Lynn River Limited (NZ COMPANY No; 828735) (“The Seller”)
1.1) Definitions
In these terms and conditions, unless the context otherwise requires:
(a) “Buyer” means the Person or Organisation named in the relevant Sales Invoice,
Instrument of Agreement or Quotation.
(b) “Business Day” means a day other than a weekend or public holiday in the place
which the goods are delivered.
(c) “Consumer” has the meaning given in the Consumer Guarantees Act.
(d) “Consumer Guarantees Act” means the Consumer Guarantees Act 1993 (NZ).
(e) “Consumer Law” means the Sale of Goods Act 1908, the Consumer Guarantees
Act, and the Fair Trading Act 1986, and any other relevant legislation relating to
(f) “Excluded Loss” means:
(i) in the case of loss or damage resulting from a breach of contract (including any
contractual duty of care) loss of revenue; loss of profit; loss or denial of
opportunity; loss of access to markets; loss of goodwill; loss of business
reputation; loss arising from late delivery or failure to deliver goods; loss arising
from any business interruption; increased overhead costs and any indirect,
remote or unforeseeable loss occasioned by that breach, whether or not in the
reasonable contemplation of the Buyer and the Seller at the time of the
Quotation, Instrument of Agreement, Sales Invoice or any delivery of goods as
being a probable result of the relevant breach; and
(ii) in the case of loss or damage arising from any tort (including negligence) which
does not also constitute a breach of contract-indirect, remote or unforeseeable
loss and, in the case of pure economic loss, loss not flowing directly from the
commission of the tort.
(g) “Exclusive Goods” means any goods which are, at the Buyer’s request,
embellished, embroidered, printed, machined, cut-to-size or specifically ordered
for the Buyer.
(h) “GST” means the goods and services tax as imposed by the GST Law together with
any related interest, penalties, fines or other charge.
(i) “GST Amount” means any Payment (or the relevant part of that Payment) multiplied
by the appropriate rate of GST.
(j) “GST Law” means the Goods and Services Tax Act 1985, or, if that Act does not
exist for any reason, means any Act imposing correlating to the imposition or
administration of a goods and services tax in New Zealand and any regulation made
under that Act.
(k) “Instrument of Agreement” means any instrument of agreement in which these
terms and conditions are or are deemed to be incorporated.
(l) “Payment” means any amount payable under or in connection with a Quotation,
Instrument of Agreement or Sales Invoice including any amount payable by way of
indemnity, reimbursement or otherwise (other than a GST Amount) and includes
the provision of any non-monetary consideration.
(m) “Person” includes an individual, the estate of an individual, a body politic, a
corporation, an association (incorporated or unincorporated) and a statutory or
other authority.
(n) “PPSA” means Personal Property Securities Act 1999 (NZ).
(o) “Purchase Price” means the price for the goods set out in the relevant Quotation,
Instrument of Agreement or Sales Invoice.
(p) “Quotation” means the form of quotation (together with any supporting
documentation, including range plans or other proposals) submitted by a Seller to
the Buyer in which these terms and conditions are deemed to be incorporated.
(q) “Sales Invoice” means the sales invoice issued by a Seller to the Buyer in which
these terms and conditions are or are deemed to be incorporated.
(r) “Seller” in relation to any Quotation, Instrument of Agreement or Sales Invoice
Lynn River Limited (trading as Lynn River)
(s) “Tax Invoice” has the meaning given to that term by the GST Law.
(t) “Taxable Supply” has the meaning given to that term by the GST Law.
1.2) Interpretation
(a) Any special conditions specified on a Quotation, Instrument of Agreement or Sales
Invoice shall, to the extent they are inconsistent with these terms and conditions,
take precedence over these terms and conditions.
(b) Words importing the singular shall include the plural (and vice versa).
(c) If any provision of these terms and conditions is invalid and does not go to the
essence of these terms and conditions, these terms and conditions should be read
as if that provision has been severed.
These are the only terms and conditions which are binding upon a Seller with the
exception of those otherwise agreed in writing by the Seller which are imposed by a
statute such as the Consumer Law and which cannot be excluded. Any direction by the
Buyer either verbal or written to procure goods or services from the Seller will be deemed
as acceptance by the Buyer of these terms and conditions, despite any provisions to the
contrary in the direction or any Purchase Order issued by the Buyer.
