Intalink Limited — Terms of Trade

1.1 These terms of trade (Terms) apply to every supply of goods and/or services by INTALINK LIMITED, NZBN 9429053474643 (INTALINK, we, us, our) to any customer or potential customer (you, the Customer), including direct sales, buyer sourcing services, seller assisted sales, facilitated transactions, and related services.

1.2 These Terms prevail over any inconsistent terms in your purchase order, enquiry, email, online form, or other document, unless we expressly agree otherwise in writing.

1.3 By placing an order, accepting a quote, asking us to source goods, asking us to assist with a sale, registering possible goods for sale, accepting delivery, paying an invoice, or otherwise engaging us, you accept these Terms.

1.4 We may update these Terms by written notice, including email or by publishing updated Terms on our website. Updated Terms apply to new orders, new sourcing requests, new seller assisted sale requests, and new transactions after the notice or publication date.

1.5 We do not currently offer equipment hire under these Terms. Any future hire of scaffold or related equipment will require separate written hire terms agreed by us.

1.6 If there is any inconsistency between these Terms and a written quote, order confirmation, sale confirmation, sourcing confirmation, seller assisted sale confirmation, or invoice issued by us, the more specific written confirmation applies to that transaction.

2.1 Australian Export Sale means a sale, sourcing arrangement, or facilitated transaction involving goods supplied, sourced, or arranged from New Zealand for a customer based in Australia or for import into Australia.

2.2 Buyer Sourcing Service means a service where you ask us to locate, identify, negotiate, arrange, or help source goods for you.

2.3 Direct Sale means a transaction where we sell goods to you as principal, whether the goods are owned by us, purchased by us for resale, or otherwise supplied by us as seller.

2.4 Facilitated Transaction means a transaction where we introduce, connect, negotiate, coordinate, or assist a transaction between a buyer and a third-party seller, without becoming the seller of the goods unless we expressly agree otherwise in writing.

2.5 Goods means scaffold, edge protection, formwork, temporary works equipment, components, parts, accessories, stillages, pallets, related equipment, and any other goods we sell, source, arrange, or assist with.

2.6 New Goods means goods that are described by us in writing as new goods. Goods are not New Goods merely because they are unused by you.

2.7 Used Goods means goods that have been previously owned, used, installed, stored, transported, repaired, altered, painted, galvanised, exposed to site conditions, mixed with other goods, or otherwise described by us as used, second-hand, surplus, ex-hire, ex-site, or pre-owned.

2.8 Sale Confirmation means any written confirmation issued or accepted by us that records the transaction type, goods, price, fee, delivery point, payment terms, and any special conditions. A quote, invoice, order confirmation, sourcing confirmation, or seller assisted sale confirmation may be a Sale Confirmation.

2.9 Seller Assisted Sale means a service where a seller asks us to quietly assist with the possible sale of goods, including by registering possible goods for sale, identifying possible buyers, communicating with buyers, coordinating inspections, negotiating, or helping arrange a transaction.

2.10 Seller Interest Register means our internal register, database, list, or records of sellers who may be interested in selling goods now or in the future, whether or not they have committed to a price or committed to sell.

2.11 Third-Party Seller means any seller of goods other than INTALINK.

3.1 The role we perform may differ from transaction to transaction. We may act as direct seller, buyer sourcing provider, introducer, facilitator, negotiator, coordinator, or seller assisted sale provider.

3.2 The role we are performing for a transaction will be determined from our written quote, Sale Confirmation, invoice, email confirmation, or other written agreement.

3.3 Unless we expressly agree otherwise in writing, we are not the manufacturer, importer, installer, engineer, certifier, valuer, insurer, freight carrier, finance provider, trustee, escrow agent, or safety inspector for any goods.

3.4 Any market guidance, pricing guidance, condition comments, commercial feedback, photos, descriptions, estimated values, or buyer/seller feedback we provide is general commercial information only. It is not legal, accounting, tax, valuation, insurance, engineering, safety, or compliance advice.

3.5 You must obtain your own advice where needed, including legal, tax, accounting, engineering, workplace safety, import, freight, insurance, and compliance advice.

4.1 Quotes are valid for 30 days from the date given, unless stated otherwise, and are subject to availability, prior sale, change in seller position, and correction of genuine errors or omissions.

