Unordered Goods And Unexpected Invoices: The Rules For NZ Businesses

When stock turns up at a business without a clear order behind it, the first question is not whether the invoice looks convincing. It is whether the goods were actually requested by the business, or by someone acting on its behalf, and whether they were meant for that business in the first place. That distinction matters because New Zealand law gives specific protection where goods are truly unsolicited, but it does not turn every supplier dispute into a free-goods situation.

For many businesses, the practical problem sits between procurement and accounts. One team says no purchase order was raised, another says someone may have approved the order verbally, and finance is being chased for payment. The safest approach is to pause, gather the facts, preserve the goods and communications, and work out whether this is an unordered delivery, a disputed order, a recurring supply issue or simple misdelivery.

This article explains the rules for businesses receiving unordered goods and later payment demands in New Zealand. It is general information only and is not legal advice.

When Are Goods Actually "Unsolicited"?

Under the Fair Trading Act 1986, unsolicited goods are goods sent or delivered to a recipient without any request for those goods having been made by, or on behalf of, that recipient.

That definition is narrower than many businesses expect. A missing purchase order number, an invoice sent to the wrong email address, or internal confusion about who approved the order does not automatically mean the goods were unsolicited.

Before treating goods as unordered, check four practical issues carefully.

• Was there any request at all, including a verbal order, email confirmation, online checkout, quote acceptance or instruction through a sales representative?
• Was a person acting on behalf of the business authorised, or at least apparently authorised, to place the order?
• Is there an existing recurring arrangement, standing order or regular top-up supply that might cover the delivery?
• Were the goods actually intended for your business, or are they meant for another recipient?

These checks matter because section 21A only applies if there was no request made by the business or on its behalf. It is not a shortcut for every argument about contract formation, staff authority or pricing.

For example, a warehouse manager might have asked a supplier to send replacement cartons "same as last time", but accounts never saw the message. That may still be a requested supply. On the other hand, if a supplier sends sample stock with a full invoice even though nobody at the business asked for it, that is much closer to unsolicited goods.

Why The Internal Check Matters More Than The Invoice

Unexpected invoices often trigger the wrong first reaction. Accounts payable may assume payment is due unless procurement formally disputes it. In practice, the better first step is to establish the factual status of the delivery.

A sensible internal check usually includes:

• the delivery date and where the goods were left
• the name of any staff member who accepted them
• purchase order records and approval logs
• email chains, text messages and call notes with the supplier
• any supply agreement, standing order or recurring delivery arrangement
• whether the goods match something previously discussed or ordered
• whether the parcel, pallet or consignment label identifies another intended recipient

This process helps separate three very different situations.

First, the goods may be genuinely unsolicited. If so, section 21A sets specific rules on payment liability and collection.

Second, the goods may relate to a real but disputed order. For instance, a staff member may have exceeded authority, or the supplier may say an email amounted to acceptance. That kind of dispute may require contract review and involve authority questions beyond section 21A.

Third, the goods may have been misdelivered or sent without the sender having any right to send them to you. Those cases are especially important because the law does not let a recipient treat every wrongly addressed or improperly diverted delivery as a gift.

What The Fair Trading Act Says About Unsolicited Goods

If goods are truly unsolicited, the recipient is not liable to pay for them. The recipient is also not liable for loss of or damage to the goods unless that loss or damage resulted from a deliberate act by the recipient.

That protection is useful, but it is paired with an obligation. For a period of 10 working days after the day the recipient receives the goods, the recipient must make the goods available for collection by, or on behalf of, the sender at any reasonable time.

There are a few points hidden inside that rule.

• The period is 10 working days, not 10 calendar days.
• The collection period is the 10 working days after the day the goods are received. Do not start counting on the day of receipt or from a later invoice date.
• The recipient must make the goods available for collection. The law does not say the recipient must pay return postage or arrange freight at its own cost.
• The recipient is protected from accidental loss or damage, but not from deliberate damage.

If the sender is in trade, the sender must also inform the recipient, when the goods are delivered, of the recipient's rights and obligations under section 21A. If that does not happen, it can affect whether the goods later become a gift to the recipient.

When Unordered Goods Can Become A Gift

The gift rule is often oversimplified. It does not mean every unexpected parcel becomes free property after 10 days in every case.

The Fair Trading Act says the recipient takes the goods as an unconditional gift if either:

• the 10 working day collection period has expired, or
• the sender, if in trade, failed to inform the recipient at delivery of the recipient's rights and obligations under section 21A.

Where that rule applies, other interests in the goods are extinguished and no action may be taken to recover the goods from the recipient.

But there are important exceptions. The gift outcome does not apply if the recipient, without reasonable excuse, failed to make the goods available for collection during that 10 working day period. It also does not apply if the recipient knew, or ought reasonably to have known, that either the goods were not intended for the recipient or the sender had no right to send or deliver them to the recipient.

Section 21A also makes clear that failing to make the goods available for collection is not itself an offence. However, that failure means the recipient cannot rely on the unconditional-gift rule.

That is why a misdelivered package, or goods obviously meant for another business in the same building, should be handled with care. The law does not reward a business for keeping goods it reasonably knows were never meant for it.

Likewise, if goods arrive in circumstances suggesting the sender had no right to send them at all, the recipient should avoid assuming the goods can simply be kept once time passes.

Unexpected Invoice Or Payment Demand: What Changes?

Sometimes the first sign of a problem is not the delivery but the invoice that follows it. New Zealand law separately addresses asserting a right to payment for unsolicited goods or sending an invoice for them.

