GUIDANCE

Our buyer's guide and terms contain important factors which apply when you do business with Us.

In consideration of EnviraBags accepting your instructions to supply Goods and Services; You agree to these Terms.

Generally

EnviraBags NZ is a New Zealand Subsidiary of EnviraBags Australia, headquartered in Melbourne. We trade internationally. These terms are specific to New Zealand and New Zealand buyers of our products and services and these terms are governed by New Zealand law. These Terms have regard to the provisions of the Consumer Guarantees Act 1993 (CGA), the Fair Trading Act 1986 (FTA), and the Contract and Commercial Law Act 2017 (CCLA) to the extent those provisions are applicable.

These Terms do not seek to restrict or modify any rights under the CGA, the FTA, or any other applicable New Zealand legislation that cannot be excluded, restricted, or modified by agreement. Where you are acquiring Goods and Services for the purposes of a business, the guarantees in the CGA may not apply.

Headline Terms

(a) Payment terms are 50% deposit and 50% balance prior to delivery.

(b) A 50% deposit is required for custom-branded product but in some cases, 100% prepayment may be required.

(c) EnviraBags will, upon payment of a deposit, commence production of pre-production samples.

(d) Photographs of pre-production samples will be emailed for review/approval. If you require physical samples or amendments to samples, additional charges for courier and amendment costs may be payable. EnviraBags will provide prior written notice of any additional costs.

(e) Typical lead times are 10-12 weeks for sea freighted products; 4-6 weeks for air freighted products. Unless otherwise stated, all orders are sea freighted. Many factors can affect lead times. A delivery date can usually be forecast once production has been 50% completed.

(f) Payment of your balance/arrival invoice is required before we deliver Goods. The delivery date shall typically be within 3 business days of the payment due date shown on our 50% balance invoice; or 3 business days after payment is received, whichever is later.

(g) EnviraBags provides 7 days free warehouse storage for fully paid orders. Unpaid Goods or those not delivered or collected from day 8 onwards will incur a $250 + GST administration and handling fee plus storage fees of $30 + GST per pallet per week or part thereof. Storage charges will be invoiced and attached to your balance/arrival invoice. All dollar amounts are in New Zealand dollars (NZD).

Please note: These are our headline terms. Additionally, all trade is subject to our full standard trading terms below.

1. Definitions and Interpretation

Within these Terms, the following words shall have the following meanings and effects:

"EnviraBags" means EnviraBags NZ and operating as www.envirabags.co.nz

"We" and "Us" has the same meaning as "EnviraBags".

"Buyer" means the person(s), company or other organisation that purchases Goods and Services from Us.

"Consumer" has the meaning given to it under the Consumer Guarantees Act 1993 and, where applicable, the Fair Trading Act 1986.

"Proposal" means our written offer, quotation, tender or other proposal which sets out the design, quantity and price of Goods offered for sale.

"Contract" means the contract between Us and the Buyer for provision of Goods and Services. Our agreement may incorporate our Proposal and/or the Buyer's instructions and these Terms.

"Goods and Services" means any product and/or service provided by EnviraBags to and for the benefit of the Buyer.

"Proforma Invoice and Deposit Invoice" means the 50% deposit invoice we raise and require payment of, prior to commencement of production of Goods.

"Balance Invoice and Arrival Invoice" means the balance invoice we raise and require payment of, prior to delivery of the Goods.

"GST" means Goods and Services Tax as defined under the Goods and Services Tax Act 1985 (NZ), currently charged at 15%. EnviraBags NZ is currently excempt from collecting and remitting NZ GST. When this changes, we will notify buyers by including NZ GST in quotes and/or invoices or by other means as necessary.

References to the masculine include the feminine and the neuter and the singular includes the plural and vice versa as the context admits or requires. Headings will not affect the construction of any conditions.

2. Application of Conditions

2.1 All business undertaken by EnviraBags is transacted subject to these Terms and Conditions, each of which shall be deemed to be incorporated in and to be a condition of any agreement between EnviraBags and a Buyer.

2.2 A proposal (including a quotation) is valid for a period of 30 days from its date, provided that EnviraBags has not previously withdrawn it. Thereafter our proposal shall expire.

