Terms & Conditions

Tyrone Packaging and Equipment ltd is dedicated to providing our customers with fair terms and conditions to ensure the protection of our customers.

Tyrone Packaging and Equipment Ltd

Terms and Conditions of Sale

Tyrone Packaging and Equipment Ltd (referred to in these terms as "us", "we", or "Tyrone") will only supply and sell Goods to the Customer (referred to in this Agreement as "you") on the following terms and conditions unless we agree in writing to vary these terms and conditions.

1. PROVISION OF GOODS AND SERVICES

1.1 You have requested certain Goods from us, against which we have provided you with a written or verbal quote ("Quote") which, unless previously withdrawn, will be valid for 30 days.

1.2 You will notify your acceptance of a Quote to us in writing or verbally which will be deemed to be an acceptance of these terms and conditions of sale, notwithstanding any conditions included on your request or acceptance of a Quote.

1.3 Your acceptance of any Quote may not be cancelled unless agreed by us in writing and, if agreed to by us in writing, will be subject to payment by you of all costs, expenses and losses incurred by us as a result of such cancellation (as reasonably determined by us).

1.4 The Customer shall be solely responsible for verifying that the Quote accurately reflects their request for the Goods, prior to acceptance. Tyrone shall not be liable for any errors or omissions in the Goods specified in the Quote.

1.5 We may require you to provide up to 3 credit references acceptable to us prior to us providing you with Goods.

1.6 You acknowledge that all information, specifications, dimensions and descriptions furnished by us or otherwise contained in any catalogues, price lists or other advertising matter are approximate and given as an aid of identification only, and that no representation is made by us that the Goods will strictly comply with those particulars.

1.7 Following acceptance, the Customer shall not be able to amend or terminate the terms of the Agreement without Tyrone’s prior written consent. If Tyrone, in its sole discretion consents to any cancellation or variation of any of the terms contained in the Agreement, the Customer will indemnify Tyrone for all reasonable costs, expenses, and losses incurred by Tyrone as a result of such variation, as reasonably determined by us.

1.8 The Customer acknowledges that any requested changes to the Agreement after order acceptance may affect delivery timeframes and incur additional costs.

1.9 We reserve the right to alter a Quote due to circumstances beyond our control.

1.10 The Customer acknowledges that the supply of Goods on credit shall not take effect until the Client has completed a credit application with Tyrone and it has been approved by Tyrone with a credit limit established for the account. In the event that the supply of Goods requested exceeds the Customer’s credit limit and/or the account exceeds the payment terms, Tyrone reserves the right to hold Delivery.

1.11 Tyrone Packaging and Equipment ltd reserves the right to substitute goods or materials of equivalent quality and functionality if those specified in the quote are unavailable or discontinued. Where practical, Tyrone should consult with the customer before making such substitutions.

2. WITHHOLDING SUPPLY

2.1 We reserve the right, irrespective of whether or not a Quote has been accepted, and without notice to you, to withhold supply to you, and we will not be liable for any costs, expenses, losses or damages resulting directly or indirectly from such action, where:
(a) we have insufficient Goods to fulfill the order or the Goods ordered have been discontinued;
(b) the Customer is in default of any payment obligation or breach any other terms relating to the supply of Goods by us; or
(c) we have determined, in our absolute discretion, that credit should not or no longer be extended to you.

3. PAYMENT, AND DEFAULT

3.1 Payment for Goods must be made prior to Delivery of those Goods, all amounts payable by the customer under the agreement must be paid in full without set off or counterclaim.

3.2 Unless otherwise specified in a Quote or our invoice, all prices are in New Zealand dollars and are exclusive of GST, freight, insurance and any other transport or Delivery costs, which you must pay when invoiced.

3.3 If you:
(a) do not pay any amount owed to us on the due date; or
(b) fail to fulfil your obligations under this Agreement or otherwise breach any term of this Agreement,
we may, without notice to you, immediately suspend the delivery of Goods and we will not be liable for any costs, expenses, losses or damages resulting directly or indirectly from such action.

3.4 If any amount which you owe us falls overdue for payment, such late or non payment shall constitute a breach of your obligations under this Agreement and the overdue amount shall (without prejudice to any other right or remedy under this Agreement) bear default interest from the date on which payment of that amount falls overdue until the date on which payment of the overdue amount is made in full. Default interest shall be calculated daily at the Default Interest Rate and shall be compounded monthly.

4. PRICES, RISK, TITLE AND DELIVERY

4.1 Our prices in a Quote are based on manufacturers' prices and costs of freight current as at the date of our Quote. If any of those costs increase prior to the date that you accept our Quote, or if there is any miscalculation on the face of our Quote, the prices stated in our Quote may be increased/amended accordingly.

