Resupply.co.nz Terms of Trade

1 General

1.1 The Resupply website is operated by the Ravensdown group. All products and services provided to you by, Ravensdown Limited, or another member of the Ravensdown group (Ravensdown, , or we, us, our) through the Resupply website (the Website) are supplied on these terms of trade unless we agree different terms with you in writing. By requesting the supply of products or services from us through the Website, you agree to be bound by these terms.

1.2 If you are a company and your directors have previously guaranteed your obligations to Ravensdown in relation to products and services supplied by Ravensdown, the guarantee will continue in full force and effect, even if these terms have been updated since the time the guarantee was given. 

 

2 Supply of products and services

2.1 We will use reasonable skill, care and effort to supply quality products and services to you in a timely and efficient manner.

2.2 You are responsible for assessing whether the products or services offered by us are suitable for your farming or other purposes. We publish generic product guidelines for many of our products which may assist you in this regard.

 

3 Product orders

3.1 You can order our products using the Website. In order to place an order through the Website, you must create an account. You must keep your username and password secure and confidential. You are solely responsible for any use of your account by any person using your username and password.

3.2 Placing an order with us is an indication of your intention to buy product from us and helps us plan our store stock supplies. For example, we may not have the product you want in stock at the store you want to collect it from and will need time to arrange this. Your order will only be accepted and invoiced by us when we despatch the product to you or your nominated carrier.

3.3 Special mixes, however, add complexity and time to the order and despatch process. When your order requires us to mix or bag a special blend of products for you in one of our despatch facilities (e.g. adding trace elements), your order will be accepted and invoiced by us when we mix the product for you. As this process takes time, you may need to wait until your special blend is ready for collection.

3.4 All product orders except special mixes may be cancelled by written notice to us, but you may be required to pay for redelivery or other costs which are incurred as a result of the cancellation. Because we generally cannot use a special mix for another customer, or return it back into our general stock, you may not cancel any order for a special mix. If you do not collect a special mix from us, we will arrange for it to be delivered to you at market rates.

3.5 From time to time there may be a shortage in the availability of our products compared to demand for those products (e.g. because of supply chain issues beyond our control). In that case we may allocate products to customers on a basis we determine to be reasonable and that best meets the overall needs of the Ravensdown group. In doing this we will have regard to factors we consider appropriate, including potentially prioritising allocation in accordance with customers’ recent transaction history with us.

 

4 Services

4.1 Any services ordered through the Website including any agronomy, nutrient, testing and environmental or other services, which are arranged or provided by Ravensdown group personnel (services) will be provided in accordance with these terms. However, for some services you may need to enter into a separate contract with Ravensdown.

4.2 You authorise us to disclose information relating to the services to nominated third parties where that is necessary for the purpose of preparing or providing the services.

4.3 All orders for services are accepted by us when you make the request for the service to us through the Website or when you sign a separate form or contract with us which incorporates these terms. Where testing services ordered through the Website are required from ARL, your order for the services will be accepted when you deliver the sample to us or when you sign a separate form or contract with us which incorporates these terms.

 

5 Delivery and risk

5.1 You will become responsible for the care of all products ordered by you when they are despatched to you from one of our despatch facilities or to a carrier nominated by or acceptable to you. When Ravensdown delivers product directly to you, you will be responsible for the care of that product from the point of delivery to your nominated address.

5.2 The risk of damage to or loss of your product will pass from us to you at the time and point you become responsible for those products under clause 5.1.

5.3 As soon as practical after you become responsible for your products (but in any event no later than 7 days following their delivery to you), you will need to inspect the products and notify us of any damage to or defect you find in the products. If you notify us of damage or a defect we will then contact you to arrange for inspection of the product and/or return of the product to us.

5.4 If you change your mind about any product which has been delivered to you, please contact us and we can discuss whether it can be returned to us. We may charge you a fee for the delivery, return and/or handling costs where there is no material damage or defect in the product you have returned. Just as you cannot cancel a special mix, a special mix cannot be returned to us where you change your mind.

5.5 Legal ownership/title to all product supplied to you by Ravensdown will not pass from us to you until we have received full payment of all monies you owe to us for the products. Where practical you must hold all products which have not been paid for as Ravensdown’s bailee and in a way that our products can be separately identified from all other products held by you.

 

6 Price

6.1 Unless otherwise agreed with us, the price for all products will be calculated by reference to the list price for that product on the Website at the time we despatch the product to you, or for special mixes, when we mix the product for you

6.2 The price for all services will be as set out on the Website or advised to you by us or as set out in the separate contract for the services issued by us which incorporates these terms.

6.3 Any estimate provided to you by us is an estimate only. The actual price for any product or services may vary from the estimate and will be as set out in the invoice you receive from us for that product or service.

