1. ABOUT PARTSTRADER

1.1 PartsTrader facilitates the procurement of new and used motor vehicle parts by Repairers from Suppliers. PartsTrader is an e-marketplace which allows:

a. Requests for parts by Repairers to be presented in an electronic format for downloading and viewing by Suppliers; and

b. Quotes in response to all Requests to be uploaded in an electronic format and submitted for consideration by the relevant Repairer.

2. TERMS AND CONDITIONS

2.1 Acceptance of Terms of Use

These Terms of Use set out the terms on which we offer you access to and use of PartsTrader. By registering as a Member of PartsTrader you accept these Terms of Use and confirm that you have the authority to enter into transactions.

2.2 Changes to Terms of Use

These Terms of Use may be updated from time to time and any changes will be effective immediately upon notification on the PartsTrader website. You are responsible for ensuring you are familiar with the latest Terms of Use and if you do not agree to be bound by these terms, you must discontinue use of PartsTrader and Notify us of your wish to withdraw your Membership. Your continued use of PartsTrader and payment of any fees herein will constitute conclusive acceptance of the Terms of Use as amended.

2.3 Use of PartsTrader

The use of PartsTrader is restricted to Requests and Quotations for parts required to repair motor vehicles.

2.4 Cost of Use

PartsTrader is made available to Members on the following basis:

a. no fee is applicable for all IAG NZ PartsTrader transactions;

b. a fee of 3.5% of the total Quote as entered in PartsTrader is payable to us and will be charged to Suppliers for all open market PartsTrader transactions.

2.5 These Terms of Use supplement our other agreements with you (if any), including, but not limited to, the Motor Vehicles Repairers Agreement and any other agreement to which you may be a party with us.

3. MEMBERSHIP

3.1 Registration
Registration of a Member to use PartsTrader will be at our sole discretion. By registering as a Member you warrant to us that:

a. all information you provide at the time of registration is true, complete and accurate;

b. you will continue to keep your membership information up to date, true, complete and accurate at all times during your membership;

c. you hold authority to act for the organisation that you represent and you will Notify us immediately if you cease to hold such authority;

d. you have not relied upon any pre-contractual advice, representations or warranties given or made by us in agreeing to be bound by these Terms of Use;

e. you grant us permission to contact you electronically for any purpose related to the operation or enhancement of PartsTrader;

f. You are GST registered;

g. If you are a Dismantler you have an Environment Management Plan

h. You have a current and maintained Health and Safety Policy Manual;

i. You store and deal with all parts (including, but not limited to, parts for sale and parts to be returned to Suppliers) in accordance with best industry practice and adequately protect all parts against damage, harm, loss, and destruction; and

j. If you are deemed a Second Hand Dealer engaged in business, as defined under the Secondhand Dealers and Pawnbrokers Act 2004, you have the relevant license and certifications required under the Secondhand Dealers and Pawnbrokers Act 2004; and

k. You will not, at any time, share your Login Details with anyone or participate in price checking of any kind using PartsTrader.

3.2 Acceptance of Membership application

We reserve the right to accept or reject any Membership application.

3.3 Change of Membership details

You may change your registration details at any time by Notifying us or updating your profile on the Website.

3.4 Termination of Membership by You

You may terminate your Membership of PartsTrader at any time for any reason by notifying us in writing.

3.5 Suspension/Termination of Membership by Us

We reserve the right in our sole discretion to suspend or terminate the Membership of any Member, or to refuse a Member access to PartsTrader without notice. Membership may be suspended or terminated for the following reasons:

a. we believe that any information you have provided to us is, untrue, incomplete, inaccurate or not current;

b. you fail to comply with these Terms of Use;

c. you fail to pay Transaction Fees, Monthly Supplier Administration Fees or Re-Activation Fees as they become due and owing to us;

d. you fail to maintain sufficient scores within PartsTrader’s ratings and performance metrics system.

e. multiple and/or serious complaints are received from other Members relating to your use of PartsTrader including, but not limited to, failure to complete transactions;

f. we, in our sole discretion, deem your behaviour relating to the use of PartsTrader to be unacceptable; or

g. you are placed into receivership, liquidation, bankruptcy, statutory management, or a charge holder enters into possession of any asset you hold; or

h. you do anything which would render you liable to be placed into receivership, liquidation, bankruptcy, statutory management, or liable for any charge holder to enter possession of any asset you hold.

