You have asked for, and we have agreed to provide, warehouse services from New Zealand Post Limited (“Services”). These Service Terms, and the current version of our General Terms, together form the agreement with you to provide the Services. Please read both sets of terms carefully. The current version of the Service Terms applies whenever you use the Services. If the Service Terms are not consistent with the General Terms, the Service Terms have precedence for these Services.
By starting to use the Services, you are deemed to have accepted the General Terms and these Service Terms. No amendments proposed by you apply, unless different terms are specifically agreed with you in writing by one of our General Managers.
1. Defined terms
In this Agreement, terms have the meanings set out in the Service Schedule or as follows:
Business Day means any day other than a Saturday, Sunday or public holiday recognised in the Warehouse’s location.
Delivery Provider means the provider who will deliver or uplift the Products to or from the Warehouse and deliver the Products, as specified in the Service Schedule, as amended in accordance with clause 6.
Dispatch means dispatch of the Product to the Delivery Provider, and Dispatched has a corresponding meaning.
Implementation Team means the team comprising representatives from both Parties, established under clause 2.1(a).
Order means a dispatch advice, given to us by you or on your behalf, by electronic means requiring the pick, pack and Dispatch of Products.
Product means those products listed by you for storage with us under this Agreement, as updated by you from time to time by notice to us.
Services means the Warehouse Services, and any additional services agreed by the parties in accordance with clause 2.5.
Stocktake Period means the period specified in the Service Schedule, being the amount of time to elapse between each stocktake.
Warehouse Management System or WMS means the system we use to manage the Warehouse and provide the Services.
2. Provision of Services
- We will establish an Implementation Team to work with you to plan and coordinate your transition from your current location, including agreeing the actions each of us must take to effect an orderly transition from your current location and service provider to enable the Services to be provided in accordance with this Agreement.
- You will bear the costs of transition of Products from your existing location and service provider to us and will pay for all Services provided by us after the Start Date.
- The implementation time frame will be negotiated prior to your Start Date.
2.2 Our Obligations: We will use all reasonable endeavours to meet the requirements of the Service Schedule as to Services and Service Levels, including:
- Not take or Dispatch any Products from the Warehouse without your prior authorisation and documentation (as agreed with you). Details of those authorised to provide instructions and any addition to or change to such authorisations must be confirmed in writing by you;
- ensure that appropriate security reference checks are completed and passed by all staff, including part-time and casual staff working with Products; and
- ensure that all your property including Products and (all forms of) data that are stored or held are reasonably secure from theft and damage.
2.3 Your obligations: You must not give us any Product or other item that:
- is inadequately packaged, or contains anything that is capable, as packed, of causing injury or damage to property, or is illegal, explosive, dangerous or destructive; or
- contains anything dangerous, perishable or fragile (unless we have been duly informed and have agreed in writing in advance to accept such item).
2.4 Minimum Term: If a Minimum Term is stated in the Service Schedule, you agree to receive and pay for the Services for the Minimum Term, due to our investment and effort to establish the Services. The only exceptions are if:
- we materially breach this Agreement, and you terminate under clause 11; or
- we materially change the price or terms of the Services, you do not agree with the change and terminate under clause 3.2 or clause 24 of the General Terms; or
- you agree to pay a proportionate amount (the amount of the Minimum Term still to run, divided by the total Minimum Term) of the initial establishment costs, plus all our reasonable costs for the transition of the Services to another supplier, and you give us at least 30 days’ notice of termination.
2.5 Additional Services: Any additional services we agree to in writing will be deemed to form part of the Services provided under this Agreement and the performance of those Services will be governed, as applicable, by this Agreement.
3. Rates, Payment
3.1 Rates: As well as the rates plus GST for the Services, you must pay us any customs tax, export or brokerage charges, import tax, and other taxes, duties and imposts imposed on the Products ("tax") as applicable. You must reimburse us for any tax we pay on your behalf. We will provide reasonable written evidence of tax payments.
3.2 Review of Rates:
- Subject to subclause (b) below, we may review the rates no more than annually.
- If a significant variation in space or other requirements for providing the Services occurs or is requested, we may review and amend the Rates to reflect those changes.
- As noted in clause 11 of the General Terms, if you don't want to pay the new prices, you can stop using our Services from the date the new prices apply.
4. Supply of Products (Inward Goods)
4.1 Subject to clause 6.3, you will arrange and pay for the Products to be delivered to us at the Warehouse in accordance with the Service Schedule, including advising us of the amount and type of Products that will be delivered and when such Products are expected to be delivered to the Warehouse.
