Right To Use Application Pack
Our Mission
Contents
“To use our global identification systems and standards to improve the supply and demand chain in New Zealand”
3 Who is GS1 New Zealand? 4 – 6 What products and services are available to you from GS1 New Zealand? 6 Fee and benefit schedule 7 GS1 New Zealand Right to Use 8 Application Form 9 Additional Information Required 10 How to work out how many GTINs (bar code numbers) your organisation requires 11 Frequently asked questions
Our Role • Develop global, open multi-sectoral standards • Train and educate on the standards • Promote and help to implement the standards, thus facilitating best practice
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12 Annex to Terms and Conditions Use of GS1 Numbers 13 – 14 Terms & Conditions of Trade
Who is GS1 New Zealand?
GS1 New Zealand is a not-for-profit, incorporated society that is part of a global network of numbering organisations that exist to develop standards for supply chain management and electronic commerce. The GS1 system supports more than one million member organisations around the world and services the membership base in over 120 countries. The success of the GS1 system comes from its global reach. When 12 European countries formed a council in 1974 they set out to develop a standard article numbering system for Europe, based on the system established by the Uniform Code Council in the USA two years earlier. The system emerged and was soon improving efficiency to businesses of all sizes. Acceptance of the system in Europe was so strong that countries all around the world soon adopted the system, and today use of the system is often a prerequisite for trading.
GS1 provides a common language for trade and commerce worldwide that is adaptable to virtually all industrial and commercial sectors. GS1 numbers, represented as bar codes, can identify all products for sale, trade or transport and are used to monitor and control the flow of goods from supplier to customer. The system is useable at all points in the supply chain, from the handling of raw materials through to point of sale. It can be used in manufacturing, distribution, warehousing and retail, enabling the automated collection and validation of data. The system offers a way to capture and communicate vital management information in a more efficient, more accurate, and more timely manner. Businesses, industry and government implement electronic commerce solutions using the GS1 system to significantly enhance supply chain management at local, national and international levels. The agreed aim of all GS1 organisations is to develop globally compatible standards to increase
business efficiency by providing a common global language for trade. As a member of GS1 we have access to worldwide experience and the latest developments in the use of article numbering, bar coding, automatic data capture and electronic commerce. With over 4,000 members from every industry sector, GS1 New Zealand acts as a neutral project facilitator between industry players and represents New Zealand’s interests internationally. To support our users effectively we have regional representation in Christchurch, Wellington and Auckland and run seminars and training activities around the country regularly. We have you covered! As a right to use holder of GS1 New Zealand you will join an international community of businesses working together to continually improve logistics processes. That means greater efficiency, profitability and customer satisfaction. You and GS1 New Zealand are partners with a global reach.
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What products and services are available to you from GS1 New Zealand?
• Access to a global network that provides each authorised user with a unique identification number (bar code number) for retail products, trade and logistic units. Note that the numbers are correctly termed Global Trade Item Numbers (GTINs). The term GTIN is generally used in GS1 literature.
• 0800 support desk. We have a dedicated team that responds to all of your queries and provides assistance when required. This service is free for all of our members and right to use holders to use when they have a bar coding problem or simply need further help. • SCAN magazine – A half yearly publication distributed to all members and right to use holders that provides useful information about the use of the GS1 system nationally and internationally, including updates on supply chain issues, business practices, industry requirements and the latest technology. • A bar code verification service so you can achieve and maintain bar codes that consistently conform to international guidelines and specifications. Verification is mandatory for the bar codes on any new products and promotional or repackaged products that are submitted to the grocery trade in Australia or New Zealand. GS1 New Zealand’s verification reports are valid in both countries. You receive 5 free verifications each year.