3.6 Effect of Termination

You agree that any termination of your access to PartsTrader under any provision of these Terms of Use may be effected immediately without Notice, and acknowledge that in such event, we may immediately deactivate or delete your Membership and all related information and files in your account and/or prohibit any further access to such files of PartsTrader. Further, you agree that we shall not be liable to you or any third party for any loss or damage arising out of termination of your access to PartsTrader. On termination, all licences granted under or pursuant to these Terms of Use will end and you will not be authorised to use PartsTrader.

4. DISCLAIMER

4.1 You expressly understand and agree that:

a. PartsTrader and the services available through PartsTrader are provided on an "as is" and "as available" basis;

b. Your use of PartsTrader is at your sole risk.

To the extent permitted by law we expressly disclaim all conditions or warranties, which would otherwise be implied into these Terms of Use;

c. We make no warranty that:

i. the services provided by PartsTrader will be uninterrupted, timely, secure, or error and/or virus free;

ii. defects in the services provided by PartsTrader will be corrected;

iii. the information provided on the Website or linked web sites is error-free or reliable;

iv. any parts procured through PartsTrader will meet your requirements;

d. We do not verify or assume any responsibility for:

i. the completeness or accuracy of the content provided on PartsTrader, including without limitation any Requests, any Quotes, any advertisements and industry information posted on the Website or any linked web site or other information concerning a Repairer, or a Supplier, or an Assessor; or

ii. the content of anything you or any other Member may post on the Website, (together, "the Content").

e. We offer no warranties in relation to parts offered or procured on PartsTrader.

You acknowledge that we make no representation as to the ownership or title in parts offered or sold, the presence or absence of any caveats or security interests on items offered or sold, or as to the ability or authority of either a Repairer or Supplier to complete a transaction.

f. No advice or information that is obtained by you from PartsTrader or us or any Member or otherwise shall create any warranty not expressly stated in these Terms of Use.

5. OPERATION OF PARTSTRADER

5.1 Submissions and Acceptance

PartsTrader enables Repairers to submit a Request and Suppliers to submit a Quote in response to that Request. The relevant Quotes can only be assessed by the requesting Repairer and the Insurer or Assessor (if applicable) once the period for submitting Quotes has closed.

5.2 Extent of PartsTrader Service

PartsTrader provides an electronic platform for Repairers and Suppliers to submit Requests and Quotes, and Repairers to approve selected Quotes. PartsTrader is only an electronic platform, and does not take any part in the sale of items other than by facilitating procurement of parts via the Website for which service a transaction fee may be charged by us. We do not act as agent for any Member. For the avoidance of doubt, no contract is formed with PartsTrader or us for the sale of parts at any time in the PartsTrader procurement process.

5.3 At Own Risk

Transactions conducted with other Members are conducted entirely at your own risk. You agree that we take no responsibility for any misconduct of any Members including, but without limitation, Members that have registered under false pretences or any attempts by Members to defraud other Members.

5.4 Functioning

You are responsible for ensuring you have and maintain adequate and functioning computer hardware and software to ensure transmission of your Requests or Quotes or to assess Quotes and to access the other functions of PartsTrader. We shall not be responsible for any delay or failure of transmission or any download or upload of data from, to or via PartsTrader, whether or not such delay or failure arises out of a defect, fault, loss of availability or malfunction of PartsTrader.

5.5 Unacceptable Use

You shall not engage in any illegal or offensive behaviour while using PartsTrader or gain, or attempt to gain unauthorised access to PartsTrader, our systems or that of other parties accessing the site or any information or data to which you are not granted access. You shall not attempt to damage or harm PartsTrader or the Website in any way, including,but without limitation, by:

a. uploading, posting emails, or otherwise transmitting any unsolicited or unauthorised advertising or promotional material;

b. uploading, posting emails or otherwise transmitting any data file containing software viruses or any other computer code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

c. acting in a manner that negatively affects the ability of any Member to engage in reasonable usage of the Website; or

d. interfering with or disrupting the services of the Website.

6. GENERAL TENDER PROCESS RULES

6.1 All Requests and Quotes made through PartsTrader shall be made in good faith. All selections of Quotes by a Repairer must be made in good faith. All approvals and rejections of Quotes must be made in good faith.

6.2 All Quotes must be listed in New Zealand dollars and exclude GST, which must be shown separately. In the event that a transaction fee applies it will be calculated at the applicable rate based on the total value of the quote and may be added to the cost of parts quoted including GST.

6.3 Quotes in response to a particular Request must be received prior to the closing time shown on that Request. Any late Quotes will not be accepted by PartsTrader and will be treated as void.

6.4 A Repairer is not obliged to accept the lowest Quote. Where a Repairer rejects all Quotes it must immediately withdraw the request from PartsTrader.

6.5 If you are the Supplier who has provided an approved Quote in relation to any Request, you will be notified by the requesting Repairer directly. We do not accept any responsibility in processing any notification between requesting Repairers and successful Suppliers.

6.6 Suppliers shall not discuss or share any information contained in or relating to any Quotes to be submitted in response to a Request.

6.7 No Repairer or Supplier shall act in a way that has the effect of discouraging any Supplier from submitting a Quote in response to a Request.

6.8 We will not remove, edit or amend any of the content in relation to a particular Request before the date for responses to the particular Request has closed. Notwithstanding this, we reserve the right to remove any of the content at any time and without notice in the event that it is found, in our unfettered opinion, to be defamatory, offensive, otherwise actionable by any party, or in violation of any rule or law.

6.9 Quotes will be held by PartsTrader until the closing time shown on a Request has passed and PartsTrader will then generate a list of Quotes for the requesting Repairer to review. The identity, contact details and quoted prices will only be released to the requesting Repairer at that point.

6.10 PartsTrader will collect feedback on your performance in the marketplace from other Members, and will publish summarised ratings of your performance to other Members. We do not accept any responsibility for the accuracy of this information or its impact on you or your business.

7. REPAIRER'S OBLIGATIONS

7.1 If you are a Member who at any time acts in the capacity of a Repairer, when acting in that capacity you shall comply with the following terms:

a. You shall only enter Requests that are accurate, truthful and complete and provide sufficient information to enable a Supplier to quote accurately.

b. You shall only place Requests for parts if you genuinely intend to purchase the parts from Suppliers via PartsTrader provided that the quotes that you receive are viable in meeting your stated requirements. At least 60% of your requests must result in an order being completed to a quoting Supplier.

c. You shall only place Requests for parts that you require and you shall NOT place a Request where you are unable to complete a transaction. You agree to indemnify us against any liability which we may incur to a third party arising out of a Request placed by you.

d. You may amend, add to, or withdraw a Request at any time prior to the closing time indicated on the Request. All Suppliers will automatically be notified of such change.

e. Once a Request has been submitted, you shall not buy the requested parts outside the PartsTrader process until the period for submitting Quotes has expired and you have rejected all Quotes.

f. You may select any Quote, any combination of Quotes or reject all Quotes at your discretion. You are not obliged to discuss with any Supplier the reasons why any Quote was selected or rejected.

g. If you become aware of a better purchasing option outside the system after the request has closed you must escalate the request so that all suppliers (including the better option) have an equal chance to re-quote.

