New Zealand Mail Group
Terms & Conditions for Supply of Postal Products
1.1 The following terms and conditions (Terms) shall be incorporated into each contract entered between the Customer and New Zealand Mail Group Limited (NZMG) for the supply of Postal Products except to the extent expressly varied by signed agreement in writing between them (notwithstanding any verbal indication to the contrary by any person acting or purporting to act on behalf of NZMG).
1.2 A binding contract is created between the Customer and NZMG when the Customer places an order which is then accepted by NZMG within the meaning of these Terms. Each accepted Order shall constitute a separate contract.
2.1 Act means the Postal Services Act 1998.
2.2 Customer means the person purchasing Postal Products or services from NZMG.
2.3 Customer Number means the Customer’s account number with NZMG as specified or advised by NZMG to the Customer.
2.4 Delivery means delivery of Postal Products to the Customer within the meaning of clause 4.2 of these Terms.
2.5 Delivery Address for Products means the address for delivery to the Customer of the Postal Products to be supplied by NZMG to the Customer pursuant to any Order, expressly approved in writing by NZMG (whether in a Quote or otherwise) for the Order.
2.6 Delivery Times for Products means the target times for despatch to the Customer of Postal Products ordered by the Customer, as stated in clause 3.6 of these Terms.
2.7 Due Date for Payment
- in respect of the Price of the Postal Products, means, unless specified or agreed otherwise by NZMG with the Customer, including in respect of any specific Order, the 20th of the month following the date of Delivery of the relevant Postal Products; and
- in respect of any other amounts payable by the Customer, means within 7 days of receipt of invoice for the relevant amount or such other time within which payment is expressly required by these Terms.
2.8 End-User means a person who purchases the Postal Products for its own use (and not for re-sale).
2.9 Event of Default in respect of a Customer means an event where:
- the Customer fails to comply with these Terms or any contract with NZMG; or
- the Customer commits an act of bankruptcy; or
- the Customer enters into any composition or arrangement with its creditors; or
- if the Customer is a company:
- (i) the Customer does anything which would make it liable to be put into liquidation; or
- (ii) a resolution is passed or an application is made for the liquidation of the Customer; or
- (iii a receiver or statutory or official manager is appointed over all or any of the Customer’s assets or the Customer, its board or shareholders, is considering appointing an administrator or liquidator; or
- (iv) an administrator is appointed to the Customer; or
- an administrator is appointed to the Customer; or
- anything analogous to or having similar effect to any of the other events above arises in respect of the Customer.
2.10 GNA Services means (to the extent such services are provided by New Zealand Post under the NZMG Pre-Paid Access Agreement) New Zealand Post returning a NZMG Letter which New Zealand Post has not been able to deliver on behalf of NZMG either to:
- the sender where such sender’s address is clearly visible on the NZMG Letter; or
- NZMG where the sender’s address is not clearly visible on the NZMG Letter.
2.11 GST means goods and services tax chargeable in accordance with the Goods and Services Tax Act 1985.
2.12 High Risk has the meaning attributed to that term in the Postal Users Guide.
2.13 Letter means;
- any form of written communication, or any other document or article:
- includes an envelope, packet, package, or wrapper containing such a communication, document or article.
- (ii) that is to be conveyed other than by electronic means; and
- (i) that is addressed to a specific person or a specific address; and
2.14 Minimum Order Quantity means, in respect of a Postal Product, the minimum amount of such Postal Product required for any Order, as specified from time to time by NZMG.
2.15 New Customer Form means the form which may be provided by NZMG in hard copy or on the Online Store to be completed by the Customer before making an Order for Postal Products from NZMG.
2.16 New Zealand Post means New Zealand Post Limited.
2.17 New Zealand Post Lodgement Point means New Zealand Post mail centres as are specified by NZMG from time to time and any public letterbox erected and maintained by New Zealand Post in accordance with the Act, as well as Rural Mail Boxes, provided that New Zealand Post Lodgement Points may be added or deleted at any time.
2.18 NZMG means New Zealand Mail Group Limited.
2.19 NZMG Pre-Paid Access Agreement means the Access Agreement dated 25 February 2009 made between New Zealand Post and NZMG in respect of the provision by New Zealand Post of certain sorting, distribution and delivery services in relation to NZMG Letters (as amended from time to time) (or such replacement agreement as may be entered into by NZMG and New Zealand Post at any time).
