Terms and Conditions of Trade
1. Definitions
1.1 “Supplier” means FRP Limited, its successors, assigns, employees, and agents.
1.2 “Customer” means the person, firm, company, or entity acquiring Goods or Services from the Supplier.
1.3 “Goods” means all products supplied by the Supplier to the Customer, including any related advice, services, or documentation.
1.4 “Services” means all installation, consultancy, or other work performed by the Supplier.
1.5 “Contract” means the agreement between Supplier and Customer incorporating these Terms.
1.6 “Consequential Loss” means loss of profit, production, revenue, opportunity, data, goodwill or other indirect or consequential loss.
2. Application of Terms
2.1 These Terms apply to all supplies of Goods and Services by the Supplier, to the exclusion of any other terms, unless expressly agreed otherwise in writing and signed by a director of the Supplier.
2.2 The Supplier may amend these Terms at any time by notice (including by publication on its website). Amendments apply immediately to all new orders and to ongoing supply arrangements after notification.
2.3 Exclusion of Customer Terms: Any terms or conditions contained in, attached to, or referenced in any purchase order, acceptance, or other document issued by the Customer (whether issued before or after these Terms) are expressly rejected and will have no effect, unless expressly agreed in writing and signed by a director of the Supplier. The Supplier’s acceptance of a purchase order, or performance of supply following receipt of a purchase order, does not constitute acceptance of any such Customer terms.
3. Orders
3.1 All orders are subject to acceptance by the Supplier in writing.
3.2 The Supplier may accept or reject orders at its absolute discretion.
3.3 The Supplier may impose minimum order values or quantities at any time.
3.4 For clarity, all orders are accepted and fulfilled strictly in accordance with these Terms (refer clause 2.3).
3.5 Orders for custom, bespoke, indent, or non-stock items are non-cancellable and non-refundable once accepted by the Supplier.
4. Pricing
4.1 Prices are exclusive of GST, duties, freight, insurance, and all other charges, unless otherwise stated.
4.2 Prices may be varied by the Supplier at any time prior to acceptance of an order.
4.3 If delivery is delayed at the Customer’s request or due to circumstances outside the Supplier’s control, the Supplier may adjust prices to reflect increases in costs.
5. Payment
5.1 Payment must be made in full, without deduction, set-off or counterclaim, by the due date stated on the invoice.
5.2 If no due date is stated, payment is due strictly 7 days from invoice date.
5.3 Late payments will incur interest at 2.5% per month (compounded) until paid in full.
5.4 The Customer shall indemnify the Supplier for all debt collection, legal, and enforcement costs incurred.
5.5 The Supplier may suspend further deliveries or cancel contracts if payment is overdue.
6. Risk and Title
6.1 Risk of loss or damage passes to the Customer immediately on collection by the carrier, irrespective of whether freight is arranged or paid by the Supplier.
6.2 Title remains with the Supplier until all amounts owing (including interest and costs) are paid in full.
6.3 Until title passes, the Customer holds Goods as bailee and fiduciary for the Supplier and must:
(a) store Goods separately and marked as Supplier’s property;
(b) not remove, alter or deface identifying marks; and
(c) on request, immediately deliver up Goods to the Supplier.
6.4 The Supplier may enter any premises (without notice) to recover Goods for which payment is overdue.
6.5 The Customer grants the Supplier a security interest in all present and after-acquired Goods supplied by the Supplier as security for payment under the Personal Property Securities Act 1999 (PPSA), and waives its rights under sections 114(1)(a), 133, and 134 of the PPSA to the maximum extent permitted by law.
7. Delivery
7.1 Delivery dates are estimates only. The Supplier is not liable for delay, however caused.
7.2 The Supplier may deliver in instalments, each instalment being a separate contract.
7.3 If the Customer fails to take delivery, the Supplier may store Goods at the Customer’s risk and expense (including storage, demurrage and insurance).
8. Warranties
8.1 The Supplier warrants only that Goods supplied will substantially conform to their specifications at the time of supply.
8.2 To the maximum extent permitted by law:
(a) all other conditions, guarantees, or warranties (including under the Sale of Goods Act and common law) are excluded;
(b) the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 do not apply where the Customer acquires Goods or Services for business purposes.
9. Liability
9.1 The Supplier’s liability for defective Goods or Services is limited, at its option, to:
(a) replacement or repair of the Goods; or
(b) refund of the price paid for the defective Goods or Services.
9.2 In no circumstances shall the Supplier be liable for:
(a) Consequential Loss;
(b) any amount exceeding the price paid for the Goods or Services giving rise to the claim.
9.3 The Supplier’s total liability under all Contracts in any 12-month period shall not exceed the total amount paid by the Customer to the Supplier during that period.
9.4 Nothing in these Terms excludes liability for fraud or wilful misconduct.
10. Returns
10.1 Goods may only be returned with the Supplier’s prior written approval.
10.2 Approved returns must be freight-paid and in original packaging.
10.3 A restocking fee of 20% of the invoiced value may apply.
11. Intellectual Property
11.1 All intellectual property in or relating to the Goods or Services remains the sole property of the Supplier.
11.2 The Customer acquires no rights except as necessary to use the Goods for their intended purpose.
12. Confidentiality
12.1 The Customer must keep confidential all non-public information disclosed by the Supplier.
13. Privacy
13.1 The Supplier will collect, hold, use and disclose personal information in accordance with the Privacy Act 2020.
13.2 The Customer consents to the Supplier using personal information for credit assessment, debt collection, marketing, and supply purposes.
14. Force Majeure
14.1 The Supplier is not liable for any delay or failure due to events beyond its reasonable control, including natural disaster, strikes, shortages, transport disruption, or government action.
15. Termination
15.1 The Supplier may suspend or terminate supply immediately if the Customer:
(a) fails to pay on time;
(b) becomes insolvent, bankrupt, or subject to external administration; or
(c) breaches these Terms.
16. Dispute Resolution
16.1 If a dispute arises, the parties must attempt good faith resolution.
16.2 The Supplier may, at its option, require mediation before litigation.
16.3 The Customer remains liable to pay undisputed amounts during any dispute.
17. Governing Law
17.1 These Terms are governed by the laws of New Zealand.
17.2 The parties submit to the non-exclusive jurisdiction of the New Zealand courts.
18. General
18.1 Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
18.2 Survival: Clauses relating to liability, indemnity, PPSA security interests, confidentiality, intellectual property, and governing law survive termination or expiry of these Terms.
18.3 Indemnity: The Customer indemnifies the Supplier against all claims, losses, damages, and expenses arising from the Customer’s misuse of the Goods or from any onward supply of the Goods.
18.4 No Waiver: No failure or delay by the Supplier to exercise any right or remedy shall operate as a waiver.