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Terms & Conditions

ADHESIVE TECHNOLOGIES NZ LIMITED

COMMERCIAL TERMS AND CONDITIONS OF SALE, SUPPLY AND MANUFACTURE

Version: 1.0

Effective Date: 1 July 2026

 

TABLE OF CONTENTS

PART 1 – PRELIMINARY

  1. Definitions
  2. Interpretation
  3. Application
  4. Entire Agreement
  5. Acceptance

PART 2 – COMMERCIAL TERMS

  1. Quotations
  2. Orders
  3. Specifications
  4. Customer Forecasts
  5. Minimum Orders
  6. Pricing
  7. Taxes
  8. Payment
  9. Credit
  10. Security
  11. Default Interest
  12. Collection Costs

PART 3 – DELIVERY

  1. Delivery
  2. Partial Delivery
  3. Freight
  4. Export
  5. Incoterms®
  6. Risk
  7. Retention of Title
  8. PPSA

PART 4 – MANUFACTURING

  1. Manufacturing Services
  2. Toll Manufacturing
  3. Customer Materials
  4. Manufacturing Tolerances
  5. Quality Control
  6. Certificate of Analysis
  7. Batch Samples
  8. Packaging
  9. Labelling
  10. Shelf Life
  11. Storage

PART 5 – PRODUCT PERFORMANCE

  1. Technical Advice
  2. Product Suitability
  3. Customer Testing
  4. Chemical Compatibility
  5. Environmental Conditions
  6. Published Technical Data
  7. Batch Variations
  8. Colour Variations
  9. Product Changes

PART 6 – HAZARDOUS SUBSTANCES

  1. Hazardous Products
  2. Safety Data Sheets
  3. Dangerous Goods
  4. Storage
  5. Disposal
  6. Product Stewardship
  7. Environmental Compliance

PART 7 – WARRANTIES AND LIABILITY

  1. Warranties
  2. Consumer Guarantees Act
  3. Fair Trading Act
  4. Limitation of Liability
  5. Indemnities
  6. Product Recall
  7. Insurance

PART 8 – INTELLECTUAL PROPERTY

  1. Intellectual Property
  2. Confidential Information
  3. Customer Intellectual Property
  4. Reverse Engineering

PART 9 – GENERAL

  1. Privacy
  2. Cybersecurity
  3. Force Majeure
  4. Export Controls
  5. Anti-Bribery
  6. Assignment
  7. Notices
  8. Electronic Communications
  9. Waiver
  10. Severability
  11. Dispute Resolution
  12. Governing Law
  13. Survival

PART 1

  1. DEFINITIONS

Unless the context otherwise requires, the following definitions apply throughout these Terms.

Affiliate

Means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

Business Day

Means any day other than a Saturday, Sunday or public holiday observed in Auckland, New Zealand.

Certificate of Analysis (CoA)

Means the Company’s quality control certificate confirming that a production batch has been tested against applicable specifications.

Company

Means Adhesive Technologies NZ Limited (NZBN [Insert]), together with its successors, permitted assigns, employees, contractors and authorised agents.

Where applicable, references to the Company include its trading divisions, including Everything Composites, unless expressly stated otherwise.

Contract

Means the agreement formed between the Company and the Customer incorporating:

  • these Terms;
  • the Company’s quotation (if any);
  • any accepted purchase order;
  • any written special conditions agreed by the Company.

Where inconsistency exists, the order of precedence shall be:

  1. Written Special Conditions
  2. Quotation
  3. These Terms
  4. Customer Purchase Order

except where expressly agreed otherwise in writing.

Customer

Means the person or legal entity purchasing Goods or Services from the Company and includes:

  • successors;
  • administrators;
  • liquidators;
  • receivers;
  • permitted assigns;
  • employees;
  • contractors;
  • authorised representatives.

Delivery

Means the point at which possession of the Goods passes in accordance with Clause 23.

Force Majeure Event

Means an event beyond the reasonable control of the Company, including but not limited to:

  • natural disasters;
  • earthquakes;
  • storms;
  • flooding;
  • fire;
  • explosions;
  • pandemic;
  • epidemic;
  • acts of terrorism;
  • war;
  • civil unrest;
  • labour disputes;
  • strikes;
  • lockouts;
  • shortages of raw materials;
  • supplier failure;
  • shipping disruption;
  • freight shortages;
  • government restrictions;
  • cyberattack;
  • utility failure;
  • machinery breakdown;
  • interruption to manufacturing.

Goods

Means every product supplied by the Company including, without limitation:

  • epoxy systems;
  • vinyl ester resins;
  • polyester resins;
  • polyurethane products;
  • methacrylate adhesives (MMA);
  • acrylic systems;
  • hardeners;
  • curing agents;
  • catalysts;
  • fillers;
  • pigments;
  • reinforcement fabrics;
  • carbon fibre;
  • fibreglass;
  • aramid;
  • core materials;
  • adhesives;
  • sealants;
  • coatings;
  • release agents;
  • mould maintenance products;
  • PPE;
  • consumables;
  • custom formulations;
  • manufactured products;
  • imported products;
  • any associated packaging or accessories.

Hazardous Product

Means any product classified as hazardous under applicable New Zealand legislation or transport regulations, including Dangerous Goods.

Intellectual Property

Includes all:

  • patents;
  • patent applications;
  • trademarks;
  • service marks;
  • copyright;
  • confidential information;
  • formulations;
  • recipes;
  • manufacturing methods;
  • product specifications;
  • drawings;
  • software;
  • databases;
  • websites;
  • technical data;
  • SDSs;
  • TDSs;
  • logos;
  • product names;
  • know-how;
  • trade secrets;
  • improvements.

PPSA

Means the Personal Property Securities Act 1999.

Services

Includes:

  • toll manufacturing;
  • contract manufacturing;
  • product formulation;
  • blending;
  • filling;
  • packaging;
  • labelling;
  • technical advice;
  • product testing;
  • warehousing;
  • research and development;
  • consulting;
  • quality assurance;
  • any associated services supplied by the Company.

Specifications

Means any written specification issued or approved by the Company relating to Goods or Services.

Terms

Means these Commercial Terms and Conditions of Sale, Supply and Manufacture, as amended from time to time in accordance with Clause 72.

  1. INTERPRETATION

In these Terms:

  1. headings are for convenience only and do not affect interpretation;
  2. words importing the singular include the plural and vice versa;
  3. references to legislation include all amendments, consolidations, substitutions and re-enactments;
  4. a reference to a person includes an individual, company, trust, partnership, joint venture, statutory body, incorporated society or other legal entity;
  5. the words including, includes and such as are to be read without limitation;
  6. where an obligation is imposed on more than one person, the obligation binds them jointly and severally;
  7. references to “written” or “in writing” include electronic communications accepted under Clause 71.
  8. APPLICATION OF THESE TERMS

3.1 Scope

These Terms apply to every quotation, order, Contract, sale, manufacture, supply and provision of Goods or Services by the Company unless expressly varied by a written agreement signed by a Director of the Company.

3.2 Exclusive Terms

These Terms are the exclusive terms upon which the Company supplies Goods and Services.

Any terms or conditions submitted by the Customer, including those contained within:

  • purchase orders;
  • procurement portals;
  • supplier registration systems;
  • credit applications;
  • standard purchasing conditions;
  • electronic ordering systems; or
  • other commercial documents,

shall have no effect unless expressly accepted in writing by the Company.

3.3 Customer Acceptance

The Customer is deemed to have accepted these Terms upon the earliest of:

  1. placing an order;
  2. accepting a quotation;
  3. requesting manufacture;
  4. accepting Delivery;
  5. making payment;
  6. opening a trade account; or
  7. otherwise dealing with the Company.

3.4 Amendments

The Company may amend these Terms from time to time.

Amended Terms shall apply to all Contracts entered into after the amended Terms are published on the Company’s website or otherwise notified to Customers.

3.5 Continuing Supply

Each order placed by the Customer constitutes a separate Contract incorporating these Terms.

  1. ENTIRE AGREEMENT

4.1 Entire Agreement

These Terms, together with any written quotation and any written special conditions agreed by the Company, constitute the entire agreement between the parties concerning the Goods and Services.

4.2 Previous Representations

The Customer acknowledges that it has not relied upon:

  • advertising;
  • catalogues;
  • brochures;
  • website content;
  • technical advice;
  • verbal statements;
  • representations made by employees or agents,

except where expressly incorporated into the Contract.

4.3 No Oral Variation

No oral statement shall vary these Terms.

Any variation must:

  • be in writing; and
  • be signed by an authorised representative of the Company.

4.4 Survival

Any provision intended by its nature to survive termination shall remain in force after completion or termination of the Contract.

  1. ACCEPTANCE OF ORDERS

5.1 Invitation to Treat

All quotations and price lists issued by the Company constitute invitations to treat only and do not create a binding obligation on the Company.

5.2 Formation of Contract

A Contract is formed only when the Company:

  • issues written acceptance of an order;
  • dispatches the Goods;
  • commences manufacture;
  • commences provision of Services,

whichever occurs first.

5.3 Right to Decline

The Company reserves the right to refuse any order at its sole discretion without liability.

Reasons may include (without limitation):

  • insufficient stock;
  • production capacity;
  • credit concerns;
  • regulatory compliance;
  • export restrictions;
  • pricing errors;
  • customer default.

5.4 Cancellation by Customer

Orders may not be cancelled without the Company’s prior written consent.

Where cancellation is accepted, the Customer shall reimburse the Company for all reasonable costs incurred up to the date of cancellation, including:

  • labour;
  • purchased raw materials;
  • production costs;
  • packaging;
  • freight;
  • administration;
  • disposal costs;
  • supplier cancellation charges.

5.5 Custom Manufactured Goods

Orders for:

  • custom formulations;
  • toll manufactured products;
  • customer-labelled products;
  • non-stock items;
  • specially imported Goods;

cannot be cancelled once production or procurement has commenced unless otherwise agreed in writing.

