Terms of service
TERMS OF TRADE – IRONBACK LIMITED (New Zealand)
1 TERMS Please read these Terms carefully, as they explain how we supply goods and services to you. We must meet all our responsibilities to you under these Terms, and you must satisfy all your obligations to us. Throughout these Terms, we use the words “we”,” our” or “us” to refer to Ironback Limited and when we do it should be read to include any associated division, company, agent, employee, or supplier. We use the words, “you” or “your” to mean the buyer of our goods. The term “goods” covers where relevant all goods, equipment, and services we supply to you and anything else we do whether that is at a cost or free of charge. When we say ‘these Terms’ we mean these entire Terms and conditions in this document, including any guarantee.
2 THESE TERMS ARE OUR ENTIRE AGREEMENT WITH YOU These Terms form the entire contract between you and us for the goods we supply you. Any changes you want to these Terms must be agreed and signed by us in writing. All prior representations, communications, and agreements between you are us are superseded by these Terms. Where previous Terms have been entered into between you and us, we each agree that the agreement contained under such previous Terms shall be amended by the agreement contained in these Terms to the extent of any inconsistency, and these Terms shall prevail.
3 ACCEPTANCE OF THESE TERMS By ordering or purchasing our goods, you acknowledge that you have read and understand these terms and agree to be bound by them. You also acknowledge you are the buyer or authorised to accept these terms on its behalf.
4 PRICE Our prices are stated in New Zealand dollars and based on costs and charges at the date of supply. Unless we state something as a fixed price, our price will be increased by any delivery charges, any taxes or duties, GST.
5 BILLING AND PAYMENT TERMS You must pay for the goods we provide you no matter who uses them. We may require a deposit before we supply any goods to you. We will give you an invoice for all goods we supply you. Each invoice will tell you about the due date for payment, and you must pay us by that date. Please ask us about how you can pay us. Some of our payment methods incur additional charges – for example paying by credit card. You must pay any amount owed to us before we supply any goods to you.
6 PLACING AND FULFILMENT OF ORDERS We can choose to reject any order you place. You accept that there may be minor variations, within industry standards, between the goods and any samples, illustrations, or colour indications we have shown to you.
7 USING THE GOODS FOR YOUR INTENDY USE SAFELY We do not warrant or represent any goods are suitable for your intended purpose. You agree to use your sole judgement to determine that the goods are appropriate and, in a condition, fit for the task you plan. We will not be responsible if they are not. You agree that we have provided you with information about how to use the goods safely including offering you any safety equipment required. You should not modify or disable any safety features included in the goods we supply you. You must ensure someone suitably qualified safely installs, operates and maintains the goods and only for their designed purpose and capacity. You should take care and ensure they do not cause harm to you, others or the environment.You agree to let us know as soon as possible if you suspect our goods have a design or manufacturing fault that may cause harm to someone or the environment.
8 VARIATION OR CANCELLATION OF ORDERS You may not vary or cancel any order or part of it without our written consent. If you cancel an order, in addition to any other rights we have, we may retain any deposit paid, and you will be liable for all costs or losses (including profit and time) incurred by us as a result of you cancelling any order. We may also choose to charge a re-stocking fee as damages for any cancelled order we accept. We may on reasonable notice cancel without liability, any order for goods we have not yet supplied you.
9 DELIVERY AND RISK OF GOODS We have no responsibility to deliver our goods to you, but if asked, we may choose to arrange delivery to you provided it is at your cost and risk and without liability to us. Delivery will be considered complete when we give possession of the goods either to you, to a carrier for delivery to you, or as you have directed. Risk (including insurance responsibility to cover this risk) in the goods will pass to you upon delivery. That means you will be responsible for the goods during transit irrespective of whether we agree to deliver or arrange delivery on your behalf. If we are ready to deliver the goods to you but you ask us to delay delivering the goods until you are ready, we may or may not choose to do so. If we agree to store the goods, you will be liable for the goods, and we do so without responsibility or liability, irrespective of whether we provide the storage for a fee or free of charge.
