Information for suppliers
RITCHIES TRANSPORT HOLDINGS LIMITED
Terms and Conditions of Trade (Purchase of Goods and/or Services)
Terms and Conditions of Trade (Purchase of Goods and/or Services)
1.Definitions
1.1Unless otherwise specified, the following definitions apply in these Terms:
(a)Confidential Information means information that:
(i)is identified by a Party as ‘confidential’, ‘restricted’ or similar when it is disclosed;
(ii)a Party knows or ought to know is confidential; or
(iii)is non-public financial, business or commercial information relating to the other Party (in any form) which a Party receives in connection with a Contract.
(b)Contract means the contract formed in accordance with clause 4.1, comprising the Terms and the content of the particular Order.
(c)Customer means Ritchies Transport Holdings Limited.
(d)Default Rate means 2% per annum.
(e)Delivery means, in the case of Goods, the delivery of the Goods to the Delivery Location and/or the completion of the performance of the Services (to the Customer’s reasonable satisfaction) as set out in clause 6.
(f)Delivery Location means the location or address for delivery as recorded in an Order or as specified by the Customer in writing.
(g)Force Majeure Event means an event that is beyond the reasonable control of the Party immediately affected by the event, including but not limited to:
(i)acts of God, fire, earthquake, storm, flood, landslide and any natural disaster;
(ii)acts of government authority, whether lawful or unlawful;
(iii)epidemic and pandemic; and
(iv)acts of terrorism and war (whether declared or not), invasion and insurrection.
A Force Majeure Event does not include lack of funds or any risk or event that the Party claiming could have prevented or overcome by taking reasonable care.
(h)Goods means the goods, products or materials (including components of the same) specified in an Order to be supplied by the Supplier to the Customer.
(i)GST means goods and services tax payable pursuant to the Goods and Services Tax Act 1985, at the rate prevailing from time to time.
(j)HSWA means the Health and Safety at Work Act 2015 and includes any other relevant health and safety laws, orders, regulations and standards.
(k)Intellectual Property Rights means all intellectual property rights and interests (whether existing in statute, common law or in equity), including copyright, know-how, trade secrets, trademarks, trade names, domain names, designs, patents and other proprietary rights, recognised or protected by law.
(l)Order means an order for Goods and/or Services placed by the Customer from time to time.
(m)Parties means the Supplier and the Customer and Party means either one of them.
(n)Personnel means all individuals engaged by or associated with either Party in relation to these Terms or any Contract, including a Party’s directors, employees, subcontractors and agents.
(o)PPSA means the Personal Property Securities Act 1999.
(p)Price means the price payable by the Customer to the Supplier for the provision of Goods and/or Services under a Contract.
(q)Quote means a valid, written quote provided by the Supplier to the Customer.
(r)Services means the services specified in a Quote or an Order, to be performed by the Supplier for the Customer.
(s)Specifications means any technical or other specifications relating to the Goods or Services attached to or referred to in a Quote or an Order.
(t)Supplier means any person, firm, company or corporate entity with whom the Customer places an Order for Goods and/or Services, which is accepted by the Supplier in accordance with these Terms.
(u)Terms means these terms and conditions (including any Schedules) as amended from time to time.
(v)Working Day means any day other than a Saturday, Sunday or public holiday (as that term is defined in section 5(1) of the Holidays Act 2003) in Auckland.
2.Interpretation
2.1Unless otherwise specified, the following rules of interpretation apply in these Terms:
(a)References to the Parties include their respective executors, administrators, successors and permitted assignees.
(b)References to the words including, include or similar words do not imply any limitation and are deemed to have the words without limitation following them.
(c)An obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done.
(d)References to a statute or statutory provision means a New Zealand statute or statutory provision and shall include all statutes or statutory provisions amending, consolidating or replacing that statute or statutory provision referred to, and any regulations, codes, orders in council and other instruments issued or made under that statute or statutory provision.
(e)References to written or in writing shall include all modes of presenting or reproducing words, figures and symbols in a visible form (including via email).
(f)References to time and dates are to time and dates in New Zealand.
(g)References to $ are references to New Zealand dollars.