6.4 All prices for products and services exclude GST and other applicable charges/fees or disbursements as set out on the Website. These are payable by you at the same time as the price for the products and services.

6.5 If existing Ravensdown shareholders wish to pay by credit card or debit card or bank transfer, they must enter their shareholder number at the time of purchase for that purchase to be eligible for any shareholder rebate.

 

 7 Online payments

7.1 You may make payments online using a credit or debit card. A transaction fee may be charged when paying by credit or debit card. You are responsible for any merchant surcharges or other fees charged by your bank.

7.2 All credit/debit card payments are processed, managed and completed by a secured and trusted third-party vendor, Windcave. Windcave is compliant with PCI DSS (Payment Card Industry Data Security Standards) and evidence of compliance is available on their website (https://www.windcave.com).

7.3 Windcave only stores your credit or debit card details to process your payment and, if you elect to save your credit or debt card details, for any future online payments you may want to make.

7.4 Online payments are provided through a secure website. However, you acknowledge that internet transmissions are never entirely secure or private and that any information you send to or through our Website and while making online payments (including credit card information) may be read or intercepted by others, even where a website is stated as being secure. While we use reasonable safeguards to protect against interception and unauthorised use, we will have no liability for any such interception and/or unauthorised use of your details.

7.5 Before completing an online payment on our Website, it is your responsibility to verify that all transaction, credit or debit card, account information and other details are correct. We will have no liability for transactions which are incorrect as a result of inaccurate data entry in the course of any online payments.

7.6 If you are making an online payment, you warrant that you have the authority to use the relevant credit or debit card and that you will pay to the issuer all charges incurred while making online payments on our Website.

7.7 We may, at any time without prior notice or any liability to you, cancel or suspend any or all online payment services and/or substitute alternative services.

7.8 Except as required by law or as set out in these terms, we are not required to provide any refund of any payments made through our Website. If we provide a refund, any refund will be made back to the original payment method (i.e. the credit or debit card used to make the original payment). Any refunds made will be for the amount of the original online payment and will not include any transaction or other fee initially charged by us, Windcave or your bank.

 

8 Invoice payments

8.1 Where you are an existing Ravensdown customer and have an approved credit facility with Ravensdown, you may make payments via invoice. In this case, payment for all products and services is due on the 20th day of the month following the date of Ravensdown’s monthly statement or separate invoice (or the next business day if the 20th of the month is not a business day), unless other payment terms have been arranged with Ravensdown.

8.2 If you are late with your payment or you don’t pay us in full (including where we reasonably anticipate this might happen), we may take all or any of the following steps (in addition to our other rights or remedies at law).

(a) We may suspend or terminate any credit facility we have made available to you. Where this occurs all amounts owing by you to we will become immediately due and payable, and we may issue a demand to you for these amounts. From the time your credit facility is suspended or terminated, any further purchases of products or services must be made by way of prepayment before the products are despatched unless otherwise agreed with us.

 (b) We may recover from you all costs incurred by us arising from your breach of our payment terms (including legal costs on a solicitor and own client basis and costs of recovering unpaid amounts).

 (c) We may charge a default fee to you at a rate equal to 1.75% per month on any monies outstanding, both before and after judgment, from the due date until the date of payment. Interest will be payable on demand.

 

 9 Warranties and liability

9.1 Except for any written warranties given by us to you (whether on our Website or otherwise in writing), all warranties and representations (including those expressed or implied by law) in respect of products and services provided by us are excluded to the extent permitted by law.

9.2 Where we are responsible for any breach of warranty, breach of these terms or for defective products or services we will (at our option):

(a) replace the defective products;

(b) re-perform the defective services; or

(c) refund the price for the defective products or services paid by you, to the extent permitted by law.

 In the case of (a) or (b) we will use reasonable endeavours to do this as soon as practicable but we will not be responsible to you for any delay in doing so. Our legal liability to you will be limited to our cost of effecting our obligations to you under this clause 9.2, irrespective of any other clause in these terms.

 

9.3 Notwithstanding any other clause in these terms, in no event will we be liable, whether in contract, tort including negligence or otherwise:

(a) for any delay or non-performance in supplying any products or services to you, including where there are delays in cartage or due to any other event or circumstance beyond our reasonable control;

(b) where you have altered or modified any products, mis-applied any products or subjected any products to any unusual or non-recommended use, service or handling;

(c) where any products are not transported, stored, handled or used in accordance with any directions given by Ravensdown to you;

(d) where the terms of any written warranty have not been complied with;

(e) for loss or damage caused by any factors beyond our reasonable control; or

(f) for any loss of profit or revenue, or for any special, indirect, incidental or consequential damage, loss or injury of any kind suffered or incurred by you.

