Full source list for I bought this for my business and it failed — what protections do I actually have?
Seven numbered references for /wayfinder/refs/b2b-buyer-protections:
1. Three statutory routes are available to a business buyer where a purchase has failed: (a) the Consumer Guarantees Act 1993, where the goods or services are of a kind ordinarily acquired for personal, domestic, or household use and the supplier has not validly contracted out under s43; (b) the Fair Trading Act 1986, where the supplier's conduct in the original sale was misleading or deceptive (s9), false (s13), or made without reasonable grounds (s12A) — applies regardless of whether the buyer is a consumer or a business; (c) the unfair contract terms regime in FTA Part 4A, where the buyer signed a standard form small trade contract and the contract carries terms that meet the unfairness test. General contract law is the fallback where none of these statutory routes applies.
2. Section 2(1) of the CGA defines "consumer" for the purposes of the Act. The relevant limbs: a person who acquires from a supplier goods or services of a kind ordinarily acquired for personal, domestic, or household use or consumption, and does not acquire them for the purpose of resupplying them in trade, consuming them in the course of a process of production or manufacture, or (in the case of goods) repairing or treating other goods or fixtures on land. The test centres on the kind of goods ordinarily acquired, not on the buyer's intended use. A laptop, smartphone, or printer remains "of a kind ordinarily acquired for personal use" even where the particular buyer is acquiring it for business purposes — the CGA may apply unless the supplier has validly contracted out under s43.
3. Section 43(2) of the CGA permits contracting out in B2B transactions where all four of the following conditions are met: (a) the contracting-out provision is in writing; (b) the goods or services are supplied in trade; (c) the goods or services are supplied and acquired in trade; and (d) it is fair and reasonable that the parties are bound by the contracting-out provision. Section 43(2A) lists the factors a court must take into account when determining "fair and reasonable", including the subject matter of the agreement, the value of the goods or services, the respective bargaining power of the parties, whether the agreement was take-it-or-leave-it, and whether the parties received legal advice. A purported contracting-out provision that fails any of the four limbs is ineffective and triggers an offence under FTA s13(i).
4. Section 9 of the FTA applies to any person engaged in conduct in trade, regardless of whether the recipient of the conduct is a consumer, a business, or any other person. The test is objective: whether a reasonable person in the position of the affected party would be misled. Intent to mislead is not required. Red Eagle Corporation Ltd v Ellis [2010] NZSC 7 is the leading Supreme Court authority on the breadth of s9 — confirming that liability can arise from innocent on-passing of third-party information where reasonable reliance and loss followed. Section 12A (unsubstantiated representations) extends this to representations made without reasonable grounds, regardless of whether the representation is in fact true.
5. Part 4A of the FTA — the unfair contract terms regime. Since 17 March 2015 the regime applies to standard form consumer contracts. Since 16 August 2022 (Fair Trading Amendment Act 2021) the regime extends to standard form small trade contracts: B2B contracts where each party is in trade, the contract is not a consumer contract, and the trading relationship has an annual value of $250,000 (including GST) or less when the trading relationship first arises. A term may be declared unfair on application by the Commerce Commission to the High Court or the District Court under FTA s46H(1) if all three of the following apply: it would cause a significant imbalance in the parties' rights and obligations; it is not reasonably necessary to protect the legitimate interests of the party advantaged by it; and it would cause detriment (financial or otherwise) if applied, enforced, or relied on. Once declared unfair, the term cannot be enforced and applying or relying on it constitutes a breach.
6. Disputes Tribunal jurisdiction: section 10 of the Disputes Tribunal Act 1988 (as amended by the Disputes Tribunal Amendment Act 2025, effective 24 January 2026) sets the jurisdictional limit at $60,000 per claim. The Tribunal can hear B2B contract disputes, FTA-shaped claims under sections 9, 12A, and 13, and CGA claims where the CGA applies. The Tribunal cannot make UCT declarations under Part 4A — only the Commerce Commission may apply to the High Court or the District Court for a declaration under s46I — but the Tribunal can decide whether a contracting-out provision is valid under CGA s43 and whether a representation was misleading under FTA s9 on the facts of the individual case.
7. General contract law operates as the fallback where statutory consumer-protection routes are unavailable. The Contract and Commercial Law Act 2017 consolidates the framework, including the Contractual Remedies Act 1979 (now Subpart 3 of Part 2 of the 2017 Act), which carries the cancellation remedies for breach and misrepresentation. Common-law remedies for breach include damages (compensatory, expectation-loss-based), specific performance (rare in commercial contracts), and rescission (where the breach goes to the root of the contract). Contract-law remedies are typically narrower than consumer-law remedies — damages rather than rejection-and-refund, with the burden of proving loss on the claimant — but reach commercial transactions where the CGA does not apply and the FTA is not engaged.