2.3 Any proposal (including a quotation) is given by EnviraBags on the basis that no Contract shall come into existence until the condition of clause 2.4 below is fulfilled.

2.4 An Order and Contract for Goods and Services between EnviraBags and the Buyer shall be dated and commenced upon clearance of payment of a deposit (or full payment) on an invoice issued by EnviraBags, subject to these Conditions.

2.5 A Contract includes these Terms and Conditions to the exclusion of any and all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or otherwise), unless agreed to in writing by both parties.

3. Payment Terms

3.1 Our standard terms for payment are 50% deposit and 50% balance prior to delivery. All amounts are in New Zealand dollars (NZD) and are exclusive of GST unless otherwise stated.

3.2 A 50% deposit is required for custom-branded product but in some cases, 100% prepayment may be required.

3.3 The Buyer's 50% balance payment is required before delivery of Goods. The delivery date shall typically be within 3 business days of the payment due date shown on our 50% balance invoice; or 3 business days after payment is received, whichever is later.

3.4 The Buyer acknowledges and agrees that at our discretion, EnviraBags may defer delivery of the Buyer's Goods until such time as full clearance of a Buyer's Balance Payment or any other payment has been received by EnviraBags.

3.5 If payment of our Balance Invoice or any part thereof is not made by the due date, EnviraBags shall be entitled to charge the Buyer interest on any amount overdue at the rate of 5% per annum above the Reserve Bank of New Zealand's Official Cash Rate (OCR) as published from time to time, calculated from the date the payment was due until the date of actual payment. The Buyer also agrees that We shall be entitled to recover from the Buyer reasonable costs and expenses incurred in attempting to obtain payment, including debt collection fees and legal costs on a solicitor-and-client basis.

4. Quotations

4.1 EnviraBags generally provides 2 types of quotations: Type 1 is an automated, online quotation via the "Get A Quote" function on our website; and Type 2 is a written and personally addressed quotation itemising Goods and Services.

4.2 Contracts cannot be based on a Type 1 quotation.

4.3 Quotations and all proposals are "commercial in confidence" and strictly confidential. The Buyer agrees to keep our proposals confidential at all times and to refrain from disclosing them to any third party.

5. Ordering

5.1 EnviraBags typically uses a structured process to handle a Buyer's Order.

5.2 A Buyer will be required to approve, in writing, a design drawing prior to commencement of preproduction samples and production of Goods.

5.3 EnviraBags cannot be held responsible for any missed milestones or deadlines resulting from delayed approval or payment by the Buyer.

5.4 Preproduction samples (where required) can be supplied by EnviraBags. Samples are supplied and billed ex-contract. Standard samples take 7-14 days to produce - and up to 35 days in the case of dyed fabric - and are sent via air freight billed at cost. Samples themselves are provided free of charge; however, where custom printing is required, a plate charge of US$150 per colour may be levied. This charge is rebated where a Buyer subsequently orders not less than 10,000 units using the same plates.

6. Order Acceptance

6.1 Pursuant to clause 2.4, an order shall be accepted upon the clearance of the Buyer's payment.

7. Proforma Invoices

7.1 The price for the Goods shall be the price set out in EnviraBags' Proforma Invoice.

7.2 A Proforma Invoice will reference a design drawing that describes the Goods to be supplied.

7.3 Insofar as is practicable, a Proforma Invoice shall reference the quotation upon which the invoice is based; however, the Buyer acknowledges that a Proforma Invoice will supersede the quotation.

8. Description of Goods

8.1 A design drawing is a 2D visual depiction, drawn at 1:1 actual size, of the Buyer's brief and/or instructions for Goods to be supplied.

8.2 Goods supplied will be the Goods depicted in the approved design drawing.

8.3 An "Approved Design Drawing" is the design drawing approved by the Buyer, clearly depicting the visual appearance, features and dimensions of the Goods to be supplied.

8.4 Descriptions of our Goods in publicly published media (including our website and catalogues) are provided for the sole purpose of giving an impression of the types of Goods available to Buyers. Such descriptions and depictions are subject to change without prior notice and shall not be referenced in a Contract to supply Goods to a Buyer.