4.2 Risk in the Goods will pass to you on Delivery. Title to the Goods remains with us until payment in full of all amounts owed by you to us in cleared funds has been received by us. Until payment has been received and title passes, the Goods will be held by you on bailment and be kept separate and identifiable.

4.3 If you fail to accept the Goods, or request a delay in the delivery of the Goods, you shall pay all storage charges until such time as delivery has been effected.

4.4 The Customer shall ensure that there is clear and safe access for delivery and that a person is present at the delivery address to accept the Goods. If no one is available to accept delivery, Tyrone may, at its sole discretion, leave the Goods at the delivery address if it is safe and appropriate to do so. If, in Tyrone’s reasonable opinion, the Goods are to be left at the agreed delivery address, Tyrone shall not be liable for any loss, damage, or compensation arising from or in connection with such delivery.

4.5 Subject any subsequent arrangements, all Delivery of goods shall be made at ground level. The Customer acknowledges that the Delivery of certain Goods may require additional personnel or equipment. Any associated costs arising from such requirements shall be the responsibility of the Customer and may, at Tyrone’s sole discretion, be charged to the Customer.

4.6 Damage to any property occurring in the course of delivery shall be borne solely by the Customer, except to the extent that any loss or damage directly attributable to Tyrone’s negligence, wrongful act, or willful misconduct.

4.7 Tyrone may provide the Customer with a Delivery date for the Goods at its sole discretion. Such dates are estimates only and do not constitute a binding commitment or guarantee. We shall not be liable for any failure to deliver or delays in delivery of any Goods due to any circumstances whatsoever beyond our reasonable control.

4.8 We reserve the right to deliver the Goods by installment. Each installment shall be deemed to be a separate contract subject to the same conditions as noted in the Quote.

4.9 Notwithstanding anything else contained in this Agreement, while we will use reasonable endeavours to comply with your particular Delivery requirements and quantities ordered, you will not be entitled to cancel the whole or part of your order or to claim compensation, damages, set-off or adjustment to the price by reason of our failure to comply with your Delivery requirements (including the date of Delivery) except as follows:
(a) for any quantity variation of up to (and including) 20% or custom made Goods. If the quantity delivered is:
(i) 20% or less than the amount ordered, there will be no adjustment to the price;
(ii) up to (and including) 20% more than the amount ordered, there will be a pro-rata adjustment to the price;
(b) for any minor variations to the Goods as a result of changes to the specifications of those Goods.

4A. NOTIFICATION

4A.1 The Customer shall inspect the Goods upon Delivery and notify Tyrone in writing of any shortages, defects, non-conformities, or damage within five (5) Business Days of Delivery of the Goods. Any notification of defect must include:
(a) a detailed description of the defect or non-conformity;
(b) supporting evidence, such as photographs or other relevant documentation; and
(c) the date of the Delivery of the Goods.

4A.2 The Customer shall retain any defective Goods in the same condition in which they were received and shall make them available for inspection by Tyrone or its authorised representatives upon request.

4A.3 Upon receipt of valid notifications under clause 4A.2, Tyrone shall at its sole discretion, elect either to:
(a) repair or replace the defective Goods; or
(b) provide a refund or credit for the defective Goods.

4A.4 If a defect notice in relation to the received Goods, is not received by Tyrone within the specified notification period, the Goods shall be deemed accepted by the Customer and in compliance with the Quote, and Tyrone shall have no further liability for any defects or non-conformities.

5. SECURITY INTEREST

5.1 You acknowledge and agree that this Agreement constitutes a security agreement for the purposes of the PPSA and we retain a purchase money security interest in all Goods to secure our interest in the Goods and all moneys owing or payable by you under this Agreement. All Goods sold to you are sold subject to a security interest in favour of us and we have the right to call for or recover any Goods at our option and you are obliged to deliver up the Goods if so directed by us.

5.2 Our security interest in the Goods:
(a) continues in any new goods into which those goods are attached, fixed or incorporated; and
(b) extends to any proceeds, book debts and accounts receivable arising from selling the Goods.

5.3 You waive any right to receive verification that our security interest in the Goods has been registered on the Personal Property Securities Register and agree that where relevant, the following sections of the PPSA are not applicable to this Agreement, sections 114(1)(a), 116, 117(1) (c), 119, 120(2), 121, 125, 126, 127, 129 and 131 to 134 (inclusive).

5.4 You will, at your cost, arrange and maintain insurance for all Goods (which are at your risk but title of which has not passed) to their fullest replacement value, such insurance cover to name us as an additional insured and you agree to provide us with satisfactory evidence of such cover on request from time to time.

5.5 You irrevocably authorise us (and our employees and agents) to enter any premises occupied by you, on which Goods are situated at any time after any breach of this Agreement by you (or before a breach if we reasonably believe a breach is likely to occur) and to remove and repossess any Goods and any other property to which Goods are attached or in which such goods are incorporated. We shall not be liable for, and you agree to indemnify us for, any costs, damages, expenses or losses incurred by you or any third party as a result of this action, or liability either in contract or in tort or otherwise in any way whatsoever. We may either:
(a) resell any repossessed Goods and credit the your account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs); or
(b) retain any repossessed goods and credit your account with the invoice value less such sum as we reasonably determine on account of wear and tear, depreciation, obsolescence, loss of profit and costs.

6. WARRANTY AND LIMITATION OF LIABILITY

6.1 We exclude all statutory or implied conditions and warranties to the fullest extent permitted by law. All Goods are only warranted to the extent expressly specified in a Quote or mandatorily implied by law.

6.2 Subject to clause 6.1, to the fullest extent permitted by law, we limit our liability to you, howsoever arising, from the supply of (or failure to supply) any Goods, or the quality or performance of the Goods in relation to the supply of Goods:
(a) the replacement of the Goods or the supply of equivalent Goods;
(b) the repair of the Goods; or
(c) the reasonable cost of replacing or repairing the Goods.

6.3 If the Customer uses any parts, components, or materials not approved by Tyrone, or undertakes, permits, or causes any repair, modification, or other works to be carried out on the Goods by any party not authorised by Tyrone, then any and all warranties, whether express or implied, provided by Tyrone shall be immediately voided and of no effect.

6.4 Tyrone’s total liability for any claims arising under or related to the supply of the Goods shall not exceed the price paid by the Customer for the Goods. In no event shall Tyrone be liable for indirect, consequential, or incidental damages, including loss of profit or production.

6.5 All goods and equipment supplied must be used and maintained according to the manufacturers specifications and intended purpose. The customer must ensure to keep machinery and product in good condition and should under no circumstance modify or misuse supplied goods.

7. OBLIGATIONS

7.1 You agree:
(a) not to assign this Agreement or your rights under this Agreement without our prior written consent;
(b) to indemnify us against any claims, losses, damages, liabilities and expenses of whatever nature:
(i) to the extent that they arise in whole or in part out of your use of the Goods;
(ii) arising in whole or in part by any breach of this Agreement by you.

8. TERMINATION

8.1 We may terminate this Agreement by notice in writing to you if any of the following events occurs:
(a) you do not pay any amount owed to us on the due date;
(b) you fail to fulfill your obligations under this Agreement or otherwise breach any term of this Agreement;
(c) it becomes, or will become, illegal for you to comply with your obligations under this Agreement or all or part of this Agreement becomes invalid or unenforceable;
(d) you cease or threaten to cease to carry on your business;
(e) you are unable to pay your debts or are deemed or presumed to be unable to pay your debts, or takes steps to benefit any of your creditors or stops or threatens to stop payments; or
(f) a receiver, administrator or similar official is appointed in relation to any asset of you or you request the appointment of, or an application is made for the appointment of, any of those officials;
(g) an application is made or any steps taken for the bankruptcy or liquidation of you or you are declared or become bankrupt or insolvent; or
(h) any step is taken to appoint, or with a view to appointing, a statutory manager or similar official of or to you (including the making of any recommendation under the Corporations (Investigation and Management) Act 1989, or you are declared at risk under that Act).

8.2 Termination of this Agreement by us will be without prejudice to our accrued rights, remedies and liabilities under this Agreement.

8.3 You may not terminate this Agreement for any reason without first providing us:
(a) written notice of the breach or cause pursuant to which you purport terminating this Agreement; and
(b) 30 days from the date of receipt by us of such notice to reasonably remedy such breach or cause.

8.4 Should this Agreement be terminated for any reason, you agree to immediately:
(a) pay us all amounts owing by you to us and we may retain any deposit paid;
(b) pay us for any Goods which we have supplied to you on or prior to the Termination Date on receipt of an invoice in relation to those Goods;
(c) return any property of ours which you hold or which is on your premises; and
(d) pay us for all expenses, charges or costs falling due for payment after the Termination Date which arise from commitments reasonably incurred by us prior to the Termination Date on receipt of an invoice in relation to those expenses, charges or costs.

