Terms and Conditions of Trade
Definitions and Interpretation
- In these Terms and Conditions, the following definitions apply:
“Crane Brothers” means Crane & Sons Limited (company number 1039614).
“Customer” means the person or entity contracting with Crane Brothers (including the Customer’s successors and permitted assigns) for the supply of Goods and Services and includes any person acting on behalf of or with the authority of the customer.
“Default” means each of the events set out in clause 8.1.
“Goods” means any and all goods, products and inventory supplied by Crane Brothers to the Customer from time to time.
“Log In Account” means a password/username interface Service provided on the Website to facilitate the making of Orders.
“Made to Measure Goods Garments” means any Good which is made (whether by or on behalf of Crane Brothers) specifically to the Customer’s specifications, requirements and/or measurements.
“Order” means a written, electronic or verbal order or instruction from the Customer to Crane Brothers with respect to the purchase of Goods and Services from Crane Brothers, and “Ordered” shall have a corresponding meaning.
“Personally Tailored Goodsarments” means any Good which is altered (whether by or on behalf of Crane Brothers) to the Customer’s specifications, requirements and/or measurements.
“Ready to Wear Garments” means any Good which is unaltered or is sold “off the rack” and can be returned to Crane Brothers as resaleable stock in its unaltered form.
“Services” means all services performed by or on behalf of Crane Brothers for a Customer, including design, tailoring, measurement, alterations, orders for material/fabric, Website services and all advice in connection with the foregoing.
“Terms and Conditions” means these terms and conditions of trade.
“Website” means www.crane-brothers.com (or any successor website as determined by Crane Brothers).
- In the interpretation of these Terms and Conditions, the following rules of interpretation apply:
References to “persons” include natural persons, companies and any other body corporates (wherever incorporated) and unincorporated bodies (wherever formed).
References to the words “including”, “include” or similar words do not imply any limitation and are deemed to have the words “without limitation” following them.
References to a “statute” or “statutory provision” means a New Zealand statute or statutory provision as amended, consolidated and/or replaced from time to time.
Orders and Cancellation
- Crane Brothers reserves the right (in its sole and absolute discretion) to accept any Order, or part of an Order, and to limit the quantities of Goods and Services relating to any Order without being obliged to provide reasons for such actions.
- In the event that payment for an Order has been made by the Customer and Crane Brothers rejects an Order or part of an Order or limits the quantities of Goods and Services to be supplied under an Order then Crane Brothers shall return the cleared funds paid by the Customer (in the amount of the rejected Order or part Order or the amount overpaid as a result of the limitation of quantities, as relevant).
- Where a Ready to Wear Garment is Ordered, the Customer may only cancel an Order if agreed in writing by Crane Brothers. If any Order is cancelled under this clause 3 the Customer shall remain liable to make payment for any costs incurred by Crane Brothers in connection with such Order up to the time of cancellation. These include the actual selling costs and reduction in the realisable value of the Order at the time of cancellation.
- Where a Made to Measure GoodGarment or Personally Tailored Good Garment is Ordered, the Customer may only cancel an Order if agreed in writing by Crane Brothers. If any Order is cancelled under this clause 3 the Customer shall remain liable to make payment for any costs incurred by Crane Brothers in connection with such Order up to the time of cancellation.
- In the event of a cancellation of an Order under clause 3.3, and work on that Order has not commenced, Crane Brothers may (at its sole and absolute discretion) charge an administration charge of 15% of the sale price. If the work has commenced but the cloth has not been cut, the charge will be 33% of the sale price. If the cloth has been cut then the charge will be 50% of the sale price.
- All prices of Goods and Services are quoted in New Zealand Dollars and are inclusive of GST.
- The prices of the Goods and Services are subject to change by Crane Brothers (whether upwards or downwards) without notice.
- The Customer agrees to pay all the freight and delivery costs on all Goods delivered to the Customer as arranged by Crane Brothers, unless Crane Brothers (in its sole and absolute discretion) agrees otherwise.
- All duties, levies, government charges and taxes, bank fees or any similar charges are payable by the Customer and may be added to the invoice (in Crane Brothers’ sole and absolute discretion).
Supply and Delivery
- For Made to Measure Goods Garments or Personally Tailored Goods Garments the Customer must pay a minimum 50% deposit on the quoted sale price unless Crane Brothers agrees or requires otherwise (for the avoidance of doubt, Crane Brothers may require full payment upon the Order being made). The balance of the sale price for Made to Measure Goods Garments or Personally Tailored Goods Garments must be paid in full over a period of not later than four weeks from the date that Crane Brothers advises the Customer that the Made to Measure Goods Garments or Personally Tailored Goods are ready for collection or delivery (unless otherwise agreed by Crane Brothers in its sole and absolute discretion).
