RD1 Limited Terms of Supply of Goods and Services

We have made some small changes to our Terms of Supply of Goods and Services which will come into immediate effect, click here to view the changes which are included in the updated terms of supply below.

The following terms and conditions ("Terms of Supply") apply to credit facilities offered by, and all purchases of goods and services from, RD1 Limited and its successors or from RD1 Limited in its capacity as a selling agent for any principal ("RD1"), including those made through RD1, the RD1 Customer Support Centre and the RD1.COM or RD1.CO.NZ websites. "We" or "us" means RD1 and where RD1 is supplying product as an agent on behalf of a principal "we" or "us" includes that principal. "You" or "your" means the purchaser or intending purchaser of the goods and/or services from RD1 and includes any agent, contractor or representative of you. In these Terms of Supply, "goods" means any goods that you have ordered or purchased from us.

1. General and Privacy
1.1 We will supply goods and services to you on the Terms of Supply unless we agree otherwise in writing.
1.2 We may amend these Terms of Supply from time to time.
1.3 We are under no obligation to accept all or any of your orders.
1.4 The RD1 website at RD1.com or RD1.co.nz (the "Site") is a shopping website where you can browse, select and order products from RD1.
1.5 Your access to and use of the Site is governed by the terms of use of the Site.
1.6 By placing an order for, or purchasing goods and services you agree to be bound by, and comply with, these Terms of Supply.
1.7 You agree to comply with all relevant laws relating to your use of the Site and your placement of any order through the Site.
1.8 We respect your privacy. We collect, hold, use and disclose your personal information in accordance with the Privacy Act 1993. The manner in which we generally collect, hold, use and disclose your personal information is set out in our Privacy Policy. You can view our Privacy Policy by access to the Site.
1.9 We will collect your personal information through your use of the Site or through your personal contact with us. You agree for us to collect, hold, use and disclose your personal information in ways we consider appropriate, namely:
  a. for the purpose of and incidental to providing our products and services to you in a secure way. This includes uses and disclosures which we require to operate the Site; and
  b. with, to and from third parties who provide services to us in relation to online shopping. These may include mailing houses, call centres, gateway providers, delivery service providers and organisations that assistus to check for or prevent unauthorised or fraudulent transactions; and
  c. passing to credit reporting agencies for credit checking and credit reporting. This may involve the disclosure, sharing and exchanging of personal information with other customers of a credit reporting agency. It will also be used to update and maintain credit information files and will be accessed by customers of the credit reporting agencies.
1.10 We may transfer your personal information to others in countries outside New Zealand. We will only do this within the scope of clause 1.9.
1.11 You may access your personal information by logging into your registered account or by contacting us.
2. Payment
2.1 If you are an RD1 Account holder:
  a. You must pay to RD1 the Contract Price and our other charges on the 20th of the month following the month of delivery of the goods, without any set-off or deduction.
  b. Payment made by credit or debit card, may incur a surcharge.
  c. We may, however, require you to pay sooner, possibly before the goods are sent to you.
  d. RD1 may deduct payments which are required to be paid to RD1 from any money owed to you by Fonterra Co-operative Group Limited or any of its related companies.
  e. Any credit arrangement entered into will be governed by the Credit Contracts and Consumer Finance Act 2003 but will not constitute a consumer credit contract for the purposes of that Act.
3. Overdue Payments
3.1 You must pay default interest on overdue payments, at our then current default interest rate (as shown on your monthly statement) calculated from the date payment is due until the date RD1 receives payment.
3.2 We may review our default rate from time to time and we will advise you of any change on your monthly statement.
3.3 Every overdue payment reminder letter will incur an administration fee of $10.00.
3.4 You must immediately pay all costs (including legal costs on a solicitor-client basis) incurred in collecting or attempting to collect your overdue payments.
