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Terms & Conditions of Sale in New Zealand

Terms and Conditions

These terms and conditions are the contract between you and [Ingenuity Drinks Ltd] (“us”, “we”, etc). By visiting or using Our Website, or signing up for our Services, you agree to be bound by them.

We are [Ingenuity Drinks Ltd], a company registered in New Zealand, NZBN number 1547810. Our address is 51 Mountain View Road, Springvale, Alexandra, New Zealand. GST Registration Number: 124-032-369.

You are:  Anyone who uses Our Website. Please read this agreement carefully and save it. If you do not agree with it, you should leave Our Website and stop using the site and the Services immediately.

These are the agreed terms

1.Definitions

“Content” means the textual, visual or aural content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations.

“Directory” means the [Ingenuity Drinks Ltd] Directory of [Beverages and Tonics], the purpose of Our Website.

"Intellectual Property" means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.

“Our Website”

means any website or service designed for electronic access by mobile or fixed devices which is owned or operated by us or any member of the [Ingenuity Drinks Ltd] group of companies. It includes all of the hardware and software installations that enable our website to function.

“Services”

means all of the services available from Our Website, whether free or charged.

2.Children on Our Website

Whatever the age of consent in your country, we are anxious that they should be protected from unsuitable Content. To protect your children, you should know our policy, which is as follows:

  1. In the children categories, our volunteers have checked both the entries, and, where relevant, the links.

  2. We do not knowingly collect personal information from any person under the age of 18 years.

  3. Any person of any age may freely access any page of Our Website. We do not check identities nor moderate Content.

  4. It is you, not we, who provide access to Our Website for the children in your care. It is for you to check that the Content your children might see is suitable for them.

  5. Where links are concerned, you may like to check the privacy policies of those sites where your children might visit frequently to see how they collect and use information.

  6. Filter software may also be useful to you.

  7. You acknowledge that we are not responsible for Content that anyone has placed on Our Website for the Content of site accessible by a link from Our Website.

  8. You now agree to waive any claim you may otherwise have against us on account of age-related suitability of Content and to indemnify us against any claim made by any person on behalf of a child in your care.

3.Intellectual Property

You agree that at all times you will:

  1. not do anything which does or might reduce the value of our Intellectual Property or challenge our ownership of it.

  2. notify us of any suspected infringement of the Intellectual Property;

  3. so far as concerns our work provided or made accessible by us to you, you will not:

    1. copy, or make any change to any part of its code;

    2. use it in any way not anticipated by this agreement;

    3. give access to it to any other person than you, the licensee in this agreement;

    4. in any way provide any information about it to any other person or generally.

    5. not use the Intellectual Property except directly as intended by this agreement or in our interest.

4.Disclaimers and limitation of liability

  1. The law differs from one country to another. This paragraph applies so far as the applicable law allows.

  2. All implied conditions, warranties and terms are excluded from this agreement.

  3. The Site includes Content posted by third parties. We are not responsible for any such posting. If you come across any Content which offends against this document, please contact us via the “Contact” page on the Site.

  4. You are advised that Content may include technical inaccuracies or typographical errors. This is inevitable in any large website. We would be grateful if you bring to our immediate attention, any that you find.

  5. The Site contains links to other Internet websites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the Content of any such linked website, nor for any loss or damage arising from your use of any such website or from your buying services or goods via such a website.

  6. The [https://www.saffronade.com] website and [Ingenuity Drinks Ltd] Services are provided “as is”. We make no representation or warranty that the [Beverage and Tonic Advice or services described] will be:

    1. useful to you;

    2. of satisfactory quality;

    3. fit for a particular purpose;

    4. available or accessible, without interruption, or without error.

  7. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.

  8. We accept no responsibility for:

    1. third party advertisements which are posted on Our Website or through the Services;

    2. the conduct, whether online or offline, of any User of Our Website or the Services;

    3. failure or malfunction of computer hardware or software or technical equipment or system connected directly or indirectly to your use of the Services.

  9. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 1 month period for the Services concerned.

  10. Except in the case of death or personal injury, our total liability under this agreement, however it arises, shall not exceed the sum of $ NZD [800].

  11. We shall not be liable to you for any loss or expense which is:

    1. indirect or consequential loss; or

    2. economic loss or other loss of turnover, profits, business or goodwill, even if such loss was reasonably foreseeable or we knew you might incur it.

  12. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to ourselves.

  13. Nothing in this agreement shall be construed as limiting or excluding our liability for death or personal injury caused by our negligence.

  14. Miscellaneous matters

  1. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

  2. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

  3. You agree that we may disclose your information including assigned IP numbers, account history, account use, etc. to any judicial or proper legal authority who makes a written request without further consent or notification to you.

  4. Any communication to be served on either of the Parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail. It shall be deemed to have been delivered: if delivered by hand: on the day of delivery; if sent by post or signature required courier to the correct address: within 96 hours of posting; If sent by e-mail to the address, we cannot accept liability for any errors incurred by this method and is therefore not legally binding in this contract, but Ingenuity Drinks Ltd will endeavour to reply from which the receiving party has last sent e-mail: within 48 hours if no notice of non-receipt has been received by the sender.

  5. This agreement does not give any right to any third party.

  6. The validity, construction and performance of this agreement shall be governed by the laws of New Zealand

  7.  Interpretation

  8. These terms and conditions of sale (as amended from time to time) (“terms and conditions”), apply to and govern the supply of all goods by Ingenuity Drinks Ltd to the Customer. All orders received by Ingenuity Drinks Ltd from the Customer will constitute an offer by the Customer to acquire the goods on these terms and conditions. A contract is made only on acceptance (in whole or part) of the order by Ingenuity Drinks Ltd. In these terms and conditions, the term “Customer” means the person, firm, company or entity buying the goods from the Supplier; “goods” means packaged beverages and other products supplied by the Supplier and includes all the goods described in invoices issued by the Supplier to the Customer; “Supplier” and “Saffronade” means Ingenuity Drinks Limited; “CGA” means Consumer Guarantees Act 1993; and “Guarantor” means the person guaranteeing payment in full should the Customer not pay, as specified in the Customer’s application for credit or as a membership.

  9. Conflict: In the event of any conflict between these terms and condition of sale and the terms of any other document (including, without limitation, any invoices) these terms and conditions shall prevail (except as expressly agreed otherwise by Ingenuity Drinks Ltd, in writing, including in Ingenuity Drinks' standard terms of trade. For the avoidance of doubt, the conduct of Ingenuity Drinks or any of its employees or representatives will not constitute acceptance by Ingenuity Drinks of any existing or subsequent terms and conditions provided to ingenuity Drinks Ltd). These terms and conditions may only be varied by the agreement of the Customer or Supplier in writing.

  10.  Price: Unless expressly agreed otherwise by Ingenuity Drinks, the purchase price of the goods is the price specified in the current price list at the date of the order of the relevant goods. The Customer shall pay the price indicated on the invoice, current price list or other similar document issued by the Supplier (and where there is a conflict, the Customer shall pay the price indicated on the current price list).

  11. The Customer acknowledges and agrees that prices are subject to increase due to exchange rate fluctuations or increases in supplier costs beyond Ingenuity Drinks' reasonable control. Ingenuity Drinks may vary the price of goods supplied to the Customer by giving written notice of variation.

  12. The variation will not apply to goods ordered before the date of receipt by the Customer of written notice of variation.

