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Card Partner Terms and Conditions for Farmlands Co-operative Society Limited

The Card Partner wishes to accept Farmlands Co-operative Cards as authorisation from Cardholders for sales of goods and/or services to Farmlands Co-operative Society Ltd (“Farmlands”) and enters this agreement with Farmlands on the following terms and conditions (“Standard Terms”):

  1. Definitions
    “Administration Centre”, means the Farmlands’ processing centre for Card transactions. A Cardholder’s Administration Centre is at offices of 84 Cumberland Street, Dunedin 9016, New Zealand.
    “Administration Fee”, means the fee charged by Farmlands to a Card Partner to cover administration costs and a margin for the risk involved in Farmlands Card transactions with the Card Partner. The Administration Fee is calculated monthly based on a fixed percentage of all Farmlands Card transactions with the Card Partner each month and may be amended by Farmlands from time to time by written notice to the Card Partner.
    “Card”, means a Farmlands Co-operative Card.
    “Cardholder”, means a person to whom a Card has been issued by Farmlands.
    “Card Partner”, means any person(s), business or company providing goods and/or services to Farmlands through the use of a Card.
    “Credit Note”, means a voucher evidencing a refund or adjustment of a transaction arising from a previous Sales Invoice.
    “Floor Limit”, means the total dollar value of a sale that the Card Partner is permitted to make against production of a Valid Card on any one occasion as advised by Farmlands from time to time, without first obtaining authorisation by phoning the Farmlands Administration Centre on 0800 200 600.
    “Floor Limit”. The Floor Limit subject to clause 7b is $5,000.00 for Cardholders unless otherwise notified by letter from Farmlands from time to time. The Card Partner can contact the Farmlands Card team on 0800 200 600 to confirm the Floor Limit for a transaction.
    “Sales Invoice”, means an invoice evidencing the sale of goods and/or services by the Card Partner through the use of a Card.
    “Rebate”, means a deduction in the purchase price for a good or service provided by the Card Partner to any Cardholder, in the amount agreed in writing between Farmlands and the relevant Card Partner from to time. The amount of the Rebate for each Card Partner is recorded in Farmlands’ online directory.
    “Valid Card”, means a Card that:
    a. Bears the signature of the person whose name is embossed on the foot of the Card;
    b. Is used within the time indicated as valid thereon;
    c. Appears on the White List.
    “White List” means any notice or list originated by Farmlands howsoever given to the Card Partner, which specifies Cards that are currently valid. The White List excludes any Cards that have been notified by Farmlands to the Card Partner as a stolen Card.
     
  2. Agreement Benefits Authorised Holder of Sales Invoices
    The Card Partner agrees that the representations, waivers, consents, warranties covenants, conditions and agreements herein contained shall enure to the benefit of Farmlands and the relevant Cardholder.
     
  3. Amendments
    Farmlands may amend the terms of this agreement in accordance with clause 24. By accepting the Card for transactions occurring after the date of any amendment the Card Partner shall be deemed to have agreed to the amendment.
     
  4. Authorisations
    If the total amount of any transaction is in excess of a Floor Limit set by Farmlands, or if the Card Partner has reason to question the validity of the Card or the identification of the Cardholder, the Card Partner will telephone 0800 200 600 and obtain the specific authorisation of Farmlands to draw a Sales Invoice relating thereto, with an authorisation number to be written by the Card Partner on an appropriate place on the Sales Invoice.
     
  5. Honouring Card
    The Card Partner shall promptly honour any Valid Card, when properly presented, from Cardholders for transactions. No surcharge will be made. No discrimination shall be made against any Farmlands Cardholder wishing to use the Card as to terms of sale. Alternative methods of payment (including another credit card, or the Card Partners’ own charge account or credit card system) shall not be offered in relation to the above. Farmlands has the right to first mystery shop the Card Partners’ business and then, secondly to take any further action it considers appropriate based on the mystery shop results.
     
