1. Scope: All goods and Services (“Products”) supplied by Corporate Express New Zealand Limited (“CENZ”) are supplied on these terms and conditions.
2. Order Acceptance: No order shall be biding on CENZ until accepted by CENZ. An individual contract for the supply of Products, on these terms and conditions, is formed on acceptance by CENZ of an order from the Customer. CENZ reserves the right to accept any order in whole or in part. Where CENZ makes a part delivery of any order, such delivery shall constitute a separate contract. No order may be cancelled or varied after acceptance by CENZ.
3. Payment Terms: All credit orders are accepted by CENZ subject to satisfactory credit approval of the Customer, and are governed by CENZ credit terms and conditions in force at the time of order placement, including the right to charge interest. Credit approval once granted may be withdrawn at any time. Where credit has been granted, payment for the Products or Services is to be made on or before the 20th of the month following the invoice date. Payment must be made in full without set of or deduction. CENZ will investigate any disputed amounts, and if resolved in favour of the Customer, a credit will be issued to the Customer.
4. Title to Products: Ownership in the Products does not pass to the Customer until the Customer has discharged all outstanding indebtedness, whether in respect of the Products or otherwise, to CENZ. Until all sums due to CENZ by the Customer have been paid in full, CENZ has a Purchase Money Security Interest in all Goods. In addition, CENZ has a general security interest in all present and after acquired goods for any indebtedness owed by the Customer to CENZ.
If the Goods are attached, fixed, or incorporated into any property of the Customer, bv way of any manufacturing or assembly process by the Customer or any third party, title in the Goods shall remain with CENZ until the Customer has made payment for all Goods, and where those Goods are mixed with other property so as to be part of or a constituent of any new Goods, title to these new Goods shall be deemed to be assigned to CENZ as security for the satisfaction by the Customer of the full amount owing between CENZ and the Customer.
The Customer gives irrevocable authority to CENZ to enter any premises occupied by the Customer or on which Goods are situated at any reasonable time after default by the Customer or before default if CENZ believes a default is likely and to remove and repossess any Goods and any other property to which Goods are attached or in which Goods are incorporated. CENZ shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. CENZ may either resell any repossessed Goods and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling, and other costs) or may retain any repossessed Goods and credit the Customer’s account with the invoice value thereof less any sum as CENZ reasonably determines on account of wear and tear, depreciation, obsolescence, loss of profit, or costs.
When Goods are retained by CENZ pursuant to this clause, the Customer waives the right to receive notice under s 120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under s 121 of the PPSA.
The following shall constitute defaults by the customer:
a) Non-payment of any sum by the due date.
b) The customer intimates that it will not pay any sum by the due date.
c) Any Goods are seized by any other creditor of the Customer, or any other creditor intimates that it intends to seize Goods.
d) Any Goods in the possession of the Customer are materially damaged while any sum due from the Customer to CENZ remains unpaid.
e) The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlord distrains against any of the Customer’s assets.
f) A Court judgment is entered against the Customer and remains unsatisfied for seven days.
g) Any material adverse change in the financial position of the Customer.
The Customer undertakes to:
a) Sign any further document and / or provide any further information, such information to be complete, accurate, and up-to-date in all respects, which CENZ may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register (“PPSR”);
b) Indemnify, and upon demand reimburse, CENZ for all expenses incurred in registering a financing statement or financing change statement on the PPSR or releasing any Goods charged thereby;
c) Not registere a financing change statement (in accordance with Regulation 9) or a change demand (in accordance with Regulation 10) without the prior written consent of CENZ; and
d) Give CENZ not less than 14 days prior written notice of any proposed change in the Customer’s name and / or any other change in the Customer’s details (including, but not limited to, changes in the Customer’s address, facsimile number, or business practice).
Unless otherwise agreed to in writing by CENZ, the Customer waives its right to receive a verification statement in accordance with s 148 of the PPSA.
5. Delivery: CENZ reserves the right to charge for delivery of the Products at any time, notwithstanding that it may not have previously done so. Administrative fees may also be imposed for orders under certain dollar values. Where prices are stated as inclusive of delivery, delivery is to the delivery point specifically accepted by CENZ.
6. Returns: Any Products which are damaged or defective, delivered after their “use by” or “best before” date, or which are not otherwise in accordance with the Customer’s order, may be returned to CENZ within 14 days of delivery, at no cost to the Customer.
