FPX Forest Products Exchange
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FPX LEGAL

Terms and Conditions

Forest Products Exchange Limited

Last updated: 16 September 2026

1.1 By accessing and using:

1. www.fpx.nz (the Website); and

2. the platform, products and services that may be accessed, purchased and used via the Website (the Platform),

all users (Users) agree with Forest Products Exchange Limited (company number 8469278) (FPX) to be legally bound by these terms of use (Terms).

1.2 Platform use vs sale of goods

1. These Terms govern a User’s access to and use of the Website and Platform only.

2. No sale of goods or services occurs merely by accessing or using the Website or Platform, including for inventory management, order tracking, record-keeping, or other operational purposes.

2.1 Each User acknowledges and agrees that, where it has agreed to these Terms via the Website (via a clickbox or clickwrap or other method of indicating its agreement via the Website):

1. such method of acceptance is fully effective, accepted and agreed by the User, including for the purposes of Part 4 of the Contract and Commercial Law Act 2017; and

2. it has read and understood these Terms and has had a full opportunity to review, consider, receive advice (including legal advice) and comment on and negotiate amendments to these Terms prior to agreeing to and accepting them.

2.2 Transaction-specific acceptance

1. Where a User submits an enquiry, places an order, accepts a quote, or otherwise proceeds with a transaction through the Platform, FPX may require the User to expressly acknowledge and accept the applicable seller’s terms of trade in respect of that transaction, including by click-wrap, check-box, or other electronic acceptance mechanism.

3.1 Any User that does not agree to these Terms is not authorised to access and use the Website and Platform and must immediately cease doing so.

4.1 Users may only use the Website and Platform strictly in accordance with these Terms. All rights not expressly granted to Users in these Terms are expressly reserved by FPX.

5.1 FPX grants you a non-exclusive, non-transferable, non-sublicensable and worldwide right to access and use the Website and Platform to connect with other Users for the purchasing and/or selling of timber.

5.2 You must only use the Website and Platform for your internal business operations and in a way that complies with these Terms.

5.3 Role of FPX

1. FPX provides the Platform solely as a facilitator of communications, enquiries, inventory management, order workflows, and transactions between Users.

2. FPX is not a seller of goods, does not take title to goods, and is not a party to any contract for the sale or supply of goods unless expressly stated otherwise in writing.

6.1 Upon registering to use FPX's products or services via the Website and/or the Platform, all Users agree to:

1. provide true, accurate, current and complete information about themselves as prompted by the Website or Platform (as applicable) (User Information); and

2. promptly notify the Company in writing of any changes to their User Information in order to ensure that it remains true, accurate, current and complete.

7.1 Each User will be solely responsible and liable for all activity that occurs through its use of the Website and/or the Platform.

7.2 FPX shall not be liable in any respect for any content, warranties, representations, statements, services, products or other information or data that is posted / published to the Website and/or the Platform by any User (to the extent that a User is able to do so).

8.1 FPX reserves the right to remove any content posted to the Website and/or the Platform by any User that it considers (in its sole and absolute discretion) to be offensive, objectionable or otherwise unlawful in any respect (to the extent that a User may post any content).

9.1 FPX may (in its sole and absolute discretion) publish advertising (whether paid or unpaid) on the Website and/or the Platform.

10.1 No User may use the Website and/or the Platform for any illegal purpose or any purpose not expressly authorised by FPX, or post any information or data that is in breach of any confidentiality obligation, copyright, trade mark or other intellectual property, proprietary or legal rights of any person or entity.

11.1 We may monitor our customers' use of the Website and Platform for the purposes of ensuring optimal performance and identifying areas for improvement.

12.1 In using the Website and Platform, each User will comply with all applicable laws and regulations, including with respect to the marketing and sale of its products and services.

13.1 Separate sale contract

1. Where a User enters into a transaction for the purchase or sale of goods via the Platform, that transaction constitutes a separate contract directly between the buyer and the seller identified in the relevant quote, order confirmation, sales confirmation, or invoice.

2. FPX is not a party to that contract.

13.2 Seller-specific terms apply

1. The sale of goods supplied through the Platform is governed by the terms of trade of the seller identified in the transaction.