4.2 All orders and requests are subject to our acceptance and, where applicable, our satisfaction with your credit status, identity, authority, and transaction information. We may decline or cancel any order or request at our discretion, without liability to you.

4.3 Once accepted, an order, Direct Sale, sourcing request, or seller assisted sale instruction may not be cancelled or changed except with our written agreement and on any conditions we specify.

4.4 You are responsible for ensuring all information you provide to us is accurate, complete, current, and not misleading. This includes quantities, descriptions, photos, ownership details, GST status, security interests, buyer requirements, delivery information, and compliance information.

4.5 We may require a deposit, sourcing fee, holding fee, inspection fee, freight deposit, or payment in advance before we accept an order, begin sourcing, reserve goods, arrange inspection, arrange freight, or release information.

5.1 Where the transaction is a Direct Sale, the price is as quoted or invoiced at the date of order acceptance, plus GST and any applicable duties, levies, freight, packaging, cleaning, inspection, certification, storage, or other charges.

5.2 Unless we expressly agree otherwise in writing, payment for Direct Sale goods is required in cleared funds before dispatch or collection.

5.3 Risk in Direct Sale goods passes to you on dispatch from our premises, yard, supplier, freight depot, port, or other agreed dispatch point, or on collection by you or your carrier, whichever occurs first.

5.4 Title in Direct Sale goods does not pass to you until we have received payment in full, in cleared funds, for those goods and all other amounts owing by you to us.

5.5 Until title passes, you must not sell, charge, encumber, dispose of, alter, mix, or otherwise deal with the goods without our written consent. You must keep the goods identifiable as ours, store them separately where practicable, and insure them for full replacement value.

5.6 If payment is not made when due, we may recover or repossess Direct Sale goods to which title has not passed, and you authorise us and our representatives to enter any premises or site where the goods may be located for that purpose, to the extent permitted by law.

5.7 We are not required to accept returns of Direct Sale goods unless we expressly agree in writing or are required to do so by law.

6.1 Most goods supplied, sourced, or facilitated by us may be Used Goods unless expressly described by us in writing as New Goods.

6.2 Used Goods are sold, sourced, or facilitated in the condition described in the relevant quote, listing, photos, inspection report, Sale Confirmation, invoice, or other written description, subject to any rights that cannot lawfully be excluded.

6.3 Used Goods may have wear, previous use, repairs, repainting, galvanising, faded markings, missing labels, mixed batches, site exposure, rust staining, concrete residue, transport marks, minor bends, missing components, or other condition issues consistent with used scaffold or related equipment.

6.4 Photos, videos, counts, lists, and descriptions are provided to assist with identification only and may not show every item, defect, mark, component, batch variation, or condition issue. Written Sale Confirmations and final agreed quantities prevail over general photos or marketing material.

6.5 You must inspect goods, or arrange for a competent person to inspect goods, before purchase, collection, dispatch, installation, or use. You are responsible for satisfying yourself as to quantity, condition, compatibility, compliance, safety, value, and suitability.

6.6 For Direct Sale goods, you must notify us in writing within 2 working days of delivery or collection of any visible shortage, delivery damage, or obvious issue. Any latent defect must be notified to us promptly after discovery.

6.7 Failure to notify us within 2 working days of a visible shortage, delivery damage, or obvious issue will be treated as acceptance that the goods were delivered or collected in the quantity shown on the delivery documents and without visible delivery damage or obvious issue.

6.8 Clause 6.7 does not deem Used Goods to be new, complete, compliant for your site, or fit for any particular purpose.

6.9 Unless we expressly agree otherwise in writing, any inspection report arranged by us is a visual or commercial inspection only. It is not engineering certification, design certification, product certification, site certification, or a guarantee that the goods are compliant or suitable for your intended use.

7.1 Where you ask us to find goods for you, we may act as a sourcing provider, introducer, negotiator, facilitator, coordinator, or Direct Sale seller, depending on what we agree in writing for that transaction.

7.2 A Buyer Sourcing Service may result in a Direct Sale by us, a Facilitated Transaction between you and a Third-Party Seller, or no transaction.

7.3 We do not guarantee that suitable goods will be available, that a seller will agree to sell, that a seller will accept your price, that goods will be available within your timeframe, or that goods will meet your requirements unless we expressly agree otherwise in writing.

