Terms and Conditions

These Terms and Conditions apply to the supply of the Products and Services to the Client by EMPR®New Zealand Limited.
These Terms and Conditions and any document(s) referred to in them constitute the entire agreement about EMPR New Zealand’s supply of the Products and Services to the Client and supersedes all prior understandings, arrangements, representations and agreements. Words used in these Terms and Conditions which have special meanings are given capital letters and are defined in clause 1. A reference in these Terms and Conditions to: a. the singular includes the plural and vice versa; and b. the word “including” means “including, but not limited to,” and the word “includes” means “includes, without limitation,”.

1. Definitions
2. Orders
3. Payment
4. Delivery
5. Part deliveries
6. Inspection and acceptance
7. Title and risk
8. Returns
9. Loss or damage in transit
10. Force majeure
11. Client’s cancellation
12. Default of client
13. Warranty
14. Liability
15. Credit assessment
16. Privacy
17. Intellectual property
18. Confidentiality
19. General

1. Definitions

In these Terms and Conditions:
“EMPR” means EMPR New Zealand Limited

“Customer” means the person, business, company or other legal entity that is the purchaser of the Products and Services;
“Products” means the Products supplied to the Client by EMPR New Zealand and described in the Sales Invoice;
“Sales Contract” means any sales contract entered into by the Client and EMPR New Zealand in respect of the Products and Services supplied to the Client in which these Terms and Conditions are or are deemed to be incorporated;
“Sales Invoice” means the sales invoice issued by EMPR New Zealand in respect of the Products and Services supplied to the Client in which these Terms and Conditions are or are deemed to be incorporated;
“Services” means the services (if any) provided to the Client by EMPR New Zealand and described in the Sales Invoice; and
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2. Orders

a. EMPR may reject any order placed by the Client if there is an insufficient supply of Products which prevents EMPR from being able to fulfil such order.
b. EMPR will not be bound by any terms and conditions attaching to the Client’s order and, unless those terms and conditions are expressly agreed in writing by an authorised representative of EMPR, the Client agrees that those terms and conditions are excluded.
c. EMPR reserves the right to change and or correct prices, product availability and specifications due to any factors (refer point 10) without notice.
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3. Payment

a. The price of the Products and Services will be EMPR’s quoted price.
b. Payment is required prior to delivery of the Products (unless agreed otherwise by EMPR or its authorised representative). If the Client fails to make payment in accordance with this clause 3(b) after demand for payment by EMPR all amounts owing by the Client to EMPR on any account will immediately become due and payable.
c. EMPR may, in its sole discretion:
i. suspend the provision of credit to the Client until all amounts owing are paid for in full; and
ii. from time to time and at any time, vary or cancel any credit facility it makes available to the Client.
d. Unless stated otherwise in these Terms and Conditions (or in writing by an authorised representative of EMPR ), all prices quoted for Products and Services are exclusive of all taxes, handling, delivery, agents’ charges and any other charge, duty or impost.
e. Customers paying by Credit card must ensure sufficient funds are available to cover the purchase. In the event a Credit card charge is declined EMPR will attempt to contact the customer once to rectify the issue or arrange an alternate payment method. If payment has not been received within 48 hours after this contact attempt the order will be cancelled and the stock returned into inventory as available sales stock.
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4. Delivery

The delivery times made known to the Client are estimates only and EMPR will not be liable for late delivery or non-delivery. Under no circumstances will EMPR be liable for any loss, damage or delay suffered or incurred by the Client or its Clients arising from late or non-delivery of the Products.
Orders which are to be picked-up from EMPR must be done so within 7 days of the stock being available. EMPR will attempt to contact customers by phone or email to inform them that an order is ready for pick-up. If contact cannot be established after two attempts or the order is not picked-up with 7 days the order will be cancelled and the stock returned into inventory as available sales stock. EMPR reserves the right to charge a restocking fee as per Section 8 (part a) of these terms and conditions.
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5. Part deliveries

EMPR may make part deliveries of any order, and each part delivery will constitute a separate supply of the Products upon these Terms and Conditions.
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6. Inspection and acceptance

