Kora New Zealand Limited
Terms of Trade

Please read the following Trade Terms carefully. They apply to the Fuel Card provided by Kora New Zealand Limited (“Kora”) to the Customer, and to the Account and to any other transactions between Kora and the Customer.

1. DEFINITIONS AND INTERPRETATION

In this Agreement the words and phrases referred to below are defined as follows:

“Account” means all accounts (however titled) provided by Kora to the Customer, to record the purchase of Products on credit, any other transactions between Kora and the Customer, and the incurring of fees and other charges by the Customer.

“Address for Service” means the postal address or email address notified by the Customer and by the Guarantor; PO Box 51542, Pakuranga, Auckland 2140 for Kora.

“Agreement” means these Trade Terms and the Application.

“Application” means the “Account Application Form” or other Kora approved form that a Customer must complete to make an application to Kora to open an Account for the issue of a Fuel Card, including any electronic version of these forms.

“Authorised Person” means a person named on the Application, or otherwise advised in writing to Kora by the Customer, who is authorised on behalf of the Customer to apply for the issue of Fuel Cards.

“Cardholder” means the person/legal entity named on or using a Fuel Card.

“Customer” means the person/legal entity described in the Application, and the persons/legal entities who apply for and open an Account.

“Default Event” means an event where:

• the Customer fails, or in Kora’s opinion is likely to fail, to comply with the Agreement, or any other contract with Kora;
• the Customer commits an act of bankruptcy;
• the Customer enters into any composition or arrangement with creditors;
• if the Customer is a company:
  • it liable to be put into liquidation;
  • fails to provide a certificate of solvency within 10 days of receiving a written demand from Kora;
  • a receiver or statutory or official manager is appointed over all or any of its assets;
  • the ownership or effective control of the Customer or the Customer’s business is transferred or the nature of the Customer’s business is materially altered.

“Due Date” means the date notified by Kora to the Customer by which a Sum Owing must be paid and if no date is specified, is by the 10th day of the month following any purchase of Product.

“Discount” means an agreed reduction in Product pricing as purchased at pump from Outlet.

“Fuel Card” means any card issued in accordance with an Application.

“Guarantor” means the guarantor(s) signing any Deed of Guarantee and Indemnity required by Kora guaranteeing the obligations of the Customer.

“Outlet” means those service stations, merchants, dealerships, depots and fuel dispensing facilities throughout New Zealand where Fuel Cards are approved for use by Kora.

“PIN” means the Personal Identification Number for use with a Fuel Card.

“PPSA” means Personal Property Securities Act 1999.

“Prepayment” means an amount that the Customer agrees to pay to Kora to be held as a prepayment against the Customer’s Account.

“Product” means those goods and services authorised by Kora for purchase using Fuel Card from an Outlet or direct from Kora.

“Recommendation” means the best option for a given situation based on sources believed to be accurate.

“Sum Owing” means the amount due by the Customer to Kora as set out in clause 2.

“Supplier” means a supplier that Kora has a business relationship with.

“Kora” means Kora New Zealand Limited, any person or entity acting for or on behalf of Kora New Zealand Limited, or with the permission or authority of Kora New Zealand Limited.

“Terms of trade” means these trade terms and the trade terms as amended from time to time by Kora.

“Transaction Limit” means any amount notified by Kora from time to time.

“Bond” means an amount that Kora requires the Customer to pay to Kora to be held as a security value against the Customer’s Account for a specified period of time.

In this Agreement, unless the context otherwise requires or specifically otherwise states:

• amounts are in New Zealand Dollars;
• the singular includes the plural and vice versa;
• time is of the essence.

Kora Terms of Trade from June 2024 Page | 1

2. SUM OWING

Kora will send an invoice or statement in respect of the Account to the Customer weekly or fortnightly or monthly.

The invoice or statement will show the Sum Owing to Kora at the time of issue, how that Sum Owing is calculated, and the Due Date for payment of the Sum Owing to Kora.

The Customer shall pay the Sum Owing to Kora:

• in full without any deductions, whether by way of set off, counter claim, or any other equitable legal claim;
• by automatic bank direct debit initiated by Kora, or by automated credit/debit card process initiated by Kora.

If account includes Prepayment top up payments to be made by direct credit then reference Account and Sum Owing should never be greater than zero at end of invoicing cycle.

3. PAYMENT

The Customer shall pay the Sum Owing to Kora by the Due Date.

Kora may apply any payment received from or on behalf of the Customer, and any credits due to the Customer, in reduction of the Sum Owing as Kora thinks fit.

The Customer acknowledges:

• Kora continues to allow use of the Fuel Card on condition that all payments received by Kora from the Customer are valid and made in the ordinary course of the Customer’s business;
• Kora receives all payments in the ordinary course of the Customer’s business and in good faith and in the reasonably held belief as to the validity of those payments;
• Kora has, in accepting each Customer payment, altered its position in reliance on the validity of each payment:
  • by delaying revocation of the authority granted to the Customer in clause 6.5b;
  • by the continued supply of Products after the receipt of each payment whether or not the Customer pays for the Products;
  • if payment is received after Due Date by foregoing its right to commence recovery action against the Customer, or Guarantor.

4. SUPPLY

The supply of Products shall be completed upon dispatch/supply from the Outlet to the Customer or Cardholder as the case may be.

Kora shall not:

• to the extent permitted by law, be liable for failure to supply, refusal to supply, defective supply of Products;
• guarantee a continuing relationship between the Customer and any Outlet.

5. SUPPLY OF OTHER FUELS

For the purposes of this clause 5:

• “specialised fuel” means any fuel falling outside the application of section 4 of the Engine Fuel Specification Regulations 2011.
• a “restricted person” is any person, organisation or state to which the sale or supply of specialised fuel is prohibited by the laws of New Zealand or by any international law to which New Zealand is a signatory.

Only Fuel Cards that have been authorised by Kora for the supply of specialised fuel may be used by the Customer for the purchase of specialised fuel, and in the case of specialised fuel the specific provisions of this clause 5 apply in addition to the other provisions of the Terms of Trade.

Where a Customer uses a Fuel Card for the purchase of specialised fuel:

• it is the Customer’s responsibility to ensure that the correct type of specialised fuel for the Customer’s needs has been purchased and supplied to the Customer;
• the Customer shall at all times comply with all requirements (including regulatory requirements) of the Outlet supplying the specialised fuel, including completion of any documents required such as release notes;
• it is the Customer’s responsibility to ensure that any documents completed in respect of the supply of specialised fuel (including release notes) are completed correctly;
• the Customer acknowledges that the Outlet may refuse to supply specialised fuel where the Customer does not, at the request of the Outlet, produce a Fuel Card that is authorised for the supply of specialised fuel;
• the Customer acknowledges that Kora may at any time suspend or terminate the Customer’s Account where Kora has reason to believe that the Customer is or will be a restricted person, and/or intends to sell, transfer or supply specialised fuel to a restricted person;
• the Customer indemnifies Kora in respect of all liabilities, costs and expenses (including without limitation full costs between solicitor and client), claims or demands incurred by Kora or any third party resulting from the misfueling of any aircraft, boat or other vehicle, the incorrect use of specialised fuel products, and/or the death, injury or disease of any person arising from such misfueling or incorrect use.

6. RISK AND SECURITY INTEREST

Risk of any loss, damage or deterioration to the Products passes to the Customer upon supply.

Ownership in the Products remains with Kora and does not pass to the Customer until the Customer pays the Sum Owing to Kora.

Until payment of the Sum Owing the Customer shall insure the Products for their full insurable value.