Payment to the Seller for goods delivered and accepted is due within 30 calendar days
of the end of the month in which the Buyer is invoiced for the goods. If the Buyer fails to
make payment in accordance with this clause, all amounts owing by the Buyer to the Seller
on any account shall immediately become due and payable. Each outstanding amount
shall bear interest of the rate of 10%per annum calculated on a daily basis from the day
it falls due until the day it is paid. The Buyer must pay the Seller (on a full indemnity basis)
any costs (including legal costs) incurred by the Seller in taking steps to recover unpaid
or overdue amounts under these terms and conditions.
The Buyer shall inspect all goods upon delivery and shall within two (2) Business Days of
delivery give notice to the Seller named in the relevant Sales Invoice or of any matter or
thing by which the Buyer alleges that the goods are not in accordance with the Buyer’s
order. Failing such notice, subject to any non-excludable condition implied by law, such
as those in the Consumer Law, the goods shall be deemed to have been delivered to and
accepted by the Buyer.
Return of goods (other than in situations where the Seller is required to accept a return
of goods under the Consumer Law) must be approved by the Seller named in the relevant
Sales Invoice or Instrument of Agreement. These authorized returns must be freight
prepaid and will only be accepted if (unless otherwise agreed with the Seller) they are:
(a) In a saleable condition in their original packaging;
(b) Accompanied by documentation evidencing:
(i) the Buyer’s name, address and account number,
(ii) A return authorisation number and the relevant Sales Invoice number or
Instrument of Agreement number under which the goods were originally
supplied; and
(iii) Reasonable detail regarding the reason for the return of the goods; and
(c) Returned within 14 days of supply.
(a) Unless previously withdrawn, a quotation is valid for 30 days or such other period
as stated in it. A Quotation is not to be construed as an obligation to sell but merely
an invitation to treat and no contractual relationship shall arise from it until the
Buyer’s order has been accepted in writing by the Seller which provided the
(b) No Seller shall be bound by any conditions attaching to the Buyer’s order or
acceptance of a Quotation and, unless such conditions are expressly accepted by
the relevant Seller in writing, the Buyer acknowledges that such conditions are
expressly negative.
(c) Every Quotation is subject to and conditional upon obtaining any necessary import,
export or other licence.
(d) Where, due to the act or request of the Buyer, the initial supply of Goods
commences more than 3 months after the date of acceptance of a Quotation or an
Instrument of agreement, Seller is entitled to submit a revised schedule of prices in
relation to the supply of such Goods. Such schedule of revised prices (Price
Revision Notice) must set out the basis for any price variation as between the initial
Quotation/Instrument of agreement and the Price Revision Notice. Unless the
Buyer provides written notice of its objection to such revised prices within 5
Business Days of receipt of the Price Revision Notice, the Buyer will be taken to
have accepted the amendment to such prices on the terms set out in the Price
Revision Notice. The Buyer is not entitled to unreasonably object to any price
revisions undertaken in accordance with this clause.
7) GST
The parties agree that:
(a) The Purchase Price is inclusive of GST;
(b) All other Payments have been calculated without regard to GST;
(c) if the whole or any part of any Payment is the consideration for a Taxable Supply
(other than for payment of the Purchase Price) for which the payee is liable to GST,
the payer must pay to the payee an additional amount equal to the GST Amount,
either concurrently with that Payment or as otherwise agreed in writing.
(d) Any reference to a cost or expense in these terms and conditions excludes any
amount in respect of GST forming part of the relevant cost or expense when
incurred by the relevant party for which that party can claim an Input Tax Credit;
and the payee will provide to the payer a Tax Invoice.
(a) Goods supplied by a Seller to the Buyer shall be at the Buyer’s risk immediately
upon deliver to the Buyer, into the Buyer’s custody or at the Buyer’s direction
(whichever happens first).The Buyer shall insure the goods from the time of that
delivery at its cost against such risks as it thinks appropriate, shall note the interest
of the Seller named in the relevant Sales Invoice or Instrument of Agreement on the
insurance policy and shall produce a certificate of currency to this effect to that
Seller upon request.
