APM (New Zealand) Limited Standard Trade Terms

The following terms (Terms) apply to, are incorporated into and govern every contract entered into between us and you for the supply of any Goods and/or Services.  We may vary these Terms at any time by displaying the amended terms on our website at https://www.pressdepo.com/apm/.

1.              Definitions

1.1           In these Terms, the following capitalised terms shall have the meanings specified:

APMNZL

means APM (New Zealand) Limited, NZBN 9429035785002, also referred to as we, our or us.

CCLA

means the Contract and Commercial Law Act 2017.

CGA

means the Consumer Guarantees Act 1993.

Customer

means the person acquiring Goods or Services from us and includes, also referred to as you.

FTA

means the Fair Trading Act 1986.

Goods

means the goods offered for sale by us from time to time.

GST

means Goods and Services Tax as defined in the Goods and Services Tax Act 1985.

person

a reference to a "person" includes any individual, firm, company, corporation, government or local body or other legal entity.

Sales Contract

means a specific contract signed between us and you specifying the Goods and Services and specifying the price and other terms which are in addition to these Terms.

Services

means any services, whether or not incidental to the supply of any Goods, provided by us to you.

PPSA

means the Personal Property Securities Act 1999.

Working Day

has the meaning ascribed to that term in section 4 of the Property Law Act 2007.

2.              Overview and acceptance 

2.1           Subject to clause 2.2 of these Terms, these Terms apply to our provision of the Goods and Services.  By ordering the Goods or Services from us, you agree to be bound by these Terms.

2.2           Where you have entered into a Sales Contract with us, the contractual relations between us and you will be governed by the terms of that Sales Contract.

2.3           We will endeavour to fulfil all orders made by you, but we shall not be liable to any person if we are unable to, or decline to, supply the Goods and Services for any reason.

3.              Price and orders 

3.1           The price quoted for Goods or Services is based on rates and charges in effect at the date of the quotation.  All Goods and Services will be charged at the price actually in effect at the time of delivery.  Any difference between the rates and charges quoted and those actually in effect at the time of delivery will be to your account. 

3.2           All prices stated are net of GST (if applicable).

4.              Payment 

4.1           Payment for the supply Goods and Services must be made without set-off or deduction, immediately upon submitting an order with us.

4.2           Unless we have agreed otherwise in writing, payment must be made by way of: 

4.2.1     cleared funds to a bank account nominated in writing by us; or 

4.2.2     delivery of an irrevocable letter of credit at sight of a bill of lading, drawn on a recognised international banking establishment acceptable to us in our sole discretion.

4.3           If we agree to supply the Goods or Services on credit: 

4.3.1     Payment of any invoice issued by us is due on the 20th of the month following the date the invoice is issued.

4.3.2     If you fail to make any payments to us by the date due for payment, we may, at our sole discretion (and without prejudice to any other rights or remedies available to us) require you to pay, on-demand, default interest on any amount outstanding at 2.5% per month accruing on a daily basis from the due date for payment until the date when payment is made.

4.3.3     You will be liable to pay all expenses and costs (including our legal costs) in connection with us recovering or attempting to recover any overdue amount.

4.3.4     The credit limit will be as advised by us.  We may vary the credit limit from time to time.  If we extend further credit beyond the credit limit you may be required to execute further documentation.

4.3.5     We may in our sole discretion, from time to time, refuse to extend any further credit or we may require further guarantees as a condition of offering such credit. 

4.4           All payments shall immediately become due to us and we may immediately terminate the order or Sales Contract if you refuse to accept any Goods or Services, become insolvent, commit an act of bankruptcy, or if a receiver, liquidator or statutory manager is appointed in relation to you or if you make or attempt to make an arrangement or composition with your creditors. 

5.              Deposit 

5.1           We, in our sole discretion, may require you to pay a deposit in respect of any order or Sales Contract.  Any such deposit must be paid to us within 7 Working Days of an order or Sales Contract being accepted.  The deposit will be non-refundable.

5.2           Any order or Sales Contract requiring a deposit will be treated as being conditional upon the payment of such deposit.  We may, in our sole discretion, elect to terminate the order or Sales Contract prior to the payment of the deposit.

6.              Risk and delivery 

6.1           The insurance of any Goods shipped by us are your responsibility. 

6.2           We will be entitled to refuse to deliver the Goods or Services if we have not received a form payment acceptable to us (in accordance with clause 4.2 of these Terms).

6.3           Delivery of Goods to you shall occur when we place such Goods at the disposal of our nominated carrier.  No failure or refusal by you to take possession of any Goods shall affect the time of Delivery.  Risk in the Goods will pass to you at the time of delivery. 

6.4           If you do not take possession of the Goods, then you shall be liable to pay any storage charges on written demand by us.

6.5           Delivery dates are given in good faith but are not guaranteed.  We may cancel, suspend or delay delivery of the Goods or Services for at our discretion.  Deliveries from stock are offered subject to such stock being unsold upon receipt of order. 