7. PERSONAL PROPERTY SECURITIES ACT 1999

The Customer:

• Agrees that these Terms of Trade constitute a security agreement for the purposes of the PPSA;
• Agrees that a security interest is taken in all Products previously purchased using a Fuel Card or other goods and services otherwise supplied by Kora to the Customer (if any) and all Products that will be purchased using a Fuel Card or other goods and services otherwise supplied in the future by Kora to the Customer;
• Other than allowed by the PPSA, shall not register a financing statement or a change demand in respect of the Products without the prior written consent of Kora;
• Agrees to contract out of the Customer’s rights as detailed in sections 107(1) and 107(2) of the PPSA;
• Undertakes to indemnify and, upon demand, reimburse Kora for all costs, expenses and other charges incurred in relation to:
  • the registering of a financing statement or financing change statement on the Personal Property Securities Register;
  • any disputes or negotiations with third parties claiming an interest in the Products; in connection with these Terms of Trade.

The Customer waives the right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement relating to the security interest under the Terms of Trade.

The Customer shall unconditionally ratify any actions taken by Kora under clauses 7.1 and 7.2.

8. CLAIMS AND LIABILITY LIMITATION

Except as provided in any express warranty given and to the extent permitted by law, Kora:

• in respect of the Products, excludes all warranties, descriptions, representations or conditions whether implied by law, trade, custom or otherwise and whether relating to fitness, merchantability, suitability for purpose, or otherwise and all specific conditions even though such conditions may be known to Kora;
• excludes liability in any way to the Customer, any Cardholder, or any other third party, whether in tort (including negligence), contract, or otherwise, for any loss or damage whatsoever whether direct, or indirect, special, or consequential, and the Customer indemnifies Kora against any such claim;
• states that any liability in respect of the Products shall be limited to the price of the Products;
• contracts out of the provisions of the Consumer Guarantees Act 1993 where the Products are used for any business, or the Customer or Cardholder is a business.

Without limiting any other provision in these Terms of Trade, to the extent permitted by law Kora is not liable to the Customer or any Cardholder, whether directly or indirectly for:

• the actions of any Outlet;
• any Products purchased on Fuel Card;
• any fault with any automatic facility used in conjunction with the Fuel Card;
• any fault with the Fuel Card (including the PIN) itself;
• any fault with the electronic system which processes the Fuel Card transaction;
• any unauthorised use, misuse or fraud with a Fuel Card and/or PIN where Kora has not received written notification of cancellation AND, where applicable, the returned Fuel Card from the Customer in accordance with clauses 9.4f and 9.5.

Kora may at its complete discretion, give credit for the Products not supplied or incorrectly recorded; or supplied and established to be defective, provided that:

• any claim in respect of such Products must be notified to Kora within 10 days following receipt of the invoice/statement showing the supply of the Products;
• all claims must set out the nature of the claim in sufficient detail to enable Kora to investigate the claim; and
• the Customer shall take all steps to ensure that Kora has every opportunity to investigate the claim.

The decision by Kora in respect of a Customer claim shall be accepted as conclusive and binding by the Customer.

Where the Customer acquires the Products for business purposes, the Customer agrees that the statutory guarantees and implied terms, covenants and conditions contained in the Consumer Guarantees Act 1993 and Part 3 of the Contract and Commercial Law Act 2007 (Sale of Goods) does not apply to the Products. (In the absence of express written acknowledgement by Kora to the contrary the application by the Customer for an Account is determination that the Customer acquires Products for “business purposes”.)

The Customer is not permitted to on-sell the Products. The Customer indemnifies Kora against any liability or costs, incurred by Kora under the Consumer Guarantees Act 1993 and/or Part 3 of the Contract and Commercial Law Act 2007 (Sale of Goods), as a result of any breach by the Customer of this restriction or any other term of the Agreement.

To the extent permitted by law, the provisions of Subpart 3 of Part 2 of the Contract and Commercial Law Act 2007 (Contractual Remedies) shall apply to this contract as if section 59(1)(e) were omitted from that Subpart.

In addition to any other limitation or exclusion of Kora’s liability in this Agreement, and for the avoidance of doubt, Kora is not liable, to the extent permitted by law, for any loss, claims or damage of any kind whatsoever suffered by the Customer or any Cardholder arising directly or indirectly from any fuel purchased by the Customer or any Cardholder using the Fuel Card, not meeting or complying with:

• any specifications required by law, including, but without limitation, the specifications set out in the Engine Fuel Specifications Regulations 2011 as amended or replaced from time to time; or
• any warranty, representation, description or claims made by the Supplier or Outlet or both, that the fuel meets or complies with certain standards including, but without limitation, standards set by the Supplier, Outlet, legislation, regulatory body, local authority or otherwise.

