Terms of Trade – BradfieldMarketing

TERMS OF TRADE

CONTENTS
1. PART A: Overview of these Terms ………………………………………………………………………………….. 1
2. PART B: Products and Services ……………………………………………………………………………………… 1
3. PART C: Price ……………………………………………………………………………………………………………….. 1
4. PART D: Payment Terms ……………………………………………………………………………………………….. 1
5. PART E: Privacy and Information …………………………………………………………………………………….. 1
6. PART F: Dispute Resolution and Liability …………………………………………………………………………. 2
7. PART G: General …………………………………………………………………………………………………………… 2
8. PART H: Dictionary ………………………………………………………………………………………………………… 2

PART A: OVERVIEW OF THESE TERMS
1. Introduction
1.1 These Terms set out all of the terms and conditions that apply to Products and Services that we supply
to you.
1.2 Any other terms and conditions will not apply unless expressly approved in writing by us for a particular
Order.
1.3 We may update these Terms on notice to you in writing. Our updated Terms will apply to all Services
you order after we have notified you that we have updated our Terms.
PART B: PRODUCTS AND SERVICES
2. Order process
2.1 You may order Products and Services from us in accordance with our order processes that we advise
to you at any time.
2.2 All Orders are subject to acceptance by us. We may accept an Order (in whole or in part) by issuing
an invoice for the applicable Products and Services, delivering the Products and Services or otherwise
confirming the order in writing.
2.3 A change to a Standing Order will take effect with the next delivery cycle to your country and will
replace all existing Standing Orders in our system at that time.
2.4 We are under no obligation to enquire as to the authority of any person placing an Order on your
behalf – any changes will be sent to the email addresses of the Club and Officers that have been
supplied to us originally or changed as new officers are appointed each by the Club. The email
recipients silence will be treated as approval.
2.5 Risk in the Products passes to you on delivery.
3. Cancellation
3.1 Either party may cancel an Order by written notice if the other party:
(a) Commits a material breach of these Terms which is not remedied within 20 Business Days of
written notice of the breach from the other party; or
(b) Suffers an Insolvency Event.
3.2 If we are unable to the deliver any Products or Services to you, due to reasons beyond our reasonable
control, we may cancel the Order (in whole or in respect of any instalment) by giving written notice to
you. We will not be liable for any loss or damage arising from such cancellation.
3.3 We will not accept cancellation of any Order after the Order has been accepted by us for any reason
other than as specified in this clause 3.
3.4 The cancellation of a Standing Order must be made using our online order form and requires three
months’ notice. The standing order will continue to be supplied for the next three delivery cycles to
your country and payment of such will be required.
PART C: PRICE
4. Price
4.1 The Price for Products and Services will be the Price that we have quoted for the Products and
Services.
4.2 Unless otherwise stated, the Price does not include GST.
PART D: PAYMENT TERMS
5. Payment
5.1 You must pay us all Amounts Owing (as set out in our invoice):
(a) To our bank account (notified to you and updated at any time);
(b) As indicated on our invoice; or
(c) No later than the 20th of the month following the invoice date (unless otherwise stated on the
invoice), and
(d) In full without deduction, withholding, set-off or counterclaim.
5.2 If you have any dispute relating to an invoice issued by us, you:
(a) Must notify us of that dispute in writing within 20 days from the date of invoice (after that
period, unless there is a manifest error, you will be deemed to have accepted the invoice);
and
(b) Will only withhold payment of the amount in dispute and will, upon resolution of any dispute,
immediately pay the balance (if any) due to us.
5.3 We and you each agree to promptly deal with any disputed invoices and, where possible, to resolve
disputes before the due date for payment.
6. Rights to recover Products
6.1 We retain ownership of all Products that we supply you until we have received payment in full of the
Amount Owing.
6.2 You may resell or use any Products in the ordinary course of your business before ownership of the
Products has passed to you. However, you will be deemed to hold the proceeds of sale or use (in
whatever form) on trust for us to the extent of the Amount Owing.