10 RECEIPT OF GOODS You must carefully check all goods upon receipt. Before acknowledging delivery to the carrier, you must ensure that you receive the complete consignment as per the carrier’s note. You must check all goods (as detailed on the delivery docket) are correct in name, colour, quantity, size, mix, finish, and free from any fault at the time of delivery. Any claim you have regarding delivery of incorrect goods, shortage in the quantity of goods delivered or delivery of damaged goods must be made in writing to us within 5 working days of delivery. Notification of any claim must be in writing and delivered to Ironback Ltd,15 Payne Court, Lincoln 7608, New Zealand. Each claim must be provided in full detail including photos of the delivery, including any damaged goods or incorrect goods. You must give us a reasonable opportunity to investigate the claim. If you do not tell us of any damage, shortage, or incorrect order within 5 working days of receipt, you accept we can rely on the fact that the order is correct and free from any defect or damage prior to delivery. In the case of incorrect or damaged goods, we may need to inspect the goods on your premises. If we notify you of this inspection requirement, you will grant us access to the premises where the goods are situated to inspect the goods within 5 working days of our request. You must endorse the carriers’ delivery docket if there is any shortage or visible damage to the outer packaging of the goods. While we have no liability for goods damaged or lost in transit, you should tell us details of any claim you have against the carrier. Where we are responsible for delivery of incorrect goods, shortage in the quantity of goods delivered or delivery of damaged goods to you, our liability to you is limited to us either (at our choice) (i) supplying the correct goods, making up the shortage or repairing or replacing the damaged goods (as applicable) or (ii) refunding or crediting to you the purchase price of the nondelivered or damaged goods. Our liability to you is fully satisfied by us providing either of these remedies.
11 RETURN OF GOODS We have no obligation to accept returns of goods for credit or refund. You must make all requests for the return of goods within 5 working days ,We will consider any claims submitted after 5 working days. We are not obliged to accept the return of any goods for credit and can refuse any request to return the goods if we so choose. If the goods are specifically imported procured or manufactured or were otherwise modified for you, then it is unlikely we will be able to agree to them being returned. When we allow you to return goods for credit, you must deliver the goods (at your expense) intact and in their original condition and packaging to Ironback Ltd, 15 Payne Court, Lincoln 7608, New Zealand.
RESOLVING DISPUTES Please let us know if you are unhappy with our goods or service. We aim to resolve any complaints quickly and equitably. If you dispute what you owe us or what we supplied you, you must tell us in writing within 5 working days. We will not accept any claims after 5 working days. You need to tell us the nature of your dispute (including the value of any goods related to your disagreement).
12 OWNERSHIP OF THE GOODS Even if we intend for possession and risk of the goods to pass to you, ownership of the goods (and any related sale proceeds) remains with us until you pay all amounts owing to us for any goods we have supplied you. You can in the ordinary course of your business, use the goods or sell them. This authority is immediately revoked if you default in these Terms, or we notify you that it is. We may choose to register a financing statement on the Personal Property Securities Register (PPSR) to reflect our ownership of the equipment.
13 FAILURE TO MEET YOUR OBLIGATIONS TO US When you do not meet your responsibilities to us, you will be in default of these Terms of our agreement with you. That includes if you fail to pay us on time or you have anything happen to you that impacts your ability to not perform any other obligation under these Terms. If you do not pay our charges or meet any responsibilities you have to us your right to possession of any goods which you have not yet paid for your right to sell or otherwise dispose of them will immediately end (until you pay us all amounts you owe us), and all amounts you owe us must be paid to us immediately (even if their original due date has not arrived yet). You are liable and will indemnify us for all costs and losses we incur because of your default to us. That means being liable to pay the full cost of any expenses or losses we incur when we enforce or attempt to enforce any of our legal rights against you. Examples include any attempts by us to collect any money you owe us and any debt recovery commissions or legal fees we incur or are about to incur as part of our recovery process. However, it may also mean any other losses or damages we incur as a result of you breaching your responsibilities; for example any interest, penalties, loss of profits, damages or other sums paid or payable to us or anyone else.
14 WARRANTIES You acknowledge and agree that you have used your own skill and judgement in selecting and purchasing the goods and that you are responsible for ensuring that the goods purchased are fit and suitable for the purpose for which they are required, and we have no liability if they are not. For goods that are manufactured by us, we warrant that those goods are free of material defects in design, materials and workmanship. This warranty does not apply:
(a) unless we receive a written claim from you (with reasonable detail about the defect) on the date on which the defect was reasonably discoverable, and no later than 45 days after delivery of the goods to which the claim relates (or longer if agreed or stated in our quote).
