Traffic Safe NZ - Palmerston North, Manawatu - Cloverlea

‍Important note: These Supplier Terms apply to all purchases of Goods or Services by Traffic Safe NZ Limited unless agreed otherwise by us in writing. By supplying us with Goods or Services at our request, you agree that any other terms specified in any terms of trade, acknowledgment, order documentation, invoice or other contractual document supplied by you at any time will not apply to the extent they are inconsistent with these terms. These Supplier Terms also take precedence over any verbal or oral representations made by any party to the contrary.

‍1. What do we have to pay?‍

1.1 Unless agreed otherwise, any price or cost or estimate specified by you includes all costs of testing, inspection, labelling, transport, delivery and off-loading at our location.

‍2. How will payment be made?‍

2.1 You provide invoices to us by 5:00 pm on the Tuesday of the week following delivery of the Goods
and/or Services by you.

2.2 Payment for Goods and/or Services will be due to be made by us on the 20th day of the month following receipt of your invoice.

2.3 If we dispute the accuracy of any amount invoiced, we will pay such amount as we in good faith believe to be correct and will provide written notice setting out the reason for our dispute. If we are unable to resolve the matter, then the amount properly payable will be referred to dispute resolution under clause 12. As long as our dispute is in good faith, no penalty, late payment or default interest will be payable by us.

‍3. What rules apply to Goods being supplied?‍

3.1 Where you are supplying goods to us:
(a) Legal and equitable title to Goods passes to us on delivery; and
(b) You are responsible for all risks and damage to the Goods until final acceptance by us.

3.2 Goods incorrectly supplied will be returned at your expense and will be credited to us in full.

3.3 Acceptance of the Goods by us will occur on the date which we notify you in writing of acceptance.

3.4 Delivery of all Goods must be made on the dates and at the address specified in our order. If you fail to meet such delivery date we may, without limiting our other rights and remedies, cancel all or part of our order. If we have paid a deposit we are entitled to be refunded in full.

3.5 You warrant that all Goods supplied:
(a) Are safe;
(b) Are free from encumbrances, defects or fault;
(c) Include appropriate and correct warnings and instructions;
(d) Are fit for the purpose and of high quality; and
(e) Comply with any representations, descriptions, samples or other specifications including quality, function, performance or design.‍

4. What general rules apply to Services being supplied?‍

4.1 You warrant that you will:
(a) Perform all Services with reasonable skill, care and diligence in a professional manner;
(b) Ensure that all Services are performed in accordance with any timeframes agreed or indicated;
(c) Liaise with us during the course of performing any Services in accordance with our reasonable requirements.

5. What special rules apply to the provision of temporary workers?‍

5.1 Where you are providing us with temporary workers, the following will apply:
(a) You will at all times be the employer of those temporary workers and you will be responsible for meeting all costs associated with their employment.
(b) We may, at no cost or penalty, cancel any request for temporary workers prior to their work or assignment to us will commence.
(c) We may also cancel any request for temporary workers once the temporary worker has commenced the work or assignment provided that we will then pay you for up to four hours of work per cancelled request if the temporary worker is willing to complete these hours. If the temporary
worker has completed more than four hours of work or is unwilling to complete up to four hours of work then we will pay you for the actual number of hours worked.
(d) All temporary workers supplied by you must have all necessary qualifications and/or certifications and/or personal protective equipment to carry out any specialised services they are engaged for by us.
(e) Notwithstanding the types of work the temporary worker was originally to be assigned to, all temporary workers must be ready and able to undertake non-specialised work of any lawful nature that we may direct or request during the time of their assignment to us.
(f) We have no obligation to pay any leave entitlements, including statutory holidays, to temporary workers. This is your responsibility and you indemnify us against any costs we incur in relation to such matters.
(g) Where a temporary worker has completed less than 500 hours of work we will be entitled
to employ them directly on such terms as we agree and our sole obligation to you in such matters will be to pay you the recruitment fee set out in our recruitment fee schedule in force at the time of your initial engagement with us.
(h) Once a temporary worker has completed more than 500 hours of work for us we will be entitled to employ them directly without restriction and without obligation to make any payment to you.

6. How can orders or our relationship be terminated?‍

6.1 We may at any time, terminate any order on written or verbal notice to you. Following such termination you will, to the extent specified by us, cease all work on the order and ensure your suppliers and subcontractors stop work. Charges for terminated orders will be limited to actual non-recoverable costs incurred by you which you can demonstrate were properly incurred prior to the date of termination. In no event shall such reimbursement include anticipated profits for undelivered Goods or unfinished Services (subject to clause 5 above)

6.2 If we have entered into an ongoing relationship with you for the provision of Goods and/or Services then we may also terminate that relationship at any time on written notice to you without financial penalty or requirement to account to you for anticipated profits lost.

7. What are your indemnification obligations?

7.1 You must defend, indemnify and hold us (and our related or affiliated companies and persons) harmless from and against any and all claims, liabilities and damages, whether arising directly or indirectly from or in connection to:
(a) Your acts and conduct;
(b) Goods and Services supplied by you; and
(c) Any breach of any of these Suppliers Terms by you.

8. What are the rules around Confidential Information?

8.1 Except as required by law you will ensure that neither you nor any of your representatives will use,
exploit or disclose to any person any Confidential Information supplied directly or indirectly by us (or any of our related or affiliated companies and persons), or otherwise acquired by you without our
prior written consent.

9. What type of relationship do we have?

9.1 You are an independent contractor to us and nothing in these Supplier Terms may be construed
to make you a partner, agent or employee of us.

10. What are the subcontracting rules?
10.1 You may not delegate or subcontract your obligations relating to any Goods and/or Services to subcontractors without our consent. The subcontracting of any Goods and/or Services will not relieve you of any obligation or liability to us and you will remain responsible for all Services performed by your subcontractors.

11. How can these Supplier Terms be varied?

11.1 We may at any time vary and amend these Supplier Terms and such variation or amendment will
become binding on you from the time the updated Supplier Terms are posted to our website.

12. How will disputes be settled?‍

12.1 Any dispute arising from our relationship must be discussed in good faith with the aim of resolving the dispute. If the dispute cannot be resolved by discussion and negotiation within 10 business days then the dispute must be referred to mediation.

12.2 A mediator will be appointed and if a mediator cannot be agreed upon, the mediator must be appointed by the President of the New Zealand Law Society or the President’s nominee;

12.3 No arbitration or legal proceedings may be issued (other than for urgent interlocutory relief) in respect of any dispute unless all reasonable steps have been taken to resolve the dispute in accordance with this clause.

13. What law applies?

13.1 The laws of New Zealand govern these Supplier Terms.

14. What definitions apply?‍

14.1 In these Supplier Terms: “Confidential Information” means any information, verbal or written, personal or otherwise including documents, plans, sketches, drawings, software, marketing strategies, market research data, product literature, trade secrets, processes, technical information, know-how and intellectual property of ours or any of our related or associated companies and any copies thereof but will not include public information (provided such information did not become public as a result of unauthorised disclosure by the Supplier), information independently developed or acquired, or information authorised in writing by us for disclosure.

“Goods” includes all goods supplied by you to us under these terms and conditions now and at any
time in the future.

“we”, “us” and ”our” refers to Traffic Safe NZ Limited and any related companies as defined in
Section 2 of the Companies Act 1993.

“Services” all services supplied by you to us under these terms and conditions now and at any time in the future.

“You” and “Your” refers to any business supplying us with Goods and Services