MORRIS SHEETMETAL WORKS LIMITED

TERMS OF TRADE

Effective from 14 July 2026

1. Application and acceptance

1.1 In these Terms:

  • MSM means Morris Sheetmetal Works Limited.
  • Customer means the person or organisation purchasing goods or services from MSM.
  • Goods means all products, components and materials supplied or fabricated by MSM.
  • Services means all fabrication, engineering, repair, design, installation, delivery, site work and other services supplied by MSM.

1.2 These Terms apply to every supply of Goods or Services by MSM.

1.3 The relevant quotation, estimate, order, job sheet, email or other written description of the Goods or Services forms part of the contract. If there is any inconsistency, the specific terms stated in that document take priority over these Terms.

1.4 Any instruction to MSM to supply Goods or Services, including an instruction to “go ahead”, constitutes acceptance of these Terms. All orders remain subject to acceptance by MSM.

1.5 Any terms contained in a Customer’s purchase order or other document do not apply unless MSM expressly agrees to them in writing.

1.6 MSM may rely on instructions given by anyone who reasonably appears to have authority to act for the Customer.

2. Quotations, estimates and prices

2.1 A quotation or estimate is valid for 30 days from its date unless it states otherwise.

2.2 Unless expressly stated otherwise, all prices exclude GST.

2.3 A quotation or estimate is based on the scope and information available to MSM when it is prepared. MSM may alter the price where additional cost results from:

  • a change or addition requested by the Customer;
  • inaccurate, incomplete or changed information, measurements, drawings, plans or specifications supplied or approved by the Customer;
  • delay or additional work caused by the Customer or another person;
  • circumstances beyond MSM’s reasonable control; or
  • an obvious clerical, calculation or computer error.

2.4 The Customer is responsible for checking and approving all measurements, drawings, plans and specifications before production begins, unless MSM has expressly agreed in writing to verify them.

2.5 Where no fixed price has been agreed, the Customer must pay MSM’s current charges for the labour, materials, outside services, delivery and other costs required to supply the Goods or Services.

2.6 MSM may withdraw a quotation or estimate at any time before it is accepted.

3. Variations

3.1 A variation requested by the Customer is effective only when accepted by MSM.

3.2 MSM may require a variation where it identifies something that affects the scope, price, manufacture, delivery or performance of the Goods or Services.

3.3 MSM may give the Customer a written notice describing the proposed variation and, where reasonably practicable, its effect on the price and completion date.

3.4 The Customer must respond to a variation notice as soon as possible and within 10 working days. MSM may suspend or delay the affected work while awaiting the Customer’s response.

3.5 Where a variation notice clearly states that failure to respond will be treated as acceptance, MSM may treat the variation as accepted if the Customer does not respond within 10 working days.

3.6 If the Customer rejects a required variation, MSM may cancel the affected or remaining work. The Customer must pay for all Goods and Services already supplied and any materials, commitments and unrecoverable costs incurred by MSM.

4. Access and health and safety

4.1 Where MSM is to deliver Goods or perform Services at the Customer’s premises, the Customer must provide MSM’s representatives with suitable access during normal business hours and any assistance reasonably required to deliver the Goods or perform the Services.

4.2 The Customer warrants that it has authority to give MSM access to the premises.

4.3 The Customer must notify MSM of any known hazards arising from the premises and must ensure, so far as reasonably practicable, that the workplace is without risks to the health and safety of MSM’s representatives.

4.4 Each party must comply with its obligations under the Health and Safety at Work Act 2015 and must consult, cooperate and coordinate with any other persons who have health and safety duties relating to the work.

4.5 Where the Customer delays MSM, fails to provide access or information, or otherwise prevents MSM from performing the work, MSM may:

  • delay or suspend the work;
  • revise the expected completion date;
  • charge reasonable additional costs caused by the delay; and
  • invoice the Customer for work performed and costs incurred up to that time.

5. Delivery and risk

5.1 MSM will use reasonable efforts to meet any stated completion or delivery date. Unless expressly agreed otherwise in writing, all dates are estimates only.

5.2 Delivery is complete when the Goods are:

  • given to the Customer or its representative;
  • handed to a carrier for delivery;
  • delivered or installed at the agreed site; or
  • left at the delivery location nominated by the Customer.