(b) unless we are given a reasonable opportunity to inspect the goods as soon as reasonably practicable after the defect is discovered; or
(c) Where any defect arises from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow applicable instructions, incorrect installation, misuse, improper operation or maintenance, an accident or any alteration or repair of the goods not authorised by us in writing.
We offer parts replacements for the first 12 months from the date of delivery. If you need any part of your goods replaced, you must let us know in writing, within 10 business days that you became aware of the part needing replacement and give us suitable information to be able to assess your claim. We do not otherwise offer a repair service. You may not assign the benefit of the warranties in this contract to any person without our written consent. All warranties, guarantees, conditions or Terms imposed or implied by law are expressly excluded from this contract to the fullest extent permitted by law.
15 YOUR LIABILITY TO US You accept liability to us for any breach of contract or negligence. In addition to your liability to us under these Terms, you are also liable to us and agree to indemnify us:
(a) for all losses if you have acted fraudulently, whether alone or together with someone else; or
(b) where any act or omission of yours has contributed to causing us a loss; or
(c) against any liability that we may incur as a result of your act or omission, arising out of us supplying our goods to you. You may be liable for any loss we suffer from fulfiling illegal orders fraudulently made on what appear to be on your behalf; but only if you have contributed to or caused that loss.
16 OUR LIABILITY TO YOU You must notify us of any claim as soon as reasonably practicable of you becoming aware of it. If you suffer any loss because of our goods, you agree to take reasonable steps to avoid or minimise your loss (including ceasing to use defective goods where such defects are evident, or you have been advised not to use them). You agree we will not be liable for your loss to the extent if you fail to take those reasonable measures. If we have a liability to you under these Terms (including under clause 14) or otherwise in connection with any defective goods, our liability is limited to our (at our election) (i) replacing or repairing the defective goods, (ii) refunding or crediting to you the purchase price of the defective goods or (iii) where this is less than the cost of doing (i) or (ii), paying to you a sum equal to the actual direct loss suffered by you as a result of the defective goods. Our liability to you is fully satisfied by us providing one of these remedies. Except as required by applicable law, our liability will end at the expiry of any warranty period or 12 months from the date of purchase, whichever is the later. We are not liable to you for:
• any direct loss to the extent that you cause it (for example, through your breach of contract or negligence) or beyond our reasonable control; or
• any loss incurred by you from any misuse, accident, neglect or improper operation, maintenance, installation, modification or adjustment of our goods; or
• any loss, damages, cost or claim arising from your reliance on or use of any information we supply; or
• any loss of profit, loss of revenue, loss of savings, loss of contract, loss of business or loss of reputation or goodwill (whether direct or indirect) or for any consequential or indirect loss or damage of any kind suffered by you or any other person. To the fullest extent permitted by law, the exclusions and limitations of liability set out in these Terms apply whether the liability arises by way of warranty, contract, statute, tort (including but not limited to negligence), equity or otherwise.
17 CONSUMER PROTECTION LEGISLATION We are a trade supply business and so unless you advise us otherwise prior to making your order to either acquire or hire our goods, you will be deemed to have agreed with us that: (i) you and we are each in the business of trade, (ii) you and we each contract out of the Consumer Guarantees Act 1993 (CGA) with the effect that the CGA will not apply, and (iii) it is fair and reasonable that you and we are bound by these Terms. If you are not in the business of trade, it is important that you understand that we have obligations, and you have rights under certain legislation designed to SAR-388190-2-6-2 Page 5 protect consumers. This includes the Consumer Guarantees Act 1993 and Fair-Trading Act 1986. You can find more information about your rights at www.consumerprotection.govt.nz. To the extent they apply to you, we agree that these Terms do not impact those rights and must be read subject to those rights.
18 WE CAN COLLECT HOLD, USE AND SHARE INFORMATION ABOUT YOU You authorise us to collect and hold personal information about you and your related parties from any source we consider appropriate to be used for credit, administration, business analysis, service and marketing purposes. You further authorise us to disclose personal information about you and your related parties held by us to any other person for these purposes, including our related companies (including those outside New Zealand), our agents or service providers and any other parties who supply you or us credit.