6.3 If any Amount Owing is overdue or if an Insolvency Event occurs, you must return Products to us on
request, or permit us to enter any premises where Products may be stored to repossess those
Products.
7. Late payments
7.1 If payment in full of any Amount Owing (which is not subject to a genuine dispute) is not made to us
on the due date, we may:
(a) Suspend, or cancel (in accordance with clause 3.1(a)), the provision of any or all Products
and Services to you;
(b) Cancel any rebates or discounts (whether or not previously credited); and
(c) Charge you interest at a rate of 2.5% per month on the balance of the outstanding amount
from the due date of payment until the date the outstanding amount is paid, accruing daily
and charged monthly.
8. Costs of recovering Amounts Owing
8.1 You must reimburse us for any costs and expenses we incur to recover any Amount Owing, or
exercise our rights to recover Products, including any debt collection fees or commission and full legal
expenses.
9. Security interests
9.1 You acknowledge that these Terms create, in our favour, a security interest (as defined in the PPSA)
in all Products and the proceeds of any Products (in accordance with clause 6) (Security Interest),
to secure the payment by you to us of the Amount Owing.
9.2 You undertake to promptly sign any further documents which you may reasonably require to enable
us to perfect and maintain the perfection of the Security Interest (including by registration of a financing
statement).
9.3 The parties agree to contract out of the provisions of the PPSA as set out in section 107 of the PPSA
to the extent permitted by law and you waive your rights to receive a verification statement relating to
any Security Interest. Where you have rights in addition to Part 9 of the PPSA, those rights will
continue to apply.
9.4 We reserve the right to require a guarantee, or any other additional security (at your cost), as security
for payment, before we provide Products or Services to you.
PART E: PRIVACY AND INFORMATION
10. Privacy
10.1 We may collect, use and share Personal Information:
(a) For the purposes of the performance of our obligations or exercise of our rights under these
Terms; and
(b) In accordance with the Privacy Act 2020.
This may include sharing Personal Information with our Related Companies.
10.2 We may use the services of credit reporters and debt collection agencies. We may provide your
Personal Information to those agencies in order to use their services. Information disclosed to credit
reporters (including default information) will be held by them and used to provide credit reporting
services.
10.3 If you provide us with any information about a third party (including a Representative), or authorise us
to collect that information, you confirm that you are authorised by the individual concerned to provide
their Personal Information to us or authorise the collection of information about them in accordance
with this clause 10. You also confirm that you have informed the individual of their rights to access
and request correction of Personal Information.
10.4 You (if you are an individual) and your Representatives have the right to access, and request
correction of, any of your Personal Information held by us.

Part B sets out details about placing Orders. It also sets out the process that applies if
there are any issues with an Order or if an Order is cancelled. The effect of changing or
cancelling a Standing Order is also addressed.
Part C sets out terms relating to the Price for the Products and Services.
Under these Terms, we may supply Products and Services to you on credit. It is very
important to us that you pay us in full by the due date for payment. The following clauses
provide additional protections for us to reflect that arrangement, including terms that will
apply if there are any delays or disputes relating to payments.
Part E sets out the provisions relating to privacy.
These Terms of Trade apply to all Products and Services that we supply to you.
At Bradfields Limited T/A Bradfield Marketing ensuring our Terms are transparent and
easy to understand is important to us. If you have any questions or are unsure about
anything, please contact us.
To make these Terms easy to use, we:
(a) Have set out a ‘Dictionary’ in Part H, which explains the specific meaning, for the
purposes of these Terms, of the capitalised words used in these Terms; and
(b) Have included summaries / outlines for each Part in blue boxes – these are
intended for guidance only and do not replace any of the terms in these Terms.
Bradfields Limited T/A
Bradfield Marketing
c/- KPMG P.O. Box 1739, Christchurch 8140
Phone: 021 202 2067
Email: Support@bradfieldmarketing.com
Web: www.bradfieldmarketing.co.nz
11. Dispute Resolution
11.1 If a dispute arises out of or in connection with these Terms, either party may give a notice to the other
setting out the details of the dispute (Dispute Notice).