h. You must use best endeavours to choose the winning Supplier or Suppliers, Escalate the Request, or withdraw the quotation from PartsTrader within 5 Business Days of the quote closing.

i. You must place a purchase order for parts to Suppliers as soon as possible after you have selected the winning suppliers in PartsTrader. If circumstances change and you are unable to place the purchase order for the quoted parts you must immediately notify the chosen Supplier that the order will not proceed.

j. You must provide feedback on Suppliers whom you have completed transactions with via PartsTrader when requested.

k. You must notify us of any unethical or unprofessional behaviour, or significant issues in terms of quality and delivery from Suppliers.

l. You must pay Suppliers accounts for parts ordered in accordance with the Suppliers quoted terms of payment.

m. You must ensure that parts are checked and any issues identified are raised with the supplier prior to painting any parts.

n. Select the correct insurer from the available list if the request relates to a claim from an insurer that is a sponsor of PartsTrader.

o. You must provide a valid reason that a request is not going to proceed when you withdraw a request.

p. You must always either choose a winner, Escalate, or withdraw any request that has been closed for more than 25 Business Days.

q. You must not act in any way so as to undermine PartsTrader or the Network. Specifically (but without limitation) you must not:

i. Provide an unfair advantage to any Supplier;

ii. Act so as to limit in any way the supplier response to a PartsTrader request;

iii. Use PartsTrader to get valid Quotes then withdraw the Request and purchase outside of PartsTrader;

iv. Fail to pay Suppliers within their terms of payment; or

v. Attempt to renegotiate a further discount on the price that a Supplier has quoted or use Quotes to secure better prices outside of PartsTrader.

vi. Act in an unprofessional, unethical, or unfair manner to another Member.

r. You agree to comply with all other provisions set out in these Terms of Use.

8. SUPPLIER'S OBLIGATIONS

8.1 If you are a Member who, at any time, acts in the capacity of a Supplier, when acting in that capacity, you shall comply with the following terms:

a. You may elect to submit a Quote in response to a Request at your sole discretion. If you do not have sufficient information to quote accurately it is your responsibility to contact the Repairer for further information;

b. All prices quoted on PartsTrader to be your best price based on the trade price or lower, net of all discounts and rebates. Your Quote must include the cost of all freight as a fixed price, shown separately;

c. You must use best endeavours to provide details of any defects in relation to the quoted parts and state any allowable repair times and deductions you are willing to provide a Repairer to rectify any defects;

d. The Quote must assume the supply of parts of merchantable quality and fit for the purpose that is specified in the request, and is sufficient to allow for any repair allowances that may be required to fix any defects to those parts;

e. You may not change any Quote after the Closing Date. You shall only place a Quote where there is a genuine intention and capability to provide the parts at the Quote price entered within the Delivery Time;

f. You must, where feasible, withdraw a Quote if the parts become unavailable;

g. You must clearly highlight, by adding notes to the Quote in PartsTrader any of the following:

i. Non-standard warranty conditions; and

ii. Restocking fees greater than 10% that may apply for returns, or parts that cannot be returned;

h. You must clearly indicate the terms of payment you are offering and if more than one option is provided in the Quote, you must honour the option chosen by the Repairer.

i. When requested to do so, you must provide anonymous feedback on Repairers with whom you have completed transactions via PartsTrader.

j. You must notify us of any unethical or unprofessional behavior, or significant issues in dealings with Repairers.

k. You must quote prices that are similar to or better than you typically provide to trade buyers outside of PartsTrader.

l. Where you are notified that your Quote has been accepted by the requesting Repairer, you shall provide the parts requested in the Request at the agreed price set out in your Quote. By placing a Quote, you warrant and represent that you have the legal right to enter into and complete the transaction.

m. You must not act in any way so as to undermine PartsTrader or the Network. Specifically (but without limitation) you must not:

i. Discuss or collude with other Repairers or Suppliers in the setting of prices or deciding whether to make a Quote;

ii. Engage in any action that would provide an unfair advantage to any other person; or

iii. Act in an unprofessional, unethical, or unfair manner to another Member.

n. You agree to comply with all other provisions set out in these Terms of Use.

o. Suppliers that do not provide the parts at the quoted price will receive a warning, after a complaint by a Repairer in respect of a particular transaction. Complaints regarding a Member's behavior may result in termination of the Member.

