These terms and conditions (“Product/Service Terms”) apply to all supplies of products and/or services between Zero Invasive Predators Limited (referred to in these Product/Service Terms as “ZIP”, “we”, “us” or “our”) and a customer (referred to in these Product/Service Terms as “Customer”, “you” or “your”).
You acknowledge that you have read these Product/Service Terms and agree to all its terms and conditions. By purchasing our Products and Services, you agree to be bound by the Product/Service Terms.
If you would like to contact us to understand more about the Product/Service Terms or wish to contact us concerning any matter relating to them, please send an email to products@zip.org.nz.
1. Orders
(a) All orders for Products and/or Services must be placed in the manner and form required by ZIP.
(b) A contract for the supply of Products and/or Services is created when ZIP accepts your order in writing (the “Contract”). The Contract comprises the documentation evidencing the order and/or service request (which may include order forms or other order correspondence), and these Product/Service Terms. If there is any inconsistency between these Product/Service Terms and any documentation evidencing the order, these Product/Service Terms prevail unless ZIP agrees otherwise in writing.
(c) A quote does not create a binding contract until you place an order which is then accepted by ZIP. A quote is valid for 30 days.
(d) We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same Customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we will attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
2. Pricing
(a) The price payable for any Product and/or Service will be confirmed in a Contract.
(b) We reserve the right at any time to alter our pricing, effective from the date specified by us and applicable to all orders of Products or requests for Services accepted by us after that date.
(c) All prices exclude goods and services tax or any other applicable taxes, unless otherwise agreed in writing.
(d) All prices stated are in New Zealand currency, unless otherwise agreed in writing.
3. Payment
(a) For Product orders greater than $5,000 a deposit of 50% of the total price payable is required to confirm the order. We will issue an invoice for this deposit.
(b) Unless otherwise agreed in the Contract and subject to a valid tax invoice being received by the Customer, the Customer must make payment (without deduction or set-off of any kind) for any Products and/or Services by the 20th of the month following the date of invoice.
(c) If an amount is not paid by the due date, we may charge interest on that amount at 5% per annum (calculated on a daily basis) from the due date to the date of actual payment.
(d) If you dispute an invoice or any part of an invoice, you must notify us in writing within seven days of receiving the invoice of the reason for the dispute. You must pay the portion of the invoice that is not in dispute.
4. Delivery
(a) We will deliver the Products and/or Services in the manner and place specified in the relevant Contract or if not specified, delivery will be as determined by us.
(b) Any time stated for delivery is an estimate. ZIP is not liable for any delay in delivery.
5. Title and risk
(a) Risk in the Products passes from ZIP to a Customer on delivery of the Products.
(b) Legal and beneficial ownership of Products does not pass to the Customer until all amounts due to ZIP have been paid in full.
(c) As security for payment by the Customer of all amounts owing by the Customer to ZIP, the Customer agrees that ZIP holds a security interest in all Products ZIP agrees to sell to the Customer under any Contract, together with the proceeds of such Products. ZIP may register a financing statement in respect of the Products in accordance with the provisions of the Personal Property Securities Act 1999 (PPSA).
(d) The Customer waives its right to receive a copy of any verification statement confirming registration of a financing statement or financing change statement relating to the security interest.
(e) The Customer waives its rights under the sections referred to in section 107(2) of the PPSA and agrees that nothing in section 114(1)(a), 133 and 134 of the PPSA applies to these Product/Service Terms.
(f) For the purposes of this clause “financing statement, “financing change statement”, “proceeds” “security interest”, “verification statement” have the meaning set out in the PPSA.
6. Warranty
(a) ZIP warrants that Products (excluding the MagNode) supplied to the Customer will be free of defects (in materials or manufacture) for a period of 2 years from date of delivery of the Products. The warranty period for the MagNode is 1 year.
(b) Where Products are purchased for business purposes, the Customer agrees that the Consumer Guarantees Act 1993 does not apply.
(c) ZIP may repair or replace Products or refund the price paid by the Customer for the Products (see clause 7) at our discretion.