  13. Unless otherwise specified, Ingenuity Drinks' prices are stated exclusive of all taxes (including any goods and services tax payable under the Goods and Services Tax Act 1985), tariffs, duties or impositions of a similar nature imposed by any government or other authority to wholesale and inclusive for online retail. Where applicable, such amounts shall be added to the invoice issued to the Customer, and the Customer shall be required to pay such amounts at the same time as paying the prices for the goods.

  14. Order Processing and Delivery: Delivery of the goods will be considered to have been made when the goods arrive at the delivery point agreed with the Customer regardless of whether the Customer accepts delivery or, if the Customer is to arrange delivery of the goods, when the goods are available for collection by the Customer. The Customer is responsible for unloading the goods at the delivery point and must do so promptly on arrival of the goods at the delivery point.

  15. Any time which the Supplier quotes for delivery is an estimate only and is subject to Ingenuity Drinks suppliers’ stock levels and/or order production schedules and/or shipping dates, and accordingly Ingenuity Drinks reserves the right to alter delivery dates. The time agreed for delivery of the goods is not an essential term of any contract, unless expressly acknowledged and agreed to be by Ingenuity Drinks in writing before the order is fulfilled.

  16. No goods are offered on a sale or return basis, unless by prior arrangement expressly authorised by Ingenuity Drinks Ltd and Ingenuity Drinks representatives are not authorised to accept orders for goods to be supplied on a sale or return basis.

  17. Cancellations or variations to an order may be accepted at the sole discretion of the Supplier, on such terms as the Supplier may specify. The Supplier may cancel any order if it determines that it will be unable to deliver the goods within a reasonable time.

  18. The Supplier will use reasonable commercial endeavours to meet any estimate for delivery, but will not be liable for, nor may the Customer cancel any order, withhold payment, refuse delivery or reject performance, or make a claim against the Supplier for any losses caused to the Customer as a result of, any delay in delivery or performance.

  19. The quality, quantity and condition of the goods must be checked at the time of delivery.

  20. The Supplier will only allow a credit for shortages if the shortage has been noted on the delivery docket at the time of delivery and the relevant claim is made in accordance with clause 9. An endorsement “subject to check” (or similar) noted on the delivery docket will not be accepted by the Supplier as sufficient noting of the delivery docket in accordance with this clause.

  21. Any request for a copy of a delivery docket must be made to the Supplier within 30 days of delivery of the goods to which the delivery docket relates.

  22. Payment: The Customer must pay in full all amounts due to the Supplier upon, or prior to delivery unless the Customer has a credit account. If the Customer has a credit account, the Customer must pay in full all amounts due to the Supplier on or before the 20th of the month following the date of the invoice or as otherwise agreed in writing between the Customer and the Supplier.

  23. The Supplier may require the Customer to pay cash in full prior to delivery if in the Supplier’s opinion the credit worthiness of the Customer becomes unsatisfactory.

  24. If the customer has not paid in full by the due date, the Supplier may:
    (a) charge the Customer interest on the overdue monies from the date of delivery of the goods until paid in full. The interest rate shall be at a rate equal to the prevailing cost of funds to the company plus 5% per annum, calculated on a daily basis from the date payment is due until the date payment in full (including accrued interest) is received by Ingenuity Drinks;
    (b) pursue an action for the price of the goods for which payment has not been made, even though property in the goods remains with the Supplier;
    (c) recover from the Customer the costs and expenses (including legal costs on a solicitor and own client basis) incurred by the Supplier in recovering any overdue monies or in pursuing any action in respect of the overdue monies; and
    (d) without any prior notice or demand, set-off or deduct any amounts owing (or to become owing) by ingenuity Drinks to the Customer in order to reduce any payment due (or to become due) by the Customer to ingenuity Drinks.

  25. The Customer must pay the Supplier in full and on time for the goods delivered even if:
    (a) there was a delay in delivery of the goods;
    (b) the Customer disputes the quality, quantity or condition of the goods delivered.

  26. The Customer may not deduct or withhold any amount (whether by way of set off, counterclaim or otherwise) from any money owing to the supplier. All payments must be made in New Zealand dollars.

  27. The Customer must pay to and indemnify the Supplier against all costs and expenses incurred (including legal costs on a solicitor and own client basis) by the Supplier in connection with:
    (a) default by the Customer under these terms and conditions;
    (b) the recovery of any monies due and payable but unpaid by the Customer; and
    (c) the exercise or attempted exercise by the Supplier of any power conferred on it by these terms and conditions.

  28. Risk
    The risk of loss or damage to the goods shall pass to the Customer on delivery or deemed delivery in accordance with clause 4.1.

  29. Title: Until the Supplier has received full payment in cleared funds for the goods and all other monies due and payable to the Supplier by the Customer:

  30. (a) property in the goods shall remain with the Supplier and title in them will not pass to the Customer;
    (b) the Customer shall store the goods in a way that clearly indicates the Supplier’s title to the goods.

  31. The Customer may sell the goods in the ordinary course of its business, provided that if the Customer sells the goods to its customers before ownership has passed to the Customer, all proceeds of sale shall be received and held by the Customer in trust for the Supplier to the extent of all amounts owing by the Customer to the Supplier. The authority granted under this clause may be revoked by Ingenuity Drinks at any time and is automatically revoked upon the occurrence of an event described in clause 8 below.

  32. This clause shall apply even though the Supplier may give credit to the Customer.

  33. The Supplier may bring an action for an amount owing in relation to goods sold even where ownership of the goods may not have passed to the Customer.

  34. Right of Entry and Resale

  35. If the Customer:
    (a) (being a natural person) commits an act of bankruptcy;
    (b) (being a company) does anything which entitles anyone to apply to liquidate the Customer or an administrator or receiver or receiver and manager of the Customer is appointed; or
    (c) breaches any of these terms and conditions, then the Customer irrevocably authorises the Supplier to use reasonable force to enter premises where the goods may be located, without notice directly or by its agents, to take possession of and resell the goods. The Customer indemnifies the Supplier against all claims arising out of the entry by the Supplier to premises to take possession of the goods.

  36. Return of Goods

  37. All claims for delivery of an insufficient quantity of goods or for delivery of the wrong goods or for goods damaged in transit must be made to the Supplier within two (2) days of delivery. The Supplier will only accept claims under this clause if, as applicable:
    (a) the damaged or wrong goods are returned within two (2) days of delivery); and
    (b) the returned goods are accompanied by details of the Supplier’s original invoice number in respect of such goods; and
    (c) in respect of goods damaged in transit, the damage was noted on the delivery docket at the time of delivery; and
    (d) in respect of delivery of the wrong goods or an insufficient quantity of goods, the fact that the wrong goods or an insufficient quantity of goods were delivered was noted on the delivery docket at the time of delivery; and
    (e) the claim is made in accordance with any other procedures advised by the Supplier from time to time.

  38. Warranty and liability

  39. With respect to each good supplied by the Supplier to the Customer under these terms and conditions of sale, the Supplier warrants to the Customer that, subject to clause 10.2, the good is, at the date of delivery, fit for the purpose for which goods of the type in question are commonly supplied (“fit for purpose”). If, in the opinion of the Supplier, the good is not fit for purpose, the Supplier will, at its option, replace the good with an identical or similar good or provide a refund of any money paid for the good.

  40. The warranty in clause 10.1 will not apply:
    (a) if the failure of the good is due to an act or default or omission of, or any representation made by, any person other than the Supplier or a cause beyond the control of the Supplier;
    (b) unless a written claim (other than a claim covered by clause 9, which will be dealt with under clause 9) is received by the Supplier within 30 days after the date of delivery of the relevant good and the Supplier is given the opportunity to inspect the relevant good immediately after the failure is discovered;
    (c) if the good has been modified or incorrectly handled or stored.