9. PRIVACY ACT 2020

9.1 You authorise us to obtain credit or trade references about you from any suitable person and/or organisation and to verify any information provided by any such person and/or organisation for the purpose of determining whether to extend credit to you.

9.2 If you are an individual, you have a right of access to information about you held by us and you may request correction of that information and require that the request be stored with that information. We may charge our reasonable costs of providing access to that information.

9.3 The Customer acknowledges and agrees that Tyrone may collect, use, and store personal information in connection with the provision of Goods. This information may include, but is not limited to, the Customer’s name, email address, phone number, billing and shipping address, and payment details.

9.4 The Customer agrees to provide personal information that is accurate, current, and complete, and to promptly update such information as necessary to maintain its accuracy.

9.5 The Customer acknowledges and consents to Tyrone collecting, using, and disclosing their personal information for purposes including, but not limited to:
(a) providing, managing, and improving Tyrone’s Goods;
(b) communicating with the Customer regarding orders, accounts, updates, or Goods-related matters;
(c) processing payments and preventing fraudulent transactions;
(d) complying with legal obligations and responding to lawful requests from regulatory authorities or law enforcement agencies; and
(e) enforcing this Agreement and protecting Tyrone’s legal rights.

9.6 Tyrone will take reasonable steps to protect the personal information it holds from misuse, interference, loss, and from unauthorised access, modification, or disclosure. However, the Customer acknowledges that no method of electronic communication or storage is completely secure and Tyrone does not guarantee absolute security of any personal information provided.

10. CONSUMER GUARANTEES ACT 1993

10.1 The Customer acknowledges and agrees that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by Tyrone where the Customer acquires the Goods for trade or business purposes.

11. COSTS

11.1 You shall pay to us, upon demand, all costs and expenses on a full indemnity basis (including GST and reasonable legal fees on a solicitor and own client basis) incurred by us in connection with the enforcement or preservation of, or attempted enforcement or preservation of, any rights under this Agreement, or in suing for or recovering any moneys payable by you under this Agreement.

12. SCOPE

12.1 Notwithstanding anything contained in any correspondence between us or elsewhere, this Agreement constitutes the entire terms and conditions of the agreement between us in relation to the Goods and will prevail over all prior arrangements, negotiations, proposals, correspondence or previous dealings between us (whether written or oral).

12.2 You acknowledge that in entering into this Agreement you did not rely on any representation other than those which are expressly contained in a Quote.

12.3 No amendment to this Agreement shall be valid unless in writing and executed by all parties in the same manner as that in which this Agreement has been executed.

13. GENERAL

13.1 You agree to, at your cost, promptly execute and deliver to us and do all things which we require to protect our title and interest (including the priority of our interest) in any Goods and enable us to obtain the full benefit of this Agreement.

13.2 If any part of this Agreement is deemed to be invalid, void, illegal or unenforceable, the remaining provisions will remain in full force and effect and the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

13.3 This Agreement shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Courts of New Zealand.

13.4 Tyrone reserves the right to vary, amend or modify these terms and conditions of sale, at its sole discretion. Any such variation, amendment or modification shall take effect fifteen (15) Business Days following the date on which Tyrone provides written notice of the changes to the Customers.

13.5 Tyrone shall not be liable for delay or failure to perform due to circumstances beyond its control, including but not limited to:
(a) supplier delays (e.g., Manufacturer lead times);
(b) raw material shortages;
(c) port congestion or transport disruption;
(d) pandemics or civil emergencies.

13.6 Any dispute or difference arising out of or in connection with this contract, or the subject matter of this contract, including any question about its existence, validity or termination, shall be referred to mediation in accordance with the Mediation Rules of the New Zealand Dispute Resolution Centre.

15. CONFIDENTIALITY

14.1 Both parties are obliged to keep confidential any information obtained from the other party that is marked as confidential or would reasonably be considered confidential by its nature or context.

15. DEFINITIONS

15.1 In this Agreement, unless the context otherwise requires:

"Agreement" means any Quote and these terms and conditions of sale.

"Customer" means, jointly and severally, each customer specified on the account application form or Quote that these terms and conditions of sale are attached to.

"Default Interest Rate" means that rate equal to the overdraft rate that would be charged by our bank to us plus a margin of 7% per annum.

"Delivery" means either:
(a) when you pick up the Goods from us; or
(b) the arrival of the Goods on the site nominated by you.

"Goods" means all goods supplied by us to you from time to time as described in a Quote and includes any goods ancillary to that Quote.

"GST" means Goods and Services Tax at the rate prevailing from time to time.

"PPSA" means the Personal Property Securities Act 1999.

