1. SCOPE OF APPLICABILITY
1.1 These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by MCT notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from the Purchaser. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by MCT unless MCT expressly confirm acceptance in writing.
1.2 MCT reserve the right to change these GTCS at any time. MCT will provide thirty calendar days’ notice of any changes by posting notice via MCT website.
2. OFFERS, PURCHASE ORDERS AND ORDER CONFIRMATIONS
2.1 Where MCT must manufacture to fulfil orders, delivery of troughs will take a maximum of four weeks, or later if requested by the Purchaser. Orders for stock product will be based on a first in, first served model. As such, availability is not guaranteed.
2.2 All purchase orders issued by a Purchaser shall specify as a minimum the type and quantity of troughs requested, applicable unit prices, delivery place and requested delivery dates (including Farm Gate number if applicable). Email submission from the MCT ‘Trough and delivery calculator / Order’ website page is confirmation of an order. MCT will confirm receipt of the order and advise of ETA by return email. MCT reserves the right to reject an order within four days of receiving it.
2.3 Cancellation of an order requiring manufacture must be made within seven (7) days of being placed, and must be notified in writing.
3. PRICES AND TERMS OF PAYMENT
3.1 The prices for goods shall be those set forth in accordance with the Specifications page and/or the Trough and delivery calculator / Order page of the MCT website. All prices advertised are exclusive of GST.
3.2 Unless expressly stated otherwise in MCT's order confirmation, payment for goods shall be made within ten (10) working days of receipt of invoice and without offset or deduction. (NB; receipt of invoice is observed as follows; if sent by post, postal rule applies; if sent by email the date of an error free message sent will apply).
3.3 Subject to 3.2 any failure to pay any invoice on time may result in the addition of interest from the due date to the date of payment at the rate of 5 % of the invoiced value per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which MCT are or may be entitled to at law or in equity.
3.4 Title to goods delivered shall remain with MCT and shall not pass to Purchaser until the goods have been paid for in full. If the Purchaser fails to pay any invoice within fourteen calendar days of the due date of payment, MCT may retake the goods covered by the invoice. The Purchaser will be responsible for all collection costs which will be determined at the discretion of MCT.
4. TERMS OF DELIVERY AND LATE DELIVERY
4.1 The delivery date of goods shall be those set forth in our order confirmation. If we fail to deliver goods within seven calendar days of the agreed delivery date, you may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to us within seven calendar days of the expiration of the grace period.
4.2 MCT reserve the right to make trough deliveries in instalments.
5. ACCEPTANCE OF GOODS
5.1 The risk of loss of or damage to goods shall pass to the purchaser once troughs are delivered to the address specified in the purchase order. The Purchaser must inspect goods delivered upon receipt. The Purchaser is deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by us within seven (7) calendar days after delivery of the goods.
6. WARRANTY
6.1 MCT warrant that upon delivery and for a period of twenty-four months from the date of delivery goods purchased will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than MCT.
6.2 With respect to goods which do not conform to the warranty our liability is limited, at our election, to (i) refund of the purchase price for such goods less a reasonable amount for usage, or (ii) replacement of such goods; provided, however, notification of such defect is made to MCT within 7 days after the discovery of the lack of conformity or ought to have discovered it.
6.3 MCT make no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, we make no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose other than that with which they are intended.
7. LIMITATION OF LIABILITY
7.1 Neither party will be entitled to, and neither party shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, injury to reputation or loss of customers. Your recovery from us for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
7.2 We shall not be liable for any claims based on our compliance with your designs, specifications or instructions or repair, modification or alteration of any goods by parties other than us or use in combination with other goods.
8. FORCE MAJEURE
8.1 Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.
9. MISCELLANEOUS
9.1 No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
9.2 Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
9.3 These GTCS and all contracts of sale entered into between MCT shall be governed by and construed in accordance with the laws of New Zealand. Where there arises any disagreement relating to any purchase order the purchaser and MCT agree to arbitration in the first instance. If a failure to come to a mutual agreement is not reached then either party may seek remedy and/or restitution through the New Zealand Courts.
