ROLLSPACK NEW ZEALAND LTD STANDARD TERMS AND CONDITIONS OF TRADE
1. Definitions:
‘Rollspack’ shall mean Rollspack New Zealand Ltd, its successors and assigns.
‘Person’ includes a corporation, association, firm, company, partnership or individual.
‘Purchaser’ means the person purchasing the goods from Rollspack, including the person’s successors and assigns.
‘Goods’ means goods ordered by the Purchaser from time to time under this contract and includes any services forming part of the supply of the goods.
‘Event of default’ means an event where:
- the Purchaser has an execution levied against it, becomes insolvent or commits an act of bankruptcy; or
- the Purchaser fails to comply with this contract or any other contract with Rollspack including failure to make payment in full by the due date; or
- the Purchaser enters into any arrangement with its creditors; or
- if the Purchaser is a company: the Purchaser does anything which would make it liable to be put into liquidation; a resolution is passed or an application is made for the liquidation of the Purchaser; or a receiver or official manager is appointed over all or any of the Purchaser’s property or undertaking.
‘Ownership’ includes legal and beneficial ownership.
‘Price’ means the purchase price of the goods and any costs payable by the Purchaser under this contract relating to transportation, storage and insurance.
2. Acceptance: Any instructions received by Rollspack from the Purchaser for the supply of goods shall constitute acceptance of these terms and conditions. Rollspack and the Purchaser agree that this contract prevails to the exclusion of any conditions of purchase which the Purchaser may have and shall apply unless specifically varied by Rollspack in writing.
3. Quotations and Orders: A quotation does not give rise to a binding contract until an order has been placed in writing and confirmed by Rollspack. A quotation may be withdrawn at any time before acceptance, and will lapse if it is not accepted within 30 days. ‘Free Into Store’ prices are quoted on the understanding that Rollspack will arrange for delivery to be carried out.
4. Variation: Once an order has been accepted by Rollspack no amendment, variation or cancellation may be made without the written consent of Rollspack. The Purchaser shall be liable for any costs incurred by Rollspack to meet the costs of any amendment, variation or cancellation.
5. Origination Costs: Unless otherwise specified in writing the Purchaser will reimburse Rollspack for any origination costs, printing plates, stereos or artwork produced by Rollspack to manufacture goods for the Purchaser. Printing plates, stereos, artwork, tools and all other equipment for specific use in the manufacture of the goods (other than those items supplied by the Purchaser) shall remain the property of Rollspack until all outstanding charges have been paid by the Purchaser.
6. Price: The price shall be increased by the amount of GST and any other taxes and duties which may be payable in respect of the goods from time to time except to the extent that such taxes are expressly included in any quotation given by Rollspack.
An extra charge may be made by Rollspack to the Purchaser at its option where additional work results from lack of precision in the Purchaser’s specifications, or where additional work results when printing plates or materials supplied by the Purchaser are not supplied in accordance with the specifications, standards, tolerances or quantities stipulated by Rollspack.
7. Manufacturing Limitations: Due to manufacturing limitations the contract shall be deemed to be properly fulfilled if each item ordered varies as follows:
Sizing: plus or minus 3 percent
Thickness: plus or minus 5 percent
Colour: plus or minus one standard PMS colour
Quantity : plus or minus 20 percent for orders up to 10,000 units
: plus or minus 10 percent for orders over 10,000 units
8. Payment: Rollspack will supply the Purchaser with an invoice at the time of despatch of goods. Unless otherwise agreed, payment for all goods shall be made in full on or before the 20th of the month following the date of invoice (‘the due date’). The Purchaser shall not withhold payment nor make any deductions from the contract price. Rollspack reserves the right, in the event of payment in full not being received within 10 days of the due date, to charge interest at the rate of 2% per month on the total amount outstanding, calculated on a daily basis from the due date up to the actual date of payment. The charging of interest does not imply the granting of an extension of credit.
If Rollspack considers the credit of the Purchaser to be unsatisfactory, Rollspack may require security for payment, prepayment or an alternative method of payment, and may suspend performance of its obligations under this Contract until such time as this is provided. All costs and expenses incurred by Rollspack as a result of such suspension and any recommencement shall be payable by the Purchaser upon demand. Rollspack reserves the right to impose a credit limit at any time.
The Purchaser shall be liable to pay all collection charges, expenses and legal costs incurred by Rollspack in relation to, and to obtain remedy of, any failure to pay.
9. Warehousing & Delivery: If no time for delivery is specified, delivery shall take place at the time when the goods are made available for despatch. The time agreed for delivery shall not be an essential term of this contract unless the Purchaser gives written notice to Rollspack making time of the essence. If the goods ordered are ready for delivery and the Purchaser does not wish to take delivery then Rollspack may invoice the goods where upon the Purchaser shall be liable to pay for such goods.
