Terms & Conditions

1.       Definitions

1.1      “Contract” means the terms and conditions contained herein, together with any Quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.

1.2      “Pita House” means Pita House Limited T/A Pita House, its successors and assigns or any person acting on behalf of and with the authority of Pita House Limited T/A Pita House.

1.3      “Customer” means the person/s, entities or any person acting on behalf of and with the authority of the Customer requesting Pita House to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:

(a)  if there is more than one Customer, is a reference to each Customer jointly and severally; and

(b)  if the Customer is a partnership, it shall bind each partner jointly and severally; and

(c)   if the Customer is a part of a Trust, shall be bound in their capacity as a trustee; and

(d)  includes the Customer’s executors, administrators, successors and permitted assigns.

1.4      “Goods” means all Goods or Services supplied by Pita House to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).

1.5      "Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.

1.6      “Cookies” means small files which are stored on a user’s computer.  They are designed to hold a modest amount of data (including personal information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Customer does not wish to allow Cookies to operate in the background when ordering from the website, then the Customer shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to ordering Goods via the website.

1.7      “Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between Pita House and the Customer in accordance with clause 5 below.

 

2.       Acceptance

2.1      The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts Delivery of the Goods.

2.2      In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.

2.3      Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.

2.4      The Customer acknowledges that the supply of Goods on credit shall not take effect until the Customer has completed a credit application with Pita House and it has been approved with a credit limit established for the account.

2.5      In the event that the supply of Goods request exceeds the Customers credit limit and/or the account exceeds the payment terms, Pita House reserves the right to refuse Delivery.

2.6      Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.

 

3.       Errors and Omissions

3.1      The Customer acknowledges and accepts that Pita House shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):

(a)  resulting from an inadvertent mistake made by Pita House in the formation and/or administration of this Contract; and/or

(b)  contained in/omitted from any literature (hard copy and/or electronic) supplied by Pita House in respect of the Services.

3.2      In the event such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful misconduct of Pita House; the Customer shall not be entitled to treat this Contract as repudiated nor render it invalid.

 

4.       Change in Control

4.1      The Customer shall give Pita House not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address and contact phone or fax number/s, change of trustees or business practice). The Customer shall be liable for any loss incurred by Pita House as a result of the Customer’s failure to comply with this clause.

 

5.       Price and Payment

5.1      At Pita House’s sole discretion the Price shall be either:

(a)  as indicated on any invoice provided by Pita House to the Customer; or

(b)  the Price as at the date of Delivery of the Goods according to Pita House’s current price list; or

(c)   Pita House’s quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.

5.2      Pita House reserves the right to change the Price if a variation to Pita House’s quotation is requested. Variations will be charged for on the basis of Pita House’s quotation, and will be detailed in writing, and shown as variations on Pita House’s invoice. The Customer shall be required to respond to any variation submitted by Pita House within ten (10) working days. Failure to do so will entitle Pita House to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.

5.3      At Pita House’s sole discretion a non-refundable deposit may be required.

5.4      Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by Pita House, which may be:

(a)  on Delivery of the Goods;

(b)  before Delivery of the Goods;

(c)   the date specified on any invoice or other form as being the date for payment; or

(d)  failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by Pita House.

5.5      Payment may be made by cheque, bank cheque, electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method as agreed to between the Customer and Pita House.

5.6      Pita House may in its discretion allocate any payment received from the Customer towards any invoice that Pita House determines and may do so at the time of receipt or at any time afterwards. On any default by the Customer Pita House may re-allocate any payments previously received and allocated. In the absence of any payment allocation by Pita House, payment will be deemed to be allocated in such manner as preserves the maximum value of Pita House’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.

5.7      The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by Pita House nor to withhold payment of any invoice because part of that invoice is in dispute.

5.8      Unless otherwise stated the Price does not include GST. In addition to the Price, the Customer must pay to Pita House an amount equal to any GST Pita House must pay for any supply by Pita House under this or any other contract for the sale of the Goods. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

 

6.       Delivery of Goods

6.1      Delivery (“Delivery”) of the Goods is taken to occur at the time that:

(a)  Pita House (or Pita House’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.

6.2      At Pita House’s sole discretion the cost of Delivery is:

(a)  included in the Price within Auckland; or

(b)  in addition to the Price outside of Auckland.

6.3      Any time specified by Pita House for Delivery of the Goods is an estimate only. The Customer must take Delivery by receipt or collection of the Goods whenever they are tendered for Delivery. Pita House will not be liable for any loss or damage incurred by the Customer as a result of Delivery being late. In the event that the Customer is unable to take Delivery of the Goods as arranged then Pita House shall be entitled to charge a reasonable fee for redelivery and/or storage.

 

7.       Risk

7.1      Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.

7.2      If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Customer, Pita House is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Pita House is sufficient evidence of Pita House’s rights to receive the insurance proceeds without the need for any person dealing with Pita House to make further enquiries.

7.3      If the Customer requests Pita House to leave Goods outside Pita House’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk.

7.4      It shall be the Customer’s responsibility to ensure correct storage (including correct temperature control) and handling procedures are carried out once Delivery has occurred.

 

8.       Compliance with Laws

8.1      Pita House warrants that Produce manufactured on its registered premises, and supplied to all Customers, shall meet all safety regulations and standards as defined by the Hazard Analysis and Critical Control Points (HACCP), Food Safety Programme, and Primesafe Governing Body and is eminently suitable for public consumption and thereby compliant with the Food Standards Australia New Zealand (FSANZ) in accordance with the Legislation Act 2003.

8.2      Pita House has Product Safety and Product Recall procedures in place which will conform to the requirements of all laws and the recommendations of the Australian and New Zealand Food Authority.

 

9.       Access

9.1      The Customer shall ensure that Pita House has clear and free access to the site at all times to enable them to deliver the Goods. Pita House shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of Pita House.

 

10.      Title

10.1    Pita House and the Customer agree that ownership of the Goods shall not pass until:

(a)  the Customer has paid Pita House all amounts owing to Pita House; and

(b)  the Customer has met all of its other obligations to Pita House.

10.2    Receipt by Pita House of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.

10.3    It is further agreed that until ownership of the Goods passes to the Customer in accordance with clause 10.1:

(a)  the Customer is only a bailee of the Goods and must return the Goods to Pita House on request;

(b)  the Customer holds the benefit of the Customer’s insurance of the Goods on trust for Pita House and must pay to Pita House the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;

(c)   the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for Pita House and must pay or deliver the proceeds to Pita House on demand;

(d)  the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of Pita House and must sell, dispose of or return the resulting product to Pita House as it so directs;

(e)  the Customer irrevocably authorises Pita House to enter any premises where Pita House believes the Goods are kept and recover possession of the Goods;

(f)   Pita House may recover possession of any Goods in transit whether or not Delivery has occurred;

(g)  the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Pita House;

(h)  Pita House may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.

 

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

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

(a)  these terms and conditions constitute a security agreement for the purposes of the PPSA; and

(b)  a security interest is taken in all Goods and/or collateral (account) – being a monetary obligation of the Customer to Pita House for Services – that have previously been supplied and that will be supplied in the future by Pita House to the Customer.

11.2    The Customer undertakes to: