1.1 In these Conditions, unless the context requires otherwise:
- Conditions means these terms and conditions of sale and any special terms and ocnditions agreed in writing by OPOL.
- Customer means the person who buys or agrees to buy the Goods from OPOL.
- Customer Account means an account opened in the name of the Customer which allows the Customer to purchase Goods from the WEbsite up to an agreed credit limit.
- Delivery Date means the date specified by OPOL when the Goods are to be delivered.
- E-Commerce Services means the services available through the Website by which amounts payable to OPOL are paid by online credit card transaction and E-Commerce Process shall mean the process by which those services are provided;
- Goods means the products which the Customer agrees to buy from OPOL.
- Order means a request (either verbal, in writing or through the Website) by the Customer to purchase Goods
- Price means the price for the Goods, excluding carriage, packing, insurance and GST.
- OPOL means Rapasa Investments Limited trading as Office Products Online and includes its subsidiaries and related companies;
- Website means OPOL’s website located at the url: www.officeproductsonline.co.nz
2. Conditions Applicable
2.1 These Conditions shall apply to all Orders, to the exclusion of all other terms and conditions, including any terms and conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All Orders shall be deemed to be an offer by the Customer to purchase Goods and each Order shall constitute a separate contract governed by these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by OPOL.
3. Sale by Description
3.1 The Goods shall be supplied in accordance with the description contained on the Website (and manufactured in accordance with all applicable industry standards which relate specifically to the Goods).
3.2 OPOL may, from time to time, make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements, or which do not materially affect the quality or fitness for purpose of the Goods.
3.3 Any contractual description of the Goods by OPOL relates to the identity of the Goods, but only if it relates to central characteristics of the Goods or any substantial ingredient in their identity.
4. Price and payment online
4.1 The Price shall be the price as stipulated on the Website, current at the time the Customer places the Order.
4.2 Unless otherwise agreed in writing, OPOL shall not be bound to deliver the Goods until the Customer has paid for them (plus GST and any additional charges) and time of payment shall be of the essence.
4.3 The Price shall be paid by credit card using the E-commerce Services.
4.4 The Customer agrees not to use OPOL’s E-Commerce Services for any improper, injurious, offensive or unlawful purpose.
4.5 In using OPOL’s E-Commerce Services, the Customer represents and warrants that the Customer is over 18 and has legal capacity to contract in New Zealand. The Customer represents and warrants that the credit card is issued in the Customer’s name or the Customer has authority to use the card and that the Customer shall pay to the credit card issuer all charges incurred through the use of the E-Commerce Services.
4.6 Upon completing a transaction using OPOL’s E-Commerce Services, the Customer will be presented with a confirmation screen verifying the transaction details the Customer wishes to process. It is the Customer’s responsibility to verify that all transaction information and other details are correct. The Customer should print the transaction confirmation for future reference and the Customer’s files. OPOL shall have no liability for transactions which are incorrect as a result of inaccurate data entry in the course of providing E-Commerce Services or for loss of data or information caused by factors outside of its control.
4.7 OPOL shall be entitled at any time without prior notice or any liability to the Customer, to alter, cancel or suspend any or all E-Commerce Services temporarily or permanently and/or to substitute alternative services, which may or may not be interactive or transactional in nature.
5. Refunds Policy
5.1 A refund will only be provided when it has been proven that there has been an overpayment or where OPOL agrees. When applying for a refund the Customer must provide OPOL with proof of the overpayment. If the Customer’s refund request is accepted, the refund will be transferred back to the originating credit card or held to the Customer’s credit against future invoices. No cash refunds will be given.
6. Security of online transactions
6.1 The E-Commerce Services are provided through a secure website using SSL (secure socket layer) encryption. However, the Customer acknowledges and agrees that Internet transmissions are never entirely secure or private, and that any message or information the Customer sends to or through the Website (including credit card information) may be read or intercepted by others, even where a Website is stated as being secure. Neither OPOL nor DPS shall have any liability for the interception or 'hacking' of data through the Website by unauthorised third parties.
7. Customer Accounts
7.1 The Customer may apply for a customer account by completing the online form on the Website.
7.2 Acceptance of the Customer’s application for a Customer Account shall be in OPOL’s sole discretion and subject to such credit checks or terms as OPOL sees fit.
7.3 Where the application for a Customer Account is accepted the Customer may purchase Goods from the Website up to the agreed credit limit.
7.4 Payment of all invoices must be made by the 20th of the month following the date of the invoice and may be made by cash, cheque or credit card. The Customer may not withhold payment of any invoice or other amount by reason of any right of set off or counterclaim which the Customer may have, or allege to have, or for any reason whatever.
7.5 OPOL may terminate a Customer Account in its sole discretion.
8. Delivery of the Goods
8.1 Delivery of the Goods shall be made to the Customer’s nominated address on the Delivery Date. The Goods may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the Customer. The Customer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.
8.2 The Customer must notify to OPOL any loss or damage to the Goods within two days of receipt and the Goods shall be held for inspection to enable a claim to be made on the carrier. The Customer shall immediately notify OPOL if the Goods are not received within 7 days of the date of the invoice.
8.3 OPOL shall not be liable to the Customer for late delivery or short delivery of the Goods.
8.4 The Customer shall be deemed with acceptance of the Goods 48 hours after delivery to the Customer.
8.5 After acceptance, the Customer shall not be entitled to reject the Goods which are not in accordance with the Order.
8.6 When the Customer accepts, or has been deemed to have accepted any Goods, then OPOL shall have no liability whatever to the Customer in respect of those Goods.
8.7 OPOL may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with these Conditions (or OPOL may raise a separate invoice and require payment for each instalment).
8.8 The failure or refusal of the Customer to take delivery or to pay for any one or more of the said instalments of the Goods on the due dates shall entitle OPOL (at the sole option of OPOL):
- Without notice to suspend further deliveries of the Goods pending payment by the Customer; and/or
- To treat the Order as repudiated by the Customer.
8.9 OPOL shall not be liable for any loss or damage whether due to failure by OPOL to deliver the Goods (or any of them) promptly or at all.
8.10 Notwithstanding that OPOL may have delayed or failed to deliver the Goods (or any of them) promptly, the Customer should be bound to accept delivery and to pay for the Goods in full, provided the delivery shall be tendered at any time within 1 month of the Delivery Date.
9. Termination of supply
- the Customer fails to make payment of the Price; or
- commits any other breach of these Conditions;
- any distress or execution shall be levied upon any of the Customer’s property;
- the Customer offers to make any arrangement with its creditors;
- any bankruptcy petition is presented against the Customer;
- the Customer is unable to pay its debts as they fall due;
- if being a Limited Company any resolution or petition to wind up the Customer (other than for the purposes of amalgamation or reconstruction without insolvency) is passed or presented;
- a receiver, administrator, administrative receiver, or manager is appointed over the whole or any part of the Customer’s business or assets;
- the Customer shall suffer any similar proceedings under foreign law; respect of any Orders shall become payable immediately.
9.2 In addition, OPOL may, in its absolute discretion, and without prejudice to any other rights it may have:
- Suspend all future supply of Goods to the Customer; and/or
- Terminate all Orders without liability on its part; and/or
- Charge interest at the rate of 2% per month on all sums outstanding;
- Collect any sums owing, in which case the Customer shall be liable for any collection costs incurred on a solicitor / own client basis;
- Exercise any of its rights under to clause 11.
9.3 OPOL shall be entitled to a general lien on all Goods of the Customer in OPOL’s possession (including Goods of the Customer which have been paid for) for the unpaid price of all Goods sold to the Customer by OPOL under any Order.
10. Retention of Title and Personal Property Securities Act 1999 (PPSA)
10.1 Goods shall be at the Customer’s risk from delivery.
10.2 Despite delivery having been made, property in the Goods shall not pass from OPOL until:
- The Customer has paid the Price plus GST in full; and
- No other sums whatever shall be due from the Customer to the OPOL.
10.3 Where a security interest is created pursuant to the PPSA the Customer agrees that the security interest in the Goods extends to the Proceeds (as defined in s16 PPSA) and acknowledges that the security interest will continue until OPOL gives the Customer a final release.
10.4 OPOL may at its sole discretion and in such manner as it determines allocate payments made by the Customer to outstanding amounts due in relation to any Goods supplied by it.
10.5 Until property passes, the Customer agrees that it:
- will keep the Goods insured to their full insurable value against loss or damage in OPOL’s name as unpaid vendor;
- hold the Goods as bailee for, and in a fiduciary relationship with, OPOL;
- will keep the Goods separate and readily identifiable while the Goods are in its possession or control;
- will not do or omit to do, or allow to be done, anything which could adversely affect the Goods or the security interest.
10.6 If the Customer defaults under these Conditions or under any other payment obligation to OPOL :
- Each security interest created in favour of OPOL will become immediately enforceable.
- OPOL may, at any time, by notice to the Customer declare all or any part of the moneys owing to it to be due and payable immediately, upon demand or at a later date as it may specify.
- OPOL may:
- Enter the Customer’s premises where the Goods are stored to take possession of and either sell or retain the Goods;
- Pay any expenses incurred in the exercise of any such powers out of the revenue from, or proceeds of realisation of, the Goods.
- Appoint a receiver in respect of any Goods (without the Customer’s consent) and any receiver is authorised to do anything referred to in these Conditions and otherwise to exercise all rights and powers conferred on a receiver by law.
10.7 OPOL will not be liable for any damage caused to the Customer or the Customer’s premises in exercising its rights under this clause.
10.8 The Customer shall pay all of OPOL’s costs, losses and other liabilities (including legal expenses on a solicitor-Customer basis) incurred by it in connection with the exercise, or attempted exercise, of any right arising under this clause or the PPSA.
10.9 Nothing expressed in the other provisions of this clause limits or otherwise adversely affects OPOL’s rights under the PPSA.
10.10 The Customer waives its rights under sections 114(1)(a); 116; 120(2); 121; 125; 129; 131; 132; 133 and 134 of the PPSA and to receive a copy of the Verification Statement or a Financing Change Statement relating to the Security Interest.
10.11 The Customer must give written notice to OPOL immediately in writing upon any change of name or any change in management or control. In the event of any change in management or control the Customer agrees to make further credit support available upon being requested to do so.
10.12 If requested by OPOL, the Customer must promptly do all things (including signing any document) and provide all information necessary to enable OPOL to perfect and maintain the perfection of any and each security interest granted to OPOL by the Customer (including by registration of a Financing Statement).
11.1 Where the Goods are of a kind commonly acquired for personal, domestic or household use or consumption and the Consumer Guarantees Act 1993 applies to an Order;
- If any of the Goods fail to comply with any guarantee in the Consumer Guarantees Act, OPOL will repair and replace those Goods.
- Without excluding OPOL’s obligation under the Consumer Guarantees Act 1993, the Customer acknowledges that OPOL does not provide any express guarantees (as defined in that Act) other than those expressly confirmed by OPOL in writing.
- If the Goods are acquired by the Customer for a business purpose, the Customer agrees that the Consumer Guarantees Act 1993 does not apply.
11.2 If the Goods are acquired by the Customer for a business purpose, the Customer agrees that the Consumer Guarantees Act 1993 does not apply.
11.3 The following terms apply where the Consumer Guarantees Act 1993 does not apply to an Order or where the following terms are not inconsistent with the Consumer Guarantees Act 1993:
- Defective Goods or Goods which do not comply with an Order may, at OPOL’s discretion, be repaired or replaced, or the price refunded.
- Any right which the Customer may have to reject non-confirming or defective Goods will only be effective if:
- The Customer notifies OPOL in writing within 48 hours following delivery and OPOL is given the opportunity to inspect the Goods, and the Goods are returned un-used, re- saleable and/or in the condition the Customer received them.
- OPOL will not repair or replace or refund the Price for so long as the Customer is in default in relation to any amount owing.
- Any conditions, warranties, descriptions, representations, conditions as to fitness or suitability for purpose, tolerance to any conditions, merchant ability or otherwise, whether expressed or implied by law, trade, custom or otherwise, or:
- Any representation, warranties, conditions or agreements made by any agent or representative which are not expressed confirmed by OPOL in writing, or any services forming part of the supply of the Goods which have been performed by any third party, and the Customer agrees to indemnify OPOL against any such claim.
12. Exclusion of Liability
12.1 OPOL shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by OPOL of these Conditions.
12.2 In the event of any breach of these Conditions by OPOL, the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of OPOL exceed the Price.
13. Force majeure
13.1 Neither party shall be liable for any default due to any act of God or civil disturbance, malicious damage, strike, lock-out, industrial action, fire, flood, drought, extreme weather conditions compliant with any law or governmental order, rule, regulation, direction or any other circumstance beyond the reasonable control of either party.
13.2 Each party shall give notice forthwith to the other upon becoming aware of a force majeure event, the notice to specify details of the circumstances giving rise to the force majeure event.
14.1 Any notice under, or in connection with these Conditions, shall be in writing and shall be served by fast post or by hand on a party, sent by guaranteed delivery or email at or to the trading address of the party last known.
14.2 In the absence of evidence of earlier receipt, any notice shall be deemed to be duly served;
- If delivered personally when left at the address;
- If so by guaranteed delivery three days after posting; and
- If sent by email, when received.
15.3 The Customer’s use of the E-Commerce Services means that the Customer agrees to provide information through electronic means. This means the Customer agrees to provide any relevant information in the format and to the standards described for each transaction. It also means the Customer agrees and understands that the information will be retained in electronic form.
15.4 The Customer has rights of access to personal information so collected, subject to the provisions of the Privacy Act 1993.
15.5 The Customer agrees that its personal information may be used by OPOL to advise the Customer of OPOL’s other Goods and services by email newsletter subject always to the Customer’s right to opt out of such email communication.
15.6 The Customer authorises the disclosure of personal information held by any other party to OPOL regarding any previous sale agreements entered into by the Customer and/or any information in relation to the financial position of the Customer.
15.7 The Customer agrees that OPOL may release to other parties information regarding any Order in order to enforce these Conditions.
16. Dispute resolution
16.1 If any dispute or difference shall arise between the parties as to the meaning of these Conditions, or any matter or thing arising out of or connected with these Conditions, then the parties shall attempt to settle that difference by negotiation.
16.2 Where negotiation is unsuccessful then the dispute shall be referred to mediation with the mediator being agreed by the parties or in the absence of agreement being appointed by LEADR. The costs of mediation shall be borne equally by the parties.
17. Law of Contract
17.1 This contract shall be governed by the laws of New Zealand and the parties irrevocably accept the jurisdiction of the New Zealand Courts.