9. ASSESSOR'S OBLIGATIONS

9.1 If you are a Member who, at any time, acts in the capacity of an Assessor, when acting in that capacity you shall comply with the following terms:

a. You shall promptly resolve with Repairers any issues concerning the selected Quote.

b. Assessors may submit a Request on behalf of a Repairer. In doing so, you acknowledge that you are acting as a Repairer for that request and agree to ensure all obligations that apply to Repairers in these Terms of Use are met.

c. You agree to comply with all other provisions set out in these Terms of Use.

d. You agree to support, enable and encourage Suppliers and Repairers to comply with all provisions set out in these Terms of Use, support our efforts to enforce compliance with these Terms of Use, and inform us of any breaches of these Terms of Use, and not take any action which undermines our ability to enforce these Terms of Use.

10. TRANSACTION FEES

10.1 Repairers and Suppliers agree to comply with the following Transaction Fee terms and not act in a manner to avoid payment of such fees:

a. Transaction Fees of 3.5% of the total accepted Quote will be payable to us by Suppliers and will apply to all successful transactions except for parts required for IAG NZ insurance claims. PartsTrader will notify the Repairer and Supplier if a transaction fee applies to the parts request;

b. The Transaction Fee will apply to the total value of the Quote including GST;

c. Suppliers will be invoiced weekly for all Transaction Fees;

d. Suppliers are required to pay Transaction Fees within 20 Business Days following receipt of an invoice. Suppliers can pay Transaction Fees either by credit card or direct payment into our nominated bank account;

e. Suppliers may request a credit of their Transaction Fee if:

i. The Supplier did not receive a parts order (this may be confirmed with the Repairer); or

ii. The value of the order differed from the Quote (please provide a copy of your revised invoice); or

iii. The Repairer returned the parts (please provide a copy of your credit note).

f. Credit notes will be issued in the event that an order does not proceed or parts are returned. The Supplier is responsible for requesting the credit within 20 Business Days of being invoiced and providing proof to support the credit request.

g. Statements of account are available online within PartsTrader.

11. TERMS OF PURCHASE/SUPPLY

11.1 In relation to the purchase by Repairers and the supply by Suppliers of motor vehicle parts for motor vehicle repairs, you warrant as follows:

a. Returns

The Repairer shall promptly advise the Supplier regarding any problem with the parts supplied. The Repairer shall return any part for which it requires a credit within 14 days of receipt. The Supplier shall accept all parts returned by the Repairer within 14 days of receipt and credit the Repairer the full invoiced value of the part (unless stated on the quotation as being non-returnable or subject to a re-stocking fee). If a part is returned because the wrong part was ordered by the Repairer or the part is no longer required, the Repairer shall be responsible for the cost of freight. If a part is returned because the Supplier supplied the wrong part or the part has been rejected by the Repairer due to being unfit for its purpose, the Supplier shall bear the cost of freight.

b. Restocking Fees

If parts are either not returnable, or will incur a restocking fee greater than 10% if returned, Suppliers are required to explicitly state in the comments on the Quote. If a Repairer is returning parts due to defects or other quality issues, late delivery, or the incorrect parts are supplied, no restocking fee will be applicable. Electronic sensor components for new parts and related safety systems are not returnable, unless the Supplier has supplied the wrong parts. Electronic sensor components for recycled parts and related safety systems incur a 20% Restocking Fee, unless the Supplier has supplied the wrong parts.

