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NZ SUPPLY CORP — TERMS & CONDITIONS OF SALE

(Effective from: 1st December 2025)
(These Terms apply to all quotations, offers, sales, and supplies by NZ Supply Corp Ltd unless otherwise agreed in writing.)

1. Definitions

“Seller” means NZ Supply Corp Ltd, its subsidiaries, affiliates, directors, and agents.
“Buyer” means the person or entity purchasing Goods from the Seller.
“Goods” means any food ingredient, nutrition ingredient, raw material, or related product supplied by the Seller.
“Contract” means the agreement between Buyer and Seller, including these Terms, the quotation, order confirmation, invoice, and any agreed written variations.
“Incoterms” means the latest edition of the ICC Incoterms rules.
“Specifications” means the formal written technical specification provided or referred to by the Seller.

2. Applicability

These Terms apply to all sales of Goods by the Seller to the Buyer.
Any Buyer terms and conditions are expressly rejected unless the Seller agrees to them in writing.
Quotes are valid for the period specified, or 14 days if unspecified.

3. Prices & Payment

3.1 Prices
Prices are exclusive of GST, duties, tariffs, freight, insurance, or other charges unless stated otherwise.

3.2 Payment Terms
Standard terms are 100% payment prior to dispatch, unless a credit account has been approved in writing.

3.3 Late Payment
Late payments incur:

  • Default interest at 2.5% per month, compounding monthly; and
  • All recovery costs, including legal fees, debt collection costs, and associated charges.

3.4 Currency Fluctuations
Quoted prices may be adjusted if the exchange rate moves materially before payment.

4. Title & Risk

4.1 Risk
Risk transfers to the Buyer at the point defined by the applicable Incoterm, or upon pickup if ex-warehouse.

4.2 Title
Title remains with the Seller until full payment is received.

4.3 Re-sale or Use Prior to Payment
If Buyer re-sells or uses the Goods before full payment, the Seller retains a security interest under the PPSA (NZ) in the proceeds.

5. Delivery & Delays

5.1 Delivery dates are estimates only and not guaranteed.
5.2 Seller is not liable for delays caused by:

  • Shipping disruptions,
  • Port congestion,
  • Customs/MPI delays,
  • Supplier delays,
  • Weather,
  • Government action,
  • Force Majeure (see clause 16).
    5.3 Partial shipments may be made.

6. Product Specifications & Quality

6.1 The Seller warrants that Goods will substantially meet the written Specifications at the point of dispatch.

6.2 Buyer must verify suitability
Buyer is solely responsible for determining whether the Goods:

  • Are fit for Buyer’s intended use,
  • Comply with the Buyer’s local laws, standards, regulations, and labeling requirements,
  • Are suitable for further processing or manufacturing.

6.3 Testing & Sampling

  • Any test results provided by Seller are indicative only unless expressly stated as a Certificate of Analysis.
  • Buyer must perform its own tests.

7. Inspection & Claims

7.1 Buyer must inspect Goods immediately upon delivery.

7.2 Damage/Shortage Claims
Must be made:

  • Within 48 hours of receipt for visible damage,
  • Within 7 days for concealed damage or shortages.

7.3 Quality Claims
Must be made within:

  • 14 days of delivery for domestic NZ shipments;
  • 30 days for export shipments.

7.4 Evidence Required
Claims must include:

  • Batch numbers,
  • Photos,
  • Testing reports,
  • A detailed description of the issue.

7.5 Goods must be kept in their original packaging until the claim is resolved.

7.6 The Seller may inspect or test the Goods independently.

8. Returns

Goods may not be returned without prior written approval.
Return freight, import costs, and restocking fees are the Buyer’s responsibility unless the return is due to Seller’s proven error.

9. Liability & Limitations

9.1 Maximum Liability
Seller’s total liability is limited to the purchase price of the specific Goods giving rise to the claim.

9.2 Exclusions
Seller is not liable for:

  • Loss of profits,
  • Loss of business,
  • Production downtime,
  • Loss of goodwill or reputation,
  • Indirect or consequential loss,
  • Product formulation failure,
  • Repacking, relabelling, or destruction costs unless agreed in writing.

9.3 Use Outside Seller Control
The Seller makes no warranty about how the Goods will behave once:

  • Mixed with other materials,
  • Processed, reformulated, repacked, or relabelled,
  • Stored outside recommended conditions.

9.4 No Medical or Therapeutic Claims
Seller does not guarantee that Goods will achieve any health, nutritional, or therapeutic effect.

10. Indemnity

Buyer indemnifies the Seller from all losses arising from:

  • Buyer’s use, processing, marketing, or resale of the Goods,
  • Misuse or mishandling,
  • Non-compliance with regulatory requirements,
  • Mislabeling or misrepresentation by the Buyer.

11. Intellectual Property

No trademarks, brands, trade names, product claims, or marketing statements may be used without written permission from the Seller.

12. Storage, Handling & Shelf Life

Buyer is responsible for:

  • Appropriate storage,
  • Rotation (FIFO),
  • Maintaining temperature control,
  • Ensuring product integrity.

Seller is not liable for deterioration caused by improper storage or handling after delivery.

13. Export, Import & Regulatory Compliance

Buyer is responsible for:

  • Obtaining import permits,
  • Ensuring the product is legal in the destination market,
  • Complying with food standards, labeling, and customs regulations.

Seller may provide support documents (e.g., COA, MSDS, RMP, E-cert) but does not guarantee international acceptance.

14. Force Majeure

Seller is not liable for inability to supply due to events beyond its reasonable control, including but not limited to:
Natural disasters, pandemics, shipping disruption, supplier failure, wars, labour disputes, government action, or regulatory changes.

15. Cancellation

Orders cannot be cancelled once confirmed unless Seller agrees.
If cancellation is accepted, Buyer must pay:

  • All costs incurred to date,
  • Restocking fees,
  • Supplier cancellation charges.

16. Governing Law

These Terms are governed by the laws of New Zealand.
Any disputes shall be resolved exclusively in the New Zealand courts.

17. General

17.1 If any clause is invalid, the remainder remains enforceable.
17.2 The Seller may update these Terms at any time by posting the updated version online.
17.3 Continued ordering constitutes acceptance of updated Terms.