PART 2 – COMMERCIAL TERMS

  1. QUOTATIONS

6.1 Validity

Unless otherwise stated in writing, quotations remain valid for thirty (30) days from the date of issue.

6.2 Assumptions

Quotations are prepared based upon information available at the time of issue, including:

  • supplier pricing;
  • exchange rates;
  • freight costs;
  • raw material availability;
  • government duties;
  • taxes.

6.3 Price Changes

The Company reserves the right to revise quoted prices before acceptance where:

  • raw material costs materially increase;
  • supplier pricing changes;
  • exchange rate movements exceed 5%;
  • freight costs materially increase;
  • government taxes or duties change;
  • specifications are altered;
  • the Customer delays acceptance beyond the quotation validity period.

6.4 Pricing Errors

The Company may correct any genuine clerical, typographical, mathematical or pricing error at any time before acceptance of an order.

6.5 Technical Information

Specifications, drawings, product data, illustrations and technical information accompanying a quotation are provided for general guidance only unless expressly stated to be contractual.

  1. ORDERS

7.1 Customer Responsibility

The Customer is responsible for ensuring that all orders are:

  • complete;
  • accurate;
  • suitable for the intended application.

7.2 Order Amendments

Any request to amend an accepted order shall only take effect if agreed in writing by the Company.

The Company may charge the Customer for any reasonable costs resulting from the requested amendment.

7.3 Partial Supply

The Company may supply orders in instalments unless expressly agreed otherwise.

Each instalment constitutes a separate Contract.

7.4 Order Quantities

Manufacturing orders are subject to normal commercial production tolerances.

Unless otherwise agreed in writing, the Company may deliver up to ±5% of the ordered quantity, and the Customer shall accept and pay for the actual quantity supplied.

7.5 Forecasts

Any forecast, estimate or projection of future purchasing volumes supplied by the Customer is for planning purposes only and does not create any obligation on either party unless expressly agreed in writing.

7.6 Minimum Orders

The Company may specify minimum order quantities or minimum invoice values from time to time.

Orders below the applicable minimum may incur a handling charge or be declined.

  1. SPECIFICATIONS

8.1 Company Specifications

Unless otherwise agreed, Goods will be manufactured to the Company’s current specifications.

8.2 Customer Specifications

Where Goods are manufactured to Customer specifications, the Customer warrants that:

  • the specifications are complete and accurate;
  • they do not infringe any third-party intellectual property rights;
  • the Goods manufactured in accordance with those specifications may lawfully be supplied and used.

8.3 Approval of Artwork and Labels

Where the Customer provides artwork, labels or packaging designs, the Customer is solely responsible for reviewing and approving final proofs.

The Company shall not be liable for errors that were apparent on proofs approved by the Customer.

8.4 Changes to Specifications

The Company reserves the right to make reasonable changes to manufacturing methods, raw materials or specifications where such changes:

  • improve quality;
  • improve safety;
  • address regulatory requirements;
  • address supply chain constraints; or
  • do not materially reduce the intended performance of the Goods.
  1. PRICING

9.1 Price Basis

Unless expressly stated otherwise in writing, all prices are:

  1. quoted in New Zealand Dollars (NZD);
  2. exclusive of Goods and Services Tax (GST);
  3. exclusive of freight, insurance, packaging, customs duties, import or export charges, Dangerous Goods surcharges and other applicable taxes or levies.

9.2 Price Lists

The Company may amend its price lists at any time without prior notice.

Price list amendments do not affect accepted orders unless expressly permitted under these Terms.

9.3 Price Adjustments

The Company may adjust prices before Delivery where any of the following materially affects the cost of supply:

  • increases in raw material costs;
  • supplier price increases;
  • exchange rate fluctuations exceeding five percent (5%);
  • freight or shipping cost increases;
  • fuel surcharges;
  • customs duties;
  • regulatory changes;
  • taxes or government charges;
  • changes requested by the Customer.

9.4 Quotation Variations

Where a quotation is based upon estimated quantities or specifications, the Company reserves the right to revise pricing if actual requirements differ materially.

9.5 Packaging

Unless otherwise stated, packaging suitable for normal transport is included.

Special packaging, export packaging, pallets, returnable containers or customer-specific packaging shall be charged separately.

  1. TAXES, DUTIES AND GOVERNMENT CHARGES

10.1 GST

GST shall be payable in addition to all prices where applicable.

10.2 Other Charges

The Customer shall pay all:

  • customs duties;
  • import charges;
  • export charges;
  • environmental levies;
  • product stewardship levies;
  • recycling charges;
  • government fees;

applicable to the Goods unless expressly agreed otherwise.

10.3 Withholding Taxes

If any law requires withholding from payments due to the Company, the Customer shall increase the payment so the Company receives the full amount it would have received had no withholding applied, unless prohibited by law.

  1. PAYMENT

11.1 Standard Terms

Unless otherwise agreed in writing:

  • cash sales are payable in full prior to dispatch;
  • approved trade accounts are payable on the 20th day of the month following the invoice date.

11.2 Time of Payment

Time for payment is of the essence.

11.3 Method of Payment

Payment shall be made by one of the methods approved by the Company, including:

  • electronic funds transfer;
  • direct credit;
  • approved credit card;
  • other methods approved by the Company.

11.4 No Set-Off

The Customer shall not:

  • deduct;
  • withhold;
  • offset;
  • counterclaim; or
  • reduce

any payment due to the Company unless required by law or agreed in writing.

11.5 Allocation of Payments

The Company may allocate payments received against any outstanding invoice or debt at its discretion.

  1. CREDIT FACILITIES

12.1 Credit Approval

Credit facilities are granted entirely at the Company’s discretion.

12.2 Review

The Company may review or amend any credit facility at any time.

12.3 Security

The Company may require:

  • directors’ guarantees;
  • bank guarantees;
  • deposits;
  • PPSA security;
  • advance payments;
  • other security reasonably required.

12.4 Financial Information

Upon request, the Customer shall provide current financial information reasonably required by the Company to assess ongoing creditworthiness.

12.5 Suspension

The Company may suspend credit immediately where it reasonably believes:

  • payment may not be made when due;
  • the Customer’s financial position has materially deteriorated;
  • the Customer has exceeded its credit limit;
  • there has been a material adverse change in the Customer’s business.
  1. OVERDUE ACCOUNTS

13.1 Default Interest

Without prejudice to any other rights, overdue amounts may incur interest at the rate of 2.0% per month, calculated daily and compounded monthly, or the maximum rate permitted by law, whichever is lower.

13.2 Administrative Charges

The Company may charge reasonable administration fees in relation to overdue accounts.

13.3 Suspension of Supply

The Company may suspend manufacture, delivery or further supply until all overdue amounts have been paid.

13.4 Acceleration

Upon default, all monies owing by the Customer become immediately due and payable.

  1. DEBT RECOVERY

14.1 Recovery Costs

The Customer shall indemnify the Company for all reasonable costs incurred in recovering overdue amounts, including:

  • legal costs on a solicitor-client basis where recoverable by law;
  • debt collection agency fees;
  • tracing fees;
  • court filing fees;
  • enforcement costs;
  • receiver costs;
  • process server fees.

14.2 Enforcement

The Company may commence legal proceedings at any time without prior notice where payment remains outstanding.

  1. SECURITY

15.1 Continuing Security

Any security held by the Company secures:

  • the current Contract;
  • all future Contracts;
  • all present and future indebtedness.

15.2 Additional Security

The Company may require additional security where it reasonably believes existing security has become inadequate.

15.3 Preservation of Rights

Acceptance of partial payment shall not prejudice the Company’s right to recover the balance owing.

  1. PERSONAL PROPERTY SECURITIES ACT 1999 (PPSA)

16.1 Security Interest

The Customer grants the Company a continuing security interest in all Goods supplied and their proceeds to secure payment of all amounts owing.

16.2 Registration

The Company may register one or more financing statements under the PPSA.

The Customer shall promptly execute all documents and do all things reasonably required to:

  • register;
  • perfect;
  • maintain; and
  • enforce

the Company’s security interest.

16.3 Waiver

To the extent permitted by the PPSA, the Customer waives the right to receive:

  • a copy of any financing statement;
  • a verification statement under section 148;
  • notices under sections 114, 116, 120, 121, 125, 129, 131 and 133 of the PPSA, where such rights may lawfully be waived.

16.4 Proceeds

The Company’s security interest extends to all proceeds derived from the sale or disposal of the Goods.

16.5 Priority

The Customer shall not grant any competing security interest that would adversely affect the priority of the Company’s security interest.

  1. CUSTOMER SOLVENCY

The Customer warrants that, at the time of each order:

  • it is solvent;
  • it is able to pay its debts as they fall due;
  • no application has been made for liquidation, receivership, administration or bankruptcy;
  • it has not entered into any arrangement with creditors likely to affect its ability to perform its obligations under these Terms.

The Customer shall immediately notify the Company of any material adverse change to its financial position.

PART 3 – DELIVERY, FREIGHT, RISK AND TITLE

  1. DELIVERY

18.1 Delivery Dates

Any delivery date or manufacturing completion date provided by the Company is an estimate only.

Unless expressly agreed in writing, time is not of the essence.

18.2 No Liability for Delay

The Company shall not be liable for any loss, damage, cost or expense arising from delayed delivery, regardless of the cause, including delays arising from:

  • raw material shortages;
  • supplier delays;
  • freight delays;
  • customs clearance;
  • port congestion;
  • labour shortages;
  • manufacturing interruptions;
  • Force Majeure Events.

18.3 Customer Delay

Where the Customer requests that Delivery be delayed, or otherwise fails to accept Delivery when due:

  1. the Goods shall be deemed delivered on the date they are first made available;
  2. risk shall immediately pass to the Customer;
  3. storage and insurance charges may be charged by the Company.

