Legal
Terms of sale
In applying for a trading account with Classic Taste Limited, the Customer agrees to these terms.
Version 1.2, September 2026
1. Definitions
"CT" is Classic Taste Limited and its successors and assigns. "Customer" is the entity named in the application. "Goods" are all goods CT supplies to the Customer, now or later (the "Collateral" under the PPSA). "PPSA" is the Personal Property Securities Act 1999 and "PPSR" is its register. Words defined in the PPSA have that meaning here, CT is the secured party and the Customer is the debtor. A working day excludes weekends and New Zealand public holidays. These terms apply to every supply of Goods and override the Customer's own terms. CT may vary them on 10 working days' written notice (email is enough), and ordering after that date accepts the change. A separate signed supply or contract-packing agreement prevails over these terms.
2. Credit
CT approves credit, and sets any credit limit, in its absolute discretion and in writing. Until approved, payment is due in cleared funds before or on delivery. CT may reduce or withdraw credit, require payment before delivery, or suspend supply if the Customer exceeds its limit, has an overdue amount, or CT reasonably believes its ability to pay has fallen. The Customer must give CT 14 days' written notice of any change to its name, legal form, ownership, directors, trustees, partners, address or contact details. The person signing warrants they are authorised to bind the Customer.
3. Prices and GST
Prices are as set out in CT's price list, in NZD and exclusive of GST, which the Customer pays in addition. CT may change prices, freight charges and freight thresholds by publishing or emailing an updated list. A change applies to orders placed after it, not to orders CT has already accepted.
4. Orders and freight
An order is accepted when CT confirms it (by email, invoice or dispatch). Delivery is free to CT's standard delivery areas for orders of $250 or more excluding GST. Below that, CT may charge freight at its current rates or decline the order. Surcharges may apply, for example to rural areas and the South Island. A standing order continues until cancelled on 3 working days' written notice before dispatch.
5. Delivery
Delivery times are estimates. CT will use reasonable endeavours to meet them but is not liable for delay outside its reasonable control. Someone must be available to receive Goods, or CT may charge for redelivery. Goods are natural products and vary by season and crop. CT may substitute a comparable product if one is unavailable, and the Customer may refuse it on delivery for a credit.
6. Risk and title
Risk passes on delivery. Title stays with CT until every amount owing to CT is paid in full in cleared funds. Until then the Customer holds the Goods as bailee, stores them so they remain identifiable as CT's property (see clause 9), keeps them insured, and may sell them in the ordinary course of business, accounting to CT for the proceeds. If any amount is overdue or the Customer is insolvent, CT may by notice withdraw the right to sell, and may enter premises where the Goods are (in business hours, on reasonable notice where practicable) to inspect and repossess them. CT may sell repossessed Goods and credit the net proceeds.
7. Payment
Pay each invoice in full, in cleared funds, within 21 days of the invoice date, or on any other terms shown in the office-use box or agreed in writing. No set-off, counterclaim or deduction. Raise any dispute in writing within 7 days of the invoice and pay the undisputed part on time. Overdue amounts carry default interest of 15% a year, calculated daily from the due date until paid, and CT may change the rate on one month's notice. The Customer pays all recovery costs, including collection agency fees and legal costs on a solicitor and client basis. On default or insolvency CT may, without notice, suspend supply, cancel credit and make all amounts immediately payable. CT may apply payments to the oldest invoice first.
8. PPSA security
These terms, the application and every order are a security agreement. The Customer grants CT a security interest in all Goods supplied, now or later, and their proceeds (including accounts receivable and cash). It secures all amounts owing to CT and is a purchase money security interest to the extent the PPSA allows. The Customer consents to CT registering a financing statement on the PPSR at any time (including before delivery), will do everything CT reasonably asks to perfect its first-priority interest, and will not give another security interest in the Goods without CT's written consent. To the extent the law allows, the Customer waives its right to a verification statement (section 148) and its rights under sections 114(1)(a), 116, 120(2), 121, 125, 126, 127, 129, 131 and 133 of the PPSA.
9. Inspection, defects and returns
Check Goods on delivery. Report shortages, visible damage and wrong Goods in writing, with photos and the invoice number, within 48 hours, or they are treated as delivered complete and in good order. Report latent defects and food-safety issues as soon as found and before the best-before date, stop selling the affected batch, keep the remaining stock and give CT the batch code and photos. This applies only if the Goods were stored cool, dry and sealed, away from heat, light and strong odours, in original packaging and rotated by best-before date. For an accepted claim CT will, at its option, replace, credit or refund the affected Goods. That is the Customer's sole remedy, except for rights that cannot be excluded. There are no returns or credits for change of mind, over-ordering or slow sales, and food that has left CT's control is not restockable.
