New Zealand Mail Terms & Conditions for Supply of Postal Products
1.1 The following terms and conditions (Terms) shall be incorporated into each contract entered into between the Customer and New Zealand Mail Limited (NZM) 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 NZM).
1.2 A binding contract is created between the Customer and NZM when the Customer places an Order which is then accepted by NZM 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 from NZM.
2.3 Customer Number means the Customer’s account number with NZM as specified or advised by NZM 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 NZM to the Customer pursuant to any Order, expressly approved in writing by NZM (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
- (a) in respect of the Price of the Postal Products, means, unless specified or agreed otherwise by NZM 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
- (b) 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:
- (a) the Customer fails to comply with these Terms or any contract with NZM; or
- (b) the Customer commits an act of bankruptcy; or
- (c) the Customer enters into any composition or arrangement with its creditors; or
- (d) 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
- (e) an administrator is appointed to the Customer; or
- (f) 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 NZM Pre-Paid Access Agreement) New Zealand Post returning a NZM Letter which New Zealand Post has not been able to deliver on behalf of NZM either to:
- (a) the sender where such sender’s address is clearly visible on the NZM Letter; or
- (b) NZM where the sender’s address is not clearly visible on the NZM 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.
- (a) means any form of written communication, or any other document or article:
- (i) that is addressed to a specific person or a specific address; and
- (ii) that is to be conveyed other than by electronic means; and
- (b) includes an envelope, packet, package, or wrapper containing such a communication, document or article.
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 NZM.
2.15 New Customer Form means the form which may be provided by NZM in hard copy or on the Online Store to be completed by the Customer before making an Order for Postal Products from NZM.
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 NZM from time to time and (except for the purposes of New Zealand Post’s BoxLink Service) 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 NZM means New Zealand Mail Limited.
2.19 NZM Pre-Paid Access Agreement means the Access Agreement dated 25 February 2009 made between New Zealand Post and NZM in respect of the provision by New Zealand Post of certain sorting, distribution and delivery services in relation to NZM Letters (as amended from time to time) (or such replacement agreement as may be entered into by NZM and New Zealand Post at any time).
2.20 NZM Letter means any Letter which bears a NZM Postage Stamp (and, unless the context otherwise requires, includes a NZM Postage Inclusive 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, BoxLink or FastPost Services (as appropriate) and NZM’s own requirements for such delivery of NZM Letters (in each case including as to dimensions and weight limits, envelope layout and addressing standards and other requirements) as specified by NZM from time to time and which:
- (a) is affixed with NZM Postage Stamps of sufficient denomination or face value or (where NZM Postal Stamps are issued without a face value) with a sufficient number of NZM Postage Stamps (or, in the case of a NZM Postage Inclusive Envelope, bears the NZM impression made by NZM) to cover the postage required for the relevant New Zealand Post Service as set out in the Postal Users Guide from time to time;
- (b) carries any other stickers (or impressions of such stickers) required by New Zealand Post in order to qualify for the relevant Service;
- (c) in respect of New Zealand Post’s FastPost Service, has a “fast” service indicator (as approved by New Zealand Post) affixed to, or bears the impression of that indicator on, the top left hand corner of the letter. If this requirement is not met the letter will receive New Zealand Post Standard Post letter service provided that there is sufficient postage affixed to the letter for such service; and
- (d) in respect of New Zealand Post BoxLink Service, bears an impression approved by New Zealand Post to cover the then current postage required by New Zealand Post for the BoxLink Service and bears an impression of the BoxLink Service indicator, the format and positioning of which is approved by New Zealand Post.
2.21 NZM Postage Inclusive Envelopes means a pre-printed envelope issued by NZM, bearing the NZM impression and which contains a postal identifier of NZM recorded on the register of postal operators maintained under the Act.
2.22 NZM Postage Stamps means a postage stamp issued by NZM containing a postal identifier of NZM recorded on the register of postage operators maintained under the Act.
2.23 Online Store means NZM’s online store located at store.nzmail.co.nz (or such other replacement website designated by NZM 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 NZM’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 NZM Postage Stamps and NZM Postage Inclusive Envelopes and such other goods as NZM may specify as supplied under these Terms (as detailed in each invoice issued to the Customer by NZM) 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 NZM to the Customer in relation to NZM 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 NZM (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 NZM to the Customer in writing in relation to the supply of Postal Products (or certain Postal Products) to the Customer by NZM.
2.35 Reseller means a Customer that is approved in writing by NZM to sell to the public NZM Postage Stamps and/or NZM Postage Inclusive Envelopes (and/or such other NZM products as NZM may approve) purchased by the Customer from NZM.
2.36 Returns Policy means NZM’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 NZM’s website located at nzmail.co.nz (or such other replacement website designated by NZM from time to time).
