MCL Packaging would like to draw your attention to our Terms of Trade, as this is our contractual obligation between us (the seller of goods & services) and you (the buyer).

1  Terms of Trade:  Introduction

These terms apply to all services that we at MCL (2017) Limited T/A MCL Packaging provide to you at any time, whether now or in the future.  These terms always apply except when we have expressly notified you otherwise in writing.

2  Services:  Conditions of Supply

Set out below are the Terms and Conditions of Supply (“the terms and conditions”) for all orders for supply of goods and services you (“the Customer”) make with MCL (2017) Limited T/A MCL Packaging (“MCL”).

1.      Application: Unless expressly altered or modified in writing by MCL the terms and conditions apply to all supplies of goods and services by MCL to the Customer, and on acceptance of an order by MCL the terms and conditions shall be deemed to be incorporated in, and form part of, the contract of supply.

2.      Price: Unless specified otherwise all prices quoted are in New Zealand dollars and exclusive of GST.

All prices quoted are based on current exchange rates, and the costs, at the quotation date, of all raw materials, labour, overhead charges, and other cost items over which MCL has no direct control, and on latest quotations from sub-contractors, manufacturers and suppliers.  Any variation in the exchange rate or increase in such costs may be added to the price and will then become payable by the Customer.

 Quotations are open for acceptance for a period of 30 days from the date of the quotation, or such other period as MCL specifies unless earlier withdrawn by MCL.

3.      Payment:  Payment is due on the 20th of the month following the date of invoice (“the due date”).

In the event that an account is not paid in full by the due date, MCL may charge the Customer either interest on any overdue amount calculated at 2% per month from the due date or $50.00 per month to the date the account is paid in full.

The Customer shall pay any expenses, debt recovery and/or legal costs (as between solicitor and client) incurred by MCL relating to the recovery of any overdue account and/or enforcement or attempted enforcement of the terms and conditions.

MCL retains the right to withhold deliveries while any account is overdue.

4.      Risk and Title:  The risk in goods supplied by MCL to the Customer shall pass to the Customer when the goods are delivered, whether to the Customer or to the Customer’s Carrier, when MCL first makes an attempt to deliver if the Customer or Carrier fails to accept the goods, or on the date of a request by the Customer to delay delivery, whichever is the earlier.

Title in goods supplied, or to be supplied by MCL to the Customer, and ownership in them, shall not pass to the Customer until all amounts owing by the Customer to MCL in respect of those goods and all other goods supplied by MCL to the Customer have been paid in full.

Until title and ownership passes from MCL to the Customer in accordance with the clause above, the Customer acknowledges and agrees that the goods are held by the Customer in a fiduciary capacity as bailee of MCL.  The Customer’s fiduciary obligations include, but are not limited to:

         (a)  Storing the goods in such a way that MCL’s goods could be recognised as such if required; and

         (b)  If the goods are re-sold by the Customer, they are sold as agent for and on behalf of MCL, and the proceeds of all such re-sales shall be held by the Customer as trustee for MCL. 

         (c)  The proceeds of any such re-sale shall be paid into a separate account, and the Customer shall account to MCL from this fund for the full price of the goods.

The Customer irrevocably gives MCL, its agents and servants leave and licence without the necessity of giving any notice to enter any premises occupied by the Customer to search for and remove any goods in which MCL has retained title and ownership without in any way being liable to the Customer or any person claiming through the Customer.  If the goods or any of them are wholly or partially attached to or incorporated in any other goods, MCL may where practical disconnect, remove or sever the goods in any way whatsoever as may be necessary to remove the goods.

5.      Personal Property Securities Act 1999 (PPSA):  The Customer agrees and acknowledges that MCL’s rights under this clause constitute a security interest in all goods supplied by MCL to the Customer (including after-acquired goods), pursuant to the Personal Property Securities Act 1999 (“the PPSA”), and the Customer agrees to MCL registering its security interest in respect of all goods supplied by MCL to the Customer, and the Customer shall supply MCL with all necessary identifiers and other information to enable registration of MCL’s security interest under the PPSA.

The Customer agrees that it will forthwith notify MCL of any change in the Customer’s name or other material identifying characteristics.

 Nothing in sections 114(1)(a), 133, and 134 of the PPSA shall apply to this contract.

