Where a clause is limited to one type, it carries a label such as Credit accounts, Cash accounts or Consumers. A clause with no label applies to everyone.

1.Definitions

In these Terms:

• Supplier, we, us, our means NZ Imports 2025 Limited (company number 9389342, NZBN 9429053296085) trading as Safety Depot Packaging & Hygiene, and its successors and assigns.
• Customer, you, your means any person, business or entity that applies for or holds an account, registers on the Website, places an order, or buys Goods from us, and includes that party's employees, agents, successors and permitted assigns.
• Cash Account means an account under which the Customer pays for Goods at or before the time of supply, with no credit extended.
• Trade Credit Account, Credit Account means a trade account on credit terms opened by us following an approved application.
• Consumer has the meaning given in the Consumer Guarantees Act 1993, broadly a person who acquires Goods of a kind ordinarily acquired for personal, domestic or household use, and not for the purposes of a business.
• Business customer, in trade means a Customer who acquires Goods for the purposes of a business, and includes any Customer that is in trade for the purposes of the Fair Trading Act 1986.
• Goods means all goods, products and consumables supplied by us, including safety, workwear, packaging, hygiene, cleaning, chemical and food service products.
• Guarantor means any person who has given, or agreed to give, a personal guarantee and indemnity for a Customer's obligations, including under clause 20.
• PPSA means the Personal Property Securities Act 1999.
• Price means the price for the Goods as set out in our current price list, on the Website, or in a quotation or order confirmation.
• Website means our online store at safetydepot.co.nz and any related pages operated by us.
• Terms means these Terms of Trade, as amended from time to time.

2.Application of these Terms

These Terms govern every quotation, order, sale and supply of Goods, and all use of the Website. They apply to the exclusion of any other terms the Customer seeks to impose, including terms on a purchase order, unless we agree otherwise in writing.

If there is any conflict between these Terms and a written quotation or order confirmation signed by us, the signed document prevails to the extent of the conflict.

3.Acceptance and Electronic Agreement

The Customer is taken to have accepted these Terms when the Customer does any of the following:

1. signs or submits an account or credit account application, whether on paper or online, or registers for an account on the Website;
2. places an order for Goods, whether online, in writing, by phone or in person;
3. accepts delivery of any Goods; or
4. makes any payment to us for Goods.

The Customer agrees that anything done electronically, including ticking a box, submitting an online form, or applying an electronic signature, is a valid and binding acceptance or agreement under the Contract and Commercial Law Act 2017. These Terms may only be varied with our written consent.

4.Website and Online Accounts

To order online the Customer may need to register an account and provide accurate, current and complete information. The Customer is responsible for keeping its login details secure and for all activity carried out under its account, and must notify us promptly of any unauthorised use.

The Customer must not use the Website unlawfully, attempt to gain unauthorised access, interfere with its operation, or use it to place fraudulent or speculative orders. We may suspend or close an account, or decline or cancel an order, where we reasonably believe these Terms have been breached.

We aim to keep the Website accurate and available, but we do not warrant that it will be uninterrupted or error free, and we may change or withdraw products, content or features at any time.

5.Account Types and Customer Types

Cash Accounts Cash accounts

A Cash Account allows the Customer, including members of the public and businesses without credit, to order Goods and pay at or before the time of supply. No credit is extended on a Cash Account. Goods are dispatched once payment in cleared funds is received.

Trade Credit Accounts Credit accounts

A Trade Credit Account is available to approved business customers and is granted at our sole discretion following a completed application and satisfactory credit assessment. We may approve, decline, vary or withdraw credit, and may set, reduce or cancel a credit limit, at any time and without giving reasons. Orders that would take the Account over its credit limit, or that are placed while the Account is overdue, may be declined or may require payment in advance.

Our credit account application is deliberately short. By signing or submitting it, the applicant confirms the information given is true and complete, agrees that these Terms form part of the application and govern the Account, and authorises us to contact the trade references given and to carry out the credit checks described in clause 21. The application, these Terms and any guarantee together form the credit agreement between us.

A Credit Account holder must notify us in writing within seven days of any change to the Customer's name, ownership, structure, directors, controlling interest, contact details or financial position. The Customer remains liable for all orders placed on the Account until we receive and confirm written notice of any such change. We may require updated financial information, or a deposit or security, as a condition of continued credit.

Consumers and business customers

Whether the Customer is a Consumer or a business customer is a separate question from the account type, and is explained in the panel at the top of these Terms. The protections that apply are set out in clauses 16 and 17.

6.Quotations, Pricing and GST

Quotations are valid for 30 days from the date of issue unless stated otherwise, and may be withdrawn or varied before acceptance.

