1.1 “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments
expressed to be supplemental to this Contract.
1.2 “R & S Trade Centre” means PR & CG Cossham T/A R & S Trade Centre, its successors and assigns or any person acting on behalf of and
with the authority of PR & CG Cossham T/A R & S Trade Centre.
1.3 “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting R & S Trade Centre to
provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
(a) if there is more than one Client, is a reference to each Client jointly and severally; and
(b) if the Client is a partnership, it shall bind each partner jointly and severally; and
(c) if the Client is a part of a trust, shall be bound in their capacity as a trustee; and
(d) includes the Client’s executors, administrators, successors and permitted assigns.
1.4 “Goods” means all Goods or Services supplied by R & S Trade Centre to the Client at the Client’s request from time to time (where the context
so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.5 "Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this
Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client
information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic
contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous
credit applications, credit history) and pricing details.
1.6 “Price” means the Price payable for the Goods, as agreed between R & S Trade Centre and the Client in accordance with clause 4 below, which
shall be in New Zealand Dollars ($NZD) and exclusive of GST (as per clause 4.4).
2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client
places an order for Goods, or accepts Delivery.
2.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties
have entered into, the terms of this Contract shall prevail.
2.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
2.4 The Client acknowledges that the supply of Goods on credit shall not take effect until the Client has completed a credit application with R & S
Trade Centre and it has been approved with a credit limit established for the account.
2.5 In the event that the supply of Goods requested exceeds the Client’s credit limit and/or the account exceeds the payment terms, R & S Trade
Centre reserves the right to refuse Delivery.
2.6 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract
and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.
2.7 Any sale that cannot be completed for any reason will be deemed cancelled and the Client will be refunded.
3. Change in Control
3.1 The Client shall give R & S Trade Centre not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client
and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax
number/s, or business practice). The Client shall be liable for any loss incurred by R & S Trade Centre as a result of the Client’s failure to comply
with this clause.
4. Price and Payment
4.1 At R & S Trade Centre’s sole discretion the Price shall be either:
(a) as indicated on any invoice provided by R & S Trade Centre to the Client; or
(b) the Price as at the date of Delivery, according to R & S Trade Centre’s current price list, which are subject to change without notice; or
(c) R & S Trade Centre’s quoted price (subject to clause 4.2) which will be valid for the period stated in the quotation, or otherwise for a period
of thirty (30) days.
4.2 R & S Trade Centre reserves the right to change the Price:
(a) if a variation to the Goods which are to be supplied is requested; or
(b) in the event of increases to R & S Trade Centre in the cost of labour or materials, or fluctuations in currency exchange rates, which are
beyond R & S Trade Centre’s control.
4.3 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by R & S Trade Centre,
which may be:
(a) on order placement; or
(b) for credit account holders, twenty (20) days following the end of the month of the date of any invoice/s and/or statement furnished to the
Client by R & S Trade Centre; or
(c) the date specified on any invoice or other form as being the date for payment; or
(d) failing any notice to the contrary, the date which is seven (7) days following date of any invoice furnished to the Client by R & S Trade
4.4 Payment may be made by credit card, PayPal, or by any other method as agreed to between the Client and R & S Trade Centre.
4.5 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to R & S Trade Centre an amount equal to
any GST R & S Trade Centre must pay for any supply by R & S Trade Centre under this Contract or any other agreement for the sale of the
Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays
the Price. In addition the Client must pay any other taxes and duties that may be applicable in addition to the Price, except where they are
expressly included in the Price.
5. Description of the Goods
5.1 The description, illustration and performances contained in catalogues, price lists and other advertising material are approximately only and used
by way of general description. The Goods are supplied in accordance with normal industry standards of manufacture and R & S Trade Centre
will not be liable to the Client in respect of Goods which comply with these standards.
6.1 Delivery of the Goods (“Delivery”) is taken to occur at the time that the nominated carrier delivers the Goods to the Client’s nominated address.
In the absence of the Client (or its nominated agent) from the address:
(a) a calling card will be left at the address, notifying the Client to contact the carrier for collection or additional Delivery (which shall be charged
at a flat fee of ten dollars ($10.00); and
(b) Delivery will be deemed to have been made at the time, date and place certified by the carrier.
6.2 At R & S Trade Centre’s sole discretion, the cost of Delivery is:
(a) included in the Price for the greater Christchurch area; or
(b) in addition to the Price for any other area.
6.3 The Client must take Delivery, by receipt or collection of the Goods, whenever they are tendered for Delivery. In the event that the Client is
unable to take Delivery as arranged, then R & S Trade Centre shall be entitled to charge a reasonable fee for redelivery and/or storage.
