Free DPM Rental Terms and Conditions
Pitney Bowes – Free DPM Terms and Conditions
1. “We”, “us”, “PB” and similar expressions, refer to Pitney Bowes New Zealand Ltd. “You”, “your” and similar expressions, refer to you, our customer or proposed customer shown on the proposal form. The details specified on this form apply.
2. Proposal. When you sign and return this form to us, that is a proposal from you to enter into a Rental Agreement on the conditions specified below. These conditions apply if we do accept your proposal. A proposal becomes binding from the moment that we accept it by signing or delivery, even if we do not tell you that it has been accepted. We may complete any blanks on this form, on your behalf. These conditions prevail even if they are inconsistent with anything in any earlier or later order form or similar document.
3. Rental agreement. We remain the owner of the Equipment at all times. We agree to rent the Equipment to you, and you agree to rent the Equipment from us, on these conditions. Equipment means the meter & scale specified on the proposal form and includes any replacement parts and anything you obtain as a substitute.
4. Commencement. The rental period commences on the date that we first deliver the Equipment to you.
5. Rent. We will not charge you rent for the rental period. You acknowledge that PB has an arrangement with NZ Post whereby PB receives a percentage of your postage spend on the Equipment from NZ Post. In consideration of us renting the Equipment to you, you agree to maintain the details of your NZ Post account as set out in the proposal and pay the cost of all postage as per the postage meter to NZ Post in accordance with their invoices and terms and conditions.
6. Consumable and other supplies. You must pay PB separately for all consumable supplies, such as ink cartridges or other supplies such as customised slogans, at the ruling rates from time to time in accordance with PB’s invoices.
7. GST. Any prices and fees are shown exclusive of GST. We may add to each of the amounts payable by you for relevant taxable supplies, an amount equal to any GST payable on those taxable supplies. We will issue a tax invoice or tax invoices as required.
8. Overdue payments. If any amount you owe to us is not paid within 7 days of the due date then all monies that you owe us on any account become immediately due and payable; and without limiting our other rights we may suspend the supply of maintenance service and defer or cancel any outstanding orders. Also, you must pay us interest on such overdue amounts, calculated on daily balances commencing from the due date for payment, at the rate of 12% pa. You must also pay, or reimburse us for, any bank or similar fees that result from dishonour or re-presentation of, or delay in, any payment by you.
9. Where not Inclusive of Service. If the proposal form does not state that this rental “Includes Service", then you have the benefit of our new product warranty but you must pay our ruling rates for any remedial or operating maintenance which you request for anything not covered by that new product warranty set out below. This clause does not limit clause 19. Under our new product warranty we agree to repair or replace any item if there is any manufacturing defect in material or workmanship within 3 months of delivery. You must arrange for delivery of the Equipment at your cost to our nearest repair centre and for collection of the Equipment after repair. We choose whether to repair or replace, and that is the limit of our liability under this warranty. This warranty does not cover any damage caused by the use of other than genuine PB parts and consumables.
10. Where Inclusive of Service: Back to Base Maintenance. If and only if the proposal form as completed by us states that this rental "Includes Service", then we will provide remedial maintenance for the Equipment without further charge and this clause and clauses 11 & 12 apply. We will also provide you with remedial maintenance for the Equipment whenever required, within 5 working days of receipt of the Equipment back from you. You must arrange for delivery of the Equipment at your cost to our nearest repair centre and for collection of the Equipment after repair. We may ship the repaired Equipment back to you in which case you must pay us for the return delivery costs.
11. Remedial maintenance. Remedial maintenance is maintenance that is required because (and only to the extent that) the Equipment is not performing to the standards normal for such Equipment due to a fault in the Equipment not caused by anything external to the Equipment. Preventative maintenance. You must let us carry out preventative maintenance if we wish to do so, at all reasonable times. In our discretion, we may provide replacement equipment that is in good and proper working condition but may not be new, as an alternative to repair where remedial maintenance is required.
