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

Please read the following version 12.6 of the standard terms carefully. They apply to all Card transactions from 2 May 2025.

The Card Partner wishes to accept Farmlands Co-operative Society Limited (Farmlands) Cards for the sale of its goods and/or services and enters this agreement with Farmlands on the following terms and conditions (Standard Terms):

 

1. DEFINITIONS

Administration Fee means the fee charged by Farmlands to a Card Partner calculated monthly based on a fixed percentage of all 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.

Approved Payment Gateway means a Farmlands approved payment technology service provider that securely authorises Farmlands Cards for transactions.

Authorisation means seeking specific authorisation from the Farmlands’ Support Centre or an Approved Payment Gateway prior to drawing a Sales Invoice.

Card means a Farmlands Card.

Cardholder means a person to whom a Card has been issued by Farmlands.

Card Partner means the Card Partner as described in this agreement.

Card Present means a transaction where the Cardholder presents a Valid Card at the Card

Partner’s premises.

Card Not Present means a transaction where the Cardholder is not present at the time of sale and seeks to transact remotely with the Card Partner by providing the details of a Valid Card as a form of payment for an online, mail order or phone order.

Chargeback means a demand or non-payment of sales invoice raised by Farmlands for a Card Partner to make good the loss on a fraudulent or disputed transaction.

Click and Collect refers to a transaction processed through an Approved Payment Gateway in an eCommerce environment, where the customer collects the purchased goods from the physical location of the Card Partner.

Credit Note means a note evidencing a refund or an adjustment of a transaction arising from a previous Sales Invoice.

Manual Floor Limit means the total dollar value of a sale that the Card Partner is permitted to make against a Card on any one occasion, as advised by Farmlands from time to time. This only applies in the situation where a sale is processed manually without any authorisation being provided by an Approved Payment Gateway.

Intellectual Property means all forms of intellectual property and includes patents, registered designs, licences, trade-marks, trade names, inventions, trade secrets, formulae, copyright works, specifications and know-how.

Normal Working Hours means Monday to Friday 8am - 5pm, excluding any observed public holidays.

Rebate means a deduction in the purchase price for goods or services provided by the Card Partner to any Cardholder in the amount agreed in writing between Farmlands and the relevant Card Partner from time to time.

Sales Invoice means an invoice raised by the Card Partner when a Card is used as a method of payment for the sale of goods or services.

Support Centre means the Farmlands’ Customer Hub Team located at 535 Wairakei Road, Christchurch, New Zealand, Phone number 0800 200 600.

Transaction Reference means the reference (alpha and/or numeric) provided by an Approved Payment Gateway authorising a Sales Invoice or Credit Note.

Valid Card means a physical Card that:

(a) has not reached its expiry date;

(b) has not been visibly altered or tampered with in any way;

(c) is signed on the back in the designated area for Card signature; and

(d) the signature has not been altered or defaced.

Whitelist means an electronic file specifying the Cards that are currently active.

 

2. CARD PARTNER REPRESENTATIONS, WARRANTIES AND OBLIGATIONS

2.1. The Card Partner agrees that the representations, warranties, and obligations contained in this agreement are for the benefit of both Farmlands and the relevant Cardholder. The covenants in this clause are also given and for the benefit of and are enforceable in terms of subpart 1 of Part 2 of the Contract and Commercial Law Act 2017 by the relevant Cardholder.

 

3. AMENDMENTS

3.1. Farmlands may amend these Standard Terms in accordance with clause 29. By accepting the Card as a form of payment occurring after the date of any amendment the Card Partner shall be deemed to have agreed to the amendments.

 

4. AUTHORISATION

4.1. An approved Authorisation must be sought either from:

a) An Approved Payment Gateway: When an approved Authorisation is given, an Authorisation number will be issued by Farmlands and a Transaction Reference will be issued by the Approved Payment Gateway.

i. When Authorisation is obtained from an Approved Payment Gateway the total amount authorised will be held for a period of 31 days. The Card Partner must:

a. Present the Sales Invoice to Farmlands prior to the Authorisation period ending.

b. Seek a new Authorisation for a Sales Invoice if transaction is completed after this authorisation period.