Goods stored by Rollspack for a period of more than one month after the date of invoice shall be subject to a storage charge of such rate that Rollspack shall from time to time fix.
At the option of Rollspack, goods may be delivered in instalments and each delivery so made shall be invoiced for payment on Rollspack’s usual terms. Delivery of an order by instalments shall in each case be an approved variation of contract and shall not give to the Purchaser any right to cancel the balance of the sale.
Rollspack shall not be liable in any way for any injury or damage whatsoever to the Purchaser for any failure to deliver goods where such failure arises from or as a result of circumstances outside the control of Rollspack and in that event the Purchaser shall not be entitled to cancel any order or to refuse to accept delivery of the goods.
10. Shortage and Proof of Delivery
If the goods have been delivered to the Purchaser, claims for any shortfall in delivery must be notified to Rollspack within 14 days of delivery. Rollspack requires that the Purchaser supply delivery documents which record the actual quantity of goods the Purchaser claims to have been delivered, signed as correct by the Purchaser or a person acting on the Purchaser’s behalf, and signed by Rollspack or Rollspack’s carrier.
11. Risk and Retention Of Title: Risk of any loss, damage or deterioration of goods shall pass to the Purchaser upon delivery. Ownership and title of the goods supplied remains with Rollspack until payment in full for all the goods supplied has been received by Rollspack regardless of whether or not the goods have been mixed with other goods or become constituents of other goods.
Until Rollspack has been paid in full for all goods supplied the relationship of the Purchaser to Rollspack shall be fiduciary in respect of the goods supplied which shall include but is not limited to the Purchaser storing or identifying the goods in such a way that they could be recognised as belonging to Rollspack if required. If the Purchaser resells the goods before ownership passes to the Purchaser, the proceeds of such sale shall be held by the Purchaser on trust for Rollspack. Rollspack’s interest as beneficiary under the trust shall be that portion of the proceeds which does not exceed the Purchasers total indebtedness to Rollspack.
12. Parts and Materials: Where the Purchaser provides any parts, materials or printing plates to be used by Rollspack in the manufacture of goods ordered by the Purchaser, the Purchaser warrants and undertakes that these parts or materials shall be:
a) in accordance with specifications
b) to any standards or tolerances stipulated by Rollspack
c) provided in sufficient quantities to enable Rollspack to meet the order allowing for reasonable wastage
d) supplied at the Purchasers risk at all times
13. Default: In the event of default, or if any event or happening occurs which Rollspack may reasonably believe affects the ability of the Purchaser to comply with this contract, then Rollspack may by written notice either suspend or terminate the contract without prejudice to any other right or remedy it has at law; and, whether or not Rollspack has given such notice:
a) payment for all goods whether delivered or not and any other monies payable by the Purchaser shall immediately become due; and
b) Rollspack shall be entitled to recover possession of the goods and for that purpose shall be entitled without further notice to enter any land, premises or property where it believes the goods may be without prejudice to any other rights Rollspack may have, and to remove and retake possession of any goods belonging to Rollspack and may resell the same and apply the proceeds towards payment of the price without being liable in any way to the Purchaser for any damage, injury or loss whatsoever resulting from the recovery and/or resale of goods. The Purchaser shall indemnify Rollspack against any claim including all costs and expenses associated therewith, for any damage, injury or loss whatsoever suffered by any other person resulting from the recovery and/or resale of goods.
14. Guarantees: The Purchaser acknowledges that the goods are acquired for business purposes only.
The Purchaser acknowledges that Rollspack does not provide any guarantees other than those expressly confirmed by Rollspack in writing.
Where the Purchaser supplies the goods to any other person in the course of trade, the Purchaser must not give or make any undertaking, assertion or representation in relation to the goods without Rollspack’s prior approval in writing.
The Purchaser agrees to indemnify Rollspack against any liability or cost incurred by Rollspack as a result of any breach by the Purchaser of its obligations contained in this contract. The Purchaser shall, in relation to any supply of any of the goods by the Purchaser, contract out of the provisions of the Consumer Guarantees Act 1993 to the extent that the Purchaser is entitled to do so under the Act and shall indemnify Rollspack against any liability or cost incurred by Rollspack under the Consumer Guarantees Act 1993 as a result of any breach by the Purchaser of this provision.
15. Warranty And Limitation of Liability: Rollspack warrants that the goods shall be capable of performing all that Rollspack specifies in writing that such goods are capable of performing under the conditions disclosed to the Purchaser and Rollspack further warrants that the goods are free from defect in material and workmanship.
Notice of any claimed defect in the goods or any failure to perform all that Rollspack has specified in writing that such goods are capable of performing shall be given to Rollspack in writing within 30 days from the delivery date of the goods.
