Definitions: In these terms“ Applicable Laws” means laws and regulations applicable to the supply of Goods and/or Services pursuant to these Terms; “Goods” means Goods and/or Services procured under these Terms; “GST” means GST as defined in NewZealandGoodsandServicesTaxAct1985 (“GST Act”) or any replacement or other relevant legislation or regulations; “Purchaser” means Spunlite Ltd /Windsor Urban; “Purchase Order” means a written order submitted by the Purchaser to the Supplier in any form requesting that the Supplier supply Goods or Services in accordance with these Terms; “Representatives” means any director, officer, employee, consultant, adviser, partner, agent, distributor or contractor of a party; “Supplier” means any company, person or other party from whom the Goods and/or Services are procured under these Terms, and “Terms” means these terms and conditions of purchase. “Intellectual Property Rights” means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, trademarks, trade secrets, know-how, confidential information, patents, invention and discoveries; “PPSA” means the NewZealandPersonalPropertySecuritiesAct1999. The Purchaser is not bound by the Supplier’s terms of sale or any other conditions the Supplier seeks to impose on, or that purport to apply to, the supply of the goods by the Supplier to the Purchaser. The Supplier agrees that by supplying the goods to the Purchaser, the Supplier accepts these Conditions, the Supply Agreement and any Purchase Order for the order of goods as being the only conditions applicable to a particular supply of goods. The parties must not amend these Conditions unless recorded in writing and signed by the Purchaser’s General Manager.
Contract: These Terms are applicable to all Purchase Orders the Purchaser issues to the supplier, unless a deviation is agreed in writing by both parties. All goods and or services required by the Purchaser will be ordered by way of an official purchase order issued by the Purchaser (“Purchase Order”). Verbal and/or hand-written Purchase Orders or variations are not to be accepted by the Supplier and do not constitute an official order under any circumstances. The Supplier will not vary a Purchase Order without first obtaining a modified Purchase Order from the Purchaser. If a modified Purchase Order is not obtained, the Purchaser will not be liable for any amounts in excess of the original Purchase Order cost. The Purchase Order will be deemed to be accepted by the Supplier on the earlier of: (a) the Supplier issuing an order acknowledgement for the Purchase Order; or (b) the Supplier doing any act consistent with fulfilling the Purchase Order. Once accepted, the Purchase Order will constitute a new contract between the parties incorporating these Terms. The Purchase Order supersedes all previous communications and negotiations between the parties relating to the subject matter of the Purchase Order. Quotation: quotation or price list, given by the Supplier to the Purchaser shall constitute an offer to sell the goods described in that document. Any Purchase Order placed by the Purchaser in response to a quotation shall constitute acceptance of the offer on the terms of these Conditions, the Supply Agreement and the particular Purchase Order. Terms and conditions deviating from or inconsistent with these Conditions, the Supply Agreement and any relevant Purchase Order for the supply of goods are expressly rejected by, and will not bind, the Purchaser. The Purchaser is under no obligation to issue a Purchase Orders to the Supplier for the supply of any goods quoted.
Pricing: Price and Payment Terms: The price for the Goods and/or Services will be the price specified on the Purchase Order. Unless otherwise agreed in writing, the price will be in New Zealand dollars and includes: (a) all delivery and packaging costs; and (b) GST and any other applicable taxes. No other fees or charges will be payable unless agreed in writing by the Purchaser prior to such expenses being incurred. The price of the Goods and/or Services may only be varied by agreement in writing between the Supplier and Purchaser. Price Changes: Any cost price changes must be notified to Spunlite Ltd no less than forty-five (45) days prior to the effective date of such cost price changes and the supplier must honour the price quoted for all Purchase Orders not yet fulfilled. The Purchaser reserves the right to negotiate any proposed price revision and to seek justification from the Supplier substantiating any cost price increases. If the Supplier fails to provide such notifications and price lists in the required timeframe, the Purchaser reserves the right to reject or defer the cost price revisions until the 15thday of the following month. Special Orders: Where goods ordered are the subject of special negotiated prices instead of the agreed purchaser prices, the Supplier will provide a separate quotation. The prices agreed to in by the Supplier’s written Sales Quote and a Purchase Order will apply regardless of any other purchase price previously agreed between the Supplier and the Purchaser.
