I bought this for my business and it failed — what protections do I actually have?

What to watch for

Six things to check when you're working out which protection track you actually have.

1. The CGA may apply even when you bought for business — it depends on what kind of thing the goods ordinarily are. Section 2 of the CGA defines a consumer as someone who acquires goods or services of a kind ordinarily acquired for personal, domestic, or household use or consumption, and who doesn't acquire them for resupply, for business-process consumption, or for business-purpose repair work.² The test is about the kind of goods, not your purpose. A laptop, a smartphone, a printer, a small vehicle — all ordinarily acquired for personal use. Your purpose (running your business with them) doesn't push them out of consumer territory automatically. What does push them out is either the resupply/process-consumption carve-outs in s2, or a valid contracting-out under s43. Industrial-grade equipment that's not of a kind ordinarily personal — a commercial oven, a milling machine, a construction excavator — sits outside the CGA from the start.

2. The supplier may have tried to contract out — check whether they actually did, and whether it sticks. Section 43(2) lets a supplier contract out of the CGA in a B2B transaction, but four conditions all have to be met: the exclusion is in writing; both parties are in trade; the goods or services are supplied and acquired in trade; and it is fair and reasonable for the parties to be bound by it.³ A "subject to our standard terms" reference on an invoice isn't necessarily a contracting-out provision. A clause buried in clickwrap terms you weren't pointed to may fail the fair-and-reasonable limb. A take-it-or-leave-it standard form contract presented to a much smaller counterparty without negotiation may also fail it. The factors a court must consider under s43(2A) include the respective bargaining power, whether you got legal advice, and whether you could realistically reject the agreement. Don't assume the supplier's boilerplate works — it often doesn't, and the burden of showing it does is on them.

3. The FTA covers the original sale, not just the goods. And it covers business buyers. Section 9 of the FTA prohibits misleading or deceptive conduct in trade. The threshold is the supplier's conduct, not the buyer's status — if the supplier represented the product as something it wasn't, that representation is challengeable whether you're a consumer or a business buyer.⁴ Common shapes: claims about performance the product can't actually deliver ("processes 1,000 transactions/second" when it manages 400); claims about compatibility that don't hold ("works with all major accounting platforms" when it doesn't integrate with yours); claims about service-level commitments that the supplier never had grounds for. Section 12A adds the unsubstantiated-representations dimension — the supplier needed reasonable grounds for the claim at the time it was made, regardless of whether it later turned out to be true. The FTA route is independent of CGA-applies-or-doesn't; you can have an FTA claim where the CGA doesn't reach.

4. If you signed a standard form contract under $250,000/year, the UCT regime applies to it. Since 16 August 2022, Part 4A of the FTA covers standard form small trade contracts — B2B contracts where each party is in trade, it's not a consumer contract, and the trading relationship has an annual value of $250,000 (incl GST) or less when the relationship first arises.⁵ A term in a standard form contract can be declared unfair if it would cause a significant imbalance in rights and obligations, isn't reasonably necessary to protect the supplier's legitimate interests, and would cause detriment if applied. Once declared unfair, the term can't be enforced. Terms that have surfaced as candidate-unfair in similar regimes: unilateral price-change rights, broad limitation-of-liability clauses, restrictive cancellation conditions, automatic-renewal clauses you can't opt out of, broad indemnity obligations on the buyer. The practical route is complaint to the Commerce Commission, not direct court action — only the Commission can apply for a declaration.

5. General contract law is the fallback when consumer-law protections don't reach. Where the CGA doesn't apply (genuinely commercial goods, valid contracting-out) and the FTA isn't engaged (no misleading conduct, no unsubstantiated representations), your remedies sit in contract law. The Contract and Commercial Law Act 2017 carries the misrepresentation and breach frameworks; the standard contract-law claims are breach of express terms, breach of implied terms (fitness, merchantable quality where it survives outside CGA), misrepresentation inducing the contract, and frustration where the basis of the deal has fundamentally changed. Contract-law remedies are more limited than consumer-law remedies in important ways — damages typically rather than rejection-and-refund, and the burden of proving loss sits with you. Worth knowing as the fallback; not worth assuming as the primary route unless the consumer-law tracks are closed.