2.20 NZMG Letter means any Letter which bears a NZMG Postage Stamp (and, unless the context otherwise requires, includes a NZMG Postage Included Envelope) and which complies with New Zealand Post’s requirements for delivery of medium, large, extra-large and over-sized envelope letters under New Zealand Post’s Standard Post and NZMG’s own requirements for such delivery of NZMG Letters (in each case including as to dimensions and weight limits, envelope layout and addressing standards and other requirements) as specified by NZMG from time to time and which:
- is affixed with NZMG Postage Stamps of sufficient denomination or face value or (where NZMG Postal Stamps are issued without a face value) with a sufficient number of NZMG Postage Stamps (or, in the case of a NZMG Postage Included Envelope, bears the NZMG impression made by NZMG) to cover the postage required for the relevant New Zealand Post Service as set out in the Postal Users Guide from time to time;
- carries any other stickers (or impressions of such stickers) required by New Zealand Post in order to qualify for the relevant Service;
2.21 NZMG Postage Included Envelopes means a pre-printed envelope issued by NZMG, bearing the NZMG impression and which contains a postal identifier of NZMG recorded on the register of postal operators maintained under the Act.
2.22 NZMG Postage Stamps means a postage stamp issued by NZMG containing a postal identifier of NZMG recorded on the register of postage operators maintained under the Act.
2.23 Online Store means NZMG’s online store located at www.nzmail.co.nz (or such other replacement website designated by NZMG from time to time).
2.24 Order means an order for Postal Products made by the Customer pursuant to and in accordance with clauses 3.2 and 3.3 of these Terms.
2.25 Personalised Postal Products means Postal Products that are not NZMG’s “off the shelf” generic products and which are created specifically for the Customer utilising logos, brand names, images, trade marks and/or photographs associated with or provided or requested by the Customer or otherwise created pursuant to the Customer’s specification or specific request.
2.26 Postal Products means domestic and international NZMG Postage Stamps and NZMG Postage Included Envelopes and such other goods as NZMG may specify as supplied under these Terms (as detailed in each invoice issued to the Customer by NZMG) and includes Personalised Postal Products and any Postal Services forming part of the supply of any Postal Products.
2.27 Postal Services means the postal services provided or (where applicable) agreed to be provided by NZMG to the Customer in relation to NZMG Letters under section 9 of these Terms.
2.28 Postal Users Guide means the New Zealand Post Postal Users Guide, which forms part of the Public Contract.
2.29 PPSA means the Personal Property Securities Act 1999.
2.30 Price means the purchase price of the Postal Products to the Customer as specified by NZMG (as may be varied in accordance with these Terms), and any other costs or sums payable by the Customer under these Terms in respect of the supply or delivery of the Postal Products to the Customer.
2.31 Prohibited Items means an item which is Prohibited under the Postal Users Guide.
2.32 Public Contract means the New Zealand Post Public Contract (as published from time to time by New Zealand Post), which includes the Postal Users Guide.
2.33 Purchaser means a person who purchases Postal Products from a Reseller.
2.34 Quote means a quotation or pricing offer given by NZMG to the Customer in writing in relation to the supply of Postal Products (or certain Postal Products) to the Customer by NZMG.
2.35 Reseller means a Customer that is approved in writing by NZMG to sell to the public NZMG Postage Stamps and/or NZMG Postage Included Envelopes (and/or such other NZMG products as NZMG may approve) purchased by the Customer from NZMG.
2.36 Returns Policy means NZMG’s returns policy from time to time, which is available on request.
2.37 Rural Mailbox means a letterbox owned by a member of the public, situated on a New Zealand Post rural delivery round and from where New Zealand Post collects, or deposits (as appropriate) items for delivery for or to that member of the public.
2.38 Standard Rate means the advertised card price for Postal Products as specified on NZMG’s website located at www.nzmail.co.nz (or such other replacement website designated by NZMG from time to time).
2.39 Terms means these NZMG terms and conditions.
2.40 Working Day means a day of the week other than:
- Saturday, Sunday, Waitangi Day, Good Friday, Easter Monday, Anzac Day, the sovereign’s birthday and Labour Day;
- Christmas Day, Boxing Day, New Year’s Day and the second day of January, or, if those days fall on a Friday, Saturday or Sunday, the days on which those days are observed as holidays pursuant to the Holidays Act 2003;
- The Anniversary Day of the province in which the premises of NZMG or any distribution or storage facility of NZMG is located at any time.
3. SUPPLY OF POSTAL PRODUCTS
3.1 These Terms govern the supply of Postal Products to the Customer. The Customer is deemed to have accepted these Terms when it makes an Order for Postal Products from NZMG and/or takes Delivery of Postal Products from NZMG.