7.              Property (retention of title) 

7.1           Title to the Goods remains with us until those Goods have been paid for in full.  In the event the Goods are delivered on credit, you agree that: 

7.1.1     you hold the Goods as bailee for, and are in a fiduciary relationship with, us; 

7.1.2     you will store the Goods so that they can be readily identified as belonging to us; and 

7.1.3     if prior to acquiring property in any Goods you sell or purport to sell the same, you shall be deemed to be selling or purporting to sell as our agent and you shall hold as trustee for and hand over to us the claims it has against its purchaser in respect of each sale.  You must keep the proceeds of any Goods sold in a separate account in trust for us.

7.2           If you fail to pay for any Goods in full by the due payment date or if any of the circumstances in clause 4.4 eventuate, we or our agents may enter your premises (or other premises where any of the Goods are stored), without notice, and search for and recover the Goods and resell any of them, without incurring any liability to you or any other person.  Furthermore, you indemnify us against all costs and claims in respect of the exercise of our rights under this clause 7.

7.3           We shall be entitled at any time to assign or factor to any other person all or any part of the debt owing to us and that assignee shall be entitled to claim full rights of set-off or counterclaim against you, your charge holders or successors in respect of the debt or part thereof so assigned. 

7.4           Without prejudice to such other rights that we may have, you agree to grant to us such security as we may from time to time request so as to secure all sums due including procuring a personal guarantee from the principal shareholder or shareholders thereof and/or to grant a security interest your assets.  Such security documents shall be prepared by our solicitors at your sole cost and will contain such provisions we consider necessary.  Should you default in the granting of any such security in registrable form then we are hereby irrevocably appointed your attorney to enter into, execute, and sign all deeds instruments, acts and things whatsoever which may be necessary or expedient for all or any of the purposes to give effect to this clause 7.4. 

8.              Security interests 

8.1           Clause 7 creates a security interest (as that term is defined in section 17 of the PPSA) in favour of us in all present and after-acquired Goods (including, for the avoidance of doubt, products, inventory, equipment and any other goods), as security for payment of all amounts owing and the performance of all obligations, under any Terms.  This security interest may be registerable under the PPSA. 

8.2           Should we desire to register the security interest created by clause 7, you undertake to do such acts as, in our sole opinion, may be necessary to enable the security interest to be registered and perfected.  If for any reason perfection of the security interest does not occur, you will do such acts and provide such information requested by us required to achieve the same.  In all cases, you shall act immediately when requested by us and you will be responsible for costs associated with perfecting our security interest.  

8.3           In consideration of us accepting an order from you or entering into a Sales Contract, you irrevocably and unconditionally nominate and appoint us as your lawful attorney with full power to execute any required PPSA documentation and do any required acts on your behalf. 

8.4           You waive any right you may have now or in the future to receive a copy of any verification statement under section 148 of the PPSA or other confirmation related to the security interests created or provided for by, or perfected in the manner contemplated by, this clause 8. 

8.5           You waive any right as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA. 

8.6           You agree that nothing in sections 114(1)(a), 132, 133 and 134 of the PPSA shall apply to these Terms. 

8.7           The Goods or Services and any credit in respect thereof supplied by us to you are described on each Sales Contract and in any invoice issued pursuant to an order or a Sales Contract. 

8.8           You agree that you will supply us, within 5 Working Days of our written request, with copies of all security interests registered over your personal property, and you authorise us as your agent to request information from any secured party relating to any security interest which is held in any personal property which is or has been in your possession or control. 

8.9           You shall not change your name or other details without first notifying us in writing at least 10 Working Days before such change takes effect.

9.              Claims and liability

9.1           The provisions of the CGA shall not apply to any supply of Goods or Services to you where you acquire or hold yourself out as acquiring those Goods or Services for the purposes of a business (as that term is defined in section 2(1) of the CGA). 

9.2           The conditions, warranties and guarantees set out in Part 3, Sale of goods, of the CCLA or implied by common law will not apply and are excluded from all Sales Contracts. 

9.3           Sections 9, 12A, 13 and 14(1) of the FTA shall not apply to any supply of Goods or Services to you as both parties to the Terms are in trade and agree that the exclusion is fair and reasonable taking into account the relatively equal bargaining power of the parties. 

9.4           If there is any defect or irregularity in Goods or Services, as determined in our sole discretion, our liability to you is limited to refunding the purchase price of any defective Goods or Services, or at our option replacing those Goods or Services.  However no remedy will be given unless you have complied with clause 9.5 of these Terms and we are given a reasonable opportunity to investigate any claim for deficiency or damage including by being able to inspect the Goods.  If you do not immediately make the Goods available for inspection, any claim in respect of those Goods shall be voided. 

9.5           Any claim based on defective Goods or Services, shortfall or dispute must be delivered to us in writing within 5 Working Days of delivery of the Goods or Services, and the Goods must not have been altered or damaged by you. 

9.6           Except as provided in clause 9.4 we will not be liable in any event for any loss or damage of any kind, whether direct, or special, or indirect or consequential, howsoever arising, whether or not we had knowledge that such loss or damage has occurred, including but not limited to loss of income, profit, interest, opportunity, utility or loss of market, incurred by you or by any third party. 