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• Ability to undergo the Accreditation Programme (ACERT), which is a voluntary quality assurance programme recognised throughout Australasia that ensures businesses use the GS1 system accurately and reliably – guaranteeing that all bar codes will scan perfectly and that the data they contain is correct. • Consultancy service – GS1 New Zealand can provide extra assistance to help you achieve maximum results from the GS1 standards and systems within your own business. Consultancy is available on a wide range of topics including supply chain management, logistics, documentation of business processes, data synchronisation, e-commerce and assistance in becoming accredited. Our consultancy service is non-partisan, reflecting the non-commercial nature of GS1 New Zealand. Consultancy services are provided at discounted rates. • Topical seminars, annual conference, and in-house training on the system.
• Complimentary registration for the “Bar Code Foundation Course”. The Foundation Course teaches the basics of the GS1 system, how to allocate bar code numbers to products and how to design and print technically correct and reliable bar codes. • Access to GS1net™, which is a Data Synchronisation and Product Registry service used in Australia and “rolling out” in New Zealand by Foodstuffs, Mitre10 and others. Through the use of GS1net, trading partners are able to continuously and automatically synchronise item master data. This GS1 tool can be utilised by all industry sectors interested in gaining benefits from master data synchronisation.
• The Certificate in Automatic Data Capture Standards course in numbering and bar coding, delivered by a mix of e-learning and traditional distance learning, which leads to the award of two certificates, one from GS1 recognising completion of the e-learning component, and another from GS1 New Zealand. • A website at www.gs1nz.org for information on the system and latest developments along with a special-access section, where you can access details on your organisation’s account and use the check digit program to calculate the check digit for your bar codes. • Access to EPC-RFID. EPCglobal is leading the development of industry-driven
standards for the Electronic Product Code (EPC) Network to support the use of Radio Frequency Identification (RFID). The EPC Network is an enabling technology that will make organisations more effective through true visibility of information about items in the supply chain. This new, open global standard combines low-cost RFID technology, existing communications network infrastructure, and the EPC to create cost-efficient, real-time, accurate information about your supply chain. • Free listing on GEPIR - the “yellow pages” for the global supply chain. GEPIR is a global database of organisations that have bar codes in the marketplace.
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• Members and right to use holders are eligible to receive up to five Global Location Numbers (GLNs) at no charge, and may purchase more if required. GLNs are globally unique identifiers used
in electronic communications to identify sites and organisational appointments. They can also be used in conjunction with automatic data capture systems to identify the original suppliers of products.
• Account management by staff based in Auckland, Christchurch and Wellington to assist members first hand on any of the products and services available.
Fee and benefit schedule Depending on which turnover category your organisation’s annual turnover falls under, you will be entitled to the specific listed benefits below. Organisation’s annual New Zealand turnover ($million)
$0-1
$1-2
$2-10
$10-30
$30-100
>$100
3
3
3
3
3
3
per year
per year
per year
per year
per year
per year
per year
per year
per year
per year
per year
per year
Discount on consulting fees
20%
20%
20%
20%
20%
20%
Complimentary SCAN magazine subscription
1x
1x
2x
3x
3x
5x
Complimentary first 5 Global Location Numbers created
3
3
3
3
3
3
Complimentary registration to GS1 Bar Code Foundation Course
1x
2x
2x
2x
3x
5x
Additional attendees to GS1 Bar Code Foundation Course at 50% discount
1x
2x
2x
2x
3x
3x
Benefits include: 0800 technical support line Complimentary bar code verifications
One-off benefits on joining include:
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GS1 New Zealand Right to Use
Check list to ensure you have completed all documentation
To obtain a Right to Use Please read and complete the relevant sections of the “GS1 New Zealand Application Pack”. Use the check list on this page to assist you. Return all sections required to: One Focus NZ Trust Business Services PO Box 769 New Plymouth New Zealand Fax: 06-759 0040 One Focus NZ Trust will process your application in conjunction with GS1 New Zealand and will invoice you in due course. Note that the invoice may include administration or other fees applicable to One Focus NZ Trust.
Privacy statement The details given in the Application Form and any other information received about you will be held and used by GS1 New Zealand Inc, its partners and other organisations associated with GS1 New Zealand to provide you with our services, to keep a current record of your GS1 status and for marketing purposes. Any personal information held by GS1 New Zealand may be accessed and corrected by the individual concerned under the Privacy Act (1993).