4. Purchase on Extended Credit (financed)
4.1 If RD1 agrees in writing to give you extended credit:
  a. clause 2.1a. will not apply.
  b. RD1 will charge you interest at a ratefixed by RD1.
  c. RD1 may change the interest rate from time to time.
  d. RD1 will adjust your repayment instalments when RD1 changes the interest rate so that what you originally owed RD1 is paid in full over the same period.
  e. Your adjusted repayment instalments and new rate of interest will be shown on your next monthly statement.
  f. Nothing in this clause affects RD1's other rights against you in these Terms of Supply or at law, and RD1 may at any time at its discretion withdraw any credit extended to you.
5. Ownership
5.1 We will remain the owner of the goods you purchase from us until all sums you owe us, for any reason, are paid in full in clear funds, even if you incorporate the goods with other products.
5.2 We can always enter premises where the goods are located (or we believe them to be located) and take possession of and/or remove them while we remain the owner (regardless of s109 of the Personal Property Securities Act 1999 ("PPSA").
5.3 If you wish to resell any goods before you become the owner, you may do so only if the sale is genuine and made in the ordinary course of your business. You must then promptly account to us for the proceeds of the sale, and hold the proceeds in trust for us until you do so.
5.4 You acknowledge that these Terms of Supply create a security interest as defined in the PPSA in favour of us in any goods and any proceeds from, and existing or future rights in relation to, such goods and that we may at any time register a financing statement on the Personal Property Securities Register to protect our security interest in the goods.
5.5 You will not permit any third party security interest to subsist in relation to the goods.
5.6 You will not change your name or other details without first notifying RD1 in writing at least 14 days before such change takes effect.
5.7 While we retain ownership of goods in your possession or under your control, you must properly store and secure the goods, and insure the goods for their full replacement value until the goods are sold pursuant to clause 5.3 above or consumed in the ordinary course of your business.
6. Our Rights
6.1 If a default event occurs then:
  a. we will be entitled to cancel all or part of your orders which have not been delivered in full; and
  b. all amounts you owe us whether due for payment or not, will be immediately due and payable; and
  c. we may reclaim any goods in your possession or control anddispose of them for our own benefit as we thinkfit.
6.2 For the purposes of this clause a "default event" occurs if:
  a. a payment due from you to us is overdue; or
  b. in our opinion you are unlikely to be able to immediately pay your debts to us; or
  c. you exceed the credit limit that we allow you.
7. Sales Orders
7.1 We may at our discretion issue you with an RD1 Purchase Order which enables you to purchase goods and/or services from a third party merchant and for the costs of the goods and/or services to be charged to your RD1 Account ("Sales Orders").
7.2 We will not receipt into our inventory goods purchased via Sales Orders. We will however send you a tax invoice for the goods and/or services which shall be paid by you in accordance with these Terms of Supply.
7.3 Any warranty issue or claim shall be between you and the third party merchant. We are not liable for any goods and/or services obtained from a third party merchant under the Sales Orders.
8. Order Cancellation
8.1 RD1 will not accept cancellation of an order unless:
  a. the goods are part of our normally held stock and RD1 receives written notice of cancellation before the goods are loaded for delivery; or
  b. if the goods do not form part of our normally held stock, RD1 receives written notice of cancellation before it orders the goods itself from a third party, including from its principals if it is acting as agent.
9. Price Changes – Direct Supply Goods
9.1 "Direct Supply" goods are goods which are delivered to you direct from the manufacturer or distributor. They include, but are not limited to, bulk fertiliser and bulk fuel supplies.
9.2 We may increase the contract price of Direct Supply goods to take into account any additional costs we incur in relation to them after the date of your order.
10. Delivery, Handling, Packaging and Insurance Charges
10.1 You must pay all delivery and insurance charges (if any) related to your order.
10.2 RD1 may, at your request, arrange delivery by other means or at other times but we will charge you for any additional costs we incur.
11. Risk
11.1 Except to the extent otherwise provided in these Terms of Supply, risk in the goods will pass to you on delivery even though we may remain the owner of them.