c. Refurbished parts

All negotiations for parts refurbishment allowances are between the Repairer and the Supplier. We accept no responsibility or pay the cost of any parts refurbishment. Suppliers must Quote parts that are of merchantable quality and fit for purpose based on the information provided by the Repairer in the Request. If refurbishment of any part is required to ensure the part is of merchantable quality an appropriate Refurbishment Allowance shall be shown separately on the Quote. If parts are supplied that require repairs, Repairers are entitled to request a credit off the total price for the time required to undertake those repairs at a cost agreed by both parties, prior to the parts being repaired, painted or fitted. Repairers are expected to paint parts and this cost will not, without prior agreement, be passed on to Suppliers. The Repairer may at its sole discretion return a part supplied where the Repairer considers the Refurbishment Allowance is inadequate or the quality of the part has been misrepresented. The Supplier may at its sole discretion either credit the Repairer the full value of the returned part and pay the cost of freight to return the part or negotiate a Refurbishment Allowance.

d. Payment

The Repairer shall pay for all parts purchased through PartsTrader by the due date or promptly advise the Supplier if any invoice is disputed. Standard payment terms of net 20th of the month following delivery are to be extended to all Repairers unless alternative terms are specified on the Quotation.

e. Warranty

All parts quoted shall be of merchantable quality. The Supplier shall warrant all used parts supplied for a period of not less than 180 days from the date of invoice. All new parts supplied shall be covered by the relevant manufacturer’s standard warranty terms.

f. Title and Risk

Title and risk in all parts supplied will remain with the Supplier until the parts are delivered to and signed for by the Repairer at which time title and risk will pass to the Repairer.

g. Freight Costs

The cost of freight is the responsibility of the Supplier. Freight costs shall be shown separately on the Supplier’s Quote and this shall be charged to the Repairer at the quoted price.

h. Delivery Time

Suppliers must supply the parts within the delivery time specified on their quote.

12. BREACH

12.1 If you fail to comply with any of these Terms of Use we may carry out any, some or all of the following at our sole and unfettered discretion:

a. require you to remedy such failure;

b. remove any information or data causing or relating to the failure from the Website, including removing your Requests or Quotes;

c. advise other Members of your action;

d. issue a warning to you;

e. terminate your access to all or any part of PartsTrader; and/or

f. take any other action appropriate to remedy such failure or that we believe is necessary to minimise or eliminate our potential liability, including but not limited to the release of any Member's information to a third party.

12.2 If we breach any of our obligations under these Terms of Use or if you become dissatisfied with PartsTrader, your sole and exclusive remedy shall be to terminate your registration for PartsTrader in accordance with these Terms of Use.

13. LIABILITY AND INDEMNITY

13.1 Liability

You agree that, to the maximum extent permitted by law, any and all liability and responsibility of us to you or any other person, entity or agent under or in connection with these Terms of Use, or in connection with PartsTrader or the Website, another Member's acts or omissions, or your use of or inability to use PartsTrader or the Website is excluded regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise. Our liability and responsibility is excluded in respect of any and all loss or damages, whether direct or indirect, including, without limitation, loss of profits, loss of data, loss of business or anticipated savings, general and special damages, and consequential and incidental loss.

13.2 Indemnity

You agree to release, indemnify and keep us indemnified from and against all actions, claims, costs (including legal costs and expenses) losses, proceedings, damages, liabilities, or demands suffered or incurred by us to arising out of or in connection with your failure to comply with these Terms of Use, your failure to complete a transaction, or arising out of any Content or item you submit, post, transmit, or make available through PartsTrader.

14. INTELLECTUAL PROPERTY

14.1 Copyright

The Website (including text, graphics, logos, icons, sound recordings and software and other material displayed or used on or by the Website ("Material")) is owned or licensed by us. You may not, without our written permission, in any form or by any means:

a. adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of the Website; or

b. commercialise or on-sell any information or items obtained from any part of the Website.