9. Production

9.1 Goods to be produced will be the same as those depicted in the Approved Design Drawing. An inner label will be sewn inside all bags. The inner label will identify materials, care instructions, country of origin, month of manufacture, and EnviraBags as the supplier (where permitted). A consumer advisory label may be required for some products. Custom inner labels and hangtags are available at additional cost and by agreement with EnviraBags.

9.2 Production will be undertaken at our own facility or a contracted facility according to indicative timescales communicated by EnviraBags.

9.3 EnviraBags shall undertake to effect reasonable design alteration, correction of error, omission or change notified by the Buyer to EnviraBags in writing and received before the commencement of production; however, if such a change affects a critical path or results in abortive production, We reserve the right to refuse such a change.

9.4 Although we undertake to exercise due care in the preparation of design drawings (and other information forming the basis of our Contract), the Buyer acknowledges and agrees that EnviraBags shall have no responsibility or liability to effect any change to Goods after receipt of approval from the Buyer.

10. Delivery

10.1 EnviraBags or its authorised agent will deliver the Goods ordered by the Buyer in a single delivery to the address specified in the Proforma Invoice, or as advised in writing by the Buyer and agreed by EnviraBags.

10.2 Subject to clause 3, delivery will be made as soon as practicable after the Buyer's final payment and when the order is available for delivery.

10.3 Delivery dates given by EnviraBags are estimates and may be affected by circumstances outside our control (including customs clearance or shipment delays). Time of delivery shall not be made of the essence by notice. If no dates are specified, delivery shall be within a reasonable time.

10.4 Where storage and/or multiple deliveries of Goods are required, additional charges may be payable. Such charges will be calculated on a cost plus 10% basis and will be advised in advance.

11. Risk and Ownership

11.1 Goods are at the risk of EnviraBags until delivery to the Buyer.

11.2 Upon delivery, risk transfers to the Buyer. Where the Buyer's personnel or equipment is used to effect delivery, risk transfers during the course of that delivery.

11.3 Ownership of the Goods shall not pass to the Buyer until EnviraBags has received in full (in cash or cleared funds) all payments due in respect of the Goods.

11.4 Until ownership of the Goods passes to the Buyer, EnviraBags retains a security interest in the Goods for the purposes of the Personal Property Securities Act 1999 (PPSA). The Buyer consents to EnviraBags registering that security interest on the Personal Property Securities Register (PPSR). The Buyer agrees to provide all reasonable assistance and to sign any documentation required to perfect and maintain that registration. The Buyer waives any right to receive a verification statement under section 148 of the PPSA.

11.5 The Buyer must not sell, transfer, charge, or otherwise deal with the Goods in any way that could prejudice EnviraBags' security interest before full payment is received.

12. Limited Liability

12.1 The liability of EnviraBags to a Buyer arising under or in connection with a Contract is limited to the aggregate amount of NZ$20,000 (twenty thousand New Zealand dollars).

12.2 Except for the specific limit on liability in these Terms, the liability of EnviraBags, whether under the law of contract, tort or otherwise, for any damage, loss, cost or expense arising out of or incidental to the Goods and Services performed or required to be performed by EnviraBags, its servants or agents, shall not exceed an amount equal to the price invoiced to the Buyer by EnviraBags for the Goods and Services giving rise to the loss, up to a maximum of NZ$20,000. The Buyer agrees to release EnviraBags and to indemnify EnviraBags, its servants and agents against any liability in excess of this limit.

12.3 Nothing in these Terms limits or excludes any liability that cannot be limited or excluded by law, including liability under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986. To the extent permitted by section 43 of the Consumer Guarantees Act 1993, where the Buyer acquires Goods and Services for the purposes of a business, the guarantees in that Act do not apply.

13. Claims

13.1 EnviraBags applies stringent quality controls during design, production, testing, handling and delivery of Goods. However, we acknowledge that problems can arise. In such cases, the Buyer must notify EnviraBags in writing of any problem within 7 days of delivery.

