Terms of Sale
By requesting goods or services from CCGNZ Group Ltd (“CCG”), the Customer accepts and agrees to be bound by these terms.
1 APPLICATION
1.1 These terms apply to all sales of goods by CCG in New Zealand and the Pacific. Variations must be confirmed in writing by an authorised representative of CCG.
1.2 CCG may vary these terms on not less than 14 days’ written notice. The customer may object in writing within those 14 days, in which case existing terms continue for outstanding orders. Failure to object, or placing a new order after notice, constitutes acceptance.
1.3 Nothing in these terms excludes or limits any rights the customer may have under the Consumer Guarantees Act 1993 (“CGA”) where goods are acquired for personal, domestic, or household use, or under the Fair Trading Act 1986. Any conflicting provision shall be read down or severed to the extent of the conflict.
2 ORDERS
2.1 CCG will issue an order confirmation upon acceptance of an order. CCG is not liable for declining any order but will use reasonable efforts to notify the customer. The customer must notify CCG of any disagreement with the order confirmation within 10 working days of its date or before dispatch, whichever is earlier. Absent such notification, the order confirmation is deemed correct. Each order confirmation constitutes a separate contract.
3 PRICE
3.1 Prices exclude all taxes, which are payable by the customer in addition. The price is that prevailing at the date of the order confirmation unless otherwise specified. If no price has been set for the requested delivery period, the price will be as reasonably determined by CCG and notified by revised acknowledgement.
3.2 A written quotation applies in place of price lists and expires on the stated expiry date or, if none, 30 working days after issue (unless extended in writing).
4 DELIVERY
4.1 Delivery occurs when goods arrive at the customer’s site and are ready for unloading. The customer must provide suitable unloading facilities, inspect goods within 7 working days, and notify CCG of any visible damage within that period. Failure to notify means the goods are deemed received in good condition, subject to latent defect rights and the CGA.
4.2 Expected delivery dates are quoted in good faith. CCG may despatch in whole or by instalments. If delay exceeds 10 working days CCG will notify the customer; if it exceeds 20 working days, the customer may cancel the affected order in writing without penalty (provided goods are not yet despatched).
4.3 CCG may cancel, suspend or delay despatch due to any event beyond its reasonable control, including acts of God, war, strikes, pandemics, floods, fire, supply chain disruptions, cybersecurity incidents, government action, or equipment failure (“Force Majeure Event”). If a Force Majeure Event continues beyond 60 days, either party may terminate the affected order(s) without liability.
4.4 Freight is charged per CCG’s current price list. Delivery is subject to CCG’s minimum
quantity requirements.
5 PAYMENT
5.1 Payment is due before delivery unless credit terms apply. Overdue amounts accrue interest at 2% per annum above the RBNZ Official Cash Rate, calculated daily.
5.2 Credit account customers must pay by the 20th of the month following invoice. Overseas equipment orders require a 50% deposit at confirmation; the balance is due before shipping.
5.3 CCG may suspend or cancel orders if the customer’s financial position materially deteriorates, and may require additional payment or security. CCG will notify the customer promptly.
5.4 Either party may set off amounts owed to it against amounts it owes the other, provided the
customer gives CCG 10 working days’ written notice before exercising set-off.
5.5 On payment default, CCG may:
(a) charge interest per clause 5.1;
(b) recover reasonable debt recovery costs including legal fees;
(c) suspend or terminate any contract and withhold deliveries; and/or
(d) review rebates, discounts or incentives.
5.6 Credit card payments attract a surcharge not exceeding CCG’s actual processing cost,
disclosed before the transaction.
6 CLAIMS
6.1 Claims for visible damage must be lodged within 7 working days of receipt, supported by a claused carrier’s receipt for transit damage. Claims for latent defects must be notified within a reasonable time and no later than 12 months after delivery. Where goods are in enclosed packaging, receipt is deemed the date the packaging is reasonably expected to be removed. Nothing in this clause limits CGA rights.