19 YOU HAVE THE RIGHT TO SEE WHAT INFORMATION WE HOLD ABOUT YOU You may ask to see what personal information we hold about you and ask for any details that are wrong to be corrected. Unless we have a lawful reason for withholding this information, we will provide it to you. To request access to your personal data, please email info@ironback.co.nz, You should refer to the Privacy Act 2020 in respect of such requests.
20 CHANGES TO THESE TERMS AND HOW WE WILL TELL YOU We may amend these Terms from time to time. We may do this by changing or removing existing Terms or by adding new ones. Please ask us at any stage for a free copy of our current Terms. A copy of our current Terms will be available on our website www.ironback.co.nz We'll give you at least one month's notice before any changes take effect and we will tell you about any changes by displaying the change on our website, or writing to you, or emailing you. If we change any terms, any subsequent order or purchase made by you indicates acceptance of the changes.
21 CONFIDENTIAL INFORMATION You must keep confidential any information you receive from us which you would expect to be confidential or commercially sensitive. This not only includes information and pricing about our goods but also how we carry on business and do things. You can only disclose confidential or commercially sensitive information if the law requires you, or if we agree you can in writing.
22 INTELLECTUAL PROPERTY We may have intellectual property rights in any goods or equipment we supply to you or about how we operate. These rights include all copyright, trade mark and design rights and how we carry on business and do things. We retain those rights when we supply our goods or equipment to you, and you can only use them for the purpose for which they were supplied. You agree not to do anything that will endanger or disrupt our rights.
23 ASSIGNMENT You may not transfer your responsibilities under these Terms to anyone else unless you get our prior written approval. We may assign and have someone else perform our side of any agreement you have with us. We will tell you if we do this.
24 EVENTS BEYOND OUR CONTROL (FORCE MAJEURE) We always try to perform our obligations to you responsibly. However, we are not liable to you for any loss or delay caused by events beyond our control, that includes an act of God or nature, act of state, riot armed conflict, labour dispute, civil commotion, intervention of a government, sanctions, boycott, embargo or any other circumstance beyond our reasonable control. If we cannot perform our obligations due to an event beyond our control, we will try to tell you what obligations we cannot meet, why and for how long. You will not be required to pay for any goods not provided by us due to the circumstances contemplated by this clause.
25 ERRORS OR OMISSIONS Any errors or omissions in any quote, invoice, letter or notice are subject to correction by us.
26 SEVERABILITY SAR-388190-2-6-2 Page 6 Each term of every agreement you have with us is separately binding. If either party cannot rely on any term for any reason, either party can remove it from these Terms but only to the extent it is unlawful and unenforceable, and all other Terms remain binding and in full force.
27 NO WAIVER We do not have to use our rights under these Terms straight away. We can use our rights in different ways at different times, and if we chose not to take action immediately, nothing prevents us from still using those rights later, unless of course we have agreed not to do so in writing.
28 NEW ZEALAND LAW APPLIES New Zealand law governs these Terms.
29 SENDING NOTICES If you need to contact us for any reason relating to these Terms, you should email us at info@ironback.co.nz . You agree we can choose how we give you that information. We may email you, post something to you, text you or phone you. We will use your last known contact details we have. We can assume any bill or notice we send by post has been delivered 3 working days after we post it and if sent electronically has been received by you on the date, it was sent. Please tell us if you change your address or other contact details. You also agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communication is in writing.
30 ENDING OUR AGREEMENT BETWEEN US If you want to end your entire agreement with us, please contact us. Our agreement with you will end once you meet all your outstanding obligations to us. We may end the whole agreement at any time if you do not: (a) pay our invoices by the agreed due date for payment, or (b) meet your other responsibilities to us. We may end the agreement for any other reason by giving you at least 30 days' notice.
31 RIGHTS AND RESPONSIBILITIES THAT CONTINUE If our agreement ends, we will stop providing our goods to you, but it does not affect any rights and responsibilities which are intended to continue or come into force afterwards
Link to original "Terms of Trade.docx"