3.Orders
3.1The Customer may place an Order with the Supplier via phone call, text message, email or otherwise, requesting the Supplier’s delivery of the Goods and/or performance of the Services.
3.2Upon receipt of an Order from the Customer the Supplier may request further information from the Customer in respect of the Order (if necessary). The Customer must provide reasonable information, support and direction to the Supplier in order to clarify an Order.
4.Application of Terms
4.1A Contract is formed when the Supplier accepts or is deemed to have accepted an Order placed by the Customer. The Supplier can accept an Order verbally or in writing and is in any case deemed to have accepted an Order by Delivery of the Goods and/or commencement of performance of the Services. In addition to these Terms, a Contract includes the terms of each Order and any Specifications unique to an Order.
4.2Despite any other provision in these Terms:
(a)If the Parties have entered into a contract for the provision of the Goods and/or Services which has been subject to effective negotiation between the Parties (Negotiated Contract), the terms of that Negotiated Contract will apply and prevail over any other terms and conditions (including these Terms).
(b)In the absence of a Negotiated Contract, these Terms will apply and will prevail over any other terms and conditions in existence, unless otherwise agreed between the Parties in writing. The Supplier will not provide the Goods and/or Services on any other terms and conditions unless otherwise agreed in writing, including any Supplier terms.
5.Title and Risk
5.1Title to and risk in the Goods and/or Services will remain with the Supplier until Delivery.
5.2The Supplier must supply the Goods and/or Services free from any liens, charges, security interests (as that term is defined in the PPSR) or any other encumbrances.
6.Delivery
6.1Delivery will be deemed to have taken place when:
(a)in the case of Goods, the Supplier unloads and the Customer accepts the Goods at the Delivery Location; and
(b)in the case of Services, the completion of the performance of the Services to the Customer’s reasonable satisfaction.
6.2The Supplier will appropriately pack and protect the Goods against damage and deterioration (at the Supplier’s expense) and will be liable for any damage to the Goods which occurs during Delivery or transit.
6.3If the Order specifies a delivery date, the Supplier will use all reasonable endeavours to meet that delivery date.
6.4Unless otherwise agreed in writing or recorded in a Quote, the Supplier will arrange Delivery.
7.Inspection
7.1The Customer must inspect and accept or reject (as the case may be) the Goods and/or Services within a reasonable time after Delivery or, in the case of a latent defect, within a reasonable time after the latent defect has become apparent.
7.2The Customer must promptly inform the Supplier of any:
(a)shortfall, damage or other issues relating to the Goods; and/or
(b)defects, faults or other issues relating to the Services,
(Issues).
7.3If the Customer identifies Issues, it may:
(a)require the Supplier to repair, replace or repeat (as the case may be) the relevant Products or Services at the Supplier’s cost; or
(b)require the Supplier to refund the price of the rejected Goods or Services in full; and
(c)in either case, recover from the Supplier any costs, expenses or losses resulting from the Issues/non-conforming Goods or Services.
7.4In the event that the Supplier, acting reasonably, disputes the Issues, either Party may initiate the Dispute Resolution procedure set out in these Terms. The Customer shall not be required to pay for any Goods and Services while they remain subject to Dispute Resolution.
8.Services
8.1If a Contract includes the performance of Services, this clause 8 will apply in addition to the rest of the Terms.
8.2The Supplier will, at its cost, obtain all licenses, consents, or approvals from the regional and/or territorial authority that may be required in relation to the Services.
8.3The Customer will provide the Supplier with reasonable access to the property or site on which the Supplier is to perform the Services, to enable the Supplier to perform the Services.
8.4The Supplier will ensure that its Personnel entering onto any of the Customer’s sites shall comply with all reasonable directions of the Customer and its staff in relation to health and safety, environmental, security or other requirements and complete any required safety vetting or site induction programme(s).
8.5The Supplier may, with the prior written consent of the Customer, engage subcontractors to assist it in performing the Services, provided that the Supplier remains fully liable for the acts and omissions of any subcontractor as if they were the acts and omissions of the Supplier.
9.Price
9.1In consideration of the provision of the Goods and/or performance of the Services, the Customer will pay the Supplier the Price.