5.3 If the Customer asks MSM to leave Goods at an unattended location, the Goods are left at the Customer’s risk.

5.4 Risk of loss or damage passes to the Customer on delivery.

5.5 If the Customer delays, fails or refuses to accept delivery or collect Goods when they are ready:

  • the Goods may be treated as delivered;
  • MSM may invoice the Customer;
  • MSM may store or move the Goods at the Customer’s risk; and
  • the Customer must pay MSM’s reasonable storage, handling and additional delivery costs.

5.6 MSM may deliver an order in instalments and invoice each instalment separately.

6. Payment

6.1 MSM may require payment in advance, a deposit or progress payments before beginning or continuing work.

6.2 For an approved account Customer, payment is due on or before the 20th day of the month following the invoice date, unless otherwise agreed in writing.

6.3 For a Customer without an approved account, payment is due in full on completion of the work. MSM may withhold delivery or release of the Goods until payment has been received.

6.4 Payment must be made using a payment method accepted by MSM.

6.5 The Customer must pay each invoice in full without deduction, withholding, set-off or counterclaim, except for an amount genuinely disputed in accordance with clause 6.6.

6.6 Any dispute concerning the amount or contents of an invoice must be notified to MSM in writing within seven days of the invoice date. The Customer must pay any undisputed amount by the due date. This clause does not prevent a claim concerning a defect that could not reasonably have been identified within that period.

7. Overdue accounts and credit

7.1 If an undisputed amount is not paid by its due date, MSM may charge interest at 2.5% per month, calculated daily from the due date and charged monthly until payment is received.

7.2 The Customer must reimburse MSM for all reasonable costs and expenses MSM incurs recovering an amount owing or exercising its rights to recover Goods, including:

  • debt-collection agency fees or commission;
  • tracing and service costs;
  • court filing fees; and
  • full legal expenses.

7.3 If an amount is overdue, or MSM reasonably considers that the Customer may be unable to meet its payment obligations, MSM may:

  • suspend or cancel the supply of Goods or Services;
  • withhold delivery;
  • withdraw or reduce any credit facility;
  • require payment in advance or additional security; and
  • require immediate payment for Goods and Services already supplied or committed.

7.4 All amounts owing to MSM become immediately due if the Customer:

  • becomes insolvent;
  • enters liquidation, receivership or administration;
  • makes an arrangement with its creditors;
  • ceases or threatens to cease trading; or
  • has a substantial change in ownership that materially affects its creditworthiness.

7.5 MSM is not liable for delay caused by reasonably exercising its rights under this clause.

8. Cancellation

8.1 Because much of MSM’s work is made to order, an accepted order may not be cancelled once MSM has begun production or committed materials unless MSM agrees in writing.

8.2 If MSM accepts a cancellation, the Customer must pay for:

  • all work completed;
  • all materials purchased or committed;
  • all outside services ordered or performed; and
  • all other reasonable costs incurred up to the date of cancellation.

8.3 Any deposit or advance payment may be applied against those amounts. Deposits and advance payments are non-refundable once production has begun, except to the extent that they exceed the amount properly payable to MSM.

9. Ownership and PPSA security

9.1 Ownership of all Goods supplied by MSM remains with MSM until the Customer has paid all amounts owing to MSM in full.

9.2 Until ownership passes, the Customer must:

  • hold the Goods as bailee for MSM;
  • take reasonable care of the Goods;
  • keep the Goods identifiable as MSM’s property where reasonably practicable; and
  • provide MSM with information reasonably requested about the Goods.

9.3 The Customer may sell or use the Goods in the ordinary course of its business. If it does so before paying MSM, it holds the identifiable proceeds for MSM to the extent of the amount owing.

9.4 These Terms constitute a security agreement for the purposes of the Personal Property Securities Act 1999.

9.5 The Customer grants MSM a security interest in:

  • all Goods supplied by MSM to the Customer, including Goods supplied in the future; and
  • all proceeds of those Goods,

to secure payment of all amounts owing to MSM.

9.6 The Customer authorises MSM to register and maintain a financing statement on the Personal Property Securities Register and must promptly sign any document or provide any information reasonably required for that purpose.

9.7 The Customer must give MSM at least 14 days’ prior written notice of any proposed change to its name, address, trading name or other details that may affect a PPSR registration.