11.2 Following receipt of a Dispute Notice:
(a) A Representative of each of us (with authority to settle the dispute) will meet, within 10
Business Days, to try to resolve the dispute;
(b) If the dispute is not resolved within 10 Business Days of our Representatives meeting (or if
the meeting does not take place, for any reason, within 10 Business Days of the date of a
Dispute Notice), the dispute will be referred to the senior manager of each party (if applicable),
who will try to resolve the dispute within a further 10 Business Days; and
(c) If the dispute is not resolved by our respective Representatives in accordance with clause
11.2(b), then either party may commence further dispute resolution action, including but not
limited to court proceedings.
11.3 This clause 11 does not restrict either party from applying to a court for interim measures or any other
form of urgent relief at any time. However, neither party may commence any other form of court
proceeding without first following the procedure set out in this clause 11.
11.4 Each party must continue to perform its obligations in these Terms, despite the existence of a dispute,
subject to the termination rights set out in these Terms.
12. Consumer Guarantees Act and Fair Trading Act
12.1 If the Products and Services include any Consumer goods or services, nothing in these Terms will
affect any rights you may have as a consumer under the Consumers Guarantees Act 1993 (CGA)
and the Fair Trading Act 1986 (FTA).
12.2 If you are acquiring, or hold yourself out as acquiring, the Products and Services in trade, to the extent
permitted by law:
(a) For the purposes of section 5D of the FTA, the parties are contracting out of sections 9, 12A,
13 and 14(1) of the FTA;
(b) You are contracting out of the CGA (to the extent that the CGA would otherwise apply to any
matters covered by these Terms); and
(c) It is fair and reasonable for the parties to be bound by this clause 12.2.
12.3 If you are acquiring any Products for the purpose of resupply in trade, you undertake that you will:
(a) Contract out of the CGA to the maximum extent permitted by law in your contracts with your
own customers; and
(b) Procure that your customers, and each other person in the distribution chain thereafter,
contract out of the CGA to the maximum extent permitted by law in their contracts with
customers.
You will indemnify us against any liability or cost incurred by us as a result of your breach of this
clause 12.3.
13. Third party suppliers
13.1 If you request and authorise us to arrange the provision of Products or Services directly to you by a
third party supplier (whether or not such arrangement involves us contracting as your agent), to the
extent applicable, these Terms will apply to our Services in arranging such supply, provided that we
exclude all liability in connection with the supply of Products and Services to you directly by a third
party supplier. You agree to pay any commission or other payments due to us in accordance with
these Terms.
14. Limitation of liability
14.1 To the extent permitted by law, our total liability under or in connection with these Terms and the
Products and Services is limited to, at our option:
(a) In the case of Products, any one or more of the following:
(i) The replacement of the Products or the supply of equivalent products; or
(ii) The payment of the cost of replacing the Products or of acquiring equivalent products.
(b) In the case of Services:
(i) Supplying the Services again; or
(ii) The payment of the cost of having the Services supplied again.
14.2 If we have any liability under or in connection with these Terms, to the maximum extent permitted by
law:
(a) Our total aggregate liability to you for any loss, damage or liability arising out of or in
connection with these Terms will be limited to the Price paid by you to us for the applicable
Products and/or Services; and
(b) We will not be liable for any:
(i) Indirect, special or consequential loss or damage whatsoever; or
(ii) Loss of profits, revenue, data, goodwill, customers or opportunity or loss of or
damage to reputation.
14.3 The limitations and exclusions on liability in this clause 14 will apply irrespective of the legal basis for
the applicable claim, including contract, equity, tort (including negligence) or statute.
14.4 In no circumstances will we have any liability whatsoever under or in connection with these Terms:
(a) For the acts or omissions of your Representatives or any third party;
(b) For any act or omissions of performance in accordance with your instructions (or instructions
from your Representatives); or
(c) To any third party.
PART G: GENERAL
15. General
15.1 Governing Law: These Terms are governed by and to be construed in accordance with the laws of
New Zealand and each party submits to the exclusive jurisdiction of the courts of New Zealand.