A person must not, in trade, assert or appear to assert a right to payment for unsolicited goods. A person also must not send an invoice or similar document stating the amount payable for unsolicited goods unless that document clearly informs the recipient that the recipient is under no obligation to make payment, unless a prescribed statement in regulations applies.

The practical point for businesses is this: a payment demand for truly unsolicited goods is not the same thing as a valid debt. At the same time, not every invoice for disputed goods is automatically unlawful. The key factual question remains whether the goods were in fact unsolicited.

This is also different from ordinary debt recovery. If a supplier says payment is due because a genuine order was placed, that is a disputed transaction issue. If the goods were truly unordered and the supplier pressures your accounts team to pay anyway, section 21C may be relevant.

It is also different from unsolicited electronic messages or general cold marketing. This article is about physical goods sent without request and a later claim for payment.

Two Contrasting Examples

Hypothetical unordered-stock example: A cafe receives a carton of branded takeaway cups from a supplier it has never used. The carton includes an invoice requiring payment in 14 days. No one at the cafe requested the stock, there is no standing supply arrangement, and the delivery label is correctly addressed to the cafe. The cafe stores the carton unopened, records the delivery date, checks with the owner and purchasing staff, and confirms no order was placed by anyone on the cafe's behalf. In that scenario, the goods may be unsolicited. The cafe would not be liable to pay simply because an invoice was issued, but it should still make the goods reasonably available for collection during the 10 working days after the day of receipt.

Contrasting existing-order example: A retailer receives extra shelving units and denies liability because the invoice does not show a purchase order number. Later, the supplier produces emails from the retailer's operations manager asking for the units to be sent urgently and stating they would "sort the paperwork later". That scenario may be a disputed authorised order, not unsolicited goods. The missing purchase order number alone does not decide the issue.

These examples show why internal fact checking comes first. The Act helps with truly unordered goods, but it does not answer every contract or authority dispute.

Practical Steps For Procurement And Accounts Teams

Businesses usually manage this issue best when procurement, operations and accounts work from the same record.

Practical steps include:

• quarantine the goods where possible rather than using, reselling or discarding them immediately
• keep packaging, labels and delivery documents
• record the receipt date clearly and count the collection period as the 10 working days after that day
• save all communications with the supplier, including calls, texts and portal messages
• check who in the business can place orders and whether anyone may have acted on behalf of the business
• check recurring supply arrangements, automatic replenishment settings and long-running trade practices
• confirm whether the goods were actually intended for your business
• tell accounts not to process payment while the facts are being reviewed
• make the goods reasonably available for collection if they appear to be unsolicited

Reasonably available does not mean your business must absorb freight costs or create a complicated return process for the sender. Usually it means the sender can collect the goods during normal business hours or by another practical arrangement.

It is also wise not to deliberately damage the goods or create avoidable arguments about their condition. The statutory protection against liability for loss or damage does not extend to deliberate acts.

A Sensible Response To Send

A short, factual response is often better than an emotional one. The aim is to preserve your position, request clarification and offer collection without making admissions.

An illustrative example might read like this:

"We have received the goods delivered on [date] and are reviewing your invoice. At this stage, we have not identified any authorised order or request for these goods by our business or on our behalf. Please provide details of the claimed order, including the date, the person said to have placed it, and the authority relied on. Pending that clarification, we do not accept that payment is due. If the goods were sent without request, please arrange collection. The goods are available for collection during normal business hours."

That kind of response does not guarantee the matter is finished, and it does not automatically extinguish any alleged debt. What it does do is put the key factual issues on the table and show that the goods are being made available for collection.

FAQs

Does A Missing Purchase Order Mean The Goods Are Unsolicited?

No. A purchase order is evidence, but it is not the only way goods can be requested. Verbal instructions, emails, online orders, quote acceptance or requests made by an authorised employee may still count.

Do We Have To Send The Goods Back Ourselves?

The rule is that the recipient must make the goods available for collection during the 10 working days after the day of receipt. The Act does not say the recipient must pay return shipping.

Can We Use The Goods Straight Away If We Think No Order Was Placed?

That is risky. First confirm whether the goods were actually unsolicited, whether they were intended for your business, and whether there is any standing arrangement behind the delivery. Preserving the goods and packaging usually puts the business in a stronger position while the facts are checked.

What If The Goods Were Meant For Another Business?

That is not the same as receiving unsolicited goods you can later keep as a gift. The gift rule does not apply where the recipient knew, or ought reasonably to have known, that the goods were not intended for the recipient.

Key Takeaways

• Start by checking whether the goods were truly sent without any request by the business or on its behalf, rather than assuming a missing purchase order settles the issue.
• Distinguish unsolicited goods from a disputed authorised order, a recurring supply arrangement and a wrong-recipient delivery.
• If goods are truly unsolicited, the recipient is not liable to pay and is not liable for loss or damage unless caused by a deliberate act.
• The recipient must make unsolicited goods available for collection at a reasonable time during the 10 working days after the day of receipt.
• Goods may become an unconditional gift only in the situations set by the Fair Trading Act, and not where the recipient failed without reasonable excuse to make them available for collection or knew the goods were not intended for them or were sent without right.
• Keep packaging, delivery details and communications, coordinate procurement and accounts, and send a careful factual response asking for the claimed order or authority while offering collection.

If your business is dealing with unordered stock, disputed supplier invoices, procurement authority issues or supply terms that need tightening, Sprintlaw's NZ legal team can help. Call 0800 002 184 or email team@sprintlaw.co.nz.