7.4 You must give us accurate and complete information about what you are seeking, including system type, quantities, location, timing, budget, condition expectations, compliance requirements, freight requirements, and any other important requirements.

7.5 If we locate possible goods, you remain responsible for inspecting and satisfying yourself as to quantity, condition, compatibility, compliance, safety, value, and suitability before completing any transaction.

7.6 If we buy goods and resell them to you, the transaction is a Direct Sale and the Direct Sale terms apply.

7.7 If we introduce you to, or facilitate a transaction with, a Third-Party Seller, the transaction is a Facilitated Transaction unless we expressly agree in writing to buy and resell the goods ourselves.

7.8 Our sourcing fee, facilitation fee, commission, margin, inspection coordination fee, freight coordination fee, or other charge will be as agreed in writing. Unless we agree otherwise, our fee is payable once a transaction is introduced, agreed, completed, or later completed with a party or goods introduced by us.

8.1 Where you ask us to assist with a possible sale of goods, we may record your goods, requirements, preferred timing, possible motivation to sell, target price, indicative price range, photos, quantities, location, and any other relevant information in our Seller Interest Register.

8.2 Registering a possible interest to sell does not require you to commit to a price, accept any buyer, or complete any sale unless and until you accept an offer or sign or confirm a Sale Confirmation in writing.

8.3 You may tell us that you are only open to selling if a suitable buyer, suitable price, or cleared funds are available. We may approach you with buyer enquiries, but you remain free to decline unless you have already accepted a binding offer or Sale Confirmation.

8.4 Unless we expressly agree otherwise in writing, we do not buy the goods from you, take title to the goods, or warrant the goods to any buyer merely because we list, record, discuss, photograph, promote, or help arrange a possible sale.

8.5 You warrant that you own the goods, have authority to sell them, the goods are free from undisclosed security interests or claims, and all descriptions, quantities, photos, serial numbers, condition information, GST information, compliance information, and location information you provide to us are accurate and not misleading.

8.6 You must promptly tell us about any material defect, missing component, safety issue, recall, prohibition, finance interest, ownership dispute, theft concern, legal restriction, or other issue that may affect the goods or a buyer's decision to purchase them.

8.7 We may refuse to list, promote, source buyers for, or continue assisting with any goods at our discretion, including where we have concerns about ownership, condition, compliance, safety, accuracy of information, seller conduct, or reputational risk.

8.8 Our seller assisted sale fee, commission, margin, or other charge will be as agreed in writing. Unless we agree otherwise, our fee is payable once a transaction is introduced, agreed, completed, or later completed with a buyer, seller, goods, or opportunity introduced by us.

9.1 Where we facilitate a transaction between a buyer and a Third-Party Seller, we do not become the seller, buyer, owner, manufacturer, importer, installer, engineer, certifier, insurer, carrier, finance provider, trustee, escrow agent, or guarantor unless we expressly agree otherwise in writing.

9.2 Unless we expressly agree otherwise in writing, title to goods in a Facilitated Transaction passes directly from the Third-Party Seller to the buyer. We do not take title to goods merely because we locate them, introduce parties, negotiate, coordinate inspection, prepare paperwork, invoice our fee, assist with payment arrangements, or coordinate freight.

9.3 Any claim about ownership, title, condition, quantity, compliance, suitability, delivery, payment, or performance in a Facilitated Transaction is between the buyer and the Third-Party Seller, except to the extent caused by our fraud, wilful misconduct, or negligence.

9.4 We do not warrant the condition, quality, compliance, value, fitness, suitability, ownership, or availability of goods in a Facilitated Transaction unless we expressly give that warranty in writing.

9.5 If we agree to receive, hold, pass on, deduct from, or apply any money in connection with a Facilitated Transaction, the specific payment process must be confirmed in writing. Unless we expressly agree otherwise in writing, we may deduct our fees and costs from any amount we receive before remitting any balance.

9.6 We may require evidence of cleared funds, authority to sell, authority to buy, identity, GST status, company authority, insurance, or any other information before facilitating a transaction or releasing information.

10.1 A key part of our service is allowing buyers and sellers to remain unidentified to the other party where this is commercially practical and lawful.

