Terms & Conditions
Kiwi Fertiliser Company Ltd – Terms & Conditions of Trade- Definitions
1.1 "Kiwi" refers to Kiwi Fertiliser Company Ltd, its successors, assigns, or any authorized agent.
1.2 "Client" refers to the person(s) purchasing Goods as outlined in invoices, documents, or orders. If multiple Clients are involved, all Clients are jointly and severally responsible.
1.3 "Goods" includes all Goods and Services supplied by Kiwi to the Client upon request (where context permits, 'Goods' and 'Services' may be used interchangeably).
1.4 "Price" denotes the amount payable for Goods, as agreed upon in accordance with clause 6 below.
- Acceptance
2.1 By placing an order or accepting Goods, the Client confirms acceptance of these terms and conditions.
2.2 Any amendment to these terms requires Kiwi's written consent and will take precedence over other agreements or documents.
2.3 Kiwi reserves the right to withhold supply if Goods are unavailable or other conditions arise, including account disputes or third-party constraints. Kiwi bears no liability for losses incurred under this clause.
- Authorised Representatives
3.1 If the Client introduces a third-party representative to Kiwi, the representative gains full authority to order or request variations unless limited by the Client per clause 4.2.
3.2 Should authority be limited, the Client must notify Kiwi in writing.
3.3 The Client assumes responsibility for all costs incurred by Kiwi, including profit margins, for orders or variations requested by the Client's representative.
- Change in Control
4.1 The Client must provide Kiwi with a written 14-day notice before any ownership or other relevant changes (e.g., name, address, contact information). Failure to do so renders the Client liable for resulting losses to Kiwi.
- Price and Payment
5.1 At Kiwi's discretion, Price may be:
(a) as indicated on any invoice,
(b) based on Kiwi's current price list on the delivery date, or
(c) Kiwi's quoted Price (subject to clause 6.2) valid for 30 days unless specified otherwise.
5.2 Kiwi may adjust the Price if requested variations arise.
5.3 A non-refundable deposit may be required at Kiwi's discretion.
5.4 Payment timing is essential; payment is due as per:
(a) delivery,
(b) pre-delivery,
(c) Kiwi's installment plan,
(d) twenty (20) days after month-end for approved Clients,
(e) any specified date on invoice, or
(f) seven (7) days post-invoice if no other date applies.
5.5 Payment methods include cash, electronic/on-line banking, or agreed-upon alternatives.
5.6 Unless stated otherwise, the Price excludes GST, which is payable by the Client along with other applicable taxes.
- Delivery of Goods
6.1 Delivery occurs when Kiwi or its carrier delivers to the Client's designated address.
6.2 Delivery costs may be in addition to the Price.
6.3 The Client must accept Goods as arranged; Kiwi may charge fees for redelivery or storage if the Client is unavailable.
6.4 Kiwi may deliver in installments, each billed separately.
6.5 Delivery dates are estimates only; Kiwi bears no liability for delays.
- Risk
7.1 Risk passes to the Client upon Delivery, requiring insurance coverage on or before Delivery.
7.2 Damaged Goods post-Delivery entitle Kiwi to insurance proceeds.
7.3 If Goods are left unattended at the Client's request, risk falls solely on the Client.
7.4 Kiwi provides advice in good faith based on its expertise, without liability for accuracy or suitability.
7.5 Soil nutrition data comes from third-party labs, with no Kiwi responsibility for data accuracy.
7.6 Kiwi is not responsible for incorrect Goods ordered; returns are not accepted.
7.7 The Client assumes liability for damages caused by stock, animals, or other factors post-Delivery.
- Title
8.1 Ownership of Goods remains with Kiwi until full payment and obligation fulfillment by the Client.
8.2 Payment by methods other than cash is considered complete upon clearance.
8.3 Further stipulations include:
(a) The Client acts as a bailee, returning Goods on request,
(b) The Client holds insurance benefits in trust for Kiwi if Goods are lost/damaged,
(c) Goods must not be disposed of or mixed without Kiwi's direction,
(d) Kiwi reserves the right to reclaim Goods from premises,
(e) Goods in transit may be retrieved by Kiwi,
(f) Encumbrances on Goods are prohibited,
(g) Kiwi may pursue Price recovery despite ownership status.
- Personal Property Securities Act 1999 (PPSA)
9.1 These terms establish a security agreement per PPSA, covering all past and future Goods supplied.
9.2 The Client agrees to:
(a) Provide information for Kiwi to register financing changes,
(b) Cover registration expenses,
(c) Refrain from unauthorized financing statements,
(d) Notify Kiwi of material business practice changes.
9.3 Sections 114(1)(a), 133, and 134 of the PPSA do not apply.
9.4 Kiwi reserves the right to waive debtor rights under sections 116, 120(2), 121, 125, 126, 127, 129, 131, and 132 of the PPSA.
- Security and Charge
10.1 The Client charges any assets as collateral for obligations under these terms.
10.2 The Client covers Kiwi's legal and administrative costs.
10.3 Kiwi has attorney rights to act on the Client's behalf to uphold these terms.
- Client's Disclaimer
11.1 The Client waives rights to rescind or seek damages based on misrepresentation by Kiwi. Goods are purchased based on the Client's judgment.
- Defects
12.1 The Client must inspect Goods on Delivery and report defects within seven (7) days. If Kiwi agrees, defective Goods may be repaired or replaced at Kiwi's discretion.
12.2 Returns outside these provisions are not accepted.
- Warranty
13.1 Kiwi offers only manufacturer warranties for non-Kiwi-made Goods.
13.2 Kiwi disclaims implied warranties, and is not liable for loss or damage caused by Goods.
- Consumer Guarantees Act 1993
14.1 Goods acquired for trade/business are excluded from the Consumer Guarantees Act 1993.
- Default and Consequences of Default
15.1 Overdue invoices accrue daily interest at 2.5% per calendar month, compounding monthly at Kiwi's discretion.
15.2 The Client indemnifies Kiwi against debt recovery costs.
15.3 Kiwi may suspend/terminate supply if obligations are unmet, with no liability for resulting losses.
15.4 Kiwi may cancel orders if payments are overdue or insolvency occurs.
- Cancellation
16.1 Kiwi may cancel orders pre-Delivery with refund but bears no liability for cancellation.
16.2 The Client incurs all direct and indirect cancellation losses.
16.3 Custom or special orders are non-cancellable once production commences.
- Privacy Act 1993
17.1 The Client authorizes Kiwi to collect, retain, and disclose Client information for creditworthiness, marketing, or debt collection.
17.2 Individual Clients have rights under the Privacy Act 1993 to access and correct stored information.
- General
18.1 Non-enforcement of terms does not equate to waiver.
18.2 These terms are governed by New Zealand law under Hamilton Court jurisdiction.
18.3 Kiwi is not liable for consequential losses beyond the Goods' Price.
18.4 Kiwi reserves the right to amend terms; continued purchases imply acceptance of changes.
18.5 Force majeure events excuse non-performance.
18.6 The Client warrants full legal authority to enter this agreement.