  41. If the Customer is a consumer under the CGA:
    (a) and is acquiring or holding itself out as acquiring the goods for the purposes of a business, the CGA will not apply and the Customer agrees that this clause is reasonable in the context of these terms and conditions; and
    (b) the Supplier does not undertake that facilities for repair and parts for the goods are available.

  42. If the Customer is acquiring the goods for the purpose of resupplying them in trade, the Customer will:
    (a) include in its conditions of sale with its customers a clause to the effect that the CGA will not apply where the Customer’s customer acquires or holds itself out as acquiring the goods for the purposes of a business and the Customer acknowledges that such clause is reasonable;
    (b) notify its customers of the effect of clause 10.4(a);
    (c) take reasonable action to notify its customers at or before the time the goods are supplied to such customers that the Supplier does not undertake that repair facilities and parts will be available for the goods;
    (d) not make any representations or give any express warranties to its customers relating to the goods unless authorised in writing to do so by the Supplier; and
    (e) indemnify the Supplier against all losses, costs, damages or liabilities which the Supplier may incur or be liable to pay arising out of the Customer’s failure to take the action required under this clause 10.4.

  43. Subject to clause 42:
    (a) all warranties (other than the warranty contained in clause 10.1), descriptions, representations or conditions whether implied by law, trade, custom or otherwise are, and all other liability of the Supplier (other than the liability under clause 9), whether in tort (including negligence), contract, under statute or otherwise is, expressly excluded to the fullest extent permitted by law;
    (b) insofar as the Supplier may be liable notwithstanding clause 10.5(a), to the extent permitted by law, the total liability of the Supplier whether in tort (including negligence), contract, under statute or otherwise for any loss, damage or injury arising directly or indirectly from any defect in any good or any breach of the Supplier’s obligations to the Customer is, to the extent permitted by law, limited, at the Supplier’s option, to:
    (i) the price of the good complained of;
    (ii) the cost of replacing the defective good; or
    (iii) the actual loss or damage suffered by the Consumer;
    (c) except where statute expressly requires otherwise, the Supplier will not be liable in any event for any loss of profits or any consequential, indirect or special damage, loss or injury of any kind suffered by the Customer or any other person.

  44. Subject to clause 41, nothing in these terms and conditions of sale will affect any rights a consumer may have under the CGA.

  45. Notice

  46. Any notice to be given by the Supplier or the Customer to the other must be in writing and may be given by email, post or hand delivered to the other’s business address as last known to the party giving it.

  47. A notice:
    (a) given by email shall be deemed to be given on the business day of successful transmission (or the immediately following day if transmitted after 5pm)
    (b) sent by pre-paid post shall be deemed to be given on the business day following the day on which it was posted;
    (c) delivered by hand shall be deemed given when delivered.

  48. Entire Agreement, Amendments and Assignment

  49. These terms and conditions constitute the entire agreement or contract between the Supplier and the Customer for the supply of goods by the Supplier.

  50. The Customer acknowledges that neither the Supplier nor anyone purporting to act on its behalf has made any representation or given any promise or undertaking which is not expressly set out in writing, whether as to the fitness of the goods for any particular purpose or any other matter.

  51. The Supplier may alter these terms and conditions;
    (a) without notice if done so at the request of the Customer, or the Customer is in default of any of these terms and conditions;
    (b) in any other case, on given seven (7) days prior written notice to the Customer.
    12.4 Ingenuity Drinks may assign or transfer any of its rights or obligations under this Agreement, including any part of the Customer’s indebtedness to Ingenuity Drinks. Each of Ingenuity Drinks Ltd assignees and transferees shall have the same rights and remedies against the Customer as Ingenuity Drinks has under these terms and conditions. The Customer must not assign its rights or obligations under or in connection with these terms and conditions without the prior written consent of Ingenuity Drinks. A change in the effective management or control of the Customer or any parent company of the Customer will be deemed to be an assignment for the purpose of these terms and conditions, requiring Ingenuity Drinks' prior written consent. Any permitted assignment, transfer or sub-contracting will not relieve the Customer of the Customer’s responsibility for due performance under these terms and conditions.

  52. The parties each agree, for the purposes of section 5D of the Fair Trading Act 1986 (FTA) that they are contracting out of sections 9, 12A and 13 of the FTA in respect of all matters covered by this Agreement, provided that this clause shall only apply if the Customer is acquiring the goods in trade. The parties each had the opportunity to receive advice from a lawyer prior to entering into the terms and conditions and agree that this clause is fair and reasonable in the context of those terms and conditions.

  53. Intellectual property rights & trademarks

  54. Any intellectual property rights created by Ingenuity Drinks in the course of performing its obligations under these terms and conditions or otherwise in the manufacture of the goods shall remain Ingenuity Drinks Ltd property. Nothing in these terms and conditions shall be deemed to give the Customer a licence or any other right to use any of the intellectual property rights of or licensed to Ingenuity Drinks.

  55. The Customer shall keep confidential and shall not, without the prior consent of Ingenuity Drinks, in writing, disclose to any third party or otherwise make public the conditions or existence of these terms and conditions or any other confidential or sensitive information of Ingenuity Drinks.

  56. In the event that the Customer becomes aware of or suspects any infringement of Ingenuity Drinks Ltd intellectual property, the Customer shall immediately notify Ingenuity Drinks and shall at the request of Ingenuity Drinks provide Ingenuity Drinks with such co-operation and assistance as may be reasonably required by Ingenuity Drinks in taking any action against any such infringement or suspected infringement.

  57. The provisions of this clause 53 will survive any termination or expiry of these terms and conditions.

  58. Force Majeure

  59. Notwithstanding any other provision of these terms and conditions, non-performance by either the Supplier or the Customer of their respective obligations (other than to pay money) under these terms and conditions shall be excused, without liability for non-performance, during the time and to the extent that such performance is prevented, wholly or substantially, by Force Majeure.

  60. The party claiming the benefit of this clause shall promptly give written notice to the other party specifying the cause and extent of its inability to perform any of its obligations under these terms and conditions and the likely duration of such non-performance. Such party shall take all reasonable steps to remedy or abate the Force Majeure.

  61. Performance of any obligation affected by Force Majeure shall be resumed as soon as reasonably possible after the termination or abatement of the Force majeure.
    For the purposes of this clause 58 “Force Majeure” means an event beyond the reasonable control of a party, which results in or causes the failure of that party to perform any of its obligations under these terms and conditions, provided that lack of funds will not be considered a Force Majeure.

  62. Territory

  63. The goods are intended for sale and consumption in New Zealand. If the goods are exported from New Zealand by the Customer, or any other person, Ingenuity Drinks does not accept any liability or responsibility for complying with any overseas statute, regulation or other legal requirement relating to labelling, permitted containers, contents, or any other matter. The Customer’s right to export the goods is not in any way restricted by this clause.

  64. Governing Law

  65. These terms and conditions shall be governed by and construed in accordance with the laws of New Zealand and the Supplier and the Customer submit to the jurisdiction of the Courts of New Zealand.

  66. Consumer Promotions

  67. The Supplier and the Customer may from time to time agree to undertake and participate in promotional campaigns relating to the goods. All terms relating to such promotional campaigns will be agreed in writing between the Supplier and the Customer.

  68. Packaging

  69. The Customer shall follow all requirements of the Supplier relating to the packaging of the goods, as advised by the Supplier from time to time.