5. Stocktakes; Liability for Product Loss
5.1 Stocktake /Cycle Count: We will undertake a physical stocktake of Products on implementation, and within 10 Business Days after the end of each Stocktake Period, usually at your cost. We offer:
- Stocktake – a full physical inventory count, carried out annually (required), at other agreed periods, or on request. Charges are calculated on an hourly basis per person to perform the stocktake process;
- Cycle Counting – location counting at agreed intervals, based on Product classified by turnover as A, B or C.
5.2 Notice and attendance: We will provide you with no less than 10 Business Days' notice of the date on which any stocktake required or requested under clause 5.1 will be conducted, and you may attend such stocktake.
5.3 Reporting: Within 1 Business Day after completing a stocktake or cycle count, we will provide you with a report as agreed ("Stocktake Report"). Either party may request a meeting to discuss the Stocktake Report.
5.4 Stock losses: The cost of any stock losses, damage or shrinkage of Products ("lost Products") determined and agreed to be our responsibility in excess of the Stock Loss Tolerance in any Stocktake Period (determined in accordance with clause 5.5), will be paid by us to you after the end of the Stocktake Period. The cost of the lost Products will be the cost of the Products as manufactured or landed to you, as appropriate.
5.5 Loss calculation: For the purposes of clause 5.4, the actual percentage of lost Products in any Stocktake Period will be calculated using the following formula:
A = (B/(C/D)) x 100
A = the total percentage loss of items for the Stocktake Period
B = the total number of lost items for the Stocktake Period, as identified through the stocktake conducted under clause 5.1
C = the sum of the number of items held by us at the end of each calendar month during the Stocktake Period as identified in the WMS
D = the number of months in the Stocktake Period
5.6 Deferred Stocktake: A full stocktake at the end of Stocktake Period is compulsory, unless deferred by agreement, by up to 3 months. If you refuse to fund a full stocktake within 15 months of the previous stocktake, when a full stocktake is taken the Stock Loss Tolerance will be up to 2 times the stated Stock Loss Tolerance (actual Tolerance at our discretion).
6.1 Delivery method: The delivery method used to deliver Products will be as set out at the Service Schedule.
6.2 Freight receipt or delivery managed by us: Where Freight services are to be managed by us, such services will be:
- on each Delivery Provider's standard terms and conditions, as notified to you;
- by the freight Delivery Provider chosen by us, or changed at any time during the Term with your consent, such consent not to be unreasonably withheld. We will give you not less than 20 Business Days' notice of our intention to change the freight Delivery Provider, and you must either give or withhold its consent within 10 Business Days of receiving such notice (if no answer is received, this will be deemed to be consent);
- on terms that we will only be liable for any failure to the extent we are able to recover the liability from the freight Delivery Provider.
6.3 Freight receipt or delivery managed by you: Where Freight services are to be managed by you:
- Responsibility: You are responsible for organising Freight receipt or delivery of the Products. We will only be responsible for the Products after they are received, and until they are Dispatched.
- Freight: You may change the Freight Delivery Provider at any time during the Term with our consent, such consent not to be unreasonably withheld. You must give us not less than 20 Business Days' notice of
your intention to change the Freight Delivery Provider, and we must either give or withhold our consent within 10 Business Days of receiving such notice (if no answer is received, this will be deemed to be consent).
6.4 Packaging: Unless agreed otherwise, you are responsible for providing packaging for deliveries we pack for you, appropriate to the delivery method agreed.
7. Title and Risk
7.1 All Products remain your property at all times and we have no right, title or interest in any Products.
7.2 We will store the Products in a way that makes it clear that the Products are your property and we will not remove or obscure any means of identification of the Products except to the extent necessary to perform the Services.
7.3 We will hold the Products as bailee only but may deal with the Products in the ordinary course of our business in accordance with this Agreement.
7.4 Risk in the Products shall remain with you while the Products are in the Warehouse until Dispatched from the Warehouse. We recommend that you obtain insurance for the Products.
8.1 Our Liability to You
- We limit our liability to you (whether in contract, tort (including negligence) or otherwise) to the cost of replacement of the Products above the Stock Loss Tolerance as calculated in accordance with clause 5.4, and only up to a maximum of the amount of the NZP Liability Cap set out in the Service Schedule.
- We have no liability to you for any losses, damage or shrinkage of Products, or other costs or expenses, to the extent to which this results directly from your act or omission, or of your employees, agents or contractors.
8.2 Your Liability to Us
- Other than in respect of your payment obligations pursuant to this Agreement, your maximum liability to us under or in connection with this Agreement is limited to the Customer Liability Cap set out in the Service Schedule.
