Metal Heart Ltd. Terms & Conditions of Trade

You are agreeing to these terms (unless otherwise arranged) by placing orders through this site.

 

1. DEFINITIONS

a. “Meadowlark” shall mean Meadowlark, or any agents or employees thereof.

b. “Client” shall mean the Client, any person acting on behalf of an with the authority of the Client,

or any person purchasing products and services from Meadowlark.

c. “Goods” shall mean:

i. all Goods of the general description specified on the front of this agreement and supplied by 

Meadowlark to the Client; and

ii. all Goods supplied by Meadowlark to the Client; and

iii. all inventory of the Client that is supplied by Meadowlark; and

iv. all Goods supplied by Meadowlark and further identified in any invoice issued by 

Meadowlark to the Client, which invoiced are deemed to be incorporated into and form part 

of this agreement; and

v. all Goods that are marked as having been supplied by Meadowlark or that are stored by the 

Client in a manner that enables them to be identified as having been supplied by 

Meadowlark; and

vi. all of the Client’s present and after-secured Goods that Meadowlark has performed work on 

or to or in which goods or materials supplied or financed by Meadowlark have been attached 

or incorporated.

vii. The above descriptions may overlap but each is independent of and does not limit the others.

d. “Goods” shall also mean all goods, products, services and advice provided by Meadowlark to the 

Client and shall include without limitation the importation, export, manufacture and supply of 

fashion accessories, product development and design and all charges for labour, hire charges, 

insurance charges, or any fee or charge associated with the supply of Goods by Meadowlark to the 

Client.

e. “Price” shall mean the cost of the Goods as agreed between Meadowlark and the Client and 

includes all disbursements eg charges Meadowlark pays to others on the Client’s behalf subject to 

clause 4 of this contract.

 

2. ACCEPTANCE

a. Any instructions received by Meadowlark from the Client for the supply of Goods shall constitute 

a binding contract and acceptance of the terms and conditions contained herein.

 

3. COLLECTIONS AND USE OF INFORMATION

a. The Client authorizes Meadowlark to collect, retain and use any information about the Client, for 

the purpose of assessing the Client’s credit worthiness, enforcing any rights under this contract, or 

marketing any Goods provided by Meadowlark to any other party.

b. The Client authorizes Meadowlark to disclose any information obtained to any person for the 

purpose set out in clause 3.a.

c. Where the Client is a natural person the authorities under clauses 3.a and 3.b are authorities or 

consents for the purposes of the Privacy Act 1993.

 

4. PRICE

a. Where no price is stated in writing or agreed to orally the Goods shall be deemed to be sold at the 

current amount, such as Goods are sold by Meadowlark at the time of the contract.

b. The price may be increased by the amount of any reasonable increase in the cost of supply of the 

Goods that is beyond the contract of Meadowlark between the date of the contract and delivery of 

the Goods.

 

5. PAYMENT

a. Payment for Goods shall be made in full on or before the 20th day of the month following the date 

of the invoice (“the due date”) unless other terms are arranged.

b. Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or 

part month.

c. Any expenses, disbursements and legal costs incurred by Meadowlark in the enforcement of any 

rights contained in this contract shall be paid by the Client, including any reasonable solicitor’s 

fees or debt collection agency fees.

d. Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment 

until such negotiable instrument is paid in full.

 

6. QUOTATION

a. Where a quotation is given by Meadowlark for Goods.

i. Unless otherwise agreed the quotation shall be valid for sixty (60) days from the date of 

issue; and

ii. The quotation shall be exclusive of goods and services tax unless specifically stated to the 

contrary;

iii. Meadowlark reserves the right to alter the quotation because of circumstances beyond its 

control.

b. Where Goods are required in addition to the quotation the Client agrees to pay for the additional 

cost of such Goods.

 

7. RISK

a. The Goods remain at Meadowlark’s risk until delivery to the Client.

b. Delivery of Goods shall be deemed complete when Meadowlark gives possession of the Goods 

directly to the Client or possession of the Goods is given to a carrier, courier, or other bailee for 

purposes of transmission to the Client.

c. If the Client fails or refuses to accept delivery or the Client fails to collect the Goods within seven 

(7) days of notification that they are available for collection then the Client shall be liable to 

Meadowlark for any resulting storage and transportation costs that Meadowlark may incur.

d. Should the premises where delivery is made be unattended then the Goods shall be deemed to 

have been delivered at the time of delivery.

e. The time agreed for delivery shall not be an essential form of this contract.