13.3 Sutcliffe Trading Limited- Incorporation of Terms

1. Where the seller identified in a transaction is Sutcliffe Trading Limited, the sale of goods is governed by Sutcliffe Trading Limited’s Contract Terms of Trade, as amended from time to time.

2. By submitting an enquiry, placing an order, accepting a quote, or otherwise proceeding with a transaction through the Platform where Sutcliffe Trading Limited is the seller, the buyer acknowledges that it has read, understood, and agrees to be bound by Sutcliffe Trading Limited’s Contract Terms of Trade.

13.4 No duplication or conflict

1. To the extent of any inconsistency between these Terms and the seller’s applicable terms of trade, the seller’s terms of trade shall prevail in respect of the sale of goods.

13.5 Third-party sellers

1. Where goods are supplied by a third-party seller, that seller’s own terms of trade apply to the sale, and FPX makes no representations or warranties in respect of, and is not responsible for, the performance of the seller’s obligations.

14.1 Users must not use the Website and/or the Platform for any malicious means or abuse, harass, threaten, intimidate or impersonate any other User.

15.1 Users agree not to:

1. damage or harm the Platform or Website, or any underlying or connected network or system;

2. use a harvesting bot, robot, spider, scraper, or other unauthorised automated means to access the Platform or Website or content featured on it for any purpose;

16.1 Users must not introduce (or cause the introduction of) any virus, spyware or other similar feature that in any way compromises or may compromise the Website and/or the Platform.

17.1 Users may only access the Website and Platform through standard means as approved by FPX, and not via methods such as scraping, data mining, the use of a robot or spider, automation or any similar method of extraction or monitoring.

18.1 Users agree FPX is entitled to rely on the authenticity and authority of the User username, password and session-specific codes generated by your hardware device to process actions or requests you submit to the Platform or Website and that FPX may do so without further enquiry.

18.2 The internet is inherently insecure, and Users accept the risk that any information stored or transmitted on the internet or through email may be intercepted or subject to unauthorised access or fraudulent behaviour. If Users think someone is accessing their Platform or Website account without your consent or they would like to report disclosure of their account information, please contact FPX at support@fpx.nz.

19.1 Any person or entity that accesses and uses the Website and/or the Platform on behalf of or via another User, including (without limitation) all directors, officers, employees, independent contractors, agents and/or representatives of any User that have been granted access by that User, irrevocably confirms that he, she or it is fully authorised to do so by that User and agrees to these Terms in all respects.

20.1 All Users agree that FPX owns all of the intellectual property rights existing in the Website and the Platform (and any and all improvements to the same).

21.1 Each User is responsible for payment of all taxes and duties in relation to any transactions they undertake facilitated by the Platform or Website, and each User indemnifies FPX for any claims by any tax authority for any underpayment of any tax or levy, and any penalties and/or interest.

22.1 The Website and Platform are provided on an “as is” and “as available” basis, and accordingly all implied warranties and representations (whether under statute, common law or otherwise) that might apply to or otherwise arise out of these Terms are hereby expressly excluded by FPX to the fullest extent permitted by law.

22.2 Each User hereby warrants and represents that:

1. all information, facts, statements, data and details relating to that User’s products and services that are published, or to be published, on the Website and Platform are true, accurate and correct in all respects and not misleading or deceptive in any respect;

2. it fully owns all intellectual property in the products and services that will be published on the Website and Platform or is otherwise fully and validly licensed by the relevant owner to effect the publication in accordance with these Terms and at law;

3. it has full power and authority to enter into these Terms;

4. all authorisations and approvals that are necessary or required in connection with the User’s entry into these Terms, and the assumption of rights and obligations under these Terms, have been obtained or effected; and

5. the entry into and performance of these Terms by the User does not constitute a breach of any law or obligation and will not cause or result in any default or breach under any other agreement or arrangement by which it is bound and which would prevent the User from entering into or performing its obligations under these Terms.

22.3 Each User agrees that, for the purposes of section 37(2)(a) of the Contract and Commercial Law Act 2017, FPX is entering into these Terms with the User on the basis of, and in reliance on, the warranties and representation given to FPX by the User under these Terms. Accordingly, the truth of the statements contained in those warranties and representations are essential to FPX.