The Client must inspect all Products upon delivery to the Client’s premises and must, within 5 days of delivery, give notice to EMPR of any matter or thing by which the Client alleges that the Products are not in accordance with the Client’s order. Failing such notice and to the extent permitted by law, the Products will be deemed to have been delivered to and accepted by the Client.
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7. Title and risk

a. Products supplied by EMPR to the Client will be at the Client’s risk immediately upon delivery of the Products to the address stated in the Clients purchase order.
b. Risk in the Products will remain with the Client at all times unless EMPR retakes possession of the Products in accordance with clause 7(e)(ii).
c. Title in the Products supplied by EMPR to the Client will not pass to the Client until those Products and any other products supplied by EMPR to the Client have been paid for in full.
d. Until the Products have been paid for in full:
i. the Client may sell the Products and keep records of the Products in the ordinary course of its business as agent for EMPR and must account to EMPR for the proceeds of sale (including any proceeds from insurance claims).
e. If the Client has breached these Terms and Conditions (including any payment obligations) or the terms of any relevant Sales Contract, the Client authorises EMPR, at any time, to enter onto any premises upon which EMPR‘s Products are stored to enable EMPR to:
i. inspect the Products; and/or
ii. reclaim the Products.
f. The Client agrees that the provisions of this clause 7 apply despite any arrangement under which EMPR grants credit to the Client.
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8. Returns

a. Where EMPR approves the Return Authority (RA) request, a restocking fee of $30 or 30% (whichever is the greater) will apply at the discretion of EMPR New Zealand based on circumstances surrounding the return of the product. All returns accepted for credit must be in the original packaging and unopened or credit will be denied.
b. The Client must notify EMPR via empr.co.nz , of any Products it wishes to return within 7 days from the date of the invoice relating to those Products. Custom spare parts (special orders, non-stockable or non returnable items) are to be paid for upfront and are non-returnable and non refundable, this can be at the EMPR New Zealand managers discretion.
c. Returns will be subject to EMPR‘s returns policy as advised to the Client and amended by EMPR from time to time.
d. Each claim for the return of Products by the Client will be dealt with in accordance with the Returns Policy. Any substitute Products to be shipped to the Client in accordance with the Returns Policy will be sent by EMPR to the Client by ordinary freight pre-paid. If the Client requests that the Products be sent by means other than ordinary freight, the extra cost of such accelerated or special freight must be paid by the Client.
e. EMPR will not be liable for any damage or defects in the Products that have been caused by the improper storage, warehousing or transport, or by any neglect, abuse or improper use, installation, maintenance or unauthorised repair.
f. The provisions of this clause 8 do not extend to any Products which have been added to, modified, varied or changed by any person or party other than EMPR.
g. When purchasing a “Refurbished Exchange” item the client agrees to return the defective part within 30 days. Non Adherence to this will result in the client being charged the outright buy price for the non returned item plus a 20% administration fee and an OEM administration charge of $76.
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9. Loss or damage in transit

EMPR is not responsible for any loss or damage to Products in transit by the Clients carrier whether shipping from or returning to EMPR.
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10. Force majeure

If the performance or observance of EMPR‘s obligations under these Terms and Conditions or any relevant Sales Contract is prevented, restricted or affected by a force majeure event including strike, lock out, industrial dispute, raw material shortage, breakdown or plant, transport or equipment or any other cause beyond the reasonable control of EMPR , EMPR will give notice of such cause to the Client and after 60 days from the receipt by Client of such notice, either party may terminate the relevant Sales Contract without penalty.
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11. Client’s cancellation

a. Unless otherwise agreed in writing, the Client will not have the right to cancel an order which has been accepted by EMPR.
b. Client requests for part, or parts cancellation must be exercised by notice, by submitting a “Parts Cancellation Form” via empr.co.nz not later than 7 days before the estimated date of shipment by the manufacturer or EMPR (as the case may be).
c. Unless otherwise agreed between the Client and EMPR, upon cancellation prior to shipment, any deposit paid by the Client will be forfeited to EMPR.
d. At Managements discretion, a cancellation fee of $30 or 30% (Whichever the greater) will be applicable to cancelled orders.
e. Request for Cancellation will be declined for Parts When: Parts are especially ordered for clients, where the Supplier for EMPR has a non returns policy for that particular part and where EMPR have a zero consumption history for that particular part.
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12. Default of Client

Without prejudice to any other rights that EMPR has under these Terms and Conditions, if the Client fails to make any payment due to EMPR under these Terms and Conditions, EMPR may, in its sole discretion, and without further liability to the Client::

i.refuse to make further supplies to the Client under the relevant Sales Contract; and/or
ii.terminate the Sales Contract without notice.