- For Ready to Wear Garments the Customer must the full quoted sale price upon purchase.
- No alterations or finishing work will be done by Crane Brothers until a minimum of 50% of the sale price of the Goods has been paid to Crane Brothers, except where Crane Brothers agrees otherwise.
- All Goods must be paid for in full prior to collection from, or delivery by, Crane Brothers.
- All Goods remain the property of Crane Brothers until payment in full is made.
- Where the Customer purchases Goods and Services from Crane Brothers via a Log In Account, payment shall be made at the time of purchase via the payment system provided on the Website. Goods will not be shipped for delivery to a Customer that uses a Log In Account until payment in full for such Goods and Services in cleared funds has been received by Crane Brothers.
- In the event that payment is not made by the due date then the Customer is in breach of these Terms and Conditions and Crane Brothers may take action under clause 8. Crane Brothers may also remove any price discounts provided at the time of Order should payment not be made.
- Payment shall be made by the Customer in cleared and immediately available funds, without set-off, counter-claim, deduction or withholding, except as is permitted by law.
Title and Risk
- If it is agreed that a Customer is not going to collect the Goods, Crane Brothers is to organise the delivery of Goods (unless otherwise agreed in writing) to the Customer at the Customer’s address as notified by the Customer to Crane Brothers at the time of placing the Order. If no address was supplied at the time of placing the Order then it will be for the Customer to collect the Goods from Crane Brothers.
- Any completion times or delivery times specified by Crane Brothers shall be approximate only and Crane Brothers shall not be liable for any loss or damage suffered or incurred by the Customer or by any third party as a result of any delay by Crane Brothers in completing or delivering the Goods and Services.
Default and Consequences of Default
- Crane Brothers retains full ownership of the Goods until payment is made in full by the Customer.
- All risk and responsibility in the Goods (including for loss and damage) passes to the Customer on delivery (or deemed delivery) to the Customer’s address in accordance with clause 7 or upon uplift by the Customer (as applicable).
- If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, Crane Brothers is entitled to receive all insurance proceeds payable in respect of the Goods. This is without limitation to Crane Brothers’ other rights against the Customer under these Terms and Conditions and at law.
Consumer Guarantees Act 1993
- Each of the following shall constitute a Default by the Customer:
- Non payment of any sum by a due date.
- The Customer intimates that it will not pay any sum by a due date.
- Where Crane Brothers has reasonable cause to believe that the information which the Customer has supplied to it is incorrect or no longer correct, and the Customer fails to satisfactorily correct this information within five business days of a request being made by Crane Brothers.
- Any Goods are seized by any creditor of the Customer.
- Any Goods are materially damaged after delivery to the Customer and before payment in full has been made by the Customer.
- The Customer is declared bankrupt, is placed in liquidation or voluntary administration or a receiver or administrator is appointed to all or any of the Customer’s assets.
- A material adverse change in the financial position of the Customer occurs (as reasonably determined by Crane Brothers).
- If a Default occurs all amounts owing by the Customer shall be immediately due and payable and Crane Brothers shall be entitled to enforce all rights available to it under these Terms and Conditions, at the cost, risk and responsibility of the Customer in all respects.
- If the Customer fails to make payment of any amount by the due date, interest (calculated daily from the due date until the date that payment is made in full to Crane Brothers) shall accrue and be payable on the overdue amount at the rate of 5% per calendar month until full payment is made. Such interest shall compound monthly at such a rate after as well as before any judgment.
- If a Default occurs, then without prejudice to any other rights of Crane Brothers under these Terms and Conditions or at law Crane Brothers may, in its sole and absolute discretion:
- suspend or terminate the supply of Goods and Services to the Customer and any of Crane Brothers’ other obligations under these Terms and Conditions; and/or
- cancel all or any part of any Order of the Customer which remains unperformed.
- Crane Brothers will not be liable to the Customer for any loss or damage the Customer suffers as a result of any exercise by Crane Brothers of its rights under this clause 8.
- Crane Brothers’ rights under clause 8 are in addition to and not in substitution for any other rights Crane Brothers may have at law.
- Where the Customer is not a “Consumer” (as that term is defined in the Consumer Guarantees Act 1993), or where the Customer acquires or holds themselves out as acquiring Goods for the purpose of a business, then:
- the provisions of the Consumer Guarantees Act 1993 shall not apply; and
- the only warranties, guarantees or undertakings Crane Brothers gives to the Customer in relation to the Goods and Services (whether in relation to quality, fitness for purpose or otherwise) are those which are expressly stipulated by Crane Brothers to the Customer in writing.