12. Warranties
12.1 We warrant that the goods supplied are fit for their intended purpose.
12.2 All other guarantees, warranties and representations in relation to the goods or their supply (including those contained in the Sale of Goods Act 1908) are excluded except to the extent that we cannot lawfully exclude them.
12.3 Goods advertised by reference to pictures might not be identical to the picture when sold.
13. Consumer Guarantees Act 1993
13.1 When you purchase goods or services from us for business purposes then the guarantees and rights expressed or implied in the Consumer Guarantees Act 1993 in your favour do not apply to those goods or services.
14. Limitation of Liability
14.1 We will not be liable for any indirect or consequential loss incurred by you as the result of any act or omission by us including in relation to any error, omission or representation in any information on the Site.
14.2 We will not be liable to you:
  a. for failure to deliver by a specified date; or
  b. for loss caused by anything which is beyond our reasonable control.
14.3 Our liability to you (whether in relation to contract, tort (including negligence), strict liability or by virtue of a breach of any statutory duty or otherwise) is otherwise limited to the value of the goods and/or services supplied by us and associated with your claim or the direct damages you actually incur or suffer, whichever is less.
14.4 We may, at our option and as appropriate, either:
  a. replace defective goods; or
  b. pay you the price you paid us for the goods and/or services.
14.5 We will not however accept responsibility for any defective goods unless:
  a. you allow us to fully investigate your claim and , if requested, return a sample of the goods to us for inspection (at our cost).
  b. you notify us of the defect within 14 days of your receiving the goods; and
14.6 This clause 15 will not apply to the extent that the law prohibits us from limiting our liability.
15. Dispute Resolution
15.1 Ifa dispute arises between you and RD1 ("disputing parties"):
  a. the disputing parties must first discuss the dispute and, in good faith, try and settle it; and
  b. if the disputing parties cannot resolve the dispute, they must then refer it to mediation by a person appointed by LEADR ("LEADR Association of Dispute Resolvers") or its successor before taking any other action.
    This clause will not apply to an application by either disputing party for urgent interlocutory relief.
16. Security
16.1 You and any Guarantor of your account with us hereby grant us a security interest in all your present and after-acquired personal property and also a security interest in any present and future interest in land owned. You and the Guarantor(s) agree to the additional terms as set out in the Auckland District Law Society Memorandum of General Terms and Conditions, a copy of which is registered pursuant to section 155A Land Transfer Act 1952 under number 2007/4240.
16.2 If requested in writing by us, you and/or the Guarantor(s) shall within 5 working days execute a mortgage over land owned ("the Mortgage"). The Mortgage shall be prepared by our solicitors and shall be on the then current Auckland District Law Society all obligations mortgage form.
16.3 The securities granted in this clause shall secure all obligations owed to us from time to time, presently or in the future.
16.4 You and the Guarantor(s) hereby irrevocably appoint us to be your true and lawful attorney to sign in your name and the Guarantor(s) name on their behalf any security which we shall request you and/or the Guarantor(s) to execute pursuant to this clause.
16.5 Nothing in sections 114(1)(a), 117(1)(c), 120, 122, 133 or 134 of the PPSA applies. Your rights in sections 116, 119, 120(2), 121, 125 to 127, 129, 131 and 132 of the PPSA do not apply unless we are the purchaser. You waive your right under the PPSA to receive a copy of any verification statement.
16.6 RD1 may at its sole discretion register a security interest on behalf of a vendor when acting as agent but has no obligation to do so.
17. Waiver
17.1 If we delay or do not exercise any of our rights or remedies under these Terms of Supply or otherwise at law, that will not be a waiver of the right or remedy.
17.2 Any waiver or consent we give you must be in writing and will be effective only in the specific instance and for the specific purpose for which it is given.
18. Severability
18.1 If part of these Terms of Supply is deemed to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect.
19. Governing Law
19.1 The Terms of Supply will be governed by New Zealand law and you agree to submit to the non-exclusive jurisdiction of the New Zealand Courts.