18.4 Collection

Where Goods are supplied on an “ex works” or collection basis, Delivery occurs when the Company notifies the Customer that the Goods are available for collection.

  1. PARTIAL DELIVERIES

19.1 Right to Deliver in Instalments

The Company may deliver Goods in one or more instalments.

19.2 Separate Contracts

Each instalment constitutes a separate Contract.

19.3 Non-Delivery of Instalment

Failure to deliver one instalment shall not entitle the Customer to reject any other instalment.

19.4 Payment

The Customer shall pay for each instalment in accordance with these Terms.

  1. FREIGHT

20.1 Freight Charges

Unless otherwise agreed in writing:

  • freight charges;
  • Dangerous Goods surcharges;
  • fuel surcharges;
  • rural delivery charges;
  • tail-lift charges;
  • urgent freight;
  • redelivery charges;
  • demurrage;

shall be payable by the Customer.

20.2 Carrier Selection

The Company may select the carrier unless the Customer specifies otherwise.

20.3 Freight Estimates

Quoted freight charges are estimates only.

Actual freight costs incurred may be charged where they differ materially from estimates.

20.4 Delivery Access

The Customer must ensure safe and suitable access for delivery vehicles.

Additional costs resulting from restricted access, waiting time or failed deliveries shall be payable by the Customer.

  1. EXPORT SALES

21.1 Export Documentation

Where Goods are exported, the Company may provide export documentation as agreed.

The Customer is responsible for obtaining any additional licences, permits or approvals required in the destination country unless otherwise agreed.

21.2 Import Compliance

The Customer warrants that it has satisfied itself that the Goods comply with all applicable laws in the destination country.

21.3 Customs Delays

The Company accepts no responsibility for delays arising from customs inspections, border controls or regulatory approvals.

21.4 Duties and Taxes

Unless expressly agreed otherwise, the Customer is responsible for all import duties, taxes, customs charges and local regulatory fees.

  1. INCOTERMS® 2020

22.1 Application

Where the parties agree that an Incoterm applies, the applicable Incoterm shall be interpreted in accordance with the Incoterms® 2020 Rules published by the International Chamber of Commerce.

22.2 Priority

Where an Incoterm conflicts with these Terms, the agreed Incoterm prevails only to the extent of that conflict.

22.3 No Automatic Application

Incoterms® do not apply unless expressly stated in writing on the quotation, order acknowledgement or invoice.

  1. RISK

23.1 Transfer of Risk

Risk in the Goods passes to the Customer upon the earlier of:

  1. Delivery to the Customer;
  2. Delivery to the Customer’s carrier;
  3. Collection by the Customer;
  4. the Goods being made available for collection following notification.

23.2 Storage at Customer Request

Where Goods remain in the Company’s possession solely at the Customer’s request, all risk passes to the Customer from the date the Goods were originally available for Delivery.

23.3 Insurance

Following transfer of risk, the Customer is responsible for maintaining adequate insurance over the Goods.

  1. RETENTION OF TITLE

24.1 Ownership

Legal and beneficial ownership of the Goods remains with the Company until:

  1. all monies owing by the Customer to the Company have been paid in full; and
  2. all other obligations owed by the Customer to the Company have been fully performed.

24.2 Bailment

Until ownership passes, the Customer holds the Goods as bailee for the Company.

24.3 Identification

The Customer must:

  • keep the Goods separately identifiable where reasonably practicable;
  • maintain all original labels;
  • not remove identifying marks;
  • keep appropriate inventory records identifying the Goods.

24.4 Sale Before Payment

The Customer may resell the Goods in the ordinary course of business before ownership passes, provided that:

  1. the Customer does so as principal and not as agent for the Company;
  2. the proceeds of sale are held on trust for the Company to the extent of any unpaid amount owing;
  3. the Customer promptly accounts to the Company for those proceeds upon request.

24.5 Processing of Goods

Where the Goods are mixed, processed or incorporated into other products before ownership passes, the Company’s security interest shall continue in the Goods and any resulting products to the extent permitted by law.

  1. REPOSSESSION

25.1 Right of Entry

Where the Customer is in default, the Company may, to the extent permitted by law, enter any premises where it reasonably believes the Goods are located for the purpose of inspecting or recovering the Goods.

25.2 Customer Assistance

The Customer shall provide all reasonable assistance to enable recovery of the Goods.

25.3 Costs

The Customer shall reimburse the Company for all reasonable costs incurred in exercising its rights under this clause, including transport, storage and legal enforcement costs where recoverable by law.

  1. INSPECTION AND ACCEPTANCE

26.1 Inspection

The Customer must inspect the Goods immediately upon Delivery.

26.2 Notification of Defects

The Customer must notify the Company in writing of:

  • shortages;
  • visible damage;
  • incorrect Goods;
  • packaging defects; or
  • apparent manufacturing defects,

within seven (7) days of Delivery.

26.3 Latent Defects

Where a defect could not reasonably have been identified on inspection, the Customer must notify the Company promptly upon discovery and provide all reasonable information to enable investigation.

26.4 Deemed Acceptance

The Goods shall be deemed accepted if the Customer:

  • uses the Goods;
  • alters the Goods;
  • incorporates the Goods into another product;
  • resells the Goods; or
  • fails to notify the Company within the applicable claim period.

26.5 Preservation of Evidence

The Customer shall preserve the affected Goods, packaging and batch identification pending investigation. The Company may decline a claim where this prevents a proper assessment.

  1. MANUFACTURING SERVICES

27.1 Scope of Services

The Company may provide one or more of the following services:

  • Contract manufacturing;
  • Toll manufacturing;
  • Product formulation;
  • Custom blending;
  • Resin mixing;
  • Chemical processing;
  • Batch manufacture;
  • Filling and packaging;
  • Labelling;
  • Product development;
  • Warehousing;
  • Quality assurance;
  • Technical support; and
  • Any ancillary services agreed in writing.

Unless expressly agreed, the Company does not undertake responsibility for the Customer’s product design, engineering, regulatory approvals or end-use application.

27.2 Manufacturing Standard

The Company shall manufacture Goods using reasonable skill, care and industry accepted practices.

Unless expressly agreed otherwise, manufacture shall be undertaken in accordance with the Company’s internal quality procedures.

27.3 Production Scheduling

Manufacturing schedules are estimates only.

Production priorities may change due to:

  • customer demand;
  • equipment maintenance;
  • raw material availability;
  • regulatory requirements;
  • emergency production;
  • Force Majeure Events.

The Company shall use reasonable endeavours to meet agreed production schedules but does not guarantee manufacturing completion dates.

27.4 Manufacturing Capacity

The Company reserves the right to decline, delay or reschedule manufacturing where available production capacity is exceeded.

  1. TOLL MANUFACTURING

28.1 Customer-Owned Materials

Where the Customer supplies raw materials, packaging or components, the Customer warrants that they:

  • comply with all applicable laws;
  • are correctly identified;
  • are suitable for their intended purpose;
  • are free from contamination;
  • are accompanied by all required technical documentation and Safety Data Sheets.

28.2 Incoming Inspection

The Company may inspect Customer-supplied materials upon receipt.

Inspection does not constitute acceptance of quality or suitability.

28.3 Contaminated Materials

Where Customer materials are contaminated, incorrectly labelled or unsuitable for manufacture, the Company may:

  • reject the materials;
  • suspend manufacture;
  • return the materials at the Customer’s expense;
  • safely dispose of the materials where necessary.

The Customer shall indemnify the Company against all reasonable costs arising from contaminated or non-compliant materials.

28.4 Loss of Customer Materials

The Company shall exercise reasonable care while Customer-owned materials are in its possession.

Except where caused by the Company’s negligence or wilful misconduct, the Company shall not be liable for loss or deterioration arising from:

  • ageing;
  • moisture absorption;
  • chemical instability;
  • improper packaging supplied by the Customer;
  • latent defects in the materials.

28.5 Disposal

Where Customer-owned materials remain uncollected for more than ninety (90) days after written notice, the Company may dispose of them in accordance with applicable legislation and recover its reasonable costs.

  1. PRODUCT SPECIFICATIONS

29.1 Company Specifications

Goods shall be manufactured to the Company’s current published specification unless otherwise agreed in writing.

29.2 Customer Specifications

Where manufacture is undertaken to Customer specifications, the Customer warrants that:

  • the specifications are complete;
  • they are technically suitable;
  • they do not infringe third-party intellectual property rights;
  • they comply with all applicable legislation.

The Company shall not be responsible for defects arising solely from Customer specifications.

29.3 Specification Changes

The Company may amend manufacturing specifications where necessary to:

  • improve product quality;
  • improve safety;
  • comply with legislation;
  • address raw material discontinuation;
  • improve manufacturing efficiency.

Where a change materially affects product performance, the Company shall notify the Customer where reasonably practicable.

29.4 Regulatory Changes

The Company may modify the formulation, specification, packaging, labelling or other characteristics of the Goods where reasonably necessary to comply with any change in applicable legislation, regulations, regulatory guidance or industry standards.

Unless expressly agreed in writing, the Company shall not be responsible for retrospectively modifying, replacing, recalling or relabelling Goods manufactured or supplied before the effective date of such legislative or regulatory change, provided those Goods complied with the applicable legal requirements at the time of manufacture or supply.

Where a legislative or regulatory change materially affects the continued supply of the Goods, the Company may suspend manufacture or supply until appropriate modifications have been implemented

29.5 Regulatory Compliance Review

The Company may review and amend product formulations, labels, Safety Data Sheets (SDS), Technical Data Sheets (TDS), packaging or manufacturing processes at any time to maintain compliance with applicable legislation or regulatory requirements. Such changes shall not constitute a defect or breach of contract provided the Goods continue to substantially perform their intended purpose.