The Customer may otherwise return Products to CENZ and obtain a credit:
a) except for specially purchased products, products specifically tailored for the Customer’s requirements, IT consumables, computer hardware, furniture, and canteen products which may not be returned;
b) provided that it does so within 14 days of delivery and a return authorisation is obtained from CENZ;
c) provided that the Products are in their original packaging, unopened, of a current make and model, and otherwise as new and in a saleable condition;
d) at the Customer’s own expense, or to the Customer’s account; and
e) on the basis that risk in the Products remains with the Customer until the Products are received by CENZ, and that a restocking or return fee may be charged.
7. Customer Specific Stock: Where CENZ has agreed to procure and/or warehouse and/or distribute Products specifically for the Customer, the Customer must, within 30 days of request, purchase all stock then warehoused and held at the then prevailing supply price. Where the Customer does not do so, CENZ may dispose of the affected Products without liability for any loss or damage suffered by the Customer as a result. The Customer indemnifies CENZ against all claims, demands, loss, costs and expenses incurred by or made against CENZ, arising out of any actual or alleged infringement of patents, copyright, trademarks, design rights or other intellectual property rights, by any logo, design, copyright or other material that CENZ may use, print or reproduce at the Customer’s request.
8. Liabiility: Except for those required or implied by legislation, CENZ gives no express warranty in relation to products and services supplied to the Customer, and the Customer acknowledges that it has not relied on any representation or warranty made by or on behalf of CENZ. Certain legislation may imply conditions and warranties into these terms and conditions. To the extent that such conditions and warranties may lawfully be excluded, all such conditions and warranties are expressly excluded. The liability of CENZ under or arising out of the supply of goods and services for breach of any term, condition or warranty implied in or imposed upon the supply of goods and/or services by legislation, shall be limited, at the option or CENZ to:
a) If the breach or liability relates to goods:
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of the goods;
(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(iv) the payment of the cost of having the goods repaired;
b) if the breach of liability relates to services:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
Except as expressly provided above, CENZ shall not be under any liability to the Customer in respect of any loss or damage (including consequential or indirect loss or damage or loss of profits, loss of use or loss of data) however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the Products, any services supplied by CENZ or the failure of CENZ to comply with these terms and conditions.
9. Consumer Guarantees Act: The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Goods from CENZ for the purposes of a business in terms of sections 2 and 43 of that Act.
10. Conflicts: These terms and conditions will apply to the exclusion of all other terms and conditions contained in the Customer’s order. In the event of any inconstancy, CENZ will be deemed, by delivering the Products to the Customer or supplying services to the Customer, to have made an offer to the Customer to sell the Products or supply the services pursuant to these terms and conditions, which offer will be deemed to have been accepted if the Customer retains the Products or accepts the services. CENZ reserves the right to change these Terms and Conditions at any time. Additional terms and conditions also apply when order is placed via NetXpress, which are displayed on NetXpress.
11. GST: CENZ reserves the right to recover from the Customer all goods and services tax (“GST”) payable in respect of the supply of goods and services to the Customer.
12. Jurisdiction: These terms and conditions are governed by and will be construed in accordance with the laws of New Zealand and the parties agree to submit to the jurisdiction of the courts of that Country.
13. No Waiver: The failure by CENZ to exercise, or any delay in exercising, any right, power or privilege available to it under these terms and conditions will not operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right or power.
a) If the breach or liability relates to goods:
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of the goods;
(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(iv) the payment of the cost of having the goods repaired;
b) if the breach of liability relates to services:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
Except as expressly provided above, CENZ shall not be under any liability to the Customer in respect of any loss or damage (including consequential or indirect loss or damage or loss of profits, loss of use or loss of data) however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the Products, any services supplied by CENZ or the failure of CENZ to comply with these terms and conditions.
14. Consumer Guarantees Act: The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Goods from CENZ for the purposes of a business in terms of sections 2 and 43 of that Act.
15. Conflicts: These terms and conditions will apply to the exclusion of all other terms and conditions contained in the Customer’s order. In the event of any inconstancy, CENZ will be deemed, by delivering the Products to the Customer or supplying services to the Customer, to have made an offer to the Customer to sell the Products or supply the services pursuant to these terms and conditions, which offer will be deemed to have been accepted if the Customer retains the Products or accepts the services. CENZ reserves the right to change these Terms and Conditions at any time. Additional terms and conditions also apply when order is placed via NetXpress, which are displayed on NetXpress.
16. GST: CENZ reserves the right to recover from the Customer all goods and services tax (“GST”) payable in respect of the supply of goods and services to the Customer.
17. Jurisdiction: These terms and conditions are governed by and will be construed in accordance with the laws of New Zealand and the parties agree to submit to the jurisdiction of the courts of that Country.
18. No Waiver: The failure by CENZ to exercise, or any delay in exercising, any right, power or privilege available to it under these terms and conditions will not operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right or power.
