Osmo Terms of Trade

Terms and Conditions of Sale

All products and services (“Goods”) supplied by Osmo New Zealand 2025 Limited (“Osmo”) to the purchaser (Purchaser) are supplied subject to the following terms and conditions of sale (“Terms and Conditions of Sale”).

1) Price

The Goods shall be supplied to the Purchaser at the relevant list prices (plus GST) from time to time, current (having regard to any applicable discounts) as fixed by Osmo.

2) Payment

  1. Payment is to be made by the 20th of the month following the date of the invoice. Notwithstanding such credit period, full payment for all Goods at any time supplied by Osmo shall become due immediately upon the Purchaser becoming insolvent or upon the commencement of any act or proceeding in which the Purchaser’s insolvency is involved or if the Purchaser resolves to wind up or is ordered to be wound up or has a receiver, liquidator or official manager appointed in respect of all or any of its assets.
  2. Failure by the Purchaser to make payment on any amount payable pursuant to these Terms and Conditions of Sale on the due date shall constitute a default and, without prejudice to any rights or remedies of Osmo, the Purchaser shall pay to Osmo penalty interest on any such amount at a rate of 2% above bank overdraft interest rates per month. Such interest shall be payable on demand and shall accrue on a daily basis from the due date of payment.

3) Delivery

Osmo undertakes to use all reasonable endeavours to deliver the Goods to the address specified by the Purchaser within the time specified, and the Purchaser shall accept the Goods as if the Goods are delivered within a reasonable time thereafter. Osmo reserves the right to deliver the Goods by instalment, and each instalment shall be deemed to be a separate contract governed by these Terms and Conditions of Sale. Should Osmo fail to deliver any instalment within the time specified or a reasonable time thereafter, this shall not give the Purchaser any right of repudiation or rejection in respect of any other instalment.

4) Retention of Title

  1. Osmo will retain title to the Goods it supplies until they have been paid for in full and the Purchaser has performed all their other obligations under these Terms and Conditions of Sale.
  2. Clause 4a) creates a security interest under the Personal Properties Securities Act (PPSA) in Goods supplied to the Purchaser.
  3. At Osmo’s request, the Purchaser will promptly sign any documents and do anything else required by Osmo to ensure the security interest constitutes a first-ranking perfected security interest in the Goods.
  4. Osmo may at any time enter your premises and properties to uplift Goods that we have a security interest in.
  5. If Goods that Osmo have a security interest in are processed, included or dealt with in any way causing them to become accessions, processed or commingled Goods, the security interest will continue in the whole in which they are included. The Purchaser will not grant any other security interest or any lien in either the Goods or in the whole.
  6. The Purchaser waives any rights you may have under sections 114(1)(a), 116, 120(2), 121, 125, 129, 131, and 133 of the PPSA.
  7. The Purchaser waives its right to receive a copy of any verification statement (as that term is defined in the PPSA).

5) Returns

Osmo shall accept returns if they have been previously authorised. Goods returned for credit must be in the original condition and packaging. Any used, opened, superseded, custom tinted, special order or discounted Goods will not be accepted for credit. An invoice number must be forwarded with all returns. Osmo reserve the right to charge a handling fee for Goods returned at a rate of 15% of the invoiced value.

6) Risk and insurance

Risk in any Goods supplied by Osmo to the Purchaser shall pass to the Purchaser when such Goods are delivered to the Purchaser or into custody on the Purchaser’s behalf providing that if the Purchaser fails to accept the Goods or requests that the delivery of the Goods be delayed, risk in the Goods shall be borne by the Purchaser from the time of such failure or request as the case may be. The Purchaser shall insure the Goods for their full insurable value at all times, until risk in the Goods has passed to the Purchaser.