Prices are in New Zealand dollars. Prices shown to the public on the Website include GST. Prices quoted to trade and Credit Account customers exclude GST unless stated otherwise. The GST treatment that applies is shown at the point of sale or on the quotation. GST and any other applicable taxes, levies or duties are payable by the Customer.

Prices are subject to change. The Price charged is the Price applying at the date of order for Website orders, or at the date of dispatch for account orders, unless a fixed price has been confirmed by us in writing.

The Website is maintained with care, but errors in pricing or description can occur. Where an obvious error is identified, we are not obliged to supply at the incorrect price, and we may cancel the affected order and refund any payment made for it.

7.Orders, Availability and Delivery

All orders are subject to acceptance by us and to the availability of Goods. We may accept or decline any order, in whole or in part. An order confirmation or dispatch is our acceptance of an order. Where Goods are not immediately available we may place them on backorder, supply a suitable equivalent with your agreement, or cancel and refund the affected items.

Back orders. Where an item is placed on back order, we will let the Customer know and keep the Customer informed of expected timing. If an item remains on back order for an extended period, the Customer may cancel the back-ordered item and receive a refund of any amount paid for it, or continue to wait for supply. We are not liable for delays caused by shipping, supplier or production delays.

Delivery address. The Customer is responsible for providing a correct and complete delivery address and any delivery instructions. We are not liable for delay or non-delivery caused by inaccurate or incomplete delivery information, and any re-delivery or re-direction costs are payable by the Customer.

Goods are supplied through our trusted supplier networks and delivered NZ-wide. We are an online store and do not offer collection or pickup. We will use reasonable efforts to meet requested delivery dates, but delivery times are estimates only and are not guaranteed. We are not liable for any loss arising from a delay in delivery.

Freight is calculated at checkout based on the products ordered and the delivery location. Freight and delivery charges are payable by the Customer unless agreed otherwise, or unless the Website states that delivery is included. The Customer must provide safe and adequate access for delivery. If the Customer cannot accept delivery, we may charge reasonable storage and re-delivery costs.

Where Goods are delivered in instalments, each instalment is treated as a separate contract, and a failure or defect in one instalment does not entitle the Customer to cancel any other instalment.

8.Risk

Risk in the Goods passes to the Customer when the Goods leave our or our supplier's premises for delivery, or when the Goods are collected by or on behalf of the Customer, whichever occurs first. The Customer should insure the Goods from that time.

9.Payment

Cash Accounts Cash accounts

Payment for Cash Account and Website orders is due in full at the time of order. Goods are dispatched once payment in cleared funds is received. We accept the payment methods shown at checkout. Card payments are processed securely by our third-party payment provider, currently Stripe, and we do not store your full card details on our own systems. How we handle payment information is explained in our Privacy Policy.

Trade Credit Accounts Credit accounts

Unless otherwise agreed in writing, payment for Goods supplied on an approved Credit Account is due in full by the 20th of the month following the date of invoice.

General

Payment must be made without set-off, deduction or counterclaim. Payment is not treated as made until cleared funds are received by us. The Customer must pay any bank, card, payment provider or transaction fee, and any surcharge that we are lawfully permitted to charge, that is notified at the time of payment or at checkout.

10.Default and Overdue Accounts Credit accounts

A Credit Account Customer is in default if any amount is not paid by its due date, or if the Customer breaches these Terms, becomes insolvent, has a receiver, liquidator, administrator or statutory manager appointed, or is unable to pay its debts as they fall due.

If the Customer is in default we may, without limiting any other right:

1. charge default interest on all overdue amounts at 2% per month, or part month, calculated daily from the due date until payment in full;
2. suspend or cancel credit, withhold further supply, and stop or recall Goods in transit;
3. require all amounts owing on the Account to become immediately due and payable; and
4. recover from the Customer all costs of collecting overdue amounts, including debt collection commission, legal costs on a solicitor and own client basis, and our reasonable internal administration costs.

Payments received may be applied by us against any amounts owing in the order we decide.

11.Retention of Title

Ownership of the Goods does not pass to the Customer until we have received payment in full of all amounts the Customer owes us on any account, for any reason. Until ownership passes:

1. the Customer holds the Goods as bailee for us and must store them so they are clearly identifiable as our property where reasonably practicable;
2. the Customer may sell the Goods in the ordinary course of business, but holds the proceeds of sale on trust for us to the extent of the amount owing, in a way that is identifiable; and
3. we may, on reasonable notice, enter any premises where the Goods are held to inspect or repossess them, and the Customer grants us an irrevocable licence to do so. The Customer indemnifies us against any claim arising from that entry, except to the extent of our own negligence.

12.Security Interest and PPSA

The Customer acknowledges that these Terms create a security interest in all Goods (and their proceeds) supplied by us now and in the future, to secure payment of all amounts the Customer owes us. The Customer grants that security interest to us.