6.4 R & S Trade Centre may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the
provisions in these terms and conditions.
6.5 R & S Trade Centre’s estimated time for Delivery is between three (3) to seven (7) days from confirmed receipt of the Client’s order and/or
payment, which may be increased by one (1) or two (2) days for Delivery to rural areas. However, any time or date given by R & S Trade Centre
to the Client is an estimate only. The Client must still accept Delivery even if late, and R & S Trade Centre will not be liable for any loss or
damage incurred by the Client as a result of Delivery being late.
7.1 Risk of damage to or loss of the Goods passes to the Client on Delivery, and the Client must insure the Goods on or before Delivery.
7.2 If any of the Goods are damaged or destroyed following Delivery, but prior to ownership passing to the Client, R & S Trade Centre is entitled to
receive all insurance proceeds payable for the Goods. The production of these terms and conditions by R & S Trade Centre is sufficient
evidence of R & S Trade Centre’s rights to receive the insurance proceeds without the need for any person dealing with R & S Trade Centre to
make further enquiries.
7.3 If the Client requests that the Goods be delivered to an unattended location, then such Goods shall be left at the Client’s sole risk.
7.4 R & S Trade Centre is not responsible for any loss or damage to the Goods in transit. The Client must, upon identifying the loss or damage on
receipt of the Goods, lodge a claim with the carrier within twenty-four (24) hours of the date of receipt of the Goods. R & S Trade Centre will
render the Client such assistance as may be necessary to press claims on carriers, provided the Client has notified R & S Trade Centre and the
carrier in writing immediately.
8.1 R & S Trade Centre and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid R & S Trade Centre all amounts owing to R & S Trade Centre; and
(b) the Client has met all of its other obligations to R & S Trade Centre under this, or any other, contract.
8.2 Receipt by R & S Trade Centre of any form of payment other than cash shall not be deemed to be payment until that form of payment has been
honoured, cleared or recognised, and until then R & S Trade Centre’s rights and ownership in relation to the Goods, and this Contract, shall
8.3 It is further agreed that, until ownership of the Goods passes to the Client in accordance with clause 8.1:
(a) the Client is only a bailee of the Goods and must return the Goods to R & S Trade Centre on request.
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for R & S Trade Centre and must pay to R & S Trade Centre the
proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
(c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for
market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on
trust for R & S Trade Centre and must pay or deliver the proceeds to R & S Trade Centre on demand.
(d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the
resulting product on trust for the benefit of R & S Trade Centre and must sell, dispose of or return the resulting product to R & S Trade
Centre as it so directs.
(e) the Client irrevocably authorises R & S Trade Centre to enter any premises where R & S Trade Centre believes the Goods are kept and
recover possession of the Goods, without liability for trespass or and damage caused thereby.
(f) R & S Trade Centre may recover possession of any Goods in transit, whether or not Delivery has occurred.
(g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they
remain the property of R & S Trade Centre.
(h) R & S Trade Centre may commence proceedings to recover the Price of the Goods sold, notwithstanding that ownership of the Goods has
not passed to the Client.
(i) R & S Trade Centre shall be entitled to retain and/or resell the Goods repossessed pursuant to sub-clause (e).
9. Personal Property Securities Act 1999 (“PPSA”)
9.1 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:
(a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and
(b) a security interest is taken in all Goods that have previously been supplied, and that will be supplied in the future, by R & S Trade Centre to
9.2 The Client undertakes to:
(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects)
which R & S Trade Centre may reasonably require to register a financing statement or financing change statement on the Personal Property
(b) indemnify, and upon demand reimburse, R & S Trade Centre for all expenses incurred in registering a financing statement or financing
change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
(c) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third
party without the prior written consent of R & S Trade Centre; and
(d) immediately advise R & S Trade Centre of any material change in its business practices of selling the Goods which would result in a change
in the nature of proceeds derived from such sales.
9.3 R & S Trade Centre and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
9.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA.
9.5 Unless otherwise agreed to in writing by R & S Trade Centre, the Client waives its right to receive a verification statement in accordance with
section 148 of the PPSA.
9.6 The Client shall unconditionally ratify any actions taken by R & S Trade Centre under clauses 9.1 to 9.5.
9.7 Subject to any express provisions to the contrary (including those contained in this clause 9), nothing in these terms and conditions is intended
to have the effect of contracting out of any of the provisions of the PPSA.
