New Zealand Acts

COMMERCE ACT 1986 - SECT 2

2 Interpretation

1 In this Act, unless the context otherwise requires,—  
"accounting period" has the same meaning as in section 5 of the Financial Reporting Act 2013     
"acquire" ,—  

a) in relation to goods, includes obtain by way of gift, purchase, or exchange; and also includes take on lease, hire, or hire purchase:

b) in relation to services, includes accept:

c) in relation to goods or services that are interests in land, includes obtain by way of gift, purchase, exchange, lease, or licence

"arrive at" , in relation to an understanding, includes reach, and enter into  
"assets" includes intangible assets    
"associate member" means a member appointed under section 11(1)     
"authorisation" means an authorisation granted by the Commission under Part 5 , or by the court on appeal under Part 6 against a determination of the Commission    
"Authority" means the Electricity Authority established under the Electricity Industry Act 2010     
"business" means any undertaking—  

a) that is carried on for gain or reward; or

b) in the course of which goods or services are acquired or supplied otherwise than free of charge

"cartel provision" means a provision described in section 30A(1)   
"chairperson" means the chairperson of the Commission    
"clearance" means a clearance given by the Commission under Part 5 , or by the court on appeal under Part 6 against a determination of the Commission    
"collaborative activity" has the meaning given in section 31(4)     
"Commission" —  

a) means the Commerce Commission established under Part 1 ; or

b) for the purposes of determining any matter or class of matter specified in a direction under section 16(1) , means the Division of the Commission specified in the direction in accordance with section 16(5)

"Consumers Price Index" means the Consumers Price Index (all groups) published by Statistics New Zealand or, if that index ceases to be published, any measure certified by the Government Statistician as being equivalent to that index  
"court" means the High Court of New Zealand    
"covenant" means a covenant (including a promise not under seal) annexed to or running with an estate or interest in land (whether at law or in equity and whether or not for the benefit of other land); and
"proposed covenant" has a corresponding meaning    
"credit instrument" means any agreement (whether in writing or not) acknowledging an obligation to pay a sum or sums of money on demand or at any future time or times    
"deputy chairperson" means the deputy chairperson of the Commission    
"document" means a document in any form whether signed or initialled or otherwise authenticated by its maker or not; and includes—  

a) any writing on any material:

b) any information recorded or stored by means of any tape recorder, computer, or other device; and any material subsequently derived from information so recorded or stored:

c) any label, marking, or other writing that identifies or describes any thing of which it forms part, or to which it is attached by any means:

d) any book, map, plan, graph, or drawing:

e) any photograph, film, negative, tape, or other device in which 1 or more visual images are embodied so as to be capable (with or without the aid of some other equipment) of being reproduced

"give effect to" , in relation to a provision of a contract, arrangement, understanding, or covenant, includes—

a) do an act or thing in pursuance of or in accordance with that provision:

b) enforce or purport to enforce that provision

"goods" —

a) means personal property of every kind (whether tangible or intangible); and

b) includes—

i) ships, aircraft, and vehicles:

ii) animals, including fish:

iii) minerals, trees, and crops, whether on, under, or attached to land or not:

iv) gas and electricity:

v) to avoid doubt, water and computer software

"international liner shipping service" —

a) means a service exclusively for the carriage of goods by sea from a place in New Zealand to a place outside New Zealand, or from a place outside New Zealand to a place in New Zealand, that—

i) operates at regular intervals on a fixed route or fixed routes in accordance with an advertised schedule; and

ii) is supplied, as its capacity allows, to any paying customer; but

b) excludes a service for the carriage of goods to or from a ship or the loading or unloading of a ship

"local authority" includes (except for the purpose of subpart 12 of Part 4 and Schedule 7 ) every local authority and every public body or other authority created by or pursuant to any public Act or local Act  
"market allocating" has the meaning given in section 30A(4)     
"member of the Commission" —  

a) means a member appointed under section 9(2) ; and

b) means the Telecommunications Commissioner appointed under section 9 of the Telecommunications Act 2001 ; and

ba) means the Grocery Commissioner appointed under section 167 of the Grocery Industry Competition Act 2023 ; and

c) in the circumstances in section 11(3) , includes an associate member

"Minister" means the Minister of the Crown who, under the authority of any warrant or with the authority of the Prime Minister, is for the time being responsible for the administration of this Act  
"overseas regulator" means an overseas body that has competition law functions corresponding to those of the Commission under this Act    
"person" , includes a local authority, and any association of persons whether incorporated or not    
"place" includes any premises, building, aircraft, ship, carriage, vehicle, or receptacle    
"prescribed" means prescribed by regulations under this Act or by the Commission    
"price" , includes valuable consideration in any form, whether direct or indirect; and includes any consideration that in effect relates to the acquisition or supply of goods or services, although ostensibly relating to any other matter or thing    
"price fixing" has the meaning given in section 30A(2)     
"provision" ,—  

a) in relation to a covenant, means a term of the covenant; and

b) in relation to an understanding or arrangement, means any matter forming part of or relating to the understanding or arrangement