22.4 To the maximum extent permitted by law, we disclaim and exclude all implied conditions and warranties. To avoid doubt, we do not warrant that:

1. the Website or Platform will meet your specific requirements;

2. the Website or Platform will be uninterrupted, timely, secure, or error free;

3. the results that may be obtained from the use of the Platform or Website will be accurate or reliable;

4. the quality of any products, services, information or other material purchased or obtained by you through the Website or Platform will meet your expectations; and

5. any errors in the Website or Platform will be corrected.

22.5 Notwithstanding clause 22.4, we warrant that we are entitled to enter into these Terms and grant the rights for you to use the Website and Platform as set out in these Terms.

23.1 Each User hereby indemnifies, and will keep indemnified, FPX against all forms of liability, actions, proceedings, demands, costs, charges and expenses which FPX may incur or be subject to or suffer as a result of that User's use of the Website and Platform, including as a result of any of its warranties or representations about its products and services being false, unsubstantiated, misleading or deceptive.

23.2 Each User hereby indemnifies, and will keep indemnified, FPX against all forms of liability, actions, proceedings, demands, costs, charges and expenses which FPX may incur or be subject to or suffer as a result of:

1. any breach of these Terms by the User; and

2. that User's use of the Website and Platform, including as a result of any of its warranties or representations about its products and services being false, unsubstantiated, misleading or deceptive.

24.1 We welcome your feedback and ideas on how to improve the Website and Platform.

24.2 If you choose to submit your ideas or suggestions, you agree that we are free to use them without restriction and that you will not have rights to any intellectual property that may be generated as a result.

25.1 The following provisions shall apply to any dispute arising under or relating to these Terms (a Dispute) between a User and the FPX (together, the Disputing Parties and each a Disputing Party):

1 The Disputing Parties must use reasonable endeavours to resolve any and all Disputes by negotiation at first instance.

1. If the Disputing Parties cannot resolve their Dispute by negotiations within 30 calendar days a Disputing Party may, by written notice to the other, require that the Dispute be dealt with by mediation under the following terms:

1) The mediation shall be conducted in accordance with the Mediation Protocol of the Arbitrators' and Mediators' Institute of New Zealand Incorporated (AMINZ) then in force (or any protocol or mediation agreement which replaces it).

2) The mediation shall be conducted by a mediator and at a fee agreed in writing by the Disputing Parties. Failing agreement between the Disputing Parties within 14 calendar days of the giving of the notice requiring mediation, the mediator will be selected and his or her fee determined by the chairperson for the time being of AMINZ (or his or her nominee).

3) The mediation shall take place in Auckland, New Zealand at such address as determined by the mediator, provided that any Disputing Party may, if permitted by the mediator, attend by telephone conference, video conference or similar electronic means.

4) The costs of the mediation, excluding the Disputing Parties' own legal and preparation costs, will be shared equally by the Disputing Parties.

2 No Disputing Party may initiate or commence court or arbitration proceedings relating to a Dispute unless it has complied with the procedure set out in this clause 25, provided that application may still be made to the courts:

1. for interlocutory relief; or

2. to recover a debt payable.

26.1 FPX reserves the right to amend these Terms at any time with or without notice to Users. Any User who continues to use the Website and/or the Platform after any amendments will be deemed to have agreed to such amendments.

27.1 FPX is permitted (in its sole and absolute discretion) to alter the Website and/or the Platform, including all content, format, features and functionality, with or without notice to Users and shall incur no liability for doing so.

28.1 No User may publish or use FPX's trade marks, brand, branding or logos except with FPX's prior written consent and directions as to such publication and use (which may be given or withheld at its sole and absolute discretion).

29.1 If a User does not comply with these Terms FPX may terminate or suspend that User's account or membership with FPX and refuse to provide its products and/or services to that User (including access to the Platform) for any reason and at any time.

30.1 FPX will not be liable for any loss or damage suffered as a result of any partial or total breakdown of the Website and/or the Platform or any technical malfunctions on it, the Website and/or the Platform being unavailable or performing slowly, or any viruses or other forms of interference that may damage any User's computer system.

31.1 FPX's privacy policy shall apply to all information, data or other content which is generated through each User's use of the Website and Platform.