 

8. AGENCY

a. The Client authorizes Meadowlark to contract either as principal or agent for the provision of 

Goods that are the matter of this contract.

b. Where Meadowlark enters into a contract of the type referred to in clause 8.a it shall be read with 

and form part of this agreement and the Client agrees to pay any amounts due under that contract.

 

9. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)

a. Title in any Goods supplied by Meadowlark passes to the Client only when the Client has made 

payment in full for all Goods provided by Meadowlark and of all other sums due to Meadowlark 

by the Client on any account whatsoever.  Until all sums due to Meadowlark by the Client have 

been paid in full, Meadowlark has a security interest in all Goods.

b. If the Goods are attached, fixed, or incorporated into any property of the Client, by way of any 

manufacturing or assembly process by the Client or any third party, title in the Goods shall remain 

with Meadowlark until the Client has made payment for the Goods, and where those Goods are 

mixed with other property so as to be part of a constituent of any new Goods, title to these new 

Goods shall deemed to be assigned to Meadowlark as security for the full satisfaction by the Client 

of the full amount owing between Meadowlark and the Client.

c. If Meadowlark believes a default is likely and to remove and repossess any Goods and any other 

property to which Goods are attached or in which Goods are incorporated, Meadowlark shall not 

be liable for any costs, damages, expenses or losses incurred by the Client or any third party as a 

result of this action, nor liable in contract or in tort of otherwise in any way whatsoever unless 

by statute such liability cannot be excluded.  Meadowlark may either resell any repossessed Goods 

and credit the Client’s account with the net proceeds of sale (after deduction of all repossession, 

storage, selling and other costs) or may retain any repossessed Goods and credit the Client’s 

account with the invoice value thereof less such sum as Meadowlark reasonably determines on 

account or wear and tear, depreciation, obsolescence, loss or profit and costs.

d. Where Goods are retained by Meadowlark pursuant to clause 9.c the Client waives the rights to 

receive notice under s.120 of the Personal Property Securities Act 1999 (‘PPSA’) and to object 

under s.121 of the PPSA.

e. The following shall constitute defaults by the Client:

i. Non payment of any sum by the due date.

ii. The Client intimates that it will not pay any sum by the due date.

iii. Any Goods are seized by any other creditor of the Client or any other creditor intimates that 

it intends to seize Goods.

iv. Any Goods in the possession of the Client are materially damaged while any sum due from 

the Client to Meadowlark remains unpaid.

v. The Client is bankrupted or put into liquidation or a receiver is appointed to any of the 

Client’s assets or a landlord distrains against any of the Clients assets.

vi. A Court judgment is entered against the Client and remains unsatisfied for seven (7) days.

vii. Any material adverse change in the financial position of the Client.

 

10. PAYMENT ALLOCATION

a. Meadowlark may in its discretion allocate any payment received from the Client towards any 

invoice that Meadowlark determines and may do so at the time of receipt or at any time afterwards 

and on default by the Client may reallocate any payments previously received and allocated in the 

absence of any payment allocation by Meadowlark, payment shall be deemed to be allocated in 

such manner as preserves the maximum value of Meadowlark’s purchase money security interest 

in the Goods.

 

11. DISPUTES AND RETURN OF GOODS

a. No claim relating to the Goods will be considered unless made in writing within fourteen (14) 

days of delivery.  No Goods will be accepted for return without prior approval in writing by 

Meadowlark.

