Standard Terms & Conditions of Trade

  1. Definitions

Customer or you means the person or entity that purchases Goods or services from Us from time to time, including a Distributor;

Credit Account means a credit account with RSF for the supply of its Goods and services;

Credit Account Application means an application by the Customer to RSF for the supply of Goods on credit, in the form required by RSF; 

Damages means all liabilities, expenses, losses, damages and costs (including legal costs on a full indemnity basis) whether incurred by or awarded against a party) including those associated with any third party claim, and whether arising under contract, tort (including negligence) or otherwise;

Distributor means a Customer who is also authorised by RSF to be an authorised RSF distributor of Goods;

Goods means all product supplied by RSF to a Customer for value;

GST means goods and services tax payable in accordance with the Goods and Services Tax Act 1985;

RSF or Us means Roots Shoots & Fruits Limited, a New Zealand registered company number 1152227, NZBN 9429036825974;

PPSA means the Personal Property Securities Act 1999;

PPSR means the New Zealand Personal Property Securities Register;

Privacy Policy means RSF’s privacy policy set out on the Website at https://www.Rd2.co.nz;

Standard Terms means these terms and conditions of trade as may be amended from time to time;

Website means RSF’s website at https://www.Rd2.co.nz;

Website Terms means the terms and conditions of website use as published on the Website;

Working day means any day not being a Saturday or Sunday or statutory holiday in Auckland, New Zealand.

  1. General

(a)            The Customer acknowledges that these Standard Terms, the Website Terms, the Privacy Policy together with any terms in a Credit Account Application (as applicable) and the terms of any Goods and services orders from time to time, form the agreement between the Customer and Us (“Agreement”). 

(b)            The Customer acknowledges and agrees that completing a Credit Account Application Form and/or purchasing Goods or services from RSF amounts to an acceptance of the Agreement.

(c)             By agreeing to the Agreement or any part thereof, you represent that you are at least the age of majority in your country, state or province of residence.

(d)            RSF reserves the right to unilaterally change these Standard Terms (or part thereof) upon ten (10) working days’ written notice to existing Customers and or by publishing the chanted Standard Terms on the Website and any Goods ordered after the expiry of the ten (10) working days’ notice or the publishing of the changed Standard terms on the Website will be deemed acceptance by the Customer of the changed Agreement.

(e)            Failure of RSF to enforce any of the terms of the Agreement shall not be deemed to be a waiver of any of the rights or obligations RSF has under the Agreement.

(f)             If any of these Standard Terms or part thereof or any other document comprising the Agreement are held to be invalid, illegal, unenforceable or void for any reason or reasons, all of the remaining Standard Terms (or part thereof) and any other document comprising the Agreement shall remain in full force and effect.

(g)            To the extent that any provision of these Standard Terms conflicts with any other provision of the Agreement, then in the absence of manifest error, the terms of the other provision of the Agreement will prevail.

(h)            You must provide true, current and complete information in your dealings with us (including when setting up an account) and must promptly update that information as required so that the information remains true, current and complete. 

  1. Prices

(a)            Prices for Goods and services are subject to change without notice. 

(b)            RSF may give up to 20 working days’ notice of an impending price change, in its sole discretion.

  1. Payments

(a)            The Customer shall make payments for all Goods supplied  and services rendered within the terms of the Agreement or as otherwise specified by RSF. The Customer acknowledges that these Standard Terms will enable RSF to exercise all of its rights contained herein including the right to cancel further credit (if applicable) and take legal action for the recovery of all sums outstanding. 

(b)            The Customer acknowledges that payment terms are determined by the quantity of the orders placed with RSF.   Credit payments are due 20th of the following month, unless otherwise is  approved in writing by RSF management.

(c)             Customer account holder credit card details will be stored by RSF at the commencement of the Agreement and will be  utilized by RSF in the case where payment date does not fall within terms specified for that Customer.

(d)            If payments are not made by the due date, any outstanding amount will incur a default interest rate as outlined in clause 5.

(e)            Payments must be made in New Zealand dollars.

  1. Interest

(a)            Should payment remain outstanding beyond RSF terms as outlined in clause 4 above the Customer agrees to pay interest at a rate equal to five percentage (5%) points per calendar month on all amounts outstanding from the due date until the date of payment.

  1. Container Order/s

(a)            Where a whole container of Goods has been ordered the Customer acknowledges and agrees to provide a Letter of Credit to confirm the supply of the order. Details of Letters  of Credit are to be negotiated with management.

(b)            Payment terms and prices for special or container orders may be structured by way of a separate agreement with the management of RSF, but unless otherwise stipulated in those orders, these Standard Terms apply.