7 ORDER VARIATION AND CANCELLATION
7.1 Reasonable order changes (not cancellations) may be requested and accommodated at CCG’s discretion. The customer may cancel an undespatched order in writing; CCG may charge reasonable directly incurred costs (restocking, shipping, bespoke materials) supported by evidence on request.
8 RISK AND OWNERSHIP
8.1 Risk passes to the customer on delivery. Ownership remains with CCG until payment in full or authorised resale.
8.2 While CCG retains ownership, the customer must: (a) store the goods separately and identify them as CCG’s property; (b) not encumber the goods inconsistently with CCG’s title; (c) keep the goods in good condition and fully insured; and (d) notify CCG immediately of any event of default or third-party action affecting CCG’s interest.
8.3 CCG authorises the customer to use or resell the goods in the ordinary course of business for full consideration. This authority is revoked immediately on an event of default or written notice from CCG.
8.4 CCG may apply payments in any order it sees fit. If the customer resells goods before ownership passes, sale proceeds are held on trust for CCG to the extent of the amount owing.
8.5 CCG may sue for the price even if ownership has not passed.
8.6 On default or where payment is in jeopardy, CCG may, on 5 working days’ written notice (or without notice if goods are at immediate risk of removal, destruction, or material damage), enter any site to repossess the goods. The customer indemnifies CCG against claims arising from lawful repossession. CCG may resell repossessed goods.
9 PERSONAL PROPERTY SECURITIES ACT 1999
9.1 The customer acknowledges that these terms create a security interest in favour of CCG over all goods supplied (and their proceeds) to secure the amount owing. The security interest continues until released by CCG and applies despite anything to the contrary in the customer’s purchase orders.
9.2 The customer will promptly do all things and sign all documents CCG reasonably requires to perfect and maintain the security interest, and will give CCG at least 14 working days’ notice of any change to its name or details.
9.3 The customer waives its right to a verification statement. To the extent permitted by law, the
parties contract out of section 114(1)(a) and the customer’s rights under sections 107(2)(c), (d),
(h) and (i) of the PPSA. The security interest has equal priority across all amounts owing, including future advances.
10 LIMITATION OF LIABILITY
Consumer sales: Nothing in this clause limits or excludes CGA guarantees, rights or remedies where the customer is a consumer.
Trade/business sales: The following limitations apply to the maximum extent permitted by law:
10.1 CCG’s liability for damaged or defective goods is limited to replacement at the original
destination or a refund of the sale price, whichever is greater.
10.2 CCG is not responsible for removal/refitting costs, or for any loss or damage (whether direct or indirect) attributable to defects or delivery delays.
10.3 Except to the extent that they cannot lawfully be excluded (including CGA guarantees for consumers), all implied conditions, warranties and representations are excluded.
10.4 CCG excludes liability for: loss or damage caused by the customer’s acts or omissions; indirect or consequential loss (including loss of profits, revenue, business, opportunity, or contracts); reliance on CCG’s advice or recommendations; loading/unloading damage; delivery delays; third-party claims; and fitness for purpose unless the purpose is specified in writing and confirmed by CCG.
10.5 CCG’s maximum aggregate liability under or in connection with these terms is limited to
the price paid for the goods that are the subject of the loss.
10.6 If goods are intended for a particular purpose or require special characteristics, the customer must specify this in writing in the order. Without CCG’s written confirmation of fitness, the customer acknowledges it has not relied on CCG’s skill or judgment.
10.7 The customer indemnifies CCG and its officers, employees and agents against any loss arising from: an event of default; registering or maintaining a financing statement; the customer’s negligence, breach, or wilful default; death, injury or property damage connected with the customer’s business; handling of the goods by the customer; misuse of goods; or the customer’s representations regarding the goods.
11 PRIVACY AND INFORMATION
11.1 CCG collects, holds, uses, and discloses customer information in accordance with the Privacy Act 2020. CCG may obtain credit and financial information about the customer from third parties (including credit reporting and debt collection agencies) and may share creditworthiness information with such parties for credit assessment and debt collection purposes.
11.2 The customer has rights under the Privacy Act 2020 to access and correct personal information held by CCG. In the event of a notifiable privacy breach, CCG will notify the Privacy Commissioner and the affected customer in accordance with the Act.