 

b) Farmlands’ Customer Hub: This applies if the total amount of any transaction exceeds the Manual Floor Limit or if the Card Partner has reason to question the validity of the Card or the identification of the Cardholder. When seeking this Authorisation, the Card Partner shall:

i. obtain from the Cardholder any information that Farmlands may reasonably require and adhere to any additional Authorisation requirements as advised by Farmlands from time to time.

ii. An Approved Payment Gateway who provides real-time Authorisation services on behalf of Farmlands prior to proceeding with the sale.

 

5. USING THE WHITELIST

Notwithstanding any other terms of this agreement, if Farmlands gives the Card Partner access to the Whitelist the Card Partner shall:

(a)  not provide any goods or services to the Cardholder unless the Card is on the Whitelist;

(b) use the most up-to-date version of the Whitelist by downloading it at least every 24 hours via a secure file transfer location made available to you by Farmlands;

(c)  ensure that the Whitelist is stored securely; and

(d) adhere to any additional Whitelist requirements as advised by Farmlands from time to time.

 

6. CENTRAPAY SERVICES

6.1. Farmlands will register a Merchant Account with Centrapay Limited on your behalf. Centrapay Services are utilised to support transactions for the sale and purchase of products and/or services between a Card Partner and a Farmlands Shareholder Customer (as purchaser) to enable payments through the approved Farmlands Card.

6.2. Centrapay reserves the right to decline to register you for any reason at its sole discretion.

6.3. You agree to accept Centrapay’s terms and conditions at https://centrapay.com/terms- and-conditions/.

6.4. Any ambiguity, conflict, or inconsistency of the Centrapay’s terms and conditions and Farmlands Card Partner terms and conditions shall be resolved according to the following order of precedence:

i. Farmlands Card Partner terms and conditions, this document;

ii. Centrapay’s terms and conditions.

 

7.  HONOURING CARD

7.1. Subject to clause 4, the Card Partner shall promptly honour any Valid Card, when properly presented, by Cardholders for payment. No additional charge or payment will be made to the Sales Invoice. No discrimination shall be made against any 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 mystery shop the Card Partners’ business and to take any further action it considers appropriate based on the mystery shop results.

7.2. The Card Partner shall not, without Farmlands prior written consent, process any Sales Invoice for goods or services unless delivery to the Cardholder will be completed within one month of the date of the transaction.

 

8. CARD PRESENT TRANSACTIONS

8.1. The Manual Floor Limit for Card Present transactions is $10,000 (including GST).

8.2. An Authorisation must be sought from Farmlands Customer Hub unless:

i. payment is transacted via the EFTPOS network, requiring the Cardholder to swipe the Card using an EFTPOS terminal and enter the correct PIN number to validate the transaction or,

ii. Authorisation is gained from an Approved Payment Gateway. The Card Partner must adhere to the Approved Payment Gateway terms and conditions and any additional requirements as advised by Farmlands from time to time.

8.3. All other transactions over the Manual Floor Limit must be Authorised by the Farmlands Support Centre before the sale can proceed.

8.4. In each case where a Cardholder presents a Valid Card, the Card Partner will complete the transaction:

i. only after checking that the signature on the Sales Invoice appears to be the same as the signature appearing on the Card.

ii. by requiring the Cardholder to swipe the Card using an EFTPOS terminal and enter the correct PIN number to complete the transaction.

iii. by completing any additional validation requirements notified by an Approved Payment Gateway.

iv. If identification is uncertain, or if the Card Partner questions the validity of the Card, or suspects fraudulent use of the Card, the Card Partner shall seek Authorisation from Farmlands or decline the transaction.

8.5. In each case where a Cardholder presents an unsigned Card, or a Card signed more than once, or the person presenting the Card is not the Card Owner, the Card should not be accepted as payment.