(b) Property in the goods supplied by a Seller to the Buyer under these terms and
conditions shall not pass to the Buyer until those goods and other goods have been
paid for in full.
(c) Until the goods have been paid for in full:
(i) The Buyer shall store the goods in a manner which shows clearly that they are
the property of the Seller which supplied them; and
(ii) The Buyer may sell the goods, in the ordinary course of its business, as agent for
the Seller and shall account to the Seller for the proceeds of sale (including any
proceeds from insurance claims). These proceeds must be kept in a separate
bank account.
(d) The Buyer irrevocably authorises each Seller at any time to enter onto any premises
upon which:
(i) The Seller’s goods are stored to enable the Seller to:–inspect the goods;
and/or–if the Buyer has breached these terms and conditions, reclaim the goods;
(ii) The Buyer’s records pertaining to the goods are held to inspect and copy such
(e) The Buyer and each Seller agree that the provisions of this clause apply
notwithstanding any arrangement under which that Seller grants credit to the
(f) Each party consents to the other perfecting any security interest under these terms
and conditions which arises by operation of the PPSA in any property by registration
under the PPSA and agrees to do anything reasonably requested by the other party
to enable it to do so.
(g) The Buyer agrees that nothing in sections 114 (1) (a), 117 (1) (c), 133 and134 of the
PPSA will apply to these terms and conditions or any transactions undertaken here
under. The Buyer further agrees that its rights as debt or in sections 116, 119, 120
(2), 121,125, 126, 127, 129,131 and 132 of the PPSA will not apply. The Buyer waives
the right to receive a copy of the verification statement confirming registration of a
financing statement or financing change statement relating to any security interest
under these terms and conditions.
The Seller reserves the right to suspend or discontinue the supply of goods to the Buyer
on reasonable grounds without being obliged to give any reason for its action.
From time to time, the Seller may decide (in its absolute discretion) to cease stocking
particular goods (Discontinued Goods). Where the Seller knows that Discontinued Goods
are currently the subject of an order, Instrument of Agreement or Quotation with the
Buyer, the Seller will:
(a) Provide reasonable notice to the Buyer of its decision to cease stocking
Discontinued Goods;
(b) Use reasonable endeavours to ensure that quantities of Discontinued Goods that
are the subject of an order at the date of giving notice under paragraph (a) will be
supplied to the Buyer in accordance with that order;
(c) Offer to supply the Buyer with any similar goods to the Discontinued Goods that
the Buyer has continued to stock (the price and terms of such supply to be agreed
between the parties),
The Seller reserves the right to make part deliveries of any order, and each part delivery
shall constitute a separate sale of goods upon these terms and conditions. A part delivery
of an order shall not invalidate the balance of an order.
The Seller will hold open backorders in respect of any goods ordered by the Buyer. If the
Buyer orders goods that the Seller does not have in stock at or after the time the order is
placed, then the Seller will contact the Buyer who may, at its election:
(a) Accept delivery of the ordered goods at any later date after which the Seller has
been able to source the goods ordered;
(b) Select an alternative product (chosen by the Seller) to be supplied in place of the
goods ordered at the lower of the price of the goods ordered and the alternative
goods; or
(c) Be refunded the amount of the goods ordered that are not in stock. The Seller
reserves the right to limit the sale of goods to reasonable commercial quantities
typically sought by a small-to-medium sized organisation.
A Seller’s Quotation or Sale Invoice is made on a supply only basis. Any training in the
use of the goods or other fitting services (if any) is at the expense of the Buyer unless
otherwise specified in writing by the Seller.
(a) To the extent permitted by statute, any performance data provided by the Seller, a
supplier or manufacturer is an estimate only and should be construed accordingly.
(b) Unless agreed to the contrary in writing, each Seller reserves the right to supply an
alternative brand or substitute product that has characteristics that are materially
consistent with the goods offered when necessary.
(c) Buyer must not, without Seller’s written consent, alter, remove or obliterate any
labels which are attach to or incorporated in the goods.
(a) Upon acceptance of an order, the Seller may seek confirmation of the period of
shipment or delivery. If any variation has occurred in the quoted period, that Seller
will notify the Buyer.
