TERMS AND CONDITIONS
Welcome to Tomorrow NZ!
These terms and conditions outline the rules and regulations for the use of NZ Smokefree Tomorrow Limited's Website, located at https://tomorrowonline.co.nz/
By accessing this website we assume you accept these terms and conditions. Do not continue to use Tomorrow Online if you do not agree to take all of the terms and conditions stated on this page.
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements: "Client", "You" and "Your" refers to you, the person log on this website and compliant to the Company’s terms and conditions. "The Company", "Ourselves", "We", "Our" and "Us", refers to our Company. "Party", "Parties", or "Us", refers to both the Client and ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services, in accordance with and subject to, prevailing law of Netherlands. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.
Unless otherwise stated, NZ Smokefree Tomorrow Limited and/or its licensors own the intellectual property rights for all material on Tomorrow Online. All intellectual property rights are reserved. You may access this from Tomorrow Online for your own personal use subjected to restrictions set in these terms and conditions.
You must not:
- Republish material from Tomorrow Online
- Sell, rent or sub-license material from Tomorrow Online
- Reproduce, duplicate or copy material from Tomorrow Online
- Redistribute content from Tomorrow Online
This Agreement shall begin on the date hereof.
Parts of this website offer an opportunity for users to post and exchange opinions and information in certain areas of the website. NZ Smokefree Tomorrow Limited does not filter, edit, publish or review Comments prior to their presence on the website. Comments do not reflect the views and opinions of NZ Smokefree Tomorrow Limited, its agents and/or affiliates. Comments reflect the views and opinions of the person who post their views and opinions. To the extent permitted by applicable laws, NZ Smokefree Tomorrow Limited shall not be liable for the Comments or for any liability, damages or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.
NZ Smokefree Tomorrow Limited reserves the right to monitor all Comments and to remove any Comments which can be considered inappropriate, offensive or causes breach of these Terms and Conditions.
You warrant and represent that:
- You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
- The Comments do not invade any intellectual property right, including without limitation copyright, patent or trademark of any third party;
- The Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material which is an invasion of privacy
- The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.
You hereby grant NZ Smokefree Tomorrow Limited a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.
Hyperlinking to our Content
The following organizations may link to our Website without prior written approval:
- Government agencies;
- Search engines;
- News organizations;
- Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and
- System wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.
These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party’s site.
We may consider and approve other link requests from the following types of organizations:
- commonly-known consumer and/or business information sources;
- dot.com community sites;
- associations or other groups representing charities;
- online directory distributors;
- internet portals;
- accounting, law and consulting firms; and
- educational institutions and trade associations.
We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of NZ Smokefree Tomorrow Limited; and (d) the link is in the context of general resource information.
These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.
If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to NZ Smokefree Tomorrow Limited. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.
Approved organizations may hyperlink to our Website as follows:
- By use of our corporate name; or
- By use of the uniform resource locator being linked to; or
- By use of any other description of our Website being linked to that makes sense within the context and format of content on the linking party’s site.
No use of NZ Smokefree Tomorrow Limited's logo or other artwork will be allowed for linking absent a trademark license agreement.
Without prior approval and written permission, you may not create frames around our Webpages that alter in any way the visual presentation or appearance of our Website.
Trade Terms and Conditions
- The following definitions apply to these terms:
Business Day means any day (other than a Saturday, Sunday or public holiday, as that term is defined in section 5(1) of the Holidays Act 2003) on which registered banks are open for general banking business in Auckland, New Zealand.
Customer or you means the person or firm who purchases the Products from the Supplier.
Delivery has the meaning given in clause 5.2 of these terms.
Delivery Location means a location specified by the Customer to the Supplier when making an Order.
Contract has the meaning given in clause 3.2 of these terms.
Order means a Retail Order or a Wholesale Order.
Price means the price quoted to the Customer or on the Website for the provision of the Products.
Products means the vaping equipment and any other related products sold by us from time to time.
Parties means both the Supplier and the Customer and Party means either one of them.
Retail Order means an order placed for the Products by a retail Customer on the Website.
Supplier, us or we means NZ Smoke Free Tomorrow Limited (NZCN 6420336).
Wholesale Order means an order placed for the Products by a wholesale Customer.
