Terms and Conditions for the Sale of Goods

Please read these terms carefully, and print and keep a copy of them for your reference.

About Us

This website is owned and operated by learnabout.TV, a joint venture operation uniting two independent companies, Ocean View Studios Ltd and One 2 See Productions Ltd.

All products are produced and owned by One 2 See Productions Ltd whose offices are registered at 33 Nimstedt Avenue, Albany, North Shore City, Auckland, New Zealand. All sales are administered through One 2 See Productions Ltd, ‘trading as’ learnabout.TV.

Company registration Number: 3320005

Tax Number: 106745528

GST Number: 106745528

The offices of Ocean View Studios Ltd are located at 19a Ridge Road, Browns Bay, North Shore City, Auckland, New Zealand. Ocean View Studios Ltd. is responsible for product development, sales representation services and after sales care.

Company registration Number: 3317809

Tax Number: 106601518

If you need to contact us, please e-mail us or call customer services on +64 (0)9 479 7707.

Making a Contract with Us

When you place an order with us, you are making an offer to buy goods. When we accept your order we enter into a contractual sales agreement together. The following information provides an outline of the terms and conditions of our sales agreement.

If you have any questions, please contact us by email or call customer services on +64 (0)9 479 7707.

Definitions

‘Buyer’ means the person who buys or agrees to buy the goods from the Seller.

‘Seller’ means One 2 See Productions Ltd, trading as learnabout.TV, whose registered office is at 33 Nimstedt Avenue, Albany, North Shore City, Auckland, New Zealand. (Company registration Number: 3320005 / Tax & GST Number: 106745528).

‘Representative’ means Ocean View Studios Ltd, with offices at 19a Ridge Road, Browns Bay, North Shore City, Auckland, New Zealand (Company registration Number: 3317809 / Tax Number: 106601518).

‘learnabout.TV’ means the joint venture entity formed between One 2 See Productions Ltd  (Seller) and Ocean View Studios Ltd (Representative).

‘Goods’ means the articles which the Buyer agrees to buy from the Seller

‘Price’ means the price for the Goods including carriage and packing, but excluding insurance and GST.

‘Conditions’ means the terms and conditions of sale, as set out in this document and any special terms and conditions or other agreements that have been agreed in writing by learnabout.TV.

‘Delivery Date’ means the date that is specified by learnabout.TV detailing when the goods are to be delivered.

‘Delivery address’ means the address given to deliver the items. If none is specified then we will deliver to your postal/billing address.

TO ALL CUSTOMERS

Set out hereunder are the standard conditions under which the Sellers Goods are sold by learnabout.TV.

Standard Conditions of Sale

In respect of the sale of Goods to the Buyer, the Buyer is deemed to purchase and accept delivery of Goods upon the terms and conditions below.

1. Legislation

Nothing herein will exclude restrict or modify any condition, warranty, right or liability expressed or implied either by the Fair Trading Act or by another other New Zealand legislation relating to the sale of Goods or consumer affairs where to do so would render any part of these condition void or of no effect. Subject to clause 9 these terms and conditions constitute the whole contract between learnabout.TV and the Buyer and supersede all previous communications either oral or written. No term or condition contained in the Buyer’s order shall add to, amend or delete these terms and conditions or any of them unless expressly agreed in writing by learnabout.TV notwithstanding that any such order is placed on such terms as purport to override these conditions of sale.

2. Property

(a) It is the Buyer’s responsibility when ordering to ensure that the Goods ordered will meet the Buyer’s requirements.

(b) The Seller shall retain property in any goods supplied until learnabout.TV has received full payment together with any additional charges, taxes, duties or interest payable. That the Seller retains property in the goods shall not affect its rights as unpaid seller.

(c) Until payment in full has been made the Buyer shall hold the goods in a fiduciary capacity for the Seller.

(d) The buyer may sell the goods by way of bona fide sale in the ordinary course of business but may not otherwise deal with, sell, convert, charge, pledge or otherwise dispose or encumber the Goods sold hereunder until property therein has passed to the Buyer in accordance with Clause 2(b) above.

(e) learnabout.TV shall have the power to appropriate payments by the Buyer to such goods and accounts as it thinks fit notwithstanding any purported appropriation by the Buyer.

3. Risk and Insurance

(a) Possession of the Goods shall pass to the Buyer at the time the goods are presented to the carrier which is to effect delivery of the goods from learnabout.TV and the goods shall thereafter be at the Buyer’s risk.