(b) A delivery charge may apply to deliveries with the exception of back order
deliveries which are part of an original order that has been partly fulfilled.
(c) Delay or default in delivery does not entitle the Buyer to cancel any order.
(d) The buyer should generally receive their order within 5 working days if delivered to
an New Zealand address and within 21 working days if delivered to an address
outside on New Zealand’
The Seller reserves the right to:
(a) Add a delivery charge where the value of the goods ordered in by the Buyer is less
than the Seller’s minimum supply value; or
(b) (With the consent of the Buyer) increase the aggregate price payable for the goods
ordered by the Buyer such that the price is at least equal to the Seller’s minimum
supply value.
Whilst it is the intention of the Seller to hold pricing constant, the Seller reserves the right
to revise pricing where:
(a) Goods are imported or have import content and an exchange rate variation occurs,
an increase in import duty occurs or another similar charge is introduced or
(b) Any legislation, regulation or governmental policy is introduced with the effect of
increasing the Seller’s input costs; and/or
(c) The price of commodities used in the production of the goods increases in a
manner that causes an increase in the Seller’s input costs.
If the performance or observance of any obligations of any Seller is prevented, restricted
or affected by reason of a force majeure event including strike, lock out, industrial
dispute, raw material shortage, breakdown of plant, transport or equipment or any other
cause beyond the reasonable control of the Seller, the Seller may, in its absolute
discretion give prompt notice of that cause to the Buyer. On delivery of that notice the
Seller is excused from such performance or observance to the extent of the relevant
prevention, restriction or effect.
If these terms and conditions are not strictly observed by the Buyer, the Seller may in its
absolute discretion, refuse to supply to the Buyer and the Seller shall not be liable to the
Buyer for any loss or damage the Buyer may sustain as a result of such refusal. The costs
of collection of any amounts outstanding under any Sales Invoice (together with the fees
of any mercantile agent or lawyer engaged by the Seller)following such refusal to supply
become due and payable by the Buyer immediately upon notice of such refusal to supply
being provided to the Buyer by the Seller.
Unless otherwise agreed in writing, the Buyer shall have no right to cancel an order which
has been accepted by a Seller. If a right of cancellation is expressly reserved to the Buyer,
such right of cancellation must be exercised by notice in writing from the Buyer to the
Seller with which the order has been placed not later than 7days prior to the estimated
date of shipment by the manufacturer or that Seller as the case may be. Unless otherwise
agreed between the Buyer and Seller, upon cancellation prior to shipment any deposit
paid by the Buyer shall be forfeited to the manufacturer or Seller (as the case may be).
Despite the cancellation of any order for any reason, the Buyer must still purchase from
the Seller any goods ordered by the Buyer which constitute Exclusive Goods (whether in
store, in transit or being manufactured) which were procured or ordered by the Seller
before such cancellation, unless otherwise agreed in writing by the Seller.
(a) Buyer shall immediately notify the Seller in writing of any defect in the goods
supplied by the Seller. The Buyer shall not carry out any remedial work to allegedly
defective goods without first obtaining the written consent of that Seller to do so.
The provisions of this clause 20(a) do not constitute a warranty in relation to the
quality or fitness of the goods, or require the Seller to repair or replace goods, or
offer a refund in relation to goods, in circumstances other those set out in
Consumer Law (to the extent that the Consumer Law applies to the goods).
(b) Except as expressly set out in this Agreement and the Consumer Law, the Seller
makes no warranties or other representations under this Agreement. The Seller’s
Liability in respect of these warranties, representations, undertakings and
guarantees is limited to the fullest extent permitted by law.
(c) Without limiting clause 20(b), where the Seller sells goods to the Buyer, and the
Buyer purchases them as a Consumer (as defined under the Consumer Law), then
the Consumer Law provides certain guarantees in relation to the goods. The rights
of the Buyer buying goods as a Consumer include those set out in clause 20(d)
(d) Where goods are supplied to Consumers under these terms and conditions that
supply is subject to guarantees that cannot be excluded under the Consumer Law.
In these circumstances, the Buyer is entitled to a replacement or refund for a major
failure and for compensation for any other reasonably foreseeable loss or damage.