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

  71. Terms used in this section which have a particular meaning in the PPSA, shall have the meaning ascribed in the PPSA.

  72. To secure payment by the Customer to Ingenuity Drinks of the amount owing, the Customer grants to Ingenuity Drinks a security interest in the goods and the proceeds of such goods. These terms and conditions constitute a Security Agreement creating a Purchase Money Security Interest in those goods and the proceeds of such goods.

  73. The Customer undertakes:
    (a) promptly to do all things, sign any further document and/or provide any information that Ingenuity Drinks may reasonably require to ensure Ingenuity Drinks is paid all sums due to Ingenuity Drinks Ltd and otherwise to protect the interests of Ingenuity Drinks under these terms and conditions (including by registration of a financing statement and ensuring that Ingenuity Drinks has a first ranking perfected Security Interest in the goods and the proceeds of the goods); and
    (b) to give Ingenuity Drinks (addressed to the financial controller or equivalent) not less than 14 days’ prior written notice of any proposed change in the Customer’s name and/or any other changes in the Customer’s details (including changes to the Customer’s address, facsimile, email, trading name or business practice).

  74. The Customer waives its right to receive a verification statement under section 148 of the PPSA in respect of any financing statement relating to a Security Interest.

  75. To the extent permitted by law, the Customer and Ingenuity Drinks Ltd contract out of:
    (a) section 114(1)(a), 133 and 134 of the PPSA; and
    (b) the Customer’s rights referred to in sections 107(2)(a),(c), (d), (h) and (i) of the PPSA.

  76. Each Security Interest is a continuing security, notwithstanding any intermediate payments, settlement of accounts or anything else, and each Security Interest shall continue until Ingenuity Drinks gives the Customer a final release.

  77. Nothing in these terms and conditions is to be construed as an agreement that a Security Interest under these terms and conditions attaches at a later time than the time specified in section 40(1) of the PPSA.

  78. Ingenuity Drinks may allocate amounts received from the Customer in any manner Ingenuity Drinks determines, including in any manner required to preserve a Purchase Money Security Interest it has in the Goods.

  79. The Customer and/or Guarantor must provide Ingenuity Drinks with information and any associated documentation reasonably requested by Ingenuity Drinks from time to time relating to the Customer and/or Guarantor’s financial status.

  80. If at any time Ingenuity Drinks considers that the financial status of the Customer and/or Guarantor is unsatisfactory, Ingenuity Drinks may require the Customer and/or Guarantor to grant additional Security Interests as security for the amount owing and Ingenuity Drinks may suspend or cancel further deliveries of goods to the Customer until the Customer and/or Guarantor has provided such Security Interest.

  81. The Customer will not, without Ingenuity Drinks prior written consent, enter into any Security Agreement that permits any other person to register any Security Interest in respect of the goods or their proceeds.

  82. To the maximum extent permitted by the PPSA, the Customer agrees that:
    (a) the provisions of Part 9 of the PPSA that are for the benefit of the Customer or that place obligations on Ingenuity Drinks will apply only to the extent that they are mandatory or Ingenuity Drinks agrees to their application in writing; and
    (b) where Ingenuity Drinks has rights in addition to those in Part 9 of the PPSA, those additional rights will continue to apply.

  83. For the purposes of sections 71 and 72 of the PPSA, these Terms secure future advances.

  84. Severability

  85. If any provision of these terms and conditions is illegal, invalid or unenforceable then:
    (a) where that provision can be modified to give it a valid and enforceable operation of a partial nature, it must be modified to the minimum extent necessary to achieve that result; and
    (b) in any other case, that provision will be considered to be severed from these terms and conditions and in which event the remaining provisions of these Terms operate as if the severed provision had not been included. 

Payment Methods

ONLINE PURCHASE WEBSITE SALES AGREEMENT:
 