"public service agency" means any of the agencies listed in section 10(a) of the Public Service Act 2020   
"publicly available" , in relation to making a document or information available, means that—  

a) the document or information is available for inspection, free of charge, on an Internet site that is publicly accessible at all reasonable times; and

b) a copy of the document or information is available for inspection at all reasonable times, free of charge, at the head office of the person that is required to make it publicly available or, if the person is the Minister, at the head office of the department responsible for the administration of this Act; and

c) copies of the document may be purchased by any person at a reasonable price

"restricting output" has the meaning given in section 30A(3)   
"services" includes any rights (including rights in relation to, and interests in, real or personal property), benefits, privileges, or facilities that are or are to be provided, granted, or conferred in trade; and, without limiting the generality of the foregoing, also includes the rights, benefits, privileges, or facilities that are or are to be provided, granted, or conferred under any of the following classes of contract:  

a) a contract for, or in relation to,—

i) the performance of work (including work of a professional nature), whether with or without the supply of goods; or

ii) the provision of, or the use or enjoyment of facilities for, accommodation, amusement, the care of persons or animals or things, entertainment, instruction, parking, or recreation; or

iii) the conferring of rights, benefits, or privileges for which remuneration is payable in the form of a royalty, tribute, levy, or similar exaction; or

iv) to avoid doubt, the supply of electricity, gas, telecommunications, or water, or the removal of waste water:

b) a contract of insurance, including life assurance, and life reassurance:

c) a contract between a bank and a customer of the bank:

d) any contract for or in relation to the lending of money or granting of credit, or the making of arrangements for the lending of money or granting of credit, or the buying or discounting of a credit instrument, or the acceptance of deposits;—

but does not include rights or benefits in the form of the supply of goods or the performance of work under a contract of service  
"share" means a share in the share capital of a company or other body corporate, whether or not it carries the right to vote at general meetings; and includes—  

a) a beneficial interest in any such share:

b) a power to exercise, or control the exercise of, a right to vote attaching to any such share that carries the right to vote at meetings of the company:

c) a power to acquire or dispose of, or control the acquisition or disposition of, any such share:

d) a perpetual debenture and perpetual debenture stock

"substantial" means real or of substance, except in—

a) sections 36 and 36A when referring to a degree of power in a market; and

b) section 47(3) and (4) ; and

c) Part 4

"supply" ,—

a) in relation to goods, includes supply (or resupply) by way of gift, sale, exchange, lease, hire, or hire purchase; and

b) in relation to services, includes provide, grant, or confer; and

c) in relation to goods or services that are interests in land, includes disposition

"trade" means any trade, business, industry, profession, occupation, activity of commerce, or undertaking relating to the supply or acquisition of goods or services  
"turnover" means the total gross revenues (exclusive of any tax required to be collected) received or receivable by a body corporate in an accounting period as a result of trading by that body corporate within New Zealand    
"working day" means any day of the week other than—  

a) a Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday, Anzac Day, the Sovereign’s birthday, Te Rā Aro ki a Matariki/Matariki Observance Day, and Labour Day; and

ab) if Waitangi Day or Anzac Day falls on a Saturday or a Sunday, the following Monday; and

b) a day in the period commencing with 25 December in any year and ending with 15 January in the following year.

1A

2 In this Act,—

a) a reference to
"engaging in conduct" shall be read as a reference to doing or refusing to do any act, including—

i) the entering into, or the giving effect to a provision of, a contract or arrangement; or

ii) the arriving at, or the giving effect to a provision of, an understanding; or

iii) the requiring of the giving of, or the giving effect to a provision of, or the giving of, a covenant:

b) a reference to
"conduct" , when that expression is used as a noun otherwise than as mentioned in paragraph (a), shall be read as a reference to the doing of, or the refusing to do, any act, including—

i) the entering into, or the giving effect to a provision of, a contract or arrangement; or

ii) the arriving at, or the giving effect to a provision of, an understanding; or

iii) the requiring of the giving of, or the giving of, or the giving effect to a provision of, a covenant:

c) a reference to
"refusing to do an act" includes a reference to—

i) refraining (otherwise than inadvertently) from doing that act; or

ii) making it known that that act will not be done:

d) a reference to a person
"offering to do an act" , or
"to do an act on a particular condition" , includes a reference to the person making it known that the person will accept applications, offers, or proposals for the person to do that act or to do that act on that condition, as the case may be.