The Buyer is also entitled to have the goods repaired or replaced if the goods fail
to be of acceptable quality and the failure does not amount to a major failure.
(e) Where the Buyer is acquiring, or holds itself out as acquiring, goods for the
purposes of a business in accordance with the Consumer Guarantees Act, the Buyer
acknowledges the Consumer Guarantees Act will not apply to the supply of goods
under these terms and conditions and the Buyer will not assert any rights or claims
against the Seller under the provisions of the Consumer Guarantees Act. The Buyer
acknowledges that this paragraph (e) is fair and reasonable.
(f) To the extent permitted by law and subject always to paragraph (d), the liability, if
of the Seller arising from (i) breach of any implied conditions or warranties,(ii)failure
to comply with a statutory guarantee under the Consumer Law, or (iii) otherwise in
connection with these terms and conditions (including, in negligence or any other
tort or otherwise howsoever), shall at the Seller’s option be limited to:
(i) The replacement of the goods or resupply of the goods by the Seller, or the cost
of replacement or resupply of the goods; or
(ii) The repair of the goods, or the cost of repair of the goods.
(g) Subject to clause 20(c) and otherwise to the extent permitted by law, the Seller shall
not in any circumstances be liable to the Buyer under or in connection with these
terms and conditions, or in negligence or any other tort or otherwise howsoever, as
a result of any act or omission in the course of or in connection with the performance
of these terms and conditions, for or in respect of any Excluded Loss.
(h) Nothing in these terms and conditions is intended to have the effect of
contracting out of the provisions of the Consumer Guarantees Act 1993 except to
the extent permitted by that Act, and these terms and conditions are to be
modified to the extent necessary to give effect to that intention.
Where the Seller supplies Exclusive Goods for the Buyer:
(a) The parties agree that the Seller may hold an inventory of stock in respect of
Exclusive Goods, based on the Seller’s good faith forecast of the Buyer’s future
Exclusive Good purchasing levels.
(b) If:
(i) The Buyer discontinues or ceases to purchase a particular Exclusive Good; or
(ii) The Goods supply arrangement to which these terms and conditions are to apply
to ceases, expires or is otherwise terminated; the Buyer must purchase all
Exclusive Goods (together with any works in progress held exclusively or
predominantly for the purpose of manufacturing Exclusive Goods) from the
Seller upon demand.
(c) If Exclusive Goods are required to be purchased by the Buyer as a result of this
clause 21, the Seller must prepare and submit to the Buyer a Sales Invoice detailing
the current holding of Exclusive Goods to be purchased by the Buyer.
(d) The price payable by the Buyer for the Exclusive Goods (other than works in
progress) under the Sales Invoice must be no more than the maximum price per
Good previously charged to the Buyer under the relevant Instrument of Agreement
the Instrument of Agreement or any previous Quotation or Sales Invoice. The price
payable in respect of all works in progress comprising Exclusive Goods will be cost
to the Seller plus 10%.
(e) Payment for Exclusive Goods will be in accordance with clause 3 of these terms and
(a) Nothing in these terms and conditions creates any right, title or interest in any
intellectual property right (including trademark, copyright, patent or registered
design) (Intellectual Property) in favour of the Buyer with respect to any good
supplied under these terms and conditions.
(b) Unless the parties otherwise agree in writing, the ownership of all Intellectual
Property supplied or created by the Seller in connection with or as a result of the
performance of these terms and conditions will vest in the Seller.
(c) The Buyer indemnifies the Seller from and against all losses, claims, liabilities,
demands and expenses (Claims) arising from or relating to the use or infringement
any third party’s Intellectual Property to the extent that such Claim relates to or is
in connection with any Intellectual Property provided to the Seller by the Buyer in
connection with these terms and conditions.
A Seller may, at any time and from time to time, alter these terms and conditions. Any
variation to these standard terms and conditions will not apply to any contract for a
specified term that incorporates a version of these standard terms and conditions
released prior to the variations.