10.2 If you ask to remain anonymous, we will take reasonable steps to avoid disclosing your identity to the other party unless disclosure is needed to progress, complete, invoice, deliver, verify, enforce, or resolve the transaction, or is required by law, a regulator, a court, a professional adviser, a freight provider, a debt collector, or another person reasonably involved in the transaction.

10.3 Anonymity is not an absolute guarantee. If complete non-disclosure is required, we may require the transaction to be structured as a Direct Sale or we may decline to proceed.

10.4 All buyer details, seller details, contact details, stock information, photos, pricing, availability, locations, deal terms, market information, and opportunities we provide or obtain are confidential unless we agree otherwise in writing or the information is already public through no breach of these Terms.

10.5 You must not use confidential information, introductions, buyer details, seller details, stock details, pricing, locations, or opportunities provided through us to bypass us or complete a transaction without paying our agreed fee.

10.6 If you complete a transaction, directly or indirectly, within 12 months with a buyer, seller, goods, opportunity, or contact introduced or identified by us, our agreed fee, commission, or margin remains payable, whether or not the transaction is completed through us.

10.7 You must not attempt to identify, contact, approach, or deal directly with an anonymous buyer or seller introduced through us unless we agree in writing.

10.8 You indemnify us for losses, claims, fees, and costs arising from your breach of this confidentiality, anonymity, or non-circumvention section.

11.1 Unless a different term has been approved by us in writing, payment is due within 7 days of the date of our invoice. We may require cleared payment before dispatch, release of goods, release of information, introduction, or completion of any transaction.

11.2 All prices and fees are in New Zealand dollars and exclusive of GST, duties, tariffs, levies, freight, packaging, cleaning, inspection, certification, storage, and other charges, unless stated otherwise in writing.

11.3 If we treat an export sale as zero-rated for New Zealand GST and that treatment is later unavailable, denied, reversed, or adjusted for any reason connected with the transaction, you must pay us the GST, penalties, interest, costs, and related amounts we incur, except to the extent caused by our own error.

11.4 We may grant, decline, suspend, or cancel credit terms, and set or vary credit limits, at our discretion and on written notice to you.

11.5 We may require a credit application, director or shareholder personal guarantee, deposit, payment in advance, PPSR registration, or other security as a condition of accepting or continuing any order, sourcing request, or account.

11.6 If payment is overdue, interest accrues at 2% per month, or part month, on the outstanding amount from the due date until paid in full. You must pay our reasonable collection and enforcement costs, including legal costs on a solicitor/client basis, debt collection costs, repossession costs, storage costs, and tracing costs.

11.7 You must make payment without set-off, deduction, counterclaim, or withholding unless we agree in writing or the law requires otherwise.

11.8 We may apply any payment received from you towards whichever invoice, fee, cost, or debt we choose, regardless of any instruction you give with that payment.

12.1 Unless we expressly agree otherwise in writing, you are responsible for all freight, loading, unloading, packaging, stillages, pallets, transport, insurance, storage, demurrage, detention, port, customs, inspection, cleaning, and related costs.

12.2 If we arrange freight, we do so as a coordination service only unless we expressly agree otherwise in writing. The carrier remains responsible for the carriage services it provides, and you remain responsible for freight cost and transit risk from the point risk passes under these Terms.

12.3 Delivery dates and sourcing timeframes are estimates only unless we expressly agree a fixed date in writing. We are not liable for delay caused by availability, seller conduct, buyer conduct, freight, port delays, customs, biosecurity, weather, labour issues, supply chain interruption, payment delay, inspection delay, site access, or events outside our reasonable control.

12.4 If you do not collect or accept delivery of goods when required, we may charge storage, handling, finance, freight redirection, and other costs, and risk remains with you from the original dispatch or collection date.

12.5 You must ensure suitable access, equipment, people, and authority are available for loading and unloading. We are not responsible for site delays, unsafe loading/unloading arrangements, or damage caused during loading or unloading unless caused by our negligence.

13.1 This section applies where we sell goods directly, provide goods before full payment, grant credit, reserve title, or otherwise have a security interest in goods or proceeds.

13.2 You grant us a security interest in all goods we supply to you, all proceeds of those goods, and all related rights, as security for all amounts you owe us from time to time. This security interest continues under the Personal Property Securities Act 1999 and, where applicable, the Australian Personal Property Securities Act 2009 or equivalent regime.

13.3 You must provide all information and sign all documents reasonably required to allow us to register, perfect, maintain, amend, renew, or enforce any security interest with the priority we require.

13.4 You must not do anything that may prejudice our security interest, including granting another security interest over unpaid goods, moving goods outside the agreed location, mixing goods with other goods so they cannot be identified, or disposing of goods before title has passed, unless we agree in writing.

13.5 To the extent the law allows, you waive your right to receive a verification statement for any financing statement or financing change statement registered in New Zealand, and you agree that statutory notice and consultation provisions that may otherwise apply do not apply where they can lawfully be excluded.

13.6 In a Facilitated Transaction, unless we expressly agree otherwise in writing, we are not responsible for registering, discharging, checking, or enforcing any security interest for a buyer or Third-Party Seller. Buyers and sellers should make their own PPSR or other security interest checks.

13.7 Where goods forming part of an Australian Export Sale are supplied on credit, retention of title, or other secured terms, our New Zealand security interest may need to be separately registered and perfected on the Australian Personal Property Securities Register once the goods arrive in Australia. You must, within 5 working days of the goods arriving in Australia, provide all information and sign or do all things reasonably required to allow us to register and perfect that security interest in Australia with the priority we require, and you acknowledge that our security position may be at risk until this is done.

14.1 We may agree to sell, source, or facilitate goods from New Zealand for Australian trade customers on a case-by-case basis.

14.2 Unless we expressly agree otherwise in writing, all Australian Export Sales are export sales from New Zealand. You are responsible for acting as importer of record into Australia and for all Australian import requirements, customs clearance, duties, GST, taxes, biosecurity requirements, cleaning, inspection, treatment, fumigation, permits, approvals, local transport, storage, demurrage, detention, and any other costs or requirements that apply after dispatch from New Zealand.

14.3 Unless we expressly agree otherwise in writing, risk in goods supplied, sourced, or facilitated for an Australian Export Sale passes to you when the goods are dispatched from our premises, yard, supplier, freight depot, port, or other agreed dispatch point in New Zealand, or when collected by you or your carrier, whichever occurs first.

14.4 You are responsible for confirming that goods comply with all laws, standards, codes, workplace safety requirements, engineering requirements, import rules, and site requirements that apply in the Australian state or territory where the goods will be imported, supplied, installed, or used.

14.5 We do not warrant that goods supplied, sourced, or facilitated from New Zealand are compliant for use in Australia, or suitable for any particular Australian site, project, state, territory, or purpose, unless we expressly give that warranty in writing.

14.6 Where goods are sold, sourced, or facilitated for export to Australia, you are responsible for all Australian biosecurity, cleaning, inspection, treatment, fumigation, quarantine, and re-export costs unless we expressly agree otherwise in writing.

14.7 If you require goods to be cleaned, packed, inspected, certified, treated, fumigated, or prepared in a particular way before export, you must tell us before the transaction is confirmed. Any such work will be charged separately unless included in our written quote or Sale Confirmation.

14.8 We are not liable for delay, rejection, cleaning costs, inspection costs, treatment costs, storage costs, demurrage, detention, re-export costs, penalties, lost profit, lost opportunity, or other loss caused by Australian customs, biosecurity, quarantine, import, freight, port, or local compliance requirements.

14.9 We do not hire goods into Australia. Goods must not be removed from New Zealand under any hire arrangement unless we have entered separate written hire terms expressly allowing that arrangement.

14.10 Nothing in these Terms excludes any right, guarantee, or remedy under the Australian Consumer Law that cannot lawfully be excluded. You confirm that, unless you tell us otherwise in writing before the transaction is confirmed, you acquire goods and services for trade or business purposes and not for personal, domestic, or household use.

14.11 For Australian Export Sales, the notification periods in clauses 6.6 and 6.7 are extended from 2 working days to 5 working days, running from the date the goods are received at the delivery address in Australia, to allow for export transit, freight, and customs clearance time.

15.1 You acknowledge your duties under all applicable health and safety laws, including the Health and Safety at Work Act 2015 in New Zealand and any equivalent Australian state or territory laws where applicable.

15.2 You must ensure goods are inspected, installed, altered, dismantled, transported, stored, and used only by competent and suitably trained people, in accordance with all applicable laws, manufacturer guidance, site requirements, engineering requirements, and good industry practice.

15.3 You must inspect goods before use and must not use any goods that are damaged, incomplete, incompatible, unsuitable, unsafe, or non-compliant.

15.4 You must not mix scaffold or edge protection systems, components, or parts unless a competent person has confirmed that the mixed system is safe, compatible, compliant, and suitable for the intended use.

15.5 You must notify us promptly of any incident, hazard, suspected defect, safety concern, recall issue, compliance issue, or claim involving goods supplied, sourced, or facilitated by us.

15.6 You are responsible for ensuring any final scaffold, edge protection, temporary works, or related installation is safe, inspected, tagged, certified where required, and fit for purpose.

16.1 Unless we expressly agree in writing to provide site-specific engineering, design, producer statements, calculations, or certification, we supply, source, or facilitate goods only.

16.2 We are not responsible for the suitability, design, load capacity, tie pattern, foundation, wind loading, method of erection, method of use, or site-specific compliance of any scaffold, edge protection, temporary works, or related installation.

16.3 You are responsible for obtaining any necessary engineering advice, design advice, producer statements, certifications, permits, inspections, and approvals.

16.4 Any component counts, package suggestions, or layout comments we provide are indicative only unless we expressly agree in writing to provide a formal design or engineering service.

17.1 For New Goods directly sold by us, any warranty is limited to the warranty stated in our quote, invoice, Sale Confirmation, or manufacturer documentation. If no warranty is stated, no additional INTALINK warranty is given except for rights that cannot lawfully be excluded.

17.2 Used Goods are not warranted as new, unused, complete, free from wear, compliant for your site, or fit for any particular purpose unless we expressly agree in writing.

17.3 Any warranty we give does not cover normal wear and tear, misuse, overloading, incorrect storage, incorrect transport, incorrect installation, lack of maintenance, unauthorised repair or alteration, mixing with other systems, corrosion after delivery, site damage, or use other than as directed or intended.

17.4 Where you acquire goods or services from us in trade and for business purposes, you agree, to the extent permitted by law, that the Consumer Guarantees Act 1993 does not apply.

17.5 Where both parties are in trade, you agree, to the extent permitted by law, to contract out of sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986, and the parties agree that it is fair and reasonable to do so having regard to the commercial nature of the transaction and the opportunity to obtain advice.

17.6 Nothing in these Terms excludes or limits any guarantee, right, remedy, representation, or liability that cannot lawfully be excluded or limited, including under the Consumer Guarantees Act 1993, Fair Trading Act 1986, Australian Consumer Law, or any other applicable law.

17.7 You must not make any representation about goods, sellers, buyers, availability, condition, price, compliance, source, or suitability that is false, misleading, or inconsistent with information provided by us in writing.

18.1 To the maximum extent permitted by law, our liability for any claim arising out of or relating to these Terms, goods, services, Direct Sales, Buyer Sourcing Services, Seller Assisted Sales, Facilitated Transactions, Australian Export Sales, or any related matter is limited, at our choice, to one or more of the following:

• the price paid to us for the relevant goods or services;
• the amount of our fee, commission, or margin for the relevant transaction;
• the cost of repairing or replacing the relevant goods, where we directly sold those goods; or
• your actual proven direct loss,

whichever is lowest.

18.2 We are not liable for indirect, special, consequential, punitive, or economic loss, including loss of profit, loss of revenue, loss of opportunity, loss of contract, downtime, delay costs, liquidated damages, penalties, reputational loss, or business interruption, even if we have been advised such loss was possible.

18.3 You indemnify us against claims, losses, liabilities, damages, costs, and expenses arising from your breach of these Terms, inaccurate or misleading information you provide, your use or misuse of goods, your failure to inspect goods, your failure to comply with laws, your breach of confidentiality or non-circumvention obligations, or any claim by a third party arising from your conduct, except to the extent caused by our negligence, fraud, or wilful misconduct.

18.4 Any claim against us must be notified in writing as soon as reasonably practicable after you become aware of the matter giving rise to the claim. Delay in notification may reduce or exclude our liability to the extent the delay prejudices us.

18.5 We are not liable for any failure or delay caused by events outside our reasonable control, including supplier failure, seller withdrawal, buyer withdrawal, freight delay, port delay, customs delay, biosecurity delay, weather, natural disaster, labour shortage, industrial action, fire, theft, cyber incident, pandemic, government action, or supply chain interruption.