14.2 Licence

We authorise you to view and download only such copies of the Material on PartsTrader as are necessary to meet your legal obligations as a Member and solely to enable you to consider and reply to the Requests and Quotes submitted on PartsTrader. Your use of the Material on any other website or in a networked computer environment for any purpose other than as is strictly necessary for responding to Requests and Quotes is prohibited.

15. GENERAL PROVISIONS

15.1 System Integrity

We will make all reasonable efforts to ensure the availability of the Website. However we take no responsibility for any lack of system availability, or any loss or damage incurred as a result of availability or performance. No responsibility is assumed by us for the corruption of any of the data held on the Website.

15.2 Dispute Resolution

We will not take part in the resolution of disputes that arise between Members as a result of any use of PartsTrader.

15.3 Modification and Discontinuation

We reserve the right for any reason, at any time, without notice and in particular but without limitation, to carry out preventative or corrective maintenance, to modify or to discontinue, temporarily or permanently, PartsTrader (or any part thereof). You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuation of PartsTrader.

15.4 Personal Information and data

You agree that we may collect information and data given by you to PartsTrader or use cookies to record your visit. Personal information collected will be collected, held, used and disclosed in accordance with PartsTrader’s Privacy Policy. Other data you provide will be our exclusive property and may be used by us for any purpose. To ensure your compliance with your responsibilities under these Terms of Use, you also acknowledge and agree that we may audit or track your use of PartsTrader (acting reasonably).

15.5 No confidentiality:

a. By accepting these Terms of Use you acknowledge that you are providing information as part of a public tender process and that as a result this does not give rise to any obligations of confidence on behalf of any recipient of that information.

b. IAG NZ's access to Data will be limited to Data related to transactions for IAG NZ related claims. PartsTrader New Zealand Limited will not release the Data of non IAG NZ related transactions to IAG NZ or any other third party (except as may be required by law, court order or government sanctioned independent inquiry) other than to enable an independent auditor to PartsTrader New Zealand Limited’s compliance of its agreement with IAG NZ or to report aggregated market trends and conditions. Where Data is released to an independent auditor PartsTrader New Zealand Limited shall obtain an indemnity from such auditor in relation to any infringement of a requirement which PartsTrader New Zealand Limited shall impose on such auditor to keep all Data confidential and undisclosed to any third party other than as may be permitted herein.

15.6 Advertisements, Industry News and Links

PartsTrader displays advertisements, general industry news and links to other websites. We accept no responsibility regarding the completeness or accuracy of the information presented. We have no control over and we shall not be liable for anything contained on a website that is linked from the Website. You agree that you will be solely responsible for any actions taken by you as a result of information presented on this Website or links to any other websites.

15.7 Entire agreement

These Terms of Use set out the parties’ entire agreement concerning your use of PartsTrader.

15.8 Force Majeure

We accept no liability for any failure to comply with these Terms of Use where such failure is due wholly or in part to circumstances beyond our reasonable control.

15.9 No Waiver

No term or condition will be deemed to have been waived and no delay or default will be excused unless the waiver or excuse is in writing and signed by an authorised representative of the party providing the waiver or excuse. A waiver of a breach is not a waiver of any other breach.

15.10 Partial Invalidity

If any provision of these Terms of Use is held to be invalid, unenforceable or illegal for any reason, that provision shall be severed and the remaining terms shall continue in full force and effect.

15.11 Governing Law

These Terms of Use are governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.

15.12 Relationships

Nothing in these Terms of Use creates or evidences any partnership, joint venture, agency, trust or employer/employee relationship between the parties unless specifically provided otherwise.

15.13 Assignment

Members may not assign, transfer or novate any of its rights or obligations under these Terms of Use without our prior approval . Any changes in the control of 50% or more of the votes of the Member’s ultimate owner or controller, or any other change in control of the Member which has a similar effect, will be deemed as assignment of the Member’s rights under this clause.

15.14 New Members

Nothing in these Terms of Use prevents us from appointing new Members to PartsTrader at our sole discretion.

