1. Interpretation
1.1 In these terms and conditions:
(a) “Agreement” means the agreement between the Seller and Trical set out in the Order and these terms and conditions.
(b) “Goods” means the products and including any Software and, if any, services ordered by Trical from the Seller.
(c) “HSWA” means the Health and Safety at Work Act 2015 and includes any other relevant health and safety laws, orders, regulations and standards.
(d) “Intellectual Property Rights” means all intellectual property rights and interests (whether existing in statute, common law or in equity), including copyright, know‐how, trade secrets, trademarks, trade names, domain names, designs, patents and other proprietary rights, recognised or protected by law.
(e) “Law” includes any rules of common law or customary law, statutes, regulations, decrees, judgments, treaties, orders in council, by laws, ordinances, legislative measures and/or other subordinate or secondary legislation in force from time to time in any jurisdiction.
(f) “Trical” means Trical Limited (NZBN: 9429035332572) and any of its related bodies corporate.
(g) “Order” means the order for the Goods placed by Trical from time to time, and containing the following information:

• (i) an Order number;
• (ii) a description of the Goods being ordered;
• (iii) Trical’s specific requirements in relation to the Order (including technical or functional specifications)
• (iv) the delivery address for the Order, together with the time for delivery (if applicable);
• (v) any ‘tools’ (as that term is defined in clause 10.1), which will be provided to the Seller by Trical; and
• (vi) if the Seller is based outside of New Zealand, the relevant Incoterms® 2020 rule which will apply to the delivery of the Goods.

(h) “Privacy Law” means the Privacy Act 2020 and any other privacy legislation in the Seller’s jurisdiction or otherwise to which the parties are subject (i) “Seller” means the seller of the Goods.

(j) “Software” includes but is not limited to software programmes, source code, object code, scripts, executables, files, libraries and any related documents.
(k) “Tax” and “Taxes” means all forms of taxation (whether direct or
indirect), including:

• (i) any present or future tax, levy, impost, duty, charge, deduction or withholding of any nature imposed by any governmental agency, including income tax, withholding tax, fringe benefit tax, GST, gift duty, customs or excise duties, regional or local taxes, municipal taxes and accident compensation levies; and
• (ii) all interest, penalties or fines relating to, or arising in connection with, the imposition of, or the non, late or under‐payment of, any such taxation.
   

2. General
2.1 In consideration of Trical agreeing to place the Order with the Seller for the Goods, the Seller agrees that these terms and conditions shall apply to and be incorporated into the Order. To the extent permitted by Law, other than these terms and conditions, any conditions or other terms which are set out in any offer, purchase order or other document submitted by or on behalf of the Seller are expressly excluded. Modification of these terms and conditions expressed in any document of the Seller does not apply to the Order unless expressly accepted in writing by Trical.
2.2 The Seller will be deemed to have accepted these terms and conditions by accepting or performing an Order.
2.3 Despite any other provision in these terms and conditions:

• (a) if the parties have entered into a contract for in relation to the Goods which has been subject to effective negotiation between the parties (Negotiated Contract), the terms of that Negotiated Contract will apply and prevail over any other terms and conditions (including these terms and conditions)
• (b) in the absence of a Negotiated Contract, these Terms and Conditions will apply and will prevail over any other terms and conditions in existence, unless otherwise agreed between the parties in writing. Trical will not acquire the Goods on any other terms and conditions
  unless agreed in writing, including any Seller’s terms.

Find out all our Terms and Conditions of Purchase here: