Terms of Trade
1.1 Prices quoted are excluding GST unless otherwise stated. Unless otherwise agreed in writing, the price of the goods will be the current price on the day of delivery of the goods. Prices do not include any delivery surcharges.
1.2 New Zealand Office Supplies shall be entitled to adjust any price quoted from time to time and the Customer agrees to pay any such adjusted price to take account of variations in the cost to New Zealand Office Supplies of carrying out the whole or any part of the contract arising from any of the following:
(a) Delays in delivery or installation of the goods or any of them as a result of instructions or lack of instructions from the Customer, the Customer"s failure or inability to fulfil the obligations under the contract or any action or inaction by the Customer or other circumstances beyond New Zealand Office Supplies control.
2.1 Unless otherwise agreed, the purchase price shall be paid to New Zealand Office Supplies at its address by the 20th of the month following the month in which the invoice was dated. Payment will not be accepted by any means other than cash, cheque or direct credit.
2.2 If any account is in dispute, the undisputed portion of the account shall be payable in accordance with the normal terms of payment as provided in 2.1. Payment of the disputed portion may be withheld provided the matter is brought to New Zealand Office Supplies attention immediately it is discovered and a letter of explanation setting out the particulars of the dispute is sent to New Zealand Office Supplies within seven days of the dispute arising.
2.3 New Zealand Office Supplies reserves the right to suspend delivery of further goods if the terms of payment are not strictly adhered to by the Customer.
2.4 Interest may be charged on overdue accounts at such rate as may be charged by New Zealand Office Supplies from time to time.
2.5 Any expenses, costs or disbursements incurred by New Zealand Office Supplies in recovering any outstanding monies including debt collection agency fees or solicitor"s costs shall be paid by the Customer.
3. NEW ACCOUNT
3.1 Use of this account shall constitute acceptance of these terms and conditions.
3.2 The Customer shall not be liable for any indebtedness arising from the fraudulent use of the account provided that the Customer must on discovering the fraudulent use of the account immediately notify New Zealand Office Supplies of such fraudulent use. The burden of proving such use was fraudulent shall lie with the Customer.
4.1 New Zealand Office Supplies shall deliver the goods to the address stated on the order or as agreed by New Zealand Office Supplies in writing.
4.2 New Zealand Office Supplies shall deliver the goods by such carrier and such form of transport New Zealand Office Supplies consider to be appropriate.
4.3 Where you specify the carrier and the means of carriage, New Zealand Office Supplies shall deliver the goods in the way specified, the cost of such carriage being an additional charge to the invoiced price of the goods.
4.4 New Zealand Office Supplies will not be responsible for any part delivery or delay in delivery of the goods as a result of events occurring beyond New Zealand Office Supplies control. New Zealand Office Supplies shall not be in any way responsible for any consequences (direct or indirect) arising from such delay or non-delivery.
4.5 The Customer agrees to inform New Zealand Office Supplies within 30 days of the date of invoice if proof of delivery is required. After this period, no liability will lie with New Zealand Office Supplies for proof of delivery.
5. PRIVACY ACT
5.1 The Customer authorises New Zealand Office Supplies to collect, retain, and use personal information about the Customer (including the information collected in this document) for the following purposes only:
(a) assessing the Customer"s creditworthiness.
(b) disclosing to a third party details of this application and any subsequent dealings it may have with New Zealand Office Supplies for the purpose of recovering amounts payable by the Customer and providing credit references.
(c) Marketing goods and services provided by New Zealand Office Supplies to the Customer.
5.2 The Customer, if an individual, has a right of access to information about the Customer held by New Zealand Office Supplies. The Customer may request correction of that information and may require that the request be stored with that information. New Zealand Office Supplies may charge reasonable costs for providing access to that information.
6. INTELLECTUAL PROPERTY
6.1 Where New Zealand Office Supplies has followed a design or instruction furnished by or given by the Customer, the Customer shall indemnify New Zealand Office Supplies against all damages, penalties, costs and expenses of New Zealand Office Supplies or in respect of which New Zealand Office Supplies may become liable through any work required to be done in accordance with these instructions involving an infringement of a patent, trademark, registered design or common law right.
