1. Definitions

1.1. “Seller” shall mean Office Products Depot (also referred to as "us" or "we") including all Office Products Depot Dealerships.

1.2. “Customer” shall mean the Buyer (also referred to as "you" or "your").

1.3. “Goods” are as stated in section 2 of the Sale of Goods Act 1908 and are Goods supplied by the Seller to the Customer (and where the context so permits, shall include any supply of Services as hereinafter defined).

1.4. “Services” shall mean all Services supplied by the Seller to the Customer and includes any advice or recommendations.

1.5. “Price” shall mean the price stated on the website as agreed between the Seller and the Customer, (subject to clause #4)

2. Acceptance

2.1. By placing the order for goods or services with the Seller you are deemed to accept the terms and conditions of sale.

2.2. Any instructions received by the Seller from the Buyer for the supply of Goods shall constitute acceptance of the terms and conditions as outlined and can only be rescinded in accordance with these terms and conditions or with the written consent of the Seller.

3. Agreement

3.1. Office Products Depot agrees to sell and the Customer agrees to buy the goods ordered through Office Products Depot.

4. Price

4.1. The purchase price stated by the Seller is for goods supplied and packed and is exclusive of installation, assembly, maintenance, and GST.

4.2. NZ Goods & Services Tax (GST) will be added to the price stated on the Sellers website at a rate prescribed by the New Zealand “Goods & Services Tax Act 1985”.

4.3. The Seller reserves the right to adjust pricing at any time prior to the Customer placing and order with the Seller.

4.4. Purchase prices are stated in New Zealand dollars (NZD) unless otherwise stated.

4.5. You are bound to pay us the price stated on your confirmed order once we accept your order. A sales quotation does not constitute a binding contract until you place an order which we subsequently accept.

5. Payment

5.1. Payment is due from you by the 20th of the month following the date of invoice.

5.2. We reserve the right to alter the terms of payment with effect from the date that we notify you of such change.

5.3. Should we choose to we can impose a credit limit on your account at any time and alter it at our discretion with effect from the date that we notify you of such change. If you exceed your credit limit, we may choose to refuse to supply goods or services to you.

5.4. If we at any time, consider your credit worthiness to be unsatisfactory we can require security for payment or payment in advance of delivery of goods from us to you.

5.5. You cannot withhold payment or make any deductions from any amount you owe us without our prior written consent.

6. Freight & Delivery

6.1. Where we agree to transport the goods to a specified place, we will deliver, or arrange delivery of, the goods to that place. Except where otherwise agreed, you will pay for all resulting transportation costs.

6.2. If no place of delivery is specified, we will hold your order until such time you advise us of your delivery address which we agree to deliver to, or your order will be held in our premises for you to collect from us. If delivery to you is agreed this shall then take place at the time when the goods are made available for dispatch from our premises.

6.3. We can deliver the goods by instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in this contract of sale.

6.4. Any time stated for delivery is an estimate only. No claim shall be made by you on account of late shipment, or delivery however caused.

6.5. All freight charges shall be at your cost unless otherwise agreed and stated.

6.6. For all orders under $100 a freight and handling charge will apply unless otherwise agreed and stated.

6.7. The failure of the Seller to deliver shall not entitle either party to treat this contract as repudiated.

7. Returns & Cancelled Orders

7.1. All goods to be returned must have a Goods Return Authority issued by us. The issue of a Goods Return Authority does not guarantee that we will accept the return.

7.2. Where a faulty product is returned and you have requested a Goods Return Authority within 7 working days of despatch, and the returned product has not been used or opened or otherwise deemed unsaleable by us you will be credited in full unless the return is due to an error by us. Freight charges will not be credited under any circumstances.

7.3. Faulty goods will be subject to the normal return procedures for the specific brand being returned.

7.4. Non-faulty product will require a Goods Return Authority, must be in saleable condition, and will be subject to a minimum 10% restocking fee.

7.5. Non faulty goods will only be accepted for credit within 7 days of delivery, unless due to an ODP error. We reserve the right to charge for returned goods, excepting for when there has been an error from our part. Furniture items, including chairs and chairmats specially ordered for customers are non-refundable.

7.6. You will be liable for all delivery and insurance charges incurred in respect of returned goods.

7.7. We advise that you communicate with us about any product issues where you wish to return goods received or cancel orders.

8. Repairs & Replacements

We do not undertake that repair facilities and parts will be available for the goods held at one of our Office Products Depot Dealerships. We will not be liable to repair or replace any defective goods, but at our own discretion we may.

8.1. Notify the manufacturer of the goods of any defect notified by you; and

8.2. Request the manufacturer to repair or replace any defective goods.

9. Risk & Ownership

9.1. Risk of any loss, damage, or deterioration of or to the goods passes to you on delivery.

9.2. Ownership of the goods remains with us and does not pass to you until you pay all amounts you owe to us. We reserve the right to enter your premises where the goods are stored and recover them into our possession. We can resell any of the goods and apply the proceeds of sale in reduction of amounts you owe to us at our reasonable discretion. We then may bring action against you for any unrecovered costs or amounts owning on goods we have repossessed.

10. Guarantees

10.1. Where the goods you purchase from us are acquired for personal, domestic or household use of consumption in accordance with the Consumer Guarantees Act 1993, the Consumer Guarantees Act 1993 applies.

10.2. If any goods purchased from us fail to comply with any guarantee in the Consumer Guarantees Act, Office Products Depot will repair or replace these goods.

10.3. Without excluding our obligations under the Consumer Guarantees Act 1993, you acknowledge that we do not provide any Express Guarantee (as defined in the Act) other than those expressly confirmed by us in writing.