3.2 The Customer may place an Order by sending the Order to NZMG by any of the following methods:
- Telephone: 0800 469 624 or 09 307 5858.
- Email: email@example.com
- Facsimile: 09 307 2300; or
- Online Store: www.nzmail.co.nz.
3.3 An Order for Postal Products must be:
- for not less than the Minimum Order Quantity; and
- accompanied by the Customer Number and such other information as may be requested by NZMG in respect of the Order.
3.4 An Order for Postal Products shall only be deemed to have been accepted by NZMG if accepted in writing by NZMG or Delivery of the Postal Products is made to the Customer. The Customer may not cancel an Order without the written agreement of NZMG. To avoid doubt, an Order made on the Online Store is not accepted by NZMG until NZMG has sent the Customer an email confirming that it has accepted the Order.
3.5 NZMG will use reasonable endeavours to despatch the Postal Products to the Customer within the Delivery Times for Products (but, to avoid doubt, NZMG will not be liable for any delay due to stock levels or otherwise). NZMG may deliver the Postal Products by instalments. Each instalment shall be treated as a separate contract subject to these Terms. Failure to fully deliver the Postal Products in any Order shall not entitle the Customer to cancel any contract relating to the Postal Products.
3.6 The Delivery Times for Products stated in this clause are an estimate only. NZMG is not liable for any delay in delivery of the Postal Products (and delivery is also subject to the terms and conditions of carriage of the carrier contracted by NZMG to deliver such Products).
- Orders for unprinted NZMG Postage Included Envelopes received prior to 3pm on a Working Day and being despatched from NZMG’s storage facility will be despatched “same day” dependent on stock levels held at the time of the Order.
- Orders for volume and printed NZMG Postage Included Envelopes received prior to 3pm on a Working Day will be despatched as soon as available for despatch. This is estimated to be 1-2 days for volume unprinted stock. For printed or production stocks the time will be dependent on production schedules. NZMG will endeavour to notify the Customer of the expected times of despatch at the time of acceptance of Order by NZMG.
- Orders for NZMG Postage Stamps received prior to 3pm on a Working Day will be despatched via courier dependent on stock levels at the time of the Order.
3.7 The Customer may only reject Postal Products which are unsuitable due to damage or defect (which must have occurred prior to Delivery of the Postal Product(s)) if:
- the Customer notifies NZMG in writing within 7 days of Delivery of the Postal Products; and
- NZMG can inspect the Postal Product(s) or the Customer provides evidence of the damage or defect (and that it occurred prior to Delivery) which is satisfactory to NZMG.
Defective or damaged Postal Products shall at NZMG’s discretion be repaired or replaced, or NZMG may refund the price paid by the Customer.
3.8 NZMG may, in its complete discretion, agree to the return of Postal Products if the return is within NZMG’s Returns Policy. Any request for the return of Postal Products must be made by the Customer calling NZMG’s Customer Service Team on 0800 469 624 (or such other number as NZMG specifies for this purpose from time to time) quoting:
- the Customer Number;
- the number of the invoice(s) relating to the relevant Postal Products;
- details of the Postal Product(s) proposed to be returned; and
- the reason(s) for the proposed return.
4. RETURN OF POSTAL PRODUCTS
4.1 If the return of any Postal Product(s) is accepted by NZMG, NZMG may provide a courier bag for return of NZMG Postage Stamps or a courier collection for boxes of NZMG Postage Included Envelopes.
4.2 In the case of a courier bag provided for return, the Customer must write the Customer Number on the courier pack or mark this clearly on a visible label or paper on the return packaging being returned.
4.3 In addition the Customer must provide with the Postal Product(s) returned a copy of the invoice that accompanied the Postal Products when they were Delivered to the Customer and comply with such other requests as may reasonably be made by NZMG in respect of the return of such Postal Product(s).
4.4 All returned items must be in new unused condition and must be returned to:
Credit & Returns c/o New Zealand Mail Group
14 Honan Place
4.5 How to organise your return:
- Obtain a Return Request form from our Customer Service team.
- Email us at firstname.lastname@example.org or call us on 0800469624.
4.6 Who organises the courier?
- If the reason for the return was an error on our part, then we will email you a return courier ticket.
- If the reason for the return was an error on you our customer part, then you will need to organise your own courier to return at your risk
4.7 Once you have the Return Request form, please print, and enclose inside the box with returning goods.
- If we are sending you a courier ticket, attach the ticket to the outside of the package and please print and enclose the Return Request form inside the box with returning the goods.