"Termination Date" means the date on this Agreement is terminated.

Tyrone Packaging and Equipment Ltd

Terms and Conditions of Sale

Tyrone Packaging and Equipment Ltd (referred to in these terms as "us", "we", or "Tyrone") will only supply and sell Goods to the Customer (referred to in this Agreement as "you") on the following terms and conditions unless we agree in writing to vary these terms and conditions.

1. PROVISION OF GOODS AND SERVICES

1.1 You have requested certain Goods from us, against which we have provided you with a written or verbal quote ("Quote") which, unless previously withdrawn, will be valid for 30 days.

1.2 You will notify your acceptance of a Quote to us in writing or verbally which will be deemed to be an acceptance of these terms and conditions of sale, notwithstanding any conditions included on your request or acceptance of a Quote.

1.3 Your acceptance of any Quote may not be cancelled unless agreed by us in writing and, if agreed to by us in writing, will be subject to payment by you of all costs, expenses and losses incurred by us as a result of such cancellation (as reasonably determined by us).

1.4 The Customer shall be solely responsible for verifying that the Quote accurately reflects their request for the Goods, prior to acceptance. Tyrone shall not be liable for any errors or omissions in the Goods specified in the Quote.

1.5 We may require you to provide up to 3 credit references acceptable to us prior to us providing you with Goods.

1.6 You acknowledge that all information, specifications, dimensions and descriptions furnished by us or otherwise contained in any catalogues, price lists or other advertising matter are approximate and given as an aid of identification only, and that no representation is made by us that the Goods will strictly comply with those particulars.

1.7 Following acceptance, the Customer shall not be able to amend or terminate the terms of the Agreement without Tyrone’s prior written consent. If Tyrone, in its sole discretion consents to any cancellation or variation of any of the terms contained in the Agreement, the Customer will indemnify Tyrone for all reasonable costs, expenses, and losses incurred by Tyrone as a result of such variation, as reasonably determined by us.

1.8 The Customer acknowledges that any requested changes to the Agreement after order acceptance may affect delivery timeframes and incur additional costs.

1.9 We reserve the right to alter a Quote due to circumstances beyond our control.

1.10 The Customer acknowledges that the supply of Goods on credit shall not take effect until the Client has completed a credit application with Tyrone and it has been approved by Tyrone with a credit limit established for the account. In the event that the supply of Goods requested exceeds the Customer’s credit limit and/or the account exceeds the payment terms, Tyrone reserves the right to hold Delivery.

1.11 Tyrone Packaging and Equipment ltd reserves the right to substitute goods or materials of equivalent quality and functionality if those specified in the quote are unavailable or discontinued. Where practical, Tyrone should consult with the customer before making such substitutions.

2. WITHHOLDING SUPPLY

2.1 We reserve the right, irrespective of whether or not a Quote has been accepted, and without notice to you, to withhold supply to you, and we will not be liable for any costs, expenses, losses or damages resulting directly or indirectly from such action, where:
(a) we have insufficient Goods to fulfill the order or the Goods ordered have been discontinued;
(b) the Customer is in default of any payment obligation or breach any other terms relating to the supply of Goods by us; or
(c) we have determined, in our absolute discretion, that credit should not or no longer be extended to you.

3. PAYMENT, AND DEFAULT

3.1 Payment for Goods must be made prior to Delivery of those Goods, all amounts payable by the customer under the agreement must be paid in full without set off or counterclaim.

3.2 Unless otherwise specified in a Quote or our invoice, all prices are in New Zealand dollars and are exclusive of GST, freight, insurance and any other transport or Delivery costs, which you must pay when invoiced.

3.3 If you:
(a) do not pay any amount owed to us on the due date; or
(b) fail to fulfil your obligations under this Agreement or otherwise breach any term of this Agreement,
we may, without notice to you, immediately suspend the delivery of Goods and we will not be liable for any costs, expenses, losses or damages resulting directly or indirectly from such action.

3.4 If any amount which you owe us falls overdue for payment, such late or non payment shall constitute a breach of your obligations under this Agreement and the overdue amount shall (without prejudice to any other right or remedy under this Agreement) bear default interest from the date on which payment of that amount falls overdue until the date on which payment of the overdue amount is made in full. Default interest shall be calculated daily at the Default Interest Rate and shall be compounded monthly.

4. PRICES, RISK, TITLE AND DELIVERY

4.1 Our prices in a Quote are based on manufacturers' prices and costs of freight current as at the date of our Quote. If any of those costs increase prior to the date that you accept our Quote, or if there is any miscalculation on the face of our Quote, the prices stated in our Quote may be increased/amended accordingly.