15.2 Previous Agreements: These Terms constitute the entire agreement of the parties about its subject
matter and supersedes any previous written agreements and written representations.
15.3 Sub-contracting: We may subcontract the performance of our obligations (including to a Related
Company), on the basis we remain solely liable to you for the performance of our obligations.
15.4 Assignment: You must not assign, novate or transfer your rights or obligations under these Terms
without our prior written consent (which may be withheld in our sole discretion). We may assign these
Terms to any other person on notice to you (provided that we will request your prior approval (not to
be unreasonably withheld or delayed) if the assignment could have any material adverse effect on
you). Without limiting the foregoing, we may assign to any other person all or part of the Amount
Owing by you to us.
15.5 Amendments: Any amendment to these Terms must be in writing signed by each party, except where
stated otherwise in these Terms or where we are required to make changes to ensure compliance
with applicable laws (in which case we notify you of the changes in writing).
15.6 Force majeure: We will not be liable to you for any failure or delay in performing our obligations under
these Terms where such failure or delay is caused by events or circumstances beyond our reasonable
control, including any strike, lockout, labour dispute, delay in transit, embargo, epidemic, pandemic,
accident, emergency, order of government or other authority or act of God.
15.7 Waiver: A single or partial exercise or waiver of a right relating to these Terms does not prevent any
other exercise of that right or the exercise of any other right.
15.8 Survival: Any provision of these Terms, which is by its nature a continuing obligation, will survive
termination.
15.9 Rights of Third Parties: These Terms are not intended to confer a benefit on any person other than
the parties to these Terms.
15.10 Relationship: We will provide Products and Services to you as an independent service provider.
Nothing in these Terms creates any partnership, joint venture or employment relationship between
the parties.
15.11 Non-exclusive: These Terms are not exclusive and do no impose any restriction on us providing
Products and Services to, or you purchasing any product or services from, any other person.
15.12 Counterparts: These Terms may be executed in any number of counterparts (including by electronic
signature or by email exchange of .pdf copies) which together will constitute the one instrument.
15.13 Electronic Signature: An electronic signature is acceptable to us on the Credit Account Application
as well as the Order Form. The electronic signature itself demonstrates the intention to agree to the
contents of the document. Clause 2.1 also applies to the use of an electronic signature.
PART H: DICTIONARY
16. Definitions
Access to our website is restricted to the registered officers on the account information on the website.
On 1 July of each year it is the responsibility of the existing officers to update the details of any new
incumbents in those positions and to have them login to the system and change the password. Access
to the ordering system is restricted to the President and Treasurer of the Club.
Amount Owing means any amount owed by you to us, from time to time, including the Price, any
interest payable by you, your liability under these Terms and any enforcement costs incurred by us in
seeking payment of any Amounts Owing by you.
Business Day means Monday to Friday, excluding public holidays in New Zealand.
Club ID refers to the number allocated to a Club by Rotary International for the purposes of identifying
the Club.
Club Name refers to the name recognised by Rotary International for the Club.
Club Type refers to a Rotary Club, Rotaract Club or Interact Club or any other type of Club recognised
by Rotary International and these terms and Conditionals shall apply to each type equally.
Confidential Information means all information that could be reasonably regarded in the
circumstances as confidential, including information which relates to the business, interests or affairs
of a party, the terms of use, the Products and Services (as applicable) but excludes information which
is:
(a) In the public domain, other than as a result of a breach of these Terms;
(b) In the possession of a party prior to the commencement of these Terms without any obligation
of confidentiality; and
(c) Is independently developed or acquired by a party prior to the commencement of these Terms
without relying on information which would itself be Confidential Information.
Confirmation of any order or change to a Standing Oder must be received by the customer before it
can be accepted by us. This will be done via a confirmation email from our website which is sent to
both registered officers of the Club.
Consumer has the meaning given to that term in the Consumers Guarantees Act 1993.
Delivery takes place once the products have been signed for.
Delivery Address means the address supplied on an order for the delivery of any products. This
address must have someone present so that the products can be signed for.
Delivery Date is the date when the products are signed for and we do not warranty or guarantee what
day that will be.
