Terms of Trade

GPS-it Limited provides customised mapping solutions both across New Zealand and internationally specialising in the horticultural and agricultural industries.

 All services and goods supplied by GPS-it Limited (GPS) are supplied on the following terms of trade, unless expressly varied by written agreement.

1.     Definitions
1.1      “GPS” means GPS-it Limited and its successors and assigns.
1.2      “Customer” means the Customer or any person acting on behalf of and with the authority of the Customer.
1.3      “Goods” and “Services” means all goods and services supplied by GPS to the customer, including any advice or recommendations.
1.4      "Customer Price List” means the price list in respect of Goods and Services (excluding GST) published from time to time by GPS.
1.5      “Price” means the cost of the goods as set out in the Customer Price List and also includes GST and other associated costs payable by the Customer.                    

2.     Acceptance
2.1      The Customer will confirm his/her/their/its acceptance of the Price by providing an order/instruction to GPS.  GPS may cancel or postpone any order without liability if it considers the order uneconomic or impractical to fill.
2.2       Any order and/or instructions received by GPS from the Customer for the supply of goods and services shall constitute acceptance of the terms and conditions contained herein.
2.3      When the Customer comprises more than one person or a company/trust, the signatory to these terms of trade warrants that he/she/they has/have the ability to bind the Customer and acknowledges that each of the parties making up the Customer is jointly and severally liable for all amounts payable to GPS by the Customer in accordance with these terms and conditions.
2.4      Upon acceptance of these terms of trade the Customer, accepts and acknowledges that the terms and conditions are irrevocable and can only be rescinded in writing by the Manager of GPS.

3.     Prices and Terms of Payment
3.1      Payment of the price is to be made upon delivery of the goods unless GPS has agreed to other credit terms in which case payment shall be made by the 20th of the month following the date of invoice or by other payment terms declared in an estimate.
3.2      If the price is not made in full by the due date, GPS is entitled to charge the Customer interest on the unpaid overdue payment at the rate of 15% per annum or a minimum charge of $15.00 per month.  GPS may at its option suspend the sale and secure goods in its possession regardless of the term of this contract until the overdue accounts are paid in full.
3.3      GPS is under no obligation to supply goods and services on credit to the Customer.
3.4      If at any time GPS reasonably deems the credit of the Customer to be unsatisfactory, it may require the Customer to provide part or full payment prior to goods and services being supplied.
3.5      The Customer agrees that GPS has sole discretion to apply payments from the Customer to any transaction or GPS invoice notwithstanding that the Customer may have applied the payments to a particular transaction or invoice and has supplied a remittance advice to GPS showing applied payments.

4.     Limitation of Liability
4.1     The Customer acknowledges that GPS has no liability to the customer for any direct, indirect or consequential loss or damage or for any loss of profit (or any other form of economic loss) arising in connection with the Services (whether in contact or in tort) unless the loss or damage arises directly as a result of the gross negligence or wilful misconduct of GPS.
4.2      GPS has not and will not assume any liability in terms of the Health and Safety in Employment Act 1992 (“the Act”) arising out of their provision of Goods and Services to the Customer.  The parties agree and acknowledge that in terms of the Act, GPS will not be the person who controls the place of work.

5.     Warranty
5.1      The Customer has a limit of three months from receipt of goods to request changes to the goods supplied, thereafter charges as per the Customer Price List will be applied.

6.     Default and Termination
6.1      GPS reserves the right to withhold service, or to terminate a service contract, where the above payment terms are not met by the Customer.

7.     Costs
7.1      The Customer agrees to pay all GPS’s costs, both collection and legal, incidental to the enforcement or attempted enforcement of GPS’s rights, remedies and powers under these Terms of Trade.

8.     Force Majeure
8.1      GPS will endeavour to complete your service within an appropriate timeframe, but is not liable for failure to perform the obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or telephone service, or any other forces outside of GPS’s control (force majeure).

9.     General
9.1      If any provisions of these terms and conditions shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired,
9.2      All goods and services supplied by GPS are subject to the laws of New Zealand and GPS takes no responsibility for changes in the law that affect the goods and services supplied.
9.3      GPS reserves the right to review these terms and conditions at any time and from time to time. If, following any such review, there is to be any change in such terms and conditions, that change will take effect from the date on which GPS notifies the customer of such change.
9.4      These terms of contract between GPS and the Customer shall apply to all orders accepted by GPS or estimates approved by the Customer and that these terms and conditions shall prevail and take precedence over any written document or oral message from the Customer and in the case of conflict or dispute between the parties these terms and conditions shall prevail.  Where GPS fails to enforce any of the terms and conditions of this contract or fails in any way to exercise its rights under this contract GPS will not be deemed to have waived these rights with respect to any term or condition or right.
9.5      GPS will retain all intellectual property/copyright in all documentation prepared by it, and the Customer has the right to use them only for the purpose for which they are intended.
9.6      The Customer acknowledges that the Goods and Services are correct as at the date of provision based on the information provided (if any) to GPS.
9.7      For the purposes of clarity, the Customer acknowledges that he/she/they/it has/have no right to use any of the documentation relating to the Goods and Services provided where any or all of the Price remains payable to GPS.    

10.     Dispute and Arbitration
10.1      In the event of any dispute between GPS and the Customer arising out of this contract, the Customer agrees to pay the undisputed part of the outstanding monies owed and such dispute shall be referred to a Mediator to be agreed between the parties and the costs shall be equally shared and upon failure to agree to the outcomes of mediation, the dispute shall be referred to an Arbitrator and arbitration conduced in accordance with the Arbitration Act 1996 and any amendments thereof.