6.2 Should New Zealand Office Supplies be required to match any shade or colour, a light and dark tolerance shall be allowed to such an extent as shall be agreed by New Zealand Office Supplies and the Customer at the time the standard colour is specified and in the absence of any agreement a reasonable tolerance shall be allowed.
6.3 Where the Customer supplies a mould, die, tool, printing plate or any other item used in the manufacturing process the Customer shall reimburse New Zealand Office Supplies for all maintenance expenses. New Zealand Office Supplies shall not be liable for any loss or damage to moulds, dies, tools or materials supplied by the Customer to New Zealand Office Supplies for the purposes of fulfilling any contract.
6.4 Printing plates, stereos, film, artwork and all other equipment for specific use in the manufacture of the goods (other than those supplied by the Customer) remain the property of New Zealand Office Supplies unless the cost thereof (including all development and costs relating thereto) shall have been fully recovered by New Zealand Office Supplies from the Customer in the costing of the goods already paid for by the Customer.
6.5 All information prepared by New Zealand Office Supplies including, without limitation, customised pricing, proposals, electronic catalogues, details of improvements and cost reductions, is the intellectual property of New Zealand Office Supplies and cannot be copied, altered or distributed without New Zealand Office Supplies prior written consent. New Zealand Office Supplies will not be liable for any alterations made by you.
7.1 New Zealand Office Supplies will not accept the return of goods for credit or any other purpose unless New Zealand Office Supplies agrees to accept the return of the goods and advise the Customer a return advice number prior to the return of goods. Return of goods will only be accepted for credit within 14 days of delivery, unless due to New Zealand Office Supplies error. Return freight will be at New Zealand Office Supplies cost only when there has been an error on New Zealand Office Supplies part.
7.2 No returned goods shall be accepted by New Zealand Office Supplies (even if New Zealand Office Supplies agree to do so) if they have been tampered with by you or any other person and are not as new, if they are goods expressly sold on a non-return basis, or if they are not accompanied by the return advice number referred to in clause 7.1. Where goods are returned to New Zealand Office Supplies but not accepted as above, they shall be returned to you at your expense.
7.3 Receipt by New Zealand Office Supplies or by any of our agents or representatives of any goods returned other than in accordance with clauses 7.1 and 7.2 shall not constitute nor be deemed to constitute New Zealand Office Supplies acceptance of the return of the goods for credit or any other purpose.
8.1 Risk in the goods shall pass to you at the time when our obligations under the contract are deemed under clause 5 to be completed.
9. PERSONAL PROPERTY SECURITIES ACT
9.1 The Customer grants to New Zealand Office Supplies a Security Interest in the goods and their Proceeds to secure the obligation of the Customer to pay the purchase price of the goods and any other obligations of the Customer to New Zealand Office Supplies under this contract (together "the Indebtedness") and, where the goods and/or Proceeds are not readily identifiable and/or traceable or their recoverable value is insufficient to pay the indebtedness, the security interest shall also extend to all the Customers present and after acquired office equipment, supplies and stationery, of which the goods form part, to the extent required to secure the Indebtedness.
9.2 As and when required by New Zealand Office Supplies the Customer shall, at its own expense, provide all reasonable assistance and relevant information to enable New Zealand Office Supplies to register a Financing Statement or Financing Change Statement and generally to obtain, maintain, register and enforce New Zealand Office Supplies Security Interest in respect of the goods supplied, in accordance with the Personal Property Securities Act 1999 ("PPSA").
9.3 Notwithstanding any reference to a particular invoice/order, where any sum remains outstanding by the Customer on more than one invoice/order, any payments received from the Customer shall be deemed to be made by the Customer and applied by New Zealand Office Supplies in respect of each unpaid invoice/order on a pro rata basis PROVIDED THAT where New Zealand Office Supplies applies payments in this manner it shall not charge interest on overdue balances that would have been cleared if the payments were not allocated pro rata.
9.4 Until the Customer has paid all money owing to New Zealand Office Supplies the Customer shall at all times ensure that:
(a) the goods supplied by New Zealand Office Supplies, while in the Customer"s possession, can be readily identified and distinguished; and/or
(b) all Proceeds (in whatever form) that the Customer receives from the sale of any of the goods are readily Identifiable and Traceable.