For Adhesive Technologies, this is particularly valuable because you regularly deal with:

  • EPA / HSNO classification changes
  • GHS updates
  • Transport of Dangerous Goods changes
  • International REACH or export requirements
  • Supplier raw material reclassifications
  • Label changes
  • SDS revisions

 

  1. MANUFACTURING TOLERANCES

The Customer acknowledges that commercial manufacture involves accepted tolerances.

Unless otherwise agreed in writing, reasonable variations may occur in:

  • colour;
  • viscosity;
  • density;
  • gloss;
  • hardness;
  • cure speed;
  • gel time;
  • exotherm;
  • packaging weight;
  • fill volume;
  • moisture content;
  • appearance.

Such variations do not constitute defects provided the Goods substantially comply with the applicable specification.

  1. QUALITY ASSURANCE

31.1 Quality System

The Company maintains internal quality assurance procedures appropriate to its operations.

Compliance with any particular quality standard (including ISO standards) applies only where expressly agreed in writing.

31.2 Testing

The Company may conduct quality control testing on production batches using methods selected by the Company.

31.3 Test Results

Quality control results apply only to the tested sample and do not constitute a guarantee of future performance under differing conditions.

31.4 Retesting

Where a Customer disputes quality test results, the Company may require testing by an independent laboratory agreed by both parties.

Unless the original results are shown to be materially incorrect, the Customer shall bear the reasonable cost of such testing.

  1. CERTIFICATE OF ANALYSIS (CoA)

Where requested and available, the Company may provide a Certificate of Analysis for a production batch.

Unless otherwise stated:

  • a CoA relates only to the tested batch;
  • a CoA is issued for information purposes;
  • a CoA does not extend or create any warranty beyond these Terms.
  1. BATCH TRACEABILITY

33.1 Batch Identification

The Customer shall retain batch numbers for all Goods supplied.

33.2 Records

Commercial Customers shall maintain records sufficient to identify:

  • batch numbers;
  • invoice numbers;
  • date of use;
  • location of use;
  • products into which the Goods were incorporated.

Such records shall be retained for at least seven (7) years.

33.3 Recall Support

The Customer shall provide reasonable assistance in tracing affected batches where required for product investigations or recalls.

  1. PACKAGING

Unless otherwise agreed:

  • packaging remains the property of the Company until paid for;
  • returnable containers remain the property of the Company;
  • specialised packaging may be separately charged;
  • export packaging may differ from domestic packaging.

The Customer shall inspect packaging upon Delivery.

  1. LABELLING

Where Goods are supplied under the Customer’s branding:

The Customer warrants that:

  • all artwork has been approved;
  • all regulatory statements are correct;
  • all trademarks are lawfully used.

The Company shall not be liable for errors in Customer-approved artwork unless caused by the Company’s failure to follow the approved proof.

  1. SHELF LIFE

Shelf life commences on the date of manufacture unless otherwise stated.

Shelf life applies only where Goods have been stored in accordance with the Company’s published recommendations.

The Company gives no warranty in respect of Goods used after expiry of their stated shelf life.

  1. STORAGE

The Customer shall store Goods:

  • in accordance with the applicable Safety Data Sheet;
  • in accordance with the applicable Technical Data Sheet;
  • in unopened original packaging where practicable;
  • within recommended temperature limits;
  • protected from moisture, contamination and direct sunlight.

Failure to comply with these requirements may void any applicable warranty.

  1. CUSTOMER APPROVAL OF FIRST PRODUCTION

Where requested by the Company or agreed between the parties, the first production batch shall be treated as an approval batch.

The Customer shall inspect and approve or reject the batch within ten (10) Business Days.

If no written rejection is received within that period, the batch shall be deemed approved and subsequent production may proceed on the same basis.

  1. TECHNICAL ADVICE

39.1 General

The Company may provide technical advice, recommendations, calculations, design assistance, product selection guidance, application advice, training or other technical information (“Technical Advice”) in relation to the Goods.

Unless expressly agreed in writing, all Technical Advice is provided in good faith based on information available to the Company at the time.

39.2 Information Only

Technical Advice is provided for guidance only and does not constitute:

  • engineering certification;
  • design approval;
  • professional engineering services;
  • architectural advice;
  • regulatory approval;
  • project-specific certification.

39.3 Customer Responsibility

The Customer remains solely responsible for determining whether the Goods are suitable for the Customer’s intended purpose, manufacturing process and service environment.

39.4 Changes to Advice

The Company may revise Technical Advice where new testing, regulatory requirements or product improvements become available.

  1. PRODUCT SUITABILITY

40.1 Customer Assessment

The Customer acknowledges that it has independently assessed the suitability of the Goods for its intended application.

40.2 Trial Requirements

Before commercial production or critical applications, the Customer shall conduct appropriate:

  • laboratory testing;
  • production trials;
  • adhesion testing;
  • compatibility testing;
  • durability testing;
  • environmental testing,

sufficient to confirm that the Goods are suitable for the intended use.

40.3 No Guarantee of Fitness

Except where expressly agreed in writing or required by law, the Company does not warrant that any Goods are suitable for any particular purpose.

  1. APPLICATION CONDITIONS

41.1 Performance Variables

The Customer acknowledges that product performance may be affected by factors outside the Company’s control, including:

  • ambient temperature;
  • substrate temperature;
  • humidity;
  • dew point;
  • wind conditions;
  • contamination;
  • substrate preparation;
  • application method;
  • equipment settings;
  • operator skill;
  • cure schedule;
  • post-curing;
  • storage conditions.

41.2 Responsibility

The Company shall not be liable for loss arising from unsuitable application conditions.

  1. EPOXY, RESIN AND CHEMICAL SYSTEMS

42.1 Variable Performance

The Customer acknowledges that epoxy, polyester, vinyl ester, polyurethane, acrylic, methacrylate and other reactive chemical systems may exhibit variations in:

  • pot life;
  • gel time;
  • cure rate;
  • exotherm;
  • viscosity;
  • hardness;
  • colour;
  • flexibility;
  • gloss;
  • shrinkage.

Such variations may occur due to environmental conditions, raw material characteristics or manufacturing tolerances and do not necessarily indicate a defect.

42.2 Published Data

Published technical data represents typical laboratory values obtained under controlled conditions and should not be interpreted as guaranteed performance under all service conditions.

  1. MIXING, CATALYSTS AND HARDENERS

43.1 Correct Mixing

The Customer is responsible for ensuring that all products requiring mixing are accurately proportioned and thoroughly mixed in accordance with the Company’s written instructions.

43.2 Measuring Equipment

The Customer shall use suitable measuring and dispensing equipment that is properly calibrated for the intended application.

43.3 Incorrect Ratios

The Company accepts no responsibility for product performance where incorrect catalyst, hardener or mixing ratios are used.

43.4 Pot Life

Pot life commences immediately after mixing and may vary depending on:

  • batch size;
  • ambient temperature;
  • material temperature;
  • mixing efficiency;
  • container geometry.

Published pot life values are indicative only.

  1. COMPATIBILITY WITH OTHER PRODUCTS

44.1 Third-Party Products

Unless expressly confirmed in writing by the Company, no representation is made that the Goods are compatible with products supplied by third parties.

44.2 Customer Responsibility

Where the Customer combines the Goods with other materials, the Customer is solely responsible for determining compatibility.

44.3 No Warranty

The Company excludes all liability for loss arising from incompatibility between the Goods and third-party products, except to the extent required by law.

  1. SUBSTRATE PREPARATION

The Customer is responsible for ensuring that all substrates are:

  • structurally sound;
  • clean;
  • dry;
  • free of contaminants;
  • correctly prepared in accordance with accepted industry practice and the Company’s published recommendations.

The Company shall not be liable for failures caused by inadequate substrate preparation.

  1. ENVIRONMENTAL EXPOSURE

The long-term performance of chemical products may be affected by exposure to:

  • ultraviolet radiation;
  • moisture;
  • salt water;
  • fresh water immersion;
  • chemicals;
  • fuels;
  • solvents;
  • acids;
  • alkalis;
  • elevated temperatures;
  • cyclic loading;
  • abrasion.

The Customer is responsible for determining whether the Goods are suitable for the anticipated service environment.

  1. STRUCTURAL APPLICATIONS

Where the Goods are used in structural applications, including but not limited to marine vessels, buildings, bridges, infrastructure or load-bearing components:

  1. the Customer shall obtain appropriate engineering advice;
  2. the Company does not warrant the structural adequacy of any design;
  3. responsibility for design and engineering remains with the Customer or its professional advisers.
  4. SPECIALISED APPLICATIONS

Unless expressly approved in writing by the Company, the Goods are not intended for use in:

  • life-support systems;
  • implantable medical devices;
  • nuclear facilities;
  • military weapons systems;
  • aerospace flight-critical components;
  • any application where failure could reasonably be expected to result in death, serious injury or significant environmental harm.

Any such use is entirely at the Customer’s risk.

  1. PRODUCT MODIFICATIONS

The Customer shall not modify, reformulate or alter the Goods without the Company’s prior written approval.

Where the Customer modifies the Goods:

  • all warranties cease;
  • the Company accepts no liability for the modified product;
  • the Customer assumes full responsibility for regulatory compliance and performance.
  1. CUSTOMER QUALITY CONTROL

The Customer shall maintain quality control procedures appropriate to its operations, including where applicable:

  • incoming goods inspection;
  • batch traceability;
  • process controls;
  • equipment calibration;
  • production records;
  • finished product inspection.

The Company shall not be responsible for failures resulting from deficiencies in the Customer’s quality management systems.

  1. PRODUCT WARRANTIES

51.1 Limited Warranty

Subject to these Terms and to the maximum extent permitted by law, the Company warrants that, at the time of Delivery:

  1. the Goods have been manufactured using reasonable skill and care;
  2. the Goods substantially comply with the applicable Company specification current at the date of manufacture;
  3. the Goods are free from material defects in workmanship and manufacture.