9.7           We will not be liable for: 

9.7.1     testing the Goods or Services; 

9.7.2     loss of or damage to any of your chattels left within our possession or control (whether such loss or damage resulting from our negligence or default or otherwise howsoever); 

9.7.3     loss or damage to the Goods while in transit (whether such loss or damage resulting from our negligence or default or otherwise howsoever); 

9.7.4     deterioration of the Goods as a result of exposure to the elements or incorrect treatment by you after delivery; 

9.7.5     loss consequential to any of the above. 

9.8           In no event shall we be liable for any loss or damages in excess of the price received by it from you in respect of the Goods or Services. 

10.           No representations/exclusions

10.1       We do not warrant that the Goods are new and we make no representation, warranty or undertaking as to the quality, state, condition or fitness for purpose of the Goods or Services.  

10.2       The Goods are sold on an “as is” basis and subject to all defects (latent or patent), faults and damages and to the extent permitted by law all statutory warranties, implied terms, conditions or guarantees are excluded in respect of the Goods and Services.  

10.3       Any information as may have been given by us is believed to be correct (as being prepared from our records) but no assurance is given as to its accuracy.  

10.4       We require you to make your own examination, investigation and inspection and you must rely upon (and shall be taken so to have done) your own judgment or the judgment or advice of your own advisers and shall not have any claim against us or any other person. 

11.           Returns

11.1       We are not obliged to accept the return of any Goods.  We may grant or refuse any such requests in our sole discretion.

12.           Your obligations

12.1       You agree and undertake: 

12.1.1  not to give any express written guarantees, representations or warranties on behalf of the manufacturer, any supplier, or on behalf of us; 

12.1.2  not to use the Goods for any purpose for which they are not suitable;

12.1.3  to advise your customers as to the purposes to which the Goods should or should not be used; and

12.1.4  to immediately notify us in writing of any claim you receive in relation to the Goods, giving details of the Goods concerned, and claimant's contact information.

13.           Indemnity

13.1       You indemnify us and our employees, officers, agents and contractors against all costs (including legal costs and collection costs incurred by us or our agents) expenses, losses, damages or claims arising in any way where you or any person you are responsible for, has failed to comply with these Terms, any Sales Contract, as modified from time to time or statutory obligations, or any wilful or negligent act or omission by you. 

14.           Force majeure

14.1       If the performance by us of our obligations under these terms and conditions is prevented by reason of “force majeure” (which shall include prevention occasioned by fire, casualty, accident, act of God, natural disaster, any law, order, proclamation, regulation, demand or requirement of any government or government agency, strikes, labour disputes, shortage of labour or lack of skilled labour, shortage or unavailability of Goods or raw materials, delay in transit, electricity or communications failures, or other causes whatsoever (whether similar to the foregoing or not) beyond our reasonable control) we shall be excluded and excused from the performance of all our obligations and excluded from any liability however arising. 

15.           Correct information 

15.1       You warrant that all information supplied by you in any order, Sales Contract or in any credit application is true and correct and you acknowledge that we will rely upon the correctness of the representations and information that you have provided.  You undertake to inform us of any changes to such information. 

15.2       You agree that we may use any information held by us from time to time about you relating to your credit worthiness and give that information to any other person for credit assessment and debt collection purposes.  You agree that any information collected by us about you is accessed or collected in, and can be used in, the course of our business, including for direct marketing activities.

15.3       You (if an individual) have the right to access and request the correction of your information held by us.

16.           Confidentiality of information 

16.1       You agree to indemnify us in the event of a third-party data breach where the information we hold from time to time about you may no longer be confidential.

17.           Severability

17.1       If any provision of these Terms or a Sales Contract is or becomes void or unenforceable, then such provisions will be severed from the Terms or Sales Contract and replaced with provisions which are valid and enforceable to accomplish (to the extent possible) the removed provisions' objectives and the rest of the Terms or Sales Contract will remain valid and enforceable. 

18.           Dimensions and specifications

18.1       The Goods and Services shall be subject to the standard tolerances customarily applicable to goods in the nature of the Goods and Services. 

19.           Applicable law

19.1       The contractual relationship between APMNZL and the Buyer shall be governed by New Zealand law and be subject to the jurisdiction of the Courts of New Zealand who shall have non-exclusive jurisdiction over any proceedings.

20.           Assignment

20.1       We may transfer, assign, novate or otherwise dispose of all or any of our rights and/or obligations under these Terms, wholly or partly, and whether for a finite or indefinite period to any other entity and you consent to such transfer, assignment, novation or disposition.  You have no right to transfer, assign, novate or otherwise dispose of all or any of your rights and/or obligations under these Terms without our prior written consent.

21.           Variation

21.1       We shall not be bound by any agreement varying these Terms unless such agreement is in writing and signed with due authority on our behalf.  You acknowledge that we have the right to vary these Terms from time to time at our discretion and without notice.