Rollspack shall not be liable for any loss, damage or injury whatsoever resulting directly or indirectly from any claimed defect or non-compliance with the written specifications of the goods which is not notified to Rollspack in writing within 30 days of the delivery date of the goods.
Where any goods are proven to Rollspack’s satisfaction to be defective by reason of faulty materials or workmanship or failure to perform all that Rollspack has specified in writing that such goods are capable of performing the goods may be repaired or replaced at Rollspack’s option.
In any event the liability of Rollspack (whether in contract, tort or otherwise) for any loss, damage or injury whatsoever shall be limited to the price of the goods in respect of which the loss or damage is claimed; and Rollspack shall not be liable for any consequential, indirect or special damage or loss of any kind whatsoever.
16. Intellectual Property Rights: The sale of goods by Rollspack to the Purchaser does not confer any right or licence to the Purchaser to use or exploit in any way any intellectual property rights of which Rollspack is the proprietor or is other wise entitled to either directly or indirectly.
17. Infringement Of Design Or Patent: The Purchaser shall indemnify Rollspack against all claims, proceedings, costs and expenses resulting from the infringement of any registered design or pending or registered patent by any product, design or method of manufacture supplied by the Purchaser to Rollspack.
Rollspack may suspend performance of its obligations under the contract if it becomes aware that a claim is likely to be made against it for infringing any patent or other proprietary right.
18. Confidentiality: The Purchaser agrees that Rollspack may obtain information about the Purchaser from any other person (including any credit or debt collection agencies) in the course of its business and the Purchaser consents to any person providing Rollspack with such information.
The Purchaser agrees that Rollspack may give any information it has about the Purchaser relating to the Purchaser's credit worthiness to any other person, including any credit or debt collection agency, for credit assessment and debt collection purposes.
19. Costs: Except as is expressly provided for herein, the Purchaser shall be responsible for all costs, including, but not limited to legal costs, incurred by Rollspack in the enforcement of any of its rights and remedies pursuant to this contract.
20. Waiver: If Rollspack exercises or fails to exercise any right or remedy available to it this shall not prejudice its rights in exercising that or any other right or remedy. Rollspack does not waive any term of this contract except where specified in writing and signed by an authorised officer in respect of a particular transaction, dealing or matter.
21. Personal Property Securities Act 1999 (PPSA): Upon assenting to these terms and conditions in writing the Purchaser acknowledges and agrees that:
a) these terms and conditions constitute a Security Agreement for the purposes for s.36 of the PPSA; and
b) a security interest is taken in all Goods previously supplied to the Purchaser by Rollspack and in any and all Goods that will be supplied in the future by Rollspack to the Purchaser
The Security Agreement is a continuing security and will operate irrespective of any intervening payment or settlement of account until Rollspack has signed a release. The security interest granted in the Collateral has the same priority in relation to all and any Goods supplied to the Purchaser by Rollspack at any time.
The Purchaser shall inform its creditors of the terms upon which it buys goods from Rollspack including that Rollspack may create and register a Purchase Money Security Interest over the Goods under the PPSA and that the Purchaser waives the right to receive a verification statement for the purposes of s.148 of the Act. The Purchaser shall inform any Trustee in Bankruptcy or Liquidator of the Purchaser or any Receiver of the Purchasers business or assets of the rights of Rollspack and title to the proceeds of sale.
22. Force Majeure: Notwithstanding any other provision of this agreement, non-performance by either of the parties of any of its obligations (other than to pay money) under this agreement shall be excused, without liability for non-performance, during the time and to the extent that such performance is prevented, wholly or substantially, by Force Majeure being any cause beyond the reasonable control of the party claiming the benefit of this clause and which that party is unable to overcome by exercise of reasonable diligence and at a reasonable cost but not including any event that the party affected could have prevented or overcome by exercising a standard of reasonable care or a lack of funds for any reason.
The party claiming the benefit of this clause shall promptly give written notice to the other party specifying the cause and extent of its inability to perform any of its obligations under this agreement and the likely duration of such non-performance.
23. Applicable Law: This contract shall be governed by the laws of New Zealand. Any dispute arising pursuant to this contract or in relation to the subject matter of this contract shall be determined by a New Zealand Court. Any proceedings may be issued in the Court of another jurisdiction outside New Zealand but only at Rollspack’s option.
24. Purchaser’s Acknowledgements: The Purchaser acknowledges that the provisions of this contract constitute the entire agreement between the parties and supersede all prior agreements, understandings, negotiations and representations and discussions whether oral or written of the parties.
These are as per Rollspack New Zealands Standard trading terms and conditions.
These are available by contacting admin@rollspack.co.nz