(d) The warranty in clause 6(a):
(i) does not apply to Products that were installed or used incorrectly, or used for purposes that they are were not originally intended for; and
(ii) is personal to the Customer and is not assignable without the prior written consent of ZIP.
7. Product Refunds
(a) In order to qualify for a refund, the Product must be defective and not damaged or modified (as a result of actions taken by the Customer). In order to ensure that these criteria have been met, all returns will be inspected. If the Product does not meet these criteria, then we reserve the right not to issue a refund.
(b) In order to return an order for a refund, you must contact us first for, among other things, advice about where to return the items. If you would like to contact us concerning a refund, then you may send an email to products@zip.org.nz.
(c) You will be responsible for paying the costs of shipping items that you wish to return. You must take care to ensure that the goods are properly packaged so that they will not be damaged while in transit.
(d) If we assess that Product you returned to us is defective, then we may refund the price paid for the Product at our discretion. If the Product is not defective, we may decline your request for a refund.
8. Service obligations
(a) Where ZIP agrees to provide any Services, it will, and will ensure its employees, agents and any subcontractors, perform the Services with the degree of care, diligence and skill which would reasonably be expected from a provider of services in New Zealand that are substantially similar to the Services.
(b) ZIP will ensure that its personnel have the necessary skills, experience, training and resources to deliver the Services.
(c) If ZIP provides Services at the Customer’s premises, ZIP will observe the Customer’s policies and procedures, including those relating to health and safety, and security requirements. The Customer must inform ZIP what the relevant policies and procedures are, and either give ZIP a copy of them or provide an internet link.
9. Limitation of liability
(a) To the maximum extent permitted by law, ZIP’s maximum aggregate liability arising out of or in connection with these Product/Service Terms will be limited to the price paid by the Customer for the Products and/or Services which are the subject of the relevant claim.
(b) To the maximum extent permitted by law, neither ZIP, nor its affiliates, officers, directors, employees or suppliers will be liable for any indirect or consequential loss (including, without limitation, loss of profit, goodwill, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) or special or exemplary damages.
10. Intellectual Property
These Product/Service Terms do not transfer to you any intellectual property owned by ZIP or third-parties.
11. Termination
If:
(a) the Customer breaches any provision of these Product/Service Terms; or
(b) the Customer suffers any bankruptcy or insolvency event (including, without limitation, appointment of any liquidator, receiver, or administrator over the Customer or any of its assets; any resolution passed, proceedings filed or order made for liquidation, receivership, administration, bankruptcy, winding-up or dissolution or entry into any compromise or arrangement with creditors),
then ZIP may suspend or terminate any or all Contracts with the Customer and enter on any premises where Products are located and take possession of and remove the Products.
12. Changes
(a) We reserve the right to modify the Product/Service Terms at any time, effective upon posting an updated version of the Product/Service Terms on ZIP’s website.
(b) When we do, we will revise the date of the Product/Service Terms below. The Product/Service Terms were last updated on 6 December 2019.
13. General
(a) Each Contract (including the Product/Service Terms) constitutes the entire agreement of the parties and may only be amended in writing.
(b) ZIP is not liable for any delay or failure in performance of its obligations under these Product/Service Terms if the delay or failure is due to any cause outside its reasonable control (including delays or failures caused by third party suppliers).
(c) You may not assign or transfer any rights to any other person without our prior written consent. We may assign or transfer any or all of our rights, benefits and obligations under these Product/Service Terms or any Contract, in each case without your consent.
(d) If any part or provision of these Product/Service Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision that, as far as possible, accomplishes the original purpose of that part or provision. The remainder of the Product/Service Terms will be binding on the parties.
(e) A person who is not a party to these Product/Service Terms or any Contract has no right to benefit under, or to enforce any term of, these Product/Service Terms.
(f) ZIP may collect, use and disclose personal information about a Customer or a Customer’s representatives. The collection of personal information is governed by the privacy policy in ZIP’s Website Terms of Use.
(g) These Product/Service Terms are governed and must be construed in accordance with the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the New Zealand courts.