19.2 The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
20. Commission and Administration Fees and Rebates
20.1 When RD1 is acting as an agent, or is facilitating payment of a third party account, RD1 may receive a commission and/or an administration/marketing rebate from the vendor and/or the purchaser. Further, when RD1 is facilitating payment of a third party account, RD1 may at its discretion charge an administration fee to you for providing the payment facility service.
20.2 When RD1 makes payment to suppliers for goods and services you have purchased, RD1 may receive from the supplier a rebate, commission or fee for providing marketing and billing services.
21. Cancellation
21.1 We shall be entitled to cancel all or part of your orders which have not been delivered in full, without prejudice to any rights which may have accrued up to the date of cancellation, if:
  a. you, being a body corporate, go into liquidation, receivership or voluntary administration or, being a person, become` bankrupt; and/or
  b. we are refused a permit or permission to import the goods; and/or
  c. you breach any term of these Terms of Supply or are in default of any of those terms and fail to remedy the breach or default within 7 days of receiving notice from us of the breach or default.
22. Livestock
22.1 The following terms shall apply to the sale and purchase of livestock and shall override the other terms where inconsistent.
22.2 The payment shall be made to RD1 without deduction or setoff within 12 days of the date recorded for delivery.
22.3 The livestock shall be at the risk of the purchaser from the earlier of:
  a. 12.00 noon on the date of delivery; or
  b. the time of actual delivery by the vendor to the purchaser.
22.4 Delivery shall be deemed to take place when the livestock either cross the tailgate of the purchaser's nominated carrier or, if driven on foot, leave the vendor's property. The vendor will care for the livestock prior to delivery.
22.5 The terms as detailed on the reverse of RD1 Livestock's current Sale Notice shall apply. In the event of a forward saletheterms as detailed on the reverse of RD1 Livestock's current Contract for Forward Sale and Purchase shall apply.
23. Palm Kernel Expeller Additional Terms
23.1 This clause 23 applies, in addition to the rest of these Terms of Supply, where the goods supplied by us is palm kernel expeller.
23.2 You agree to purchase the "quantity" of goods at the contract price set out in each Order. The monthly "Volumes Required by Farmer" specified in the Order are binding monthly volumes that you agree to purchase (not estimates).
23.3 We shall use our best endeavours to supply the goods to you in the "shipment period" specified in the Order. You may request us to delay the supply of the goods if such a request is made to RD1 at least 7 days prior to the date for final delivery. We may at our discretion grant such an extension but shall be entitled to charge you any additional costs incurred (directly or indirectly) as a result of that delay including (but not limited to) storage costs and forgone interest on the contract price.
23.4 In the event that you are not able to accept delivery of all or part of the goods ordered by you in the shipment period detailed in the Order, we are not under any obligation to re-deliver the relevant goods to you and may declare you in default for the goods which were not delivered, unless you have extended the shipment period as detailed in clause 23.3 above. In the event of default by you under this clause 23.4 (in addition to any other rights under these Terms of Supply) we:
  a. may charge you all storage, haulage, interest charges and other costs incurred due to your default; and
  b. shall have the right to resell the goods which were not delivered. You shall be liable to us for any difference between your contract price and the resale price (where the former is greater than the latter), or if the goods cannot be conveniently resold, you will be liable for the original contract price of those goods. Where the contract price is less than the resale price then you are liable to us for the difference between your contract price and the landed cost price prevailing at the time of resale.
23.5 If you fail to pay the contract price or any other amount payable to us on the due date for payment then without limiting in any way any of our other rights:
  a. we shall be entitled to stop delivery of the goods and you shall pay all costs and expenses incurred as from the due date for payment including all costs of storage and insurance; and
  b. we shall be entitled to sell the goods at any time, at the then market price and on such terms as we shall determine and you shall in addition to any other amounts due to us be liable to pay us the amount of any difference between your contract price and the resale price (where former is greater than the latter), or if the goods cannot be conveniently resold, you will be liable for the original contract price of those goods. Where the contract price is less than the resale price then you are liable to us for the difference between your contract price and the landed cost price prevailingatthe time of resale.