3 Where any provision of this Act is expressed to render a provision of a contract or a covenant unenforceable if the provision of the contract or the covenant has or is likely to have a particular effect, that provision of this Act applies in relation to the provision of the contract or the covenant at any time when the provision of the contract or the covenant has or is likely to have that effect, notwithstanding that—

a) at an earlier time the provision of the contract or the covenant did not have that effect or was not regarded as likely to have that effect; or

b) the provision of the contract or the covenant will not or may not have that effect at a later time.

4 In this Act, —

a) a reference to the
"acquisition of goods" includes a reference to the acquisition of property in, or rights in relation to, goods in pursuance of a supply of the goods:

b) a reference to the
"supply or acquisition of goods or services" includes a reference to agreeing to supply or acquire goods or services:

c) a reference to the
"supply or acquisition of goods" includes a reference to the supply or acquisition of goods together with other property or services or both:

d) a reference to the
"supply or acquisition of services" includes a reference to the supply or acquisition of services together with property or other services or both:

e) a reference to the
"resupply of goods acquired from a person" includes a reference to—

i) a supply of the goods to another person in an altered form or condition; and

ii) a supply to another person of other goods in which the goods have been incorporated.

5 For the purposes of this Act, —

a) a provision of a contract, arrangement or understanding, or a covenant shall be deemed to have had, or to have, a particular purpose if—

i) the provision was or is included in the contract, arrangement or understanding, or the covenant was or is required to be given, for that purpose or purposes that included or include that purpose; and

ii) that purpose was or is a substantial purpose:

b) a person shall be deemed to have engaged, or to engage, in conduct for a particular purpose or a particular reason if—

i) that person engaged or engages in that conduct for that purpose or reason or for purposes or reasons that included or include that purpose or reason; and

ii) that purpose or reason was or is a substantial purpose or reason.

6 In this Act, —

a) a reference to a
"contract" shall be construed as including a reference to a lease of, or a licence in respect of, any land or a building or part of a building, and shall be so construed notwithstanding any express reference in this Act to any such lease or licence:

b) a reference to
"making or entering into a contract" , in relation to such a lease or licence, shall be read as a reference to granting or taking the lease or licence:

c) a reference to a party to a contract, in relation to such a lease or licence, shall be read as including a reference to any person bound by, or entitled to the benefit of, any provision contained in the lease or licence:

d) a reference to a party to a covenant means a person who—

i) is bound by, or entitled to the benefit of, the covenant; or

ii) would be bound by, or entitled to the benefit of, the covenant if not for section 28(4) or 30C .

7 For the purposes of this Act, any 2 bodies corporate are to be treated as
"interconnected" if—

a) one of them is a body corporate of which the other is a subsidiary (within the meaning of section 5 of the Companies Act 1993 ); or

b) both of them are subsidiaries (within the meaning of that section) of the same body corporate; or

ba) both of them are entities referred to by any of the paragraphs (other than paragraph (e)) of the definition of transferor in section 2(1) of the Health Sector (Transfers) Act 1993 ; or

c) both of them are interconnected with bodies corporate that, in accordance with paragraph (a) or paragraph (b), are interconnected,—

and
"interconnected bodies corporate" has a corresponding meaning.

7A For the purposes of subsection (7)(a) and (b), no body corporate may be regarded as a subsidiary (within the meaning of section 5 of the Companies Act 1993 ) of the Crown.

8 For the purposes of this Act, —

a) any contract or arrangement entered into, or understanding arrived at, or covenant given or required to be given, by an association or body of persons, shall be deemed to have been entered into, arrived at, given, or required to be given by all the persons who are members of the association or body:

b) any recommendation made by an association or body of persons to its members or to any class of its members shall, notwithstanding anything to the contrary in the constitution or rules of the association or body of persons, be deemed to be an arrangement made between those members or the members of that class and between the association or body of persons and those members or the members of that class.

9 Nothing in subsection (8) applies to—

a) any member of an association or body of persons who expressly notifies the association or body in writing that he disassociates himself from the contract, arrangement, understanding, or covenant or any provision thereof and who does so disassociate himself:

b) to any member of an association or body of persons who establishes that he had no knowledge and could not reasonably have been expected to have had knowledge of the contract, arrangement, understanding, or covenant.

