Terms And Conditions

1. Definitions:

In these Terms, unless the context provides otherwise:

“Force Majeure Event” includes any strike, industrial dispute, natural disaster, shortage of labour or other causes beyond the reasonable control of Reptech.
“Information” means all information which you receive from Reptech which is confidential in nature, including but not limited to information of the price of Products and Services of Reptech, business method and other confidential or commercially sensitive information.
“Order” means an order placed by you for Reptech’s products and/or services and approved by Reptech.
“Price” means Reptech’s fees and costs for fulfilling an Order, excluding shipping and handling fees and special packaging materials unless stated otherwise in writing
“Products” means all products purchased by you pursuant to an Order and these Terms.
“Services” means any inspection services, holiday detection services, adhesion testing services and any other services provided to you by Reptech pursuant to an Order and these Terms.

2. Orders and Prices:

Reptech shall supply products and/or services to you at the price stated in the quote. All sums specified in the quote are in New Zealand dollars.
All prices quoted by Reptech are valid for fourteen
Notwithstanding your acceptance of the quote, all orders placed by you are subject to final approval and acceptance by Reptech. Reptech shall notify you within seven (7) days of receipt of an order whether the order has been approved.
Orders may not be changed or cancelled without
- In the event of a request to change an Order, the parties shall agree on an appropriate adjustment in the Price as a result of the change.
- In the event you cancel an Order, you shall be liable for all costs or losses incurred by Reptech as a result of the cancellation.

3. Payment Terms:

An invoice stating the due date for payment will be provided for all Orders. Unless agreed otherwise in writing, all amounts owed are payable by you within fourteen (14) days of receipt of the invoice.
In the event you fail to pay any amounts owing under an invoice or otherwise to Reptech by the due date for payment, you are required to pay on demand interest at the rate of 12% per annum on amounts unpaid from the due date for payment to the date of payment.

4. Services:

In respect of all Services provided, Reptech shall comply with all applicable environment, occupational health and safety laws and your safety and other applicable policies.
Prior to performing the Services, Reptech shall provide you with a complete list of all chemicals, hazardous materials, and ingredients in the composition of Products used in the performance of the Services and a copy of the material safety data sheet for such chemicals and hazardous materials.
All chemicals and hazardous materials brought by Reptech to your premises shall bear a label stating the identity of the chemical or material and any associated hazards.

5. Delivery of Products:

Reptech will use its best endeavours to arrange for delivery of the Products by the date for delivery specified in the Order. However, all delivery dates are an estimate only and Reptech shall not be liable for a failure to deliver by the specified date or for any resulting losses you suffer as a result of a delay in delivery.
In the event Reptech has indicated to you that the Products are ready to be delivered to you and you have requested Reptech to delay delivery until such other time as you advise, Reptech may agree to do so and charge a storage fee. You shall be responsible for the Products after the date of Reptech notifying you it agrees to delay delivery until as advised.

6. Return of Products:

In the event you consider any Products delivered are faulty, defective, incomplete or incorrect, you must inform Reptech within fourteen (14) days from the date of delivery, time being of the essence. The notice must specify the nature and extent of the fault or defect and any other relevant details.
Upon receipt of your notice, Reptech shall arrange for inspection of the Products. While Reptech undertakes an inspection, all amounts outstanding under your invoice remain payable by the due date of payment.
Reptech shall either replace or offer you a credit note for any Products authorised by Reptech to be returned. In the event of any disagreements, the dispute resolution mechanism contained in these Terms shall apply.

7. Risk and Title:

Delivery will be complete and risk in the Products passes to you upon Reptech placing the Products on the delivery vehicle for delivery to you.
Title in the Products delivered does not pass to you until the purchase price has been paid in full.
If the Products are processed or reworked by you prior to full payment of the Products, our retention of title shall extend to all new products created. Where there is processing of, connection to or mixing with external products by you, Reptech shall acquire joint ownership of the new product in the ratio of the invoice value of our delivered Products to that of the other items at the time of processing, connecting or mixing.

8. Intellectual Property:

Nothing in these Terms transfers ownership in any intellectual property rights to which Reptech owns. You may not use the intellectual property rights of Reptech (including but not limited to copyright, trademarks and branding) in any way without the prior written approval of Reptech.

9. Limitation of Liability:

You shall be liable for all loss, damage or injury incurred or suffered by Reptech which arises directly or indirectly from your breach of these Terms or negligence unless such loss was contributed in whole or part by Reptech and only to the extent of Reptech’s contribution.
To the extent possible, all conditions, guarantees or warranties are excluded. You agree you have not relied on any representation, warranty or agreement not included in these Terms.
In any event, the aggregate liability of Reptech whether in contract, tort or otherwise for any loss, damage or injury arising directly or indirectly from the Products or Services or breach of these Terms shall not exceed an amount equivalent to the Price invoiced by Reptech for the Product or Service giving rise to such liability.
Reptech shall not be liable to you for any indirect, consequential or incidental loss or damages incurred or suffered by you.

10. Indemnification:

You will indemnify Reptech for all costs and losses incurred by Reptech as a result of your default or breach of these Terms, including expenses, losses or legal fees incurred in enforcing its rights pursuant to these Terms.

11. Collection of Information:

You acknowledge and accept that Reptech may collect, hold and use information about or from you in connection with these Terms. Such information will only be used by Reptech in connection with your business relationship with Reptech, including but not limited to improving its relationship with you, promotional purposes and to protect its rights.
You agree that Reptech may share any information with any of its related companies (whether within or outside of New Zealand) in connection with these Terms.

12. Changes in Structure:

In the event you intend to change your business model, ownership or contact details, you must provide Reptech with a minimum of fourteen (14) days’ written notice prior to making such change.

