Terms & Conditions
Precious Gem Imports Limited
Trade-only supply of natural diamonds and coloured gemstones
1. Definitions and Interpretation
1.1 “Company” means Precious Gem Imports Limited (NZBN 9429039188014) trading from Parnell, Auckland, New Zealand, and includes its successors and assigns.
1.2 “Customer” means the person, partnership, or company purchasing or receiving Goods from the Company, and if more than one person, each of them jointly and severally.
1.3 “Goods” means diamonds, coloured gemstones, jewellery, and any related items supplied by the Company, whether sold outright or supplied on Approval.
1.4 “Approval Goods” means Goods supplied to the Customer on approval, memo, or consignment, remaining the property of the Company until sold or returned in accordance with clause 6.
1.5 “Terms” means these Terms and Conditions of Trade as amended by the Company from time to time.
1.6 “In writing” includes email correspondence sent to or from the Company's usual business email addresses.
2. Application of These Terms
2.1. These Terms apply to every quote, order, invoice, and supply of Goods (including Approval Goods) by the Company, to the exclusion of any terms proposed or referenced by the Customer, unless expressly agreed in writing by a director of the Company.
2.2. These Terms are made available to the Customer, and are deemed accepted, at the earlier of: (a) the Customer signing a trade account application referencing these Terms; (b) the Customer's acceptance of these Terms via the Company's online trade portal at account creation; or (c) the Customer placing an order with, or accepting delivery of Goods from, the Company.
2.3. The current version of these Terms is published at [insert website www.preciousgem.co.nz] and supersedes all prior versions. The Company will provide a copy on request.
3. Trade Accounts
3.1. The Company supplies on a trade-only basis. All new customers must complete a trade account application before goods are supplied on credit or on Approval.
3.2. The Company may, at its discretion, decline an application, decline to open an account, require a personal guarantee or security, or require payment in advance, without obligation to give reasons.
3.3. The Company may suspend or close an account, and may vary credit terms or limits, at any time on reasonable notice, including where an account is overdue or where the Company has concerns under clause 12 (Right of Refusal).
4. Pricing and Currency
4.1. All prices for diamonds and gemstones are quoted per carat in United States Dollars (USD) unless stated otherwise.
4.2. Prices quoted in New Zealand Dollars (NZD) are exclusive of GST unless expressly stated as GST-inclusive. Sales exported to customers outside New Zealand are zero-rated for GST in accordance with the Goods and Services Tax Act 1985, subject to the Company obtaining the required export evidence.
4.3. Quoted prices are subject to change without notice at any time prior to invoicing. Once an invoice has been issued, the invoiced price is fixed and will not be altered.
4.4. Where an invoice is issued in NZD for a price quoted in USD, the USD amount is converted to NZD using the exchange rate applicable on the invoice date.
4.5. Volume discounts are available on request and at the Company's discretion, and do not apply automatically to any order unless confirmed in writing.
4.6. A settlement discount of 5% applies where payment in full is received within 7 days of the invoice date, but only where this has been agreed with the Company prior to invoicing. This discount does not apply to payments made by credit card.
5. Payment Terms
5.1. Unless otherwise agreed with the Customer in writing, payment is due within 20 days after the end of the month of invoice date (“standard account terms”). An account not paid in full within this period is overdue.
5.2. Interest accrues on any overdue balance at 2% per month, or part thereof, calculated from the invoice due date until the date payment is received in full by the Company.
5.3. Without limiting any other right, the Company may suspend further supply of Goods, withdraw credit terms, and/or recall any Goods held by the Customer on Approval, where an account is overdue.
5.4. The Customer is liable for all costs reasonably incurred by the Company in recovering an overdue balance, including debt collection agency fees and legal costs on a solicitor-client basis, in addition to the outstanding balance and interest.
5.5. In accordance with the Anti-Money Laundering and Countering Financing of Terrorism Act 2009, the Company does not accept cash or cheque payment for any transaction, or series of related transactions, totalling NZ$10,000 or more.
6. Goods Supplied on Approval or Consignment
6.1. Goods may be supplied to the Customer on approval or consignment (“Approval Goods”) at the Company's discretion. Legal and beneficial title in Approval Goods remains with the Company at all times, regardless of possession by the Customer, until such Goods are paid for in full or returned to the Company.
6.2. Unless otherwise agreed in writing, the approval period is 7 days from the date of dispatch. Approval Goods not returned to, and received by, the Company within this period will be deemed sold to the Customer and invoiced accordingly, at the Company's discretion.
6.3. From the time of receipt until Approval Goods are returned to and received back by the Company, the Customer: (a) holds the Goods at their own risk; (b) is liable for the full replacement value of the Goods in the event of loss, theft, or damage howsoever caused; and (c) must maintain adequate insurance cover for the full replacement value of the Goods, and provide evidence of this on request.
6.4. Returned Goods must be accompanied by their original certificate(s) and returned in the same condition as supplied. The Company may refuse a return, or charge the Customer for any damage, alteration, or loss of certification, where this condition is not met.
6.5. The Customer must not sell, pledge, part with possession of, or grant any security interest over Approval Goods otherwise than in the ordinary course of the Customer's business, and must keep Approval Goods separately identifiable and insured while in its possession.