  6. Identification
    a. In each case that a Cardholder presents a Valid Card, the Card Partner will complete the transaction only after checking that the signature on the Sales Invoice appears to be the same as the signature appearing on the Card. If identification is uncertain or if the Card Partner questions the validity of the Card, the Card Partner shall phone 0800 200 600.
    b. If a Card requires a PIN number to be entered then the correct PIN number must be entered in order to complete the transaction.
    c. In each case that a transaction is completed without the embossing of such Card on a Sales Invoice, the Card Partner shall establish the true identity of the Cardholder as the authorised holder of such Card by obtaining evidence of identity and noting such evidence on the Sales Invoice. The fact that the Card Partner has obtained authorisation for the transaction from Farmlands does not avoid the need for establishing identification.
    d. In each case that a Cardholder presents an unsigned Card or a Card signed more than once the Card Partner shall telephone 0800 200 600 and may not complete a transaction using the Card unless authorised by Farmlands.
     
  7. Pre-Authorised, Telephone and Mail Order or Internet Transactions
    When a transaction is based on a pre-authorised, telephone or mail order, the following provisions shall apply:
    a. The Card Partner shall ensure that it is clear from the resulting Sales Invoice (or other sales advice required or allowed by Farmlands) that the transaction is based on a pre-authorised, telephone or mail order (as the case may be).
    b. The Card Partner acknowledges that the Floor Limit may not be the same as it would have been if the transaction had been effected by presentation of a Card for payment.
    c. The Card Partner shall obtain from the Cardholder the expiry date of the Card and quote that expiry date as part of any authorisation enquiry.
    d. The Card Partner will not present an invoice to Farmlands in respect of the transaction based on the pre-authorised, telephone or mail order until such time as the Card Partner has, in accordance with the Cardholder’s instructions, dispatched the goods or performed the services that the transaction relates.
    e. The transaction date will be deemed to be the day the goods are dispatched or the services are performed.
     
  8. Completion of Invoices/Credit Notes
    a. All Sales Invoices and Credit Notes will be on forms approved in advance and/or supplied by Farmlands and must meet the requirements of the Goods and Services Tax Act 1985 and be a valid tax invoice. Any proposed change to approved documentation must be submitted to the Farmlands Administration Centre for approval before use.
    b. Approved standard invoices, Credit Notes and monthly statements are incorporated in this agreement.
    c. Sales Invoices: the Card Partner must date each Sales Invoice resulting from the use of a Card with the date of the transaction and include thereon a brief description of the goods and/or services sold and the price thereof (including any applicable taxes) in detail sufficient to identify the transaction.
    d. Credit Notes: the Card Partner must date each Credit Note resulting from the use of a Card with the date of the original transaction and should include thereon a brief description of the goods returned, services cancelled or adjustment made and the amount of credit, all in sufficient detail to identify the original transaction.
     
  9. Cash Payment
    The Card Partner shall not request or receive any cash/cheque/credit card or debit card payments from a Cardholder with respect to charges for goods or services included on a Sales Invoice resulting from the use of a Card. The Card Partner shall not advance monies to a Cardholder in return for completion of a Sales Invoice.
     
  10. Returned Merchandise and Adjustments
    IIf, with respect to any transaction, any goods are accepted for return or any services are terminated or cancelled, or any price adjustments are allowed by the Card Partner, the Card Partner shall not make any cash refund to the Cardholder but shall post to the Administration Centre a Credit Note evidencing such refund or adjustment as described at clause 8d.
     