Terms and Conditions Version Alpha
1. Recitals 1.1 Ingenuity Drinks Ltd is the owner of trademarks, patents, trade secrets, copyrights, processes, know how, registered designs or other Intellectual Property and provides a beverage product line. 1.2 Ingenuity Drinks Ltd has agreed to grant You with access to the Site, the Services, but restricts all use of Intellectual Property and Confidential Information as set out in this Agreement. 1.3 All products of Ingenuity Drinks Ltd or an affiliate including the saffronade.com website, any payment processing pages and online documentation (collectively, the “Services”) are subject to the Terms and Conditions stated below. 1.4 By the use of the Site or the Services You agree to be bound by this Agreement. If You do not agree to the Terms and Conditions set out below You must not use the Site or the Services. 2. Interpretation – Definitions 2.1 In these Terms and Conditions, the following terms have the following meanings: “Account” means Your user name and identifying particulars supplied to Ingenuity Drinks Ltd at the commencement of this Agreement. “Anniversary Date” means an anniversary of the Commencement Date. “Agreement” means this agreement as amended from time to time including schedules and terms included by reference. “Business” means all activities associated with the beverage products and all transactions including purchases and refunds and includes development of the Site, the Services and Intellectual Property. “Card” means a debit, charge, credit or other financial transaction card (including a virtual card) issued by a bank or financial institution. “Cardholder” means the person acquiring goods or services from You and payment for the goods or services is processed through use of the Services. “Cardholder Data” means information supplied by You to Ingenuity Drinks Ltd about the Cardholder, including but not limited to the Cardholder’s name, Card details, address and contact details. “Card Scheme” means any scheme for the issue of Cards operated by a bank or financial institution and includes, without limitation, Mastercard, Visa, American Express, JCB, Discover, Diners Club and eftpos Payments New Zealand and Australia (ePAL). “Commencement Date” means the first day of the month in which you register on the Site. “Confidential Information” means (i) all information acquired created or commissioned by Ingenuity Drinks during the course of or in connection with the Business by Ingenuity Drinks Ltd, including information about Ingenuity Drinks Ltd, the Business, processes, systems, equipment, dealings, transactions, policies, finances, organisation or personnel, or about those of its Customers, Third Party Service Providers, or anyone associated with it or them, unless that information is readily available to the public, and shall include (but not be limited to) Ingenuity Drinks Ltd principles, policies, procedures, Intellectual Property and other documents, or material which Ingenuity Drinks Ltd may direct You to treat as Confidential Information; and (ii) Global Payments or its affiliates’ Attestation of Compliance under any standard promulgated by the Payment Card Industry Security Standards Council (“PCI-SSC”) and any similarly functioning audit report/attestation (cumulatively, hereinafter “AOC”). “Copyright Material” means any work or other subject-matter in which copyright subsists or is capable of subsisting under the Copyright Act 1968 (Cth) or equivalent legislation. “Customer” means You and all users of the Site and the Services. “Customer Information” means all customer information about customers including name, address, contact details, use of Services, their arrangements with Ingenuity Drinks Ltd and their Internet Merchant Facility details. Ingenuity Drinks Ltd refers to NZBN: 9429046307606. “GST” means any tax in the nature of a tax on or on the supply of goods, real property, services, or other things (or similar tax) levied, imposed or assessed by the New Zealand Government. “Intellectual Property” means all intellectual property rights of Ingenuity Drinks Ltd whether in relation to the Site or Products or Services or otherwise and includes all or any of the following: a. the Trade Marks of Ingenuity Drinks Ltd, whether in relation to the Site or Services or otherwise; b. the Trade Name or any other trade name under which Ingenuity Drinks Ltd sells, provides or distributes its Products; c. the technical and other information or expertise devised, developed or acquired by Ingenuity Drinks Ltd or its employees or others applied in the development, servicing and sale of the Site or Products and in the management and operation of the Business; d. copyright of Ingenuity Drinks in any written material, plans, designs, logos, slogans, labels, insignia or other work relating to the manufacture, merchandising, displaying, promotion and selling of the Site or Products; and e. the designs, whether or not registered or protected by copyright devised or acquired by Ingenuity Drinks Ltd and applied to the Business, the Site or Products. “Live Gateway” a functioning gateway linked to Your Merchant Bank that allows processing of transactions. “Merchant Bank” a financial institution that provides internet merchant facilities for the use of processing credit card transactions via the Internet. “Processes” include technologies, products, devices, processes or techniques."Products" refers to brand saffronade beverages and other products. “Terms and Conditions” means these terms and conditions as amended from time to time, and other terms incorporated by reference. “Trade Marks” means the existing or future trade marks owned, used or developed by Ingenuity Drinks Ltd during the term of this Agreement “You” and “Your” includes all persons entering this Agreement with Ingenuity Drinks Ltd and where the context allows includes your partners, officers, employees, consultants, contractors and agents. 3. Interpretation – General 3.1 In this Agreement, unless the context otherwise requires: 3.1.1 references to any “party” means a party to this Agreement and includes the successors, executors, administrators and permitted assignees (as the case may be) of that party. 3.1.2 where a party consists of more than one person, the liability of those persons under this Agreement is joint and several. 3.1.3 references to any document include references to that document as modified, novated, supplemented, varied or replaced from time to time. 3.1.4 references to a month or a year are references to a calendar month or calendar year. 3.1.5 all references to legislation include any re-enactment of, or amendment to, that legislation and all legislation passed in substitution for that legislation. 3.1.6 references to a “person” include an individual, firm, company, corporation or unincorporated body of persons, any public, territorial or regional authority, any government, and any agency of any government or of any such authority. 3.1.7 a reference to a time of day means the time in Wellington, New Zealand. 3.1.8 headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. 4. Formation of Contract 4.1 You agree and acknowledge that You have entered into a legally binding and enforceable contract with Ingenuity Drinks Ltd by transacting with Ingenuity Drinks Ltd. 4.2 In consideration of Ingenuity Drinks Ltd agreeing to Your use of the Site and/or the Products, You agree to comply with this Agreement. 4.3 You agree to be bound by any additional terms and conditions (“additional terms and conditions”) that you have accepted in subscribing for Third Party Services, and that such additional terms and conditions are incorporated by reference into this Agreement. 5. Commencement and Term 5.1 Where You have requested the Products be provided on an annual basis, this Agreement: 5.1.1 is for a minimum term expiring 12 months after the Commencement Date (unless otherwise agreed in writing); 5.1.2 shall be automatically renewed on the Anniversary Date; and 5.1.3 will continue for successive 12 month periods unless either party gives the other written notice of termination at least 30 days before the expiry of the relevant term. 5.2 Where You have requested the Services be provided on a monthly basis, this Agreement will automatically renew each month, until either party gives the other one months’ prior written notice of termination. 6. Acceptance of Terms 6.1 Before using the Site, You should read this Agreement (and any additional terms and conditions and related agreements) carefully and ensure that You understand ALL of the Terms and Conditions. If You do not agree to ALL Terms and Conditions, then You must not use the Site or the Services. 6.2 This Agreement and any terms incorporated by reference in this Agreement override any terms or conditions previously published by Ingenuity Drinks Ltd. 6.3 Each time a transaction is processed on the merchant Gateway, through Your Account, whether the transaction result is successful or not, You are agreeing to the Terms and Conditions. 6.4 You agree to act in compliance with all applicable laws and Card Scheme rules (including the requirements of the PCI-DSS Standard) (including those relating to privacy and the collection, storage and use of personal and sensitive information, data security, cyber security and electronic transactions) and in accordance with all reasonable directions given by Ingenuity Drinks Ltd from time to time which are in compliance with those laws and rules. 6.5 Without limiting the requirements of clause 6.4, for any purpose related to the Products, You agree to only use information systems which are fully compliant with all applicable laws and Card Scheme rules. 7. Amendment 7.1 Ingenuity Drinks Ltd may amend this Agreement (including, but not limited to, the Products and the Product Fees) at any time by posting the Agreement incorporating the amendments (‘Amended Agreement’) on the Ingenuity Drinks Ltd Saffonade website, and following provisions apply to any such amendment. 7.2 The Amended Agreement will come into effect and apply from the Amendment Effective Date, which is, subject to this clause, immediately on the date the Amended Agreement is posted on the Ingenuity Drinks Ltd website. 7.3 If an amendment will have a material impact on You, Ingenuity Drinks Ltd will not be obligated to give to You notice of the amendment. 7.4 If you do not agree to an amendment which will have a material impact on You, You must before the Amendment Effective Date notify Ingenuity Drinks Ltd by written notice setting out the amendment, the material impact and that You do not agree, in which case (i) the Amended Agreement without that amendment will apply to any Product provided to you after the Amended Agreement is posted but before the Amendment Effective Date and (ii) you must cease using the Product on the date immediately prior to the Amendment Effective Date. Your continued use of the Product on or after the Amendment Effective Date constitutes your acceptance of, and agreement to, the Amended Agreement including the amendment. 