Terms and Conditions



1       PRICE

  • The purchase price contained in this Agreement is base upon rates and costs as at the date of this Agreement or where this Agreement arise from a quotation given by Kwongson Foods, the purchase prices shall be increase by the amount of any increase in the cost of any such items or any other factors (including in any change in exchange rates) affecting the cost of supply, production and/or delivery of the Goods due to circumstances beyond the control of the Control between the above mentioned date and the date of delivery.
  • Kwongson Foods shall only responsible to comply with the regulations, bylaws, codes and standards specified in this Agreement and Kwongson Foods shall be under no liability whatsoever for any failure to meet any other regulations, bylaws, codes and standards. In the event of there being any changes in any regulations, bylaws, codes or standards with which Kwongson Foods is obliged to comply after the date of this Agreement or where this Agreement arise from a quotation given by Kwongson Foods after the date of quotation, then any additional costs in meeting any such changes shall be to the account of the Buyer.


    • The Buyers shall pay Goods and Services Tax and any other taxes or duties assessed to or otherwise payable by Kwongson Foods in connection with supply of Goods under this Agreement, in addition to the purchase price.

3           PAYMENT

  • Payment is due in the full on the 20th day of the month (unless other payment terms

have been arranged) following despatching of the Goods by Kwongson Foods. Unless otherwise agreed Goods of payment shall be made in full either:

  • 3.1.1 Cash on delivery or pick up.

3.2    Letters of credit shall, unless otherwise agreed, be established through a first class

bank  and be irrevocable, confirmed and without resources available Kwongson Food’s draft at sight and otherwise in a form satisfactory to Kwongson Foods.

  • Any additional payments due by the Buyer pursuant to any of the provisions of this Agreement shall be paid at the time provide in this Agreement or, if no time is provided, within 7 days of payment being demand in writing by Kwongson Foods.
  • If Kwongson Foods shall at anytime deem the credit of the Buyer to be unsatisfactory, it May required security for payment and may suspend performance of its obligations under this Agreement until the provision of sufficient security. All costs and expenses of or incurred by Kwongson Foods as a result of such suspension and any recommencement shall be payable by the Buyer upon demand.
  • The Buyer shall not be entitled to with hold payment or to make any deductions from the purchase price without the prior written consent of Kwongson Foods.
  • Receipt of a cheque, bill of exchange, or other negotiable instrument by Kwongson Foods shall not constitute payment and the Buyer shall remain liable for the full purchase price until such cheque, bill of exchange, or negotiable instrument is paid in full.
  • Kwongson Foods may apportion payments made by the Buyer to outstanding accounts in such amount and such order as Kwongson Foods may determine in its sole discretion.
  • A deposit may be required.


  • Any failure on the part of the Buyer to make payment on the due date shall constitute a breach of this Agreement for which the Buyers shall be liable to compensate Kwongson Foods by immediately making payment as liquidates damages. (in addition to the amount due) of interest on the amount due from the due date until the date of payment at a rate equal to 18% above the current overdraft rate which Kwongson Foods has with its principal trading bank.


    • Delivery shall be made at the address indicates in Kwongson Foods’quotation or acceptance or, if no address shall be indicated, deliver shall be make at the Buyers premise. Kwongson Foods shall use its best endeavours to deliver the Goods on the date, time and at the address specified by the Buyer from time to time. Despite this delivery shall be deemed to have occurred when the Goods are actually delivered to the Buys premises and regardless of whether the Buyer fails or refuses to accept delivery.
    • Kwongson Foods reserve the right to deliver the Goods by instalments and each instalment shall be deemed to be a separate Agreement under the same provisions as the main Agreement. Should Kwongson Foods fail to deliver or make defective delivery of one or more instalments this shall not entitle the Buyers to repudiate the main Agreement.
    • Without prejudice to any other rights and remedies which it may have, Kwongson Foods may charge storage and transportation expense if the Buyer fails or refuses to take or accept delivery or indicated to Kwongson Foods that he will fail or refuse to take or accept delivery at the time specified in Kwongson Foods’ quotation or acceptance or at any other times that Kwongson Foods is able to deliver the Goods.
    • Delivery of within ten percent more or less in the quantity of the Goods ordered by the Buyer shall continue the performance of any Agreement, the amount under or over supplied to deducted or charged for pro rata.
    • The time agreed for delivery shall not be an essential term of this contract unless the Buyer gives written notice to Kwongson Foods making time of the essence.

6           RISK

  • The Goods remain at Kwongson Foods risk until deliver to the Buyer.


    • The Buyer authorise Kwongson Foods to collect, retain and use any information about the Buyer, or for the purpose of assessing the Buyer’s credit worthiness, enforcing any rights under this contract, or making any Goods provide by Kwongson Foods to any other party.
    • The Buyer authorises Kwongson Foods to disclose any information obtained to any person or the purpose set out in clause 7.1
    • Where the Buyer is natural person the authorities under clauses 7.1 and 7.2 are authorities or consents for the purpose of the Privacy Act 1993.

8       PRICE

  • Where no price is stated in writing agreed or orally the Goods shall be deemed to be sold at the current amount as such goods are sold by Kwongson Foods at the time of the contract.
  • The Price may be increased by the amount of any reasonable increase in the cost of supply of the goods that is beyond the control of Kwongson Foods between the dates of the contract and delivery of the goods.

9     AGENCY

  • The Buyer authorise Kwongson Foods to contract either as principal or agent for the provision of Goods that are the matter of this contract.
  • Where Kwongson Foods inters into a contract of the type referred to in clause 9.1 it shall be read with and form part of this agreement and the Buyer agrees to pay any amounts due under that contract.