  11. Split Sales
    The Card Partner shall not use two or more Sales Invoices to avoid authorisation calls to Farmlands.
     
  12. Recourse on Sales Invoices/Credits
    The Card Partner agrees that when any of the following conditions or situations occur, the Card Partner shall pay to Farmlands immediately upon demand the net amount of any Sales Invoices involved together with interest thereon from the date of demand to the date of payment at a rate of 5% above the current lending rate of the Bank of New Zealand.
    a. Goods are returned and deemed by Farmlands, or an independent arbiter appointed by Farmlands, to be unsatisfactory because of fault, faulty workmanship, or of failure to meet performance claims. Farmlands has a resolution team for any invoices in dispute - any disputes 3 months or longer will be escalated to the “GM Commercial Services Farmlands” or duly delegated managers.
    b. Any sales transaction exceeds the Floor Limit established by Farmlands and has not otherwise been specifically authorised by Farmlands.
    c. The Sales Invoice is shown to have been drawn, accepted or endorsed improperly or without authority.
    d. The Sales Invoice is illegible, incomplete or unsigned.
    e. The Sales Invoice was drawn by, or credit given to, the Card Partner in circumstances constituting a breach of any term, condition, representation, warranty or duty binding the Card Partner hereunder.
    f. The extension of credit for goods sold or services performed was in violation of law.
    g. The Sales Invoice represents part of a total transaction, which was written on two or more Sales Invoices to avoid an authorisation call.
    h. When the sales transaction calls for delivery of goods or performance of services and Farmlands produces Cardholder certification that either the goods concerned was not received or the services were not performed.
    i. The Sales Invoice was drawn by the Card Partner at any time or in circumstances in which the relevant Card was not a Valid Card.
     
  13. Retention of Title
    This clause shall apply to any supply of goods or services by the Card Partner under this agreement, which is subject to any retention of title provision (being a provision in the contract under which the goods are supplied whereby the Card Partner retains ownership of the goods until any time or event after the contract is made). On completion of a sales transaction pursuant to this agreement, (by the Card Partner accepting a Sales Invoice signed by the Cardholder as authorisation for the transaction) all the Card Partner’s rights under the retention of title provision shall thereon automatically be assigned to and vest in Farmlands, with the intent that Farmlands shall be entitled to exercise in its own name all of the Card Partner’s rights against the Cardholder under the retention of title provision, should Farmlands not receive payment in full of the amount invoiced by Farmlands to the Cardholder for the goods. Nothing in this clause shall be construed as relieving the Card Partner from any liability howsoever to the purchaser in respect of the goods, nor as imposing any such liability on Farmlands, nor as affecting the passing of risk in the goods from the Card Partner to Cardholder.
     
  14. Stolen/Lost Cards
    When a Card Partner is presented with a Card that is not on the White List or the Card Partner believes or knows to be stolen, the following action is to be taken:
    a. During Normal Working Hours.
    1. The Card Partner informs the presenter of the Card, preferably without arousing suspicion, that authorisation by Farmlands is required.
    2. The Card Partner immediately informs the Farmlands Administration Centre of the situation, by phoning 0800 200 600.
    3. Farmlands Administration Centre will:
    a. Verify that the Card is stolen or not on the White List.
    b. Ask to speak to the person presenting the Card.
    c. Dependent on the foregoing, ask the Card Partner to retain the Card or take particulars as deemed necessary.
    4. Unless specifically authorised by Farmlands the Card Partner shall not provide any goods or services to the Cardholder.
    b. Outside Normal Working Hours
    1. The Card Partner informs the presenter of the Card that the Card Partner believes the Card to be the subject of a query by Farmlands and that Farmlands have requested that the Card Partner retain the Card and notify Farmlands at the opening of the first working day following.
    2. The Card Partner shall not provide any goods or services to the Cardholder.
    c. In either of the foregoing, the Card Partner shall not resort to any physical means to relieve the person of the Card. Further the Card Partner shall indemnify Farmlands fully in respect of any damages or expenses, which Farmlands may suffer as a result of such action, which may be taken by the Card Partner.
     
  15. Card Partner Payments
    Farmlands will pay to the Card Partner the retail price of all properly authorised sales less the negotiated rebate and administration fee shown on the reverse of these Standard Terms, also less the amount of authorised Credit Notes for that month, on or about the 26th of the month following the date of the transaction, provided the documents are received by the second working day of the month following purchase.
     