13.2 If the Goods delivered are damaged, defective or of incorrect quantity, EnviraBags shall have no liability to the Buyer unless the Buyer notifies EnviraBags in writing within 7 days of the delivery of the Goods, except to the extent that any such liability arises under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986 and cannot be excluded.

13.3 Where a Buyer notifies within the permitted timeframe, EnviraBags' sole obligation will be, at its option, to: (i) make good any shortage or non-delivery; (ii) replace or repair any Goods that are damaged or defective; or (iii) refund to the Buyer the amount paid by the Buyer for the missing or defective Goods.

13.4 Except as required by law (including the Consumer Guarantees Act 1993), EnviraBags will not be liable to the Buyer for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) howsoever arising under or in connection with the Contract. EnviraBags shall have no liability to pay any money to the Buyer by way of compensation other than to refund to the Buyer the amount paid by the Buyer for the Goods under clause 13.3(iii).

14. Compliance With Regulations

14.1 EnviraBags undertakes to observe and comply with all applicable New Zealand regulations and legislation, including obtaining all necessary import or other permits required to supply the Goods to the Buyer.

14.2 The Buyer must observe and comply with all applicable New Zealand regulations and legislation, including obtaining all necessary permits to purchase, receive or resell the Goods. EnviraBags makes no representation and accepts no liability in respect of the export or resale of the Goods to any country or territory outside New Zealand.

14.3 As part of our commitment to product quality and compliance with labelling regulations, EnviraBags will include a product advisory label attached to and/or inside all dyed fabric bags from 1 July 2025 onwards. The consumer advisory states that there is potential for dye colour transfer under certain conditions, such as when the fabric is wet. Where a Buyer wishes to modify or exclude the consumer advisory from dyed products manufactured for and/or supplied to them, EnviraBags notes this is against our advice; and as such, by choosing to exclude the advisory label, the Buyer accepts sole responsibility for any consumer outcomes that may result from the absence of the advisory. EnviraBags will not accept any liability for issues arising from the omission of the advisory label.

14.4 Notwithstanding the foregoing, nothing in these Terms is intended to limit any rights the Buyer or a consumer may have under the Consumer Guarantees Act 1993, the Fair Trading Act 1986, or any other applicable New Zealand legislation, nor to exclude or limit EnviraBags' liability for personal injury or death resulting from EnviraBags' negligence.

15. Notices

15.1 Notices from the Buyer to EnviraBags must be in writing and sent to email@envirabags.co.nz or by post to PO BOX 1308 Hawksburn VIC 3142 Australia.

15.2 Notices from EnviraBags to the Buyer will be sent to the Buyer's email address or physical address shown in the Proforma Invoice.

15.3 A notice sent by email is deemed to be received at the time the email enters the recipient's mail server, unless the sender receives a delivery failure notification. A notice sent by post is deemed to be received 3 business days after the date of posting.

16. Events Beyond the Control of EnviraBags

16.1 EnviraBags shall have no liability to the Buyer for any failure to deliver the Goods, any delay in doing so, or any damage or defect to Goods delivered that is caused by an event or circumstance beyond EnviraBags's reasonable control including, without limitation, force majeure, strikes, lockouts and other industrial disputes, customs clearance delays, breakdown of systems or network access, flood, fire, explosion, accident, pandemic, acts of terrorism, and sabotage.

17. Intellectual Property

17.1 Where EnviraBags receives, reproduces or otherwise uses intellectual property owned, controlled, or licensed by the Buyer (including but not limited to logos, artwork, marks, and trade marks), we do so on the basis that the Buyer provides EnviraBags with a royalty-free, non-exclusive licence to use, adapt, reproduce, amend and publish it solely for the purposes of fulfilling the Contract. Intellectual property so owned, controlled or licensed by the Buyer shall be used by EnviraBags with authority and full indemnity from the Buyer. The Buyer warrants that it has the right to grant this licence and that the use of such intellectual property by EnviraBags will not infringe the rights of any third party.

17.2 EnviraBags exclusively owns the intellectual property associated with our designs, products, services, website, and communications. We retain full ownership of all drawings, mockups, designs, samples, specifications, and other illustrative material and photographs that we produce.