- If you are sending the goods back via your courier, make sure the Return Request form is enclosed with the goods.
- If you are dropping the goods back to us in person, follow the same procedure to obtain the Return Request form and return the goods with a copy of the return request.
4.8 Specifically Returns and Refunds must be authorised by NZ Mail/Fastway and are subject to the following conditions:
- Return of stocked items that are incorrectly ordered may be accepted within 7 days from date of delivery.
- You must obtain a Return Request form from NZ Mail/Fastway Post before return.
- Return of non-stocked items (personalised orders) that are incorrectly ordered may not be accepted.
- Proof of purchase must be provided for all returns and are shipped at own risk.
- Returned products may incur freight charges and/or re-stocking fees.
- Returned products must be of merchantable resale quality with original packaging unless the issue relates to faulty product or the product is under warranty.
4.9 NZ Mail/Fastway Post Admin Fees defined:
Personalised – Printed Stock (printed in error)
- Stock to be returned to NZ Mail/Fastway Post are at customers expense and risk.
- Once stock received a credit will be issued for the postage cost only.
- Admin Fees.
- Medium envelope (C6, C9 DLE and MaxPop) $100 plus GST
- Large and oversize envelope (C5, C4, E35) $130 plus GST
- Stock to be returned to NZ Mail/Fastway Post are at customers expense and risk.
- Once stock received a credit will be issued once stock has been assessed for resale
- If stock can be re sold Admin Fees.
- Medium envelope (C6, C9 DLE and MaxPop) $50 plus GST
- Large and oversize envelope (C5, C4, E35) $50 plus GST
- If stock cannot be resold Admin Fees.
- Medium envelope (C6, C9 DLE and MaxPop) $75 plus GST
- Large and oversize envelope (C5, C4, E35) $90 plus GST
4.10 Once we have received your return, we will assess its condition and if it is acceptable, we will pass the replacement, credit, or refund the purchase for you.
4.11 No credit will be issued for returns of Postal Products except those returns made strictly in accordance with these Terms. NZMG reserves the right to charge to the Customer a return fee in respect of any Postal Products returned.
4.12 The Customer warrants to NZMG that (unless it is an approved Reseller) it is acquiring the Postal Products for its own use.
5. TITLE AND RISK
5.1 Property and title in Postal Products supplied to the Customer remains with NZMG and does not pass to the Customer until the Customer pays in full the Price of the Postal Products and all other amounts payable by the Customer in respect of the supply of the Postal Products under these Terms which remain unpaid. Notwithstanding that title has not passed, all risk in the Postal Products passes to the Customer on Delivery.
5.2 Delivery of Postal Products to the Customer shall constitute both delivery and acceptance of the Postal Products and shall be deemed to have occurred upon delivery of the Postal Products to the Delivery Address (or, if earlier, when delivered into the control of the Customer or any agent of the Customer, including any carrier for the Customer).
- The customer must notify NZMG in writing within 7 days of an incorrect product supply.
- Conditions 3.8 and 3.9 may be used to satisfy the requirements of correct product supply.
5.3 Delivery of the Postal Products in an Order will be free of charge to a single Delivery Address provided the Minimum Order Quantity requirements are met for that Order. If, in its discretion, NZMG has accepted an Order for a quantity of Postal Product(s) which is less than the applicable Minimum Order Quantity the cost of shipping will be for the account of the Customer and will be an amount payable by the Customer in addition to the Price for the Postal Product(s).
6. PRICE AND PAYMENT
6.1 A Quote is valid for such period as may be specified in the Quote or, if none is specified, for a period of 20 days:
- from the date of the Quote; or
- if it is not dated, from the date of issue of the Quote by NZMG.
6.2 NZMG reserves the right to alter any Price previously specified (in a Quote or otherwise) by NZMG for Postal Products by notice to the Customer and such alteration shall be effective from the date specified by NZMG in the notice and shall apply to all Orders made for the relevant Postal Products which are accepted by NZMG on or after that date.
6.3 The Price for Postal Products shall be increased by:
- the amount of any GST and any other taxes and duties which may be applicable; and
- the amount of any increase in the cost of any items (including any change in currency exchange rates) affecting the cost of supply, production and/or delivery of the Postal Products prior to the date of Delivery.