Deliveries: Deliveries may be made between the hours of 9.00am to 5.00pm Monday to Friday. Any exceptions will be by prior arrangement only. The cost of delivery of the Goods is included in the price of the Goods, unless otherwise stated on the Purchase Order. Goods delivered in error or in excess of the quantity stated on the Purchase Order may be returned to the Supplier at the Supplier’s risk and expense. Delivery of goods/service must be made in accordance with the Purchase Order that is (a) on the date specified, (b) to the location specified. All deliveries must be clearly labelled with the full address of the receiving location as shown on the relevant Purchase Order. A Delivery Docket must accompany delivery of the goods so ordered. The Supplier must package all goods in compliance with any applicable laws and in a safe and secure manner to ensure reasonable protection against theft or damage during transit and delivery. The Supplier must notify the Purchaser immediately if it cannot ful fill the order requirements as specified on the Purchase Order.The Supplier will not make substitutions or place the goods on backorder unless agreed to by the Purchaser in writing. In the event that late delivery will affect the manufacturing timeline, the Purchaser may cancel the order or reject the delivery without any liability what so ever. Where, at the Purchaser’s direction, goods are collected from the Supplier’s warehouse or delivered to an address other than a site occupied by the Purchaser, the Supplier must forward a copy of the Delivery Docket to the Spunlite Ltd office from which the Purchase Order was issued within twenty-four (24)hours after the time the goods are collected or delivered. Any costs resulting from the Supplier delivering the wrong type or amount of goods, delivering to the wrong address or failing to deliver within the agreed timeframe shall be borne by the Supplier. The Supplier’s Delivery Docket must specify the Purchaser’s Purchase Order number; and should detail the quantities of each item ordered, supplied and back ordered; the Purchaser will not be liable to pay for goods unless Delivery Dockets have a valid Purchase Order number and legible and identifiable signature of an authorised representative of the Purchaser.
Receiving Goods: Any non-complying Goods may be returned by the Purchaser to the Supplier at the supplier’s expense. The Purchaser’s acceptance of delivery or payment for the Goods and/or Services prior to the Purchaser’s inspection will not be construed as an acceptance of the non-compliant Goods and or services. The Purchaser reserves the right to make claims upon the Supplier for any goods which are at the time of delivery, damaged, defective, short delivered and/or incomplete. The Supplier also accepts that claims may be made by the Purchaser for defects at any time within a reasonable period of the Purchaser becoming aware of such defects.
Freight: In the instances where the Purchaser requires goods to be delivered by the Supplier directly to the Purchaser’s customer or customer’s job site (direct delivery) and it has been expressly agreed that freight is payable by the Purchaser, the negotiated freight amount must be confirmed on the Purchase Order issued by the Purchaser to the Supplier. If the agreed freight charge has been omitted from the Purchase Order the Supplier agrees to contact the Purchaser’s originating Branch and request an amended Purchase Order incorporating the freight charge. If the direct delivery is completed and there is no freight charge listed on the Purchaser’s Purchase Order, the Supplier is deemed to have accepted all freight charges. Where freight is to be charged, the Supplier also agrees to show the freight charge as a separate line item on the Tax Invoice issued to the Purchaser.
Goods & Services Invoices: The Supplier must submit a GST complying tax invoice to the Purchaser for each individual Delivery Docket. Invoices must be emailed to accounts@spunlite.co.nz or mailed to Spunlite Ltd, 611 Halswell Junction Road, Hornby, and Christchurch, New Zealand. Invoices must not be issued prior to delivery of the Goods and/or Services. Invoices must show: (a) the destination to which the Goods and/or Services were delivered; (b) the Purchaser’s Purchase Order number; and (c) in the case of Goods, the Supplier’s packing slip number. If at any time the Purchaser disputes the amount of an invoice (“Disputed Amount”) the Purchaser does not have to pay the Disputed Amount until the dispute is resolved but the Purchaser must pay any undisputed amounts. The parties shall enter good faith negotiations to resolve any Disputed Amount. The Supplier may not, wholly or partially, suspend, cancel or withdraw the provision of the Goods and/or Services or terminate these Terms or a Purchase Order if an invoice is disputed. The Purchaser may deduct any money the Supplier owes to the Purchaser on any account whatsoever from any money which the Purchaser may be liable to pay the Supplier. If an invoice does not specify a Purchase Order number, it is the Supplier’s responsibility to ensure that Purchase Order numbers are obtained prior to delivery. The supplier will not be liable for products or quantities invoiced for which an updated Purchase Order has not been obtained.
Tax (GST): If the Supplier is registered for GST it must raise and provide to the Purchaser complying Tax Invoices to ensure that the Purchaser can claim any input tax credit in relation to any GST payable in respect of any supply.