9. THE KORA FUEL CARD

Kora retains ownership of any Fuel Card issued to a Customer.

The Fuel Card is issued by Kora to a Customer for use at the Outlets, by their Cardholders. Any Cardholder using a Fuel Card acts as an agent of the Customer in all respects in use of the Fuel Card.

The Customer is responsible for:

• advising all Cardholders of their obligations as the Customer’s agent under the Agreement;
• ensuring that all Cardholders comply with the Agreement;
• all use of a Fuel Card, whether authorised by the Customer or not;
• notifying Kora of any changes in the persons who are Authorised Persons;
• Notifying Kora of correct registered Organisation code to receive correct Discount.

The Customer must ensure that the Cardholder:

• does not use the Customer Account number as a PIN;
• keeps the PIN secure;
• not allow anyone else to use the Fuel Card or PIN;
• uses the correct Fuel Card as form of payment with Supplier to ensure Discount is applied correctly.
• does not enter into a single transaction exceeding the Transaction Limit and that no transaction, or series of transactions, shall exceed the applicable credit limit for the Fuel Card or the Account.
• does not attempt to obtain cash for refund of Products or be party to negotiation for direct “cash” discounts with a Supplier or an Outlet;
• where a credit is due from a Supplier or an Outlet, ensure that the credit is passed into Kora for the credit of the Customer;
• notify the Customer and Kora immediately if the Fuel Card is lost, stolen, misused, or the PIN is disclosed. Liability of the Customer for Products purchased by the unauthorised use of the Fuel Card (except where it results from fraud or negligence), shall cease only upon written acknowledgement by Kora of this notification;
• destroys the Fuel Card when required to do so, or the Account is closed.

The Customer:

• must destroy any cancelled Fuel Card (unless lost or stolen)
• The Customer will remain liable for all transactions recorded against a cancelled Fuel Card until such time as the cancelled Fuel Card is destroyed (except where the Fuel Card is cancelled pursuant to clause 9.4f).

Kora shall not be responsible for:

• the issue of a Fuel Card to any person who is not authorised as a Cardholder by the Customer, where a request is made for a Fuel Card by an Authorised Person;
• any dispute between the Customer and Cardholder;
• any dispute between the Customer and/or Cardholder, and any Supplier;
• any dispute between the Customer and/or Cardholder, and any Outlet;
• the actions of any Supplier or Outlet;
• any credit due by a Supplier or Outlet to a Customer until notification of such credit is received from the Supplier or Outlet;
• any losses caused by occurrences beyond its control where a Fuel Card is unable to be used.

The Customer shall not join Kora as a party to any claim involving a Supplier or Outlet and expressly agrees that any breach of this term is a Default Event.

10. FEES

The following fees may be added to the Account by Kora, and will therefore form part of the Sum Owing:

• a current monthly card fee per Account;
• a replacement card fee for any replacement Fuel Cards;
• a dishonour fee if any payment by the Customer is dishonoured or delayed;
• if payment of Sum Owing is by way of debit/credit card, merchant service fees will apply;
• any other fees charged by Kora, including fees charged for fuel management reports.

Kora reserves the right to vary these fees without notice to the Customer.

11. DEFAULT AND CONSEQUENCES OF NON PAYMENT

Should a Default Event occur Kora may suspend or cancel any Fuel Card and the Account, and the Sum Owing shall immediately become due and payable notwithstanding that the Due Date has not arrived.