10. Food safety and recall
CT supplies Goods that comply with the Food Act 2014 and the Australia New Zealand Food Standards Code. The Customer must not remove or alter labels, batch codes or best-before dates, and must keep CT's invoices for traceability. On a recall or food-safety notice the Customer must immediately stop selling and quarantine the affected Goods, follow CT's directions and give CT the stock and sales information it reasonably requests. CT will credit or replace recalled Goods. Goods may contain or be packed near allergens (tree nuts, peanuts, sesame, gluten, milk, soy, sulphites). The Customer is responsible for how it handles, displays and sells Goods, including giving allergen information to its own customers.
11. Warranty and liability
CT warrants that Goods will be of acceptable quality, match their label and be fit for consumption until their best-before date if stored as in clause 9. Other implied warranties are excluded to the extent the law allows. The Customer acquires the Goods for a business, so the Consumer Guarantees Act 1993 does not apply and, under section 5D of the Fair Trading Act 1986, sections 9, 12A and 13 of that Act do not apply. The parties agree this is fair and reasonable. To the extent the law allows, CT is not liable for indirect or consequential loss or loss of profit, and its total liability for a claim is limited to the invoice price of the affected Goods. Nothing limits liability for death or personal injury, fraud, or anything that cannot lawfully be excluded.
12. Force majeure and cancellation
CT is not liable for delay or failure caused by events beyond its reasonable control, such as war, strikes, natural disasters, pandemic, government action, shipping delays or supplier failure. If the delay lasts over 30 days the Customer may cancel the undelivered part of the order at no cost. Otherwise an order can be cancelled only if CT agrees in writing. The Customer then pays CT's costs to that date (including procurement, packing, storage and disposal of unsaleable Goods), which CT will act reasonably to minimise.
13. Indemnity and ending the account
The Customer indemnifies CT for reasonable losses and costs (including legal costs on a solicitor and client basis) arising from the Customer's breach of these terms. Either party may end the account on 30 days' written notice. CT may end it immediately if the Customer defaults, becomes insolvent or breaches these terms. Amounts owing then become immediately payable, and clauses 6, 7 and 8 continue.
14. Display equipment and branding
Display equipment CT supplies (stands, shelves, signs) remains CT's property. The Customer must keep it in good condition, use it only for CT Goods, return it on request, and pay for loss or damage other than fair wear and tear. CT's name and logos may be used only to sell CT Goods.
15. Personal guarantee
If the Customer is a company, trust or partnership, the person who signs the application also signs personally as guarantor, and CT may require each other director, trustee or partner to sign a copy. In return for CT giving credit, the guarantor unconditionally and irrevocably guarantees payment of everything the Customer owes CT now or later (including interest and costs) and indemnifies CT against any loss if those amounts cannot be recovered from the Customer for any reason, or if a payment is set aside. The guarantor is liable as principal debtor, jointly and severally with any other guarantor, and CT need not first claim against the Customer. The guarantee is continuing. It is not released by variations, increased credit, time given, the release of others, the Customer's insolvency or change of structure, or the guarantor's death (their estate stays liable). A guarantor may end it for future supply on 30 days' written notice, but stays liable for everything arising up to then, including accepted and standing orders. The guarantor pays within 7 days of demand, with default interest of 15% a year from demand and enforcement costs on a solicitor and client basis, and will not claim against the Customer until CT is paid in full. The guarantor confirms they have read and understood this clause, have been advised to get independent legal advice (and have done so or chosen not to), and sign voluntarily.
16. Privacy
CT collects personal information about the Customer's owners, directors, partners, trustees, guarantors and signatory to assess and manage the account, deliver Goods, invoice and collect payment, and meet legal duties, including PPSR registration. CT may share it with debt collection and credit management agents, credit reporters (only when assessing credit or on default), accountants, software providers and legal advisers. It is held electronically, possibly outside New Zealand, and is needed to open an account. Individuals may access and correct it under the Privacy Act 2020 by emailing customerservices@classictaste.co.nz. Each individual named in the application authorises CT to contact the trade references, obtain credit and business information about the Customer and that individual from credit reporters, and give payment and default information to credit reporters and debt collection agents if the account is in default. The Customer confirms those individuals have been told of this notice.
17. General
Notices may be emailed to the address in the application (or one later notified) and are received on the next working day. CT may assign its rights, including any debt, to anyone (including a collection agent or financier). The Customer may not assign without CT's written consent. These terms are the entire agreement for supply on account. An unenforceable provision is severed. A waiver must be in writing, and delay is not a waiver. New Zealand law governs, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.