6. Most B2B buyer-side claims have a Disputes Tribunal route under $60,000. The Disputes Tribunal handles claims up to $60,000 (since 24 January 2026), accepts contract-law claims and FTA-shaped claims, and is genuinely accessible — filing fee tiered by claim size: $61 under $2,000; $121 for $2,000–$4,999; $243 for $5,000–$30,000; $468 for $30,001–$60,000, no lawyers at the hearing, decisions inside 6-8 weeks. The Tribunal won't make UCT declarations — the Commerce Commission applies to the High Court or the District Court for those under FTA s46H(1) — but it can decide individual contract disputes on the merits, including disputes about whether a contracting-out provision is valid or whether a representation was misleading. See the entry on chasing unpaid invoices for the procedural detail on filing and what a hearing looks like — same forum, different reader scenario.

A separate point on what the call really is. The conventional framing of B2B buyer-side problems is contract law — you signed terms, you're on the hook for what they say, your only route is suing for breach. That framing is wrong in two specific ways since August 2022. First, the CGA may apply to your business buying despite what the contract says, particularly for goods ordinarily of a personal-use kind, and even where contracting-out is attempted it has to actually meet the four conditions. Second, the UCT regime now reaches standard form B2B contracts under $250K/year — meaning the boilerplate that's been issued to small businesses for a decade may carry unenforceable terms by post-2022 standards. The mother-test still applies the other direction here: if the supplier would be embarrassed to defend their conduct or their contract terms in plain language, the law usually agrees they should be. The watch-fors above are for the cases where the mother-test passes but you still have a route — durability under the CGA, misleading representations under the FTA, unfair terms in the small-trade-contract regime. The right diagnostic isn't what do my contract terms say — it's which Act reaches this situation, and what does each route get me.

Where this entry stops

This entry covers the buyer-side picture when you've bought for your business and something's gone wrong. It doesn't cover:

• The supplier-side mirror. What your obligations look like when you're the supplier of goods or services to consumers — covered by the Consumer Guarantees Act supplier-side entry. The two entries are the same statutory territory from opposite sides.
• FTA conduct rules in depth. The unconscionable-conduct prohibition, the full UCT regime, pricing-display rules, product safety, the pending Fair Trading Amendment Bill — covered by the Fair Trading Act essentials entry. This entry uses FTA s9 / s12A / Part 4A as routes into the buyer-side framing; the full picture lives there.
• The Disputes Tribunal hearing process. Different question — covered by the entry on chasing unpaid invoices. Same forum, different reader scenario.
• Sector-specific buyer protections. Construction (Construction Contracts Act, including retentions and progress-payment rules), motor vehicles (Motor Vehicle Sales Act registration-of-dealer obligations), real estate, financial services — each carries sector-specific buyer protections layered on top of the CGA/FTA picture. If your purchase sits in any of those sectors, the entry's framework is the baseline, not the full picture.
• Cross-border purchasing. Goods or services bought from overseas suppliers — the FTA applies to overseas suppliers selling into NZ but enforcement reach is materially different in practice. Specialist territory; talk to a lawyer if a significant cross-border claim is in front of you.

If the contract value is meaningful and the supplier is pushing back, get a lawyer involved before you commit to a track — the cost of choosing the wrong route (CGA where it doesn't apply, contract law where the CGA was available, UCT complaint where individual dispute would have been faster) compounds. If the contract value is under $60,000 and the dispute is straightforward, the Disputes Tribunal is genuinely the right forum and you don't need a lawyer to use it. If the supplier's standard form contract is the operational problem and you suspect it carries unfair terms — and especially if other small businesses in your network are dealing with the same supplier — the Commerce Commission complaint route may be higher-leverage than an individual action, because a declaration affects every contract on the same terms.

Last verified 27 May 2026 against the Consumer Guarantees Act 1993 (sections 2, 6, 7, 8, 9, 43), the Fair Trading Act 1986 (sections 9, 12A, 13; Part 4A) at legislation.govt.nz, and the Commerce Commission Unfair Contract Terms Guidelines (August 2022). Full source list: references. Note: the UCT-small-trade-contract extension is three and three-quarter years old as of authoring; the regime is bedded in but the Commission has not yet sought a major declaration under the small-trade-contract limb. The first such declaration will sharpen the operational picture significantly.