(b) Until property has passed to the Buyer, the Buyer shall insure the goods against loss or damage. The buyer shall receive and hold the proceeds of any such insurance in trust for learnabout.TV.

4. Delivery and Freight

(a) In consideration of delivery and freight charges, learnabout.TV shall include the cost of New Zealand Post Domestic or International Economy mail charges within the quoted price of the goods. The Buyer may arrange for alternative transportation and insurance at its own expense without recourse to learnabout.TV by giving advance written notice to learnabout.TV customer services via email or by calling a customer services representative on +64 (0)9 479 7707.

(b) Any time or date or month stated by learnabout.TV for anticipated or promised delivery of the Goods is a bona fide estimate only. If learnabout.TV is delayed by any circumstance (including delays caused by third parties) or an event beyond its control, then it may suspend delivery or extend the delivery time in respect of the whole or part of the Goods and it shall not be liable to the Buyer for any consequential loss or damage arising from any such delay.

(c) The Buyer shall accept delivery of the Goods at the agreed delivery point of the Buyer. In the event of substantial delay in accepting delivery learnabout.TV shall be entitled to charge to the Buyer extra costs of storage and/or other expenses incurred.

(d) Any agreement or undertaking by learnabout.TV is contingent upon its ability to secure or supply the Goods.

(e) Delivery may be made in one or more lot. Each lot shall form a separate contract on delivery and be accepted and paid for accordingly notwithstanding late delivery or non-delivery of any other lot. Upon failure by the Buyer to pay any amount when due learnabout.TV may at its option terminate the contract as to further delivery and no forbearance or course of dealing shall affect this right of learnabout.TV.

(f) It is the standard policy of learnabout.TV to ensure all orders are shipped within 5 working days, excluding weekends, via New Zealand Post Economy Service.

The Buyer should allow 10 working days from the acceptance of the order by learnabout.TV, until they expect to receive delivery for orders within New Zealand. International Buyers should allow 28 days from the acceptance of the order by learnabout.TV until they expect to receive delivery of the goods.

g) If the goods are lost or damaged in transit please let us know promptly, so that we can investigate or assist to make a claim with the carrier.

5. Terms of Payment

(a) Trading terms are cash in advance unless credit arrangements have been agreed with learnabout.TV.

6. Prices

(a) Prices are subject to change without notice. All prices are based on the full quantities specified and do not necessarily operate pro rate for any greater or lesser quantities.

(b) GST where applicable will be charged at the appropriate rate ruling at time of sale.

(c) In addition to our charges for the goods and delivery, customs duties and other taxes may be payable. The carrier may request these taxes from you at delivery. You are responsible for paying all such taxes and duty in any event and you agree to indemnify learnabout.TV in respect of all such liability.

7. Interest

learnabout.TV shall be entitled to charge interest on overdue accounts calculated on a daily basis at a rate equal to 8% above learnabout.TV bank’s indicator lending rate but without prejudice to learnabout.TV other rights or remedies in respect of the Buyer’s default in failing to make payment on the due date from the day following the date upon which payment should have been made.

8. Warranty

(a) Subject to Condition 1 hereof the only warranties in respect of parts and/or labour applicable to the goods shall be those expressly stated by learnabout.TV.

(b) The Buyer, its employees or agents shall not make any statement, representation undertaking or warranty concerning the quality or description of the goods other than those either contained in literature published by learnabout.TV or expressed or implied by law.

(c) The acceptance of any of the Goods by the Buyer shall imply a condition that the Buyer indemnifies learnabout.TV and will keep it indemnified against loss, claim or damage suffered by reason of or arising out of.

(i) any statement representation undertaking or warranty made by, or on behalf of the Buyer which is not expressly authorised by learnabout.TV;

(ii) any loss or damage caused to the Goods after risk therein has passed to Buyer;

(iii) any breach of these terms and conditions by the Buyer.

9. Liability

Exclusion

(a) To the full extent permitted by law learnabout.TV will not be liable to the Buyer whether under contract or tort (including negligence) or otherwise for any loss of profit, business, revenue, opportunity or data, and third party claims or any indirect, special, exemplary, consequential, incidental or punitive damages incurred by the Buyer in connection with these terms and conditions.