10      TITLE

  • Title in any Goods supplied by Kwongson Foods passes to the Buyer only when the Buyer has made payment in full for all Good provided by Kwongson Foods and of all other sums due to Kwongson Foods by the Buyer on any account whatsoever. Until all sums due to Kwongson Foods by the Buyer have been paid in full, Kwongson Foods has an ownership in all Goods.
  • Where the Buyer has not paid for any goods in its possession property in such goods shall remain with Kwongson Foods and:
    • The Goods shall be held by the Buyer as bailee; and
    • Title in the Goods shall remain with Kwongson Foods until the Buyer has made payment for the Goods.
  • The Buyer gives irrevocable authority to Kwongson Foods to enter any premises occupied by the buyer or on which Goods are situated at any reasonable time after default by the Buyer of before default if Kwongson Foods believes a default is likely and to remove and repossess and Goods and any other property to which Goods are attached or in which Goods are incorporated. Kwongson Foods shall not be liable for any costs, damages, expenses or losses incurred by the Buyer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. Kwongson Foods may either resell any repossessed Goods and credit the Buyer’s account with the new proceeds of sale (after deduction of all repossession, storage selling and other costs) or may retain any repossessed Goods an credit the Buyer’s account with the invoice value thereof less such sum as Kwongson Foods reasonably determines on account of wear and tear, depreciation, obsolescence, loss of profit and costs.
  • Where Goods are retained by Kwongson Foods pursuant to clause 10.4 the Buyer waives the right to receive notices under s.120 of the Personal Property Securities Act 1999(“PPSA”) and to object under s.121 of the PPSA.
  • The following shall constitute defaults by Kwongson Foods:
    • Non-payment of any sum by the due date.
    • The Buyer intimates that it will not pay any sum by the due date.
    • Any other creditors of the Buyer seized any Goods or any other creditor intimates that it intends to seize Goods.
    • Any Goods in the possession of the Buyer are materially damaged while any sum due from the Buyer to Kwongson Foods remains unpaid.
    • The Buyer is bankrupted or put into liquidation or a receiver is appointed to any of the Buyer’s assets or a landlord distrains against any of the Buyer’s assets.
    • A court judgement is entered against the Buyer and remains unsatisfied for seven (7) day.
    • Any material adverse change in the financial position of the Buyer.
  • Kwongson Foods has a security interest in any property of The Buyer that is in the  possession of Kwongson Foods and if any sum due to Kwongson Foods by the Buyer no any account whatsoever is not paid in full within seven days of the due date Kwongson Foods may remove such property and store it in such place and manner as Kwongson Foods thinks fit and at the risk and expense of the Buyer.
  • If the Credit Repossession Act applies to any transactions between the Buyer and Kwongson Foods, the Buyer has the right provided in that Act despite anything contained in these terms and conditions of trade.


11.1 No claim relating to Goods and services will be considered unless make in writing within seven (7) days of delivery.



12.1 Faulty goods are repaired, replace or a credit maybe given at Kwongson Foods’ discretion. If returned to us for inspection within seven (7) days of receipt of good. The Buyer is liable for any freight or insurance costs of any returns. No returns will be accepted on special or indent orders or without prior approval.


13.1The Consumer Guarantees Act 1993, The Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Kwongson Foods which cannot by law (or which can only to a limit extent by law) be excluded or modified, in respect of any such implied warranties, conditions or terms imposed on Kwongson Foods, Kwongson Foods liability shall, where is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.

13.2 Except as otherwise provided by clause 13.1 Kwongson Foods shall not be liable for:

13.2.1 Any loss or damage of any kind whatsoever including consequential loss whether suffered or incurred by the Buyer or any other person and whether in contract, or tort (including negligence), or other wise and whether such loss or damage arises directly or indirectly from Goods and services provided by Kwongson Foods to the Buyer, and

13.2.2 The Buyer shall indemnify Kwongson Foods against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Kwongson Foods or otherwise, brought by any person in connection with any matter, act, omission, or error by Kwongson Foods it’s agents or employees in connection with the Goods and services.



14.1 Kwongson Foods owns and has all the copy right in all drawing, specification, photographs, documents  produce by Kwongson Foods in connection with the good provided pursuant to this contract and the Buyer may use the goods only if paid for in full and for the purpose for which they were intended and supplied by Kwongson Foods.


15.1 These conditions of sale are entered into on behalf of and are intended to bind and ensure to the benefit of Kwongson Foods and Kwongson Foods’ successors and assigns.

15.2 In these conditions:

15.2.1“Agreement” mean the Agreement between Kwongson Foods and the Buyer for the purchase of Goods;

15.2.2“Person” includes a corporation, association, firm, company, partnership or individual.

15.2.3“The Buyer” means the person, firm or company buying the Goods for the Company;

15.2.4“CGA” means the Consumer Guarantees Act 1993 as amended from time to time;

15.2.5“Kwongson Foods” shall mean Kwong Son Foods Trading Limited (New Zealand);

15.2.6“The date of the Agreement” means

  • where the Agreement arises from an order place by the Buyer, the date of acceptance of the order Kwongson Foods, or
  • where the Agreement arises from a quotation given by Kwongson Foods, the date upon which written notification of acceptance of the quotation is received by Kwongson Foods
  •  “the Goods” means all personal property supplied by the Company to the Buyer.

16 Acknowledgement

16.1 The Buyer acknowledges that it has received a copy of this Agreement and in particular that this Agreement constitutes a “security agreement” for the purpose of the PPSA and that Kwongson Foods may register a financing statement in respect of this Agreement.