9.4 Our products and services are generally supplied to customers for trade purposes. We and you agree that if the supply of products and/or services under these terms are for commercial or business purposes (trade) then, having regard to all relevant circumstances of these transactions, it is fair and reasonable that (i) the Consumer Guarantees Act 1993 and (ii) sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply to these transactions to the extent permitted by law.

 

10 Lien/security interest

10.1 Where you are an existing Ravensdown shareholder, you agree to grant Ravensdown a first and paramount lien on all your Ravensdown Limited shares (whether held in your sole name or jointly) for all amounts owing by you to us in respect of products and services supplied by Ravensdown. This lien extends to all distributions, rebates and other amounts payable to you in relation to your Ravensdown Limited shares, and all proceeds from the sale or other disposal of your Ravensdown Limited shares. Ravensdown may enforce its lien in accordance with the procedure set out in Ravensdown Limited’s constitution for the enforcement of liens.

10.2 By virtue of the retention of title held by us or Ravensdown under clause 5.5 Ravensdown holds a security interest in all products supplied by Ravensdown to you, for the purposes of the Personal Property Securities Act 1999 (PPSA).

10.3 You agree (to the maximum extent permitted by law) with Ravensdown;

(a) to provide all information and provide such assistance necessary to allow Ravensdown to register, maintain and enforce its security interest;

(b) to waive your right to receive a verification statement in respect of any financing statement or financing change statement relating to Ravensdown’s security interest;

(c) to contract out of your rights under the sections referred to in section 107(2)(a) and (c) to (i) of the PPSA; and

(d) that nothing in sections 114(1)(a), 133 and 134 of the PPSA applies to these terms, and accordingly to contract out of these sections.

 

10.4 Ravensdown’s security interest continues in any products into which those products are incorporated, and in any proceeds arising from the sale of the products.

10.5 We and Ravensdown may enter any premises occupied by you or on which products are situated at any time after a breach of the payment terms set out in clause 7 by you occurs (or before any such event if Ravensdown believes it is likely to occur) to remove and repossess any products and any other property in which products are incorporated. To the extent permitted by law, Ravensdown will not be liable for, and you indemnify Ravensdown against, any damage or loss you or any third party incurs as a result of Ravensdown’s actions under this clause.

 

11 Miscellaneous

11.1 Conduct and safety: We agree to treat each other with courtesy and respect in all our dealings with each other. When we enter each other’s premises (e.g. your farm or our store) we will each comply with all instructions, policies, guidelines or similar which we have in place for those premises from time to time, and the reasonable expectations for conduct which we make known to each other.

11.2 Communication: We are committed to a sustainable future and so, in order to reduce paper waste, we will send all your communications from Ravensdown by email unless other arrangements have been agreed with us via the Customer Centre.

11.3 Information/privacy: You authorise us to collect, use and disclose information about you for determining your creditworthiness, debt collection purposes or for any other purpose related to these terms. Your personal information will be collected, used and disclosed in line with the law and Ravensdown’s privacy policy which applies at the time. The privacy policy is available at www.ravensdown.co.nz/privacy-policy. You have a right of access and may request correction of personal information held by us about you in accordance with the Privacy Act 2020. To ensure your personal information is always up to date you must contact us if you change any of your details, like your phone number, email address, physical address or bank account.

11.4 Suppliers: Where you are a “supplier” for the purposes of the Consumer Guarantees Act 1993, you will not make or allow to be made any statements or representations as to the quality, fitness for purpose or description of any products, other than those made by us. You indemnify us against any damage or loss we incur as a result of any breach of this clause by you.

11.5 Entire agreement: These terms, together with any Ravensdown invoice, form the entire agreement between you and us for the supply of the relevant products or services ordered through the Website, and replace any earlier correspondence, discussions and agreements on the supply of the products or services (either oral or written) and any documents provided by you. Ravensdown Limited’s standard terms of trade do not apply to purchases of products and services through the Website.

11.6 Terms: We may vary these terms from time to time. Any varied terms will be available on the Website and will apply to the provision of all products and services you order after the date on which the varied terms take effect.

11.7 Waiver: Any waiver of these terms will not be effective except to the extent agreed in writing between us.

11.8 Benefit: These terms do not confer any benefit on, and are not enforceable by, any person other than us and you. You may not assign or subcontract all or any of your rights or obligations under these terms without our prior written consent. These terms will be binding on your successors and permitted assigns.

11.9 Severability: If any provision in these terms is held by any court or administrative body of competent jurisdiction to be illegal, void or unenforceable, that provision will be amended to the extent necessary to make it legal, valid and enforceable without altering its meaning or intent. If that is not possible, that provision will be severed from these terms and the enforceability of the remaining provisions will not be affected.

11.10 Governing law: These terms will be governed by the laws of New Zealand, and you and Ravensdown agree to submit to the non-exclusive jurisdiction of the Courts of New Zealand.

 Effective from 1 January 2025.