17.3 Purchasing, taking delivery of, or using our products - whether warehouse pre-made stock/blank designs or custom/bespoke designs - does not grant you the right to copy or reproduce those products. No implied reproduction right or licence is offered or granted. Unauthorised copying or reproduction may infringe our rights under the Copyright Act 1994 (NZ). Some products may also be protected by registered trade marks or registered designs in New Zealand or other jurisdictions. You acknowledge and agree that we own the intellectual property associated with our designs, products, services, website, and communications, and you undertake not to use, reproduce, copy, or transmit any of our intellectual property without our prior written permission.

17.4 Where a deliberate and wilful infringement of our intellectual property rights is discovered, we may bring legal proceedings to obtain financial compensation and to restrain further infringement. Remedies available under New Zealand law may include damages (including compensatory and additional damages under the Copyright Act 1994), an account of profits, injunctive relief, and recovery of legal costs.

17.5 You may not reproduce any content on this website - including files downloadable from this website - without our prior written permission. You may not reproduce, communicate or disclose to any third party any content that EnviraBags has shared via email or other means, without our prior written permission. We may update these Terms from time to time. Please check before re-using any of our intellectual property, products, or content.

18. Rights to Publicity

18.1 EnviraBags shall benefit from the right to include representations and descriptions of the Buyer's goods among EnviraBags' promotional materials in print and digital form.

18.2 The Buyer grants permission to EnviraBags to photograph, edit, reprint, publish or distribute images and descriptions of the Buyer's goods (including the Buyer's brand mark, logo or artwork) and to use such material in print and digital form including via social media.

18.3 The Buyer agrees to provide a credit line to acknowledge EnviraBags when using representations and/or descriptions of goods produced by or owned by EnviraBags. The credit line shall read as follows:

• (a) Bag by EnviraBags (for all uses except online);
• (b) Bag by www.envirabags.com (for all uses online except Instagram);
• (c) Bag by @envirabags (for use on Instagram).

18.4 The Buyer will, upon request, credit EnviraBags in promotional materials created or managed by the Buyer.

19. Validity

19.1 Where any of these Conditions (or part of any Condition) is found to be unenforceable or invalid under New Zealand law, the remaining Conditions (or remaining part of any Condition) will continue in full force and effect.

19.2 Any and all previous terms and conditions shall be revoked and replaced by these Terms, except where previous terms and conditions were attached to a contract of sale for the supply of goods or services that is already in effect.

20. Third Party Rights

20.1 Notwithstanding any other Contract provision, nothing in the Contract confers or purports to confer any right to enforce any of its terms on any person who is not a party to it. The Contracts (Privity) Act 1982 does not apply to confer any benefit on any third party.

21. Entire Agreement

21.1 The written Contract sets out the entire agreement between EnviraBags and the Buyer. Nothing said by any person or representative of EnviraBags should be regarded as a variation of the Contract or as an authorised representation about the nature or quality of the Goods. Except in the case of fraud or fraudulent misrepresentation, EnviraBags shall have no liability for any such representation being untrue or misleading. No variation of or amendment to the Contract shall bind either party unless made in writing and signed by an authorised representative of both parties.

22. Variation

22.1 No provision of these Terms and Conditions, nor any right conferred by them, can be varied except in writing signed by EnviraBags.

23. Privacy

23.1 EnviraBags collects, holds, uses and discloses personal information about the Buyer and its representatives in accordance with the Privacy Act 2020 (NZ) and our Privacy Policy. Personal information is collected and used for the purposes of processing orders, fulfilling contracts, and managing the business relationship with the Buyer.

23.2 The Buyer has the right to request access to, and correction of, personal information held by EnviraBags about them, subject to the provisions of the Privacy Act 2020. Requests should be directed to our Privacy Officer at nz@envirabags.com.

24. Jurisdiction and Governing Law

24.1 A Contract, incorporating all trade and business activities conducted by EnviraBags together with these Terms and Conditions, shall be governed by and construed in accordance with the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the New Zealand courts. Nothing in this clause prevents EnviraBags from seeking urgent interlocutory relief in any jurisdiction.