7. Retention of Title (Sold Goods)
7.1. Notwithstanding delivery, legal and beneficial ownership of Goods sold on credit does not pass to the Customer until the Company has received payment in full (including any interest and costs owing) for those Goods and all other amounts owing by the Customer to the Company.
7.2. Until title passes, the Customer holds the Goods as bailee for the Company and must store them separately and in a manner that identifies them as the Company's property.
7.3. If the Customer resells Goods before title has passed, the Customer holds the proceeds of sale on trust for the Company to the extent of the amount owing, and must account to the Company for those proceeds on request.
7.4. If the Customer defaults on payment or becomes insolvent, is placed into liquidation, receivership, voluntary administration, or bankruptcy, the Company may, without notice, enter any premises where the Goods are held to recover them, and the Customer irrevocably licenses the Company to do so.
7.5. The Company may register a financing statement on the Personal Property Securities Register in respect of Goods supplied under these Terms, and the Customer waives its right to receive a copy of any verification statement confirming registration.
8. Delivery, Risk, and Courier Charges
8.1. Nationwide courier delivery is charged at $6 plus GST per order.
8.2. Auckland metro one-hour courier delivery is charged at $15 plus GST ($25 plus GST for fringe suburbs).
8.3. Courier charges in clauses 8.1 and 8.2 are subject to change without notice; the rate applicable is the rate current at the date of invoicing.
8.4. Risk in Goods (including Approval Goods) passes to the Customer on delivery to the Customer or to the Customer's nominated carrier, whichever occurs first. The Company recommends the Customer arrange insurance to cover this risk unless already covered under clause 6.3.
8.5. Delivery dates or timeframes given by the Company are estimates only. The Company is not liable for any loss arising from delay in delivery howsoever caused.
9. Returns — Sold Goods
9.1. Other than Approval Goods (governed by clause 6), Goods sold outright are not returnable for credit or refund except at the Company's discretion, or where the Goods do not conform to their invoice description or certification.
9.2. Any claim that Goods do not conform to their invoice description or accompanying certificate must be notified to the Company in writing within 7 days of delivery, failing which the Goods are deemed accepted.
10. Limitation of Liability
10.1. Where the Customer acquires Goods for the purposes of a business, the parties agree that the Consumer Guarantees Act 1993 does not apply, to the extent permitted by section 43 of that Act.
10.2. To the maximum extent permitted by law, the Company's total liability to the Customer arising out of or in connection with the supply of Goods, whether in contract, tort (including negligence), or otherwise, is limited to the invoice value of the Goods giving rise to the claim.
10.3. To the maximum extent permitted by law, the Company is not liable for any indirect, special, or consequential loss or damage, including loss of profits, loss of business, or loss of opportunity, arising out of or in connection with the supply of Goods.
10.4. Nothing in these Terms excludes, restricts, or modifies any right or remedy that cannot lawfully be excluded, restricted, or modified.
11. Diamond and Gemstone Disclaimer
11.1. Any diamonds supplied have been purchased from sources which the Company has reasonable grounds to believe are not involved in funding conflict, in accordance with the Kimberley Process Certification Scheme and applicable United Nations Resolutions. This guarantee is made by the Company based on its own knowledge and/or written warranties provided by its suppliers.
11.2. The Company warrants that, based on gemmological testing carried out using industry-standard equipment and practices current at the time of testing, diamonds and gemstones supplied are natural unless expressly identified on the invoice as laboratory-created or synthetic.
11.3. Any treatments or enhancements identified through the Company's testing, or disclosed to the Company by its suppliers or accompanying certification bodies, are disclosed on the relevant invoice. The Customer acknowledges that treatment disclosure reflects the information and testing capability available to the Company at the time of sale, and that not all treatments are detectable by all testing methods.
12. AML/CFT Compliance and Right of Refusal
12.1. The Company is subject to obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 and related regulations, and undertakes customer due diligence in accordance with those obligations, in addition to the cash/cheque restriction set out in clause 5.5.
12.2. The Company may decline to open a trade account, decline to complete a sale, decline to accept a return, or request further information, where it has concerns regarding the provenance of Goods offered to or requested by a Customer, sanctions exposure, source of funds, or compliance with the Company's legal or regulatory obligations.
12.3. The Customer must provide any information reasonably requested by the Company for the purposes of customer due diligence or provenance verification.
13. Force Majeure
13.1. Neither party is liable for any delay or failure to perform its obligations under these Terms (other than an obligation to pay money) caused by circumstances beyond its reasonable control, including natural disaster, pandemic, war, civil unrest, strikes, customs delays, or failure of courier or freight networks.
14. Confidentiality and Intellectual Property
14.1. Price lists, product photography, certification data compilations, and other materials provided by the Company remain the Company's property and confidential information, and must not be reproduced, distributed, or used other than for the Customer's own purchasing decisions, without the Company's prior written consent.
15. General
15.1. The Company may amend these Terms at any time by publishing an updated version at www.preciousgem.co.nz. Amendments apply to orders placed after the date of publication.
15.2. If any provision of these Terms is held invalid or unenforceable, that provision is severed and the remainder of these Terms continues in full force and effect.
15.3. No failure or delay by the Company in exercising any right under these Terms operates as a waiver of that right.
15.4. These Terms, together with any invoice or written agreement expressly referencing them, constitute the entire agreement between the parties in relation to their subject matter.
15.5. These Terms are governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand, regardless of the Customer's place of business.