Terms of Trade

1.     What is the purpose of this agreement?

1.1       This agreement sets out the terms that apply to the relationship between you and your agent(s) and/or principal(s) (“you” and “your”) and The NZ Natural Timber Co Limited and our agent(s) (“we”, “us” and “our”).


2.     What information about you can we collect?

2.1       You agree to provide us with and allow us to use all information necessary to give effect to these terms of trade and the provision of our products.

2.2       Unless your consent is withdrawn in writing, you agree to the disclosure of information:

     to give effect to the provision of our products;

     to enforce our obligations under these terms of trade or an additional agreement;

     when authorised by you or required by law;

     to assess credit worthiness; and

     to market any of our products.

2.3       We will comply with the Privacy Act 1993. We will not use your information unless we have reasonably ensured it is accurate, complete, relevant and not misleading. If we give your information to another entity we will do everything reasonably within our power to prevent unauthorised use or disclosure of your information. You may access your information and ask us to correct any mistakes.


3.     What are our products and services?

3.1       “Product(s)” and “service(s)” means and includes without limitation:

     hardwood timber, engineered timber flooring and laminate flooring, oils, pigments, waxes and resins;

     sales, design, manufacture, cutting, and delivery; and

     agency fees, charges and out of pocket expenses incurred by us,

identified in any document or electronic record issued by either party, all of which are deemed to be incorporated into and form part of these terms of trade, or identifiable as ours by marking or a manner of storage.


4.     What is the price?

4.1       The price is the cost of the products as agreed between you and us from time to time subject to GST and out of pocket expenses such as freight (unless otherwise stated). If no price is stated, the price will be the standard amount at which we provide the products at the time of your request. The price is subject to reasonable change due to variations to the products or circumstances beyond our control such as exchange rate fluctuations.


5.     What happens when we give you a quote?

5.1       If we give you a quote for products:

     the quote will be valid for one (1) month from the date of issue, unless stated otherwise;

     the quote will be exclusive of GST, unless stated otherwise;

     you will be responsible for increased costs resulting from any subsequent changes to the quote due to any inadequate or inaccurate information, request/requirement for additional products or variations;

     we may withdraw the quote at any time prior to your acceptance of the same; and

     we may alter the quote due to circumstances beyond our control or clerical or computer error; and

     the quote will be subject to the ‘limitations of work described’ attached to the same.


6.     When and how do you pay us?

6.1       Payment is due five (5) working days following the date of our invoices or the due date listed on the invoice (“the Due Date”). 

6.2        If you do not make payment on the Due Date, you shall be liable to pay:

6.3       Default interest at the rate of 2% per month, which shall accrue on a daily basis on the total amount outstanding from the Due Date to the date of payment in full; and

6.4       Any legal costs on a solicitor/client basis that we incur incidental to the enforcement or attempted enforcement of our rights, remedies and powers under this agreement.

6.5       You agree that we may issue invoices on substantial completion of any stages identified in our quotation. You acknowledge that ‘substantial completion’ means when the item of work or stage is 95% completed and that you are not entitled to withhold any retention, whether for contingent defects or otherwise.

6.6       If our quotation is not signed then you will be deemed by your conduct to have accepted the terms of this agreement if you ask us verbally or in writing to commence works at your property and/or you pay the required deposit.


7.     What warranties and limitations apply?

7.1       Manufacturers’ and third party warranties (where applicable).

7.2       Samples shown to you may differ from products provided to you.

7.3       If you are in trade and/or are a business, you agree that the parties contract out of the Fair Trading Act 1986 and Consumer Guarantees Act 1993 to the extent permissible by law.

7.4       We are not liable for delay or failure to perform our obligations if the cause is beyond our reasonable control such as importation delays.

7.5       Subject to applicable insurance and 7.1-7.6, if we are deemed liable for loss or damage of any kind, however arising including from provision of products and services to you, including consequential loss, whether suffered or incurred by you or another person or entity and whether in contract tort or otherwise, our total liability is limited to the value of products provided to you.


8.     What if you wish to make a claim in relation to our products and services?

8.1       Indent order and custom made or custom coated products cannot be returned unless due to incorrect supply or fault/defect.

8.2       Subject to 8.1, claims in relation to our products are subject to the following:

     for claims relating to faulty/defective products, you notifying us within the applicable warranty period;

     for claims not relating to fault/defective products such as short or incorrect supply, you notifying us within seventy-two (72) hours of pick up/delivery;

     the products having been used in accordance with the manufacturer’s/our instructions and not having been subject to abuse, neglect, misuse, accident or work by a unauthorised third party;

     us repairing or replacing any defective products or performing further services at our discretion; and

     a restocking fee of 25% of the value of returned products will apply.

8.3       Any products the subject of a claim under 8.2 cannot be destroyed or removed from the premises until we have inspected the same or waived our right to do so in writing.


9.     When will the products and services be provided?

9.1       We are responsible for the products until delivery in accordance with 9.2, pick up by you or the passing of ownership under 11.1, whichever comes first.

9.2       Delivery is complete when we give the products to you, give the products to a third party carrier, or leave the products at the delivery site or your premises and if you fail to accept delivery then the products will be deemed to be delivered when we were willing and able to deliver them. The time of delivery is not an essential term of this agreement – many variables affect delivery and progress on site. We may partially deliver products listed in one order. If the parties agree on delivery by instalments and we fail to deliver an instalment, the failure will not give rise to a right of cancellation.


