Seller and the Buyer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms and Conditions.
10.4. The Buyer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
10.5. Unless otherwise agreed to in writing by the Seller, the Buyer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
10.6. The Buyer unconditionally ratifies any actions taken by the Seller under and by virtue of the power of attorney given by the Buyer to the Seller.

 

11. Miscellaneous

11.1. If any provision of these terms and conditions shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
11.2. All Goods and Services supplied by the Seller are subject to the laws of New Zealand and the Seller takes no responsibility for changes in the law, which affect the Goods or Services supplied.
11.3. The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of the breach by the Seller of this contract.
11.4. Neither party shall be liable for any default due to any act of god, war, strike, lockout, industrial action, fire, flood, drought, storm or any other event beyond the reasonable control of either party.
11.5. The Buyer shall not set off against the Price amounts due from the Seller whether under the applicable contract of sale or otherwise.
11.6. The provisions of the Contractual Remedies Act 1979 shall apply to the contract as if Section 15(d) of the Act which states that nothing in the Act shall affect the Sale of Goods Act 1908, were omitted from the Contractual Remedies Act 1979.

 

12. Eligibility

Services of the Site would be available to only select geographies in New Zealand and
Internationally. Persons who are “incompetent to contract” within the meaning of New Zealand Contract and commercial law act 2017 are not eligible to use the Site. If you are a minor i.e. under the age of 20 years but at least 13 years of age you may use the Site only under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Use. If your age is below 20 years your parents or legal guardians can transact on behalf of you if they are registered users. You are prohibited from purchasing any material which is for adult consumption and the sale of which to minors is prohibited.

 

13. License & Site Access

BT grants you a limited sub-license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of BT. This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, product images, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of BT. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Site or of BT and its affiliates without express written consent.
You may not use any meta tags or any other “hidden text” utilizing the Site’s or BT’s name or trademarks without the express written consent of BT. Any unauthorized use terminates the permission or license granted by BT.

 

14. Account & Registration Obligations

All shoppers have to register and login for placing orders on the Site. You have to keep your account and registration details current and correct for communications related to your purchases from the site. By agreeing to the terms and conditions, the shopper agrees to receive promotional communication and newsletters upon registration. The customer can opt-out either by unsubscribing in “My Account “or by dropping in an email to info@biomimictheory.com

 

15. Pricing

All the products listed on the Site will be sold at NZD unless otherwise specified. The prices mentioned at the time of ordering will be the prices charged on the date of the delivery. Although prices of most of the products do not fluctuate on a daily basis, some of the commodities could change periodically based on the changes in production/operational conditions. In case the prices are higher or lower on the date of delivery no additional charges will be collected or refunded as the case may be at the time of the delivery of the order.

16. You may not use the Site for any of the following purposes:

1. Disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material.
2. Transmitting material that encourages conduct that constitutes a criminal offence or results in civil liability or otherwise breaches any relevant laws, regulations or code of practice.
3. Gaining unauthorized access to other computer systems.
4. Interfering with any other person’s use or enjoyment of the Site.
5. Breaching any applicable laws;
6. Interfering or disrupting networks or web sites connected to the Site.
7. Making, transmitting or storing electronic copies of materials protected by copyright without the
permission of the owner.

 

17. Colours

We have made every effort to display the colours of our fabric products that appear on the Website as accurately as possible. However, as the actual colours you see will depend on your monitor, we cannot guarantee that your monitor’s display of any colour will be accurate.
However, every single piece of our natural fibre products is unique in its own way because it’s 100% natural and it’s impossible to get uniformity in natural fibres. We cannot display every single piece of the product. The product you receive could be quite different from what you see online in terms of looks. But the functionality remains as shown in the images displayed.

 

18. Modification of Terms & Conditions of Service

BT may at any time modify the Terms & Conditions of Use of the Website without any prior notification to you. You can access the latest version of these Terms & Conditions at any given time on the Site. You should regularly review the Terms & Conditions on the Site. In the event the modified Terms & Conditions is not acceptable to you, you should discontinue using the Service. However, if you continue to use the Service you shall be deemed to have agreed to accept and abide by the modified Terms & Conditions of Use of this Site.

 

19. Governing Law and Jurisdiction

This User Agreement shall be construed in accordance with the applicable laws of New Zealand. The Courts at Auckland shall have exclusive jurisdiction in any proceedings arising out of this agreement. Any dispute or difference either in interpretation or otherwise, of any terms of this User Agreement between the parties hereto, the same shall be referred to an independent arbitrator who will be appointed by BT and his decision shall be final and binding on the parties hereto.