 The Customer hereby waives its rights pursuant to sections 121, 125, 129, 131 and 132 of the PPSA and its rights to receive any verification statement relating to the security interest in the goods.

All costs and expenses of MCL (including legal costs and expenses on a full indemnity basis) in respect to the registration of MCL’s security interest, any variation and any release thereof and any matter incidental thereto shall be paid by the Customer upon demand by MCL.

6.      Customer’s Obligations:  The Customer shall provide to MCL a complete and accurate description of the goods to be packaged (“the Customer’s goods”) including marks, numbers, quantity, weight and/or volume and shall indemnify MCL and hold MCL harmless against all loss, damage and expenses arising or resulting from inaccuracies in or inadequacy of such particulars.

The Customer’s goods are to be the Customer’s responsibility at all time and the Customer shall maintain insurance in respect of the Customer’s goods so that they are covered at all times whether in the possession of MCL or being transported.

7.    The Privacy Act 1993:  The Buyer and the Guarantors (if separate from the Buyer) authorises the Seller to collect, retain and use any information about the Buyer for the purpose of assessing the Buyers creditworthiness, enforcing any rights under the conditions of sale provided by the Seller.  The Buyer authorises the Seller to disclose any information obtained in relation to the Buyer to any person for any of the purposes set out in the contract.  Where the Buyer is an individual these authorities and consents are for the purpose of the Privacy Act 1993.  Under the Privacy Act 1993 the Buyer (if an individual) has the rights to access to and correction of information held by the Seller.

8.      Guarantees and Conditions:  Except as provided in these terms no representation, warranty or condition shall be implied against MCL (including but not limited to those conferred in the Sale of Goods Act 1908) unless it is in writing and signed by MCL.

The Customer acknowledges that MCL does not provide any express guarantees (as defined in the Consumer Guarantees Act 1993) other than those expressly confirmed by MCL in writing.

The Customer indemnifies MCL upon demand against any liability of cost incurred by MCL under the Consumer Guarantees Act 1993 as a result of any breach by the Customer of its obligations pursuant to these terms and conditions.

Nothing in these terms and conditions is intended to have the effect of contracting out of the Consumer Guarantees Act 1993 except to the extent permitted by that Act and these terms and conditions are to be modified to the extent necessary to give effect to that intention.

9.      Limitation of Liability:  Subject only to any mandatory liability or guarantee imposed by statute, and without prejudice to any rights granted thereby to the Customer:

(a)  MCL shall not be liable in any way whatsoever to the Customer or to any third party, whether, in tort (including negligence), contract or otherwise, for any loss or damage whatsoever, whether direct, indirect, special or consequential and all such liability is expressly excluded; and

(b)  The liability of MCL in respect of any order shall, in any event, be limited to the lesser of the following:

                (i)             the price of the order to which the complaint applies,

                (ii)            the cost of replacing the defective goods,

                (iii)            the actual loss or damage suffered by the Customer.

(c)  MCL shall not be responsible or liable in any way to the Customer for delays or defaults in delivery of the order or any part thereof nor for any direct or consequential loss or damage arising therefrom

(d) MCL shall not be responsible or liable in any way to the Customer or any third party for any loss or damage resulting from the Customer’s failure to correctly prepare the goods for packaging by MCL and the Customer agrees to indemnify MCL for any loss or Damage to MCL arising in such circumstances.

(e) MCL shall not be responsible or liable for any loss of or damage to the Customer’s goods arising from any latent defects, breakdown, derangement, stoppage of temperature controlling machinery, plant insulation or any apparatus under the control of the Customer’s Carrier.

10.      Claims:  Any complaints of damage, short delivery, loss in transit or defects in goods supplied must be made to MCL within 10 working days of delivery to the Customer.  MCL shall have the right in its discretion to repair or replace the goods in respect of which any complaint as aforesaid is made and proven, or to refund or credit the portion of the purchase price applicable thereto thereby fully discharging all legal liabilities, but MCL will use its best endeavours to enforce any guarantee or warranty given by the manufacturer of goods supplied and sold by MCL.

11.    Variation:  MCL reserves the right to review these terms and conditions at any time and any such change will take effect from the date on which MCL gives the Customer written notice of such change.