10.  For what are you responsible?

10.1     You are responsible for ensuring that all:

     sites subject to our products comply with all relevant health and safety requirements;

     necessary resource consents from relevant local authorities have been obtained and you have informed us of any relevant information contained within the same;

     plans and drawings on which we base our products and are accurate and complete. We are not liable for variations and additions to our products and services where such is the result of inaccuracy or incompleteness and you will be responsible for the cost of additional products and services required to remedy any issues;

10.2     If you do not meet your obligations under 10.1, any and all loss or damage will be your sole responsibility.


11.  What ownership and security rights do we have?

11.1     We retain ownership of and hold a security interest in all products until you have paid us in full for all products provided to you. While we retain ownership, you will store all products in such a way that our interests are protected and they can be identified as provided by us.

11.2     You agree that we hold security interest in all of your present and after acquired property connected with products provided to you, and:

     authorise us to register a financing statement and charge on the Personal Property Securities Register, and provide all information and signatures necessary to effect the same;

     will not register a financing charge or statement or charge demand in respect of products without our prior written consent;

     waive your entitlement under s 148 of the Personal Property Securities Act 1999 (PPSA) to receive a copy of a verification statement where we have registered our interest;

     that both parties contract out of s 114(1)(a), 133 and 134 of the PPSA;

     waive your rights as listed under s 107(2) of the PPSA; and

     give us seven (7) days prior written notice of any proposed change in your name or details such as contact information.

11.3     You agree that your failure to pay for the products by the due date gives rise to a legal or equitable estate or interest in your land on which the products were affixed and that the interest entitles us to register a caveat against your land.

11.4     Where applicable, we own the intellectual property rights connected to our products.


12.  What if you want to cancel or vary an order?

12.1     All orders are subject to these terms and conditions. No order may be cancelled or varied unless both parties agree in writing before manufacturing has commenced. Cancellations within seven (7) days prior to commencement of manufacturing will incur a restocking fee equal to 25% of the value of the cancelled products plus any freight and/or additional administration costs NZNTC may incur on your behalf. Where stock is a discontinued line, or a special order is placed on your behalf, NZNTC reserves the right to refuse to take stock back for credit.

12.2     Where a variation or cancellation is agreed under 12.1, if we have reasonably relied on your original instructions then you may be responsible for payment of the original price of the products.


13.  When can a party cancel this agreement?

13.1     Subject to 13.2-13.5, either party may cancel a written agreement for supply at any time by giving fourteen (14) days prior written notice.

13.2     We have the right by seven (7) days prior written notice to suspend or cancel wholly or in part this or any agreement for the provision of products and/or close your credit account, if you default by:

     failing to pay or indicating you will not pay any sum owing by the due date;

     any of your creditors seizing or indicating they will seize any products provided to you;

     products in your possession becoming materially damaged while any amount remains unpaid;

     being bankrupted, insolvent, under statutory management or put into liquidation;

     a receiver being appointed over or a landlord possessing any of your assets;

     a court judgment entered against you remaining unsatisfied for seven (7) days;

     breaching the terms of this agreement; and

     an adverse material change in your financial position.

13.3     If you default we may exercise a lien against any products in our possession.

13.4     You agree that if you default and the default is not remedied within seven (7) days, we may enter any premises occupied by you to inspect or retrieve any products. You will provide reasonable access to such premises and do all things necessary to give effect to our obligations. We may re-sell any products and credit the net sale proceeds to your account for the invoice value less adjustment for the condition of the products.

13.5     Cancellation under 13.1 or cancellation or suspension under 13.2 will not affect either party’s claim for any amount due at the time of cancellation or suspension, damages for any breach of obligations under this agreement and any other legal rights either party may have. Upon cancellation of this agreement any amount owed by you for products provided up to and including the date of cancellation will become immediately payable and current orders will terminate.


14.  Does a personal guarantee apply?

14.1     If you are a director of a company or the trustee of a trust:

     in exchange for us agreeing to supply products and/or grant credit to the company or the trust, you also agree to these terms of trade in your personal capacity, and jointly and severally personally undertake as principal debtors, to pay everything that the company or trust owes us, and to indemnify us against non-payment and/or default; and

     any personal liability of you as director or trustee will not exclude the company or trust from the liabilities and obligations contained in this agreement.

14.2     A guarantee provided under 14.1 will continue to apply notwithstanding changes to these terms of trade in accordance with 15.4 and/or prior dealings.


15.  What else is agreed?

15.1     A failure by either party to enforce any of these terms will not be deemed to be a waiver of any of the rights or obligations under this agreement.

15.2     Neither party may assign or transfer their rights or obligations under these terms to any other party without our prior written consent.

15.3     If any of these terms are determined to be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining terms will not be affected.

15.4     These terms of trade supersede all prior terms, agreements, representations and warranties. Any instructions we receive from you and all arrangements between the parties are subject to these terms.

15.5     If a dispute arises between the parties either party must notify the other in writing within seven (7) days of the dispute arising. The parties will endeavour to resolve the dispute by negotiation within seven (7) days of receiving notice. If the parties cannot resolve the dispute then each party will have the right to refer the dispute for mediation or arbitration at any time. The arbitration will be undertaken in accordance with the Arbitration Act 1996. The presence of a dispute will not affect either party’s claim for any amount due, damages for any breach of obligations under this agreement and other legal rights either party may have.

15.6     Documentation related to these terms may be served on you by email.