Completed the Application Form Signed the Right to Use Agreement Completed the “Additional Information Required” Read the Annex to the Terms and Conditions (Use of GS1 Numbers) and the Terms of Trade.
All applications will be treated in the strictest confidence.
Need help or have a question you would like to ask? If you have any questions or would like help completing any of the above forms please feel free to contact GS1 New Zealand by telephone +64 4 494 1050 or
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A P P L I C AT I O N FORM
GS1 New Zealand Right to Use All of this information needs to be completed before we can process your application. If you have any questions please do not hesitate to call us on +64 4 494 1050.
Your Organisation’s Information Main contact for your organisation
_______________________________________
GS1 Fees Payable Step 1: Select the annual turnover for your organisation ($NZ) Annual NZ turnover is
Job title
_______________________________________
Annual licence fee
$0 - $1 million
$370
$1 million - $2 million
$495
$2 million - $10 million
$730
$10 million - $30 million
$1,235
Organisation’s name
$30 million - $100 million
$2,400
_______________________________________
Over $100 million
$3,700
Organisation’s street address
Step 1 Annual Fee
Email address
_______________________________________
Tick one
(excluding GST)
$
_______________________________________ _______________________________________ City
_______________________________________ Billing address
C/- One Focus NZ Trust, PO Box 769, New Plymouth_______ _______________________________________ Main phone number
_______________________________________
Step 2: Select the number of GTINs you need (see page 10 for assistance in selecting the right number) Number of GTINs required
GTIN allocation fee (excluding GST)
Block of 100
$100 per block
Block of 1,000
$250 per block
Block of 10,000
$500 per block
Block of 100,000
$2,500 per block
Tick one
Step 2 GTIN Allocation Fee (one-off )
$
Fax number
_______________________________________ Website
Step 3: Add fees from Step 1 and Step 2 $ to create a subtotal
_______________________________________ Main business activity
____________________________________ Number of employees
_______________________________________ Is any company a current GS1 member on your behalf? If ‘Yes’, please provide the name of that company
_______________________________________
Step 4: Add GST (15%) (New Zealand organisations only) $ Step 5: Total fees payable for the initial payment $ (Send no payment with this application. One Focus NZ Trust will invoice you in due course.)
Right to Use Agreement 1. I/We ______________________________________ ____________________ agree to abide by the Rules of GS1 New Zealand Inc and the Terms and Conditions of trade and the GS1 numbers Right to Use agreement which in general requires the Right to Use Holder to use only the GS1 Prefix issued to the Right to Use Holder; to not permit its use by any other person or organisation; to use only GS1 8-digit numbers issued by GS1 New Zealand Inc and to comply with the technical standards set out in the GS1 New Zealand Inc manuals/guidelines. 2. I/We acknowledge that if we or our agents fail to pay the Right to Use Fees or fail to observe the GS1 New
Zealand Inc Rules or any Board Decision affecting this Registration Agreement or any other term of the Right to Use, the Right to Use will be terminated. 3. I/We further acknowledge and agree that our right to use the GS1 Prefix ceases immediately upon the termination of the Right to Use Agreement, and that if we otherwise infringe the intellectual property or other rights of GS1 New Zealand Inc, we will be liable to GS1 New Zealand Inc for any cost arising as a result of our infringement including court costs, penalties or outstanding arrears. We also acknowledge that as long as we have products in the market using bar codes we must remain a Right to Use Holder of GS1 New
Zealand Inc. 4. Notwithstanding any termination of the Right to Use by GS1 New Zealand Inc, we agree that the provisions of paragraph 3 above will continue to be binding upon us. 5. I/We acknowledge that GS1 New Zealand Inc has the right to change the fee structure stated in the brochure and other GS1 documents. 6. I/We acknowledge that as a GS1 Right to Use Holder, we or our agents must pay the Right to Use Fee by Direct Debit and we or our agents will advise GS1 New Zealand Inc in writing of any changes affecting it.
