RealNZ Purchase Order Terms

Important Notice to Supplier

These Terms and Conditions (Terms) apply to every Purchase Order (PO) issued by RealNZ Limited (company number 2283807), Cardrona Alpine Resort Limited (company number 4462678), Real Journeys Limited (company number 154923) or such other affiliate listed on the PO (each RealNZ), except to the extent that a separate written agreement signed by both RealNZ and the Supplier is already in place and expressly governs the supply of the relevant goods or services (Existing Agreement).  Where an Existing Agreement applies, these Terms do not replace or amend that Existing Agreement.  By accepting a PO, commencing work, supplying any goods or services, or continuing to supply goods or services in connection with a PO (whichever occurs first), the Supplier is deemed to have accepted and agreed to be bound by these Terms.

If the Supplier does not agree to these Terms, the Supplier must notify RealNZ in writing before accepting the PO, commencing work or supplying any goods or services. 

1. Definitions

• Agreement means these Terms together with any PO, quotation, statement of work, or other document expressly incorporated into the PO or otherwise agreed in writing by the parties.
  business days means a day other than a Saturday, Sunday or public holiday in New Zealand.
  Goods means any goods, products, material, merchandise, food, beverages, equipment, or items supplied under the PO.
• PO means a purchase order issued by RealNZ to the Supplier incorporating these Terms. 
• Price means the amount specified in the PO or, if not specified, the Supplier’s quoted price accepted in writing by RealNZ.
• Services means any services, works or deliverables to be supplied under the PO.
• Supplier means the person or entity to whom the PO is addressed.

2. Application and Precedence

1. These Terms apply to all Goods and Services supplied by the Supplier under or in connection with a PO, unless an Existing Agreement applies.
2. Unless expressly agreed by RealNZ in writing, these Terms prevail over and apply to the exclusion of any terms and conditions proposed by the Supplier, including in any quotation, proposal, acknowledgement, invoice or other document.
3. To the extent of any inconsistency between the documents forming part of the Agreement, the following order of precedence applies: a. the face of the PO; b. these Terms; c. any specification or statement of work expressly incorporated into the PO; and d. any quotation or other Supplier document, unless otherwise expressly agreed by RealNZ in writing. 

3. Delivery of Goods 

1. Goods must be delivered to the location specified in the PO by the date(s) specified.  Time is of the essence in respect of delivery dates. 
2. The Supplier must promptly notify RealNZ of any matter likely to materially affect pricing, availability, specifications, delivery timeframes, safety, or compliance of the Goods, and must not materially vary the Goods without RealNZ’s prior written approval.
3. Risk in Goods passes to RealNZ on delivery and acceptance.  Title passes on the earlier of delivery or payment in full. 
4. RealNZ may inspect Goods on delivery and, if they do not comply with the PO or these Terms, may reject them in accordance with clause 7.
5. Delivery charges are included in the Price unless expressly stated otherwise in the PO. 
6. The Supplier must provide packing slips, certificates of conformance and any other documentation reasonably required by RealNZ.  

 4. Performance of Services 

1. The Supplier must perform the Services by the date(s) and at the location(s) specified in the PO or, if no date is specified, within a reasonable time, using reasonable care and skill, and in accordance with all applicable laws, codes of practice and industry standards.
2. The Supplier must promptly notify RealNZ of any matter likely to materially affect pricing, scope, delivery timeframes, safety, or performance of the Services, and must not materially vary the Services without RealNZ’s prior written approval.
3. The Supplier must use appropriately qualified and experienced personnel, and  RealNZ may require the removal of any Supplier personnel whose conduct is unsatisfactory. 
4. The Supplier warrants that it holds all necessary licences, permits, and authority to perform the Services. 
5. The Supplier must not subcontract any material part of the Services without RealNZ's prior written consent. Where approved, subcontractors must be bound by equivalent obligations and the Supplier remains responsible for all subcontractor acts and omissions.
6. The Supplier must immediately notify RealNZ of any actual or potential delay, disruption, safety issue, or incident affecting supply of the Services.

5. Price and Payment

1. The Price is fixed and inclusive of all costs (including packaging, freight and insurance) unless otherwise stated in the PO. 
2. All amounts payable under a PO are exclusive of GST unless stated otherwise. Where a supply under these Terms is a taxable supply for GST purposes, the Supplier must provide a valid tax invoice in accordance with the Goods and Services Tax Act 1985. 
3. All amounts payable under this Agreement are payable in New Zealand dollars unless otherwise specified in the PO. 
4. RealNZ will pay correctly rendered invoices on the 20th day of the month following the invoice date unless otherwise agreed in writing.
5. RealNZ may withhold payment for amounts genuinely disputed in good faith until the dispute is resolved.
6. RealNZ may set off or deduct from any amount payable any amount owed by the Supplier to RealNZ. 
7. The Supplier may charge interest on any undisputed amount overdue by more than 10 business days at a rate not exceeding 2% per annum above the Reserve Bank of New Zealand Official Cash Rate, calculated daily and not compounding.