9.2The Price will be the Price included in a Quote (if any) and confirmed in an Order.
9.3Unless otherwise specified in writing or in a Quote or Order, GST, delivery/freight, handling, packaging, duties, insurance (if applicable) and any other costs directly related to the provision of the Goods and/or Services are included in the Price.
10.Payment
10.1The Supplier will invoice the Customer either following Delivery of the Goods and/or Services or at the end of the month for Goods delivered or Services completed during that month (at the discretion of the Supplier).
10.2Each Supplier invoice must meet the requirements of the Goods and Services Tax Act 1985 and include the applicable Order number.
10.3The Customer will pay the Supplier’s valid, undisputed invoice on or before the date that is the 20th day of the month (or the next Working Day after the 20th, if the 20th is not a Working Day) following the month of the Supplier’s invoice.
10.4The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether such liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the same Contract.
10.5Unless otherwise agreed by the Supplier, the Customer’s payment must be made to the bank account specified in the Supplier’s invoice.
10.6If the Customer does not pay any valid, undisputed invoice by the due date, then (without prejudice to any of the Supplier’s other rights), the Supplier may:
(a)charge interest on the outstanding amount at the Default Rate (calculated daily) until payment is made in full; and/or
(b)suspend the supply of further Goods and/or Services to the Customer under clause 12.
11.Warranties
11.1The Supplier warrants to Customer that:
(a)the Goods and/or Services will comply and conform with any Specifications included in a Quote, an Order or agreed between the Parties, will be fit for their intended purpose and will comply with all applicable legislation, regulations and codes of practice;
(b)the Goods will be appropriately packaged, packed and securely stored until Delivery to minimise the risk of damage, deterioration and theft;
(c)at the time of Delivery, the Goods will be free of any lien, encumbrance or security interest (as defined in the PPSA);
(d)the Goods will, for at least 12 months from the date of Delivery (or such longer period specified in any manufacturer’s warranty), be fit for the expected use and purpose and be free from any defect in design, materials, workmanship or title;
(e)the Supplier owns or is licensed all Intellectual Property Rights relating to the Goods and/or Services required for the Goods and/or Services to be provided to the Customer and neither the Goods and/or Services, nor the provision or use of the Goods and/or Services by Customer will breach any Intellectual Property Rights;
(f)the Services will be carried out with all due care, diligence and skill and performed by persons with the requisite skill and experience to the appropriate professional standard and in accordance with good industry practice as would be expected from a leading supplier in the relevant industry;
(g)it does not, and will not, engage in, facilitate, or knowingly benefit from any form of modern slavery, forced labour, human trafficking, debt bondage, or child labour in any part of its operations or supply chains; and
(h)it will assign to the Customer the benefit of any manufacturer’s warranty in respect of the Goods with effect from Delivery.
11.2Each Party warrants and represents to the other Party that:
(a)it has full power and authority to agree to enter into and bind itself to a Contract;
(b)all consents, authorisations and approvals that are necessary or required for that Party in connection with a Contract, and the assumption of rights and obligations under them, have been obtained or effected; and
(c)the agreement to and performance pursuant to a Contract does not constitute a breach of any law or obligation by which that Party is bound and which would prevent it from agreeing to or performing its obligations under a Contract.
12.Suspension and Termination
12.1The Supplier may suspend the supply of Goods and/or Services to the Customer if the Customer fails to pay any valid, undisputed invoice when due.
12.2A Contract may be terminated immediately by either Party giving written notice to the other as a result of:
(a)the other Party’s material breach of a Contract which is not capable of remedy or where the breach is capable of remedy, but the other Party fails to remedy the breach within 10 Working Days of receiving written notice specifying the breach and requiring it to be remedied; or
(b)the other Party becoming insolvent, or being subject to the appointment of a receiver, manager, liquidator, or statutory manager, or committing an act of bankruptcy, or making a scheme of arrangement with its creditors.
12.3The Customer may terminate a Contract with immediate effect by giving written notice to the Supplier if there is a change of ownership or control of the Supplier without the Customer’s prior written consent.