Website means https://tomorrowonline.co.nz/
- These terms apply to our current and future supply of Products to you except to the extent we agree with you otherwise in writing. There is no need for you to sign these terms to accept them. You will be deemed to have accepted these terms by placing an Order.
- We may amend these terms at any time by uploading the new or updated terms to the Website. Any Order placed is deemed acceptance of the amended terms and such amended terms will replace any previous arrangements or understandings between the Parties.
- Retail Customers may make a Retail Order on our Website and wholesale Customers may make a Wholesale Order by calling 04 471 1494; or by emailing firstname.lastname@example.org. A Retail Order is deemed to be accepted once the Customer has made payment through the Website and a Wholesale Order is deemed to be accepted when we issue a written acceptance of the Wholesale Order, at which points a contract shall come into existence between the Parties in accordance with these terms (Contract).
- We reserve the right to amend or withhold the Products if required by any applicable statutory or regulatory requirement.
- Title and risk of the Products shall pass to the Customer upon Delivery, provided that the title to the Products remains with the Supplier until full payment has been made by the Customer under the Contract and these terms.
- We shall deliver the Products to the Delivery Location or such other location as the Parties may agree:
- for Retail Orders, at any time after payment has been made for the Order; and
- for Wholesale Orders, at any time after the Order has been made by the Customer.
- Delivery is completed on the completion of unloading of the Products at the Delivery Location (Delivery).
- Any dates quoted for Delivery are approximate only, and the time of the delivery is not of the essence. We are not liable for any delay in Delivery that is caused by the Customers failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
- We cannot accept any responsibility for delivery failures or delays by third party delivery contractors.
- No changes to the Order may be made after a Contract has been entered into. If you wish to make any changes to an Order please contact us as soon as possible and we will try to assist.
- If the Products in your Order are unavailable for any reason we will notify you as soon as possible and offer a full refund.
- We will not accept returns or refunds due to personal flavour expectations.
- If the Products become defective within 30 days of Delivery they may be returned for a full refund or exchange at our absolute discretion on receipt of photo evidence of such defects.
- If a refund has been provided for defective Products there is no need for them to be returned.
- If the Products are not defective, or have been modified, misused or the subject of negligence, you will be required to pay for any replacement products. These charges will be charged to the payment method provided to us by you on your original Order, provided that we notify you of these charges before carrying out the replacement.
- The Price for a Retail Order shall be the price set out on the Website at the time of purchase and the Price for a Wholesale Order shall be the price communicated by the Supplier to the wholesale Customer via email or over the phone.
- The Price is in New Zealand dollars, includes GST and excludes the costs and charges of Delivery.
- All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding tax as required by law). All sums payable to the Supplier are payable in New Zealand currency.
- For Retail Orders, the Customer shall make payment before the Products are delivered to the Delivery Location.
- For Wholesale Orders, the Customer shall make payment of invoices submitted by the Supplier:
- by way of direct credit, in full and in cleared funds to a bank account nominated in writing by the Supplier within 20 days of the date of the invoice; or
- by way of credit card, in full and in cleared funds to a bank account nominated in writing by the Supplier within 20 days of the date of the invoice; or
- by way of direct debit, in full and in cleared funds to a bank account nominated in writing by the Supplier within 20 days of the date of the invoice; or
- in accordance with any credit terms agreed by the Supplier and confirmed in writing by the Customer,
or otherwise agreed between the Customer and the Supplier.
- If a payment due to the Supplier is not made by the Customer in accordance with these terms, then, without prejudice to the Supplier’s other rights, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after the judgment. Interest under this clause 8.6 will be charged at the 30 day BKBM rate plus 5% (provided that if the BKBM rate Is less than zero it shall be deemed to be zero) calculated daily and compounding monthly from the due date until the date it is paid in full.
- The Customer hereby grants to the Supplier a security interest (as that term is defined in the Personal Properties Security Act 1999) in respect of all Products delivered to the Customer as a running and continuing security for payment of all amounts due and owing to the Supplier for the Products under these terms.
- The Customer hereby indemnifies, and will keep indemnified, the Supplier from and against any and all losses, damages, costs, actions, proceedings, claims and demands which the Supplier incurs or is subject to (including any reasonable legal fees or amount paid by way of settlement) in connection with:
- any failure by the Customer to perform its obligations under these terms; and
- any wilful or negligent act or omission of the Customer in the course of performing its obligations under these terms.