32.1 Unless expressly stated otherwise in writing by FPX, any link on the Website and/or the Platform to other websites or Platforms does not imply any endorsement, approval and/or recommendation of those sites, their operators or their products and/or services and/or the correctness, accuracy or truth of any warranties, representations or statements made by the User on the Website and/or the Platform.

33.1 FPX makes no representation or warranty that the Website and/or the Platform is appropriate or available for use in all countries or that the content satisfies the laws of all countries. All Users are responsible for ensuring that their access to and use of the Website and Platform, and the marketing of the User’s products and services, is not illegal or prohibited in their relevant country.

34.1 FPX will not be deemed to have waived any right under these Terms unless the waiver is in writing and signed by FPX. A failure to exercise or delay in exercising any right by FPX under these Terms will not operate as a waiver of that right. Any such waiver will not constitute a waiver of any subsequent or continuing right or of any other provision in these Terms.

35.1 No User shall be permitted to assign or transfer any of their rights or obligations under these Terms without FPX's prior written consent. FPX shall be entitled (in its sole and absolute discretion) to assign and transfer any of its rights or obligations under these Terms, and the consent of Users shall not be required for any such assignment or transfer.

36.1 Each User agrees that it is using the Website and Platform for the purposes of a business and that, accordingly, the Consumer Guarantees Act 1993 does not apply to these Terms. Each User agrees that it is fair and reasonable to exclude the application of that legislation.

37.1 To the extent that FPX is liable for any reason for any loss suffered or liability incurred by a User arising from any breach of these Terms, or for any other reason (including a User’s use of or reliance on the Website and/or the Platform), FPX's liability (whether arising in contract, tort (including negligence) or otherwise) is limited to a total of $1 NZD.

38.1 FPX shall not be liable in connection with these Terms for any indirect, consequential or special loss or damage, loss of revenue, economic loss or damage, loss of business or profits (including lost contracts with customers) or anticipated business or profits, loss of goodwill, loss of anticipated savings or for any business interruption or that is otherwise too remote to be recoverable as damages for breach of contract at law.

39.1 Each User will sign all documents, and do all things, as may reasonably be required in order to give effect to the provisions of these Terms.

40.1 If any provision in these Terms becomes invalid or unenforceable, the remainder of these Terms will remain valid and enforceable to the fullest extent permitted by law.

41.1 Nothing in these Terms creates any contractual privity rights or third party beneficiary rights in any third party under Part 2, Subpart 1 of the Contract and Commercial Law Act 2017 or otherwise.

41.2 Each User acknowledges and agrees that FPX is not the vendor of the User’s products or services, whether published on the Website and/or the Platform or otherwise and nor is it an agent of any User.

41.3 Any purchase of products or services by any customer of the User (whether as a result of a customer viewing the Website and/or the Platform or otherwise) shall be and remain between that customer and the User, and not FPX.

41.4 The User must take full responsibility and liability for its sales of its products and services to its customers.

41.5 Nothing in these Terms creates, or is intended to create, any agency, partnership, joint venture, or seller relationship between FPX and any User.

42.1 These Terms will be governed by and construed in accordance with the laws of New Zealand. All Users and FPX irrevocably submit to the non-exclusive jurisdiction of the courts of New Zealand for any matter arising under or relating to these Terms.

43.1 In these Terms, the following rules of interpretation apply:

1. References to persons include natural persons, companies and any other body corporates (wherever incorporated) and unincorporated bodies (wherever formed).

2. Headings have been inserted for convenience only and will not affect the interpretation of these Terms.

3. References to clauses are to those in these Terms, except where specified otherwise.

4. References to the words including, include or similar words do not imply any limitation and are deemed to have the words without limitation following them.

5. References to a statute or statutory provision means a New Zealand statute or statutory provision as amended, consolidated and/or replaced from time to time.

6. A gender includes each other gender and the singular includes the plural and vice versa.

7. An obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done.

8. References to intellectual property means all intellectual property, proprietary and industrial rights of any nature (whether existing in statute, at common law or in equity), including all copyright and trade marks.

9. References to any content, warranties, representations, statements, information, facts, data and details of or from the User include its oral or written form of presentation.

10. Derivations of any defined word or term shall have a corresponding meaning.

11. No rule of construction (including the contra proferentem rule) applies to the disadvantage of a party because that party (or its relevant advisor) was responsible for the drafting of these Terms.