I/We agree to comply with the Right to Use Agreement and with the Terms and Conditions of Trade and the GS1 numbers licence agreement. Signature ______________________________________________________________________ Date _____/_____/_____
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Additional Information Required Contact People in your Organisation The people below will be GS1 New Zealand’s additional contact points. The main contact person (completed on the main Registration Form) will receive routine publications. For small businesses some job titles may not apply. First Name
Last Name
Job Title
Phone
Mobile
Email
0800663362
-
[email protected]
CEO/General Manager Operations Manager Logistics Manager IT Manager E-commerce Manager Sales Manager Packaging Manager Ruth
Currie
Accounts Payable
Industry Sector For GS1 New Zealand to process your application one industry category must be ticked. If your type of business is not identified please choose the closest code to what your business does. A Agriculture / Aquaculture / Horticulture / Primary Prod’n Farming fruit/vegetables Farming meat/meat products Farming dairy products Farming seafood/seafood products Grape/wine production Nursery and floriculture. Farming/ processing B Healthcare and Medical Hospital/healthcare provider Pharmaceutical/instrument/device manufacturers/distributors Therapeutic/nutritional – (non pharmaceutical) Animal health products Consumer healthcare C Manufacturing/Processing Meat/dairy products Processed Foodstuffs (non dairy) Fruit and vegetables Seafood/seafood products Alcohol production/beverage related Non-food grocery D.I.Y/hardlines/construction/building Clothing, footwear, textiles, leather Consumer electronics D Retail Trade Store based food/beverage retailing Store based non-food/beverage retailing Non-store based food/beverage retailing Non-store based non-food/beverage retailing
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E Transport/Logistics/Distribution Transport and logistics operations Importing/warehousing and distribution – foodstuffs Importing/warehousing and distribution – non-foodstuffs F Service Industries Central/local government sector Non Government professional services G Wholesale Trade Grocery/Food related wholesale Non-grocery/non-food related wholesale H Other Specify
How to work out how many GTINs (bar code numbers) your organisation requires
How many GTINs (bar code numbers) does your organisation require? Questions to Ask
Worked Example
How many numbers do I need?
How many numbers do I need?
How many products do I currently
I currently have 32 different
have (including variations in such
products, each of which comes in
things as packaging size, flavour,
10 different colours (32x10=320
style, colours etc)?
GTINs).
How many new products may I
In the next five years I will
introduce in the future?
introduce another 10 products,
Many
Some
None
each of which also comes in 10 different colours (320+(10x10)=420 GTINs).
Which number range is going to suit my current and future needs
The number range that is best
best?
going to suit my needs is the 1,000 range.
100
1,000
10,000
100,000 My organisation’s NZ turnover is $4.3 million.
REMEMBER If you run out of numbers you will have to pay to have another block of numbers allocated.
My total fee is: $730 ($2-10 million turnover) +$250 one-off fee (for 1,000 GTINs). $980 + GST
For further information please call us on +64 4 494 1050.
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Frequently asked questions
Q: I need to bar code my product. What do I have to do? A. You need to become a GS1 New Zealand Right to Use Holder and acquire a prefix number. This prefix allows you to identify your products with internationally unique numbers represented in bar code form. Q: How many numbers do I get? A. However many you require. They come in blocks of 100, 1,000, 10,000 or 100,000. We don’t allocate your individual numbers. You allocate your own product numbers and add them to your prefix number. Q: Can I have just one bar code number? A. Not generally. The minimum block of numbers you can buy is 100. Q: Do you provide me with the actual bar codes or how do I go about it? A. Your Welcome Pack provided by GS1 lists organisations can help you out with the printing of bar codes. You can obtain electronic bar code graphics from our website. These can be used by your print or packaging supplier.