The Customer must do all things reasonably required by us to enable us to register, perfect and maintain a perfected security interest over the Goods under the PPSA, and must not register, or allow to be registered, any financing statement over the Goods in favour of a third party without our prior written consent.

To the extent permitted by law:

1. the Customer waives its right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement under section 148 of the PPSA;
2. the Customer and we contract out of sections 114(1)(a), 133 and 134 of the PPSA; and
3. the Customer waives its rights under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.

Terms used in this clause have the meanings given to them in the PPSA.

13.Inspection, Shortages and Claims

The Customer must inspect the Goods on delivery and must notify us in writing of any shortage, error, damage or defect that is reasonably apparent within seven days of delivery. For any defect that is not reasonably apparent, the Customer must notify us in writing within a reasonable time of the defect becoming apparent.

If the Customer does not notify us within these times, the Goods are treated as accepted and in accordance with the order, and the Customer must pay for them in full, to the extent permitted by law. This clause does not limit a Consumer's rights under the Consumer Guarantees Act 1993.

14.Returns, Change of Mind and Cancellations

Faulty or incorrectly supplied Goods. If Goods are faulty, not as described, or otherwise breach a guarantee or term that applies, we will meet our obligations at law, including under the Consumer Guarantees Act 1993 for Consumers. Please contact us so we can put it right.

Change of mind. We are not obliged to accept a return simply because the Customer has changed its mind. Where we agree to accept such a return at our discretion, the Goods must be unused and in original, resaleable condition and packaging, and a restocking fee and freight may apply. Special order, non-stock, clearance, and made or sourced to order Goods are not returnable on change of mind.

Medical, food-grade and hygiene-critical Goods. For health, safety and regulatory reasons, we do not accept change of mind returns on medical-grade or food-grade products, or on hygiene-critical Goods such as disposable gloves, masks, first aid consumables and food packaging, once they have been dispatched. This does not affect the Customer's rights where the Goods are faulty or not as described, including a Consumer's rights under the Consumer Guarantees Act 1993.

Cancellations. We may accept the cancellation of an order before dispatch at our discretion, and may charge any costs already incurred. Nothing in this clause limits a Consumer's rights under the Consumer Guarantees Act 1993.

15.Product Information, Safety and Hazardous Substances

Product descriptions, images, weights, dimensions, specifications and certification details are provided as a guide and are sourced from manufacturers and suppliers. Minor variations may occur. The Customer is responsible for satisfying itself that the Goods are suitable for the Customer's intended use.

Some Goods, including cleaning chemicals and hygiene products, are hazardous substances or require careful handling. The Customer must read and follow the manufacturer's instructions, any safety data sheet, and all applicable health, safety, storage and disposal requirements, and must ensure the Goods are used only by competent persons and for their intended purpose. Where a product is age restricted or restricted to trade or commercial use, the Customer must comply with those restrictions.

Where Goods carry a certification or standard, that certification is provided by the manufacturer or relevant body, and our responsibility is limited to supplying the Goods as described. To the extent permitted by law, and subject to the rights of Consumers under clause 16, the Customer indemnifies us against any claim, loss or liability arising from the Customer's, or its own customers', misuse, incorrect handling, storage, on-supply or application of the Goods, except to the extent caused by our breach or negligence.

16.Consumers and the Consumer Guarantees Act Consumers

Where the Customer is a Consumer and acquires Goods for personal, domestic or household use, the Customer has the protection of the Consumer Guarantees Act 1993 and the Fair Trading Act 1986, and nothing in these Terms limits or excludes those rights. Where any clause in these Terms would otherwise limit a Consumer's rights, it does not apply to that Consumer.

17.Business Customers, CGA and Fair Trading Act

Where the Customer acquires Goods for the purposes of a business, the parties agree that the Consumer Guarantees Act 1993 does not apply, and that it is fair and reasonable to exclude it under section 43 of that Act.

Where the Customer acquires Goods in trade and is in trade, the parties agree to contract out of sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986, and agree that it is fair and reasonable to do so.

Nothing in these Terms is intended to limit or exclude any right or remedy that cannot lawfully be limited or excluded.

18.Manufacturer Warranties

Goods may carry a manufacturer's warranty. We will pass on the benefit of any such warranty to the Customer where we are able to do so. Except for the rights a Customer has at law, we do not give any additional warranty beyond the manufacturer's warranty.

19.Limitation of Liability

To the maximum extent permitted by law, and subject to the rights of Consumers under clause 16:

1. our total liability to the Customer in connection with the Goods, the Website or these Terms, whether in contract, tort (including negligence), equity or otherwise, is limited at our option to replacing or repairing the Goods, supplying equivalent Goods, or refunding the Price paid for the affected Goods; and
2. we are not liable for any indirect, consequential or special loss, or for any loss of profit, revenue, contract, production, savings, goodwill or business opportunity.