6. Warranties 

 7. Defects and Remedies

1. Goods: If any Goods are defective, non-conforming, or otherwise in breach of these Terms, RealNZ may (at its option):  a. reject the Goods and return them at the Supplier's cost, in which case RealNZ has no liability to pay for the rejected Goods;  b. require the Supplier to repair or replace the Goods at no additional cost and within a reasonable time specified by RealNZ;  c. procure equivalent goods from a third party and recover the cost from the Supplier; or d. accept the Goods at a reduced price reflecting the non-conformance. 
2. Services: If any Services or deliverables are defective, non-conforming or otherwise supplied in breach of these Terms, RealNZ may (at its option):  a. refuse to accept the affected Services and withhold payment for the non-conforming portion, in which case the Supplier must promptly remedy the non-conformance at no additional cost;  b. require the Supplier to re-perform the affected Services or rectify the non-conformance within a reasonable time specified by RealNZ;  c. procure equivalent services from a third party and recover the cost from the Supplier; or d. accept the affected Services subject to a reasonable reduction in the Price reflecting the non-conformance. 
3. Each party must promptly notify the other of any claim, complaint, or investigation that may materially affect the other party.
4. All remedies under this clause are without prejudice to any other rights or remedies available at law or in equity. 

 8. Intellectual Property 

1. Intellectual property owned by either party before this Agreement remains that party's property.
2. All intellectual property rights in any work, deliverable, design, software, report or other material created by the Supplier under a PO specifically for RealNZ (Deliverables) vests in RealNZ upon creation. To the extent required to give effect to this clause, the Supplier hereby assigns to RealNZ all such rights with full title guarantee.
3. The Supplier grants to RealNZ a perpetual, royalty-free licence to use any pre-existing intellectual property of the Supplier that is incorporated into a Deliverable, to the extent necessary to use the Deliverable.
4. The Supplier indemnifies RealNZ, its affiliates, and their respective directors, officers, employees and contractors against all losses, liabilities, damages, costs and expenses (including reasonable legal costs on a solicitor-client basis) arising out of or in connection with any actual or alleged infringement of a third party intellectual property rights in connection with the supply or use of the Goods and/or Services.

9. Confidentiality

1. Each party must keep confidential all non-public information relating to the other party’s business, operations, customers or affairs that it obtains in connection with this Agreement (Confidential Information). 
2.  Confidential Information does not include information that: a. is or becomes publicly available other than through a breach of this Agreement; b. was lawfully known to the receiving party before disclosure by the other party; c. is lawfully obtained from a third party without restriction; or d. is independently developed without use of the Confidential Information. 
3. Each party may disclose the other party’s Confidential Information: a. to its affiliates and its and their employees, advisers, contractors and subcontractors who need to know the information for the purposes of performing this Agreement and who are subject to equivalent confidentiality obligations; or b. to the extent required by law, a court or regulatory authority.
4. This clause survives termination or expiry of this Agreement.

 10. Privacy 

1. Each party must comply with the Privacy Act 2020 and any other applicable privacy laws in connection with this Agreement.
2. Where the Supplier collects, holds, uses or discloses personal information on behalf of RealNZ, the Supplier must: a. only process that personal information in accordance with RealNZ’s reasonable written instructions; b. implement appropriate technical and organizational measures to protect personal information against unauthorized access, loss or disclosure; c. notify RealNZ as soon as practicable upon becoming aware of any actual or suspected privacy breach involving RealNZ’s personal information; and d. not transfer personal information outside New Zealand without RealNZ’s prior written consent, unless required by law. 

 11. Health and Safety

1. The Supplier must comply with all applicable health and safety laws, regulations, codes of practice, and RealNZ’s reasonable health and safety requirements when providing Goods and/or Services, including the Health and Safety at Work Act 2015.
2. The Supplier must promptly report to RealNZ any incident, near miss, injury, hazard, or notifiable event relating to the provision of the Goods and/or Services.
3. The Supplier must cooperate with RealNZ in relation to health and safety matters and provide all information reasonably requested by RealNZ regarding health and safety compliance. 

 12. Compliance and Ethical Standards

1. The Supplier must hold and maintain all licences, consents, permits and registrations required to supply the Goods and/or Services. 
2. The Supplier warrants that it and its supply chain comply with all applicable employment laws, including the Employment Relations Act 2000, the Minimum Wage Act 1983, and the Wages Protection Act 1983, and that there is no modern slavery, forced labour or human trafficking within its operations or supply chain. 
3. The Supplier must maintain reasonable processes and controls to identify and address modern slavery and labour exploitation risks in its operations and supply chain, and must promptly notify RealNZ if it becomes aware of any actual or suspected breach of clause 12.2. 
4. The Supplier must comply with RealNZ’s Supplier Code of Conduct as notified to the Supplier from time to time.  A copy is available at [URL].  To the extent of any inconsistency between the Supplier Code of Conduct and these Terms, these Terms prevail. 

