Terms of Trade

1 General

1.1 All products and services provided to you by Ravensdown Limited or another member of the Ravensdown group (Ravensdown or we, us, our) are supplied on these terms of trade unless we agree different terms with you in writing. By requesting the supply of products or services from Ravensdown, you agree to be bound by these terms.

1.2 If you are a company and your directors have previously guaranteed your obligations to Ravensdown in relation to products and services supplied by Ravensdown, the guarantee will continue in full force and effect, even if these terms have been updated since the time the guarantee was given.

2 Supply of Products and Services

2.1 Ravensdown will use reasonable skill, care and effort to supply quality products and services to you in a timely and efficient manner.

2.2 You are responsible for assessing whether the products or services offered by Ravensdown are suitable for your farming or other purposes. Ravensdown publishes generic product guidelines for many of its products which may assist you in this regard.

3 Product Orders

3.1 You can order our products using the Ravensdown customer centre, our website or Hawkeye.

3.2 Placing an order with us is an indication of your intention to buy product from us and helps us plan our store stock supplies. For example, we may not have the product you want in stock at the store which you want to collect it from and will need time to arrange this. Your order will only be accepted and invoiced by us when we despatch the product to you or your nominated carrier.

3.3 Special mixes, however, add complexity and time to the order and despatch process. When your order requires us to mix or bag a special blend of products for you in one of our despatch facilities, your order will be accepted and invoiced by us when we mix the product for you. As this process takes time, you may need to wait until your special blend is ready for collection.

3.4 All product orders except special mixes may be cancelled by written notice to us, but you may be required to pay for redelivery or other costs which are incurred as a result of the cancellation. Because we generally cannot use a special mix for another customer, or return it back into our general stock, you may not cancel any order for a special mix. If you do not collect a special mix from us, we will arrange for it to be delivered to you.

3.5 From time to time there may be a shortage in the availability of our products compared to demand for those products (e.g. because of supply chain issues beyond our control). In that case we may allocate products to customers on a basis we determine to be reasonable and that best meets the overall needs of the co-operative. In doing this we will have regard to factors we consider appropriate, including potentially prioritising allocation in accordance with customers’ recent transaction history with us.

4 Services

4.1 Most agronomy, nutrient, testing and environmental services, including any Farm Environment Plans, which are arranged or provided by any Ravensdown agri-manager or other Ravensdown personnel (services) will be provided in accordance with these terms. However, for some services you may need to enter into a separate contract with Ravensdown.

4.2 You authorise Ravensdown to disclose information relating to the services to nominated third parties where that is necessary for the purpose of preparing or providing the services.

4.3 All orders for services are accepted by Ravensdown when you make the request for the service to us (whether directly or through your agri-manager) or when you sign a separate form or contract with us which incorporates these terms. Where testing services are required from ARL, your order for the services will be accepted when you deliver the sample to us (whether directly or through your agri-manager) or when you sign a separate form or contract with us which incorporates these terms.

5 Delivery and risk

5.1 You will become responsible for the care of all products ordered by you when they are despatched to you from one of our despatch facilities or to a carrier nominated by or acceptable to you. When Ravensdown delivers product directly to you, you will be responsible for the care of that product from the point of delivery to your nominated address.

5.2 The risk of damage to or loss of your product will pass from us to you at the time and point you become responsible for those products under clause 5.1.

5.3 As soon as practical after you become responsible for your products (but in any event no later than 7 days following their delivery to you), you will need to inspect the products and notify us of any damage to or defect you find in the products. If you notify us of damage or a defect we will then contact you to arrange for inspection of the product and/or return of the product to us.

5.4 If you change your mind about any product which has been delivered to you, please contact us and we can discuss whether it can be returned to Ravensdown. We may charge you a fee for the delivery, return and/or handling costs where there is no material damage or defect in the product you have returned. Just as you cannot cancel a special mix, a special mix cannot be returned to us where you change your mind.

5.5 Legal ownership/title to all product supplied to you by Ravensdown will not pass from us to you until we have received full payment of all monies you owe to us for the products. Where practical you must hold all products which have not been paid for as Ravensdown’s bailee and in a way that our products can be separately identified from all other products held by you.

6 Price

6.1 Unless otherwise agreed with Ravensdown in writing, the price for all products will be calculated by reference to the list price for that product at the time we despatch the product to you, or for special mixes, when we mix the product for you. Prices are available at www.ravensdown.co.nz or by calling our Customer Centre on 0800 100 123.