11.3 The customer must notify CCG of any change in circumstances affecting the accuracy of information provided. CCG will not use customer information for direct marketing without consent, which may be withdrawn at any time.
12 INTELLECTUAL PROPERTY AND CONFIDENTIALITY
12.1 CCG retains all intellectual property rights in its goods, promotional materials, technical documents, and other information provided to the customer.
12.2 The customer must: (a) correctly distinguish CCG’s products from competitors’; (b) where practicable, identify CCG as the IP owner; (c) not pass off non-CCG products as CCG products; and (d) assist CCG in protecting and enforcing its IP rights (at CCG’s expense unless due to customer breach).
12.3 The customer must keep all confidential and proprietary information provided by CCG confidential (including pricing, business methods, and supply arrangements) and ensure its employees, agents and contractors do the same.
13 DISPUTE RESOLUTION
13.1 Disputes must first be notified in writing. Within 10 working days, senior representatives of each party will attempt to resolve the matter by negotiation. Failing resolution within 20 working days, the dispute will be submitted to mediation administered by the Resolution Institute, with costs shared equally. If unresolved within 20 working days of appointment of the mediator, either party may commence court proceedings. Nothing prevents a party from seeking urgent injunctive relief.
14 ANTI-BRIBERY AND CORRUPTION
14.1 Neither party shall offer or provide any benefit to any person to improperly influence them, in breach of any applicable anti-bribery or anti-corruption law (including the Secret Commissions Act 1910, the Crimes Act 1961, the US FCPA, and the UK Bribery Act).
14.2 The customer warrants that it and its personnel comply with all applicable anti-bribery laws, maintain appropriate internal controls, and will immediately notify CCG in writing of any actual or suspected breach. CCG may audit the customer’s relevant books and records on written notice.
14.3 CCG may immediately terminate any arrangement on written notice if the customer breaches or is reasonably suspected of breaching this clause, without liability for any resulting loss.
15 TERMINATION
15.1 Either party may terminate the trading relationship on 30 days’ written notice. Termination does not affect accrued rights, confirmed but unfulfilled orders (which continue under these terms), or provisions intended to survive (including clauses 5, 8, 9, 10, 11, 12, 13 and 14).
16 GENERAL
16.1 These terms are governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.
16.2 Waiver of any right must be in writing signed by an authorised officer of CCG. Failure to exercise a right does not constitute waiver.
16.3 CCG may assign any customer debt. The customer may not assign its rights or obligations
without CCG’s prior written consent.
16.4 If any provision is held unenforceable, it shall be modified to the minimum extent necessary to be valid; remaining provisions are unaffected.
16.5 The rights and remedies in these terms are in addition to those available at law. In the event of conflict between these terms and any other document (including price lists), these terms prevail.
17 DEFINITIONS
Amount Owing: the unpaid price for goods and any other sums owing by the customer to CCG.
CGA: the Consumer Guarantees Act 1993.
Consumer: a person acquiring goods for personal, domestic, or household use (as defined in the CGA).
Customer: the entity or person that has submitted an order and is bound by these terms.
Event of Default: (a) customer’s failure to comply with these terms or any agreement with CCG; (b) dissolution, winding up, liquidation, insolvency, receivership or any event preceding such; (c) any event materially affecting the customer’s creditworthiness or ability to perform; or
(d) default by any guarantor of the customer.
Goods: all goods supplied by CCG, including (for PPSA purposes) inventory where held as such, and all proceeds and products thereof. References to goods include descriptions in order forms, packing slips, and invoices.
GST: Goods and Services Tax under the Goods and Services Tax Act 1985.
Intellectual Property Rights: all rights in copyright, trademarks, designs, patents, inventions, confidential information and other IP, including applications, renewals and extensions.
Loss: any claim, demand, loss, liability, damage or expense.
Order Confirmation: CCG’s written acknowledgement of the customer order.
PPSA: the Personal Property Securities Act 1999. Terms not defined here have the meanings given in the PPSA.
Working Day: any day other than Saturday, Sunday, or a New Zealand public holiday.