9.5 Where the goods are purchased by the Customer as stock in trade for sale or lease in the ordinary course of the Customer"s business, nothing in this clause shall prevent the Customer from selling or leasing and delivering the goods in the ordinary course of the Customer"s business. Otherwise, until the Customer has paid all money owing to New Zealand Office Supplies, the Customer shall not sell or grant a Security Interest in the goods without New Zealand Office Supplies written consent.
9.6 The parties agree to contract-out of the PPSA in accordance with Section 107 of the PPSA to the extent that Section 107 applies for the benefit of, and does not impose a burden on, New Zealand Office Supplies. The Customer waives its right to receive a Verification Statement in respect of any Financing Statement or Financing Change Statement registered by or on behalf of New Zealand Office Supplies in respect of the Security Interest created by these terms and conditions of trade.
10.1 Where the goods are of a kind ordinarily acquired for personal, domestic or household use or consumption in accordance with the Consumer Guarantees Act 1993 and the Consumer Guarantees Act 1993 applies to this contract:
(a) if any of the goods fail to comply with any guarantee in the Consumer Guarantees Act, New Zealand Office Supplies will repair or replace those goods;
(b) without excluding New Zealand Office Supplies obligations under the Consumer Guarantees Act 1993, the Customer acknowledges that New Zealand Office Supplies does not provide any Express Guarantees (as defined in that Act) other than those expressly confirmed by New Zealand Office Supplies in writing;
(c) if the goods are acquired by the Customer for business purposes, the Customer agrees that the Consumer Guarantees Act 1993 does not apply;
(d) if the Customer supplies the goods in trade to a person acquiring them for business purposes, it must be a term of the Customer"s contract that the Consumer Guarantees Act 1993 does not apply in respect of the goods; and
(e) if the Customer supplies the goods to any person, the Customer must not give or make any undertaking assertion or representation in relation to the goods without New Zealand Office Supplies’ prior approval in writing, and the Customer must give the person buying the goods such product information relating to the goods as New Zealand Office Supplies requires, and the
Customer agrees to indemnify New Zealand Office Supplies against any liability or cost incurred by New Zealand Office Supplies under the Consumer Guarantees Act 1993 as a result of any breach by the Customer of these obligations.
10.2 The following terms apply wherever the Consumer Guarantees Act 1993 does not apply to this contract, or where the following terms are not inconsistent with the Consumer Guarantees Act 1993:
(a) Defective goods or goods which do not comply with the contract may at New Zealand Office Supplies discretion be repaired or replaced, or the price refunded.
(b) Any right which the Customer may have to reject non-conforming or defective goods will only be effective if:
(i) the Customer notifies New Zealand Office Supplies in writing within fourteen days following delivery and New Zealand Office Supplies is given the opportunity to inspect the goods; and
(ii) the goods are returned unused, re-saleable and/or in the condition the Customer received them.
(c) New Zealand Office Supplies will not repair or replace, or refund the price of any goods for so long as the Customer is in default in relation to any amount owing.
(d) New Zealand Office Supplies accepts no liability for any claim by the Customer or any other person, including without limitation any claim relating to or arising from:
11. CUSTOMER"S LIABILITY & DEFAULT
11.1 If the Customer shall:
(a) fail to make any payment due under the contract or commit any other breach of any of the Customer"s obligations under the contract; or
(b) suffer execution under any judgment; or
(c) commit an act of bankruptcy; or
(d) make any composition or arrangement with any creditor; or
(e) being a company, pass a resolution for winding up or have a receiver appointed over any of its property or have a winding up petition presented against it,
New Zealand Office Supplies (in addition to any other remedies hereby or by statute conferred) may treat the contract as terminated and any part of the purchase price then unpaid, together with any other monies owing hereunder, whether or not due under the terms of the contract shall forthwith become due and payable. Any such termination shall be without prejudice to any claim or right New Zealand Office Supplies may otherwise possess.
12. GOVERNING LAW
12.1 These terms of trade are governed by the laws of New Zealand.
12.2 New Zealand Office Supplies and the Customer shall submit to the non-exclusive jurisdiction of the courts of New Zealand in respect of any dispute or proceeding arising out of these terms and conditions of trade.