51.2 Exclusive Warranty

The warranty contained in this clause is the only contractual warranty provided by the Company unless otherwise expressly agreed in writing.

51.3 No Additional Warranties

Except as required by law, all other warranties, guarantees, representations and conditions, whether express, implied or statutory, are excluded to the fullest extent permitted by law.

Without limitation, the Company excludes any implied warranties relating to:

  • merchantable quality;
  • fitness for purpose;
  • compatibility;
  • uninterrupted performance;
  • commercial success;
  • design suitability.
  1. WARRANTY EXCLUSIONS

Without limiting any other provision of these Terms, the Company shall have no liability where any defect or failure arises from:

  • incorrect storage;
  • expired shelf life;
  • freezing or overheating;
  • contamination;
  • moisture ingress after Delivery;
  • incorrect catalyst or hardener ratios;
  • inaccurate weighing;
  • poor mixing;
  • incorrect application;
  • excessive film thickness;
  • insufficient film thickness;
  • inadequate curing;
  • lack of post-curing;
  • substrate contamination;
  • incompatible primers;
  • incompatible topcoats;
  • incompatible fillers;
  • incompatible reinforcement materials;
  • incompatible third-party products;
  • normal wear and tear;
  • ultraviolet degradation where not specifically warranted;
  • chemical attack outside published resistance data;
  • customer modification;
  • customer reformulation;
  • customer relabelling affecting regulatory compliance;
  • improper transport or storage by the Customer.
  1. CUSTOMER WARRANTIES

The Customer warrants that:

  1. it possesses sufficient knowledge and expertise to safely use the Goods or has obtained appropriate professional advice;
  2. all users of the Goods are appropriately trained;
  3. all applicable Safety Data Sheets have been reviewed before use;
  4. all Goods will be handled in accordance with applicable legislation;
  5. all recommended testing has been completed before commercial use;
  6. the Goods will not be used in applications outside their intended purpose without prior written approval from the Company.
  7. CONSUMER GUARANTEES ACT 1993

54.1 Business Customers

Where the Customer acquires Goods or Services for the purposes of a business, the parties agree that:

  • the Consumer Guarantees Act 1993 does not apply; and
  • they contract out of the Consumer Guarantees Act 1993 in accordance with section 43.

54.2 Consumers

Nothing in these Terms limits or excludes any rights that cannot lawfully be excluded where the Customer acquires Goods for personal, domestic or household use.

  1. FAIR TRADING ACT 1986

To the extent permitted by sections 5D and 5E of the Fair Trading Act 1986, the parties agree that sections 9, 12A and 13 of that Act do not apply to any business-to-business transaction governed by these Terms.

Nothing in this clause affects any statutory rights that cannot lawfully be excluded.

  1. LIMITATION OF LIABILITY

56.1 Maximum Liability

To the fullest extent permitted by law, the Company’s total aggregate liability arising out of or in connection with any Contract, whether in contract, tort (including negligence), equity, statute or otherwise, shall not exceed the lesser of:

  1. the amount paid by the Customer for the specific Goods or Services giving rise to the claim; or
  2. the cost, at the Company’s option, of:
  • replacing the Goods;
  • repairing the Goods (where applicable);
  • re-performing the relevant Services; or
  • refunding the purchase price.

56.2 Excluded Losses

To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, special, exemplary, punitive or consequential loss or damage, including but not limited to:

  • loss of profit;
  • loss of revenue;
  • loss of production;
  • business interruption;
  • downtime;
  • vessel downtime;
  • manufacturing delays;
  • contract losses;
  • loss of goodwill;
  • financing costs;
  • labour costs;
  • removal costs;
  • installation costs;
  • replacement costs;
  • transport costs;
  • storage costs;
  • environmental remediation costs;
  • penalties payable to third parties.

56.3 Cumulative Liability

Multiple claims arising from the same event or series of related events shall be treated as a single claim for the purposes of this clause.

56.4 Time Limit

No claim may be brought against the Company more than twelve (12) months after the earlier of:

  • Delivery of the Goods; or
  • completion of the Services,

except where a longer period is required by law.

  1. CUSTOMER INDEMNITY

The Customer indemnifies and holds harmless the Company, its directors, officers, employees and agents from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable legal costs where recoverable by law) arising from:

  • misuse of the Goods;
  • failure to follow the Company’s instructions;
  • incorrect application;
  • modification of the Goods;
  • incorporation of the Goods into defective products;
  • breach of these Terms;
  • negligence or unlawful acts of the Customer;
  • infringement of third-party intellectual property arising from Customer specifications;
  • failure to comply with applicable health, safety or environmental legislation.

This indemnity survives termination of the Contract.

  1. PRODUCT RECALL

58.1 Notification

The Customer shall immediately notify the Company if it becomes aware of any issue that may affect the safety, quality or regulatory compliance of the Goods.

58.2 Cooperation

The Customer shall provide all reasonable assistance required by the Company in connection with any investigation, corrective action or product recall.

58.3 Traceability

The Customer shall maintain records sufficient to identify:

  • batch numbers;
  • invoice numbers;
  • customers supplied;
  • quantities supplied;
  • dates of supply.

58.4 Recall Costs

Where a recall results from:

  • misuse of the Goods;
  • incorrect storage;
  • unauthorised modification;
  • incorrect application;
  • Customer negligence; or
  • breach of these Terms,

the Customer shall reimburse the Company for all reasonable costs incurred in relation to that recall.

58.5 Public Statements

The Customer shall not issue any public statement, media release or regulatory notification relating to the Goods without first consulting the Company, unless immediate disclosure is required by law.

  1. INSURANCE

Commercial Customers are responsible for maintaining insurance appropriate to the nature of their business and the risks associated with their use of the Goods.

Where reasonably requested by the Company, the Customer shall provide evidence of such insurance.

  1. MITIGATION OF LOSS

The Customer shall take all reasonable steps to minimise any loss arising from an alleged defect in the Goods or Services.

The Company shall not be liable for any loss that could reasonably have been avoided through timely mitigation.

Solicitor’s drafting recommendation

At this point, I would make one significant improvement that is often overlooked in SME terms but common in multinational chemical companies: include a separate Part 7 – Regulatory Compliance, Product Stewardship and ESG.

This would cover:

  • HSWA 2015 obligations;
  • Hazardous substances compliance;
  • Product stewardship responsibilities;
  • Environmental reporting;
  • Export controls and sanctions;
  • Anti-bribery and anti-corruption;
  • Modern slavery compliance (where relevant);
  • REACH and RoHS statements for export markets.

Including this section will better position Adhesive Technologies for supplying larger commercial customers, government agencies and international markets, as these topics are increasingly incorporated into procurement requirements and supplier due diligence.

  1. REGULATORY COMPLIANCE

61.1 General Compliance

The Customer shall comply with all applicable laws, regulations, standards, codes of practice and regulatory requirements relating to the purchase, transport, storage, handling, use and disposal of the Goods.

61.2 New Zealand Legislation

Without limitation, the Customer shall comply with all applicable New Zealand legislation, including where relevant:

  • Health and Safety at Work Act 2015;
  • Hazardous Substances and New Organisms Act 1996 (HSNO);
  • Hazardous Products Regulations;
  • Land Transport Rule: Dangerous Goods;
  • Resource Management Act (or any replacement legislation);
  • Privacy Act 2020;
  • Consumer Guarantees Act 1993;
  • Fair Trading Act 1986.

61.3 Overseas Requirements

Where Goods are exported, the Customer is solely responsible for ensuring compliance with all legislation applicable within the destination country unless expressly agreed otherwise in writing.

  1. HAZARDOUS PRODUCTS

62.1 Customer Responsibilities

The Customer shall ensure that all hazardous Goods are:

  • stored safely;
  • transported lawfully;
  • handled by appropriately trained personnel;
  • used only in accordance with the applicable Safety Data Sheet (SDS).

62.2 Safety Data Sheets

The Company shall make current SDSs available for hazardous Goods.

The Customer shall ensure that all persons handling the Goods have access to the current SDS before use.

62.3 Personal Protective Equipment

The Customer shall ensure that appropriate personal protective equipment (PPE) is used whenever required by the SDS or applicable legislation.

62.4 Storage

The Customer is responsible for ensuring that storage facilities comply with all applicable legislative requirements and manufacturer recommendations.

  1. PRODUCT STEWARDSHIP

63.1 Responsible Use

The Customer acknowledges that safe use of chemical products requires appropriate:

  • storage;
  • handling;
  • transport;
  • disposal;
  • employee training;
  • risk assessment.

63.2 Customer Responsibilities

The Customer shall ensure that its employees, contractors and agents receive appropriate instruction regarding the safe handling and use of the Goods.

63.3 Waste

The Customer is responsible for the lawful disposal of:

  • unused product;
  • contaminated packaging;
  • waste resin;
  • contaminated solvents;
  • waste hardeners;
  • cleaning materials.
  1. ENVIRONMENTAL COMPLIANCE

64.1 Environmental Obligations

The Customer shall comply with all applicable environmental legislation.

64.2 Spill Response

The Customer shall maintain suitable spill response procedures for hazardous Goods where required by law.

64.3 Environmental Damage

The Company shall not be liable for environmental contamination occurring after Delivery except to the extent directly caused by a defect in the Goods or the Company’s negligence.

  1. EXPORT CONTROLS AND SANCTIONS

65.1 Export Laws

The Customer shall comply with all applicable export control laws.

65.2 Restricted Countries

The Customer shall not export or re-export the Goods to any country or end-user where doing so would breach:

  • New Zealand law;
  • United Nations sanctions;
  • applicable international trade sanctions binding on the transaction.

65.3 End Use

Where requested by the Company, the Customer shall provide information regarding the intended destination and end use of exported Goods.

  1. ANTI-BRIBERY AND ANTI-CORRUPTION

The Customer warrants that neither it nor any person acting on its behalf will:

  • offer;
  • promise;
  • give;
  • request;
  • receive

any improper payment, gift or other benefit in connection with any Contract with the Company.