6.4 The Customer must pay the Price for Postal Products (and any other amounts payable by the Customer under these Terms) by not later than the Due Date for Payment by direct credit into NZMG’s bank account with ANZ, account number 01-0277-0182783-00 (or such other bank account of NZMG as may be notified in writing by NZMG to the Customer) or by such other payment method as may be specified by NZMG for payment by the Customer.
6.5 Cheque payments will only be accepted if prior arrangements for such payment have been agreed in writing by NZMG.
6.6 The Customer may pay by Visa and MasterCard. However, a credit card handling fee will be charged for effecting payment by this method at the rate advised by us from time to time. The current rate is 2.5%.
6.7 In addition, any amount not paid by the Due Date for Payment will incur interest of 2.5% per month calculated daily on the amount owing from due date until payment is received in full (both before and after any judgment obtained). The Customer must also pay upon demand such additional amounts as NZMG requires to meet the costs of debt collection (including full solicitor/client costs and other collection costs). This clause is intended to be for the benefit of and enforceable by NZMG and its debt collection agent under the Contracts (Privity) Act 1982.
6.8 The Customer may not withhold payment or make any deductions from or set off any amount against any amount owing by the Customer under these Terms or otherwise without NZMG’s prior written consent.
6.9 Any dispute by the Customer relating to an invoice issued by NZMG for Postal Products supplied must be received in writing within 10 days from the date of invoice.
7. NEW ACCOUNTS, CREDIT LIMITS AND DEFAULT
7.1 NZMG may require that a customer first completes and signs to NZMG’s satisfaction (in all respects) a New Customer Form prior to the Customer making any Order.
7.2 NZMG reserves the right to conduct such credit checks and to use such credit reporting services to assess the creditworthiness of the Customer as NZMG sees fit. The Customer agrees to NZMG conducting such credit checks and obtaining such reports at any time for purposes related to the provision of credit to the Customer, and authorises any referee supplied by the Customer and any credit reporting service or agent or other third party to provide NZMG with such information about the Customer as NZMG may require for that purpose. NZMG may give personal information about the Customer to credit rating agencies and those agencies may hold that information on their systems and use it to provide credit reporting services. The Customer authorises NZMG to disclose any information it has about the Customer, whether collected by NZMG from the Customer directly or obtained by NZMG from any other party to any debt collection agency. Where the Customer is an individual, the authorities given under this clause are authorities or consents for the purposes of the Privacy Act 1993.
7.3 NZMG may impose a credit limit on the Customer and alter the credit limit without notice.
7.4 Where the credit limit is exceeded, NZMG may refuse to supply Postal Products to the Customer. Credit limits are based and reviewed on such criteria as NZMG may in its discretion apply including information supplied to NZMG by the Customer or any third party or the Customer’s account payment history.
7.5 If an Event of Default occurs in respect of the Customer (and without prejudice to any of NZMG’s other rights and remedies):
- NZMG may suspend or terminate any contract with the Customer pursuant to these Terms; and
- any amounts payable by the Customer shall immediately become due and payable notwithstanding the Due Date for Payment has not arisen; and
- NZMG is entitled to recover from the Customer all costs that NZMG may incur in attempting to collect the amount owing (including full solicitor/client costs) and any other moneys owing by the Customer to NZMG from time to time, whether in relation to any contract with NZMG under these Terms or any other account whatsoever.
8. PERSONALISED POSTAL PRODUCTS
8.1 The Customer warrants that it has all necessary intellectual property rights to use (including to reproduce) all logos, brand names, images, trademarks and/or photos provided or used in connection with the Personalised Postage Products. The Customer indemnifies NZMG against any loss, costs, expenses or damage suffered or incurred in respect of any infringement of the intellectual property rights of any person arising from the production, issue, distribution or use of the Personalised Postal Products or otherwise.
8.2 All copyright in personalised NZMG Postage Stamps vests in and remains the property of NZMG. No Customer or third party may reproduce or authorise the reproduction of a NZMG Postage Stamp or NZ Postage Included Envelope without the express prior written consent of NZMG.
8.3 NZMG will retain all artwork (proofs and sign-off) provided by the Customer on an electronic database and warrants that they will only be used for creating Postal Products that NZMG has the express written consent to produce, with the exception that NZMG may use exemplars of finished Postal Products for NZMG’s marketing or promotional purposes after providing written notice to the relevant Customer as a courtesy.
8.4 NZMG reserves the right to reject any image or artwork that it considers is ethically or morally unsuitable for publication or suspects to be the unauthorised use of any image or considers that its use infringes or will infringe any intellectual property rights or laws. NZMG will return such images or artwork to the Customer (at the cost and risk of the Customer) and refund any payments made towards the Price of the Personalised Postal Products for which the image or artwork was intended to be used less a sum representing the amount of any costs already incurred by NZMG in connection with such Personalised Postal Products.