Exclusive distribution areas are not granted by us and any conflicts or issues should be resolved by
the Clubs involved. We make no guarantees of exclusivity of supply or access to certain geographic
areas or market spaces.
Insolvency Event means, in relation to a party, any step is taken toward any of the following steps,
or any of the following steps has occurred:
(a) The primary, or all, of its business activities being suspended or ceasing;
(b) The presentation of an application for its liquidation;
(c) The making of any compromise, proposal or deed of arrangement with all or some of its
creditors;
(d) The appointment of a liquidator, receiver, statutory manager, or similar official;
(e) The suspension or threatened suspension of the payment of its debts;
(f) The enforcement of any security against the whole or a substantial part of its assets;
(g) If you are an individual, anything having a similar effect to any of the events specified above
happens in relation to you; or
(h) Any other insolvency event or proceedings analogous to any of the foregoing occurs in any
relevant jurisdiction,
in each case, unless it takes place as part of a solvent reconstruction, amalgamation, merger or
consolidation.
Intention to pay means that any order placed and confirmed on our system by a customer is done
so with the intention that any goods supplied will be paid for in accordance with any invoice supplied.
We reserve the right to change any part of the order including the quantity of goods supplied and the
customer guarantees that they will pay or any goods supplied on a confirmed order.
Mailing Address refers to the Club’s mailing address for any non-electronic deliveries. This address
If a dispute arises under these Terms, we must follow the process in this part F to resolve
the matter. If a claim arises under these Terms, any amount payable by you or us will be
limited by the maximum liability and exclusions set out in this Part F.
Part G describes miscellaneous provisions necessary for the proper operation of these
Terms.
Part H sets out a Dictionary, to define the capitalised terms used in these Terms.

may to be different from the delivery address for orders.
Order means an Order for Products or Services that you submit to us, and we approve, in accordance
with clause 2.
Personal Information has the meaning given to that term in the Privacy Act 2020.
PPSA means the Personal Property Securities Act 1999.
Price means the Price payable, in accordance with clause 4.1.
Products means any Products (and associated Services) supplied by us to you at any time, including
the Products specified in an Order.
Regulator means any authority, commission, government department, court, tribunal, or similar
having regulatory or supervisory authority over the parties or any of the Products and/or Services.
Related Company has the meaning given to it in the Companies Act 1993, read as if a reference to
company was a reference to any body corporate of any jurisdiction.
Representatives means directors, officers, employees, agents and contractors of the relevant party.
Rotary ID
Services means any Services supplied by us to you at any time, including the Services specified in
an Order.
Standing Order means a repeating Order in which the same goods or services are supplied to the
customer in each monthly delivery cycle without the need of the purchaser to confirm the order. It is
the responsibility of the customer to ensure that the Standing Order contents are suitable to their
needs. A change to a Standing Order on our website order form will update and replace the current
Standing Order details and will take effect in the next monthly delivery cycle. Standing orders can only
be set up for the supply of air fresheners to our customer.
Terms means these Terms of Trade as may be amended from time to time, each Order and any
additional terms expressly agreed in accordance with clause 1.2 (if applicable).
We or us means the supplier of Products and Services, Bradfields Limited T/A Bradfield Marketing.
Website refers to Bradfieldmarketing.com unless you have been notified by email that there has been
a change made to our URL. It is the customer’s responsibility to ensure that they are using the correct
website and we will not be held responsible for any actions taken or orders placed on another website.
You or your means the customer purchasing Products and Services from us.
17. Interpretation
In these Terms, unless the context otherwise requires:
(a) Headings are for convenience only and do not affect interpretation;
(b) A reference to legislation includes all regulations, orders, instruments, codes, guidelines or
determinations issued under that legislation or and any modification, consolidation,
amendment, re-enactment, replacement or codification of it;
(c) A reference to “in writing” includes by email;
(d) The words “include” or “including”, or similar expressions, are to be construed without
limitation;
(e) A reference to a party to includes that party’s successors and permitted assigns and
substitutes; and
(f) A word importing the singular includes the plural and vice versa.