Any material breach of this clause entitles the Company to terminate the Contract immediately.

  1. ETHICAL BUSINESS PRACTICES

The Company is committed to conducting business ethically and expects its commercial customers to operate in a lawful and responsible manner.

Where reasonably requested, the Customer shall provide information demonstrating compliance with applicable workplace, environmental and ethical standards relevant to the Goods supplied.

  1. PRODUCT RESTRICTIONS

Unless expressly agreed in writing, the Goods are not intended for use in:

  • implantable medical devices;
  • human tissue contact;
  • pharmaceutical manufacture;
  • nuclear facilities;
  • weapons systems;
  • life-support equipment;
  • aerospace flight-critical applications.

The Customer assumes all responsibility for any unauthorised use in such applications.

PART 8 – INTELLECTUAL PROPERTY AND CONFIDENTIALITY

  1. INTELLECTUAL PROPERTY

69.1 Ownership

All Intellectual Property owned, developed or licensed by the Company remains the exclusive property of the Company.

This includes, without limitation:

  • formulations;
  • recipes;
  • manufacturing methods;
  • technical know-how;
  • trade secrets;
  • product names;
  • trademarks;
  • logos;
  • designs;
  • packaging;
  • SDSs;
  • TDSs;
  • specifications;
  • software;
  • databases;
  • website content;
  • marketing material.

69.2 No Transfer

Nothing in these Terms transfers ownership of any Intellectual Property to the Customer.

69.3 Limited Licence

The Customer is granted a non-exclusive, non-transferable licence to use the Goods in accordance with these Terms.

No licence is granted to reproduce or exploit the Company’s Intellectual Property except as expressly agreed in writing.

  1. CUSTOM FORMULATIONS

Unless otherwise agreed in writing:

  • all formulations developed by the Company remain the Company’s Intellectual Property;
  • all improvements developed by the Company remain the Company’s Intellectual Property;
  • manufacturing processes remain confidential.

Where ownership of a custom formulation is intended to vest in the Customer, this must be expressly stated in a separate written agreement.

  1. REVERSE ENGINEERING

The Customer shall not:

  • analyse;
  • reverse engineer;
  • decompile;
  • reproduce;
  • copy;
  • commercially exploit

any proprietary formulation, manufacturing process or confidential information of the Company except to the extent expressly permitted by law.

  1. CONFIDENTIAL INFORMATION

Each party shall keep confidential all commercial, technical and financial information received from the other party that is identified as confidential or would reasonably be regarded as confidential.

This obligation survives termination of the Contract.

Confidential information may be disclosed only:

  • with the other party’s written consent;
  • where required by law;
  • to professional advisers who are subject to confidentiality obligations.
  1. CUSTOMER INTELLECTUAL PROPERTY

The Customer warrants that any artwork, specifications, formulations, labels or other materials supplied by it do not infringe the Intellectual Property rights of any third party.

The Customer indemnifies the Company against all claims arising from any alleged infringement resulting from Customer-supplied materials.

  1. PRIVACY

74.1 Collection of Information

The Company may collect, hold, use and disclose personal information for the purposes of:

  • supplying Goods and Services;
  • administering customer accounts;
  • assessing creditworthiness;
  • recovering debts;
  • complying with legal obligations;
  • improving products and services;
  • managing warranties, recalls and customer support.

74.2 Privacy Act

The Company will collect, store and disclose personal information in accordance with the Privacy Act 2020.

74.3 Credit Information

The Customer authorises the Company to obtain and exchange credit information with:

  • credit reporting agencies;
  • trade referees;
  • financial institutions;
  • debt collection agencies;
  • insurers,

for lawful business purposes.

74.4 Marketing

The Company may send product updates, technical bulletins and promotional material to the Customer unless the Customer requests otherwise.

  1. CYBERSECURITY AND PAYMENT FRAUD

75.1 Bank Account Verification

The Customer acknowledges that electronic payment fraud is a significant commercial risk.

The Customer must independently verify any notification advising of a change to the Company’s banking details by contacting the Company using previously verified contact information.

75.2 Fraudulent Payments

The Company shall not be liable for payments made to fraudulent bank accounts where the Customer has failed to carry out reasonable verification.

75.3 Electronic Security

Each party shall maintain reasonable cybersecurity measures appropriate to its business operations.

  1. FORCE MAJEURE

76.1 Definition

Neither party shall be liable for delay or failure in performing its obligations where such delay or failure results from a Force Majeure Event.

76.2 Suspension

Performance of the affected obligations shall be suspended for the duration of the Force Majeure Event.

76.3 Notification

The affected party shall notify the other party as soon as reasonably practicable after becoming aware of the Force Majeure Event.

76.4 Extended Force Majeure

If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected Contract by written notice, without liability for future performance.

  1. DEFAULT

The Customer shall be in default if it:

  • fails to pay any amount when due;
  • breaches these Terms;
  • becomes insolvent;
  • enters liquidation, receivership or voluntary administration;
  • ceases trading;
  • makes an arrangement with creditors;
  • has a receiver or liquidator appointed over any substantial part of its assets.

Upon default, the Company may, without prejudice to any other rights:

  • suspend supply;
  • suspend manufacture;
  • terminate any Contract;
  • recover possession of Goods;
  • enforce its security interests;
  • require immediate payment of all outstanding amounts;
  • commence legal proceedings.
  1. TERMINATION

78.1 Termination for Convenience

Unless otherwise agreed in writing, neither party may terminate an accepted order for convenience after manufacture has commenced.

78.2 Termination for Breach

Either party may terminate a Contract where the other party commits a material breach and fails to remedy that breach within ten (10) Business Days after receiving written notice.

78.3 Effect of Termination

Termination does not affect:

  • accrued rights;
  • accrued liabilities;
  • payment obligations;
  • surviving clauses under these Terms.
  1. NOTICES

Any notice required under these Terms shall:

  • be in writing;
  • identify the relevant Contract;
  • be sent to the most recent address or email address notified by the receiving party.

A notice is deemed received:

  • if delivered personally, on delivery;
  • if sent by courier, on delivery;
  • if posted within New Zealand, three (3) Business Days after posting;
  • if sent by email, when transmitted unless the sender receives an automated failure notice.
  1. ELECTRONIC TRANSACTIONS

The parties agree that:

  • quotations;
  • purchase orders;
  • invoices;
  • delivery confirmations;
  • approvals;
  • notices;
  • communications;

may be exchanged electronically.

Electronic communications shall satisfy any legal requirement for writing unless prohibited by law.

  1. ASSIGNMENT

The Customer may not assign, transfer or subcontract any rights or obligations under these Terms without the prior written consent of the Company.

The Company may assign or transfer its rights and obligations to any related company, purchaser of its business or financier.

  1. WAIVER

No delay or failure by the Company to exercise any right under these Terms constitutes a waiver of that right.

A waiver is effective only if:

  • it is in writing; and
  • signed by an authorised representative of the Company.
  1. SEVERABILITY

If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision shall be severed to the minimum extent necessary.

The remaining provisions shall continue in full force and effect.

  1. RELATIONSHIP OF THE PARTIES

Nothing in these Terms creates:

  • a partnership;
  • joint venture;
  • agency;
  • employment relationship;
  • fiduciary relationship,

between the Company and the Customer.

  1. CUMULATIVE RIGHTS

The rights and remedies of the Company under these Terms are cumulative and do not exclude any rights or remedies available at law or in equity.

  1. DISPUTE RESOLUTION

86.1 Good Faith Negotiation

The parties shall first attempt to resolve any dispute through good faith negotiations between senior representatives.

86.2 Mediation

If the dispute is not resolved within twenty (20) Business Days, either party may refer the dispute to mediation.

Unless otherwise agreed:

  • mediation shall be held in Auckland, New Zealand;
  • the mediator shall be appointed by agreement or, failing agreement, by the President of the New Zealand Law Society (or their nominee);
  • each party shall bear its own legal costs;
  • the mediator’s fees shall be shared equally.

86.3 Court Proceedings

Nothing prevents either party from seeking urgent interim or injunctive relief through the courts.

  1. GOVERNING LAW

These Terms and every Contract incorporating them are governed by the laws of New Zealand.

The parties submit to the exclusive jurisdiction of the courts of New Zealand.

  1. SURVIVAL

The following clauses survive termination or completion of any Contract:

  • Payment
  • PPSA
  • Retention of Title
  • Warranties (to the extent applicable)
  • Limitation of Liability
  • Indemnities
  • Intellectual Property
  • Confidentiality
  • Privacy
  • Product Recall
  • Dispute Resolution
  • Governing Law
  • Any clause intended by its nature to survive.
  1. ACCEPTANCE

By requesting a quotation, placing an order, accepting Delivery, opening a trade account, or otherwise dealing with the Company, the Customer acknowledges that it has read, understood and agrees to be bound by these Commercial Terms and Conditions of Sale, Supply and Manufacture.

