TERMS OF TRADE – MARSDEN COVE MARINE LTD

1. Definitions

1.1 "MCM" refers to Marsden Cove Marine Ltd, its successors, and assigns.

1.2 "Client" means any person or entity requesting goods or services from MCM.

1.3 "Goods" includes all parts, materials, or items supplied by MCM, including any goods incorporated within services.

1.4 "Services" refers to all work, advice, or recommendations provided by MCM.

1.5 "Price" means the cost of goods and services as agreed between MCM and the Client.

2. Acceptance

2.1 By requesting goods or services from MCM, the Client agrees to these terms.

2.2 Any modifications to these terms require MCM’s written consent.

2.3 MCM reserves the right to amend these terms, with updates effective upon Client notification.

2.4 The Client must provide MCM with 7 days’ written notice of any changes to contact details, business details, or ownership.

3. Goods and Services Provided

3.1 Goods and services provided are as described in MCM’s invoices, quotations, or work authorisation forms.

4. Price and Payment

4.1 Pricing Terms

(a) The Price shall be as specified in MCM’s invoice or quotation.
(b) If no specific agreement exists, the Price shall follow MCM’s current price list at the time of delivery.

4.2 Variations to Scope of Work

Any changes to the agreed specifications or scope will incur additional charges, itemised as “extras” on the invoice. Payment for these extras is due upon completion.

4.3 Payment Due Date

Payment terms are stated on the invoice or quotation. If none are specified, payment is due upon delivery or completion of services.

4.4 Payment Methods

MCM accepts payment by bank transfer, cash, or other methods as agreed upon with the Client.

4.5 GST and Additional Charges

All prices are exclusive of GST and additional duties, unless otherwise specified. The Client is responsible for GST, taxes, and other applicable charges.

5. Delivery

5.1 Completion of Delivery

Delivery is deemed complete upon notification to the Client that goods or services are ready or upon the Client’s receipt of goods.

5.2 Responsibility for Delivery Costs

The Client is responsible for carriage, insurance, and any associated delivery costs.

5.3 Separate Contract for Partial Deliveries

Each delivery installment is considered a separate contract, requiring timely payment.

6. Risk and Insurance

6.1 Transfer of Risk

Risk transfers to the Client upon delivery, regardless of payment status.

6.2 Insurance During Storage

The Client is responsible for insuring their vessel and any stored goods against loss, theft, or damage. MCM is not liable for these risks during storage at MCM’s facility.

6.3 Environmental Risk Indemnity

The Client indemnifies MCM for any liability or costs resulting from environmental damage, including fuel or oil spills, caused by the Client’s vessel while in MCM’s care. The Client bears all cleanup or compliance costs.

7. Return to Water

7.1 If MCM has completed work on raw water systems, exhaust systems, or through-hull fittings, the Client must notify MCM before launching the vessel. MCM must be present to verify the integrity of these systems.

7.2 If the Client launches the vessel without MCM’s presence, the Client assumes full responsibility for leak checks, system integrity, and all risks related to vessel safety post-launch. Failure to follow this procedure may void the warranty on affected systems.

8. Warranty

8.1 Workmanship Warranty

MCM provides a 6-month warranty on workmanship, provided issues are reported within 7 days of discovery. For warranty service, the vessel must be returned to the original location (MCM’s yard or Marsden Cove Marina) where the work was performed.

8.2 Warranty Exclusions

This warranty excludes defects caused by:
- (a) Improper maintenance by the Client;
- (b) Failure to follow MCM or manufacturer instructions;
- (c) Use outside intended applications;
- (d) Continued use after a defect becomes apparent;
- (e) Fair wear and tear, accidental damage, or force majeure events.

8.3 Void Warranty for Third-Party Modifications

The warranty becomes void if any third party repairs, alters, or services areas worked on by MCM without MCM’s consent.

8.4 Manufacturer’s Warranty

For third-party goods, MCM’s liability is limited to the manufacturer’s warranty terms only.

9. Claims for Defective Goods or Services

9.1 Inspection and Claims

The Client must inspect goods upon delivery and report any defects within 7 days. Failure to do so will be considered acceptance of goods as delivered.

9.2 Indemnity for Client-Provided Plans or Parts

If the Client supplies parts or specifications, the Client indemnifies MCM against any liability arising from defects, unsuitability, or failures due to those items.

10. Default and Consequences

10.1 Interest on Overdue Payments

MCM may charge 2% monthly interest on overdue invoices.

10.2 Debt Collection Costs

The Client is responsible for any collection or legal costs incurred by MCM for unpaid invoices.

10.3 Administrative Fees

Accounts unpaid after two months may incur a fee of $20 or 10% of the overdue amount, whichever is greater.

10.4 Lien for Unpaid Goods or Services

MCM retains a lien on the Client’s vessel and related goods for unpaid balances and reserves the right to repossess and dispose of items to recover debts as permitted by law.

11. Ownership and Title

11.1 Retention of Title

Goods remain MCM’s property until full payment is received. The Client must store them separately and keep them identifiable as MCM’s property.

11.2 Repossession

MCM may reclaim goods if payment is overdue. The Client will not hold MCM liable for any resulting damages or losses from repossession.

12. Personal Property Securities Act (PPSA)

12.1 Security Agreement

These terms constitute a security agreement under the PPSA, giving MCM a security interest in all goods until full payment is made.

12.2 Waiver of Verification Statement

The Client waives any right to receive a verification statement under the PPSA.

13. Intellectual Property

13.1 Ownership of Designs

All designs and drawings created by MCM remain MCM’s intellectual property.

13.2 Client-Provided Designs

If the Client provides designs, they warrant these do not infringe third-party rights and indemnify MCM against related claims.

14. Cancellation

14.1 Cancellation by MCM

MCM may cancel orders before delivery and refund any deposits, without liability for further claims.

14.2 Client-Initiated Cancellations

If the Client cancels, they are responsible for costs incurred up to cancellation.

15. Privacy Act Compliance

15.1 Client Consent

The Client consents to MCM collecting and using their information for credit assessment and service marketing.

16. Consumer Guarantees Act 1993

16.1 Business Use Exclusion

Where the Client acquires goods or services for business use, the Consumer Guarantees Act does not apply.

17. Indemnity

17.1 Indemnification of MCM

The Client indemnifies MCM against any liability, damage, or loss resulting from MCM’s goods or services, whether due to MCM’s negligence or otherwise.

18. Limitation of Liability

18.1 Cap on Liability

MCM’s liability is limited to the Price of goods or services provided. MCM is not liable for any indirect, consequential, or incidental damages.

19. Dispute Resolution

19.1 Governing Law

These terms are governed by New Zealand law, with disputes resolved initially by mediation and, if necessary, by arbitration in Auckland per the New Zealand Arbitration Act 1996.

20. Force Majeure

20.1 Relief from Obligations

MCM shall not be liable for failure to perform due to causes beyond control, such as natural disasters or governmental actions.