- Where the Customer is a “Consumer” (as that term is defined in the Consumer Guarantees Act 1993), and is not purchasing Goods for the purpose of a business, then notwithstanding anything contained in these Terms and Conditions the Customer shall have the rights conferred on Consumers by the Consumer Guarantees Act 1993.
The Customer shall inspect the Goods on delivery and shall within seven (7) days of such inspection notify Crane Brothers of any alleged defect, shortage in quantity, damage or failure to comply with any quotation or description agreed in writing by Crane Brothers (the “Alleged Defect”). The Customer will supply information to Crane Brothers by email to firstname.lastname@example.org or calling 09 377 5335 regarding the Alleged Defect and the corresponding invoice number for the Goods affected.
- The Customer shall afford Crane Brothers an opportunity to inspect the Alleged Defect within a reasonable time of the Customer notifying Crane Brothers of the Alleged Defect. If the Customer fails to comply with clause 10.1, the Goods shall be deemed to be:
- free from any defect, damage or failure (whether in terms of corresponding with the description or quotation); and
- fully accepted by the Customer in all respects.
- For any Alleged Defect which Crane Brothers has agreed in writing that the Customer is entitled to reject the Goods, Crane Brothers’ liability is limited to either (at Crane Brothers’ discretion) replacing or repairing the relevant Goods or providing the Customer with a credit note.
- Returns of Goods will only be accepted by Crane Brothers if:
- the Customer has complied with clause 10.1 or Crane Brothers has agreed in writing to accept the return of the Goods; and
- the Goods are returned at the Customer’s cost within five days of delivery (or deemed delivery); and
- the Goods are returned in the same condition in which they were delivered.
Limitation of Crane Brothers’ Liability
- The Customer acknowledges and agrees that Crane Brothers is the sole owner (or licensee) of all intellectual property (including all copyright, trade marks, brands, trade names, business know how, ideas, methodologies, routines, systems and processes and information and materials on the Website) which:
- relates to or arises, directly or indirectly, out of the Goods and Services supplied or completed by Crane Brothers;
- is developed or contributed to by Crane Brothers in relation to any information, or documentation supplied by Crane Brothers to the Customer; and
- arises as a result of Crane Brothers performing any other work for the Customer.
- To the extent legally permitted:
- all warranties and representations implied by customary practice, at law, or under statute, are excluded;
- Crane Brothers’ liability in connection with any Goods and Services is limited to the refund of all sums actually paid by the Customer to Crane Brothers for the relevant Goods and Services. In no event shall Crane Brothers’ liability to the Customer exceed such amount; and
- Crane Brothers shall not be liable in contract, tort (including negligence), or otherwise for any direct or indirect damage, economic loss or damage, loss of business or profits, loss of revenue or consequential, special or other loss whatsoever in respect of or arising out of Goods and Services provided by Crane Brothers, use of the Website, infringement of any intellectual property or any act or omission of Crane Brothers.
- The information on the Website or contained with the Goods and Services is supplied on the condition that the Customer will make its own determination as to the accuracy and usefulness of the information. To the fullest extent permitted by law, Crane Brothers is not responsible for decisions the Customer makes as a result of information on the Website or contained with the Goods and Services or any subsequent loss or damage to any person as a result of the decisions of the Customer.
- Crane Brothers shall not be liable if the cloth, fabric or leather (as the case may be) on any Made to Measure Good is not exactly the same (whether in terms of colour, weight or otherwise) as that displayed to the Customer in store or on the Website. Each Customer acknowledges and accepts that there can be variance to the final Made to Measure Goods following their production.
- If any provision of these Terms and Conditions becomes invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired (to the fullest extent permitted by law).
- These Terms and Conditions shall be governed by the laws of New Zealand and are subject to the non-exclusive jurisdiction of the courts of New Zealand.
- Crane Brothers may (at its sole and absolute discretion) assign and transfer its rights under these Terms and Conditions and under any contract formed with the Customer and may sub-contract all or any part of its rights and obligations, in each case without the Customer’s consent.
- No Customer may assign or transfer, or purport to assign or transfer, any of their rights or obligations under this agreement without the prior written consent of Crane Brothers (which may be given or withheld at the sole and absolute discretion of Crane Brothers).
- Crane Brothers reserves the right to review and amend these Terms and Conditions at any time. If, following any such review, there is to be any change to these Terms and Conditions, then that change will take effect from the date on which Crane Brothers uploads the amended or revised Terms and Conditions on the Website.
- Crane Brothers shall be entitled to set-off any payment due to be made by it to a Customer against any liability owed to it by a Customer under these Terms and Conditions.
- Crane Brothers shall not be liable for any default or breach of these Terms and Conditions due to any act of God, war, terrorism, strike, pandemic, lock out, industrial action, fire, flood, drought, storm or other event beyond Crane Brothers’ reasonable control.