6.2 The price for all services will be advised to you by Ravensdown or as set out in the separate contract for the services issued by Ravensdown which incorporates these terms.

6.3 Any estimate provided to you by Ravensdown is an estimate only. The actual price for any product or services may vary from the estimate and will be as set out in the invoice you receive from Ravensdown for that product or service.

6.4 All prices for products and services set out in Ravensdown’s pricelist or by written agreement with you exclude GST and other applicable charges/fees or disbursements as set out in the pricelist. These additional fees will be as listed on www.ravensdown.co.nz. These are payable by you at the same time as the price for the products and services.

6.5 A 1.5% discount is available to direct customers who pay by direct debit.

6.6 Purchases of a small quantity of products may be subject to a premium.

7 Payment

7.1 Where you have an approved credit facility with Ravensdown, payment for all products and services is due on the 20th day of the month following the date of Ravensdown’s monthly statement or separate invoice (or the next business day if the 20th of the month is not a business day), unless other payment terms have been arranged with Ravensdown.

7.2 Where you do not have an approved credit facility with Ravensdown you must arrange for prepayment of all products or services with us before they are despatched or provided unless other payment terms have been arranged with us.

7.3 If you are late with your payment or you don’t pay us in full (including where we reasonably anticipate this might happen), Ravensdown may take all or any of the following steps (in addition to our other rights or remedies at law).

• (a) Ravensdown may suspend or terminate any credit facility we have made available to you. Where this occurs all amounts owing by you to Ravensdown will become immediately due and payable, and Ravensdown may issue a demand to you for these amounts. From the time your credit facility is suspended or terminated, any further purchases of Ravensdown products or services by you will need prior approval by Ravensdown at its sole discretion, and if approved must be made by way of prepayment before the products are despatched unless otherwise agreed with Ravensdown.
• (b) Ravensdown may recover from you all costs incurred by us arising from your breach of our payment terms (including legal costs on a solicitor and own client basis and costs of recovering unpaid amounts).
• (c) Ravensdown may charge a default fee to you at a rate equal to 1.75% per month on any monies outstanding, both before and after judgment, from the due date until the date of payment. Interest will be payable on demand.

8 Warranties and liability

8.1 Except for any written warranties given by Ravensdown to you (whether on our website or otherwise in writing), all warranties and representations (including those expressed or implied by law) in respect of products and services provided by Ravensdown are excluded to the extent permitted by law.

8.2 Where we are responsible for any breach of warranty, breach of these terms or for defective products or services we will (at our option):

• (a) replace the defective products;
• (b) re-perform the defective services; or
• (c) refund the price for the defective products or services paid by you,

to the extent permitted by law.

In the case of (a) or (b) we will use reasonable endeavours to do this as soon as practicable but we will not be responsible to you for any delay in doing so. Our legal liability to you will be limited to our cost of effecting our obligations to you under this clause 8.2, irrespective of any other clause in these terms.

8.3 Notwithstanding any other clause in these terms, in no event will Ravensdown be liable, whether in contract, tort including negligence or otherwise:

• (a) for any delay or non-performance in supplying any products or services to you, including where there are delays in cartage or due to any other event or circumstance beyond our reasonable control;
• (b) where you have altered or modified any products, mis-applied any products or subjected any products to any unusual or non-recommended use, service or handling;
• (c) where any products are not transported, stored, handled or used in accordance with any directions given by Ravensdown to you;
• (d) where the terms of any written warranty have not been complied with;
• (e) for loss or damage caused by any factors beyond our reasonable control; or
• (f) for any loss of profit or revenue, or for any special, indirect, incidental or consequential damage, loss or injury of any kind suffered or incurred by you.

8.4 Ravensdown’s products and services are generally supplied to customers for trade purposes. Ravensdown and you agree that if the supply of products and/or services under these terms are for commercial or business purposes (trade) then, having regard to all relevant circumstances of these transactions, it is fair and reasonable that the Consumer Guarantees Act 1993 does not apply to these transactions to the extent permitted by law.