Q: Do you keep a register of the numbers I have assigned to my products? A. No, we recommend you keep an up-to-date record of the numbers you have assigned to your products., or use the MyGS1 online tools. Q: Does the prefix number indicate country of origin of the product? A. No, the 2- or 3-digit country prefix at the start of the member number (e.g. 940, 941 or 942 for New Zealand) only indicates your company’s location. There is no requirement for an organisation to be aligned to GS1 in the country in which the goods are manufactured. See the GS1 International website for a full list of International members. Q: When do I need to change the bar code numbers? A. The term “product changes” means any change or improvement during the life of a product, decided by the manufacturer of the product. In the cases described below, the assumption is made that the “new” product replaces the old one. Should the manufacturer decide to create a variant (e.g. with different ingredients) in parallel with the
standard product, a separate unique number has to be allocated. Minor product changes or improvements do not require the allocation of a different GTIN. Examples: label artwork redesign, minor product description change with contents unchanged, minor ingredients change. When the product changes affect the product quantity, the product dimensions, the packaging type, the product name or brand, or the product description, a separate unique number (GTIN) must be allocated. Q: I am a wine producer, do I need to change the bar code number with the vintage? A. When a vintage is declared, a separate unique number (GTIN) may be allocated. Some retailers may request no change while others will request the change. Contact GS1 New Zealand for guidance. Q: How do I get a short (8-digit) bar code? A. Provide GS1 New Zealand with label design or artwork with the container for assessment when applying for a short bar code.
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Annex to Terms and Conditions Use of GS1 Numbers
1. USE OF GS1 NUMBERS AND OTHER INTELLECTUAL PROPERTY 1.1 Use of GS1 Numbers: You are only entitled to use the GS1 Numbers issued to You by GS1. You must not use any numbers issued by GS1 to any other person. You must not use any numbers which purport to be issued by GS1 or which copy the GS1 numbering system. You will only use the GS1 Numbers issued to You in connection with the manufacture, sale and identification of Your Products. 1.2 Not Alter the Numbers: You will not alter the GS1 Numbers licensed to You in any way. 1.3 No Dealing with Numbers: You recognise GS1’s title to the GS1 Numbers and related Intellectual Property and shall not at any time do or suffer to be done any act or thing which may in any way impair GS1’s rights in the GS1 Numbers or related Intellectual Property. 1.4 Not Permit Display: You will not permit anyone else to use or display the GS1 Numbers issued to You. 1.5 No Challenge or Misuse of GS1 Numbers: You shall not at any time, either during the term of this Licence or after termination, directly or indirectly: 1.5.1 Challenge Ownership of Numbers: Challenge, call into question or raise any questions concerning the validity or ownership of the GS1 Numbers or related Intellectual Property; or
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1.5.2 Seek Registration of Similar Numbers: Use or seek registration of any Intellectual Property including any design which incorporates or includes, or is substantially identical to, or deceptively or confusingly similar to, the GS1 Numbers or related Intellectual Property without GS1’s prior written consent. 1.6 Proprietary Notices: You will ensure that all proprietary notices that GS1 may require from time to time, appear on the Products. 2. TERMINATION 2.1 GS1 Termination: GS1 shall have the right to terminate the Right to Use Agreement immediately by giving notice if: 2.1.1 Fail to Pay Licence fee: You fail to pay the annual fee by its due date; 2.1.2 Breach: You commit a breach of Your obligations under these terms and conditions; 2.1.3 Insolvency: You are declared bankrupt, go into liquidation, have a receiver or statutory manager appointed, or (being a company) are wound up otherwise than for the purpose of a reconstruction; or 2.1.4 Head Licence Terminates: GS1 ceases to hold the necessary licence rights to issue GS1 Numbers in New Zealand.
2.2 Termination by either Party: Either GS1 or You may otherwise terminate this Agreement in any other circumstances by giving one month’s written notice to the other party. 2.3 No Release from Obligations: Termination of this Agreement does not relieve either GS1 or You from liability arising from any prior breach of the terms of this Licence. 3. CONSEQUENCES OF TERMINATION On termination of this Agreement, Your rights under this Agreement shall terminate and You will immediately comply with the following: 3.1 Cease to Use Intellectual Property: Cease all direct or indirect use of the GS1 Numbers and related Intellectual Property; 3.2 Return Materials: Return (without retaining copies thereof ) all material, notes, data, instructions and other papers, samples, materials and property GS1 has supplied or other items which contain GS1’s confidential information or Intellectual Property relating to the GS1 Numbers. 3.3 Cease Applying GS1 Numbers to Products: Cease applying the GS1 Numbers to any of Your Products manufactured or sold by You after the termination date.