8. Access 8.1 Ingenuity Drinks Ltd, the developer of the Site and the Products, grants You non-exclusive access to the Site and the Products via an account upon these Terms and Conditions. The Site and the Services, including any upgrades thereof and any code, program or software given to You to enable Your use of the Site or Services, shall remain the property of Ingenuity Drinks Ltd. 9. Restricted Use 9.1 You will not use the Intellectual Property or Confidential Information to manufacture, have made, use or market a similar site or similar services in any location nor will You use the Intellectual Property or Confidential Information for any purpose other than expressly permitted by Ingenuity Drinks Ltd in writing. Where Ingenuity Drinks Ltd has indicated to You that the whole or any part or parts of the Intellectual Property comprises Confidential Information You will not at any time during this Agreement or after its termination or expiry disclose such Confidential Information to any person without obtaining Ingenuity Drinks Ltd's express prior written consent. You will take such steps as may be necessary to ensure that any of Your servants or agents do not disclose such Confidential Information including any Intellectual Property. 9.2 You may not and warrant that You will not: 9.2.1 copy, produce, transmit, transcribe, store in a retrieval system, or translate in any language (natural or computer) any part of the Site, the Products, Intellectual Property or Confidential Information; 9.2.2 transfer or attempt to transfer any part of the Site, the Products, Intellectual Property or Confidential Information or Your right to access them or otherwise make them available to any other person; 9.2.3 attempt to discover Ingenuity Drinks Ltd's source code; 9.2.4 sublicense, rent or lease any portion of the Site, the Products, Intellectual Property or Confidential Information; 9.2.5 reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Site or Services, or create derivative works from the Site, the Services, Intellectual Property or Confidential Information, except so far as such actions are permitted by applicable law notwithstanding this limitation or are approved in writing by Ingenuity Drinks Ltd; 9.2.6 use the Site, the Products, Intellectual Property or Confidential Information for any illegal purpose; 9.2.7 allow Your Account to be used for any illegal purpose; or 9.2.8 allow Your Account to be used by another person for any purpose. 10. Password Policy 10.1 Your password for access to MYsaffroande must: 10.1.1 be a minimum of 8 characters long; 10.1.2 contain at least one lowercase letter, one uppercase letter, and one number; and 10.1.3 be unique and must not be the same as your 5 most recent passwords. 10.2 Passwords may expire every 60 days and You may be prompted to change your password after logging in. 11. Fees 11.1 During the term of this Agreement You must pay to Ingenuity Drinks Ltd the Fees. 11.2 Where applicable, you warrant that You understand and agree to the fee structure as outlined in the Fee Product Schedule. 12. Infringement 12.1 If You learn of any infringement or threatened infringement of the Intellectual Property or Confidential Information; or 12.1.1 any common law passing-off which may cause deception or confusion to the public by a third party, or 12.1.2 any infringement or threatened infringement of the Intellectual Property or Confidential Information; You must immediately notify Ingenuity Drinks Ltd in writing giving particulars of the infringement or threatened infringement. 12.2 Ingenuity Drinks Ltd will at its sole discretion institute and prosecute an action in respect of the infringement. 13. Costs for Breach 13.1 If Ingenuity Drinks Ltd is required by You or by an order sought by You to participate in any litigation in which You are involved whether under subpoena or order of a court of competent jurisdiction, including complying with any order for discovery or attending court to give evidence, You shall bear all costs incurred by Ingenuity Drinks Ltd in connection with the provision of such participation including Ingenuity Drinks Ltd costs for taking legal or other professional advice or representation on a full indemnity basis. 13.2 Further, You agree and acknowledge that where You take any action including legal action against or involving Ingenuity Drinks Ltd You will provide security for such costs to Ingenuity Drinks Ltd upon written demand. 14. Termination 14.1 Either party may terminate this Agreement at any time and without a reason by giving at least 30 days written notice to the other party. 14.2 Any fraudulent or damaging activities or attempts to compromise the Ingenuity Drinks Ltd Site or Products will give Ingenuity Drinks Ltd a right to immediately terminate this Agreement and Your use of the Site and Products. 14.3 Ingenuity Drinks Ltd shall have the right to terminate this Agreement immediately by written notice to You if: 14.3.1 You become insolvent or unable to pay Your debts in the ordinary course of business. 14.3.2 In the case of an individual, if a petition for bankruptcy is presented or in the case of a company, if a receiver or administrator is appointed. 14.3.3 In the case of a company, You permit an order to be made or a resolution to be passed for the winding up of the company. 14.3.4 You permit or propose a compromise or arrangement to be made between You and any of Your creditors. 14.3.5 You assign all or part of Your assets for the benefit of any creditor. 14.3.6 You or any of Your Directors are convicted of a criminal offence which in the case of an individual could carry a term of imprisonment or in the opinion of Ingenuity Drinks Ltd has or has the potential to cause damage or injury to the reputation and standing of Ingenuity Drinks Ltd. 14.3.7 You purport or attempt to transfer, assign or deal with this Agreement or the Site or Products without the written consent of Ingenuity Drinks Ltd 14.3.8 In Ingenuity Drinks Ltd's reasonable opinion, the processing of Your transactions exposes Ingenuity Drinks Ltd an unacceptable level of risk. 14.4 Ingenuity Drinks Ltd shall have the right to terminate this Agreement by notice in writing if: 14.4.1 You fail to pay monies payable to Ingenuity Drinks Ltd on the due date or breach another term of this Agreement. 14.4.2 You purport to or use the Site, the Products, Intellectual Property or Confidential Information in a manner not approved by Ingenuity Drinks Ltd. 14.4.3 You (or any of Your directors or anyone on Your behalf) do or neglect to do anything which in Ingenuity Drinks Ltd's opinion is likely to bring disrepute upon Ingenuity Drinks Ltd. 14.4.4 You engage a competitor of Ingenuity Drinks Ltd to provide similar products to those provided by Ingenuity Drinks Ltd 14.4.5 You have not remedied a breach (if it is capable of remedy): 14.4.5.1 in the case of any obligation to comply with any statutory law or regulatory obligation relating to the Business the use of the Site or Products, within 7 days of written notice from Ingenuity Drinks Ltd ; or 14.4.5.2 in the case of any other obligation, within 14 days of written notice from Ingenuity Drinks Ltd 14.4.6 Your conduct or actions directed to Ingenuity Drinks Ltd or its representatives is deemed to be unconscionable, unreasonable, or inappropriate as reasonably determined by Ingenuity Drinks Ltd 14.5 Notwithstanding clause 14.3 or 14.4, if You have been guilty of any breach, non-observance or non-performance of the same obligation twice in any one year period, or if  Ingenuity Drinks Ltd given notice on not less than two occasions in any 12 month period, Ingenuity Drinks Ltd may terminate this Agreement immediately by written notice to You without prior warning or notice if a third or subsequent breach, non-observance or non-performance occurs within a period of 6 calendar months from the second or last of such occurrences. 14.6 If You breach this Agreement: 14.6.1 Eway shall be entitled to recover damages from You for breach. Such entitlement shall be in addition to any other right or remedy which Ingenuity Drinks Ltd may have. The acceptance by Ingenuity Drinks Ltd of arrears of monies shall not constitute a waiver of Your continuing obligation to pay monies on the due date. 14.6.2 in circumstances where Ingenuity Drinks Ltd considers damages are not a sufficient remedy Ingenuity Drinks Ltd may seek injunctive relief against You and You will not oppose applications seeking injunctive relief as may be brought by Ingenuity Drinks Ltd in respect of Your use or proposed use of the Site or the Products. 14.7 Termination of this Agreement no matter how arising shall be without prejudice to the rights and obligations of the parties existing up to and including the date of expiry or termination including the right of the party terminating to seek and obtain damages for any breach of this Agreement by the other party or the other party’s servants or agents. 14.6.8 Termination on instructions from Your Merchant Bank 14.8.1 Without prejudice to any other right of Ingenuity Drinks Ltd under this Agreement, if Your Merchant Bank requests that Ingenuity Drinks Ltd terminate Your use of the Site and/or the Products or this Agreement for any reason Ingenuity Drinks Ltd may do so immediately without Notice being given. 14.8.2 In the event of termination on instructions from Your Merchant Bank You indemnify Ingenuity Drinks Ltd and hold Ingenuity Drinks Ltd harmless in respect of any loss or damage arising from such termination no matter how such loss or damage arises. 15. Rights of Parties on Termination or Expiry 15.1 On and from termination or expiry of this Agreement: 15.1.1 You shall immediately discontinue the use of the Site and the Products and cease to use the Intellectual Property, Confidential Information, and any other signs, displays or advertising material which contains reference to Ingenuity Drinks Ltd. 15.1.2 You shall not represent or advertise that You were formally using Ingenuity Drinks Ltd. 15.1.3 All fees previously paid remain the property of Ingenuity Drinks Ltd You agree to make no claim in respect of such Fees. You must further pay to ngenuity Drinks Ltd any fees that have accrued but are unpaid as at the date of the termination or expiration. 15.1.4 You shall immediately pay to Ingenuity Drinks Ltd without any deduction or right of set off all sums of money which may be due or payable by You to Ingenuity Drinks Ltd. 15.1.5 You shall deliver up to Ingenuity Drinks Ltd or its nominated representative all stationery, literature and materials which refer to Ingenuity Drinks Ltd or any Intellectual Property, or Confidential Information. 15.1.6 You will ensure that all references to Ingenuity Drinks Ltd are removed within 7 days of termination, from all websites, telephone and other directories, directory assistance records, membership rosters and from any other publication. 15.1.7 You shall immediately remove, paint out or cover all notices, display and advertising material which refers to or may be associated with Ingenuity Drinks Ltd. If You fail to carry out Your obligations within 7 days of termination, then Ingenuity Drinks Ltd shall have the power (without incurring any liability to You) and without Your consent save the authority hereby given by You to remove such references at Your expense which expense You shall pay upon demand. 15.1.8 You shall immediately return to Ingenuity Drinks Ltd or its nominated agent all items which may have been loaned to You by Ingenuity Drinks Ltd.

