Scope

All goods and services (“Products”) supplied by FUJIFILM Business Innovation New Zealand Limited (“FBNZ”) are supplied on these terms and conditions.

Order Acceptance

An individual contract for the supply of Products on these terms and conditions (Order), is formed on acceptance by FBNZ on an Order from the customer. No order shall be binding on FBNZ until accepted by FBNZ. FBNZ reserves the right to accept any Order in whole or in part. Where FBNZ makes a part delivery of any Order, such delivery shall constitute a separate contract. No Order may be cancelled or varied after acceptance by FBNZ. For the avoidance of doubt, these terms and conditions will govern any Orders made either online or over the phone.

Payment

Unless otherwise agreed, the purchase price of the Order shall be paid to FBNZ by the 20th of the month following the month in which the Order was dated. If any account is in dispute, the undisputed portion of the account shall be payable in accordance with the normal payment terms as provided above. Unless otherwise agreed, the purchase price shall be paid to FBNZ immediately at the time of sale through its online merchant service.

Title to Products

Ownership in the Products does not pass to the Customer until the Customer has discharged all outstanding Indebtedness, whether in respect of the Products or otherwise, to FBNZ. Risk in the Products will pass to the Customer on delivery to the Customer.

PPSA Security Interest

The Customer grants to FBNZ a Security Interest in the goods and their proceeds to secure the obligation of the Customer to pay the purchase price of the Products and any other obligations of the Customer to FBNZ under any Order (together the Indebtedness) and, where the Products and/or Proceeds are not readily identifiable and/or traceable or their recoverable value is insufficient to pay the Indebtedness, the Security Interest shall also extend to the Customer’s present and after acquired property to the extent required to secure the Indebtedness.

As and when required by FBNZ, the Customer shall, at its own expense, provide all reasonable assistance and relevant information to enable FBNZ to register a Financing Statement or Financing Charge Statement and generally to obtain, maintain, register and enforce FBNZ’s Security Interest in respect of the Products suppled, in accordance with the Personal Property Securities Act 1999 (PPSA). The Customer hereby waives its rights under section 148 of the PPSA to receive a copy of any Verification Statement.

The Customer shall not change its name without first notifying FBNZ of the new name, not less than 7 days prior to the name change taking effect.

Notwithstanding any reference to a particular Order, where any sum remains outstanding by the Customer on more than one Order, any payments received from the Customer shall be deemed to be made by the Customer and applied by FBNZ in respect of each unpaid Order on a pro rata basis provided that where FBNZ applies payments in this manner, it shall not charge interest on overdue balances that would have been cleared if the payments were not allocated pro rata.

Until the Customer has paid all money owing to FBNZ, the Customer shall at all times ensure that:

1. the Products supplied by FBNZ, while in the Customer’s possession, shall be readily identifiable and distinguished; and/or
2. the Proceeds (in whatever form) that the Customer receives from the sale of any goods are readily identifiable and traceable.

Both the Customer and FBNZ agree to contract-out of the PPSA in accordance with Section 107 of the PPSA to the extent that Section 107 applies for the benefit of, and does not impose a burden on, FBNZ. The Customer waives its right to receive a Verification Statement in respect of any Financing Statement or Financing Charge Statement registered by or on behalf of FBNZ in respect of the Security Interest created by these terms and conditions of trade.

For the purpose of this clause, words and phrases starting with a capital letter shall have the respective meanings given to them under, or in the context of, the PPSA.

Delivery

FBNZ shall deliver the goods to the address stated at the time of the Order and as accepted by FBNZ.

FBNZ shall deliver the goods by such carrier and such form of transport that FBNZ considers to be appropriate.

FBNZ reserves the right to charge for delivery of the Products at any time, notwithstanding that it may not have previously done so. Administrative fees may also be imposed for Orders under certain dollar values.

FBNZ will not be responsible for any part delivery or delay in delivery of the goods as a result of events occurring beyond FBNZ’s control. FBNZ shall not be in any way responsible or liable for any consequences (whether direct or indirect) arising from such delay or non-delivery.

Returns

FBNZ will accept returns in accordance with the terms and conditions of its current returns policy available here.

Customer Specific Stock

Where FBNZ has agreed to procure, warehouse and/or distribute Products specifically for the Customer, the Customer must, within 30 days request, purchase all stock then warehoused and held at the then prevailing supply price. Where the customer does not do so, FBNZ may dispose of the affected Products without liability for any loss or damage suffered by the customer as a result. The customer indemnified FBNZ against all claims, demands, loss, costs and expenses incurred by or made against FBNZ, arising out of any actual or alleged infringement of patents, copyright, trademarks, design rights or other intellectual property rights, by any logo, design, copyright or other material that FBNZ may use, print or reproduce at the Customer’s request.

Liability

Except for those required or implied by legislation, FBNZ gives no express warranty in relation to products and services supplied to the Customer, and the Customer acknowledges that is has not relied on any representation or warranty made by or on behalf of FBNZ. Certain legislation may imply conditions and warranties into these terms and conditions. To the extent that such conditions and warranties may lawfully be excluded, all such conditions and warranties are expressly excluded. The liability of FBNZ under or arising out of the supply of goods and services for breach of any term, condition or warranty implied in or imposed upon the supply of goods and/or services by legislation, shall be limited at the option of FBNZ, to:

1. If the breach or liability relates to goods:
   1. the replacement of the goods or the supply of equivalent goods;
   2. the repair of the goods;
   3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
   4. the payment of the cost of having the goods repaired.
2. If the breach or liability relates to services:
   1. the supplying of the services again; or
   2. the payment of the cost of having the service supplied again.

To the maximum extent permitted by law and except as expressly provided above, FBNZ shall not be under any liability to the Customer in respect of any loss or damage (including consequential or indirect loss or damage or loss of profits, loss of use or loss of data), however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the Products, any services supplied by FBNZ or the failure of FBNZ to comply with these terms and conditions.

Consumer Guarantees Act

The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Goods from FBNZ for the purposes of a business in terms of sections 2 and 43 of that act.

Conflicts

These terms and conditions will apply to the exclusion of all other terms and conditions contained in the Customer’s Order. In the event of any inconsistency, FBNZ will be deemed, by delivering the Products to the Customer or supplying services to the Customer, to have made an offer to the Customer to sell the Products or supply the services pursuant to these terms and conditions, which offer will be deemed to have been accepted if the Customer retains the Products or accepts the services. FBNZ reserves the right to change these Terms and Conditions at any time.

GST

Prices quoted in the Order are excluding GST unless otherwise stated.

FBNZ reserves the right to recover from the Customer all goods and services tax (“GST”) payable in respect of the supply of goods and services to the Customer.

Privacy

The Customer authorises FBNZ to collect, retain, and use personal information about the Customer (including the information collected during the ordering process) for the following purposes:

1. fulfilling any Order for Products made by the Customer;
2. disclosing to a third-party details of the Order or any subsequent dealings it may have with FBNZ for the purpose of fulfilling the Order for Products; and
3. marketing goods and services provided by FBNZ to the Customer.

FBNZ will conduct itself in accordance with its Privacy Policy.

No Waiver

The failure by FBNZ to exercise, or any delay in exercising, any right, power or privilege available to it under these terms and conditions will not operate as a waiver or preclude any other or further exercise or the exercise of any other right or power.

Jurisdiction

These terms and conditions are governed by and will be construed in accordance with the laws of New Zealand and the parties agree to submit to the exclusive jurisdiction of the courts of New Zealand.