12.4Upon termination of a Contract (for whatever reason) the Customer shall, within twenty (20) Working Days of the date of termination, pay to the Supplier all sums due and owing to the Supplier under all Contracts for Goods and/or Services delivered up to the date of termination. Termination of the Contract will not affect any accrued rights or obligations of either Party.
12.5The Parties agree that the provisions of clauses 5 and 11 to 20 survive termination or expiry of the Contract.
13.Force Majeure
13.1Neither Party will be liable to the other, or be deemed to be in breach of a Contract, for any failure to perform its obligations under the Contract to the extent the failure is due to a Force Majeure Event, provided that the affected Party:
(a)takes all reasonable steps to perform its obligations and/or alleviate the delay; and
(b)provides written notice to the other Party as soon as reasonably practicable in accordance with clause 13.2.
13.2If a Party wishes to claim suspension of its obligations due to a Force Majeure Event, that Party will notify the other Party as soon as reasonably practicable. The notice will state:
(a)the nature of the circumstances giving rise to the Force Majeure Event;
(b)the extent of the affected Party’s inability to perform under the Contract;
(c)the likely duration of that non-performance (if known); and
(d)details of what steps are being taken to minimise the impact of the Force Majeure Event on the performance of the Contract.
13.3If a Party is unable to perform any obligations under the Contract for 30 Working Days or more due to a Force Majeure Event, the other Party may terminate the Contract immediately by giving written notice.
14.Liability
14.1Subject to clause 14.2, the Supplier shall indemnify the Customer and its officers and related companies against all claims, expenses, losses, damages and costs (including legal costs on a solicitor-own client basis) sustained or incurred arising from:
(a)any breach of a Contract by the Supplier;
(b)any negligent or wrongful act or omission of the Supplier or any of its Personnel in performing obligations under a Contract;
(c)any fraud, dishonesty, misrepresentation or wilful default of the Supplier;
(d)any infringement of a third party’s Intellectual Property Rights arising from the Customer’s use of the Goods and/or Services; and
(e)a recall of any Goods.
14.2Subject to clause 14.3, the Supplier’s total aggregate liability under a Contract whether arising in contract, tort (including negligence) or otherwise, is limited to the higher of:
(a)the total amount paid by the Customer to the Supplier in the 12 months preceding the most recent claim; and
(b)$500,000.
14.3Nothing in this Contract limits or excludes the Supplier’s liability for:
(a)death or personal injury caused by the Supplier’s misconduct or negligence;
(b)fraud or fraudulent misrepresentation;
(c)wilful default or wilful breach; or
(d)any liability which cannot legally be limited or excluded.
14.4Despite anything else in these Terms, neither Party will be liable for any indirect or consequential loss or damage arising in connection with these Terms or any Contract.
15.Disputes
15.1The Parties must use reasonable endeavours to resolve any disputes arising under or relating to a Contract by negotiation within 10 Working Days of written notice from either Party of the dispute.
15.2If the dispute is not resolved by negotiation within that period, either Party may refer the dispute to mediation conducted by a Resolution Institute panel mediator chosen by the Parties or, failing agreement, by the President of the New Zealand Law Society or the President’s nominee.
15.3If the dispute is not resolved by mediation within 20 Working Days of the commencement of mediation, either Party may commence court proceedings.
15.4If a dispute is settled at or following negotiations or mediation under this clause, such settlement shall be recorded in writing and be signed by the Parties, whereupon it shall be final and binding on the Parties.
15.5Nothing in this clause 15 will prevent either Party from seeking urgent interim relief from the courts:
(a)for interlocutory relief; or
(b)to enforce a settlement agreed to by the Parties.
16.Confidentiality and Collection of Information
16.1Each Party confirms that it has adequate security measures to safeguard the other Party’s Confidential Information from unauthorised access, or use by third parties, and that it will not use or disclose the other Party’s Confidential Information to any person or organisation other than:
(a)to its Personnel and advisers in connection with the Contract;
(b)to the extent necessary to provide the Goods and/or Services;
(c)if the other Party gives prior written approval to the use or disclosure;
(d)if and to the extent the use or disclosure is required by law; or
(e)in relation to disclosure, if the information has already become public, other than through a breach of the obligation of confidentiality by one of the Parties.