GS1 New Zealand Incorporated Terms & Conditions of Trade (Right to Use) 1.
Definitions
1.1 “GS1” shall mean GS1 New Zealand Incorporated and its successors and assigns. 1.2 “Right to Use Holder” shall mean the Right to Use Holder or any person acting on behalf of and with the authority of the Right to Use Holder. 1.3 “Guarantor” means that person (or persons), or entity that agrees herein to be liable for the debts of the Right to Use Holder on a principal debtor basis. 1.4 “Services” shall mean all services supplied by GS1 to the Right to Use Holder including GS1 numbers and includes any advice or recommendations (and where the context so permits shall include any supply of Services as defined supra). 1.5 “Fee” shall mean the cost of the Services as agreed between GS1 and the Right to Use Holder subject to clause 4 of this contract. 2.
Acceptance
2.1 Any instructions received by GS1 from the Right to Use Holder for the supply of Services shall constitute acceptance of the terms and conditions contained herein. 2.2 Where more than one Right to Use Holder has entered into this agreement, the Right to Use Holders shall be jointly and severally liable for all payments of the Fee. 2.3 Upon acceptance of these terms and conditions by the Right to Use Holder the terms and conditions are irrevocable and can only be rescinded in accordance with these terms and conditions or with the written consent of the Chief Executive of GS1. 2.4 None of GS1’s agents or representatives is authorised to make any representations, statements, conditions or agreements not expressed by the Chief Executive of GS1 in writing nor is GS1 bound by any such unauthorised statements. 2.5 These terms and conditions are to be read in conjunction with the Annex showing use of GS1 numbers. If there are any inconsistencies between the two documents then the terms and conditions contained in this document shall prevail. 3.
Services
3.1 GS1 as described on the invoices, quotation, or any other work commencement forms provides the Services to the Right to Use Holder. 4.
Fees & Payment
4.1 At GS1’s sole discretion the Price shall be either; (a) as indicated on invoices provided by GS1 to the Right to Use Holder in respect of Services supplied; or
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(b) subject to clause 4.2, be GS1’s quoted Price, which shall be binding upon GS1 provided that the Right to Use Holder shall accept in writing GS1’s quotation within thirty (30) days. 4.2 GS1 may by giving notice to the Right to Use Holder (verbally or otherwise) at any time before delivery increase the Price of the Services to reflect any variation from the plan of scheduled works or specifications beyond the reasonable control of GS1 which increase the cost of the Services by more than 10% of the quoted Price. 4.3 Time for payment for the Services shall be of the essence and will be stated on the invoice, quotation or any other order forms. If no time is stated then payment shall be due on the 20th day of each month following the date of the invoice. 4.4 GS1 may withhold delivery of the Services until the Right to Use Holder has paid for them, in which event payment shall be made before the delivery date. 4.5 Payment will be made by cheque, credit card, Direct Debits, direct credit, or by any other method as agreed to between the Right to Use Holder and GS1.
7.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% compounding per calendar month and shall accrue at such a rate after as well as before any judgment. 7.2 If the Right to Use Holder defaults in payment of any invoice when due, the Right to Use Holder shall indemnify GS1 from and against all GS1’s costs and disbursements including on a solicitor and own Right to Use Holder basis and in addition all of GS1’s nominees’ costs of collection. 7.3 Without prejudice to any other remedies GS1 may have, if at any time the Right to Use Holder is in breach of any obligation (including those relating to payment), GS1 may suspend or terminate the supply of Services to the Right to Use Holder and any of its other obligations under the terms and conditions. GS1 will not be liable to the Right to Use Holder for any loss or damage the Right to Use Holder suffers because GS1 exercised its rights under this clause.
4.6 The Fee shall be increased by the amount of any GST and other taxes and duties, which may be applicable, except to the extent that such taxes are expressly included in any quotation given by GS1.