 

9.  CARD NOT PRESENT TRANSACTIONS

9.1. All Card Not Present transactions must be Authorised by the Farmlands Customer Hub prior to the sale proceeding unless:

i. Authorisation is gained from an Approved Payment Gateway. The Card Partner must adhere to the Approved Payment Gateway terms and conditions and any additional requirements as advised by Farmlands from time to time.

ii. The following requirements apply to each transaction:

1.  the Card Partner will not present a Sales Invoice to Farmlands until the Card Partner has received an approved Authorisation in accordance with the Cardholder’s instructions, dispatched the goods or performed the services to which the transaction relates;

2. the Card Partner shall ensure that the resulting Sales Invoice states that the transaction was a Card Not Present Transaction and must include the Authorisation number;

3. the transaction date will be deemed to be the day the goods are dispatched, or the services are performed;

4. the Card Partner acknowledges that receiving Authorisation for a Card Not Present transaction does not guarantee that the legitimate Cardholder is initiating the transaction or that the Card has not been stolen or fraudulently used and, if so, may result in Charge back by Farmlands as per clause 14 of these Standard Terms.

5. the Card Partner also acknowledges that in the situation of a ‘Click and Collect’ there is additional risk of fraudulent activity. As such, at the time of collection, the Card Partner must confirm the identity of the customer by verifying the details on the Farmlands Card together with any other photographic identification (ID) of the Cardholder.

6. By electing to process Card Not Present Transactions, the Card Partner accepts:

a. the increased risk of processing transactions where no Card is presented and that the Cardholder’s identity, or authority for the Card Not Present Transaction may at a later time be questioned;

b. all risks associated with processing a Card Not Present Transaction, including all costs, loss or liability incurred by the Card Partner or any other person as a consequence of the transaction.

 

10. COMPLETION OF INVOICES/CREDIT NOTES

10.1. The format of all Sales Invoices and Credit Notes must be 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 the approved format must be submitted to Farmlands for approval before use.

i. 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 the Cardholder's identification details (name and address, Card number or Transaction Reference, a brief description of the goods and/or services sold and the price including any applicable taxes and Rebates) in sufficient detail to identify the transaction.

ii. 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 include the Cardholder's identification details (name and address, Card number or Transaction Reference, a brief description of the goods returned, services cancelled, or adjustment made and the amount of credit, including any applicable taxes and Rebates), in sufficient detail to identify the original transaction.

 

11. CASH PAYMENTS

11.1. 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.

 

12. RETURNED MERCHANDISE AND ADJUSTMENTS

12.1. If 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 provide to the Support Centre a Credit Note evidencing such refund or adjustment as described at clause 10.1(ii).

 

13. SPLIT SALES

13.1. The Card Partner shall not use two or more Sales Invoices to avoid Authorisation.

 

14. CHARGEBACK OF SALES INVOICES/CREDITS

14.1. The Card Partner agrees that when any of the following conditions or situations occur, Farmlands has the right to Chargeback:

i. the Sales Invoice was raised by, or payment made to, the Card Partner in circumstances constituting a breach of any term, condition, representation, warranty or duty binding the Card Partner under this agreement;

ii. 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;

iii. any sales transaction exceeds the Manual Floor Limit without having obtained Authorisation;

iv. the Sales Invoice is shown to have been raised, accepted or endorsed improperly or without the Cardholder’s authority;

v.  the extension of credit for goods sold or services performed was in violation of law;

vi. the Sales Invoice represents part of a total transaction, which was written on two or more Sales Invoices to avoid Authorisation;

vii.  when the sales transaction calls for delivery of goods or performance of services and Farmlands produces Cardholder certification that either the goods concerned were not received or the services were not performed;

viii. the Sales Invoice was raised by the Card Partner at any time or in circumstances in which the relevant Card was not a Valid Card;

ix. when a transaction is completed via Approved Payment Gateway or a Sales Invoice is submitted after the Authorisation period as per clause 4 and in circumstance where payment cannot reasonably be made;

x.  when a transaction or Sales Invoice date is later than three (3) months.

xi. when a Sales Invoice was raised by, or payment made to, the Card Partner in circumstances when the Card transaction was declined by the Approved Payment Gateway or Card transaction requirements not followed.

 

15. RETENTION ON TITLE

15.1. 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):

i. On completion of a sales transaction pursuant to this agreement all the Card Partner’s rights under the retention of title provision shall automatically be assigned to and vest in Farmlands; and

ii. 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.

15.2. Nothing in this clause shall be construed as relieving the Card Partner from any liability to the Cardholder 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.