(c)             As a guide, container orders must be placed a minimum of 8-10  weeks prior to the Customer’s requirement. A minimum ordering timeframe of 8-10 weeks prior to requirement is RSF’s reasonable estimate of expected delivery in usual circumstances only. In the absence of express written agreement of RSF agreeing to make time of delivery of the essence, the Customer bears the risk of delay in delivery. Please contact RSF for packing details and other relevant information.

  1. Orders

(a)            Orders of Goods will usually be dispatched the same day as the order number is received (for Goods supplied on credit) by RSF or when payment is made in full, if the order is placed (and confirmed) prior to 12.00 midday or otherwise the confirmed order may be dispatched the next morning.

(b)            If Goods ordered are temporarily unavailable, they will be placed on backorder and the Customer will be notified.

(c)             RSF reserves the right, but is not obligated, to limit the sales of its Goods or services to any person, geographic region or jurisdiction. RSF may exercise this right on a case-by-case basis. RSF reserves the right to limit the quantities of any Goods or services that it offers. All descriptions of Goods or Goods pricing are subject to change at any time without notice, at the sole discretion of RSF. RSF reserves the right to discontinue any Good at any time. Any offer for any Good or service made on the Website is void where prohibited.

(d)            RSF reserves the right to refuse any order you place with RSF.

  1. Delivery

(a)            RSF only ships to Customers in New Zealand.

(b)            Goods may be ordered from the Website using the RSF online ordering process, or otherwise in accordance with the Agreement the Customer has with Us.

(c)             Goods shall be delivered to the address specified by the Customer on the order form as the New Zealand address for delivery. 

(d)            All orders should contain a purchase order number and must be received in writing.

(e)            Freight will usually be charged at RSF’s standard rates and shipped by RSF courier or freight company unless the Customer specifies their own carrier, as may be agreed with RSF.

(f)             Sizable orders may be shipped freight free, in RSF’s sole discretion.

  1. Claims and / or returns

(a)            Due to the nature of the Goods, it is RSF’s policy that any Goods comprising organisms are not accepted for return.

(b)            All returns of Goods must submit a return request by mail or email to  RSF for prior approval and must include the following information:

(i)              The product name and quantity;

(ii)            Customer name and address and the date of purchase and purchase order number;

(iii)           The reason for the return.

(c)             All claims and or returns can only be made within 5 working days of the Customer’s receipt of the Goods ordered (and provided that they are in good  condition and unopened packaging).

(d)            RSF will confirm acceptance of the returned Goods by email and provide a credit note to the Customer and address for return.

  1. Default and cancellation

(a)            The Customer or RSF may cancel any order immediately if the other party becomes bankrupt, ceases business, goes into liquidation, is subject to statutory administration or any other form of administration or management by a third party, becomes insolvent, appoints a receiver  or enters into formal proposal for a compromise with creditors under the Companies Act 1993.

  1. Ownership and Security

Where Goods are ordered by the Customer on credit:

(a)            All stock at hand remains the property of RSF until all outstanding amounts have been settled. 

(b)            RSF may  repossess any products that remain in the Customer’s possession to the value of the amount owed, plus the cost  of repossession. RSF may register financing statements under PPSR with respect to all Customers who hold unpaid goods.

(c)             The Customer grants to RSF a specific security interest in the Goods and the proceeds of the Goods and the Customer securing purchase money for or RSF’s ownership of the Goods. The Customer will, if RSF requests, sign any documents (including any new agreements), provide all necessary information or do or allow anything else required by RSF to ensure that RSF’s security interest is a perfected security interest.

(d)            The Customer will not enter into any security agreement that permits any other person to register any security interest in respect of the Goods or the proceeds.

(e)            If the Goods are for the Customer’s business use or still held by the Customer pending any on-sale to its own customers, the Customer agrees, to the extent part 9 of the PPSA applies, that it will have no rights under Part 9 (Enforcement) of the PPSA. For example, but without limitation:

(i)              The Customer will have no rights under sections 114(1)(a) (to receive notice of sale), section 117(1)(c) (relating to distribution of surplus), and section 133 (reinstating the Agreement);

(ii)            The Customer waives its rights under section 116 (to receive statement of account), section 119 (to recover surplus) and sections 120(2) and 121 (to receive notice of  any proposal to retain the goods and object to any proposal). 

(f)             The Customer waives its right under the PPSA to receive a copy of a verification statement or financing change statement. 

(g)            The Customer agrees that where RSF has rights in addition to those in Part 9 of the PPSA, those rights will continue to apply.