4.2 Risk in the Goods will pass to you on Delivery. Title to the Goods remains with us until payment in full of all amounts owed by you to us in cleared funds has been received by us. Until payment has been received and title passes, the Goods will be held by you on bailment and be kept separate and identifiable.

4.3 If you fail to accept the Goods, or request a delay in the delivery of the Goods, you shall pay all storage charges until such time as delivery has been effected.

4.4 The Customer shall ensure that there is clear and safe access for delivery and that a person is present at the delivery address to accept the Goods. If no one is available to accept delivery, Tyrone may, at its sole discretion, leave the Goods at the delivery address if it is safe and appropriate to do so. If, in Tyrone’s reasonable opinion, the Goods are to be left at the agreed delivery address, Tyrone shall not be liable for any loss, damage, or compensation arising from or in connection with such delivery.

4.5 Subject any subsequent arrangements, all Delivery of goods shall be made at ground level. The Customer acknowledges that the Delivery of certain Goods may require additional personnel or equipment. Any associated costs arising from such requirements shall be the responsibility of the Customer and may, at Tyrone’s sole discretion, be charged to the Customer.

4.6 Damage to any property occurring in the course of delivery shall be borne solely by the Customer, except to the extent that any loss or damage directly attributable to Tyrone’s negligence, wrongful act, or willful misconduct.

4.7 Tyrone may provide the Customer with a Delivery date for the Goods at its sole discretion. Such dates are estimates only and do not constitute a binding commitment or guarantee. We shall not be liable for any failure to deliver or delays in delivery of any Goods due to any circumstances whatsoever beyond our reasonable control.

4.8 We reserve the right to deliver the Goods by installment. Each installment shall be deemed to be a separate contract subject to the same conditions as noted in the Quote.

4.9 Notwithstanding anything else contained in this Agreement, while we will use reasonable endeavours to comply with your particular Delivery requirements and quantities ordered, you will not be entitled to cancel the whole or part of your order or to claim compensation, damages, set-off or adjustment to the price by reason of our failure to comply with your Delivery requirements (including the date of Delivery) except as follows:
(a) for any quantity variation of up to (and including) 20% or custom made Goods. If the quantity delivered is:
(i) 20% or less than the amount ordered, there will be no adjustment to the price;
(ii) up to (and including) 20% more than the amount ordered, there will be a pro-rata adjustment to the price;
(b) for any minor variations to the Goods as a result of changes to the specifications of those Goods.

4A. NOTIFICATION

4A.1 The Customer shall inspect the Goods upon Delivery and notify Tyrone in writing of any shortages, defects, non-conformities, or damage within five (5) Business Days of Delivery of the Goods. Any notification of defect must include:
(a) a detailed description of the defect or non-conformity;
(b) supporting evidence, such as photographs or other relevant documentation; and
(c) the date of the Delivery of the Goods.

4A.2 The Customer shall retain any defective Goods in the same condition in which they were received and shall make them available for inspection by Tyrone or its authorised representatives upon request.

4A.3 Upon receipt of valid notifications under clause 4A.2, Tyrone shall at its sole discretion, elect either to:
(a) repair or replace the defective Goods; or
(b) provide a refund or credit for the defective Goods.

4A.4 If a defect notice in relation to the received Goods, is not received by Tyrone within the specified notification period, the Goods shall be deemed accepted by the Customer and in compliance with the Quote, and Tyrone shall have no further liability for any defects or non-conformities.

5. SECURITY INTEREST

5.1 You acknowledge and agree that this Agreement constitutes a security agreement for the purposes of the PPSA and we retain a purchase money security interest in all Goods to secure our interest in the Goods and all moneys owing or payable by you under this Agreement. All Goods sold to you are sold subject to a security interest in favour of us and we have the right to call for or recover any Goods at our option and you are obliged to deliver up the Goods if so directed by us.

5.2 Our security interest in the Goods:
(a) continues in any new goods into which those goods are attached, fixed or incorporated; and
(b) extends to any proceeds, book debts and accounts receivable arising from selling the Goods.

5.3 You waive any right to receive verification that our security interest in the Goods has been registered on the Personal Property Securities Register and agree that where relevant, the following sections of the PPSA are not applicable to this Agreement, sections 114(1)(a), 116, 117(1) (c), 119, 120(2), 121, 125, 126, 127, 129 and 131 to 134 (inclusive).

5.4 You will, at your cost, arrange and maintain insurance for all Goods (which are at your risk but title of which has not passed) to their fullest replacement value, such insurance cover to name us as an additional insured and you agree to provide us with satisfactory evidence of such cover on request from time to time.