7.4 If any account remains unpaid at the end of the second month after supply of the Services the following shall apply: An immediate amount of the greater of $20.00 or 10% of the amount overdue shall be levied for administration fees which sum shall become immediately due and payable in addition to the interest payable under clause 7.1 hereof.
5.
7.5 In the event that:
Delivery of Services
5.1 Delivery of the Services shall be made to the Right to Use Holder’s nominated address. The Right to Use Holder shall make all arrangements necessary to take delivery of the Services whenever they are tendered for delivery. 5.2 The failure of GS1 to deliver shall not entitle either party to treat this contract as repudiated. 5.3 GS1 shall not be liable for any loss or damage whatever due to failure by GS1 to deliver the Services (or any of them) promptly or at all. 6.
Errors & Omissions
6.1 The Right to Use Holder shall inspect the Services on completion and shall within twenty (20) days of completion notify GS1 of any alleged defect, or failure to comply with the description or quote. The Right to Use Holder shall afford GS1 a reasonable time following completion to inspect the Services, if the Right to Use Holder believes the Services are defective in any way. If the Right to Use Holder fails to comply with these provisions the Services shall be conclusively presumed to be in accordance with the terms and conditions. 7.
Default & Consequences of Default
(a) any money payable to GS1 becomes overdue, or in GS1’s opinion the Right to Use Holder will be unable to meet its payments as they fall due; or (b) the Right to Use Holder becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Right to Use Holder or any asset of the Right to Use Holder, then without prejudice to GS1’s other remedies at law: (i)
GS1 shall be entitled to cancel all or any part of any order of the Right to Use Holder which remains unperformed in addition to and without prejudice to any other remedies; and
(ii)
all amounts owing to GS1 shall, whether or not due for payment, immediately become due and payable.
8.
Title
8.1 It is the intention of GS1 and agreed by the Right to Use Holder that property in the Services shall not pass until the Right to Use Holder has paid all amounts owing for the particular Services.
9.
Security & Charge
9.1 Despite anything to the contrary contained herein or any other rights which GS1 may have howsoever: (a) Where the Right to Use Holder and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, the Right to Use Holder and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to GS1 or GS1’s nominee to secure all amounts and other monetary obligations payable under the terms and conditions. The Right to Use Holder and/or the Guarantor acknowledge and agree that GS1 (or GS1’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met. (b) Should GS1 elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Right to Use Holder and/or Guarantor shall indemnify GS1 from and against all GS1’s costs and disbursements including legal costs on a solicitor and own client basis. (c) To give effect to the provisions of clause 9.1(a) to (b) inclusive hereof the Right to Use Holder and/or the Guarantor (if any) do hereby irrevocably nominate, constitute and appoint GS1 or GS1’s nominee as the Right to Use Holder’s and/or Guarantor’s true and lawful attorney to execute mortgages and charges (whether registerable or not) including such other terms and conditions as GS1 shall think fit in its absolute discretion against the joint and/or several interest of the Right to Use Holder and/or the Guarantor in any land, realty or asset in favour of GS1 and in the Right to Use Holder’s and/or Guarantor’s name as may be necessary to secure the said Right to Use Holder’s and/or Guarantor’s obligations and indebtedness to GS1 and further to do and perform all necessary and other acts including instituting any necessary legal proceedings, and further to execute all or any documents in GS1’s absolute discretion which may be necessary or advantageous to give effect to the provisions of this clause. 10. Intellectual Property 10.1 Where GS1 has designed or drawn Services for the Right to Use Holder, then the copyright in those designs and drawings shall remain vested in GS1, and shall only be used by the Right to Use Holder at GS1’s discretion. 10.2 Conversely, in such a situation where the Right to Use Holder has supplied drawings, GS1 in its sale conditions may look for an indemnity (the specifications and design of the Services (including the copyright, design