 

16. STOLEN/LOST CARDS

16.1. When a Card Partner is presented with a Card that is not a Valid Card, or the Card Partner believes or knows to be stolen, the following action is to be taken:

i. During Normal Working Hours:

1. the Card Partner informs the presenter of the Card, that authorisation by Farmlands is required;

2. the Card Partner immediately informs the Support Centre of the situation;

3. the Support Centre:

a. will confirm whether the Card is an active Card;

b. may ask to speak to the person presenting the Card; and

c. may 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.

ii. Outside Normal Working Hours:

1. the Card Partner shall not provide any goods or services to the Cardholder;

2. the Card Partner informs the presenter of the Card, that Authorisation by Farmlands is required; and

3. the Card Partner notifies Farmlands at the opening of the first working day following.

In either of the foregoing, the Card Partner shall not resort to any physical means to relieve the person of the Card and or avoid by putting themselves or others in harm’s way. Further the Card Partner shall indemnify Farmlands fully in respect of any damages or expenses which Farmlands may suffer as a result of any such action which may be taken by the Card Partner.

 

17. CARD PARTNER PAYMENTS

17.1. Farmlands will pay to the Card Partner the retail price of all properly authorised and valid transactions less:

i. the negotiated Rebate and Administration Fee set out in this agreement; and

ii. the amount of authorised Credit Notes for that month, no later than the 26th day of the new month following the date of the Sales Invoices, or the next working day if the 26th day of the new month falls on a Saturday, Sunday or public holiday, provided the relevant Sales Invoices and Credit Notes comply with these Standard Terms and are received by the close of business on the first working day of the new month following the transactions (Final Invoice Date).

17.2. The Card Partner further agrees that time is of the essence and that Farmlands is not obliged to pay any Sales Invoices that are:

i. received after the Final Invoice Date; or

ii. illegible, incomplete or supplied with insufficient information at the time of the Final Invoice Date; or

iii. related to the Authorisation period which has been exceeded.

17.3. Farmlands may apply any payment due by Farmlands to the Card Partner or any of its related entities, in reduction of amounts owed by the Card Partner (in any capacity) to Farmlands.

 

18. INTELLECTUAL PROPERTY AND PROMOTIONS

18.1. Farmlands retains the exclusive right, title and interest in its Intellectual Property. The Card Partner will not use Farmlands’ Intellectual Property without Farmlands’ prior consent.

18.2. Any exclusive Cardholder sales and promotions activities by the Card Partner shall utilise Farmlands’ marketing channels.

18.3. 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.

 

19. PRIVACY AND INFORMATION SECURITY

19.1. The Card Partner shall have in place an information security programme that is reasonably designed to:

i. ensure the security and confidentiality of Cardholder information;

ii. protect against any anticipated threats or hazards to the security or integrity of such Cardholder information;

iii. protect against unauthorised access to or use of such Cardholder information that could result in substantial material harm to Farmlands or any of its Cardholders; and

iv. ensure the proper disposal of such Cardholder information.

19.2. The Card Partner must not use any Card or Cardholder information for any purpose other than for processing properly authorised and valid sales of its goods and/or services.

19.3. The Card Partner authorises Farmlands to disclose information about the Card Partner appearing on the Farmlands’ Card Partner directory (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.

19.4. Retention of Card Information:

The Card Partner shall not retain, store, or record Farmlands Card information (including but not limited to card numbers, expiry dates, and cardholder names) obtained through scanning, manual recording, or any other means, except in the following circumstances:

i. The Card information is retained in a tokenised digital form that meets industry-standard security protocols; or

ii. The Cardholder has provided explicit written consent for the retention of their Card information, and such consent has been communicated to and approved by Farmlands.

Any retention of Card information must comply with Privacy Act 2020 and other relevant data protection laws and regulations in New Zealand. The Card Partner shall immediately cease any non-compliant retention practices upon the effective date of this clause and securely destroy any previously retained Card information that does not meet the above criteria.

 

20. CONSUMER GUARANTEES ACT

20.1. The parties agree that goods and services are supplied under this agreement for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply.