To the fullest extent permitted by law, the United Nations Convention on Contracts for
the International Sale of Goods (Vienna 1980) known as the Vienna Sales Convention does
not apply to the contract comprised by these terms and conditions nor do any of the
terms and conditions express or implied by the Vienna Sales Convention form part of the
These terms and conditions and any contract including them shall be governed by and
construed in accordance with the laws New Zealand and the Seller and the Buyer submit
to the non-exclusive jurisdiction of the Courts of New Zealand.
(a) Where, in order to supply or collect Goods or render the Services, Seller or its
carrier enters the Buyer’s premises, Buyer shall provide full and safe access to Seller
or its carrier and shall be liable for and indemnify Seller against all losses, damage
to property and injury to, or death of, persons, occurring directly or indirectly as a
result of the failure by the Buyer to provide full and safe access.
(b) Buyer is responsible for providing adequate labour and/or materials and handling
equipment for the loading and unloading of Goods at its premises.
In addition to clause 5 of the Standard Terms, and subject to any non-excludable rights
under applicable legislation, Goods will not be accepted by Seller as suitable for credit
unless Buyer:
(a) Supplies the invoice number and date;
(b) Returns the Goods in their original unmarked condition and in the same
undamaged packing material and with all the documentation such as instruction
sheets; and
(c) Pays all transportation costs applicable to the return of the Goods (including any
additional handling fee charged by Lynn River Limited). Seller may require Buyer to
pay a replacement fee (as reasonably determined by Seller) in respect of Goods not
accepted by Seller as suitable for return, or which are otherwise not returned due
to being lost.
Where Buyer elects to return Goods to Seller, Buyer must ensure that the Goods are
returned in a safe condition (complying with all relevant legislation) as regards the risk to
persons handling them and to persons in the vicinity and as regards the risk of damage
to the Goods themselves.
Other than in situations where the Seller is required to provide a refund under the
Consumer Law, no refunds or credit will be given where Goods have been altered,
damaged or lost while in Buyer’s custody.
To the extent permitted by statute, the liability, if any, of Seller arising from the breach of
any implied conditions or warranties, or failure to comply with a statutory guarantee under
the Australian Consumer Law, in relation to the supply of goods other than goods of a
kind ordinarily acquired for personal, domestic or household use or consumption, shall
at Seller’s option be limited to:
In the case of Goods:
(i) The replacement of the faulty Goods or the supply of equivalent goods;
(ii) The repair of the Goods;
(iii) The reimbursement of the cost of the repair of the Goods; and
(iv) The payment of the cost for the repair of the Goods; and
In the case of Services:
(i) There-supply of the Services; or
(ii) The reimbursement of the cost of having the Services supplied again.
(a) Seller may immediately terminate the supply of Goods or Services by notice in
writing to Buyer if:
a. Any payment owed by Buyer is outstanding for more than seven (7) days after
the due date;
b. Buyer breaches any of the Standard Terms or these Additional Terms; or
c. Buyer is or becomes Insolvent.
(a) By creating an account on the website via the ‘Registration’ page, you agree to be
bound by the following terms and conditions (“Terms”). In these Terms, references
to “we”, “us” and/or “our” are references to Lynn River Limited.
(b) By providing your email address and submitting the form via the registration page,
you consent to receive email communications from Lynn River Limited, including
any relation to any special offers, discounts, promotions, products and/or services
offered by Lynn River Limited.
(c) By providing your email address and submitting via the registration page, you
confirm you are the authorised owner/user of the email address submitted.
(d) Lynn River Limited collects and holds personal information in accordance with its
obligations under the Privacy Act 1993. Your personal information is collected so
that we can provide you with the benefits of receiving special offers, discounts and
promotions on our products and services. Failure to provide requested personal
information may result in us not being able to provide such benefits to you.
(e) You agree that your personal information may be shared with our employees,
contractors, agents, companies working on our behalf, selected business partners
and other related companies in our group, but, except as required by law,
information identifying an individual will never be passed on to a third party for
their own use. Lynn River Limited may disclose this information to third parties if it
is required to do so by law.
(f) You can opt into or out of receiving promotional materials at any time by contacting
our Customer Care Team. You have the right to access and correct personal
information, and can do this by calling 0800 104 568. Your information will be held
by us at 162 Talbot Street, Geraldine 7930. You can also opt out of email
communications by following the unsubscribe link in the relevant email.

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