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

Please read the following Standard Terms carefully.  They apply to all Card transactions from 26/08/2020.

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 Online Card Transaction means an Online Card Transaction where the response text field in the payment response from the Approved Payment Gateway is “APPROVED”.
   Approved Payment Gateway means a Farmlands approved e-commerce application service provider that authorises Farmlands Cards for Online Card Transactions.
   Authorisation means seeking specific authorisation from the Support Centre to draw 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:
   (a) uses their Card online as a method of payment for the sale of goods or services via an Approved Payment Gateway (Online Card Transaction); or
   (b) seeks to transact remotely with the Card Partner including but not limited to transactions by mail order and telephone order.
   Credit Note means a note evidencing a refund or an adjustment of a transaction arising from a previous Sales Invoice.
   Approved E-Commerce Transaction Reference means the numeric reference provided by an Approved Payment Gateway for an Approved Online Card Transaction.
   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.
   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 7:30am - 5:30pm and Saturday from 9:00am - 12:30pm.
   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’ support centre located at 84 Cumberland Street, Dunedin 9016, New Zealand, Phone number 0800 200 600.
   Valid Card means a 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
   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
   Farmlands may amend these Standard Terms in accordance with clause 29. 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. AUTHORISATION
   If the total amount of any transaction exceeds the Floor Limit, or if the Card Partner has reason to question the validity of the Card or the identification of the Cardholder, the Card Partner will obtain Authorisation. When seeking Authorisation the Card Partner shall 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.
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. HONOURING CARD
   (a) Subject to clauses 4 and 5, the Card Partner shall promptly honour any Valid Card, when properly presented, by Cardholders for transactions. No additional charge or payment will be made. 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.
   (b) The Card Partner shall not, without Farmlands prior written consent, process any transactions for goods or services unless delivery to the Cardholder will be completed within one month of the date of the transaction.
7. CARD PRESENT TRANSACTIONS
   (a) 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. 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 or decline the transaction; or
   (ii) by requiring the Cardholder to swipe the Card using an EFTPOS terminal and enter the correct PIN number to complete the transaction.
   (b) The Floor Limit for Card Present transactions is $10,000 (including GST).
   (c) In each case where a Cardholder presents an unsigned Card, or a Card signed more than once the Card Partner shall seek Authorisation and may not complete a transaction using the Card unless authorised by Farmlands.
8. CARD NOT PRESENT TRANSACTIONS
   (a) For Card Not Present Transactions the Card Partner shall either obtain Authorisation or, for Online Card Transactions, an Approved E-Commerce Transaction Reference (whichever is applicable) and the following requirements apply to each transaction:
   (i) the Card Partner will not present a Sales Invoice to Farmlands until the Card Partner has, received the Authorisation number or Approved E-Commerce Transaction Reference (whichever is applicable) and in accordance with the Cardholder’s instructions, dispatched the goods or performed the services to which the transaction relates;
   (ii) the Card Partner shall ensure that the resulting Sales Invoice states that the transaction was a Card Not Present Transaction and includes the Authorisation number or Approved E-Commerce Transaction Reference (whichever is applicable);
   (iii) the transaction date will be deemed to be the day the goods are dispatched, or the services are performed; and
   (iv) the Card Partner acknowledges that receiving Authorisation or Approved E-Commerce Transaction Reference 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 a recourse request form from Farmlands as per clause 13 of these Standard Terms.
   (b) By electing to process Card Not Present Transactions, the Card Partner accepts:
   (i) 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;
   (ii) 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; and
   in the case of Online Card Transactions, the Card Partner must:
   (iii) obtain Farmlands’ prior approval to accept Online Card Transactions;
   (iv) integrate with an Approved Payment Gateway; and
   (v) adhere to Farmlands Online Card Transaction requirements and any additional requirements as advised by Farmlands from time to time.
9. COMPLETION OF INVOICES/CREDIT NOTES
   (a) 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, 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, 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.
10. CASH PAYMENTS
    (a) 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.
11. RETURNED MERCHANDISE AND ADJUSTMENTS
    (a) 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 9(c).
12. SPLIT SALES
    (a) The Card Partner shall not use two or more Sales Invoices to avoid Authorisation.
13. RECOURSE ON SALES INVOICES/CREDITS
    (a) 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 calculated on a daily basis from the date of demand to the date of payment at a rate of 5% above ASB Bank’s current corporate indicator lending rate:
    (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 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) the Whitelist is supplied to the Card Partner and the Card Partner fails to meet their obligations under clause 5; or
    (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 Online Card Transaction was declined by the Approved Payment Gateway.
14. RETENTION ON TITLE
    (a) 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.
    (b) 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.
15. STOLEN/LOST CARDS
    (a) 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:
    (A) the Card Partner informs the presenter of the Card, that authorisation by Farmlands is required;
    (B) the Card Partner immediately informs the Support Centre of the situation;
    (C) 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;
    (iv) unless specifically authorised by Farmlands, the Card Partner shall not provide any goods or services to the Cardholder.
    (b) Outside Normal Working Hours:
    (i) the Card Partner shall not provide any goods or services to the Cardholder;
    (ii) the Card Partner informs the presenter of the Card, that authorisation by Farmlands is required; and
    (iii) 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. 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.
16. CARD PARTNER PAYMENTS
    (a) 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).
    (b) 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.
    (c) 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.
17. INTELLECTUAL PROPERTY AND PROMOTIONS
    (a) 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.
    (b) Any exclusive Cardholder sales and promotions activities by the Card Partner shall utilise Farmlands’ marketing channels.
    (c) 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.
18. PRIVACY AND INFORMATION SECURITY
    (a) 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.
    (b) 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.
    (c) The Card Partner authorises Farmlands to disclose 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.
19. CONSUMER GUARANTEES ACT
    (a) 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.
20. DISPUTE RESOLUTION
    (a) A party will notify the other party if it considers a dispute has arisen in connection with this agreement.
    (b) 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.
    (c) 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 LEADR).
    (d) The parties will follow the procedure set out in this clause to attempt to resolve any dispute before commencing Court proceedings.
    (e) 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.
    (f) Nothing in this clause prevents either party from seeking an urgent interim remedy from the Courts.
21. TERM OF AGREEMENT
    (a) 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).
22. TERMINATION
    (a) 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).
    (b) Farmlands may terminate this agreement for convenience by giving 21 days' prior written notice.
    (c) 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.
    (d) 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.
23. NO ASSIGNMENT
    (a) 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.
24. NO WAIVER
    (a) 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.
25. FORCE MAJEURE
    (a) Farmlands shall not be liable for any issues beyond its reasonable control. 
26. LIMITATION OF LIABILITY
    (a) 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.
27. INDEMNITY
    (a) 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.
28. RELATIONSHIP
    (a) 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.
29. VARIATION
    (a) 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.