01 | TERMS OF TRADE
Supplier Referral Terms of Trade
Raw Mood issues these terms to each supplier once. They apply to every referral until ended. A one-off deal can use the emails in document 02 instead.
Between PH Capital Advisory Limited trading as Raw Mood Studio (“Raw Mood”) and the supplier named below (“Supplier”). Raw Mood is bound by issuing these terms and does not sign each time. They take effect on the date Supplier signs or replies “Agreed”. Supplier completes the blank lines.
Raw Mood Studio
PH Capital Advisory Limited
Trading as Raw Mood Studio
NZBN 9429053460158
9 Prince Avenue, Mount Maunganui
Commission rate: 10% | Issued by: Dayna Howell
SUPPLIER DETAILS (PLEASE COMPLETE)
Supplier legal name:
Address:
Accounts email:
1 REFERRALS
1.1 Raw Mood may introduce customers to Supplier by email. Until the customer has agreed to share contact details, the email identifies the project by reference only. An introduction is made when Raw Mood sends that email.
1.2 Supplier accepts an introduction by quoting the customer. Supplier may decline within 2 business days, and must say in that time if it already has a live quote or order for the same customer and project. No commission is payable on that customer. If Supplier and another referrer both claim an introduction, the earlier written introduction prevails.
2 DIRECT SALE
2.1 Supplier alone quotes, contracts with, invoices and collects payment from the customer. Supplier’s quote and invoice are in the customer’s name. Raw Mood may be named as referrer only.
2.2 Raw Mood is not the purchaser, reseller, co-contractor, credit provider, agent or guarantor. It does not order goods, pay deposits, sign Supplier’s documents or accept Supplier’s customer terms. Supplier’s own terms of trade bind only Supplier and the customer.
3 PRICE
3.1 Supplier sets the customer’s price and may offer any discount. Supplier must not increase the customer’s price because of the commission. The commission is not a customer discount and a customer discount is not a commission.
4 COMMISSION
4.1 Supplier pays Raw Mood the commission rate stated above (10% unless agreed otherwise by email for a project), applied to the price the customer pays Supplier for the referred goods and services, excluding GST, after discounts, credits and refunds (the “commission base”). Freight and third-party disbursements are excluded where itemised separately on the customer’s invoice.
4.2 Commission is earned when the customer has paid Supplier in full and is calculated only on amounts Supplier has actually received and kept. A different rate or base may be agreed by email for a single project.
4.3 Commission is payable on the customer’s later orders and variations that arise from the introduction, within the period in clause 8.1.
5 CONFIRMATION, INVOICE AND PAYMENT
5.1 Within 5 business days after the customer pays in full, Supplier emails Raw Mood the project reference, confirmation of full payment and the commission base. On request Supplier will also send a copy of the final invoice, with customer details redacted, and reasonable records to verify the commission base. If Supplier does not confirm, Raw Mood may invoice on its reasonable estimate and the parties will reconcile.
5.2 Should the order be cancelled Raw Mood will be notified within 5 days.
6 RESPONSIBILITY
6.1 Supplier is responsible to the customer for measuring, specification, manufacture, delivery, installation, warranties, defects, refunds and after-sales support, including under the Consumer Guarantees Act 1993 and the Fair Trading Act 1986. Supplier will not make claims about Raw Mood that Raw Mood has not approved.
6.2 Raw Mood is responsible only for its own design and advisory work. It accepts no liability for customer non-payment or for Supplier’s goods, work or terms of trade. Neither party is liable to the other for indirect or consequential loss.
6.3 Supplier confirms it is authorised to enter these terms, trades lawfully, will comply with all laws that apply to its sales, and will not use Raw Mood’s name, logo or images without written approval.
7 DISCLOSURE, PRIVACY AND CONFIDENTIALITY
7.1 Raw Mood will tell the customer about the commission, including the rate, and obtain the customer’s consent before introducing Supplier. Supplier agrees Raw Mood may tell the customer the rate. Neither party will conceal the commission from the customer.
7.2 Each party will share only the personal information reasonably needed for the referral, with the customer’s consent, use it only for that purpose, keep it secure, and handle it under the Privacy Act 2020. Supplier’s confirmation to Raw Mood is limited to purchase status, project reference and the commission base.
7.3 Each party keeps the other’s non-public pricing, commission terms and business information confidential, except as the law or these terms require, and on ending returns or deletes it on request.
8 PERIOD, ENDING AND ADJUSTMENTS
8.1 An introduction is commissionable if the customer contracts with Supplier within 6 months after the introduction, and for later orders and variations arising from it. Ending these terms does not affect that, or commission already accrued.
8.2 If a paid sale is later refunded or credited, the parties adjust only the affected commission by credit or repayment.
8.3 These terms continue until either party ends future referrals by email notice.
9 GENERAL
9.1 Neither party is exclusive. No partnership, employment or agency is created. Supplier is an independent business.
9.2 These terms are the whole agreement on referrals and replace earlier discussions. Variations must be agreed by email. Notices are valid when sent by email to the addresses above. Neither party may assign its rights without the other’s written consent. A right is not waived by delay. If a clause is invalid, the rest continues. These terms may be signed in counterparts and electronically.
9.3 New Zealand law governs these terms and the New Zealand courts have non-exclusive jurisdiction. The parties will first try to resolve any dispute in good faith by direct discussion, and then by mediation, before court proceedings.
ACCEPTANCE
Supplier signs below, or replies “Agreed” to the email carrying these terms, giving the name and position of the person replying. The date of signing or reply is the effective date.
SUPPLIER SIGNATURE
Name
Position
Signature
Date