5.5 You irrevocably authorise us (and our employees and agents) to enter any premises occupied by you, on which Goods are situated at any time after any breach of this Agreement by you (or before a breach if we reasonably believe a breach is likely to occur) and to remove and repossess any Goods and any other property to which Goods are attached or in which such goods are incorporated. We shall not be liable for, and you agree to indemnify us for, any costs, damages, expenses or losses incurred by you or any third party as a result of this action, or liability either in contract or in tort or otherwise in any way whatsoever. We may either:
(a) resell any repossessed Goods and credit the your account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs); or
(b) retain any repossessed goods and credit your account with the invoice value less such sum as we reasonably determine on account of wear and tear, depreciation, obsolescence, loss of profit and costs.

6. WARRANTY AND LIMITATION OF LIABILITY

6.1 We exclude all statutory or implied conditions and warranties to the fullest extent permitted by law. All Goods are only warranted to the extent expressly specified in a Quote or mandatorily implied by law.

6.2 Subject to clause 6.1, to the fullest extent permitted by law, we limit our liability to you, howsoever arising, from the supply of (or failure to supply) any Goods, or the quality or performance of the Goods in relation to the supply of Goods:
(a) the replacement of the Goods or the supply of equivalent Goods;
(b) the repair of the Goods; or
(c) the reasonable cost of replacing or repairing the Goods.

6.3 If the Customer uses any parts, components, or materials not approved by Tyrone, or undertakes, permits, or causes any repair, modification, or other works to be carried out on the Goods by any party not authorised by Tyrone, then any and all warranties, whether express or implied, provided by Tyrone shall be immediately voided and of no effect.

6.4 Tyrone’s total liability for any claims arising under or related to the supply of the Goods shall not exceed the price paid by the Customer for the Goods. In no event shall Tyrone be liable for indirect, consequential, or incidental damages, including loss of profit or production.

6.5 All goods and equipment supplied must be used and maintained according to the manufacturers specifications and intended purpose. The customer must ensure to keep machinery and product in good condition and should under no circumstance modify or misuse supplied goods.

7. OBLIGATIONS

7.1 You agree:
(a) not to assign this Agreement or your rights under this Agreement without our prior written consent;
(b) to indemnify us against any claims, losses, damages, liabilities and expenses of whatever nature:
(i) to the extent that they arise in whole or in part out of your use of the Goods;
(ii) arising in whole or in part by any breach of this Agreement by you.

8. TERMINATION

8.1 We may terminate this Agreement by notice in writing to you if any of the following events occurs:
(a) you do not pay any amount owed to us on the due date;
(b) you fail to fulfill your obligations under this Agreement or otherwise breach any term of this Agreement;
(c) it becomes, or will become, illegal for you to comply with your obligations under this Agreement or all or part of this Agreement becomes invalid or unenforceable;
(d) you cease or threaten to cease to carry on your business;
(e) you are unable to pay your debts or are deemed or presumed to be unable to pay your debts, or takes steps to benefit any of your creditors or stops or threatens to stop payments; or
(f) a receiver, administrator or similar official is appointed in relation to any asset of you or you request the appointment of, or an application is made for the appointment of, any of those officials;
(g) an application is made or any steps taken for the bankruptcy or liquidation of you or you are declared or become bankrupt or insolvent; or
(h) any step is taken to appoint, or with a view to appointing, a statutory manager or similar official of or to you (including the making of any recommendation under the Corporations (Investigation and Management) Act 1989, or you are declared at risk under that Act).

8.2 Termination of this Agreement by us will be without prejudice to our accrued rights, remedies and liabilities under this Agreement.

8.3 You may not terminate this Agreement for any reason without first providing us:
(a) written notice of the breach or cause pursuant to which you purport terminating this Agreement; and
(b) 30 days from the date of receipt by us of such notice to reasonably remedy such breach or cause.

8.4 Should this Agreement be terminated for any reason, you agree to immediately:
(a) pay us all amounts owing by you to us and we may retain any deposit paid;
(b) pay us for any Goods which we have supplied to you on or prior to the Termination Date on receipt of an invoice in relation to those Goods;
(c) return any property of ours which you hold or which is on your premises; and
(d) pay us for all expenses, charges or costs falling due for payment after the Termination Date which arise from commitments reasonably incurred by us prior to the Termination Date on receipt of an invoice in relation to those expenses, charges or costs.