8.5 The Customer acknowledges that variations in the colour of images or artwork may and will occur due to the calibration of monitors and the viewing programme of choice on Customer “sign off” documents, whether in hard copy via colour laser print or electronic copy via email by means of a PDF file. Any such colour variation will not constitute a defect in (or in respect of) the Postal Products supplied by NZMG. The Customer further acknowledges that results in respect of the production of Personalised Postal Products depend on the quality of the original images supplied or provided and their suitability for reproduction. Therefore, while NZMG uses reasonable care in its production process of Personalised Postal Products, no warranty is given as to the quality of reproduction of images supplied or provided or otherwise used for Personalised Postal Products.
8.6 NZMG reserves the right to print (at its own cost) an additional quantity of any personalised NZMG Postage Stamps to supply the needs of its standing orders and collector base at the time of the issue going to print.
8.7 Multiple designs for the production of NZMG Postage Stamps will take place at the same time, so that if 10 designs are chosen for a booklet of 10 stamps, there will be 10 different designs in the booklet and not 10 separate booklets with a single design.
8.8 Production of any Personalised Postal Products will usually be grouped into the same product category and/or the same product type and will usually commence within 4-6 weeks of receipt by NZMG of the Customer “sign off” documents unless NZMG or its subcontractor’s production schedules fall outside this time period, in which case production will commence later. NZMG will not be responsibility for delays in the delivery of any Personalised Postal Products.
8.9 Production fees are based on printing costs, plate costs, design and layout (PPDL) of artwork and origination. Personalised production fees are based on this as well as on the amount of time and work involved in the art and origination of the stamps including computer time, scans and proofing materials. Production fees do not include any non-photographic art unless supplied by the Customer in the form of a scan or the original artwork. Artists can be commissioned on request, but contracts and fees will be between the Customer and the artist.
8.10 PPDL costs will be charged on every print run for Personalised Postal Products. This includes reprints of previous orders. These costs must be paid within 7 days of receiving the invoice.
8.11 All fees for Personalised Postal Products are quoted without the addition of GST, which will be payable in addition to the amount of any such fees and other relevant costs charged.
8.12 By signing the Customer “sign off” document in respect of any Personalised Postal Products, the Customer confirms that they have read, understand, and agree to be bound by these terms and conditions.
9. PERSONAL PROPERTY SECURITIES ACT
9.1 The Customer hereby grants to NZMG a security interest under the PPSA in all Postal
9.2 Products NZMG supplies or agrees to supply to the Customer, to secure the obligations of the Customer to pay NZMG all amounts payable by the Customer for Postal Products and the performance by the Customer of all its other obligations to NZMG under these Terms or otherwise. This security shall continue until all amounts owing by the Customer to NZMG in respect of any Postal Products supplied or on any other account have been paid in full. The Customer must not create or allow to exist or be created a security interest over the Postal Products other than the security interest in favour of NZMG.
9.3 NZMG may allocate all moneys received from the Customer in any manner it determines including any manner required to preserve any purchase money security interest in the Postal Products. While property in or title in the Postal Products remains with NZMG, NZMG retains the right to enter the premises or land where the Postal Products are held or stored and remove them, as agent for the Customer, without being liable or responsible for any damage caused in doing so.
9.4 The Customer must, upon request, promptly give NZMG all assistance and information (which the Customer warrants is complete, accurate and up to date in all respects) as is necessary to register a financing statement and to meet all other requirements under the PPSA to ensure that the security interest evidenced by these Terms constitutes a first ranking Perfected Security Interest (as that term is defined in the PPSA).
9.5 The Customer waives the right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement relating to any Postal Products.
9.6 The Customer agrees that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to the security agreement constituted by these Terms, or any security interest in the Postal Products, and waives any rights it may have under sections 121, 125, 126, 127, 129 and 131 of the PPSA.
10. POSTAL SERVICES AND CONDITIONS OF CARRIAGE
10.1 NZMG is a registered postal operator in accordance with the Act. The provisions of the Act apply to the postal services provided under these Terms by NZMG in respect of NZMG Letters (including those postal services provided in respect of NZMG Letters by New Zealand Post pursuant to the NZMG Pre-Paid Access Agreement) and to the utilisation of those postal services by the Customer by its posting of articles to which NZMG Postal Stamps are affixed or in NZMG Postage Included Envelopes.