For all outstanding monies due to EMPR New Zealand P/L the debt will be referred to a nominated debt collection agency.
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13. Warranty

a. Warranty period on all spare parts supplied is 90 days, return to base (RTB). Warranty period on HP spare parts supplied from 1st March 2011 is 180 days (prior to this date a 90 day warranty), return to base (RTB)
b. EMPR will notify the Client of any applicable manufacturers’ warranty in relation to the Products. To the extent permitted by law, EMPR’s entire responsibility with respect to warranties for the Products is to pass on to the Client the benefit of any such warranties.
c. To the extent permitted by law, the manufacturers’ warranties referred to in clause 13(a) are in substitution for all other terms, conditions and warranties, whether implied by statute or otherwise (including any implied warranties with respect to merchantability, fitness for purpose or quality, and whether as to design, assembly, materials or workmanship) and all such terms, conditions and warranties are expressly excluded from these Terms and Conditions.
d. Certain legislation may imply warranties or conditions or impose obligations upon EMPR which cannot be excluded, restricted or modified or cannot be excluded, restricted or modified except to a limited extent. These Terms and Conditions must be read subject to those statutory provisions. If those statutory provisions apply, to the extent to which EMPR is able to do so, its liability will be limited, at its option, to:
i. in the case of Products: the replacement of the Products or resupply of equivalent Products; the repair of the Products; the payment of the cost of replacing the Products or acquiring equivalent Products; or the payment of the cost of having the Products repaired; and
ii. in the case of Services: the supply of the services again; or the payment of the cost of having the services supplied again.
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14. Liability

a. To the extent permitted by law, EMPR will not be liable to the Client or any other person under any circumstances for any loss of use, profit, revenue, interest, goodwill or data, or for any injury or death to any person, or for any indirect, incidental or consequential damages sustained or incurred by the Client, whether such liability arises directly or indirectly as a result of:
i. any negligent act or omission or wilful misconduct of EMPR or its employees or agents;
ii. the supply, performance or use of any Products or Services; or
iii. any breach by EMPR of its obligations under these Terms and Conditions or any relevant Sales Contract.
b. EMPR does not promise that repair facilities or parts will be available in respect of the Products.
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15. Credit assessment

a. If any Products and Services are supplied to the Client on credit, EMPR may need to disclose to a credit reporting agency certain information referred to in clause 15(c) about the Client when assessing the Client’s application for credit and managing the Client’s trading account with EMPR . The Client authorises EMPR to disclose such information to a credit reporting agency for these purposes.
b. Subject to EMPR obligations under the current Privacy Act and any other applicable laws, EMPR may give the information referred to in clause 15(c) to a credit reporting agency to obtain a consumer credit report about the Client or to allow the credit reporting agency to create or maintain a credit information file about the Client. The Client agrees that EMPR may disclose a credit report about it to any credit provider, debt collecting agency or EMPR’s insurers for the purposes of assessing the Client’s credit-worthiness or to collect any overdue payments (as the case may be).
c. EMPR may disclose the following information relating to the Client in accordance with clauses 15(a) and (b):
i. the Client’s name and address;
ii. credit limits on the Client’s accounts;
iii. the amount of any payments which are overdue for at least 45 days;
iv. where an overdue payment has been previously reported, advice that the payment is no longer overdue;
v. cheques or credit card payments which have been dishonoured;
vi. information that, in the opinion of EMPR, the Client has committed a serious credit infringement; and
vii information that EMPR New Zealand has ceased to supply the Products and Services to the Client.
d. The Client agrees that EMPR may obtain information about the Client from any business which provides information about the commercial credit-worthiness of persons for the purposes of assessing the Client’s application to purchase the Products and Services on credit and collecting any overdue amounts.
e. EMPR may refuse to supply the Products and Services to the Client on credit on the basis of EMPR credit assessment of the Client.
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16. Privacy

