Loadscan Ltd – Supplier Terms and Conditions
These terms and conditions (Terms) apply to the supply of goods and/or provision of services by you (the Supplier) to Loadscan Limited or any affiliated entity (Loadscan), as referenced in any issued Purchase Order.
1. Application
These Terms govern the relationship between Loadscan and the Supplier for all purchases of goods and services, unless a separate written agreement is in place. By accepting a Purchase Order, the Supplier agrees to be bound by these Terms, either in writing or by conduct, in accordance with the Contract and Commercial Law Act 2017.
2. Order of Precedence
If a formal agreement exists between Loadscan and the Supplier that addresses the same goods or services, that agreement will override these Terms in the event of any inconsistency.
3. Quality Assurance
The Supplier warrants that:
– All goods will be new, of merchantable quality, and free from defects in materials and workmanship for at least 12 months from acceptance.
– All services will be carried out with due skill, care, and diligence, in a safe, professional, and timely manner.
To the extent permitted by law, the parties agree to contract out of the Consumer Guarantees Act 1993 for business-to-business transactions.
4. Subcontracting
The Supplier must not assign, delegate, or subcontract any obligations without Loadscan’s prior written approval. Subcontractors must also comply with these Terms.
5. Personnel
All personnel engaged by the Supplier must be suitably qualified and experienced. Loadscan reserves the right to request the removal of any personnel it deems unsuitable.
6. Liability and Indemnity
The Supplier indemnifies Loadscan for any direct loss, damage, liability, or expense arising from the Supplier’s performance or non-performance, including breaches of these Terms or applicable laws, excluding losses arising from Loadscan’s negligence. Loadscan will not be liable for indirect or consequential losses. Loadscan’s total liability is capped at the value of the applicable Purchase Order.
7. Termination
Loadscan may terminate a Purchase Order at any time by giving written notice. In such case, Loadscan will pay for goods/services delivered and accepted up to the date of termination. Loadscan may also terminate for cause, including breach of contract or insolvency.
8. Invoicing
Invoices must include a valid Purchase Order number and be addressed to the correct Loadscan entity. Invoices without required information may not be processed. They must comply with applicable tax legislation, including the Goods and Services Tax Act 1985 and the Tax Administration Act 1994. Loadscan may reject invoices submitted more than 180 days after delivery or service completion.
9. Payment Terms
Unless otherwise agreed in writing:
– Standard payment terms are 30 days from end of month of invoice receipt.
– For verified small business suppliers, Loadscan will endeavour to pay within 10 business days, provided all invoice criteria are met (PO number, value under NZ$100,000, correctly addressed and submitted).
10. Intellectual Property
All deliverables and work products created for Loadscan become the property of Loadscan. The Supplier assigns to Loadscan all intellectual property rights in the deliverables upon creation. The Supplier agrees to execute any further documents necessary to perfect such assignment. This clause is subject to the Copyright Act 1994, including provisions relating to moral rights.
11. Insurance
Suppliers must maintain adequate insurance coverage based on the nature of the goods or services supplied, including public liability and professional indemnity insurance if relevant. Minimum coverage amounts may be specified by Loadscan, and certificates of insurance may be requested.
12. Confidentiality and Publicity
The Supplier must not disclose its relationship with Loadscan publicly, or use Loadscan’s name, trademarks, or logos, without prior written consent. Confidential information must be protected both during and after the supplier relationship. If personal data is involved, the Supplier must comply with the Privacy Act 2020.
13. Modern Slavery and Ethical Standards
The Supplier must comply with Loadscan’s commitment to ethical sourcing and modern slavery prevention. Loadscan reserves the right to monitor publicly available information for indicators of modern slavery. Suppliers found to pose a risk may be classified as high-risk and required to undergo assessment or remediation. Failure to comply may result in contract termination. This clause aligns with international standards and anticipates New Zealand’s proposed Modern Slavery Act.
14. Compliance with Laws
The Supplier must comply with all applicable local, national, and international laws and regulations, including but not limited to:
- Health and Safety at Work Act 2015
- Employment Relations Act 2000
- Resource Management Act 1991
- Privacy Act 2020
15. Governing Law
Unless otherwise agreed, these Terms and any related Purchase Orders will be governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the New Zealand courts.