10.2 NZMG agrees to provide the following postal services to the Customer (to the extent such services are provided by New Zealand Post to NZMG in respect of NZMG Letters pursuant to the NZMG Pre-Paid Access Agreement):
- except for delivery NZMG Letters lodged at a New Zealand Post Lodgement Point which bear a legible address in New Zealand to which New Zealand Post delivers letters pursuant to the Public Contract.
- upon acceptance of each NZMG Letter that satisfies the requirements of clause 9.2(a), deliver the NZMG Letters in accordance with the terms of New Zealand Post’s Standard Post BoxLink or FastPost postal services (as the case may be) as set out in the Postal Users Guide from time to time and otherwise on these Terms; and
- use reasonable endeavours to perform GNA Services.
10.3 The Customer agrees to pay NZMG the full price for all postal services provided by NZMG under these Terms.
- not to give for delivery any item which: is illegal, explosive, dangerous or destructive to send.
- is inadequately packaged, or contains anything that is capable, as packed, of causing injury, or damage to property.
- contains cash, currency, bullion or vouchers; or is a Prohibited Item.
- unless NZMG consents in writing, not to give for delivery any item which is:
(i) fragile or High Risk (including travellers’ cheque, stamp, deed, negotiable instrument (including any bearer security, bill of exchange or uncrossed cheque), bond or share, credit or bank card, precious metal or stone, jewellery, watch, any collectible or antique or any painting, sculpture or other work of art); or
(ii) a postal item with a value over $250.
.10.4 In the event that the Customer fails to comply with clause 10.3(b) or 10.3(c) of these Terms or fails to comply in any way with the Postal Users Guide the Customer acknowledges and agrees that neither New Zealand Post nor any of its respective employees and agents is liable to pay any compensation for any loss or damage to that item and the Customer agrees to pay NZMG and/or New Zealand Post (as applicable) for any resulting liability, costs, damage or loss of any kind suffered or incurred by them.
10.5 The Customer acknowledges and agrees that the delivery standards applying to the postal services provided to the Customer under these Terms shall be the standards contained in the Public Contract (which includes the Postal Users Guide) and that New Zealand Post shall not, other than in accordance with the Public Contract, be liable for any loss or damage suffered by any person (including the Customer) as a result of providing or failing to provide, any postal services in relation to NZMG Letters or any default, delay or omission in providing any such services.
10.6 The Customer further acknowledges and agrees that:
- the Postal Products are neither a New Zealand Post product nor endorsed by New Zealand Post.
- the Customer is liable to pay all costs, expenses, loss or damage arising from or relating to its lodging or posting of any letter, parcel or other article to which NZMG Postage Stamps are affixed or in NZMG Postage Included Envelopes which does not satisfy the requirements for a NZMG Letter as specified in these Terms; and
- nothing in these Terms limits any obligations or liabilities of the Customer under the Act or the Public Contract in relation to the posting or delivery of any letter, parcel or other article.
11. LIMITATION OF LIABILITY
11.1 To the maximum extent permitted by law:
- NZMG has no liability whatsoever to the Customer or any other person for any direct or indirect, consequential, or special loss, damage or cost (including loss of profits, loss of revenue or any other economic loss) however it arises (including as a result of intentional acts or negligence by NZMG or any of its employees or agents). If and to the extent that this exclusion applies in respect of any carriage of goods to which the Carriage of Goods Act 1979 applies, the relevant carriage is on “declared terms” for the purposes of that Act; and
- all representations, warranties or conditions, whether express or implied (including by statute or otherwise at law), in relation to the Postal Products or the Postal Services or the supply of any of them by NZMG are hereby expressly excluded.
11.2 If for any reason NZMG is otherwise liable to the Customer or any other person, whether in contract, tort or otherwise, the maximum potential liability of NZMG for any cost, expense, loss, injury or damage whatsoever (subject only to the Consumer Guarantees Act 1993, where applicable) shall not exceed an amount equal to the Price paid by the Customer to NZMG for the Postal Product in relation to which (or the delivery or non-delivery of which) the liability arises.
11.3 Where the Customer acquires goods or services from NZMG for the purposes of its business, the provisions of the Consumer Guarantees Act 1993, which would otherwise apply to the supply by NZMG of any goods or services to the Customer, do not apply.
11.4 To avoid doubt, NZMG has no liability for any loss, cost, expense or other damage or liability suffered by the Customer or any other person as a result of the delay in the delivery of any Postal Products or delay in the provision of any Postal Services.