- You have no liability to us for any:
- indirect or consequential loss, damage, cost or expense or any loss of profit (or any form of economic loss) howsoever arising in connection with this Agreement; or
- loss, damage, cost or expense to the extent to which this results directly from our act or omission, or of our employees, agents or contractors.
9. Information Protection
9.1 Intellectual Property
- Any intellectual property existing when we start providing the Services to you, if owned by you remains yours, if owned by us remains ours, and if licensed by either of us from another person, remains that person’s property. ‘Intellectual property’ includes copyright, inventions, patents, trade marks, domain names, and database rights.
- Any improvements or modifications to a party’s intellectual property (Owning Party) developed by either you or us while performing the Services will be owned by the Owning Party. Any new intellectual property developed by either you or us while performing the Services will be owned by us, unless the Services Schedule provides otherwise.
- We license you to use our intellectual property and you license us to use your intellectual property, as necessary to receive the benefit of or perform the Services.
- We warrant to you that your use of the Services and our Intellectual Property as authorised by us will not breach anyone else’s intellectual property rights. You warrant to us that our use of your Intellectual Property and data will not breach anyone else’s privacy or intellectual property rights.
9.2 Inspection: On Business Days we will allow, upon at least 24 hours of notice, your employees and agents reasonable access to the Warehouse for the purposes of inspecting the Products and the Services. Your employees and agents must comply with our reasonable entry conditions
9.3 Records: We will maintain and retain for the Term all records and documents relating to our obligations and functions under this Agreement. You may inspect and take copies of those records and relevant documents as you reasonably need and on giving reasonable notice to us.
10. Resolution of Disputes
If any dispute in respect of, or in connection with, this Agreement (including the validity, breach or termination of it) (“Dispute”) arises between us, either of us may give the other notice to initiate the following dispute resolution process:
- The notice must give information about the nature and details of the Dispute. We will meet with you to consult in good faith on a resolution;
- If the Dispute is not resolved within ten Business Days after notice is given (or longer if agreed), it will be immediately escalated to the parties’ Chief Executive Officers or their nominees.
- If the Dispute is not resolved within a further twenty Business Days after reference to their Chief Executive Officers (or longer if agreed), either of us may refer the Dispute to mediation.
- If the parties cannot agree on a mediator, the President for the time being of Arbitrators and Mediators Institute of New Zealand Inc (or nominee) will be requested to appoint a mediator within ten Business Days of the request. If the parties cannot agree on the rules of the mediation, the mediator will set the timetable and the rules will be AMINZ’s standard rules. Each of us will pay our own costs associated with this dispute resolution procedure unless the mediator determines otherwise.
- Despite this clause 10, either of us may still seek urgent interlocutory and/or injunctive relief in the New Zealand courts. While any Dispute remains unresolved, both of us agree to continue to perform this Agreement to the extent that each of us can do so in the circumstances.
11.1 Either of us may (in addition to any other legal remedies) terminate this Agreement with immediate effect by giving written notice to the other (Other Party) if:
- the Other Party breaches any provision of this Agreement, the breach is capable of remedy and the Other Party fails to remedy the breach within 30 days after receiving written notice requiring it to do so;
- the Other Party breaches a material provision of this Agreement (regardless of whether or not the breach is capable of remedy);
- if the Other Party ceases to be able to pay its debts as they become due; or
- if the Other Party suffers any insolvency event such as a compromise with creditors, appointment of an administrator or receiver, or any analogous event.
- The obligations relating to resolution of disputes (clause 10) and this clause 11.2, and any other term which by its nature is intended to survive termination of this Agreement, will continue to apply to the parties after expiration or termination of this Agreement.
- Termination or expiration of this Agreement will not affect any rights or remedies either of us may have accrued before the date of termination. For the purposes of this clause “accrued” will include matters arising prior to termination but not discovered until after termination.
12.1 Entire agreement: This Agreement (including without limitation the General Terms and the schedules to this Agreement) constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.
12.2 Relationship: Unless otherwise agreed to in this Agreement, this Agreement does not create a relationship of employment, trust, agency or partnership between the parties and/or their respective employees or contractors, and in providing any Services we are acting solely as an independent contractor.
12.3 Subcontracting: We may sub-contract any of the Services, provided that we ensure that any sub-contracted Services are conducted within the terms of this Agreement and we remain principally liable to you for the performance of all the Services.
Download a PDF copy of these Service Terms (PDF - 326KB)
Last updated: 10 September 2018