15.15 Termination of Access

We may terminate access to the Website at any time without notice. Clauses 4, 8, 9, 11.5, and 11.12 of these Terms of Use will survive any such termination.

15.16 Definitions

In these Terms of Use, the following expressions have the meanings set out below:

a. "Assessor" means a person, firm or company nominated to represent an insurance company to review and approve or decline the cost for a Repairer to repair a motor vehicle claim;

b. "Business Day" means a day that is not a Saturday, Sunday, public holiday or bank holiday in New Zealand.

c. "Closing Date" means the date the Request closes.

d. "Data" means information received and accrued on PartsTrader but excludes information that is readily available to Members on PartsTrader;

e. "Delivery Time" means the amount of time, in Business Days, that the supplier best estimates that it will take for the repairer to receive the complete parts package after the repairer places an order with the Supplier.

f. "Escalate" means to send the request out to more suppliers in order to seek more quotes;

g. "Health and Safety Policy Manual" means a manual setting out health and safety policy that includes, but is not limited to, policy surrounding hazard management, incident recording and investigation, and emergency preparedness;

h. "IAG Aligned Repairer" means a repairer who is part of the IAG NZ approved repairer network and has a signed an agreement with IAG NZ;

i. "IAG Aligned Supplier" means a supplier that has been approved by IAG NZ to supply to IAG Aligned Repairer’s;

j. "IAG NZ" means IAG New Zealand Limited;

k. "Login Details" means your details used to login to PartsTrader.

l. "Member" means a legal person who has accepted the Terms of Use and whose application for membership of PartsTrader has been accepted by us.

m. "Membership" shall be construed accordingly;

n. "Motor vehicle Repairers Agreement" means any agreement the member has with an insurer relating to repairing vehicles including, but not limited to agreements with IAG New Zealand Ltd, as may be varied from time to time.

o. "Network" means the Members.

p. "Notify" means to notify PartsTrader New Zealand Limited in writing, and includes but is not limited to letter, fax, or email;

q. "PartsTrader" means the electronic platform which is comprised of system of hardware and software designed to enable an e-marketplace operated by us at the Website;

r. "Open Market" means all Requests that are not related to IAG including those related to other insurers;

s. "Professional Reference" means a reference written and provided by an individual or company who has engaged in commercial transactions with the applicant

t. "Quote" and "Quotation" means a bid submitted by a Supplier on PartsTrader to provide motor vehicle parts on specified terms, in response to a Request;

u. "Re-Activation Fee" means the fee payable pursuant to clause 12 of these Terms of Use.

v. "Refurbishment Allowance" means the amount negotiated between a repairer and supplier that a supplier will credit back to the repairer in compensation for refurbishing parts up to merchantable quality.

w. "Repairer" means a motor vehicle repairer who has registered as a Member;

x. "Request" means a request for parts submitted by a Repairer on PartsTrader;

y. "Restocking Fees" means the fees set out in clause 11(b) of these Terms of Use.

z. "Supplier" means an approved supplier of motor vehicle parts and who has registered as a Member;

aa. "Supplier Administration Fee" means the fee payable by a Supplier on the terms set out in clause 11 of these Terms of Use;

ab. "Terms of Use" means these terms and conditions for use of PartsTrader as they may be amended from time to time;

ac. "Transaction Fee" means the transaction fees set out in clause 10 of these Terms of Use.

ad. "Website" means the PartsTrader website at http://www.partstrader.co.nz;

ae. "we", "us" and "our" if you are an IAG NZ Aligned Repairer or IAG NZ Aligned Supplier means IAG NZ and PartsTrader New Zealand Limited, either jointly or severally; and

af. "we", "us" and "our" if you are not an IAG Aligned Repairer or IAG Aligned Supplier means PartsTrader New Zealand Limited; and

ag. "you" and "your" means you and any other company, partnership, business or other such entity of which you may be an employee, officer, agent or otherwise acting on behalf of.