12.1 All Resellers agree to the following terms and conditions:
- A Reseller must have completed an application for approval by NZMG as a Reseller, which is approved in writing by NZMG, before undertaking or promoting or marketing the sale of any NZMG Postal Products.
- Resellers must comply in all respects with the terms of approval of its Reseller application including in respect of any Minimum Order Quantity.
- Resellers are granted a revocable licence to represent NZMG Postal Products (including use of point of sale displays and signage provided by NZMG) on these terms and conditions.
- Resellers are authorised by NZMG to sell Postal Products to End-Users only.
- Resellers must operate from a commercial location approved in writing by NZMG and possess and maintain (and comply with) all licences, consents and permits required to conduct its business including from such premises.
- Resellers must not copy, reproduce, modify, publish, upload, post, transmit or otherwise distribute, in any way, without the prior written consent of NZMG any proprietary images, logos or trademarks of NZMG.
- Resellers must not reproduce, copy, or manufacture any NZMG Postal Product.
- These terms and conditions are subject to change at any time by NZMG on written notice.
12.2 A Reseller must ensure that all Purchasers from the Reseller accept in writing (in a form satisfactory to NZMG and expressly for its benefit) the terms and conditions of sections 9 and 10 of these Terms (as if the Purchaser were a Customer thereunder) and the Reseller shall indemnify NZMG against all loss, costs, expenses and damage suffered or incurred by NZMG directly or indirectly as a result of any claim by a Purchaser against NZMG in circumstances where the Reseller failed to comply with this clause 11.2.
12.3 A Reseller must not, in its marketing and promotion of NZMG Postage Stamps or NZMG Postage included Envelopes, expressly or by implication represent or warrant to any purchaser of such NZMG Postal Product:
- that any NZMG Letter will be delivered otherwise than in accordance with section 10 of these Terms; or
- that NZMG Postage Stamps or NZMG Postage included Envelopes are a New Zealand Post product or endorsed by New Zealand Post.
12.4 The Reseller shall:
- indemnify, keep indemnified and save harmless NZMG from and against all and any costs, claims, losses or damages of any kind suffered or incurred directly or indirectly or as a result or consequence of any representation or warranty made by the Reseller as to the delivery of a NZMG Letter which is not in accordance with section 10 of these Terms and/or the Public Contract; and
- provide all reasonable assistance to NZMG and/or New Zealand Post in pursuing legal remedies against Purchasers who lodge NZMG Letters with New Zealand Post where those articles do not comply with section 10 of these Terms and/or the Public Contract.
12.5 A Reseller who is designated a Preferred Reseller by NZMG must not sell or resell any products which compete or can be used in substitution of any Postal Product supplied by NZMG.
12.6 Nothing in this section 12 limits the obligations and liabilities of a Reseller as a Customer under these Terms.
12.7 Upon termination of the agreement between NZMG and the Reseller, the Reseller must:
- immediately account to NZMG for any amount owing or payable by the Reseller to NZMG (notwithstanding that the Due Date for Payment of such amount may not have arisen).
- immediately return all point of sales displays and signage to NZMG or (as it may direct); and
- immediately cease to use all trademarks, brands and other materials relating to any Postal Products or to NZMG or its affiliates or suppliers (whether provided by NZMG or otherwise).
13.1 These Terms shall be binding upon any successor in title of the Customer’s business.
13.2. Where NZMG is unable, by reason of any event beyond its control (Force Majeure Event), to perform or carry out any obligation under these Terms that obligation is suspended so far as it is affected by the Force Majeure Event during its continuance. NZMG shall have no obligation to supply Postal Products or Postal Services to the Customer where the Customer is in default in respect of any supply of Postal Products by NZMG or otherwise under these Terms.
13.3 If there is any inconsistency between these Terms and an Order submitted by the Customer (whether in writing, verbally or by other method) or any other arrangement between the parties, these Terms prevail unless otherwise expressly agreed in writing by the parties.
13.4 NZMG shall not be deemed to have waived any right under these Terms unless such waiver is in writing and signed by NZMG. Any such waiver by NZMG of a breach of any provision of these Terms shall not constitute a waiver of any subsequent or continuing breach of such provision or of the breach of any other provision of these Terms by the Customer.
13.5 NZMG reserves the right to review and amend any of these Terms at any time. Any change will take effect from the date on which NZMG notifies the Customer of such change.
13.6 These Terms shall be governed by and construed in accordance with the laws of New Zealand.