2.39 Terms means these NZM terms and conditions.
2.40 Working Day means a day of the week other than:
- (a) Saturday, Sunday, Waitangi Day, Good Friday, Easter Monday, Anzac Day, the sovereign’s birthday and Labour Day;
- (b) 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;
- (c) the Anniversary Day of the province in which the premises of NZM or any distribution or storage facility of NZM 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 NZM and/or takes Delivery of Postal Products from NZM.
3.2 The Customer may place an Order by sending the Order to NZM by any of the following methods:
- (a) Telephone: 0800 469 624 or 09 307 5858.
- (b) Email: email@example.com;
- (c) Facsimile: 09 307 2300; or
- (d) Online Store: store.nzmail.co.nz.
3.3 An Order for Postal Products must be:
- (a) for not less than the Minimum Order Quantity; and
- (b) accompanied by the Customer Number and such other information as may be requested by NZM in respect of the Order.
3.4 An Order for Postal Products shall only be deemed to have been accepted by NZM if accepted in writing by NZM or Delivery of the Postal Products is made to the Customer. The Customer may not cancel an Order without the written agreement of NZM. To avoid doubt, an Order made on the Online Store is not accepted by NZM until NZM has sent the Customer an email confirming that it has accepted the Order.
3.5 NZM will use reasonable endeavours to despatch the Postal Products to the Customer within the Delivery Times for Products (but, to avoid doubt, NZM will not be liable for any delay due to stock levels or otherwise). NZM 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. NZM 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 NZM to deliver such Products).
- (a) Orders for unprinted NZM Postage Inclusive Envelopes received prior to 3pm on a Working Day and being despatched from NZM’s storage facility will be despatched “same day” dependent on stock levels held at the time of the Order.
- (b) Orders for volume and printed NZM Postage Inclusive 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. NZM will endeavour to notify the Customer of the expected times of despatch at the time of acceptance of Order by NZM.
- (c) Orders for NZM 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:
- (a) the Customer notifies NZM in writing within 7 days of Delivery of the Postal Products; and
- (b) NZM 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 NZM.
Defective or damaged Postal Products shall at NZM’s discretion be repaired or replaced, or NZM may refund the price paid by the Customer.
3.8 NZM may, in its complete discretion, agree to the return of Postal Products if the return is within NZM’s Returns Policy. Any request for the return of Postal Products must be made by the Customer calling NZM’s Customer Service Team on 0800 469 624 (or such other number as NZM specifies for this purpose from time to time) quoting:
- (a) the Customer Number;
- (b) the number of the invoice(s) relating to the relevant Postal Products;
- (c) details of the Postal Product(s) proposed to be returned; and
- (d) the reason(s) for the proposed return.
If the return of any Postal Product(s) is accepted by NZM, NZM may provide a courier bag for return of NZM Postage Stamps or a courier collection for boxes of NZM Postage Inclusive Envelopes. 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. 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 NZM in respect of the return of such Postal Product(s). All returned items must be in new unused condition and must be returned to:
Credit & Returns c/o New Zealand Mail
10 Haultain Street
3.9 No credit will be issued for returns of Postal Products except those returns made strictly in accordance with these Terms. NZM reserves the right to charge to the Customer a return fee in respect of any Postal Products returned.
3.10 The Customer warrants to NZM that (unless it is an approved Reseller) it is acquiring the Postal Products for its own use.
4. TITLE AND RISK
4.1 Property and title in Postal Products supplied to the Customer remains with NZM 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.
4.2 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).
- (a) The customer must notify NZM in writing within 7 days of an incorrect product supply.
- (b) Conditions 3.8 and 3.9 may be used to satisfy the requirements of correct product supply.
4.3 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, NZM 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).
5. PRICE AND PAYMENT
5.1 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:
- (a) from the date of the Quote; or
- (b) if it is not dated, from the date of issue of the Quote by NZM.
5.2 NZM reserves the right to alter any Price previously specified (in a Quote or otherwise) by NZM for Postal Products by notice to the Customer and such alteration shall be effective from the date specified by NZM in the notice and shall apply to all Orders made for the relevant Postal Products which are accepted by NZM on or after that date.
5.3 The Price for Postal Products shall be increased by:
- (a) the amount of any GST and any other taxes and duties which may be applicable; and
- (b) 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.
5.4 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 NZM’s bank account with ANZ, account number 01-0277-0182783-00 (or such other bank account of NZM as may be notified in writing by NZM to the Customer) or by such other payment method as may be specified by NZM for payment by the Customer.
5.5 Cheque payments will only be accepted if prior arrangements for such payment have been agreed in writing by NZM.
5.6 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%.
5.7 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 NZM 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 NZM and its debt collection agent under the Contracts (Privity) Act 1982.
5.8 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 NZM’s prior written consent.