7) Warranties

  1. Osmo warrant that all Goods supplied by it shall be free from all defects in materials and workmanship. Any claim for breach of this warranty:
    1. must be made in writing within 14 days of the defect becoming known;
    2. shall not apply in the event that the Goods have been altered or modified in anyway;
  • shall not apply if the Goods have been used otherwise in accordance with the manufacturer’s instructions or product specifications; and
  1. must be made within 12 months of the date of delivery of the Goods to the purchaser.
  1. Osmo will make available and ensure that the Purchaser will have the benefit of all applicable manufacturer warranties. Osmo will use its reasonable endeavours to ensure that the manufacturers will comply with their warranty obligations, but shall not be personally responsible for the manufacturer’s warranty and all liability as an importer and deemed manufacturer under the Consumer Guarantees Act 1993 in accordance with clauses 7c) and d) below.
  2. The Consumer Guarantees Act 1993, the Fair Trading Act 1986, and other statutes may impose warranties, conditions or obligations on Osmo which cannot by law (or which can only to a limited extent by law) be excluded. Other than as expressly provided for in clause 7a) Osmo exclude all such imposed warranties, conditions or obligations to the extent permitted by law and exclude any warranty, condition or obligation imposed or implied under common law, equity or otherwise.
  3. Where the Purchaser acquires Goods and/or services from Osmo for the purposes of a business, the parties acknowledge and agree that:
    1. the Purchaser is acquiring the Goods and/or services covered by these Terms and Conditions of Sale for the purposes of a business in terms of sections 2 and 43(2) of the Consumer Guarantees Act 1993.
    2. the Goods and/or services are both supplied and acquired in trade for the purposes of the Fair Trading Act 1986, and the parties agree to contract out of sections 9 (Misleading and deceptive conduct generally), 12A (Unsubstantiated representations), and 13 (False or misleading representations); and
  • the Purchaser agrees that all warranties, conditions, and other terms implied by the Consumer Guarantees Act 1993 or sections 9, 12A, and 13 of the Fair Trading Act 1986 are excluded from these Terms and Conditions of Sale to the fullest extent permitted by law and the parties further acknowledge and agree that it is fair and reasonable that the parties are bound by this clause.
  1. The Purchaser acknowledges that in the event the Goods have been imported by Osmo, for the purposes of this clause 7, Osmo is deemed to be a manufacturer and the Purchaser shall indemnify Osmo from any liability as a manufacturer incurred as a result of unauthorised representations made by the Purchaser to third parties.

8) Risk and insurance

Risk in any Goods supplied by Osmo to the Purchaser shall pass to the Purchaser when such Goods are delivered to the Purchaser or in the custody of the Purchaser.

9) Services and advice

The Purchaser agrees that no warranty is given in respect of technical information in respect of Goods sold, provided by any employee or contractor of Osmo. Any such information or guidance given by Osmo’s staff is for the Purchaser’s information only, and the Purchaser must rely on their own advice and investigations.

10) Force Majeure

Should any cause beyond the control of Osmo, including, but not limited to, any order of Government or other authority, strike, lock out, labour dispute, delays in transit, difficulty in procuring Goods, embargo, accident, emergency, act of God, pandemic, or other contingency, interfere with delivery by Osmo or with the performance by Osmo of any of its obligations under these Terms and Conditions of Sale, then Osmo shall be entitled at its sole discretion to suspend its performance of any such obligation or to cancel any contract for the sale of Goods and shall not be liable to the Purchaser in any respect.

11) Liability

  1. Osmo will not be liable for any loss or damage or liability of any kind whatsoever (including consequential loss or lost profit or business), whether suffered or incurred by the Purchaser or another person and whether in contract, tort, or otherwise and whether such loss or damage arises directly or indirectly from Goods or services provided by Osmo to the Purchaser.
  2. If, notwithstanding clause 11a), Osmo is liable for any reason for any loss suffered or liability incurred by the Purchaser arising from any breach of these Terms and Conditions of Sale or for any other reason, such liability is limited to the amount of the price of the Goods concerned.

12) Privacy of information

The Purchaser authorises Osmo:

  1. to collect, retain and use information about the Purchaser from any person, for the purpose of assessing your creditworthiness.
  2. to monitor, record and save phone calls for business purposes (including quality assurance and monitoring instructions).
  3. to disclose information about the Purchaser:
    • to any person who guarantees, or who provides insurance, or who provides any other credit support, in relation to the Purchasers obligations to Osmo; and
  1. to such persons as may be necessary or desirable to enable Osmo to exercise any power or enforce or attempt to enforce any of Osmo’s rights, remedies and powers under these Terms and Conditions of Sale.

13) Costs

The Purchaser must pay Osmo’s costs (including legal costs, as between solicitor and client) of and incidental to the enforcement or attempted enforcement of Osmo’s rights, remedies and powers under these Terms and Conditions of Sale.

14) Small Orders

Osmo may charge a handling fee on small orders below $15.00. In addition, discounts will not apply to small orders.

15) Special Orders & Custom Tinting

  1. If specific Goods are ordered by the Purchaser to a particular specification that Osmo do not ordinarily stock, then we may, at our discretion, require a minimum 10% deposit paid or prepayment in full, with any balance payable otherwise in accordance with clause 2.
  2. Special orders and custom tinting are non-refundable and non-returnable.

16) General

  1. In the event of conflict between these Terms and Conditions of Sale and any correspondence or other communication between the Purchaser and Osmo (including Osmo’s agents or employees), then these Terms and Conditions of Sale shall prevail, unless otherwise agreed between Osmo and the Purchaser.
  2. Osmo reserve the right to update or amend these Terms and Conditions of Sale at any time. The Purchaser will be bound by the amendment on the earlier of Osmo updating them on the website or providing the Purchaser with written notice of the update.
  3. The terms and conditions of supply that are in effect at the date of Osmo accepting the Purchaser’s order will apply.

Risk in any Goods supplied by Osmo to the Purchaser shall pass to the Purchaser when such Goods are delivered to the Purchaser or in the custody of the Purchaser.