10. Security and Charge
10.1 In consideration of R & S Trade Centre agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or
several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance
by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
10.2 The Client indemnifies R & S Trade Centre from and against all R & S Trade Centre’s costs and disbursements including legal costs on a
solicitor and own client basis incurred in exercising R & S Trade Centre’s rights under this clause.
10.3 The Client irrevocably appoints R & S Trade Centre and each director of R & S Trade Centre as the Client’s true and lawful attorney/s to perform
all necessary acts to give effect to the provisions of this clause 10 including, but not limited to, signing any document on the Client’s behalf.
11. Defects, Returns and Warranties
11.1 The Client shall inspect the Goods on Delivery and shall within seven (7) days of such time (being of the essence) notify R & S Trade Centre of
any alleged defect, shortage in quantity, damage or failure to comply with the description, order or quotation. The Client shall afford R & S Trade
Centre an opportunity to inspect the Goods within a reasonable time following such notification if the Client believes the Goods are defective in
any way. If the Client shall fail to comply with these provisions, the Goods shall be presumed to be free from any defect or damage. For
defective Goods, which R & S Trade Centre has agreed in writing that the Client is entitled to reject, R & S Trade Centre’s liability is limited to
either (at R & S Trade Centre’s discretion) replacing the Goods or repairing the Goods.
11.2 Returns will only be accepted provided that:
(a) the Client has complied with the provisions of clause 11.1; and
(b) R & S Trade Centre has agreed in writing to accept the return of the Goods; and
(c) the Goods are returned at the Client’s cost within ten (10) days of the date of Delivery; and
(d) R & S Trade Centre will not be liable for Goods which have not been stored or used in a proper manner; and
(e) the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in
as new condition as is reasonably possible in the circumstances.
11.3 R & S Trade Centre may, in its absolute discretion, accept non-defective Goods for return, in which case R & S Trade Centre may require the
Client to pay handling fees of up to fifteen percent (15%) of the value of the returned Goods, plus any freight costs.
11.4 For Goods not manufactured by R & S Trade Centre, the warranty shall be the current warranty provided by the manufacturer of the Goods. R &
S Trade Centre shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the
manufacturer of the Goods.
12. Intellectual Property
12.1 Where R & S Trade Centre has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and
documents shall remain the property of R & S Trade Centre.
12.2 The Client warrants that all designs, specifications or instructions given to R & S Trade Centre will not cause R & S Trade Centre to infringe any
patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify R & S Trade Centre against any
action taken by a third party against R & S Trade Centre in respect of any such infringement.
12.3 The Client agrees that R & S Trade Centre may (at no cost) use for the purposes of marketing or entry into any competition, any documents,
designs, drawings or Goods which R & S Trade Centre has created for the Client.
13. Default and Consequences of Default
13.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half
percent (2.5%) per calendar month (and at R & S Trade Centre’s sole discretion such interest shall compound monthly at such a rate) after as
well as before any judgment.
13.2 If the Client owes R & S Trade Centre any money the Client shall indemnify R & S Trade Centre from and against all costs and disbursements
incurred by R & S Trade Centre in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own
client basis, R & S Trade Centre’s collection agency costs, and bank dishonour fees).
13.3 Further to any other rights or remedies R & S Trade Centre may have under this Contract, if the Client has made payment to R & S Trade
Centre by credit card, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in
addition to any further costs incurred by R & S Trade Centre under this clause 13 where it can be proven that such reversal is found to be illegal,
fraudulent or in contravention to the Client’s obligations under this Contract.
13.4 Without prejudice to any other remedies R & S Trade Centre may have, if at any time the Client is in breach of any obligation (including those
relating to payment) under these terms and conditions R & S Trade Centre may suspend or terminate the supply of Goods to the Client and/or
the Client’s credit account. R & S Trade Centre will not be liable to the Client for any loss or damage the Client suffers because R & S Trade
Centre has exercised its rights under this clause.
13.5 Without prejudice to R & S Trade Centre’s other remedies at law R & S Trade Centre shall be entitled to cancel all or any part of any order of the
Client which remains unfulfilled and all amounts owing to R & S Trade Centre shall, whether or not due for payment, become immediately
(a) any money payable to R & S Trade Centre becomes overdue, or in R & S Trade Centre’s opinion the Client will be unable to make a
payment when it falls due;
(b) the Client has exceeded any applicable credit limit provided by R & S Trade Centre;
(c) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an
assignment for the benefit of its creditors; or
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
14.1 R & S Trade Centre may cancel any contract to which these terms and conditions apply, or cancel Delivery at any time before the Goods are
delivered, by giving written notice to the Client. On giving such notice R & S Trade Centre shall repay to the Client any money paid by the Client
for the Goods. R & S Trade Centre shall not be liable for any loss or damage whatsoever arising from such cancellation.