9.8 To the extent permitted by law, the Customer waives its right to receive a verification statement relating to MSM’s security interest.

9.9 If an amount is overdue or the Customer suffers an insolvency event, the Customer must, on request:

  • return any identifiable Goods owned by MSM; or
  • permit MSM, at reasonable times and where lawful, to enter premises occupied or controlled by the Customer to inspect and recover those Goods.

10. Inspection, defects and returns

10.1 The Customer must inspect the Goods and Services promptly after delivery or completion and notify MSM as soon as possible of any alleged:

  • defect or damage;
  • incorrect quantity;
  • incorrect Goods; or
  • failure to comply with the agreed specifications.

10.2 The Customer must give MSM a reasonable opportunity to inspect the Goods or work and, where appropriate, repair or replace them before arranging remedial work through another person.

10.3 The Customer must not destroy, remove or materially alter Goods that are the subject of a claim until MSM has inspected them or waived its right to inspect them.

10.4 Made-to-order Goods cannot be returned because the Customer has changed its mind.

10.5 Minor deviations in measurement, colour, weight, size or appearance that are within normal trade tolerances are not defects.

10.6 MSM is not responsible for defects, damage or failure caused by:

  • inaccurate or incomplete information supplied or approved by the Customer;
  • incorrect installation by the Customer or another person;
  • alteration, modification or repair by another person;
  • misuse, neglect or inadequate maintenance;
  • ordinary wear and tear; or
  • use outside the purpose or conditions disclosed to MSM.

10.7 Where MSM accepts responsibility for a defect, MSM may choose to:

  • repair the Goods or repeat the Services;
  • replace the Goods;
  • credit the relevant amount; or
  • pay the reasonable cost of repair, replacement or resupply.

11. Designs and intellectual property

11.1 Unless otherwise agreed in writing, MSM owns the copyright and other intellectual-property rights in all drawings, designs, methods and documents created by MSM.

11.2 The Customer warrants that MSM’s use of any drawing, design, specification or instruction supplied by the Customer will not infringe another person’s rights.

11.3 The Customer must reimburse MSM for any reasonable loss, liability or cost MSM incurs because it followed Customer-supplied material that infringed another person’s intellectual-property rights.

12. Consumer transactions and liability

12.1 Nothing in these Terms limits any right or remedy that cannot lawfully be excluded or limited.

12.2 Where the Customer acquires Goods or Services for personal, domestic or household use, the Consumer Guarantees Act 1993 and other mandatory consumer protections apply.

12.3 Where:

  • the Customer acquires the Goods or Services in trade;
  • both parties are in trade;
  • the agreement is in writing; and
  • it is fair and reasonable for the parties to do so,

the parties agree that the Consumer Guarantees Act 1993 does not apply to the maximum extent permitted by law.

12.4 Subject to clauses 12.1 and 12.2, MSM’s liability for any claim is limited, at MSM’s option, to:

  • repairing or replacing the affected Goods;
  • supplying the affected Services again;
  • paying the reasonable cost of repair, replacement or resupply; or
  • refunding or crediting the price of the affected Goods or Services.

12.5 MSM’s total liability arising from an order will not exceed the price paid or payable for the Goods or Services giving rise to the claim.

12.6 MSM is not liable for any indirect, special or consequential loss, including loss of profit, revenue, production, business or opportunity.

13. Privacy and credit information

13.1 MSM may collect, use and disclose information about the Customer and its representatives where reasonably required to:

  • supply Goods and Services;
  • administer or assess a credit account;
  • obtain credit reports or references;
  • register or maintain a security interest;
  • recover an overdue account; or
  • comply with the law.

13.2 MSM may provide relevant information, including payment-default information, to credit-reporting agencies, debt collectors, insurers and professional advisers.

13.3 Personal information will be handled in accordance with the Privacy Act 2020. An individual may request access to and correction of personal information held by MSM.

14. General

14.1 MSM may amend these Terms by giving notice to the Customer or publishing updated Terms. Updated Terms apply only to orders placed after the Customer has been notified of them or they have been published.

14.2 A reference to something being in writing includes email.

14.3 A failure or delay in exercising a right does not waive that right.

14.4 If any provision is invalid or unenforceable, the remaining provisions continue to apply.

14.5 These Terms are governed by New Zealand law.