 

 

 

 

 

ADHESIVE TECHNOLOGIES NZ LIMITED

COMMERCIAL TERMS AND CONDITIONS OF SALE, SUPPLY AND MANUFACTURE

Version: 1.0

Effective Date: 1 July 2026

 

TABLE OF CONTENTS

PART 1 – PRELIMINARY

  1. Definitions
  2. Interpretation
  3. Application
  4. Entire Agreement
  5. Acceptance

PART 2 – COMMERCIAL TERMS

  1. Quotations
  2. Orders
  3. Specifications
  4. Customer Forecasts
  5. Minimum Orders
  6. Pricing
  7. Taxes
  8. Payment
  9. Credit
  10. Security
  11. Default Interest
  12. Collection Costs

PART 3 – DELIVERY

  1. Delivery
  2. Partial Delivery
  3. Freight
  4. Export
  5. Incoterms®
  6. Risk
  7. Retention of Title
  8. PPSA

PART 4 – MANUFACTURING

  1. Manufacturing Services
  2. Toll Manufacturing
  3. Customer Materials
  4. Manufacturing Tolerances
  5. Quality Control
  6. Certificate of Analysis
  7. Batch Samples
  8. Packaging
  9. Labelling
  10. Shelf Life
  11. Storage

PART 5 – PRODUCT PERFORMANCE

  1. Technical Advice
  2. Product Suitability
  3. Customer Testing
  4. Chemical Compatibility
  5. Environmental Conditions
  6. Published Technical Data
  7. Batch Variations
  8. Colour Variations
  9. Product Changes

PART 6 – HAZARDOUS SUBSTANCES

  1. Hazardous Products
  2. Safety Data Sheets
  3. Dangerous Goods
  4. Storage
  5. Disposal
  6. Product Stewardship
  7. Environmental Compliance

PART 7 – WARRANTIES AND LIABILITY

  1. Warranties
  2. Consumer Guarantees Act
  3. Fair Trading Act
  4. Limitation of Liability
  5. Indemnities
  6. Product Recall
  7. Insurance

PART 8 – INTELLECTUAL PROPERTY

  1. Intellectual Property
  2. Confidential Information
  3. Customer Intellectual Property
  4. Reverse Engineering

PART 9 – GENERAL

  1. Privacy
  2. Cybersecurity
  3. Force Majeure
  4. Export Controls
  5. Anti-Bribery
  6. Assignment
  7. Notices
  8. Electronic Communications
  9. Waiver
  10. Severability
  11. Dispute Resolution
  12. Governing Law
  13. Survival

PART 1

  1. DEFINITIONS

Unless the context otherwise requires, the following definitions apply throughout these Terms.

Affiliate

Means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

Business Day

Means any day other than a Saturday, Sunday or public holiday observed in Auckland, New Zealand.

Certificate of Analysis (CoA)

Means the Company’s quality control certificate confirming that a production batch has been tested against applicable specifications.

Company

Means Adhesive Technologies NZ Limited (NZBN [Insert]), together with its successors, permitted assigns, employees, contractors and authorised agents.

Where applicable, references to the Company include its trading divisions, including Everything Composites, unless expressly stated otherwise.

Contract

Means the agreement formed between the Company and the Customer incorporating:

  • these Terms;
  • the Company’s quotation (if any);
  • any accepted purchase order;
  • any written special conditions agreed by the Company.

Where inconsistency exists, the order of precedence shall be:

  1. Written Special Conditions
  2. Quotation
  3. These Terms
  4. Customer Purchase Order

except where expressly agreed otherwise in writing.

Customer

Means the person or legal entity purchasing Goods or Services from the Company and includes:

  • successors;
  • administrators;
  • liquidators;
  • receivers;
  • permitted assigns;
  • employees;
  • contractors;
  • authorised representatives.

Delivery

Means the point at which possession of the Goods passes in accordance with Clause 23.

Force Majeure Event

Means an event beyond the reasonable control of the Company, including but not limited to:

  • natural disasters;
  • earthquakes;
  • storms;
  • flooding;
  • fire;
  • explosions;
  • pandemic;
  • epidemic;
  • acts of terrorism;
  • war;
  • civil unrest;
  • labour disputes;
  • strikes;
  • lockouts;
  • shortages of raw materials;
  • supplier failure;
  • shipping disruption;
  • freight shortages;
  • government restrictions;
  • cyberattack;
  • utility failure;
  • machinery breakdown;
  • interruption to manufacturing.

Goods

Means every product supplied by the Company including, without limitation:

  • epoxy systems;
  • vinyl ester resins;
  • polyester resins;
  • polyurethane products;
  • methacrylate adhesives (MMA);
  • acrylic systems;
  • hardeners;
  • curing agents;
  • catalysts;
  • fillers;
  • pigments;
  • reinforcement fabrics;
  • carbon fibre;
  • fibreglass;
  • aramid;
  • core materials;
  • adhesives;
  • sealants;
  • coatings;
  • release agents;
  • mould maintenance products;
  • PPE;
  • consumables;
  • custom formulations;
  • manufactured products;
  • imported products;
  • any associated packaging or accessories.

Hazardous Product

Means any product classified as hazardous under applicable New Zealand legislation or transport regulations, including Dangerous Goods.

Intellectual Property

Includes all:

  • patents;
  • patent applications;
  • trademarks;
  • service marks;
  • copyright;
  • confidential information;
  • formulations;
  • recipes;
  • manufacturing methods;
  • product specifications;
  • drawings;
  • software;
  • databases;
  • websites;
  • technical data;
  • SDSs;
  • TDSs;
  • logos;
  • product names;
  • know-how;
  • trade secrets;
  • improvements.

PPSA

Means the Personal Property Securities Act 1999.

Services

Includes:

  • toll manufacturing;
  • contract manufacturing;
  • product formulation;
  • blending;
  • filling;
  • packaging;
  • labelling;
  • technical advice;
  • product testing;
  • warehousing;
  • research and development;
  • consulting;
  • quality assurance;
  • any associated services supplied by the Company.

Specifications

Means any written specification issued or approved by the Company relating to Goods or Services.

Terms

Means these Commercial Terms and Conditions of Sale, Supply and Manufacture, as amended from time to time in accordance with Clause 72.

  1. INTERPRETATION

In these Terms:

  1. headings are for convenience only and do not affect interpretation;
  2. words importing the singular include the plural and vice versa;
  3. references to legislation include all amendments, consolidations, substitutions and re-enactments;
  4. a reference to a person includes an individual, company, trust, partnership, joint venture, statutory body, incorporated society or other legal entity;
  5. the words including, includes and such as are to be read without limitation;
  6. where an obligation is imposed on more than one person, the obligation binds them jointly and severally;
  7. references to “written” or “in writing” include electronic communications accepted under Clause 71.
  8. APPLICATION OF THESE TERMS

3.1 Scope

These Terms apply to every quotation, order, Contract, sale, manufacture, supply and provision of Goods or Services by the Company unless expressly varied by a written agreement signed by a Director of the Company.

3.2 Exclusive Terms

These Terms are the exclusive terms upon which the Company supplies Goods and Services.

Any terms or conditions submitted by the Customer, including those contained within:

  • purchase orders;
  • procurement portals;
  • supplier registration systems;
  • credit applications;
  • standard purchasing conditions;
  • electronic ordering systems; or
  • other commercial documents,

shall have no effect unless expressly accepted in writing by the Company.

3.3 Customer Acceptance

The Customer is deemed to have accepted these Terms upon the earliest of:

  1. placing an order;
  2. accepting a quotation;
  3. requesting manufacture;
  4. accepting Delivery;
  5. making payment;
  6. opening a trade account; or
  7. otherwise dealing with the Company.

3.4 Amendments

The Company may amend these Terms from time to time.

Amended Terms shall apply to all Contracts entered into after the amended Terms are published on the Company’s website or otherwise notified to Customers.

3.5 Continuing Supply

Each order placed by the Customer constitutes a separate Contract incorporating these Terms.

  1. ENTIRE AGREEMENT

4.1 Entire Agreement

These Terms, together with any written quotation and any written special conditions agreed by the Company, constitute the entire agreement between the parties concerning the Goods and Services.

4.2 Previous Representations

The Customer acknowledges that it has not relied upon:

  • advertising;
  • catalogues;
  • brochures;
  • website content;
  • technical advice;
  • verbal statements;
  • representations made by employees or agents,

except where expressly incorporated into the Contract.

4.3 No Oral Variation

No oral statement shall vary these Terms.

Any variation must:

  • be in writing; and
  • be signed by an authorised representative of the Company.

4.4 Survival

Any provision intended by its nature to survive termination shall remain in force after completion or termination of the Contract.

  1. ACCEPTANCE OF ORDERS

5.1 Invitation to Treat

All quotations and price lists issued by the Company constitute invitations to treat only and do not create a binding obligation on the Company.

5.2 Formation of Contract

A Contract is formed only when the Company:

  • issues written acceptance of an order;
  • dispatches the Goods;
  • commences manufacture;
  • commences provision of Services,

whichever occurs first.

5.3 Right to Decline

The Company reserves the right to refuse any order at its sole discretion without liability.

Reasons may include (without limitation):

  • insufficient stock;
  • production capacity;
  • credit concerns;
  • regulatory compliance;
  • export restrictions;
  • pricing errors;
  • customer default.

5.4 Cancellation by Customer

Orders may not be cancelled without the Company’s prior written consent.

Where cancellation is accepted, the Customer shall reimburse the Company for all reasonable costs incurred up to the date of cancellation, including:

  • labour;
  • purchased raw materials;
  • production costs;
  • packaging;
  • freight;
  • administration;
  • disposal costs;
  • supplier cancellation charges.

5.5 Custom Manufactured Goods

Orders for:

  • custom formulations;
  • toll manufactured products;
  • customer-labelled products;
  • non-stock items;
  • specially imported Goods;

cannot be cancelled once production or procurement has commenced unless otherwise agreed in writing.

PART 2 – COMMERCIAL TERMS

  1. QUOTATIONS

6.1 Validity

Unless otherwise stated in writing, quotations remain valid for thirty (30) days from the date of issue.

6.2 Assumptions

Quotations are prepared based upon information available at the time of issue, including:

  • supplier pricing;
  • exchange rates;
  • freight costs;
  • raw material availability;
  • government duties;
  • taxes.

6.3 Price Changes

The Company reserves the right to revise quoted prices before acceptance where:

  • raw material costs materially increase;
  • supplier pricing changes;
  • exchange rate movements exceed 5%;
  • freight costs materially increase;
  • government taxes or duties change;
  • specifications are altered;
  • the Customer delays acceptance beyond the quotation validity period.

6.4 Pricing Errors

The Company may correct any genuine clerical, typographical, mathematical or pricing error at any time before acceptance of an order.

