1. DEFINITIONS
1.1 “Company” means Merchant Link Limited (company number 3936358), its successors and assigns or any person acting on behalf of and with authority of Merchant Link Limited.
1.2 “Customer” means the person, company or entity purchasing the Goods supplied by the Company.
1.3 “GST” means Goods and Services Tax arising pursuant to the Goods and Services Act 1985.
1.4 “Goods” means goods that are sold by the Company to the Customer, including without limitation the Units.
1.5 “Indirect and Consequential loss or damage” means loss or damage that cannot reasonably be considered to arise naturally from a breach (including but not limited to loss of revenue or profit or loss of business);
1.6 “Nayax” means Nayax NZ Limited (and/or related parties of Nayax), which is the provider of cashless payment solutions.  
1.7 “Price” shall mean the cost of the Goods as determined in accordance with the Quote.
1.8 "Quote" means the quote document/email from the Company setting out the Goods, the total price and the timeframe for completion of product orders.
1.9 “Terms” means these terms of trade.
1.10 “Units” means Nayax’s cashless payment devices and all ancillary goods.

2. APPLICATION OF TERMS OF TRADE
2.1 These Terms shall apply to and govern the supply of Goods by the Company to the Customer unless otherwise agreed in writing.
2.2 The Company reserves the right at any time and from time to time to amend, vary or add to these Terms with effect from the date of notification to the Customer. 

3. ACCEPTANCE
3.1 Acceptance of these terms and conditions will be deemed once the Customer replies with confirmation/acceptance of the detail provided in the Quote.

4. QUOTATION AND PRICE
4.1 If a Quote is given by the Company for the Goods:
4.1.1 Unless otherwise set out on the Quote shall be valid for fourteen (14) days from the date of issue; and
4.1.2 The Company reserves the right to alter the Quote because of circumstances beyond its control.
Stated or quoted Prices are exclusive of GST.

5. PAYMENT
5.1 Unless otherwise agreed with the Company and set out on the Quote, the Company requires payment of its invoice prior to allocating the Goods for shipment.
5.2 Payment will be made by direct credit, or by any other method as agreed to between the Customer and the Company.
5.3 Any expenses, disbursements and legal costs incurred by the Company in the enforcement of any rights contained in these Terms shall be paid by the Customer, including any reasonable solicitor’s fees or debt collection agency fees.

6. PROVISION OF GOODS
6.1 The Company is engaged by Nayax as a re-seller of the Units 
6.2 The Company will endeavour to deliver the Goods within the timeframes requested by the Customer (if any) or indicated by the Company on the Quote, but delivery time shall not be of the essence.
6.3 The Company may deliver the Goods by separate instalments.  Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions. 
6.4 Any time specified by the Company (if any) for delivery of the Goods is an estimate only and the Company will not be liable for any loss or damage incurred by the Customer as a result of delivery being late.  However, both parties agree that they shall make every endeavour to enable the Goods to be supplied at the time and place as was arranged between both parties.  

7. TITLE AND RISK
7.1 Where payment is made by the Customer prior to the Goods being allocated for shipment, title and risk in the Goods will pass to the Customer upon delivery to the Customer.
7.2 Where the Company agrees in writing that payment will be made after delivery of the Goods to the Customer:
7.2.1 risk in the Goods will pass to the Customer upon delivery to the Customer; and
7.2.2 title shall not pass until full payment has been made and until full payment has been made the Customer shall hold the Goods as bailee for the Company (returning the same to the Company upon request).

8. WARRANTY
8.1 The Customer acknowledges that the Goods are not manufactured by the Company.
8.2 No guarantee or warranty is given, and no obligation incurred, by the Company in respect of the Goods other than consistent with the benefit of any guarantee or warranty given to the Company by the manufacturer provided the Company .
8.3 Subject to clause 9, unless otherwise advised on the Quote, the Customer shall have a 24 month ‘back to base’ warranty on the Units.

9. LIABILITY 
9.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon the Company which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on the Company, the Company’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
9.2 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Goods from the Company for the purposes of  business in terms of section 2 and 43 of that Act.
9.3 The Company shall have no liability to the Customer in respect of any defect arising from misuse, wilful damage, negligence, failure to follow instructions, unauthorised alteration or modification, abnormal working conditions or fair wear and tear. 
9.4 If it shall be held that the Company has any liability to the Customer in relation to the Goods, then the liability of the Company to the Customer shall at all times be limited to (at the election of the Company):
9.4.1 replacement of the Goods; or
9.4.2 refund of the value of the invoice provided to the Customer by the Company in relation to the specific Goods provided to the Customer in question.
9.5 The Company shall have no liability arising from, and may correct at any time, any typographical, clerical or other error or omission in any sales literature, price list, quotation, invoice, communication or other document or information issued by it.
9.6 Notwithstanding any provision in these terms to the contrary, the Company shall have no liability for any Indirect or Consequential losses or damages.
9.7 For the avoidance of doubt, the Company shall have no liability whatsoever to the Customer in relation to the software/back end processing in relation to payments. The Company’s obligations are limited to supply of hardware only.
9.8 The Customer agrees to indemnify and hold harmless the Company, its directors and employees, from and against any claims, damages, cost and liabilities and expenses (including but not limited to reasonable lawyers’ fees) and liability asserted against the Company in relation to the Goods. 

10. TECHNICAL SUPPORT
10.1 While the Customer has an active account with Nayax, the Company will provide support to Customers in relation to troubleshooting any technical issues arising from connectess payment devices and all ancillary goods.

11 FORCE MAJEURE
11.1 The Customer accepts the Company cannot be held
liable for failure, delay, loss or damage in
circumstances of force majeure, including but not
limited to act of God, war, terrorism, fire, flood,
pandemic, Government-imposed restrictions or
other events beyond the Company’s control.
11.2 Nothing in this clause shall excuse payment of any
amount owing by the Customer.
12. TERMS AND CONDITIONS TO PREVAIL
No alteration or variation of these Terms will be
binding on the Company unless authorised by the
Company in writing.
13.  SEVERANCE
Should these Terms or any part of them be held by
a Court to be ineffective by virtue of non-registration,
illegality or otherwise, such term or part of it may in
the Company’s sole discretion be severed from the
rest without affecting the validity or enforceability of
the remaining terms.
14.  WAIVER
The delay or failure by the Company to enforce its
rights at any time or for any period in relation to any
one or more of these Terms shall not be a waiver of
them or of the right at any time subsequently to
enforce these Terms.
15.  DISPUTES
If any dispute shall arise touching the construction or
interpretation of any of these Terms or in regard to
the rights and obligations of the parties generally
(save for where the default by the Customer of these
Terms is not in doubt), the parties shall negotiate in
good faith to settle the dispute.
16. PRIVACY ACT
Where the Privacy Act 2020 applies, the Customer
authorises the Company to collect and hold personal
information given to it by the Customer or obtained
from any other source the Company considers
appropriate. The personal information will be used
for the purposes of providing the Goods, for
communicating promotional information, for debt
collection purposes, or for any other related
purpose. The information obtained will only be held
for as long as is deemed relevant by the Company.
The Customer understands that it has a right of
access and may request correction of personal information held by the Company about the
Customer.
17.  NOTICES
Any notice, document, request, demand or other
communication to be given for the purposes of these
Terms are to be in writing and may be served
personally or sent by mail or email to the address of
the receiving party noted on the Quote.
18.  JURISDICTION
New Zealand law governs these Terms and New
Zealand Courts have exclusive jurisdiction.