 

21. DISPUTE RESOLUTION

21.1. A party will notify the other party if it considers a dispute has arisen in connection with this agreement.

21.2. Good faith negotiations and escalation: In the first instance, the dispute shall be referred to a meeting of the Farmlands and Card Partner relationship managers who have primary responsibility for the relationship between the parties. The parties will hold that meeting within 14 days of notification of the dispute and attempt to resolve the dispute in good faith. If the dispute cannot be resolved within a further 7 days it shall be escalated to a meeting of the Farmlands General Manager Card and the Chief Executive Officer of the Card Partner, or their delegates (who shall be given authority to resolve the dispute), such meeting to be held within a further 14 days.

21.3. Mediation: If the Farmlands General Manager Card and Chief Executive Officer of the Card Partner are unable to resolve the dispute, either party may require the dispute to be resolved by mediation, to be conducted by a mediator appointed by the parties (or if they cannot agree by the chairperson of the Resolution Institute).

21.4. The parties will follow the procedure set out in this clause to attempt to resolve any dispute before commencing Court proceedings.

21.5. The parties shall each continue to perform their obligations under this agreement as far as possible as if no dispute had arisen and pending final settlement of any dispute.

21.6. Nothing in this clause prevents either party from seeking an urgent interim remedy from the Courts.

 

22. TERM OF AGREEMENT

22.1. 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 giving not less than 21 days' prior written notice. If this agreement is not terminated, it shall continue in force for additional 12-month periods until terminated in accordance with this agreement on the same or similar terms as this agreement unless otherwise agreed between the parties (each acting reasonably).

 

23. TERMINATION

23.1. Farmlands may terminate this agreement immediately by notice in writing if:

i. the Card Partner does not fulfil any one or more of its obligations under this agreement and that breach is not remedied 14 days after notice requiring the breach to be remedied;

ii. if circumstances arise which may have a material adverse effect on the Card Partner's business, assets or financial condition or its ability to perform its obligations under this agreement;

iii. the Card Partner acts fraudulently or illegally in relation to the agreement or processes any transaction that it knows or ought to have known was fraudulent; or

iv. the Card Partner commits an act of bankruptcy, is placed in liquidation, receivership, voluntary administration or statutory management, is insolvent or ceases to carry on a substantial part of its business or makes any composition or arrangement with its creditors or has execution levied upon all or any part of its assets (except where the execution is contested in good faith or if within 7 days after it is levied, payment is made in full to the judgement creditor in question of all amounts owing to such judgement creditor).

23.2. Farmlands may terminate this agreement for convenience by giving 21 days' prior written notice.

23.3. All obligations of the Card Partner incurred or existing under this agreement as at the date of termination shall survive such termination including the Card Partner’s agreement not to undertake any action that could harm Farmlands’ reputation. This agreement shall be binding on the parties and their successors or assignees. In the event of any suit, action or appeal arising under this agreement, the prevailing party shall be entitled to reasonable legal fees plus costs, including legal costs on a solicitor client basis.

23.4. If this agreement is terminated, for whatever reason, the Card Partner agrees to:

i. immediately cease accepting Farmlands Cards for the sale of its goods and/or services; and

ii. securely destroy any Card related documents and information provided by Farmlands which the Card Partner has in their possession (other than that concerning their Sales Invoice and Credit Note records) including without limitation the Whitelist and stationery and promotional material, including the decal insignia and signage.

 

24. NO ASSIGNMENT

24.1. The Card Partner will not directly or indirectly transfer, assign or subcontract its rights, interests or obligations under this agreement without Farmlands' prior written consent (not to be unreasonably withheld). A change in the Card Partner's effective ownership or control will be deemed to be an assignment for the purposes of this clause.

 

25. NO WAIVER

25.1. 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.

 

26. FORCE MAJEURE

26.1.  Farmlands shall not be liable for any issues beyond its reasonable control.

 

27. LIMITATION OF LIABILITY

27.1. 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.

 

28. INDEMNITY

28.1. 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.

 

29. RELATIONSHIP

29.1. 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.

 

30. VARIATION

30.1 Farmlands may in its absolute discretion amend these Standard Terms at any time by mailing or delivering notice to the Card Partner or by publishing the amended terms on its website www.farmlands.co.nz. The change will take effect from the date specified by Farmlands in the notice or the date the amended Standard Terms are published on its website. Farmlands may at its discretion agree to a variation of the Standard Terms by signing a written variation. If this agreement includes any written variation to the Standard Terms, those varied terms may only be varied by written agreement between both parties.