Limitation of Liability

(b) To the full extent permitted by law the liability of learnabout.TV arising out of the performance or non-performance of these terms and conditions, whether under the law of contract, tort or any other basis whatsoever will be limited to the total amount paid by the Buyer to learnabout.TV under these terms and conditions.

Implied Warranties

(c) All rights, duties, liabilities, terms, covenants and warranties implied at law or pursuant to any State or Federal legislation in respect of learnabout.TV and the Goods are hereby excluded to the extent that exclusion is lawful.

(d) Any liability of learnabout.TV arising from breach of a condition or warranty implied by law and which cannot be excluded will be limited to:

(i) replacement of the Goods or the supply of equivalent goods;

(ii) repair of the Goods;

(iii) payment of the cost of the Goods or acquiring equivalent goods; or

(iv) payment of the cost of having the Goods repaired,

wholly at the discretion of learnabout.TV.

10. Intellectual Property Rights

Sale of the Goods shall not confer upon the Buyer any rights or interest in any trademarks, patents, copyrights, industrial designs or other intellectual property rights of learnabout.TV in respect thereof. The Buyer shall not dispute or conspire to dispute or question the title of learnabout.TV in respect of such rights relating to the Goods.

11. Claims

Subject to the provisions of any consumer or trade practices law no claim in relation to the Goods will be recognised unless such claim is made in writing within seven (7) days after receipt of Goods.

12. Default

(a) Upon the happening of any of the following events:

(i) the commission by the Buyer or any act of bankruptcy or the Buyer going into liquidation or a petition being presented for the sequestration of the Buyer’s estate or the winding up of the Buyer; or

(ii) the Buyer assigning its property for the benefit of creditors or having a receiver or official manager appointed; or

(iii) the Buyer failing to make payment to learnabout.TV by the due date; or

(iv) the Buyer being in breach of any of these terms and condition.

then in any such event learnabout.TV shall have the right without notice to the Buyer to:

(i) cease production of the Goods; and/or

(ii) decline to deliver the Goods or any balance of the Goods still due under these terms and conditions; and/or

(iii) stop any goods in transit; and/or

(iv) otherwise cease to perform any of its obligations to the Buyer; and/or

(v) terminate these terms and conditions without incurring any liability at law or in equity and without prejudice to its rights to recover amounts owing to it by the Buyer and/or damages; and/or

(vi) enter into any premises of the Buyer and repossess any Goods already delivered whether or not property in such Goods has passed to the Buyer; and /or

(vii) recover from the Buyer the contract price of all Goods delivered and for freight, storage, handling and other expenses incurred by learnabout.TV; and/or

(viii) to sell elsewhere and charge the Buyer with any resultant loss.

(b) Should learnabout.TV by its servants or agents enter upon any premises where Goods situated for the Purpose of repossessing such Goods, in accordance with its rights herein and any person bringing any action for trespass or any other action against learnabout.TV based upon such entry or anything done during or in connection with such entry. The Buyer shall indemnify and keep indemnified learnabout.TV for all damages for which learnabout.TV may be responsible as a result of such action.

13. Returns of Credit

Goods being returned for credit are to be clearly consigned to the address of the ‘Representative’ (Ocean View Studios) in accordance with the following procedures:

(a) Approval must first be obtained from learnabout.TV Customer Services Manager, Sales Manager or Accounts Manager who will provide a Return Goods Authority Number;

(b) Goods must be in the original carton and complete with all accessories and in a saleable and undamaged condition and marked with learnabout.TV Return Goods Authority Number;

(c) learnabout.TV invoice number and Return Goods Authority Number and date must be stated on the claim form;

(d) Reason (e.g. faulty, damaged, wrongly delivered) must be stated on the claim form;

(e) learnabout.TV shall in each case determine at the discretion of the Customer Services Manager, Sales Manager or Accounts Manager whether it should bear the relevant cost of freight.

14. Waiver or Alteration

No waiver or alteration of these conditions shall be binding on learnabout.TV unless assented to in writing by a duly authorised officer.

15. Cancellation or Assignment

This agreement may not be cancelled or assigned by the Buyer unless authorised in writing by learnabout.TV by a duly authorised officer.

16. Notices

Any notices to the Buyer shall be sufficiently delivered if mailed in the ordinary course of post in the last known address of the Buyer. All notices to learnabout.TV shall be sufficiently delivered if so mailed to its Representatives office (Ocean View Studios) or via email to info@learnabout.TV.

17. Governing Law

These terms and conditions shall be governed by the laws of New Zealand.

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