Note: 1975 No 113 ss 2(1), 67A(3); 1976 No 67 ss 22, 23(3); 1979 No 140 s 2; 1983 No 144 s 26; Trade Practices Act 1974 ss 4, 4C, 4F, 4H (Aust)

History: Section 2(1) accounting period: replaced, on 1 April 2014, by section 126 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).   Section 2(1) acquire paragraph (c): amended, on 5 May 2022, by section 4(3) of the Commerce Amendment Act 2022 (2022 No 11).     Section 2(1) acquire paragraph (c): amended, on 15 August 2017, by section 32(2)(d) of the Commerce (Cartels and Other Matters) Amendment Act 2017 (2017 No 40).     Section 2(1) assets: inserted, on 1 January 1991, by section 2(1) of the Commerce Amendment Act 1990 (1990 No 41).     Section 2(1) associate member: inserted, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).     Section 2(1) Authority: inserted, on 1 November 2010, by section 146(1) of the Electricity Industry Act 2010 (2010 No 116).     Section 2(1) business paragraph (b): replaced, on 5 May 2022, by section 4(4) of the Commerce Amendment Act 2022 (2022 No 11).     Section 2(1) cartel provision: inserted, on 15 August 2017, by section 4 of the Commerce (Cartels and Other Matters) Amendment Act 2017 (2017 No 40).     Section 2(1) chairman: repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).     Section 2(1) chairperson: inserted, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).     Section 2(1) collaborative activity: inserted, on 15 August 2017, by section 4 of the Commerce (Cartels and Other Matters) Amendment Act 2017 (2017 No 40).     Section 2(1) Commission: substituted, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).     Section 2(1) Commissioner: repealed, on 26 October 2018, by section 17(1) of the Commerce Amendment Act 2018 (2018 No 42).     Section 2(1) Consumers Price Index: inserted, on 1 September 2022, by section 107(1) of the Data and Statistics Act 2022 (2022 No 39).     Section 2(1) covenant: amended, on 15 August 2017, by section 32(2)(d) of the Commerce (Cartels and Other Matters) Amendment Act 2017 (2017 No 40).     Section 2(1) deputy chairman: repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).     Section 2(1) deputy chairperson: inserted, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).     Section 2(1) Electricity Commission: repealed, on 1 November 2010, by section 146(2) of the Electricity Industry Act 2010 (2010 No 116).     Section 2(1) give effect to: amended, on 5 April 2023, by section 4(5) of the Commerce Amendment Act 2022 (2022 No 11).     Section 2(1) goods: substituted, on 8 July 2003, by section 3(1) of the Commerce Amendment Act 2003 (2003 No 32).     Section 2(1) international liner shipping service: inserted, on 15 August 2017, by section 4 of the Commerce (Cartels and Other Matters) Amendment Act 2017 (2017 No 40).     Section 2(1) local authority: amended, on 27 August 2025, by section 8 of the Local Government (Water Services) (Repeals and Amendments) Act 2025 (2025 No 43).     Section 2(1) market allocating: inserted, on 15 August 2017, by section 4 of the Commerce (Cartels and Other Matters) Amendment Act 2017 (2017 No 40).     Section 2(1) member of the Commission: substituted, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).     Section 2(1) member of the Commission paragraph (ba): inserted, on 10 July 2023, by section 200 of the Grocery Industry Competition Act 2023 (2023 No 31).     Section 2(1) Minister: substituted, on 26 May 2001, by section 5 of the Commerce Amendment Act 2001 (2001 No 32).     Section 2(1) officer of the Commission: repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).     Section 2(1) overseas regulator: inserted, on 5 May 2022, by section 4(1) of the Commerce Amendment Act 2022 (2022 No 11).     Section 2(1) place: inserted, on 1 July 1990, by section 2(2) of the Commerce Amendment Act 1990 (1990 No 41).     Section 2(1) price: amended, on 5 May 2022, by section 4(6) of the Commerce Amendment Act 2022 (2022 No 11).     Section 2(1) price fixing: inserted, on 15 August 2017, by section 4 of the Commerce (Cartels and Other Matters) Amendment Act 2017 (2017 No 40).     