13. Confidential Information:

You must keep confidential all Information and only use the Information to the extent necessary to perform your obligations under these Terms.
You may not disclose the Information without the prior written consent of Reptech or unless you are disclosing the Confidential Information pursuant to a court order or any other order of a law enforcement or governmental agency.
Prior to any disclosure of Information, you must inform Reptech in writing of what information you intend to disclose and provide Reptech with an opportunity to assess and limit disclosure of any information to the extent permissible by law.

14. Consumer Guarantees Act:

To the extent permitted by law, the Consumer Guarantees Act 1993 does not apply to these Terms, where product is purchased by a company, sole trader, or any other commercial entity.

15. Dispute Resolution:

Where any question, dispute or difference arises between the parties concerning or arising out of the interpretation or performance by any party of the provisions of these Terms, the parties will make a genuine effort to resolve the question, dispute or difference without resorting to litigation, using the procedures set out in these Terms.
The party initiating the question, dispute or difference (“the first party”) shall provide written notice to the other party or parties (“the other party/parties”) and
If the parties are unable to resolve the question, dispute or difference by discussion and negotiation within fourteen (14) days of receipt of the written notice from the first party, the dispute shall be referred to Mediation. The Mediation shall in all respects be conducted in terms of the LEADR New Zealand Incorporated standard Mediation Agreement.
The Mediation shall be conducted by a Mediator in New Zealand at a fee agreed by the parties, failing agreement between the parties, the Mediator shall be selected, and the mediator’s fee shall be determined by the Chair for the time being of the LEADR New Zealand Incorporated.
If the dispute remains unresolved fourteen (14) days after commencement of the Mediation, the question, dispute or difference shall be referred to the arbitration of a single arbitrator to be appointed by the parties or failing agreement to be appointed by the President for the time being of the Arbitrator’s Institute of New Zealand Inc. Such arbitration shall be carried out in New Zealand and in accordance with the provisions of the Arbitration Act 1996 or any statutory modification or re-enactment for the time being in force.
A party who seeks urgent interlocutory relief may, by written notice to each other party to the dispute, elect not to comply with the dispute resolution provisions in these Terms, but only to the extent of the relief sought and for the period required to dispose of the application for such interlocutory relief. Except to that extent, on the disposal of the application the dispute resolution provisions shall once again take effect.

16. General:

These Terms are governed by the laws of New Zealand, and the parties submit to the exclusive jurisdiction of New Zealand courts in respect of any dispute or proceeding arising out of these Terms.
All sums referred to in these Terms are expressed to be and are payable in New Zealand dollars.
References to statutes, regulations ordinance or by- laws shall be deemed to extend to all statutes, regulations, ordinances or by-laws amending, consolidating or replacing them.
These Terms set out the entire agreement between the parties regarding the provision of the Products and/or Services. Any alleged term, condition, representation or warranty not set out in these Terms shall not be binding on the parties.
Reptech may amend these Terms from time to time. By placing an order with Reptech after the changes have been made, you are deemed to have accepted the changes.
You may not deduct or set off any amounts from any amount you owe to Reptech.
The invalidity of any part of these Terms will not affect the enforceability of the rest of these Terms.
Failure by Reptech at any time to enforce any provision of these Terms is not a waiver of such provision and does not affect the validity of these Terms.
You may not assign your rights and obligations under these Terms to a third party without the prior written consent of Reptech.

17. Force Majeure:

Reptech’s shall not be liable for any failure or delay in supplying or delivery Products and/or Services due to Force Majeure Event.
Upon becoming aware of a Force Majeure Event, Reptech shall promptly give written notice to you specifying the cause and extent of its inability to perform its obligations under these Terms and the likely duration of such non-performance.
During the period that Reptech is unable to perform its obligations, it shall take all reasonable steps to remedy or abate the force majeure.
Time for delivery or performance of obligations for the party invoking this clause shall be extended for the period of the delay caused unless the delay exceeds six (6) months from the delivery date or due date of performance of obligations, in which case either party may cancel the undelivered portion of the Order or unperformed part of these Terms on providing seven (7) days’ written notice to the other.
Cancellation of any outstanding Order under this clause will not affect the accrued rights or liabilities of any party.

18. Termination:

These Terms may be terminated by Reptech immediately on written notice to you if:

(a)go into liquidation, have a receiver or statutory manager appointed, or you are wound up otherwise than for the purpose of a reconstruction approved by Reptech, or a meeting is called for the purpose of considering the appointment of a liquidator;

(b) propose or enter into any scheme of arrangement or composition with your creditors;

(d) commit a breach of these Terms or any other agreement entered into with Reptech and (if the breach is capable of being rectified) fail to rectify such breach within fourteen (14) days of notice from Reptech requiring rectification of it;

(e) fail to pay any amount due under these Terms within fourteen (14) days from the due date of payment;

(f) your financial position or stability is materially adversely affected;

(g) you inform a third party you will, or intend to, cease trading;

(h) you act in manner which is detrimental to the rights, goodwill or reputation of Reptech;

(i) being a partnership, the partnership is terminated or dissolved, or if any change occurs in the membership of the partnership without Reptech’s prior written approval, or if any member of the partnership is placed in liquidation.

Termination of these Terms does not relieve you from liability for prior breaches of these Terms or your obligations to pay amounts owed to Reptech, which amounts become payable immediately upon termination notwithstanding that the date for payment may not have arrived.

In addition to any rights Reptech may have, upon termination of these Terms Reptech may:

(a) Charge you interest payable on all amounts of money from time to time outstanding from you

to Reptech under these Terms, calculated daily from the due date for payment until the actual date of payment;

(b) Retake possession of Products supplied to you which you have not paid for in full;

(d) Obtain damages for any losses incurred by Reptech as a result of your default.