13. Insurance

1. The Supplier must maintain, during the term of the applicable PO and for a period of 24 months thereafter, insurance that is adequate and appropriate having regard to the nature and value of the Goods and/or Services supplied under the PO, including (where applicable): a. public liability insurance; b. professional indemnity insurance (for Services involving professional advice, design or certification); and [PK1] c. workers' compensation or employers liability insurance as required by law.
2. The Supplier must ensure that coverage levels are sufficient to cover liabilities arising under or in connection with the applicable PO.  RealNZ may request evidence of the Supplier’s insurance cover at any time, and the Supplier must provide certificates of currency within 10 business days of the request.

14. Liability

1. To the maximum extent permitted by law, RealNZ’s liability to the Supplier under or in connection with a PO (whether in contract, tort or otherwise) is limited to the Price payable under the relevant PO. 
2. Neither party is liable to the other for any indirect, consequential or special loss or damage arising under or in connection with this Agreement.
3. Nothing in these Terms limits either party’s liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any liability that cannot be excluded or limited any applicable New Zealand legislation.

15. Termination

1. Either party may terminate this Agreement immediately by written notice if the other party:  a. commits a material breach and fails to remedy it within 14 days of notice;  b. becomes insolvent, enters receivership, liquidation or voluntary administration; or c. ceases or threatens to cease carrying on business.
2. RealNZ may terminate this Agreement immediately by written notice if:  a. the Supplier breaches clause 12.2 or clause 12.3; or b. RealNZ reasonably believes the Supplier or its supply chain has engaged in modern slavery, forced labour, human trafficking or serious breaches of applicable employment laws.
3. RealNZ may terminate this Agreement, in whole or part, for convenience by giving not less than 30 days' written notice to the Supplier. On termination under this clause 15.3, RealNZ must pay for all Goods delivered and accepted before the termination date, and Services properly performed up to the date of termination, less any amounts previously paid. For the avoidance of doubt, the Supplier has no claim for loss of anticipated profits or loss of opportunity arising from termination under this clause. 
4.  Upon written request following termination or expiry of this Agreement, each party must promptly return or securely destroy the other party's Confidential Information, except to the extent that: a. the Confidential Information is stored in routine backup or archival systems; or b. retention is required by law, regulation, court order or the receiving party’s bona fide internal compliance or record retention policies. Any retained Confidential Information remains subject to the confidentiality obligations in the Agreement. 
5. Termination does not affect any accrued rights or liabilities. 

16. Force majeure 

1. Neither party is in breach of this Agreement or liable to the other for failure or delay to perform its obligations to the extent that such failure or delay is caused by a Force Majeure Event, provided that the affected party: (i) promptly notifies the other party in writing of the nature, extent and likely duration of the Force Majeure Event; and (ii) uses all reasonable endeavours to mitigate the effect of the Force Majeure Event and to resume performance as soon as reasonably practicable.
2. Force Majeure Event means any event beyond the reasonable control of the affected party, including natural disaster, earthquake, volcanic activity, extreme weather, epidemic or pandemic, act of God, war, terrorism, civil unrest, or government action or restriction.  For the avoidance of doubt, it does not include: (i) the Supplier’s financial difficulty or inability to fund performance; (ii) increases in the cost of materials or labour; (iii) foreseeable supply chain disruptions; or (iv) any event that the affected party could have avoided by taking reasonable precautions. 
3. During a Force Majeure Event, the affected party’s obligations are suspended, not extinguished, to the extent effected by the event. 
4. If a Force Majeure Event continues for more than 20 business days, either party may terminate the affected PO by written notice without further liability.  

17. Dispute Resolution

1. If a dispute arises out of or in connection with a PO, these Terms or the supply of any Goods or Services, the parties must use reasonable endeavours to resolve the dispute through good faith discussions.
2. If the dispute is not resolved within a reasonable time, either party may refer the dispute to mediation administered by AMINZ or another mediator agreed between the parties before commencing court proceedings. 
3. Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from a court of competent jurisdiction. 

18. General

1. Governing Law: This Agreement is governed by the laws of New Zealand and each party submits to the exclusive jurisdiction of the courts of New Zealand.
2. Entire Agreement: Where no Existing Agreement applies, this Agreement constitutes the entire agreement between the parties and supersedes all prior representations, negotiations, and agreements.
3. Waiver: Failure to exercise or delay in exercising any right under these Terms does not constitute a waiver of that right. 
4. Severability: If any provision is invalid, illegal or unenforceable, the remaining provisions continue in full force and effect.
5. Assignment: The Supplier may not assign its rights or obligations without RealNZ’s prior written consent. RealNZ may assign its rights and obligations under any PO on notice to the Supplier.
6. Notices: Notices under these Terms must be in writing and sent by email or post to the address on the PO or as otherwise notified in writing. Email notices take effect on confirmed receipt.
7. No variation: This Agreement may only be varied by written agreement signed by authorised representatives of both parties. Quotations, invoices, purchase order acknowledgements, forms, email correspondence or other Supplier documents do not vary or override this Agreement unless expressly agreed in writing by RealNZ. 
8. Relationship: The Supplier is an independent contractor.  Nothing in these Terms creates employment, agency, joint venture or partnership relationship.