14.2 In the event that the Client cancels this Contract, or Delivery, the Client shall be liable for any and all loss incurred (whether direct or indirect) by
R & S Trade Centre as a direct result of the cancellation (including, but not limited to, any loss of profits).
14.3 Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production
has commenced, or an order has been placed.
15.1 All emails, documents, images or other recorded information held or used by R & S Trade Centre is Personal Information as defined and
referred to in clause 15.3 and therefore considered confidential. R & S Trade Centre acknowledges its obligation in relation to the handling, use,
disclosure and processing of Personal Information pursuant to the Privacy Act 1993 (“the Act”) including Part II of the OECD Guidelines and as
set out in Schedule 5A of the Act and any statutory requirements where relevant in a European Economic Area “EEA” under the EU Data
Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). R & S Trade Centre
acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s Personal Information, held by R & S
Trade Centre that may result in serious harm to the Client, R & S Trade Centre will notify the Client in accordance with the Act and/or the GDPR.
Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the
Client by written consent, unless subject to an operation of law.
15.2 Notwithstanding clause 15.1, privacy limitations will extend to R & S Trade Centre in respect of cookies where the Client utilises R & S Trade
Centre’s website to make enquiries. R & S Trade Centre agrees to display reference to such cookies and/or similar tracking technologies, such
as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:
(a) IP address, browser, email client type and other similar details;
(b) tracking website usage and traffic; and
(c) reports are available to R & S Trade Centre when R & S Trade Centre sends an email to the Client, so R & S Trade Centre may collect and
review that information (“collectively Personal Information”)
consent, the Client may manage and control R & S Trade Centre’s privacy controls via the Client’s web browser, including removing
cookies by deleting them from the browser history when exiting the site.
15.3 The Client authorises R & S Trade Centre or R & S Trade Centre’s agent to:
(a) access, collect, retain and use any information about the Client;
(i) (including, name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical
insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any
overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or
(ii) for the purpose of marketing products and services to the Client.
(b) disclose information about the Client, whether collected by R & S Trade Centre from the Client directly or obtained by R & S Trade Centre
from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit
reference, debt collection or notifying a default by the Client.
15.4 Where the Client is an individual the authorities under clause 15.3 are authorities or consents for the purposes of the Privacy Act 1993.
15.5 The Client shall have the right to request (by e-mail) from R & S Trade Centre, a copy of the Personal Information about the Client retained by R
& S Trade Centre and the right to request that R & S Trade Centre correct any incorrect Personal Information.
15.6 R & S Trade Centre will destroy Personal Information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in
order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
15.7 The Client can make a privacy complaint by contacting R & S Trade Centre via e-mail. R & S Trade Centre will respond to that complaint within
seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within twenty (20) days of receipt of the
complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information
Commissioner at http://www.privacy.org.nz/comply/comptop.html
16.1 The failure by R & S Trade Centre to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor
shall it affect R & S Trade Centre’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid,
void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or
16.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the
jurisdiction of the Christchurch Courts of New Zealand.
16.3 R & S Trade Centre shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss
of profit) suffered by the Client arising out of a breach by R & S Trade Centre of these terms and conditions (alternatively R & S Trade Centre’s
liability shall be limited to damages which under no circumstances shall exceed the Price).
16.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by R & S Trade
Centre nor to withhold payment of any invoice because part of that invoice is in dispute.
16.5 If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer
Guarantees Act 1993 do not apply to the supply of Goods by R & S Trade Centre to the Client.
16.6 The Client hereby disclaims any right to rescind, or cancel any contract with R & S Trade Centre, or to sue for damages, or to claim restitution,
arising out of any inadvertent misrepresentation made to the Client by R & S Trade Centre, and the Client acknowledges that the Goods are
bought relying solely upon the Client’s skill and judgment.
16.7 R & S Trade Centre may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
16.8 The Client agrees that R & S Trade Centre may amend their general terms and conditions for subsequent future contracts with the Client by
disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes,
or otherwise at such time as the Client makes a further request for R & S Trade Centre to provide Goods to the Client.
16.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event
beyond the reasonable control of either party.
16.10 The Client warrants that it has the power to enter into this Contract and has obtained all necessary authorisations to allow it to do so, it is not
insolvent and that this Contract creates binding and valid legal obligations on it.