a. The Client agrees to EMPR collecting, using and disclosing information about the Client of the kind referred to in clause 15(c) for various purposes, including to:
i. assess credit worthiness as outlined in clause 15;
ii. supply the Products and Services to the Client and the management of the Client’s trading account;
iii. communicate with the Client about the Products and Services which EMPR or its partners or affiliates may provide to the Client;
iv. implement these Terms and Conditions and any Sales Contract; and
v. comply with the requirements of relevant laws.
b. EMPR, at the written request of the Client, will:
i. provide the Client with access to any personal information relating to the Client held by EMPR; and
ii. correct or amend any personal information relating to the Client held by EMPR which is inaccurate or out of date.
c. EMPR will handle the Client’s personal information in accordance with the requirements of relevant laws.
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17. Intellectual property

a. The Client acknowledges that:
i. all trademarks, trade names, patents, copyright, registered designs and other intellectual property rights (“Intellectual Property”) embodied in or in connection with the Products and any related information, documentation, parts or software are the sole property of EMPR or its suppliers; and
ii. all Intellectual Property of EMPR or its suppliers, may only be used by the Client with the consent of EMPR or its suppliers, during the continuance of any relevant Sales Contract, and such consent extends only to use essential for the purposes stated in it. Upon the expiry or termination of the Sales Contract, the Client must discontinue such use. The Client acknowledges that any licensing of Intellectual Property rights in any software supplied to the Client will immediately cease upon expiry or termination.
b. The Client must not, during or after the expiry or termination of the any relevant Sales Contract, without the prior written consent of EMPR or its suppliers, register or use any trade marks, trade name, domain name, trading style or commercial designation or design used by EMPR or its suppliers in connection with the Products or Services, nor will the Client repackage any Products, reproduce any artwork appearing on the package of any Products or copy, sell or hire or offer for sale or hire a copy of the Products.
c. The Client will indemnify EMPR against all liabilities, damages, costs and expenses which EMPR may suffer or incur as a result of work done in accordance with the Client’s specifications or as a result of the combination or use of the Products with other equipment, parts or software not supplied by EMPR , and which results in the infringement of any Intellectual Property of any person.
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18. Confidentiality

a. The Client acknowledges that EMPR has disclosed and may from time to time disclose to the Client certain confidential information and documentation of EMPR relating to the Products, their marketing, use, maintenance, operation and software (including technical specifications) (“Confidential Information”).
b. Subject to clause 18(e), the Client must:
i. only use the Confidential Information solely for the purposes contemplated under any relevant Sales Contract; and
ii. not, during the continuation of such Sales Contract or thereafter, disclose (whether directly or indirectly) to any third party the Confidential Information, other than is required to carry out such purposes.
c. If disclosure of EMPR’ s Confidential Information to third parties is necessary, the Client will obtain from such third parties binding agreements to maintain in confidence the Confidential Information disclosed at least to the same extent as the Client is bound to protect EMPR’s Confidential Information under this clause 18.
d. Upon the expiry or termination of any relevant Sales Contract, the Client must cease to use and must return or destroy (as EMPR may instruct) EMPR’s Confidential Information in its possession or control. The Client will not itself or through any subsidiary, agent or other party sell, market, distribute, manufacture or otherwise deal with the Products or have such Products manufactured for it based on the Confidential Information or any other technical information provided to it by EMPR in accordance with these Terms and Conditions.
e. The provisions of this clause 18 do not extend to any information which is:
i. at the time of disclosure, rightfully known to or in the possession or control of the Client and which is not subject to an obligation or confidentiality;
ii. public knowledge (otherwise than as a result of a breach of this clause 18 or any other obligation of confidentiality);
iii. consented or approved to be disclosed by EMPR ; or
iv. required to be disclosed by a government authority or by the requirements of relevant laws.
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19. General

a. EMPR may amend these Terms and Conditions at any time, by giving the Client notice by mail, e-mail or by posting a notice on EMPR ‘s public website. By continuing to place orders for Products and Services after these Terms and Conditions are amended, the Client will be deemed to have accepted the revised Terms and Conditions.
b. Any provision of these Terms and Conditions which is invalid, void, voidable or unenforceable will be read down to the extent necessary, and the remaining provisions will continue unaffected.
c. The Client may not assign or attempt to assign any of its rights and obligations under these Terms and Conditions. EMPR may assign its rights and obligations under these Terms Conditions to any person.
d. These Terms and Conditions are governed by the laws of New Zealand. The Client submits to the non-exclusive jurisdiction of the courts of that country.
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