9 Lien/security interest

9.1 You agree to grant Ravensdown a first and paramount lien on all your Ravensdown shares (whether held in your sole name or jointly) for all amounts owing by you to Ravensdown in respect of products and services supplied by Ravensdown. This lien extends to all distributions, rebates and other amounts payable to you in relation to your Ravensdown shares, and all proceeds from the sale or other disposal of your Ravensdown shares. Ravensdown may enforce its lien in accordance with the procedure set out in Ravensdown’s constitution for the enforcement of liens.

9.2 By virtue of the retention of title held by Ravensdown under clause 5.5 Ravensdown holds a security interest in all products supplied by Ravensdown to you, for the purposes of the Personal Property Securities Act 1999 (PPSA).

9.3 You agree (to the maximum extent permitted by law) with Ravensdown:

• (a) to provide all information and provide such assistance necessary to allow Ravensdown to register, maintain and enforce its security interest;
• (b) to waive your right to receive a verification statement in respect of any financing statement or financing change statement relating to Ravensdown’s security interest;
• (c) to contract out of your rights under the sections referred to in section 107(2)(a) and (c) to (i) of the PPSA; and
• (d) that nothing in sections 114(1)(a), 133 and 134 of the PPSA applies to these terms, and accordingly to contract out of these sections.

9.4 Ravensdown’s security interest continues in any products into which those products are incorporated, and in any proceeds arising from the sale of the products.

9.5 Ravensdown may enter any premises occupied by you or on which products are situated at any time after a breach of the payment terms set out in clause 7 by you occurs (or before any such event if Ravensdown believes it is likely to occur) to remove and repossess any products and any other property in which products are incorporated. To the extent permitted by law, Ravensdown will not be liable for, and you indemnify Ravensdown against, any damage or loss you or any third party incurs as a result of Ravensdown’s actions under this clause.

10 Miscellaneous

10.1 Conduct and Safety: We agree to treat each other with courtesy and respect in all our dealings with each other. When we enter each other’s premises (eg your farm or our store) we will each comply with all instructions, policies, guidelines or similar which we have in place for those premises from time to time, and the reasonable expectations for conduct which we make known to each other.

10.2 Communication: We are committed to a sustainable future and so, in order to reduce paper waste, we will send all your communications from Ravensdown by email unless other arrangements have been agreed with us via the Customer Centre.

10.3 Information/privacy: You authorise Ravensdown to collect, use and disclose information about you for determining your creditworthiness, debt collection purposes or for any other purpose related to these terms. Your personal information will be collected, used and disclosed in line with the law and Ravensdown’s privacy policy which applies at the time. The privacy policy is available at www.ravensdown.co.nz/privacy-policy. You have a right of access and may request correction of personal information held by Ravensdown about you in accordance with the Privacy Act 2020. To ensure your personal information is always up to date you must contact the Customer Centre if you change any of your details, like your phone number, email address, physical address or bank account.

10.4 Suppliers: Where you are a “supplier” for the purposes of the Consumer Guarantees Act 1993, you will not make or allow to be made any statements or representations as to the quality, fitness for purpose or description of any products, other than those made by Ravensdown. You indemnify Ravensdown against any damage or loss Ravensdown incurs as a result of any breach of this clause by you.

10.5 Entire agreement: These terms, together with Ravensdown’s invoice, form the entire agreement between you and Ravensdown for the supply of the relevant products or services, and replace any earlier correspondence, discussions and agreements on the supply of the products or services (either oral or written) and any documents provided by you.

10.6 Terms: Ravensdown may vary these terms from time to time. Any varied terms will be available on Ravensdown’s website at www.ravensdown.co.nz/terms-of-trade and will apply to the provision of all products and services you order after the date on which the varied terms take effect.

10.7 Waiver: Any waiver of these terms will not be effective except to the extent agreed in writing between us.

10.8 Benefit: These terms do not confer any benefit on, and are not enforceable by, any person other than Ravensdown and you. You may not assign or subcontract all or any of your rights or obligations under these terms without our prior written consent. These terms will be binding on your successors and permitted assigns.

10.9 Severability: If any provision in these terms is held by any court or administrative body of competent jurisdiction to be illegal, void or unenforceable, that provision will be amended to the extent necessary to make it legal, valid and enforceable without altering its meaning or intent. If that is not possible, that provision will be severed from these terms and the enforceability of the remaining provisions will not be affected.

10.10 Governing law: These terms will be governed by the laws of New Zealand, and you and Ravensdown agree to submit to the non-exclusive jurisdiction of the Courts of New Zealand.