12. Parts and labour outside the maintenance plan. We may charge at our ruling rates for any maintenance or parts provided for Equipment if you have not followed the manufacturer's recommendations for use. We are also entitled to make our usual charges for a problem not requiring remedial maintenance or which is due to abuse, misuse, negligence or misoperation or due to accidental damage or if the Equipment has been repaired, interfered with or moved by someone other than us or due to the use of other than genuine PB parts or consumables.
13. Use, maintenance and protection. You must observe any reasonable request from us in relation to the security, operation and maintenance of the postage meter. You must look after the Equipment delivered to you and keep it in good repair and proper working condition. You must keep the Equipment in your personal possession and control, at the location specified in the proposal form. You must not mortgage or give any security over the Equipment because the Equipment belongs to us. You must immediately tell us in writing of any loss, theft or damage of or to the Equipment. You must not assign or sub-let this rental agreement, or grant or create any security interest in relation to the Equipment or this rental agreement, or grant or create any right in any third party, in relation to the Equipment.
14. Return of Equipment. You must return the Equipment to us to our head office at 8 Constellation Drive, Mairangi Bay, Auckland, in the condition in which you have been required to maintain it, with all documentation which we reasonably require, immediately on termination of this rental agreement.
15. Extension of period. The initial rental period is automatically extended on a month by month basis, unless and until you or we give the other at least 30 days’ prior written notice of termination. Where there is such an extension, your obligations under this agreement continue for and during the extended period. This clause does not limit our rights if you default.
16. Repudiation. Repudiation means actions by you or circumstances brought about by you that indicate that you no longer intend to honour your obligations under this rental agreement. Each of the following conditions is an essential and fundamental condition and it will be repudiation if you are in breach of any of them. (a) You must maintain your NZ Post account details as set out in the proposal (b) You must make any payment no later than the due date. (c) We may give you a default notice, pointing out any other obligation you have not met. You must meet that obligation within 7 days of the notice and will be in breach of this condition if you delay, even if you are only slightly late. (c) You must not default under any other agreement that we have with you, such as to give us the right to terminate that other agreement. It is also a breach of an essential and fundamental condition, amounting to repudiation, if we genuinely believe that there has been a material adverse change in circumstances affecting your liquidity or profitability. We may terminate this rental agreement early by giving you notice or repossessing the Equipment, if there is repudiation.
17. Early termination. If you attempt to bring about early termination of this rental agreement, or if we terminate this agreement because of repudiation by you, then we are entitled to claim compensation from you for losing the benefit of this agreement for the rest of the rental period. You must pay us in accordance with the following provisions but our rights to payments under those provisions do not limit our rights to damages at general law. You must also immediately return the Equipment as required.
18. Termination of NZ Post Agreement. You acknowledge and agree that if our agreement with NZ Post terminates in certain circumstances, and we advise you accordingly, we may either (a) terminate this rental agreement immediately and you must immediately return the Equipment as required, or (b) offer you the opportunity to enter a new rental agreement with us in relation to the Equipment, and if you accept and sign that rental agreement, this rental agreement will terminate immediately and you may continue to rent the Equipment on the terms and conditions of the new rental agreement.
19. Costs and expenses. You must pay us, on demand, our costs of making good your defaults or doing something you should have done (and we have the right to do those things at any time); and our costs of enforcing or protecting our rights relating to the Equipment; and our costs of any steps taken to register our interest in the Equipment or to obtain a release of the Equipment from someone else who claims some right to the Equipment (provided we act genuinely it does not matter whether that other person has a valid claim). Costs include any expenses that we incur including the full amount paid or payable by us for legal work or advice or both. Without limiting those general words, you must also pay us administrative fees at our ruling rates from time to time, where we issue a statement of arrears because a payment is late or we provide at your request a copy of any document or invoice, or any early termination calculation.
20. Exclusion of implied conditions. The law implies various terms, conditions and warranties which might apply to us supplying goods or services to you. We exclude all of those implied terms, conditions and warranties to the fullest extent permitted by law. You acknowledge that any goods and services are supplied to you for a business purpose and agree that the Consumer Guarantees Act 1993 does not apply.