right or other intellectual property in them) shall as between the parties be the property of GS1). Where any designs or specifications have been supplied by the Right to Use Holder or to the order of GS1 then the Right to Use Holder warrants that the use of those designs or specifications for the processing, assembly or supply of the Services shall not infringe the rights of any third party. 10.3 The Right to Use Holder warrants that all designs or instructions to GS1 will not cause GS1 to infringe any patent, registered design or trademark in the execution of the Right to Use Holder’s order. 10.4 GS1 must give prior written approval before the use of any trademarks or associated material for any marketing or promotion material. 10.5 Where GS1 has given approval for trademarks to be used for marketing and promotional materials then these trademarks must be produced correctly. 11. Cancellation 11.1 GS1 may cancel these terms and conditions or cancel delivery of Services at any time before the Services are delivered by giving written notice. On giving such notice GS1 shall promptly repay to the Right to Use Holder any sums paid in respect of the Fee for those Services. GS1 shall not be liable for any loss or damage whatever arising from such cancellation. 12. Privacy Act 12.1 The Right to Use Holder and the Guarantor/s (if separate from the Right to Use Holder) authorise GS1 to collect, retain and use any information about the Right to Use Holder, for the purpose of assessing the Right to Use Holder’s creditworthiness or marketing any Services provided by GS1 to any other party. 12.2 The Right to Use Holder authorises GS1 to disclose any information obtained to any person for the purposes set out in clause 12.1. 12.3 Where the Right to Use Holder is a natural person the authorities under clauses 12.1 and 12.2 are authorities or consents for the purposes of the Privacy Act 1993. 13. Right to Use Holder’s Disclaimer 13.1 The Right to Use Holder hereby disclaims any right to rescind or cancel the contract or to sue for damages or to claim restitution arising out of any misrepresentation made to them by any servant or agent of GS1 and the Right to Use Holder acknowledges that they buy the Services relying solely upon their own skill and judgment. 14. Confidentiality 14.1 The Right to Use Holder is expected to keep confidential and secure and not exploit or otherwise misuse any information of
GS1, which is identified as or would be expected to be, proprietary, confidential or commercially sensitive. The Right to Use Holder will only disclose the information to the extent that: (a) is necessary to fulfil their obligation under the Right to Use Holder and on a “need to know” basis only; or (b) GS1 authorises it in writing; or (c) is required by law. 15. Grant of Right to Use 15.1 If GS1 accepts the application for a Right to Use and issues the Right to Use Holder with GS1 numbers, GS1 also grants the Right to Use Holder a non-exclusive non-transferable right to use those GS1 numbers in connection with the supply and sale of the Right to Use Holder’s products. The Right to Use will commence on the date that GS1 issues the Right to Use Holder with GS1 numbers and will continue until terminated as provided in clause 11. 16. General 16.1 If any provision of these terms and conditions shall be invalid, void or illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. 16.2 All Services supplied by GS1 are subject to the laws of New Zealand and GS1 takes no responsibility for changes in the law which affect the Services supplied. 16.3 GS1 shall be under no liability whatever to the Right to Use Holder for any indirect loss and/or expense (including loss of profit) suffered by the Right to Use Holder arising out of a breach by GS1 of these terms and conditions. 16.4 In the event of any breach of this agreement by GS1 the remedies of the Right to Use Holder shall be limited to damages. Under no circumstances shall the liability of GS1 exceed the Fee of the Services. 16.5 Neither party shall be liable for any default (except as to payment) due to any act of God, terrorism, war, strike, lock out, industrial action, flood, storm or other event beyond the reasonable control of the parties. 16.6 The Right to Use Holder shall not set off against the Fee amounts due from GS1. 16.7 GS1 may license or sub-contract all or any part of its rights and obligations without the Right to Use Holder’s consent. 16.8 GS1 reserves the right to review these terms and conditions at any time and from time to time. If, following any such review, there is to be any change in such terms and conditions, that change will take effect from the date on which GS1 notifies the Right to Use Holder of such change.
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Level 2 IPENZ House 158 The Terrace PO Box 11 110 Wellington New Zealand T +64 4 494 1050 F +64 4 494 1051 E
[email protected]
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