  16. Promotional Material
    The Card Partner shall adequately display promotional material provided by Farmlands at the Card Partner’s place or places of business and website to inform the public that Cards will be honoured at the Card Partner’s place or places of business. All promotional material and advertisements shall conform to the standards specified by Farmlands from time to time. The Card Partner shall use only such materials as are provided or approved in advance by Farmlands. On termination of this agreement the Card Partner will immediately stop displaying promotional material.
     
  17. Privacy Act
    The Card Partner authorises Farmlands to disclose Card Partner information about the Card Partner appearing on the Farmlands’ Card Partner list (which includes the Card Partner’s name, address, Terms of Trade, Branding and other supporting sales material) on Farmlands’ website, in digital media and in print.
     
  18. Term of Agreement
    This agreement shall come into effect when signed by both parties and shall remain in full force and effect for 12 months. Either party may terminate this agreement at the end of the 12 months, by notice in writing to the other. If this agreement is not terminated, it shall continue in force for a further 12 months until terminated on terms that may be renegotiated at the end of each 12 month period. Farmlands has the power to make unilateral amendments at any time under clause 3 and 24. All obligations of the Card Partner incurred or existing under this agreement as of the date of termination shall survive such termination. This agreement shall be binding on the parties thereto and their successors or assignees. In the event of any suit or action hereunder or any appeal therefrom the prevailing party shall be entitled to reasonable legal fees plus costs, including legal costs on a solicitor client basis. Any assignment by the Card Partner of its rights and/or obligations hereunder shall be conditional upon the written consent of Farmlands, which consent shall not be unreasonably withheld in the case of a solvent and responsible assignee. A change in the ownership or effective control of the Card Partner shall be a deemed assignment requiring the prior written consent of Farmlands and shall require a new agreement to be signed.
     
  19. No Waiver
    If either party delays or does not exercise any right or remedy under this agreement, it is not a waiver of that right or remedy.
     
  20. Force Majeure
    Farmlands shall not be liable for any issues beyond its reasonable control (e.g. if EFTPOS processing is not available).
     
  21. Limitation of Liability
    To the extent permitted by law, Farmlands excludes all liability to the Card Partner, whether in tort (including negligence), contract, equity or otherwise, for any loss or liability whatsoever, whether direct, indirect, special or consequential. If Farmlands is ever liable to the Card Partner and, for any reason whatsoever, cannot rely on the exclusion of liability set out above, the maximum amount Farmlands will have to pay the Card Partner in respect of this agreement is limited to $5,000. This limitation applies to the extent permitted by law, whatever the Card Partner is claiming for and however liability arises or might arise if not for this clause.
     
  22. Indemnity
    The Card Partner indemnifies Farmlands against any loss or liability incurred as a result of any action or inaction on their part, whether in tort, contract, or otherwise and whether to the Cardholder or any other third party.
     
  23. Relationship
    The parties agree that their relationship is not one of agency. The authorisation of a transaction under this agreement by the use of a Card constitutes a simultaneous supply of goods or services from the Card Partner to Farmlands and Farmlands to the Cardholder. However, should their relationship ever be considered an agency relationship, the parties agree that section 60(1B) of the Goods and Services Tax Act 1985 shall apply to all past and future supplies under this agreement and any supply would therefore be treated as two separate supplies for GST purposes.
     
  24. Variation
    Farmlands may in its absolute discretion change these Standard Terms at any time by mailing or delivering notice of any amendment to the Card Partner or publication of the amended terms on its website www.farmlands.co.nz. The change will take effect from the time specified by Farmlands in the notice or on its website (as the case may be). Farmlands may at its discretion agree to a variation of the Standard Terms by signing a written variation of the Standard Terms in relation to this agreement. If this agreement includes any written variation to the Standard Terms, those varied terms may only be varied by written agreement between both parties.