19.1 You are in default under these Terms if any payment is overdue, you breach these Terms, information you provide is materially inaccurate or misleading, you become insolvent, you face liquidation, receivership, voluntary administration, statutory management, or a similar process, there is a material change in your ownership or control, or we reasonably believe you may not meet your obligations.

19.2 If you are in default, we may, without limiting our other rights, suspend work, withhold goods, withhold introductions, withhold information, cancel or suspend credit, require payment in advance, charge interest and costs, cancel any uncompleted transaction, recover goods, enforce security, and recover our losses.

19.3 On default or termination, all amounts you owe us become immediately payable.

19.4 Termination or completion of a transaction does not affect rights or obligations intended to continue, including confidentiality, non-circumvention, payment, security interests, liability limitations, indemnities, and dispute provisions.

20.1 We may collect, use, hold, and disclose personal information, business information, and credit information about you, your directors, shareholders, guarantors, employees, representatives, buyers, sellers, and other relevant people to provide goods and services, assess creditworthiness, verify identity and authority, maintain our Seller Interest Register, source buyers or sellers, facilitate transactions, arrange freight, recover debts, enforce rights, and meet legal obligations.

20.2 We may disclose information to buyers, sellers, freight providers, inspection providers, credit reporting agencies, debt collection agencies, insurers, professional advisers, financiers, regulators, courts, and other parties reasonably required for the purposes in clause 20.1.

20.3 Where you provide us with personal information about another person, you warrant that you are authorised to provide that information and that the person has been made aware of the purposes for which it may be used and disclosed.

20.4 We will handle personal information in accordance with the Privacy Act 2020 and our Privacy Policy, once published or provided.

21.1 All INTALINK names, logos, branding, website content, forms, processes, documents, templates, photos, listings, market information, and other intellectual property created or owned by us remain our property or the property of our licensors.

21.2 You must not use the INTALINK name, branding, documents, listings, photos, or related intellectual property without our prior written consent, which may be withheld or withdrawn at any time.

21.3 You grant us permission to use photos, descriptions, quantities, and other information you provide to us for the purpose of supplying goods or services, sourcing buyers or sellers, facilitating transactions, or promoting goods, provided we take reasonable steps to preserve anonymity where agreed.

22.1 If a dispute arises, either party may give written notice describing the dispute. The parties must first try to resolve the dispute in good faith through direct discussion between people with authority to resolve it.

22.2 If the dispute is not resolved within 10 working days of the notice in clause 22.1, either party may refer the dispute to mediation before a mediator agreed between the parties, or if the parties cannot agree, a mediator appointed by the Resolution Institute (or its successor). The parties must attend mediation in good faith before either party commences court proceedings, except as permitted by clause 22.3.

22.3 Nothing in this section prevents us from taking urgent action to recover unpaid amounts, protect confidential information, enforce non-circumvention obligations, register or enforce a security interest, recover goods, or seek urgent court relief.

22.4 You must continue to pay all undisputed amounts when due, despite any dispute.

23.1 These Terms, together with any credit application, guarantee, quote, Sale Confirmation, invoice, and other written confirmation issued or accepted by us, form the agreement between us for the relevant transaction.

23.2 New Zealand law governs these Terms and all transactions unless we expressly agree otherwise in writing. The New Zealand courts have non-exclusive jurisdiction, including for Australian Export Sales and transactions involving Australian customers.

23.3 If any part of these Terms is invalid, illegal, or unenforceable, the remainder continues to apply to the maximum extent possible.

23.4 You may not assign or transfer your rights or obligations under these Terms without our written consent. We may assign, transfer, or novate our rights and obligations at any time, provided doing so does not materially prejudice your existing rights.

23.5 Our failure to enforce any provision of these Terms is not a waiver. Any waiver must be in writing to be effective.

23.6 A reference to writing includes email and other electronic communication. Notices may be given by email and are treated as received on the day sent, unless sent after 5pm or on a non-working day in the recipient's location, in which case they are treated as received on the next working day.

23.7 Registered Office / Notices Address: PO Box 5162, Mount Maunganui South, 3149, New Zealand.

23.8 Contact: 027 560 0247 | office@intalink.co.nz | www.intalink.co.nz.