Section 2(1) provision: replaced, on 5 April 2023, by section 4(7) of the Commerce Amendment Act 2022 (2022 No 11).     Section 2(1) public service agency: inserted, on 5 May 2022, by section 4(1) of the Commerce Amendment Act 2022 (2022 No 11).     Section 2(1) publicly available: inserted, on 26 October 2018, by section 17(2) of the Commerce Amendment Act 2018 (2018 No 42).     Section 2(1) restricting output: inserted, on 15 August 2017, by section 4 of the Commerce (Cartels and Other Matters) Amendment Act 2017 (2017 No 40).     Section 2(1) services paragraph (a)(iv): added, on 8 July 2003, by section 3(2) of the Commerce Amendment Act 2003 (2003 No 32).     Section 2(1) share: inserted, on 1 January 1991, by section 2(3) of the Commerce Amendment Act 1990 (1990 No 41).     Section 2(1) share paragraph (b): amended, on 1 July 1994, by section 2 of the Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).     Section 2(1) substantial: inserted, on 5 April 2023, by section 4(2) of the Commerce Amendment Act 2022 (2022 No 11).     Section 2(1) substantial: repealed, on 1 January 1991, by section 2(4) of the Commerce Amendment Act 1990 (1990 No 41).     Section 2(1) supply: replaced, on 5 May 2022, by section 4(8) of the Commerce Amendment Act 2022 (2022 No 11).     Section 2(1) trade: amended, on 5 May 2022, by section 4(9) of the Commerce Amendment Act 2022 (2022 No 11).     Section 2(1) turnover: inserted, on 26 May 2001, by section 5 of the Commerce Amendment Act 2001 (2001 No 32).     Section 2(1) working day paragraph (a): replaced, on 12 April 2022, by wehenga 7 o Te Ture mō te Hararei Tūmatanui o te Kāhui o Matariki 2022 / section 7 of the Te Kāhui o Matariki Public Holiday Act 2022 (2022 No 14).     Section 2(1) working day paragraph (ab): inserted, on 1 January 2014, by section 8 of the Holidays (Full Recognition of Waitangi Day and ANZAC Day) Amendment Act 2013 (2013 No 19).     Section 2(1A): repealed, on 5 April 2023, by section 4(10) of the Commerce Amendment Act 2022 (2022 No 11).     Section 2(2)(a)(iii): amended, on 5 April 2023, by section 4(11) of the Commerce Amendment Act 2022 (2022 No 11).     Section 2(2)(b)(iii): amended, on 5 April 2023, by section 4(12) of the Commerce Amendment Act 2022 (2022 No 11).     Section 2(4): amended, on 15 August 2017, by section 32(2)(d) of the Commerce (Cartels and Other Matters) Amendment Act 2017 (2017 No 40).     Section 2(5): amended, on 15 August 2017, by section 32(2)(d) of the Commerce (Cartels and Other Matters) Amendment Act 2017 (2017 No 40).     Section 2(6): amended, on 15 August 2017, by section 32(2)(d) of the Commerce (Cartels and Other Matters) Amendment Act 2017 (2017 No 40).     Section 2(6)(d): inserted, on 5 April 2023, by section 4(13) of the Commerce Amendment Act 2022 (2022 No 11).     Section 2(7): substituted, on 1 January 1991, by section 2(6) of the Commerce Amendment Act 1990 (1990 No 41).     Section 2(7)(a): replaced, on 5 December 2013, by section 14 of the Companies Amendment Act 2013 (2013 No 111).     Section 2(7)(b): replaced, on 5 December 2013, by section 14 of the Companies Amendment Act 2013 (2013 No 111).     Section 2(7)(ba): inserted, on 1 January 2001, by section 107(1) of the New Zealand Public Health and Disability Act 2000 (2000 No 91).     Section 2(7)(c): amended, on 15 August 2017, by section 32(2)(d) of the Commerce (Cartels and Other Matters) Amendment Act 2017 (2017 No 40).     Section 2(7A): replaced, on 5 December 2013, by section 14 of the Companies Amendment Act 2013 (2013 No 111).     Section 2(8): amended, on 15 August 2017, by section 32(2)(d) of the Commerce (Cartels and Other Matters) Amendment Act 2017 (2017 No 40).     Section 2(8)(a): amended, on 5 April 2023, by section 4(14)(a) of the Commerce Amendment Act 2022 (2022 No 11).     Section 2(8)(a): amended, on 5 April 2023, by section 4(14)(b) of the Commerce Amendment Act 2022 (2022 No 11).     Section 2(9)(a): amended, on 5 April 2023, by section 4(15) of the Commerce Amendment Act 2022 (2022 No 11).     Section 2(9)(b): amended, on 5 April 2023, by section 4(15) of the Commerce Amendment Act 2022 (2022 No 11).