9. PRIVACY ACT 2020

9.1 You authorise us to obtain credit or trade references about you from any suitable person and/or organisation and to verify any information provided by any such person and/or organisation for the purpose of determining whether to extend credit to you.

9.2 If you are an individual, you have a right of access to information about you held by us and you may request correction of that information and require that the request be stored with that information. We may charge our reasonable costs of providing access to that information.

9.3 The Customer acknowledges and agrees that Tyrone may collect, use, and store personal information in connection with the provision of Goods. This information may include, but is not limited to, the Customer’s name, email address, phone number, billing and shipping address, and payment details.

9.4 The Customer agrees to provide personal information that is accurate, current, and complete, and to promptly update such information as necessary to maintain its accuracy.

9.5 The Customer acknowledges and consents to Tyrone collecting, using, and disclosing their personal information for purposes including, but not limited to:
(a) providing, managing, and improving Tyrone’s Goods;
(b) communicating with the Customer regarding orders, accounts, updates, or Goods-related matters;
(c) processing payments and preventing fraudulent transactions;
(d) complying with legal obligations and responding to lawful requests from regulatory authorities or law enforcement agencies; and
(e) enforcing this Agreement and protecting Tyrone’s legal rights.

9.6 Tyrone will take reasonable steps to protect the personal information it holds from misuse, interference, loss, and from unauthorised access, modification, or disclosure. However, the Customer acknowledges that no method of electronic communication or storage is completely secure and Tyrone does not guarantee absolute security of any personal information provided.

10. CONSUMER GUARANTEES ACT 1993

10.1 The Customer acknowledges and agrees that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by Tyrone where the Customer acquires the Goods for trade or business purposes.

11. COSTS

11.1 You shall pay to us, upon demand, all costs and expenses on a full indemnity basis (including GST and reasonable legal fees on a solicitor and own client basis) incurred by us in connection with the enforcement or preservation of, or attempted enforcement or preservation of, any rights under this Agreement, or in suing for or recovering any moneys payable by you under this Agreement.

12. SCOPE

12.1 Notwithstanding anything contained in any correspondence between us or elsewhere, this Agreement constitutes the entire terms and conditions of the agreement between us in relation to the Goods and will prevail over all prior arrangements, negotiations, proposals, correspondence or previous dealings between us (whether written or oral).

12.2 You acknowledge that in entering into this Agreement you did not rely on any representation other than those which are expressly contained in a Quote.

12.3 No amendment to this Agreement shall be valid unless in writing and executed by all parties in the same manner as that in which this Agreement has been executed.

13. GENERAL

13.1 You agree to, at your cost, promptly execute and deliver to us and do all things which we require to protect our title and interest (including the priority of our interest) in any Goods and enable us to obtain the full benefit of this Agreement.

13.2 If any part of this Agreement is deemed to be invalid, void, illegal or unenforceable, the remaining provisions will remain in full force and effect and the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

13.3 This Agreement shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Courts of New Zealand.

13.4 Tyrone reserves the right to vary, amend or modify these terms and conditions of sale, at its sole discretion. Any such variation, amendment or modification shall take effect fifteen (15) Business Days following the date on which Tyrone provides written notice of the changes to the Customers.

13.5 Tyrone shall not be liable for delay or failure to perform due to circumstances beyond its control, including but not limited to:
(a) supplier delays (e.g., Manufacturer lead times);
(b) raw material shortages;
(c) port congestion or transport disruption;
(d) pandemics or civil emergencies.

13.6 Any dispute or difference arising out of or in connection with this contract, or the subject matter of this contract, including any question about its existence, validity or termination, shall be referred to mediation in accordance with the Mediation Rules of the New Zealand Dispute Resolution Centre.

15. CONFIDENTIALITY

14.1 Both parties are obliged to keep confidential any information obtained from the other party that is marked as confidential or would reasonably be considered confidential by its nature or context.

15. DEFINITIONS

15.1 In this Agreement, unless the context otherwise requires:

"Agreement" means any Quote and these terms and conditions of sale.

"Customer" means, jointly and severally, each customer specified on the account application form or Quote that these terms and conditions of sale are attached to.

"Default Interest Rate" means that rate equal to the overdraft rate that would be charged by our bank to us plus a margin of 7% per annum.

"Delivery" means either:
(a) when you pick up the Goods from us; or
(b) the arrival of the Goods on the site nominated by you.

"Goods" means all goods supplied by us to you from time to time as described in a Quote and includes any goods ancillary to that Quote.

"GST" means Goods and Services Tax at the rate prevailing from time to time.

"PPSA" means the Personal Property Securities Act 1999.

"Termination Date" means the date on this Agreement is terminated.

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