 

This website is operated by Ingenuity Drinks Ltd. Throughout the site, the terms “we”, “us” and “our” refer to Ingenuity Drinks Ltd. Ingenuity Drinks Ltd offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

  • By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

  • Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

  • Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

  • Our store is hosted by WIX.COM and merchant E-Way services. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

Section 1 – Online Store Terms

  • By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

  • You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

  • You must not transmit any worms or viruses or any code of a destructive nature.

  • A breach or violation of any of the Terms will result in an immediate termination of your Services.

Section 2 – General Conditions

  • We reserve the right to refuse service to anyone for any reason at any time.

  • You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

  • You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

  • The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

Section 3 – Accuracy, Completeness, and Timeliness of Information

  • We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

  • This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

Section 4 – Modifications to the Service and Prices

  • Prices for our products are subject to change without notice.

  • We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

  • We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

Section 5 – Products or Services (if applicable)

  • Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

  • We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.

  • We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

  • We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

Section 6 – Accuracy of Billing and Account Information

  • We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

  • You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

  • For more detail, please review our Returns Policy.

Section 7 – Optional Tools

  • We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

  • You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

  • Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

  • We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

Section 8 – Third-Party Links

  • Certain content, products and services available via our Service may include materials from third-parties.

  • Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

  • We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

Section 9 – User comments, feedback, and other submissions

  • If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

  • We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

  • You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

Section 10 – Personal Information

  • Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy.

Section 11 – Errors, Inaccuracies, and Ommisions

  • Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

  • We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

Section 12 – Prohibited Uses

  • In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

Section 13 – Disclaimer of Warranties; Limitation of Liability

  • We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

  • We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

  • You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

  • You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

  • In no case shall Ingenuity Drinks Ltd, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

Section 14 – Indemnification

  • You agree to indemnify, defend and hold harmless Ingenuity Drinks Ltd and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

Section 15 – Severability

  • In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

Section 16 – Termination

  • The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

  • These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

  • If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

Section 17 – Entire Agreement

  • The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

  • These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

  • Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

Section 18 – Governing Law

  • These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of51 Mountain View Road, Springvale, Alexandra, New Zealand.

Section 19 – Changes to Terms of Service

  • You can review the most current version of the Terms of Service at any time at this page.

  • We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

Terms & Conditions of Sale in Australia

General Terms and Conditions of Sale Australia

1. These Terms and Conditions of Sale apply to every sale of products by Ingenuity Drinks Limited Suntory (Australia) Pty Ltd (Ingenuity Drinks Limited) to a customer (Customer) unless the Customer is otherwise party to an existing Sales Agreement between it and Ingenuity Drinks Limited or the Customer is a franchisee and is entitled to the benefit of terms and conditions of sale in an existing Sales Agreement between its franchisor and Ingenuity Drinks Limited.

ORDERS

2. All quotations made or given by Ingenuity Drinks Limited are made or given subject to these Terms and Conditions of Sale (and any other terms notified in writing by Ingenuity Drinks Limited from time to time) (Terms). A quotation is not an offer by Ingenuity Drinks Limited, and may be withdrawn or varied by Ingenuity Drinks Limited in its discretion. Any order placed with Ingenuity Drinks Limited for any products is an offer by the Customer to purchase the particular products subject to the Terms and for the price notified (including the delivery and other charges and taxes) at the time of placing  the order.

3. Ingenuity Drinks Limited reserves the right to accept or reject the Customer’s order for any reason, including if any requested products are not available, if there is an error in the price or the description of the products, or an error in the order. Each order placed by the Customer for products from Ingenuity Drinks Limited that is accepted by Ingenuity Drinks Limited results in a separate binding agreement between the Customer and Ingenuity Drinks Limited for the supply of those products.

4. Cancellation of, or variation to, an order accepted by Ingenuity Drinks Limited will be accepted at the sole discretion of Ingenuity Drinks Limited, on such terms as Ingenuity Drinks Limited may specify, acting reasonably. Ingenuity Drinks Limited reserves the right to charge the Customer for any costs or losses incurred by Ingenuity Drinks Limited relating to an order which is cancelled or varied up to and including the date on which cancellation or variation is accepted by Ingenuity Drinks Limited.

5. If the Customer refuses to accept delivery of any products which it orders, the products will be considered to have been delivered when Ingenuity Drinks Limited was willing and able to deliver the products and Ingenuity Drinks Limited may charge you for any additional costs incurred as a result, including storage, insurance and transportation costs.

PAYMENT

6. References to amounts owing to Ingenuity Drinks Limited for products, and payment in respect thereof, include all taxes and imposts authorised, charged or chargeable by any statute, federal, state or local government or regulatory authority in respect of such products levied from time to time, including but not limited to Goods and Services Tax (as that term is defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth), and includes any additional tax, penalty, fine, interest or other charge relating to GST).

7. Payment terms are strictly cash on delivery (COD) unless otherwise agreed in writing between the Customer and Ingenuity Drinks Limited. If terms have been otherwise agreed which provide for payment after delivery (Due Date) and Ingenuity Drinks Limited does not receive payment by the Due Date, then the Customer shall pay Ingenuity Drinks Limited:
a. interest, computed from the Due Date until payment, at the rate of 3% per annum above the Westpac Bank reference lending rate for overdraft facilities (calculated on a daily basis) on the unpaid portion of any amount due to Ingenuity Drinks Limited.
b. the costs and expenses (including legal costs on a solicitor/client basis) incurred by Ingenuity Drinks Limited in obtaining payment of any amount not paid by the due date.

8. Returnable packaging materials (e.g. crates, pallets, and ottobins) remain the property of Ingenuity Drinks Limited unless paid for, returned or replaced in kind and may be invoiced separately by Ingenuity Drinks Limited to the Customer if such products have not been returned or replaced.

LIMITATION OF LIABILITY AND INDEMNITY

9. Subject to any rights or remedies which arise under the Competition and Consumer Act 2010 (Cth) or any other Federal, State or Territory laws which may not be excluded, where any right or remedy may be excluded or limited, Ingenuity Drinks Limited hereby excludes all such rights or remedies and limits its liability under such rights or remedies which are not capable of exclusion to the maximum extent permitted by law. Subject to the foregoing:
a. Ingenuity Drinks Limited will not recognise claims which are not received within 72 hours of the time of delivery of any products to or at the direction of the Customer;
b. As every care is used in the packaging of products, no responsibility is taken for any loss or damage which occurs in transit;
c. No warranty, condition, undertaking, express or implied, statutory or otherwise as to the condition, quality, performance, merchantability or fitness for purpose of the products is given or assumed and all such warranties, conditions, undertakings and terms are hereby exclude;
d. Ingenuity Drinks Limited and its agents shall not be liable for loss of profits, damage to goodwill or contracts or loss of use or for any special, indirect or consequential or economic loss whether arising out of or in connection with the products or these Terms (including as a result of not being able to use or resell the products or the late supply of the products whether at common law, from negligence, breach of contract or in equity or of statutory duty or otherwise;
e. Every effort will be made to make deliveries on time. Failure to do so due to circumstances outside of Ingenuity Drinks Limited’s reasonable control including, but not limited to, strikes, lockouts, raw material storages, accidents or breakdowns of plant machinery, does not constitute a breach of contract;
f. Ingenuity Drinks Limited will accept no claim for shortages unless endorsed on the delivery docket and invoice at the time of delivery. Ingenuity Drinks Limited will not accept an endorsement “Subject to Check”. It is the responsibility of the Customer to check cartons at the time of delivery.