16.2Each Party will ensure that its Personnel who are involved with delivery of the Services are aware of and agreed to comply with the confidentiality obligations in these Terms.
16.3Each Party remains liable for the acts and omissions of any person to whom it discloses Confidential Information in accordance with this clause in respect of any Confidential Information disclosed to them.
17.Insurance
17.1The Supplier shall hold and maintain with a reputable insurer at all times during the term of a Contract (and for a period of not less than six months thereafter) public and product liability insurance of not less than $2,000,000 per occurrence and statutory liability insurance of not less than $1,000,000 per claim and shall provide evidence of such insurance to the Customer upon request.
18.Intellectual Property
18.1All Intellectual Property Rights owned by either Party and existing immediately prior to the point on which the Contract was formed will remain the exclusive property of that Party.
18.2All new Intellectual Property Rights that arise or are created by the Supplier or any of the Supplier’s Personnel in the course of supplying the Goods and/or Services specifically for the Customer (including all deliverables, reports, and materials created by the Supplier specifically for the Customer) shall vest in and be owned by the Customer upon creation. The Supplier assigns to the Customer all such Intellectual Property Rights with full title guarantee and shall do all further acts reasonably required to give full effect to this assignment.
18.3The Supplier grants to the Customer a non-exclusive, royalty-free, perpetual, irrevocable licence to use any of the Supplier’s Intellectual Property Rights that are incorporated into any Goods, Services or deliverable, to the extent necessary for the Customer to receive the full benefit of the Goods, Services and deliverables.
19.Notices
19.1All notices and other communications to be given under a Contract must be in writing in English and be addressed to the Party to whom it is to be sent at the physical address or email address from time to time designated by that Party in writing to the other Party (or its registered office, in the absence of any designation).
19.2Any notice or communication given under a Contract shall be deemed to have been received:
(a)at the time of delivery, if delivered by hand;
(b)three Working Days after the date of mailing, if sent by ordinary post within New Zealand; or
(c)if sent by email, on the date and time at which it enters the recipient’s information system, as evidenced (if required by the recipient, where delivery is disputed) in a confirmation of delivery report from the sender’s information system which indicates that the email was sent to the email address of the recipient.
19.3Any notice or communication received or deemed received after 5.00pm or on a day which is not a Working Day in the place to which it is delivered, posted or sent will be deemed not to have been received until the next Working Day in that place.
20.General
20.1A Contract or, if clause 4.2(a) applies, the terms of the Negotiated Contract, comprises the entire agreement of the Parties in relation to the supply of the relevant Goods and/or Services and supersedes any previous discussions, arrangements and representations between the Parties.
20.2Nothing in these Terms should be interpreted as constituting either the Supplier or the Customer an agent, partner or employee of the other and neither Party will have the authority to act for or to incur any obligation on behalf of the other Party except as expressly provided for in the Contract.
20.3The supply of Goods and/or Services under these Terms is not exclusive. The Customer may purchase goods or services that are the same as or similar to the Goods or Services from any third party or provide them itself.
20.4No failure or delay by either Party in exercising any right under these Terms shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise of any right under these Terms. Any waiver must be in writing and signed by the waiving Party.
20.5The Supplier may not assign, subcontract or otherwise transfer any of its rights, benefits or obligations under the Contract without the prior written consent of the Customer.
20.6Each Party agrees that it will, at all times, comply with all laws, regulations and orders in carrying out its obligations under a Contract.
20.7If any provision of the Contract is found by a court or other competent authority to be void or unenforceable, such provision will be deemed to be deleted from the Contract and the remaining provisions of the Contract will continue in full force and effect.
20.8A Contract or these Terms may only be amended or varied in writing and signed by each Party.
20.9These Terms and any Contract, and any claims arising out of or in connection with it or its subject matter or formation (including non-contractual claims), will be governed by and construed in accordance with the laws of New Zealand and the Parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand for any matter arising under or relating to the Contract or its subject matter or formation or the relationships established by it (including non-contractual claims).
The above Terms are valid as of August 2026 and are subject to change.
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