 

12. LIABILITY

a. The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply 

warranties or conditions or impose obligations upon Meadowlark which cannot by law (or which 

can only to a limited extent by law) be excluded or modified, in respect of any such implied 

warranties, conditions or terms imposed on Meadowlark.  Meadowlark’s liability shall, where it is 

allowed, be excluded or if not able to be excluded only apply to the minimum extent required by 

the relevant statute.

b. Except as otherwise provided by clause 12.a Meadowlark shall not be liable for:

i. Any loss or damage of any kind whatsoever, arising from the supply of Goods by 

Meadowlark to the Client, including consequential loss whether suffered or incurred by the 

Client or another person and whether in contract or tort (including negligence) or otherwise 

and irrespective of whether such loss or damage arises directly or indirectly from Goods 

provided by Meadowlark to the Client; and

ii. The Client shall indemnify Meadowlark against all claims and loss of any kind whatsoever 

however caused or arising and without implying the generality of the foregoing of this 

clause whether caused or arising as a result of the negligence of Meadowlark or otherwise, 

brought by any person in connection with the matter, act, omission or error by Meadowlark 

its agents or employees in connection with the Goods.

 

13. WARRANTY

a. No representation, condition, warranty or premise expressed or implied by law or otherwise 

applies to the Client except where goods are supplied or services provided pursuant to the 

Consumer Guarantees Act 1993 or except where expressly stated in this contract.

b. Manufacturer’s warranties may apply to this contract.

 

14. COPYRIGHT AND INTELLECTUAL PROPERTY

a. Meadowlark owns and has copyright in all work, software, systems, solutions, drawings, designs, 

specifications, electronic date and documents produced by Meadowlark at conception with the 

Goods provided pursuant to this contract and the client may use the Goods only if paid for in fill 

and for the purpose for which they were intended and supplied by Meadowlark.

 

15. CONSUMER GUARANTEES ACT

a. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Client 

acquires Goods from Meadowlark for the purpose of a business in terms of section 2 and 4.3 of 

that Act.

 

16. MISCELLANEOUS

a. Meadowlark shall not be liable for delay or failure to perform its obligations if the cause of the 

delay or failure is beyond its control.

b. Failure by Meadowlark to enforce any of the terms and conditions contained in this contract shall 

not be deemed to be a waiver of any of the rights or obligations Meadowlark has under this 

contract.

c. If any provision of this contract shall be invalid, void or illegal or unenforceable the validity 

existence legality and enforceability of the remaining provisions shall not be affected, prejudiced 

or impaired.

d. The Law of New Zealand applies to this contract.

 

17. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES

a. If the Client is a company of trust the director(s) or trustee(s) signing this contract, in 

consideration for Meadowlark agreeing to supply Goods and grant credit to the Client at their 

request, also sign this contract in their personal capacity and jointly and severally personally 

undertake as principal debtors to Meadowlark the payment of any and all monies now or hereafter 

owed by the Client to Meadowlark and indemnify Meadowlark against non-payment by the Client 

in any way whatsoever from the liabilities and obligations contained in this contract.  The 

signatories and Client shall be jointly and severally liable under the terms and conditions of this 

contract and for payment of all sums due hereunder.

b. HOLD HARMLESS AND INDEMNIFY Meadowlark on demand, and as separate obligation, 

against any liability (including but not limited to damages, costs, losses and legal fees) uncured by 

or assessed against Meadowlark in connection with:

i. The supply of Goods or services to the Client; or

ii. The recovery of moneys owing to Meadowlark by the Client including the enforcement of 

this guarantee; or

iii. Moneys paid by Meadowlark with the Client’s consent in settlement of a dispute that arises 

or results from a dispute between Meadowlark, the Client and a third party or any 

combination thereof, over the supply of Goods or services by Meadowlark to the Client.

c. ACKNOWLEDGE this guarantee and indemnity shall constitute an unconditional and continuing 

guarantee and indemnity and accordingly hall be irrevocable and remain in full force and effect 

until the whole of moneys owing to Meadowlark by the Client and all obligations herein have 

been fully paid, satisfied and performed.

d. FURTHER ACKNOWLEDGE that no granting of credit, extension of further credit, or granting 

of time and no waiver, indulgence or neglect to sue on Meadowlark’s part (whether in respect of 

the Client or any one or more of another guarantor(s) or otherwise) and no failure by any named 

guarantor to properly execute this deed shall impair or limit the liability under this guarantee 

and indemnity of any guarantor.  Without affecting the Client’s obligations to Meadowlark, each 

guarantor shall be a principal debtor and liable to Meadowlark accordingly.

e. I/we further acknowledge that the above information is to be used by Meadowlark for all purposes 

in connection with Meadowlark considering this guarantee and the subsequent enforcement of the 

same.