21. Full liability for injury or physical damage. We do not seek to exclude our legal liability (if any) for any death or personal injury, or for any reduction in the value of physical property (things that can be touched), which is caused by our negligence (accidental lack of care). However, even where we are liable for death or personal injury or for the reduction in value of physical property, the following limits apply. We are not liable for any associated indirect or consequential loss or damage; and without limiting those general words, in those cases we are not liable for lost profits, lost savings, lost time, loss of or damage to goodwill, loss of or damage to data or records, or claims made against you by others. Also, we are not liable to the extent that something was caused or contributed to by your negligence or by the negligence of your contractors or agents or of any third party.
22. Indemnities. You must indemnify us and keep us indemnified against any loss, damage, expense or injury arising directly or indirectly out of the use of the Equipment other than in accordance with the manufacturer’s operating instructions or out of any cause beyond our reasonable control.
23. Insurance. You must keep the Equipment insured for its full insurable value on a replacement or reinstatement basis against loss or damage caused by all risks which would be covered by a prudent owner. The insurance must be with a recognised New Zealand insurer, note our interests as owner, operate as if there is a separate policy covering each of you and us, and irrevocably authorise and direct the insurers to pay any proceeds of a claim on hat insurance to us. You authorise us to act on your behalf to claim under the insurance you arrange for the Equipment and to take all other necessary action in relation to that claim. You must give us the insurance policy and provide a certificate of currency.
24. Other damages claims excluded. We are not liable for any damage for breach or negligence or otherwise, except as stated. Damage includes lost profits, lost savings, lost time, loss of or damage to goodwill, loss of or damage to data or records, and claims made against you by others. Our various legal rights to terminate repossess, and recover damages from you, if you do not meet your obligations, are not limited by the various specific rights stated above.
26. Governing Law. Our agreement with you is governed by and is to be interpreted according to the laws in New Zealand and you submit to the non-exclusive jurisdiction of the Courts in New Zealand.
27. Notices. All notices you and we give each other must be in writing and signed. A notice from us may be signed by any of our managers, directors or solicitors. Notices must either be delivered by hand or sent by prepaid post. Notices must be given at the address shown on the proposal form or a changed address of which due notice has been given. Notices are deemed given on the day of delivery if delivered between 9am and 5pm on a day in which banks are open in Auckland that is not a Saturday, Sunday or public holiday, or on the next day following delivery if delivered at some other time, or two days after posting if given by prepaid post. Notices must not be given by facsimile.
28. Personal Property Securities Act 1999 (PPSA).
a. You acknowledge that the rental of the Equipment is for a term of more than one year for the purposes of the PPSA and that this agreement (in respect of that Equipment) constitutes a security agreement for the purposes of the PPSA.
b. You acknowledge and agree that by signing this agreement, it grants a security interest to us in that Equipment, and this agreement will apply notwithstanding anything, express or implied, to the contrary contained in any schedule or any form or invoice given by either party.
c. You undertake to sign any further documents and/or provide any further information (which information you warrant to be complete, accurate and up-to-date in all respects) which we may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register.
d. You undertake not to register a financing change statement or a change demand without our prior written consent, and to give us not less than 14 days prior written notice of any proposed change in to your name and/or any other details (including, but not limited to, changes to your address, facsimile number, trading name or business practice).
e. You waive your right to receive a verification statement relating to any security interest created by this agreement.
f. You and we agree that, to the extent permitted by law both of us contract out of sections 114(1)(a), 133 and 134 of the PPSA; and that both of us contract out of section 109(1) of the PPSA but only to the extent required to enable PBNZ to exercise all the rights available to it under that section whether or not it has priority over all other secured parties.
g. You and we further agree that, to the extent permitted by law, both of us contract out of
i. your rights to receive notice of our proposal to retain collateral under section 120(2) of the PPSA;
ii. your rights to object to the our proposal to retain collateral under section 121 of the PPSA;
iii. your rights to not have goods damaged when we remove an accession under section 125 of the PPSA;
iv. your rights to receive notice of the removal of an accession under section 129 of the PPSA;
v. your rights to apply to the Court for an order concerning the removal of an accession under section 131 of the PPSA; and
vi. your rights to redeem any collateral under section 132 of the PPSA.
h. Where we have rights in addition to Part 9 of the PPSA, those rights shall continue to apply.