24. Agency
24.1 The supply of Palm Kernel Expeller is made by RD1 as agent for International Nutritionals Limited. The supply of Agri-Feeds molasses and other Agri-Feeds bulk feed additives is made by RD1 as agent for Agri-Feeds Limited and 4Seasons Feeds Ltd. The supply of Ballance bulk products including fertiliser is made by RD1 as agent for Ballance Agri-Nutrients Limited. The supply of bulk on farm dairy feed is made by RD1 as an agent for Viterra, SealesWinlsow and Ingham Feeds and Nutrition Limited. The supply Pond Liners is made by RD1 as an agent for Skellerup Containment Systems.
24.2 When acting as an agent (including but not limited to the agencies identified in clause 24.1) RD1 is deemed not to be responsible or liable in any way for anything done or not done by or on behalf of the principal, including non-payment of any amount owed by the principal. RD1 gives no assurance as to the financial or other position of the principal.
25. Specific Online Purchasing Provisions
25.1 When you place an order with us through the Site, you are making an offer to buy particular goods. We will send you an email to confirm we have received your order and accepted your order and details of the anticipated delivery date and point for the goods.
25.2 We reserve the right to refuse or cancel any orders if we believe an order has been placed fraudulently, if the requested goods are not available, or if there is an error in the price or the description of the goods.
25.3 All prices listed on the Site are in New Zealand dollars and are inclusive of GST. We reserve the right to alter prices at any time for any reason but once an order is confirmed as accepted the price applying to the goods in that order will not alter.
25.4 You must pay us for the goods ordered by credit card if you are not an RD1 Account holder. A surcharge may be applied.
25.5 Deliveries will be made to the delivery point. We shall be entitled to assume that any person accepting delivery of the goods is authorised to do so on your behalf.
25.6 You may pay the amount that is payable for an accepted order using the following payment methods:
  a. RD1 Account;
  b. the following credit cards: i. Visa; ii. MasterCard iii. Debit cards. (Please note, a surcharge may be charged)
25.7 If we are unable to successfully process your credit card payment for your order that is accepted by us, then we may cancel your order.
25.8 If you choose to pay by credit card, you authorise us to debit the amount that is payable for an accepted order from your nominated credit card.
25.9 You must not pay, or attempt to pay, for goods through any fraudulent or unlawful means.
 ; We will provide you with a receipt at time of delivery which specifies the total amount payable for the goods in the order.
  If we have previously agreed that you are a business customer that may obtain goods from us using an RD1 Account, then we will invoice you the amount that is payable for the goods you have ordered when the aggregate amount payable by you for all orders placed using that RD1 Account reaches or exceeds any agreed credit limit (or monthly as specified in clause 2.1a) ("the Contract Price"). You must pay us the Contract Price in accordance with these Terms of Supply.
  We may immediately suspend, terminate or limit your access to and use of the Site and (where relevant) your RD1 Account if you breach these Terms of Supply and:
  a. the breach cannot be remedied; or
  b. you fail to remedy the breach within 10 days of our notice to you of that breach.
  We may stop making the Site (or any part of it) available without prior notice. If so, any orders that we have accepted will not be affected unless the goods that have been ordered are no longer available or we are prevented from supplying the goods, in which case we will notify you and will refund to you all valid payments received by us for those goods.
26. Electronic Acceptance
26.1 We consent to your acceptance and signature being received in electronic form.
26.2 Acceptance of our terms including any updated terms (by any method) does not release any prior personal guarantee or security granted.
26.3 By accepting our terms electronically you warrant that you have authority to accept the terms on behalf of all the account holders which you are given online access to and accept the terms both in your personal capacity and as duly authorised agent for all the entities you are given online access to.
Effective April 2013

 

 


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