If the Customer does not pay the Sum Owing by the Due Date, or in accordance with clause 11.1:

• Kora may charge interest at the rate of 2.5% per month (or such other rate as shall be notified on its website) in respect of the Sum Owing. Such interest shall accrue on a daily basis from the Due Date until payment in full and is charged for failure to pay and does not imply the granting of, or extension of, credit by Kora to the Customer. Failure to charge interest in accordance with this clause in any month does not preclude Kora from charging interest in accordance with this clause in any other month.
• If the Sum Owing remains overdue after thirty (30) days then an amount of $20.00 or 10.00% of the amount overdue (up to a maximum of $200), whichever is the greater, may be charged for administration fees and may become immediately due and payable.
• Kora may reverse any discounts recorded on the Account.
• Kora may debit any other account the Customer may have to pay the Sum Owing.
• the Customer shall be liable to pay for, and shall indemnify Kora against all Account transaction fees as may be deemed appropriate by Kora, administration collection costs, legal costs of Kora as between solicitor and client, and any collection commissions, incurred as a consequence of a Default Event.
• Kora may commence an action for any amount owing by the Customer where that amount is not paid by the Due Date or in accordance with clause 11.1.

12. THE PRIVACY ACT 2020 INFORMATION USE

The Customer and Guarantor agree that:

• the personal information provided, obtained and retained by Kora about them (including personal information about Customer’s and/or Guarantor’s directors, officers or trustees) will be held and used for any or all of the following purposes including:
  • determining eligibility for credit, including requesting information from credit reference and reporting agencies,
  • decisions regarding the supply of Products,
  • enforcing debt and legal obligations under the Agreement,
  • the marketing of goods and services including emails and market research by Kora and any Kora Supplier,
  • Kora providing the information to other providers of credit and credit reference and reporting agencies and debt collection agencies, in response to genuine credit related enquiries by such other providers and agencies.

The Customer and the Guarantor give irrevocable authority to Kora to:

• use any personal information for the purposes in clause 12.1a;
• obtain any information concerning the Customer and/or the Guarantor (including personal information about Customer’s and Guarantor’s directors, officers or trustees) from any other source for the purposes of Kora’s business with the Customer.

The Customer and Guarantor must notify Kora of any change in circumstances that may affect the accuracy of the information provided by them to Kora.

The Customer acknowledges, and will advise the Cardholder that, Kora may record the Cardholder’s name in conjunction with the Fuel Card issued to that Cardholder.

The Customer, Cardholder, Guarantor as a natural person and the Customer’s and Guarantor’s directors, officers or trustees, have rights of access to, and correction of any personal information held by Kora.

Where the Customer and/or Guarantors are an individual the authorities under clause 12.1a are authorities or consents for the purposes of the Privacy Act 2020.

There is no obligation to provide any personal information, however failure to provide the requested information may mean that Kora is unable to consider the application or provide a Fuel Card.

The Customer acknowledges that Kora may gather and share non-personal information, such as aggregated information, with third parties for a variety of purposes in the sole discretion of Kora. However Kora may only do so in such a way that no individual Customer is specifically identified or linked to any specific action or information.

13. APPLICATION

It is the Customer’s responsibility to ensure that all information provided in the Application, and in any other manner, to Kora is true and correct. The Customer must not withhold any information that the Customer reasonably should consider Kora should be aware of in considering the Application and the ability of Customer to pay Sum Owing.

If any of the information provided in the Application is incorrect, or if any information has been withheld as referred to in clause 13.1, Kora may close the Account.

14. ASSIGNMENT/CANCELLATION

Kora shall be entitled to assign to any other person or company all or part of the Sum Owing and the assignee shall be entitled to claim all or part of the Sum Owing and shall have the same rights of recovery as Kora.

Kora may assign the Agreement to any third party.

Kora shall be entitled to cancel all or any part of the Terms of Trade at any time with or without prior notice. Any such cancellation shall be without prejudice to Kora’s rights and remedies including, but not limited to, those which may arise from any breach or non-compliance by the Customer.

15. FUEL CARD WEB PORTAL

Kora may, at its discretion, offer to provide to the Customer online services from time to time (Online Services) through its web app portal or store app via Apple and Android. The domain name or other website as notified by Kora to the Customer from time to time (Portal), to enable the Customer’s nominated persons to administer the Fuel Card. The Customer agrees that by their nominated persons using the Online Services, the Customer shall be bound by the terms and conditions for the Online Services as published on the Portal and as updated by Kora from time to time in addition to the terms and conditions of the Agreement. Kora reserves the right to charge additional fees for the Online Services as notified by Kora to the Customer from time to time. In the event there is any conflict between the Agreement and the terms and conditions of the Online Services, the terms and conditions of the Online Services shall prevail to the extent of the conflicted provisions.