 

20. Reviews, Feedback, Submissions

All reviews, comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted or offered to the Site on or by this Site or otherwise disclosed, submitted or offered in connection with your use of this Site (collectively, the “Comments”) shall be and remain the property of BT. Such disclosure, submission or offer of any Comments shall constitute an assignment to BT of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Comments. Thus, BT owns exclusively all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Comments. BT will be entitled to use, reproduce, disclose, modify, adapt, create derivative works from, publish, display and distribute any Comments you submit for any purpose whatsoever, without restriction and without compensating you in any way. BT is and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay you any compensation for any Comments; or (3) to respond to any Comments. You agree that any Comments submitted by you to the Site will not violate this policy or any right of any third party, including copyright, trademark, privacy or any other personal or proprietary right(s), and will not cause injury to any person or entity. You further agree that no
Comments submitted by you to the Website will be or contain libellous or otherwise unlawful, threatening, abusive or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of “spam”. BT does not regularly review posted Comments but does reserve the right (but not the obligation) to monitor and edit or remove any Comments submitted to the Site. You grant BT the right to use the name that you submit in connection with any Comments. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Comments you submit. You are and shall remain solely responsible for the content of any Comments you make and you agree to indemnify BT and its affiliates for all claims resulting from any Comments you
submit. BT and its affiliates take no responsibility and assume no liability for any Comments submitted by you or any third party.

 

21. Copyright & Trademark

BT and its suppliers and licensors expressly reserve all intellectual property rights in all text, programs, products, processes, technology, content and other materials, which appear on this Site. Access to this Website does not confer and shall not be considered as conferring upon anyone any license under any of BT or any third party’s intellectual property rights. All rights, including copyright, in this website, are owned by BT. Any use of this website or its contents, including copying or storing it or them in whole or part, other than for your own personal, non-commercial use is prohibited without the permission of BT. You may not modify, distribute or re-post anything on this website for any purpose. The names and logos and all related product and service names, design marks and slogans are the trademarks or service marks of BT, its affiliates, its partners or its suppliers. All other marks are the property of their respective companies. No trademark or service mark license is granted in connection with the materials contained on this Site. Access to this Site does not authorize anyone to use any name, logo or mark in any manner. References on this Site to any names, marks, products or services of third parties or hypertext links to third party sites or information are provided solely as a convenience to you and do not in any way constitute or imply BT endorsement, sponsorship or recommendation of the third party, information, product or service.BT is not responsible for the content of any third-party sites and does not make any representations regarding the content or accuracy of material on such sites. If you decide to link to any such third-party websites, you do so entirely at your own risk. All materials, including images, text, illustrations, designs, icons, photographs, programs, music clips or downloads, video clips and written and other materials that are part of this Website (collectively, the & “Contents”) are intended solely for personal, non-commercial use. You may download or copy the Contents and other downloadable materials displayed on the Website for your personal use only. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Contents, the Website or any related software. All software used on this Website is the property of BT or its licensees and suppliers and protected by Indian and International copyright laws. The Contents and software on this Website may be used only as a shopping resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the Contents on this Website, is strictly prohibited unless permitted in writing by BT. Unless otherwise noted, all Contents are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by BT, one of its affiliates or by third parties who have licensed their materials to BT and are protected by New Zealand and international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all Contents on this Website is the exclusive property of BT and is also protected by Indian and International copyright laws.

 

22. Objectionable Material

You understand that by using this Site or any services provided on the Site, you may encounter Content that may be deemed by some to be offensive, indecent, or objectionable, which Content may or may not be identified as such. You agree to use the Site and any service at your sole risk and that to the fullest extent permitted under applicable law, BT and its affiliates shall have no liability to you for Content that may be deemed offensive, indecent, or objectionable to you.

 

23. Indemnity

You agree to defend, indemnify and hold harmless BT, its employees, directors, officers, agents and their successors and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses, including attorney’s fees, caused by or arising out of claims based upon your actions or inactions, which may result in any loss or liability to BT or any third party including but not limited to breach of any warranties, representations or undertakings or in relation to the non-fulfilment of any of your obligations under this User Agreement or arising out of your violation of any applicable laws, regulations including but not limited to Intellectual Property Rights, payment of statutory dues and taxes, claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other subscribers and infringement of intellectual
property or other rights. This clause shall survive the expiry or termination of this User Agreement.

 

24. Termination

This User Agreement is effective unless and until terminated by either you or BT. You may terminate this User Agreement at any time, provided that you discontinue any further use of this Site. BT may terminate this User Agreement at any time and may do so immediately without notice, and accordingly deny you access to the Site, Such termination will be without any liability to BT. Upon any termination of the User Agreement by either you or BT, you must promptly destroy all materials downloaded or otherwise obtained from this Site, as well as all copies of such materials, whether made under the User Agreement or otherwise. BT’s right to any Comments shall survive any termination of this User Agreement. Any such termination of the User Agreement shall not cancel your obligation to pay for the product already ordered from the Website or affect any liability that may have arisen under the User Agreement.

 

 

 

 

 

 

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