In these Conditions:
(a) “Buyer” means Fuji Xerox New Zealand Limited;
(b) “Terms and Conditions” means the terms and conditions contained in the Purchase Order;
(c) “Goods” means all goods referred to in the Purchase Order whether raw materials, processed materials or fabricated products to be supplied by Seller;
(d) “Intellectual Property Rights” means any patent, copyright, design or trade mark and any right to registration of any patent, copyright, design or trade mark, or any other similar or other like right, including rights to trade secrets, know-how and proprietary or confidential information;
(e) “Price” means the price to be paid by Buyer to Seller for the Goods or Services;
(f) “Purchase Order” means Buyer’s purchase order;
(g) “Seller” means the Person to whom the Purchase Order is issued;
(h) “Services” means services referred to in the Purchase Order to be provided by Seller;
(i) “Person” includes legal person.
The Seller warrants that the Goods or Services:
(a) Conform to any description provided by the Seller;
(b) Conform to specifications agreed between the Buyer and the Seller;
(c) Comply with all applicable regulations and New Zealand Standards and are supplied with all necessary approvals and certification
(d) Are of merchantable quality and are fit for the purpose for which they are sold;(e) Are new (unless otherwise specified);
(f) Are free of all charges, liens and encumbrances;
(g) Carry a commercially realistic remaining period at date of receipt, for goods with “use-by” dates;
(h) Do not infringe the Intellectual Property Rights of any person; and
The minimum warranty period is 12 months from the date the goods or services are accepted and these warranties are additional to any other warranties or guarantees contained in the purchase order or implied by law or provided by the supplier or any third party.
Time is of the essence in respect to the Seller’s obligations for delivery. The Seller must deliver the goods by the time and date, which are indicated in the purchase order. All goods are to be delivered DDP (Delivered Duty Paid) to the address indicated on the purchase order. Proof of delivery signed by an authorised Buyer representative is required to be held by the Seller as a record the Goods have been delivered. The Buyer’s acknowledgment of delivery does not imply acceptance of the quality or quantity of Goods. Acceptance occurs only after the inspection and approval of both the quality and quantity of the Goods delivered.
4. Rejection of Goods
Where the Goods are not delivered within the time specified on the Purchase Order, the Buyer may refuse to accept Goods and terminate the Purchase Order; or at its option make alternative arrangements for supply. The Buyer may also reject Goods not conforming with the Purchase Order, upon delivery or at any time thereafter. Payment for such Goods shall not prejudice the right of rejection. Any payment made to the Seller by the Buyer with respect to Goods, which are later rejected by the Buyer, must be refunded.
5. Purchase Order Acceptance
All Purchase Orders shall bear a number and be signed by the Buyer. All Purchase Orders shall be subject to these Terms and Conditions and any additional conditions noted in the Purchase Order. The supply of Goods and/or Services by the Seller shall constitute acceptance by the Seller of these Terms and Conditions as the only terms and conditions relevant to this transaction.
The Seller must quote on all invoices and delivery dockets, the number appearing on the Purchase Order. Any Buyer part number appearing on the Purchase Order must be shown on all invoices and delivery notes, and on the Goods label.
6. Invoice Terms
Payment of tax invoices will be made within 45 days from the end of the month of either the date of the invoice or the date of delivery, whichever is the later.
The Price of the Goods is that specified in the Purchase Order. The Price excludes GST, and will include all other duties, taxes (excluding GST), levies, imposts and other like costs as well as the full cost of packaging and marking and delivery. GST is to be shown separately on the invoice.
8. Title & Risk
The property and risk in the Goods remains with the Seller until they are both delivered and accepted at the delivery point specified in the Purchase Order, whereupon property and risk pass to the Buyer.
The Buyer shall be entitled at any time to return to the Seller any goods supplied that do not comply with the warranties given by Seller and to obtain a full refund in respect of the purchase price thereof.
The Seller warrants that it has currently in place product liability insurance cover for a reasonable amount bearing in mind the nature of the Goods or Services being supplied and cover for such other risks as is usual or reasonable in the circumstances or as directed by the Buyer. Where requested by the Buyer, the Seller shall have the Buyer named as an insured party on any insurance and shall provide certificates of currency for these policies.
10. General Indemnity
The Seller shall indemnify the Buyer against any and all claims, actions, losses, damages, liabilities, expenses, or penalties, arising either indirectly or directly out of: the failure to comply with any requirement of Law; or any wilful or negligent act or omission.
11. Intellectual Property Indemnity
In particular, the Seller will indemnify and keep indemnified the Buyer against any liability, cost (including the cost of defending such claim on a solicitor and client basis) or claim for infringement of Intellectual Property Rights arising from the use or sale of any Goods or Services.
The Seller must not disclose any of the Buyer’s confidential information to any person and must not use the Buyer’s confidential information for any purpose other than the provision of the Goods or Services under the Purchase Order.
13. Hazardous Goods
The Seller shall observe the requirements of New Zealand law and any international agreements, treaties or conventions to which the New Zealand government is a party in relation to the packing, labeling and carriage of hazardous goods.
All information held by, or reasonably available to, the Seller regarding any potential hazards known or believed to exist in transport, handling or use of the Goods shall be promptly communicated in writing to the Buyer. A Material Safety Data Sheet (MSDS) written in English, must accompany, the first delivery of materials and each first delivery following a change to the materials MSDS
No variations to a Purchase Order will be accepted unless it is in writing signed by the Buyer.
15. No Waiver
The Buyer’s delay or failure to exercise a right or remedy does not operate as a waiver of that right or remedy.
16. No Assignment
The rights Purchase Order shall not be assigned or sub-contracted, in whole or in part, by the Seller without the prior written approval of Buyer.
17. Default & Termination
If the Seller is in default of any provisions of this Purchase Order and such default is not rectified within seven (7) days of receipt of notice from the Buyer to rectify such default; or is adjudged bankrupt or if it shall make a general assignment for the benefit of its creditors; or has a receiver, liquidator, administrator or other controller of property appointed to the Seller on account of its solvency or ability to pay its debts as they fall due; then, the Buyer may, without prejudice to any other rights or remedies it may have hereunder, terminate this Purchase Order.
18. Dispute Resolution
In the event of any dispute or differences, the parties shall first attempt to resolve same between them by escalation to the senior management of the parties before proceeding to alternate dispute resolution or litigation as a last resort
19. No Merger
The rights and obligations of the parties will not merge on the completion of any transaction contemplated by this Agreement.
20. Governing Law and Jurisdiction
The purchase shall be governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts exercising jurisdiction there.