10.4. If the goods are acquired by you for business purposes, you agree that the Act does not apply. If you on-supply goods you must do so on the basis that the Act does not apply where the goods are on-supplied for business purposes and notify consumers that neither we nor any manufacturer undertake that repair facilities or spare parts will be available.

10.5. If a claim is made directly against us by a consumer under the Act then you will refund to us the amount of any damages (up to the value of the margin you made on the goods in question) we are required to pay to that consumer under the Act.

10.6. Nothing in these terms is intended to have the effect of contracting out of the provisions of the Act except to the extent permitted by the Act.

10.7. Except as otherwise required or prevented by law or except as expressly provided under these terms, we are not liable for any claim in relation to any goods we supply to you (including as a result of negligence or otherwise) and all representations, guarantees, warranties and terms of whatever nature (including fitness for purpose) are completely excluded.

11. Default

11.1. If you do not pay the price by due date, we may charge a default penalty at a rate of 2.5% per month calculated daily on the unpaid portion of the price from the due date until payment in full, plus any GST.

11.2. You will, on demand, pay to us any amount we incur (including solicitors' and collection agency costs, court costs and disbursements) in recovering payment of any overdue account.

11.3. If an Event of Default occurs, we may suspend or terminate any contract with you.

11.4. If an Event of Default occurs, all amounts you owe us shall immediately become due and payable notwithstanding that the due date has not arisen.

11.5. An "Event of Default"; means an event where:

11.5.1. you fail to comply with the terms of any contract with us; or

11.5.2. you commit an act of bankruptcy; or

11.5.3. you enter into any composition or arrangement with your creditors; or

11.5.4. if you are a company

11.5.5. you do anything which would make you liable to be put into liquidation; or

11.5.6. a resolution is passed, or an application is made for liquidation; or

11.5.7. a receiver or statutory manager is appointed over all or any of your assets.

12. Use of Information

12.1. You agree that we (or other members of our group of companies) may obtain information about you from you or any other person (including any credit or debt collection agencies) during our business, and you consent to any person providing us with such information.

12.2. You agree that we may give any information we have about you relating to your credit worthiness to any other person, including any credit or debt collection agency, for credit assessment and debt collection purposes.

12.3. You must notify us of any change in circumstances that may affect the accuracy of the information you provided to us or our group of companies. (If you are an individual, i.e., a natural person, you have rights under the Privacy Act 1993 to access and request the correction of any personal information that we hold about you).

13. No Liability

13.1. We shall not be liable for any delays or failure in complying with any obligation imposed on us under any contract or for any loss or damage (including indirect or consequential loss of profits, data or damage) as claimed by you.

13.2. Should any liability in relation to this agreement (or the goods supplied under this agreement) be imposed on us for any reason, our total liability to you is limited to the price of those goods and services supplied by us to which the liability relates.

13.3. We will not, in any case, be liable for any consequential or special damages, including loss of business profits.

13.4. If we are unable to provide our obligations under the terms of this agreement by reason of strike, lock-out, riot, industrial action, fire, storm, operation of law or other cause beyond our control, then we are released from our obligations under this agreement.

14. Indemnity

14.1. You hereby indemnify and will keep us indemnified against all obligations and liabilities incurred by an act or omission by you in relation to this agreement.

15. Cancellation

15.1. We have the right to cancel this agreement (without prejudice to any of its rights) immediately upon any of the events:

15.1.1. If you cease or threaten to cease to carry on business; or

15.1.2. If a receiver or similar officer is appointed in respect of all or any assets belonging to you, or you are unable to pay your debts when they fall due, enter into a scheme with your creditors or any steps are taken to place you into liquidation; or

15.1.3. If you commit a breach of this agreement and the breach is not remedied within 14 days of notification of the breach by us.

15.1.4. Upon termination we will be entitled to repossess and resell any unpaid goods within the term of terms risk and ownership.

15.1.5. Termination shall not relieve you from any liability or responsibility that has arisen before the date of termination.

16. Other Agreements

16.1. These terms apply to all transactions where we supply goods to you. This agreement supersedes the terms of all prior agreements, understandings, representations or warranties previously given by us or any agent of Office Products Depot in respect of goods.

16.2. If there is any inconsistency between these terms and any order submitted by you or any other arrangement with us, these terms prevail unless otherwise agreed by us in writing.

16.3. If at any time any provision of this agreement becomes illegal, invalid or unenforceable neither the legal validity nor enforceability of the remaining provisions shall in any way be affected or impaired.

17. Waiver

17.1. If we exercise or fail to exercise any right or remedy available to us, this shall not prejudice our rights in exercising that or any other right or remedy. Waiver of any term of the contract must be specified in writing by us and signed by an authorised person.

18. Assignment

18.1. You may not transfer or assign all or any of your rights or obligations under this contract without our prior written consent.

19. Governing Law

19.1. This contract and its terms are governed by, and shall be construed in accordance with, the laws of New Zealand. Both parties submit to the exclusive jurisdiction of the courts of New Zealand.

20. User Agreements

20.1. This Website is provided by Office Products Depot and may be used for informational purposes only.

20.2. By using the site or downloading materials from the site, you agree to abide by the terms and conditions contained in this notice. If you do not agree to abide by these terms and conditions do not use the site or download materials from the site.

20.3. The materials may contain inaccuracies and typographical errors. Office Products Depot does not warrant the accuracy or completeness of the materials, or the reliability of any advice, opinion, statement or other information displayed or distributed through the site. You acknowledge that any reliance on any such opinion, advice, statement, or information shall be at your sole risk.

20.4. Office Products Depot reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the site and make any other changes to the site, the materials and the products, programs, services or prices (if any) described in the site at any time without notice.

20.5. This site, the information and materials on the site are provided without any representation or warranty, express or implied, of any kind, including, but not limited to, warranties of merchantability, non-infringement, or fitness for any particular purpose.