- For the avoidance of doubt, the Customer is liable for any debt collection fees or other costs incurred by the Supplier as a result of non or late payment of any amounts due by the Customer to the Supplier in accordance with these terms.
- The Suppliers maximum aggregate liability arising under or in connection with these terms, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation or otherwise, shall in all circumstances be limited to the amounts paid by the Customer to the Supplier over the immediately preceding six months.
- Neither Party shall be liable to the other for any indirect, consequential or special loss or damage, loss of revenue, economic loss or damage, loss of business or profits or anticipated business or profits, loss of goodwill, loss of anticipated savings or for any business interruption, whether or not that loss was, or ought to have been, contemplated by the Party in breach.
- Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party, except as permitted by clause 11.2.
- Each Party may disclose the other Party's confidential information:
- to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under the Contract. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party's confidential information comply with this clause 11.2; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither Party shall use the other Party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
- The Supplier will not be liable, or be deemed to be in breach of these terms, for any errors or delay in performing any of its obligations under these terms if such error is caused by an event, circumstance or cause beyond the Supplier’s reasonable control including cyber warfare, cyberattacks or ransomware attacks, operation of the forces of nature such as earthquakes, hurricanes, lightning, typhoons or volcanic activity, instances of exceptionally adverse weather, outbreaks of disease, epidemics or quarantine, or acts of government authority (whether lawful or unlawful).
- If a dispute arises out of, or in connection with these terms the Parties must use reasonable endeavours to resolve the dispute by negotiation.
- If the Parties cannot resolve their dispute by negotiations under clause 13.1 within 20 Business Days, a Party may, by written notice to the other, require that the dispute be dealt with by mediation to be held in Auckland and conducted in accordance with the Resolution Institute’s standard mediation agreement.
- No Party may initiate or commence court or arbitration proceedings relating to a dispute unless it has complied with the procedure set out in this clause 13, provided that application may still be made to the courts:
- for interlocutory relief;
- to recover a debt payable; or
- to enforce a settlement agreed to by the Parties under this clause 13.
- Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
- the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that Party being notified in writing to do so;
- the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on;
- the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
- the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
- Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
- Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
- The Consumer Guarantees Act 1993 (CGA), the Fair Trading Act 1986 (FTA), and other statutes may impose warranties, conditions or obligations on the Supplier which cannot by law (or which can only to a limited extent by law) be excluded. Other than as expressly provided for in these terms, the Supplier excludes 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.
- Where the Customer acquires Products from the Supplier for the purposes of a business:
- the Parties acknowledge and agree that:
- the Customer is acquiring the Products covered by this Contract for the purposes of a business in terms of section 2 and 43(2) of the CGA;
- the Products are both supplied and acquired in trade for the purposes of the FTA and the Parties agree to contract out of sections 9 (misleading and deceptive conduct generally), 12A (unsubstantiated representations), and 13 (false or misleading representation) of the FTA; and
- the Customer agrees that all warranties, conditions, and other terms implied by the CGA or sections 9, 12A, and 13 of the FTA are excluded from these terms 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.
- For the avoidance of doubt the Parties agree that any change, or impending change, in legislation, whether known about prior to or after entry into these terms, shall not affect this validity of this clause 15 or any other part of these terms.
- These terms (as amended by the Supplier from time to time) constitute the entire agreement and understanding of the Parties relating to the matters dealt with in these terms and supersedes and extinguishes any previous agreement (whether oral or written) between the Parties in relation to such matters.
- No Party will be deemed to have waived any right under these terms unless the waiver is in writing and signed by that Party.
- If any provision of these terms becomes invalid or unenforceable, the remainder of these terms will remain valid and enforceable to the fullest extent permitted by law.
- The Customer may not transfer or assign their rights or obligations under these terms.
- These terms are governed by and construed in accordance with the laws of New Zealand and the Parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand for any matter arising under or relating to these terms.
- We make no representations, warranties or guarantees as to whether the Products or the information available on our Website is appropriate or available for use in other countries. If you are accessing the Website or purchasing the Products from outside of New Zealand you are responsible for compliance with applicable local laws.