5.9 Any dispute by the Customer relating to an invoice issued by NZM for Postal Products supplied must be received in writing within 10 days from the date of invoice.
6. NEW ACCOUNTS, CREDIT LIMITS AND DEFAULT
6.1 NZM may require that a Customer first completes and signs to NZM’s satisfaction (in all respects) a New Customer Form prior to the Customer making any Order.
6.2 NZM reserves the right to conduct such credit checks and to use such credit reporting services to assess the credit-worthiness of the Customer as NZM sees fit. The Customer agrees to NZM 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 NZM with such information about the Customer as NZM may require for that purpose. NZM 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 NZM to disclose any information it has about the Customer, whether collected by NZM from the Customer directly or obtained by NZM 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.
6.3 NZM may impose a credit limit on the Customer, and alter the credit limit without notice. Where the credit limit is exceeded, NZM may refuse to supply Postal Products to the Customer. Credit limits are based and reviewed on such criteria as NZM may in its discretion apply including information supplied to NZM by the Customer or any third party or the Customer’s account payment history.
6.4 If an Event of Default occurs in respect of the Customer (and without prejudice to any of NZM’s other rights and remedies):
- (a) NZM may suspend or terminate any contract with the Customer pursuant to these Terms; and
- (b) any amounts payable by the Customer shall immediately become due and payable notwithstanding the Due Date for Payment has not arisen; and
- (c) NZM is entitled to recover from the Customer all costs that NZM may incur in attempting to collect the amount owing (including full solicitor/client costs) and any other moneys owing by the Customer to NZM from time to time, whether in relation to any contract with NZM under these Terms or any other account whatsoever.
7. PERSONALISED POSTAL PRODUCTS
7.1 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 NZM 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.
7.2 All copyright in personalised NZM Postage Stamps vests in and remains the property of NZM. No Customer or third party may reproduce or authorise the reproduction of a NZM Postage Stamp or NZ Postage Inclusive Envelope without the express prior written consent of NZM.
7.3 NZM 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 NZM has the express written consent to produce, with the exception that NZM may use exemplars of finished Postal Products for NZM’s marketing or promotional purposes after providing written notice to the relevant Customer as a courtesy.
7.4 NZM 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. NZM 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 NZM in connection with such Personalised Postal Products.
7.5 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 NZM. 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. As a consequence, while NZM 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.
7.6 NZM reserves the right to print (at its own cost) an additional quantity of any personalised NZM Postage Stamps to supply the needs of its standing orders and collector base at the time of the issue going to print.
7.7 Multiple designs for the production of NZM 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.
7.8 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 NZM of the Customer “sign off” documents unless NZM or its subcontractor’s production schedules fall outside this time period, in which case production will commence later. NZM will not be responsibility for delays in the delivery of any Personalised Postal Products.
7.9 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.
7.10 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.
7.11 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.
7.12 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.
8. PERSONAL PROPERTY SECURITIES ACT
8.1 The Customer hereby grants to NZM a security interest under the PPSA in all Postal Products NZM supplies or agrees to supply to the Customer, to secure the obligations of the Customer to pay NZM all amounts payable by the Customer for Postal Products and the performance by the Customer of all its other obligations to NZM under these Terms or otherwise. This security shall continue until all amounts owing by the Customer to NZM 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 NZM.
8.2 NZM 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 NZM, NZM 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.
8.3 The Customer must, upon request, promptly give NZM 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).
8.4 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.
8.5 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.
9. POSTAL SERVICES AND CONDITIONS OF CARRIAGE
9.1 NZM 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 NZM in respect of NZM Letters (including those postal services provided in respect of NZM Letters by New Zealand Post pursuant to the NZM Pre-Paid Access Agreement) and to the utilisation of those postal services by the Customer by its posting of articles to which NZM Postal Stamps are affixed or in NZM Postage Inclusive Envelopes.
9.2 NZM agrees to provide the following postal services to the Customer (to the extent such services are provided by New Zealand Post to NZM in respect of NZM Letters pursuant to the NZM Pre-Paid Access Agreement):
(a) accept for delivery NZM 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;
(b) upon acceptance of each NZM Letter that satisfies the requirements of clause 9.2(a), deliver the NZM 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
(c) use reasonable endeavours to perform GNA Services.
9.3 The Customer agrees:
- (a) to pay NZM the full price for all postal services provided by NZM under these Terms;
- (b) not to give for delivery any item which:
- (i) is illegal, explosive, dangerous or destructive to send;
- (ii) is inadequately packaged, or contains anything that is capable, as packed, of causing injury, or damage to property;
- (iii) contains cash, currency, bullion or vouchers; or
- (iv) is a Prohibited Item;
- (c) unless NZM 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.