10. Nothing in these Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (ACL) (or any liability under them) which by law may not be limited or excluded. If you are a “consumer” under the ACL, the following notice applies to you:
“Our goods come with warranties and guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or a refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.”

11. Subject to clauses 9 and 10, the Customer shall indemnify and keep indemnified and hold Ingenuity Drinks Limited harmless from and against all liabilities, losses, damages, costs or expenses incurred or suffered by Ingenuity Drinks Limited and from and against all actions, proceedings, claims or demands made against Ingenuity Drinks Limited arising as a result of:
a. The Customer’s failure:
(i) to ensure that any safety markings on the products are adequately displayed;
(ii) to comply with any legislation as to the labelling or marking of foods;
(iii) to take any other reasonable precautions either to bring to the attention of any potential users of the products any dangers associated with the products, or to detect any matters in relation to which Ingenuity Drinks Limited may become liable, including, without limitation, liability, under the Competition and Consumer Act 2010 (Cth); or
(iv) otherwise to comply with any laws, rules, standards or regulations applicable in relation to the products or the use of the products;
b. any other negligence or other breach of duty by the Customer; or
c. any compliance or adherence by Ingenuity Drinks Limited with any instructions of the Customer in relation to the products or their manner of preparation.

12. Ingenuity Drinks Limited’s total liability arising out of or in connection with the products, the services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the total price paid by the Customer for the purchase of products under these Terms.

13. Where by law Ingenuity Drinks Limited is unable to exclude terms, guarantees, warranties, representations or conditions but are able to limit them, to the extent permissible by law Ingenuity Drinks Limited limits its liability for any breach, at its option, to the replacement of products, or payment of the cost of replacing the products.

TITLE AND RISK

14. Risk in the products shall pass at the time of delivery by Ingenuity Drinks Limited either at the place of unloading if transport is effected by Ingenuity Drinks Limited, or its agent, or at the place of loading at Ingenuity Drinks Limited’s premises if transport is effected by the Customer or its agent.

15. Title to all products supplied by Ingenuity Drinks Limited shall remain with Ingenuity Drinks Limited until payment in full of all monies owing by the Customer to Ingenuity Drinks Limited on any account. Prior to such payment in full, the Customer shall hold all products supplied by Ingenuity Drinks Limited as bailee for Ingenuity Drinks Limited. If the products are sold or disposed of by the Customer prior to such a payment in full, any amount received by the Customer shall be set aside and held in trust by the Customer for Ingenuity Drinks Limited pending payment in full.

16. To secure the Customer’s obligations to Ingenuity Drinks Limited under these Terms, the Customer grants to Ingenuity Drinks Limited a purchase money security interest (Security Interest) in all products supplied by Ingenuity Drinks Limited to the Customer as that term is used in the Personal Property and Securities Act 2009 (Cth) (PPSA) and the Customer acknowledges and agrees that:
a. Ingenuity Drinks Limited’s interest in the goods is a Security Interest for the purposes of the PPSA;
b. Ingenuity Drinks Limited has given value for the Security Interest and Ingenuity Drinks Limited’s Security Interest in the goods is effective and attaches to the goods immediately upon the customer taking delivery of the goods;
c. Ingenuity Drinks Limited may take all steps as Ingenuity Drinks Limited considers necessary to perfect, record, register, amend or remove the registration of Ingenuity Drinks Limited’s Security Interest on the Personal Property Securities Register;
d. The customer must, at its own cost, do anything which Ingenuity Drinks Limited considers reasonably necessary to:
(i) ensure that Ingenuity Drinks Limited’s Security Interest in the goods attaches to the goods, is enforceable, perfected and otherwise effective and has the priority required by Ingenuity Drinks Limited;
(ii) enable Ingenuity Drinks Limited to exercise or enforce any of its rights in relation to its Security Interest in the goods, and the proceeds of those goods, or to perform any of its obligations under the Act; and
(iii) enable Ingenuity Drinks Limited to prepare, register or renew a financing statement on the Personal Property Securities Register.
e. The Customer must not:
(i) create any Security Interest in the goods, or any property which constitutes “personal property” under the Act and becomes an accession to the goods, without the prior written consent of Ingenuity Drinks Limited;
(ii) change its name without first giving Ingenuity Drinks Limited 14 days’ notice of the new name or relocate its principal place of business outside Australia or change its place of registration or incorporation.
f. To the extent permitted under the Act, Ingenuity Drinks Limited need not give any notice, including without limitation a notice of the receipt of a verification statement, to the customer under the Act.
g. Neither Ingenuity Drinks Limited nor the customer shall disclose information of the kind mentioned in section 275 (1) of the Act and the Purchaser will not authorise, and will ensure that no other party authorises, the disclosure of such information

17. If any payment by the Customer to Ingenuity Drinks Limited is overdue, in whole or in part, or the customer is otherwise in default under any contract with Ingenuity Drinks Limited, or the Customer shall become insolvent or suffer some form of external administration appointment, all sums then owing by the Customer to Ingenuity Drinks Limited shall become immediately due and payable and Ingenuity Drinks Limited may (without prejudice to any of its other rights) recover and resell the products and may, for the purpose, enter upon the Customer’s premises by its servants or agents. Ingenuity Drinks Limited is irrevocably authorised to effect such entry, and to use the name of the Customer and to act on behalf of the Customer, if necessary, to recover possession of the products.

18. Ingenuity Drinks Limited shall insure the products until delivery. The Customer shall effect and maintain adequate insurance against loss or damage to the products between the time of delivery and passing of title in a full and proper amount. If the proceeds of such insurance are received prior to payment in full for the products, such proceeds shall be held by the Customer as trustee for Ingenuity Drinks Limited and shall at the option of Ingenuity Drinks Limited, be applied in or towards such payment, but otherwise Ingenuity Drinks Limited shall be entitled to make claim under that insurance for the loss of its products (as the case may be).

GENERAL

19. These Terms form the entire agreement between Ingenuity Drinks Limited and the Customer in respect of purchase of the products and, unless expressly agreed to in writing by Ingenuity Drinks Limited no terms or conditions of the Customers, including any terms or conditions printed or referred to in the Customer’s offer to purchase or order (if any) will be binding on Ingenuity Drinks Limited or have any legal effect.

20. Ingenuity Drinks Limited may change any provision in these Terms without notice so even if the Customer is a frequent purchaser from Ingenuity Drinks Limited, it is the Customer’s responsibility to check these Terms whenever purchasing products from Ingenuity Drinks Limited. Any change of these Terms will only apply to future orders. None of Ingenuity Drinks Limited’s agents or employees or any third parties have any authority to change these Terms.

21. Ingenuity Drinks Limited reserves the right to refuse supply of the products ordered by the Customer, or terminate any account of the Customer with Ingenuity Drinks Limited, at Ingenuity Drinks Limited’s sole discretion and without incurring any liability to the Customer.

22. The Customer must not assign any rights and obligations under these Terms whether in whole or in part without Ingenuity Drinks Limited’s prior written consent.

23. Any notice in connection with these Terms will be deemed to have been duly given when made in writing and delivered or sent by email, facsimile or post to the Customer.

24. If any provision of these Terms is invalid, illegal or unenforceable, these Terms take effect (where possible) as if they did not include that provision.

25. Any failure by a party to insist upon strict performance by the other of any provision in these Terms will not be taken to be a waiver of any existing or future rights in relation to the provision.

26. These Terms are governed by the laws of New South Wales, Australia. The parties each agree to submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia. 

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