For the purpose of this clause the expressions “personal property”, “purchase money security interest”, “security agreement”, “security interest”,  “perfected security interest”, “verification statement” and “financing change statement” have the meanings given to them under, or in the context of the PPSA. 

  1. Intellectual Property

(a)            You acknowledge and agree that RSF have copyright in its Website, designs, logos, names, brands, photographs, digital images, videos and all other writings of RSF in terms of the Copyright Act 1994 and you agree that you shall comply with all terms and conditions relating to its copyright materials as may be posted on the Website or otherwise provided to you from time to time. 

  1. Compliance with NZ Laws and Regulations 

Acknowledgements

(a)            The Customer acknowledges that:

(i)              It is unlawful to cultivate cannabis without an appropriate licence from the New Zealand Medical Cannabis Agency; and 

(ii)            It is an offence in New Zealand to on-sell certain Goods to persons knowing or being wilfully blind or recklessly indifferent to the fact that such persons are cultivating cannabis without an appropriate license from the New Zealand Medicinal Cannabis Agency, or are doing so outside the scope of their license; and

(iii)           Obtaining proof of a Medicinal Cannabis Agency license is the responsibility of the Distributor. 

(b)            The Customer further acknowledges that providing misleading, deceptive, or false information in respect of using Dynomyco or other RSF Goods  for the purpose of cultivating cannabis or any other regulated  substance will constitute an essential breach of the Agreement with RSF entitling RSF to terminate the Agreement with the Customer with immediate effect.

Warranties and Indemnities

(c)             The Customer warrants to RSF that:

(i)              It is purchasing Goods for the purpose of cultivation of legal crops only (for example, the Goods are not being acquired for the purpose of cultivation of cannabis), or 

(ii)            In the event it is purchasing Goods for the ultimate purpose of cultivation of medicinal cannabis, it, or all of its customers hold a current license from the Medicinal Cannabis Agency; and

(iii)           It is not purchasing or utilising the purchased Goods for any unlawful purpose.

(d)            The Customer warrants to RSF that it is compliant with  all New Zealand laws and regulations, including but not limited to the misuse of Drugs Act 1975, including in its on-selling and/or use of Dynomyco, Rootella or any RSF Goods and services (if any).

(e)            The Customer warrants to RSF that it will take all reasonable steps to verify that any persons it on-sells the Goods Rootella, Dynomyco or any other RSF Goods to, for the purposes of cultivating cannabis hold a valid and effective license from the New Zealand Medicinal Cannabis Agency, before approving such purchases. 

(f)             The Customer warrants to RSF that if there are reasonable grounds to suspect that any persons it is on-selling any RSF Goods to (including but not limited to Rootella or Dynomyco) is using such Goods to cultivate cannabis without the appropriate license or is doing so outside the scope of its license, it will promptly report this to RSF and cease on-selling any RSF Goods to such client. 

(g)            The Customer indemnifies RSF against all claims, proceedings, Damages, actions, legal costs, and other liabilities incurred by RSF arising from or otherwise related to the Customer failing to comply with the above clauses 13 (c) to (f) inclusive.

  1. Limitation of Liability and Indemnity

(a)            RSF does not accept liability for any and all losses, expenses, fees, legal costs and/or Damages, claims or judgments incurred or borne in      the course of the distribution and retail of the Goods by the Customer or by its employees    or representatives due to off-label use of Goods and services or in association with the off-label use of any Goods. 

(b)            To the maximum extent permitted by law, RSF does not warrant the Goods except as otherwise specified by RSF  in writing.

(c)             To the maximum extent permitted by law RSF shall not be liable for the effectiveness of any Goods if any Goods are used  in a manner that is not 100% in accordance with the manufacturer’s recommended application criteria or written manufacturer or supplier recommendations.

(d)            The Customer is responsible for ensuring that all persons that the Customer on-sells RSF Goods to have all the necessary written instructions for the accurate application and appropriate use of the Goods, including for warning its clients that while RSF Goods may be mixed with other products where compatible, RSF assumes no responsibility if Customers choose to do so given that such mixing imports factors outside of RSF’s control. RSF Goods should not be mixed with copper or copper containing products, or where copper has been previously applied, unless such use is specifically recommended on the Goods or label. RSF is not responsible for use of the Goods where Goods have been mixed with, or are incompatible with, other products and the Customer’s use of the Goods in conjunction with or subsequent to the use of other products is at the Customer’s own risk.

(e)            The Customer indemnifies RSF for any liability that it may be found to have in relation to the incorrect application of its Goods and services.