16. OTHER SUPPLY TERMS

If there is any inconsistency between the Agreement and any order submitted by the Customer, or any other arrangement between the parties, the Agreement shall prevail unless otherwise agreed in writing by the parties.

The Customer and Cardholder shall not approach any Supplier or Outlet for direct discounts, use the name of Kora, or reveal Supplier trading terms in any attempt to obtain personal discounts from businesses not associated with Kora. A breach of this term shall be a Default Event.

17. WAIVER

If at any time Kora does not enforce the Terms of Trade, or grants the Customer time or other indulgence, Kora shall not be construed as having waived the Terms of Trade or its right to later enforce the Terms of Trade.

18. TERMS SEPARATELY BINDING

Each clause of the Trade Terms is separately binding. If any provision of the Terms of Trade is found to be illegal, invalid or unenforceable, that provision shall be read down to the extent necessary and reasonable in all circumstances to give it a valid operation or partial character. If any provision cannot be so read down, that provision will be void and severable and the remaining provisions will not in any way be affected or impaired.

19. CHANGING THE TERMS OF TRADE

Kora may add, change or remove clauses in the Terms of Trade.

Kora can change the Terms of Trade at any time without obtaining the consent of the Customer.

Kora may advise when changes to the Terms of Trade are to take effect by notice to the Customer’s Address for Service, or by publishing the changes on Kora website at

20. ACCEPTANCE OF TERMS OF TRADE

By signing the Application/Guarantee, and/or by using the Account, the Customer/Guarantor acknowledges that the Terms of Trade apply to the Account.

The Customer acknowledges receiving a copy of the Terms of Trade prior to signing the Application. A further copy can be obtained from Kora at the Address for Service or by downloading from the Kora website

21. CORRESPONDENCE

Kora will send or deliver all correspondence to the Customer, including invoices and statements, to the Address for Service as provided by the Customer. Delivery is deemed to occur as follows:

• for correspondence sent by post, 4 days after it has been sent;
• for a document has been served and received, on the date of delivery;
• for an email, 1 day after it has been sent.

The Customer:

• must inform Kora by giving not less than 14 days prior notice in writing (addressed to the General Manager – Finance & Operations):
  • of any proposed change in the Customer name;
  • if the Address for Service or contact phone number is changed.

22. CLOSING ACCOUNT

The Customer must inform Kora by giving not less than 5 days prior notice in writing (addressed to the General Manager – Finance & Operations) where the Account is to be closed.

The Customer remains liable for the Sum Owing, all Fuel Card use, all Products supplied, and all invoices debited to the Account until Kora has acknowledged in writing receipt of the Customer instructions to close the Account and the Customer has paid all amounts owing to Kora.

23. USE OF PRODUCTS

From time to time, Kora or a Supplier may provide advice, information or Recommendation to the Customer/Cardholder relating to the Products. Such advice, information or Recommendation is given in good faith and based on the information provided by the Customer/Cardholder. The Customer acknowledges that the decision to order and use the Products, or follow the Recommendation is that of the Customer/Cardholder and is made of the Customer’s/Cardholder’s own volition.

24. RETURNS

Where Kora at its discretion allows the Customer to return the Products (not defective or non complying), Kora reserves the right to charge, in addition to any delivery costs, a return fee.

The return fee may be added to the Account by Kora, and will therefore form part of the Sum Owing.

25. CIRCUMSTANCES BEYOND CONTROL

Kora shall not be liable for any delay or failure to supply the Products, or to meet any other obligations owed to the Customer, where such delay, failure or omission is due to circumstances beyond the reasonable control of Kora.

26. LEGAL FORUM

The Customer acknowledges that any dispute or legal proceedings between the Customer and Kora shall be heard in Hamilton.

The Agreement is subject to and governed by New Zealand law.