9.4 In the event that the Customer fails to comply with clause 9.3(b) or 9.3(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 NZM and/or New Zealand Post (as applicable) for any resulting liability, costs, damage or loss of any kind suffered or incurred by them.
9.5 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 NZM Letters or any default, delay or omission in providing any such services.
9.6 The Customer further acknowledges and agrees that:
- (a) the Postal Products are neither a New Zealand Post product nor endorsed by New Zealand Post;
- (b) 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 NZM Postage Stamps are affixed or in NZM Postage Inclusive Envelopes which does not satisfy the requirements for a NZM Letter as specified in these Terms; and
- (c) 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.
10. LIMITATION OF LIABILITY
10.1 To the maximum extent permitted by law:
- (a) NZM 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 NZM 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
- (b) 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 NZM are hereby expressly excluded.
10.2 If for any reason NZM is otherwise liable to the Customer or any other person, whether in contract, tort or otherwise, the maximum potential liability of NZM 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 NZM for the Postal Product in relation to which (or the delivery or non-delivery of which) the liability arises.
10.3 Where the Customer acquires goods or services from NZM for the purposes of its business, the provisions of the Consumer Guarantees Act 1993, which would otherwise apply to the supply by NZM of any goods or services to the Customer, do not apply.
10.4 To avoid doubt, NZM 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.
11.1 All Resellers agree to the following terms and conditions:
- (a) A Reseller must have completed an application for approval by NZM as a Reseller, which is approved in writing by NZM, before undertaking or promoting or marketing the sale of any NZM Postal Products.
- (b) Resellers must comply in all respects with the terms of approval of its Reseller application including in respect of any Minimum Order Quantity.
- (c) Resellers are granted a revocable licence to represent NZM Postal Products (including use of point of sale displays and signage provided by NZM) on these terms and conditions.
- (d) Resellers are authorised by NZM to sell Postal Products to End-Users only.
- (e) Resellers must operate from a commercial location approved in writing by NZM and possess and maintain (and comply with) all licences, consents and permits required to conduct its business including from such premises.
- (f) Resellers must not copy, reproduce, modify, publish, upload, post, transmit or otherwise distribute, in any way, without the prior written consent of NZM any proprietary images, logos or trade marks of NZM.
- (g) Resellers must not reproduce, copy or manufacture any NZM Postal Product.
- (h) These terms and conditions are subject to change at any time by NZM on written notice.
11.2 A Reseller must ensure that all Purchasers from the Reseller accept in writing (in a form satisfactory to NZM 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 NZM against all loss, costs, expenses and damage suffered or incurred by NZM directly or indirectly as a result of any claim by a Purchaser against NZM in circumstances where the Reseller failed to comply with this clause 11.2.
11.3 A Reseller must not, in its marketing and promotion of NZM Postage Stamps or NZM Postage Inclusive Envelopes, expressly or by implication represent or warrant to any purchaser of such NZM Postal Product:
- (a) that any NZM Letter will be delivered otherwise than in accordance with section 9 of these Terms; or
- (b) that NZM Postage Stamps or NZM Postage Inclusive Envelopes are a New Zealand Post product or endorsed by New Zealand Post.
11.4 The Reseller shall:
- (a) indemnify, keep indemnified and save harmless NZM 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 NZM Letter which is not in accordance with section 9 of these Terms and/or the Public Contract; and
- (b) provide all reasonable assistance to NZM and/or New Zealand Post in pursuing legal remedies against Purchasers who lodge NZM Letters with New Zealand Post where those articles do not comply with section 9 of these Terms and/or the Public Contract.
11.5 A Reseller who is designated a Preferred Reseller by NZM must not sell or resell any products which compete or can be used in substitution of any Postal Product supplied by NZM.
11.6 Nothing in this section 11 limits the obligations and liabilities of a Reseller as a Customer under these Terms.
11.7 Upon termination of the agreement between NZM and the Reseller, the Reseller must:
- (a) immediately account to NZM for any amount owing or payable by the Reseller to NZM (notwithstanding that the Due Date for Payment of such amount may not have arisen);
- (b) immediately return all point of sales displays and signage to NZM or (as it may direct); and
- (c) immediately cease to use all trade marks, brands and other materials relating to any Postal Products or to NZM or its affiliates or suppliers (whether provided by NZM or otherwise).
12.1 These Terms shall be binding upon any successor in title of the Customer’s business.
12.2 Where NZM 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. NZM 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 NZM or otherwise under these Terms.
12.3 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.
12.4 NZM shall not be deemed to have waived any right under these Terms unless such waiver is in writing and signed by NZM. Any such waiver by NZM 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.
12.5 NZM reserves the right to review and amend any of these Terms at any time. Any change will take effect from the date on which NZM notifies the Customer of such change.
12.6 These Terms shall be governed by and construed in accordance with the laws of New Zealand.