20.Personal Guarantee Credit accounts

This clause applies where a Credit Account Customer is a company, trust, partnership or other entity. A person gives the guarantee in this clause where that person:

1. signs or submits the credit account application as, or on behalf of, a director, shareholder, owner, partner or trustee of the Customer;
2. ticks or gives a guarantee consent in an application; or
3. signs a separate guarantee.

Each such person (each a Guarantor) agrees, in their personal capacity:

1. as a continuing guarantee, to guarantee to us the due payment of all amounts the Customer owes us now or in the future, on any account and for any reason; and
2. to indemnify us against any loss, cost or expense we suffer arising from the Customer's failure to pay or to perform its obligations.

Where there is more than one Guarantor, each is liable jointly and severally, so we may recover the full amount owing from any one of them. A Guarantor's liability is not affected by us giving the Customer time, varying these Terms or the credit limit, or releasing any security or any other Guarantor. The guarantee continues until all amounts the Customer owes us are paid in full, and cannot be cancelled in respect of amounts already owing or orders already placed.

A person who signs or submits the application only as an employee or authorised administrator, and who is not a director, shareholder, owner, partner or trustee of the Customer, does not give a personal guarantee under this clause. We may require any or all directors, owners, partners or trustees of the Customer to provide a separately signed guarantee as a condition of opening or continuing credit, or of any credit limit increase.

21.Privacy and Credit Checks

We collect, hold, use and disclose personal information in accordance with the Privacy Act 2020 and our privacy policy on the Website, to provide and manage accounts and the Website, process orders, supply Goods, and recover amounts owing.

Credit accounts By signing or submitting a credit account application, the Customer and each Guarantor authorise us to obtain information about them from, and disclose information about them to, credit reporting agencies (such as Centrix, Equifax or illion), banks, trade referees and debt collection agencies, for the purposes of assessing the application, managing the Account, and recovering amounts owing. This authorisation applies when the application is submitted and for as long as the Account remains open or any amount remains owing. Credit and account information may be disclosed to a credit reporting agency, which may hold that information and disclose it to its other subscribers for credit checking and debt recovery purposes. Information obtained for credit assessment is used only for these purposes.

Information is held at our address above. The Customer and any Guarantor have the right to access and request correction of their personal information.

22.Promotions and Vouchers

From time to time we may offer promotions, discount codes, vouchers or special pricing. These are subject to any conditions we publish, cannot be used with other offers unless we say so, have no cash value, and may be changed or withdrawn at any time before an order is accepted. We may decline or reverse a promotion that has been obtained or used in error, in breach of its conditions, or fraudulently.

23.Force Majeure

We are not liable for any failure or delay in performing our obligations caused by events beyond our reasonable control, including supplier failure, shipping or freight disruption, shortages of materials, labour disputes, fire, flood, earthquake, epidemic or pandemic, government action, or failure of utilities or communications. Where such an event continues, we may suspend or cancel the affected supply without liability.

24.Intellectual Property and Confidentiality

All trade marks, logos, Website content, product content, pricing structures and other intellectual property remain our property or that of the relevant owner. The Customer must not copy or use them except as needed to buy or resell Goods bought from us in the ordinary course of business. Trade pricing and account terms are confidential and must not be disclosed.

25.Assignment

The Customer may not assign or transfer its rights or obligations under these Terms without our written consent. We may assign, transfer or subcontract any of our rights or obligations without the Customer's consent.

26.Variation of Terms

We may amend these Terms at any time by publishing updated Terms on the Website or by giving notice to the Customer. The Terms applying to an order are those current at the date the order is placed. Continued ordering or use of the Website after a change takes effect is acceptance of the amended Terms.

27.Notices and Electronic Communications

Notices to us must be sent to the address or email above. Notices to the Customer may be sent to the most recent postal address, email address or contact details we hold. A notice is treated as received when delivered, or on the next business day if sent by email. The Customer agrees that we may give notices, invoices, statements and other communications electronically.

28.General

1. Severability: if any provision is held to be invalid or unenforceable, it is severed and the remaining provisions continue in force.
2. Waiver: a failure or delay by us in exercising any right is not a waiver of that right.
3. Entire agreement: these Terms, together with any signed quotation, order confirmation, account application and guarantee, form the entire agreement between the parties and supersede any prior understanding.
4. Set-off: we may set off any amount the Customer owes us against any amount we owe the Customer.
5. Survival: clauses that by their nature should continue after these Terms end, including retention of title, the PPSA security interest, limitation of liability, the personal guarantee, privacy, confidentiality and intellectual property, continue in force.

29.Governing Law and Jurisdiction

These Terms are governed by the laws of New Zealand. The Customer and any Guarantor submit to the exclusive jurisdiction of the courts of New Zealand.