Remedies: Where there is a discrepancy between goods received and those described on the supplier’s Delivery Docket, or if goods are rejected by the Purchaser upon delivery for any reason, the Purchaser will advise the Supplier as soon as reasonably practicable after receipt of the goods. The Supplier will, at its cost, collect rejected goods or other goods returned from the Purchaser within seven (7) days of notice of the goods return being given by the Purchaser. If the Supplier fails to collect the rejected goods within the agreed period, the Purchaser will return the goods to the Supplier and any costs and expenses incurred by the Purchaser in doing so will be a debt due and payable by the Supplier to the Purchaser. Where a delivery error is caused by the Supplier, the Supplier agrees to immediately issue the Purchaser and, if required by the Purchaser, immediately replace and/or arrange for the return of the good at the Supplier’s cost. Once the stock has been returned, the Supplier must issue the relevant Credit Note within five (5) working days. The Supplier is to provide formal notification to the accounts department of any claims that are rejected and advise the Purchaser’s Purchase Order number to which the rejection relates; and the reason for the rejection. The Supplier undertakes and acknowledges that it is the Supplier’s responsibility to resolve and finalise all claims or disputes within one (1) months from date of claim. The Purchaser will provide all reasonable assistance to the Supplier in resolving claims made by the Supplier against the Purchaser. The Supplier acknowledges and agrees that any claim or dispute not resolved within the agreed one (1) month shall be deemed to be accepted by the Supplier and the Supplier will immediately issue to the Purchaser an Adjustment Note for the full value of the outstanding claim or dispute and credit any moneys owing to the Purchaser to the Purchaser’s account.
Payment Terms: Payment terms will be on the 30th of the month following receipt of invoice for goods delivered. Payment will be made by Electronic Funds Transfer (“EFT”), if the Supplier does not accept payment by EFT, then payment will be made by the Purchaser posting a cheque to the Supplier on the last working day of the month in which the account is due for payment. The Purchaser will not be held responsible for any postal delays and it shall be deemed that payment in these circumstances has been made within agreed terms and the Supplier will not impose any penalties whatsoever. All payment queries should be directed to our Accounts Department.
Warranties And Insurance: Without limiting any warranties or guarantees implied or imposed by law or by statute, the Supplier warrants that all goods supplied are free from all charges and encumbrances and all other diverse interests (other encumbrances which will be released at or before the time title in the Goods passes to the Purchaser); the goods will remain free from any security interest as that term is defined in the PPSA). The goods will be of merchantable quality and fit for any purpose which is made known to the supplier, are free from defects in materials and workmanship, correspond with their description and any samples provided to the Purchaser, are fit for the stated purpose, are safe and not a risk to health, and comply with all applicable New Zealand Standards and laws, regulations, industry requirements. The Supplier holds and will comply with all necessary licences, permits and other approvals required for the manufacture, packing, supply and storage of the Goods and the provision of the Services. The Supplier and its representatives are qualified to provide the Services. The Services will be performed using an acceptable level of due care and skill and the Supplier will perform all of its obligations under these Terms and a Purchase Order in compliance with all Applicable Laws.
Indemnity: The Supplier hereby indemnifies the Purchaser and must keep the Purchaser’s representatives indemnified against all costs, damages, charges and expenses suffered or incurred and injury to property or persons (including but not limited to legal expenses, loss of profits, business or other direct, indirect, special consequential or incidental damages) resulting from, arising out of or in connection with a breach by the Supplier of any of these Conditions, the negligence of the Supplier or any Applicable Law, any defect in goods and/or services, any death or personal injury, or any loss or damage to the Purchaser’s or third party’s real or personal property, caused the suppliers act or omission: or any infringement of the purchaser’s or any claim that the Goods and/or services infringe on a third party’s Intellectual Property Rights.
Warranty Claim: In the event that a warranty claim requires the Purchaser or a customer of the Purchaser to repair, replace or reinstall product, the Supplier agrees that all costs relating to or arising out of the required work or replacement will be at the Supplier’s expense. In the event of a warranty claim by the Purchaser or a customer of the Purchaser, the Supplier agrees, where possible, to inspect the site of the installation within twenty-four (24) hours of the Supplier being notified of the warranty claim. The Supplier also agrees to respond with a written report to the customer and the Purchaser within five (5) working days of the warranty claim notifying the Purchaser and the customer of the Supplier’s decision in relation to the warranty claim. The Purchaser may, at its option or if requested by the Supplier, inspect the site of the installation of the goods that are the subject of a warranty claim. The Supplier agrees to reimburse the Purchaser for the Purchaser’s costs for conducting such inspection.
Limitation of Liability: To the extent permitted by law, in no event will the Purchaser be liable to the Supplier for any loss or damage including loss of profits or other economic loss, indirect, special, consequential, general or other similar damages arising out of breach of these Terms and Conditions.
