AROHA PROVIDORS LIMITED
TERMS AND CONDITIONS OF TRADE
1. DEFINITIONS
1.1 “Company” means Aroha Providors Limited.
1.2 “Customer” means any person, company, vessel owner, vessel operator, ship manager, charterer, agent, or entity purchasing Goods or Services from the Company.
1.3 “Goods” means all provisions, bonded stores, spare parts, equipment, consumables, supplies, and other products supplied by the Company.
1.4 “Services” means sourcing, procurement, logistics, delivery, vessel attendance, launch services, customs coordination, and any related services supplied by the Company.
1.5 “Agreement” means these Terms and Conditions together with any quotation, order confirmation, trade account application, invoice, or other agreement between the parties.
2. APPLICATION OF TERMS
2.1 These Terms and Conditions apply to all Goods and Services supplied by the Company.
2.2 By placing an order, accepting a quotation, opening a trade account, or accepting delivery of Goods or Services, the Customer agrees to be bound by these Terms.
2.3 Any terms proposed by the Customer shall not apply unless expressly agreed to in writing by the Company.
3. QUOTATIONS AND ORDERS
3.1 Quotations remain valid for fourteen (14) days unless otherwise stated.
3.2 Quotations are subject to supplier availability, freight availability, vessel schedules, and confirmation at the time of order.
3.3 Orders may be placed by email, telephone, WhatsApp, electronic communication, or in writing.
3.4 The Company reserves the right to decline, amend, or cancel any order prior to delivery.
3.5 Urgent, after-hours, weekend, public holiday, or short-notice deliveries may incur additional charges.
4. PRICING
4.1 All prices are quoted in New Zealand Dollars (NZD) unless otherwise stated.
4.2 All prices are exclusive of GST unless specifically stated otherwise.
4.3 Prices are subject to changes in supplier costs, exchange rates, freight costs, customs charges, availability, and market conditions.
4.4 The Company reserves the right to revise prices where supplier costs increase between quotation and supply.
5. PAYMENT TERMS
5.1 Unless otherwise agreed in writing, payment is due in full within thirty (30) days from the date of invoice.
5.2 The Company may, at its sole discretion, offer alternative credit terms to approved account holders.
5.3 Customers without approved credit facilities may be required to pay in full prior to dispatch or delivery.
5.4 Payment shall be made without deduction, withholding, set-off, or counterclaim.
5.5 Interest may be charged on overdue amounts at the rate of 3.5% per month calculated daily from the due date until payment is received in full.
5.6 Any discounts or special pricing arrangements may be withdrawn where payment is not received by the due date.
5.7 The Customer shall be responsible for all debt collection fees, legal costs, court costs, administration charges, and other expenses incurred by the Company in recovering overdue amounts.
5.8 The Company reserves the right to suspend deliveries, place accounts on stop-credit, withdraw credit facilities, require payment in advance, or cancel outstanding orders where accounts are overdue.
5.9 In the event of insolvency, liquidation, receivership, bankruptcy, administration, or any event indicating financial distress, all monies owing to the Company shall become immediately due and payable.
6. DELIVERY
6.1 Delivery dates and times are estimates only and are not guaranteed.
6.2 The Company shall not be liable for delays caused by weather, port restrictions, customs requirements, vessel schedule changes, supplier delays, transport disruptions, labour shortages, or other circumstances beyond its reasonable control.
6.3 Delivery shall be deemed complete when Goods are delivered to the vessel, vessel representative, ship’s agent, launch operator, gangway, port facility, warehouse, or other location nominated by the Customer.
6.4 Risk in the Goods passes to the Customer immediately upon delivery.
6.5 Additional costs resulting from waiting time, storage, redelivery, demurrage, launch charges, or incorrect delivery instructions shall be payable by the Customer.
7. TITLE AND RISK
7.1 Ownership of Goods remains with the Company until all monies owing by the Customer have been paid in full.
7.2 Until ownership passes, the Company may recover, repossess, or resell Goods supplied.
7.3 The Customer authorises the Company to enter any premises, vessel, warehouse, or location where Goods are stored for the purpose of recovering unpaid Goods.