(f)             Where the Customer acquires Goods for business use, all guarantees and remedies in the Consumer Guarantees Act 1993 are excluded.

(g)            Except as may be provided for under the Consumer Guarantees Act 1993 (where the Customer acquires RSF Goods for personal use) or any other law that cannot be excluded, where RSF provides any express written warranty in these Standard Terms or is otherwise provided to the Customer in respect of the RSF Goods, RSF provides no other warranty, expressed or implied, including any implied warranty of merchantability or fitness for purpose or otherwise and any warranties expressed or implied by law or statute, in respect of RSF Goods whether in respect of quality, fitness for intended purposes or otherwise, and all such warranties are excluded to the fullest extent (but only to the extent) that applicable law permits exclusion.

(h)            The Customer agrees that the conditions, warranties and guarantees set out in the Contract and Commercial Law Act 2017 or implied by the common law will not apply and are expressly excluded from these Standard Terms.

(i)              In accordance with section 5D of the Fair Trading Act 1986, where the Customer is a business and the services are provided in trade, the Customer agrees that It does not rely on any representations or other conduct by RSF either before or during the provision of the services and that accordingly sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 will not apply.

(j)              In any event the Customer indemnifies RSF for any liability that it may be found  to have in relation to the incorrect application of Goods and services supplied by RSF.

(k)            The maximum liability of RSF under these Standard Terms on any claim is limited to the cost of  the Goods purchased and subject to the claim, only.

15.           Force Majeure

(a)            RSF shall not be liable for any failure    to fulfil, or delay in fulfilling, where such failure or delay is due to circumstances beyond the reasonable control of RSF. Such circumstances shall include but not be limited to acts of God, regulations or acts of governments and agencies, strikes, flood, war, fuel or transportation shortages, strikes, pandemics, epidemics, civil commotion.

  1. Distributor responsibilities

Customers that are Distributors have the following key responsibilities:

Goods

(a)             To establish and maintain public confidence in the high quality and standard of the Goods and services offered by RSF and to provide the general after sales service for ongoing Goods and services user satisfaction. 

(b)            To diligently promote and generate sales of the Goods and RSF services.

Advertising

(c)             All advertising materials for the promotion of the Goods and RSF services must be pre-approved by RSF at the Distributor’s cost unless otherwise agreed in writing by RSF.

Reporting

(d)             The Distributor must supply RSF with either verbal or  written reports from its staff or management to assist with   RSF’s marketing strategies, product forecasts, staff training and advertising as well as relaying informal information which may be passed to the Distributor affecting the RSF Goods range. 

(e)            Early notification, information and assistance to RSF with any issues a  grower may face regarding the RSF Goods range must be  treated with utmost importance and diligence by the Distributor.

Staff Knowledge and Training 

(f)             All Distributor sales representatives must have basic Goods knowledge to be able to represent the  RSF Goods range effectively and accurately.

(g)            All Distributor sales representatives must participate in regular staff training on the Goods, to  keep their knowledge of Goods current and sufficient to be able to represent the  RSF Goods range effectively and accurately.

(h)            At least one staff member of each Distributor store is required to have extended Goods knowledge, including by the  way of attending staff training program(s). 

Minimum Stocking

(i)              All Distributor stores must carry a minimum stock amount in order to facilitate immediate off the shelf sales in the usual course of its business. The appropriate minimum stock amount may be pre-agreed with RSF at the site where its business is located.

(j)              In ordering the Goods the Distributor will consider how to minimize the associated freight cost for all parties (including minimum orders and order consolidation). 

(k)            RSF price schedules may be supplied to the Distributor containing information concerning outers and minimum orders  for freight free delivery.

On-selling

(l)              The Distributor must (and warrants that it will) take all reasonable steps to ensure its Customers that it on-sells Rootella, Dynomyco or any other RSF Goods to, are not using such Goods for the purposes of cultivating cannabis without an appropriate license from the New Zealand Medicinal Cannabis Agency and in accordance with such license.

Trials

(m)          Limited Goods may be supplied free by RSF for approved scientific trials at RSF’s sole discretion. However all protocols set by RSF must be followed and  full reporting forwarded to RSF during and at the completion of such trials, to be signed off by RSF before any information dissemination is undertaken.

Notification

(n)            All notification or communications to RSF must be made to the manager of RSF at:

(i)              Post: Roots, Shoots & Fruits Limited, P.O. Box 72, Waiheke Island, Auckland 1840;

(ii)            Email: rsf@rd2.co.nz;

(iii)           Phone: +64 9 372 9155.

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