Insurance: The Supplier warrants that it holds and will maintain public and products liability insurance in relation to all supplies to the Purchaser with a reputable insurer for an amount not less than $2,000,000 in respect of any one claim. The Supplier agrees to provide copies of current certificates of currency for the public and products liability insurance referred to when requested by the Purchaser, detailing the policy number and the amount of insurance cover.
Quality: The Supplier is to have in place a robust quality management system ensuring traceability of all products supplied to the Purchaser.
Dispute resolution procedure: In the event of any disputes arising out of or in relation to this Agreement, the parties must first use their respective best endeavours to consult and negotiate with each other and attempt to reach a settlement of the dispute satisfactory to both parties. If after a period of 10 Business Days (or such longer period as the parties agree in writing) from the date of such a meeting held by the parties they have not resolved the dispute either party may commence proceedings in respect of the dispute. If the Appointed Persons agree upon a resolution or disposition of the matter, they will sign a statement setting out the terms of the resolution or disposition and the parties shall ensure that the resolution or disposition is fully and promptly carried out.
Governing Law: These Terms are to be governed by and construed in accordance with the by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of New Zealand. The parties irrevocably agree that the courts of New Zealand shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement. Should one of the contractual partners discontinue payment or should his assets be subjected to insolvency proceedings or composition proceedings be instituted in or out of court, the other party shall be entitled to withdraw from that part of the contract that has not been fulfilled. Should any provision of these Terms and of the other concluded agreements be or become invalid, this shall not affect the validity of all other provisions of these Terms. The contracting parties undertake to replace such invalid provision with a valid provision that as closely as possible reflects the economic purpose of the invalid provision.
Title and Risk: Any risk associated with the Goods remains with the Supplier until delivery of the Goods to the Purchaser in accordance with these Terms. Title in the Goods passes to the Purchaser upon delivery of the Goods to the Purchaser. The Goods must be free of encumbrances and all other adverse interests (including any Security interest, as that term is defined by the PPSA).
Survival: Any obligations in these Terms which are of a continuing nature or which are not fully satisfied and discharged on fulfilment or termination of a Purchase Order, will continue to apply.
Anti-bribery: The Supplier shall comply with all applicable laws rules and regulations relating to the anti-bribery laws. The Supplier agrees that it will not corruptly make any offer, payment, promise of gifts or money or any other thing of value to employees of the company for the purpose of influencing any act or decision made by the company or to secure an improper advantage.
Confidentiality: Each party acknowledges that it may receive confidential information from the other party. The parties must treat all confidential information as confidential and must not use, exploit or disclose the confidential information to any person(except the parties’ Representatives and then only to such extent as may be required to enable the parties to comply with the provisions of these Terms) without the prior written consent of the other party. The parties will use the confidential information only for the purpose for which it has been provided.
Termination: The Purchaser may terminate this Agreement by 30 days’ notice in writing, without any liability to the Supplier, or may terminate this Agreement immediately by notice in writing to the Supplier in the event that:(a) any event occurs which, in the reasonable opinion of Purchaser, would have a significant adverse effect on the Supplier’s ability to comply with this Agreement (including, without limitation, the disposal by the Supplier of all or a material part of its business); (b) the Supplier cease or threatening to cease conducting its business in the normal manner.(c) if the other party commits a material breach of its obligations under this Agreement and, in the case of a breach which is capable of remedy, fails to remedy it after being given 14 days written notice specifying the breach and requiring it to be remedied; (d) if the other party becomes the subject of an Insolvency Event. “Insolvency Event” means in relation to (a) a party that becomes unable to pay its debts as they fall due; or (b) a statutory demand is served, or a liquidator, receiver or manager (or any similar person) is appointed or any insolvency procedure under the Companies Act 1993 is instituted or occurs; or (d) any analogous demand, appointment or procedure is instituted or occurs in relation to a party elsewhere than in New Zealand. Upon termination or expiry of this Agreement: each party shall immediately return all Confidential Information belonging to the other, or if instructed shall arrange for its immediate destruction; the Supplier shall not do or omit to do any act or thing which may imply a continued connection between it and the Purchaser; and if the Supplier has provided the Services in accordance with this Agreement, on receipt of a statement of account by the Supplier to the Purchasers shall promptly pay the Supplier for Goods or Services properly provided by the Supplier up to the date of termination. If notice of termination is given to the Supplier by the Purchaser, the Purchaser may cancel any outstanding orders placed prior to the date of termination. Termination or expiry of this Agreement shall not affect the rights or liabilities of either party accrued prior to and including the date of termination or expiry and/or any terms intended expressly or by implication to survive termination or expiry.