8. PERSONAL PROPERTY SECURITIES ACT 1999 (PPSA)
8.1 The Customer grants the Company a security interest in all Goods supplied and their proceeds.
8.2 The Customer agrees to do all things reasonably required by the Company to register and maintain a perfected security interest under the Personal Property Securities Act 1999.
8.3 The Customer waives any rights under the PPSA to the extent permitted by law.
9. INSPECTION, CLAIMS AND RETURNS
9.1 The Customer shall inspect all Goods immediately upon delivery.
9.2 Any shortages, damage, defects, or incorrect Goods must be notified in writing within twenty-four (24) hours of delivery.
9.3 Claims must be accompanied by supporting evidence including photographs and signed delivery documentation.
9.4 Claims made outside this period may not be accepted.
9.5 Fresh, chilled, frozen, perishable, customised, or specially sourced Goods are non-returnable unless defective at delivery.
9.6 Non-perishable Goods may only be returned with prior written approval and may be subject to a restocking fee.
10. BONDED AND RESTRICTED GOODS
10.1 Bonded stores, duty-free products, and restricted Goods are supplied subject to New Zealand Customs requirements and applicable laws.
10.2 The Customer is responsible for ensuring compliance with all customs, immigration, maritime, and biosecurity regulations.
10.3 The Company accepts no responsibility for penalties, fines, delays, confiscation, or losses resulting from non-compliance by the Customer, vessel, crew, or agent.
11. CANCELLATIONS
11.1 Orders for provisions, perishable products, customised items, or specially sourced Goods may not be cancelled after confirmation.
11.2 Cancellation charges may apply where costs have already been incurred by the Company.
12. VESSEL AND AGENT LIABILITY
12.1 Where an order is placed by a vessel agent, manager, charterer, operator, or representative, that party warrants it has authority to bind the vessel owner.
12.2 The vessel owner, operator, manager, and ordering agent shall be jointly and severally liable for payment unless otherwise agreed in writing.
13. WARRANTY
13.1 The Company passes on the benefit of any manufacturer’s warranty where available.
13.2 Except as required by law, no additional warranties are given by the Company.
14. LIMITATION OF LIABILITY
14.1 The Company’s total liability shall not exceed the value of the Goods or Services supplied giving rise to the claim.
14.2 The Company shall not be liable for indirect, consequential, or special losses including loss of profits, loss of charter, demurrage, delay costs, business interruption, or loss of opportunity.
14.3 Where Goods or Services are acquired for business purposes, the parties agree that the Consumer Guarantees Act 1993 shall not apply to the fullest extent permitted by law.
15. FORCE MAJEURE
15.1 The Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control.
15.2 Such circumstances include adverse weather, acts of God, industrial action, pandemics, government restrictions, war, customs delays, supplier shortages, transport disruptions, vessel schedule changes, and port closures.
16. CONFIDENTIALITY AND PRIVACY
16.1 The Customer authorises the Company to obtain credit reports, trade references, and credit information for the purposes of assessing creditworthiness.
16.2 The Company may disclose information to credit reporting agencies, debt collection agencies, professional advisors, and trade referees where reasonably required.
16.3 Personal information shall be handled in accordance with the Privacy Act 2020.
17. ELECTRONIC COMMUNICATIONS
17.1 The Customer agrees that quotations, purchase orders, invoices, statements, notices, and other communications may be transmitted electronically.
17.2 Electronic communications shall be deemed received on the date transmitted unless evidence exists to the contrary.
18. DISPUTES
18.1 Any dispute regarding an invoice, delivery, or supply of Goods must be notified in writing within seven (7) days.
18.2 The Customer shall pay all undisputed amounts when due regardless of any dispute.
19. GENERAL
19.1 These Terms constitute the entire agreement between the parties.
19.2 If any provision is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
19.3 The Customer may not assign its rights without the Company’s prior written consent.
19.4 The Company may amend these Terms from time to time by publishing updated Terms on its website or providing written notice to Customers.
19.5 These Terms shall be governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.