6.5 Technical Information

Specifications, drawings, product data, illustrations and technical information accompanying a quotation are provided for general guidance only unless expressly stated to be contractual.

  1. ORDERS

7.1 Customer Responsibility

The Customer is responsible for ensuring that all orders are:

  • complete;
  • accurate;
  • suitable for the intended application.

7.2 Order Amendments

Any request to amend an accepted order shall only take effect if agreed in writing by the Company.

The Company may charge the Customer for any reasonable costs resulting from the requested amendment.

7.3 Partial Supply

The Company may supply orders in instalments unless expressly agreed otherwise.

Each instalment constitutes a separate Contract.

7.4 Order Quantities

Manufacturing orders are subject to normal commercial production tolerances.

Unless otherwise agreed in writing, the Company may deliver up to ±5% of the ordered quantity, and the Customer shall accept and pay for the actual quantity supplied.

7.5 Forecasts

Any forecast, estimate or projection of future purchasing volumes supplied by the Customer is for planning purposes only and does not create any obligation on either party unless expressly agreed in writing.

7.6 Minimum Orders

The Company may specify minimum order quantities or minimum invoice values from time to time.

Orders below the applicable minimum may incur a handling charge or be declined.

  1. SPECIFICATIONS

8.1 Company Specifications

Unless otherwise agreed, Goods will be manufactured to the Company’s current specifications.

8.2 Customer Specifications

Where Goods are manufactured to Customer specifications, the Customer warrants that:

  • the specifications are complete and accurate;
  • they do not infringe any third-party intellectual property rights;
  • the Goods manufactured in accordance with those specifications may lawfully be supplied and used.

8.3 Approval of Artwork and Labels

Where the Customer provides artwork, labels or packaging designs, the Customer is solely responsible for reviewing and approving final proofs.

The Company shall not be liable for errors that were apparent on proofs approved by the Customer.

8.4 Changes to Specifications

The Company reserves the right to make reasonable changes to manufacturing methods, raw materials or specifications where such changes:

  • improve quality;
  • improve safety;
  • address regulatory requirements;
  • address supply chain constraints; or
  • do not materially reduce the intended performance of the Goods.
  1. PRICING

9.1 Price Basis

Unless expressly stated otherwise in writing, all prices are:

  1. quoted in New Zealand Dollars (NZD);
  2. exclusive of Goods and Services Tax (GST);
  3. exclusive of freight, insurance, packaging, customs duties, import or export charges, Dangerous Goods surcharges and other applicable taxes or levies.

9.2 Price Lists

The Company may amend its price lists at any time without prior notice.

Price list amendments do not affect accepted orders unless expressly permitted under these Terms.

9.3 Price Adjustments

The Company may adjust prices before Delivery where any of the following materially affects the cost of supply:

  • increases in raw material costs;
  • supplier price increases;
  • exchange rate fluctuations exceeding five percent (5%);
  • freight or shipping cost increases;
  • fuel surcharges;
  • customs duties;
  • regulatory changes;
  • taxes or government charges;
  • changes requested by the Customer.

9.4 Quotation Variations

Where a quotation is based upon estimated quantities or specifications, the Company reserves the right to revise pricing if actual requirements differ materially.

9.5 Packaging

Unless otherwise stated, packaging suitable for normal transport is included.

Special packaging, export packaging, pallets, returnable containers or customer-specific packaging shall be charged separately.

  1. TAXES, DUTIES AND GOVERNMENT CHARGES

10.1 GST

GST shall be payable in addition to all prices where applicable.

10.2 Other Charges

The Customer shall pay all:

  • customs duties;
  • import charges;
  • export charges;
  • environmental levies;
  • product stewardship levies;
  • recycling charges;
  • government fees;

applicable to the Goods unless expressly agreed otherwise.

10.3 Withholding Taxes

If any law requires withholding from payments due to the Company, the Customer shall increase the payment so the Company receives the full amount it would have received had no withholding applied, unless prohibited by law.

  1. PAYMENT

11.1 Standard Terms

Unless otherwise agreed in writing:

  • cash sales are payable in full prior to dispatch;
  • approved trade accounts are payable on the 20th day of the month following the invoice date.

11.2 Time of Payment

Time for payment is of the essence.

11.3 Method of Payment

Payment shall be made by one of the methods approved by the Company, including:

  • electronic funds transfer;
  • direct credit;
  • approved credit card;
  • other methods approved by the Company.

11.4 No Set-Off

The Customer shall not:

  • deduct;
  • withhold;
  • offset;
  • counterclaim; or
  • reduce

any payment due to the Company unless required by law or agreed in writing.

11.5 Allocation of Payments

The Company may allocate payments received against any outstanding invoice or debt at its discretion.

  1. CREDIT FACILITIES

12.1 Credit Approval

Credit facilities are granted entirely at the Company’s discretion.

12.2 Review

The Company may review or amend any credit facility at any time.

12.3 Security

The Company may require:

  • directors’ guarantees;
  • bank guarantees;
  • deposits;
  • PPSA security;
  • advance payments;
  • other security reasonably required.

12.4 Financial Information

Upon request, the Customer shall provide current financial information reasonably required by the Company to assess ongoing creditworthiness.

12.5 Suspension

The Company may suspend credit immediately where it reasonably believes:

  • payment may not be made when due;
  • the Customer’s financial position has materially deteriorated;
  • the Customer has exceeded its credit limit;
  • there has been a material adverse change in the Customer’s business.
  1. OVERDUE ACCOUNTS

13.1 Default Interest

Without prejudice to any other rights, overdue amounts may incur interest at the rate of 2.0% per month, calculated daily and compounded monthly, or the maximum rate permitted by law, whichever is lower.

13.2 Administrative Charges

The Company may charge reasonable administration fees in relation to overdue accounts.

13.3 Suspension of Supply

The Company may suspend manufacture, delivery or further supply until all overdue amounts have been paid.

13.4 Acceleration

Upon default, all monies owing by the Customer become immediately due and payable.

  1. DEBT RECOVERY

14.1 Recovery Costs

The Customer shall indemnify the Company for all reasonable costs incurred in recovering overdue amounts, including:

  • legal costs on a solicitor-client basis where recoverable by law;
  • debt collection agency fees;
  • tracing fees;
  • court filing fees;
  • enforcement costs;
  • receiver costs;
  • process server fees.

14.2 Enforcement

The Company may commence legal proceedings at any time without prior notice where payment remains outstanding.

  1. SECURITY

15.1 Continuing Security

Any security held by the Company secures:

  • the current Contract;
  • all future Contracts;
  • all present and future indebtedness.

15.2 Additional Security

The Company may require additional security where it reasonably believes existing security has become inadequate.

15.3 Preservation of Rights

Acceptance of partial payment shall not prejudice the Company’s right to recover the balance owing.

  1. PERSONAL PROPERTY SECURITIES ACT 1999 (PPSA)

16.1 Security Interest

The Customer grants the Company a continuing security interest in all Goods supplied and their proceeds to secure payment of all amounts owing.

16.2 Registration

The Company may register one or more financing statements under the PPSA.

The Customer shall promptly execute all documents and do all things reasonably required to:

  • register;
  • perfect;
  • maintain; and
  • enforce

the Company’s security interest.

16.3 Waiver

To the extent permitted by the PPSA, the Customer waives the right to receive:

  • a copy of any financing statement;
  • a verification statement under section 148;
  • notices under sections 114, 116, 120, 121, 125, 129, 131 and 133 of the PPSA, where such rights may lawfully be waived.

16.4 Proceeds

The Company’s security interest extends to all proceeds derived from the sale or disposal of the Goods.

16.5 Priority

The Customer shall not grant any competing security interest that would adversely affect the priority of the Company’s security interest.

  1. CUSTOMER SOLVENCY

The Customer warrants that, at the time of each order:

  • it is solvent;
  • it is able to pay its debts as they fall due;
  • no application has been made for liquidation, receivership, administration or bankruptcy;
  • it has not entered into any arrangement with creditors likely to affect its ability to perform its obligations under these Terms.

The Customer shall immediately notify the Company of any material adverse change to its financial position.

PART 3 – DELIVERY, FREIGHT, RISK AND TITLE

  1. DELIVERY

18.1 Delivery Dates

Any delivery date or manufacturing completion date provided by the Company is an estimate only.

Unless expressly agreed in writing, time is not of the essence.

18.2 No Liability for Delay

The Company shall not be liable for any loss, damage, cost or expense arising from delayed delivery, regardless of the cause, including delays arising from:

  • raw material shortages;
  • supplier delays;
  • freight delays;
  • customs clearance;
  • port congestion;
  • labour shortages;
  • manufacturing interruptions;
  • Force Majeure Events.

18.3 Customer Delay

Where the Customer requests that Delivery be delayed, or otherwise fails to accept Delivery when due:

  1. the Goods shall be deemed delivered on the date they are first made available;
  2. risk shall immediately pass to the Customer;
  3. storage and insurance charges may be charged by the Company.

18.4 Collection

Where Goods are supplied on an “ex works” or collection basis, Delivery occurs when the Company notifies the Customer that the Goods are available for collection.

  1. PARTIAL DELIVERIES

19.1 Right to Deliver in Instalments

The Company may deliver Goods in one or more instalments.

19.2 Separate Contracts

Each instalment constitutes a separate Contract.

19.3 Non-Delivery of Instalment

Failure to deliver one instalment shall not entitle the Customer to reject any other instalment.

19.4 Payment

The Customer shall pay for each instalment in accordance with these Terms.

  1. FREIGHT

20.1 Freight Charges

Unless otherwise agreed in writing:

  • freight charges;
  • Dangerous Goods surcharges;
  • fuel surcharges;
  • rural delivery charges;
  • tail-lift charges;
  • urgent freight;
  • redelivery charges;
  • demurrage;

shall be payable by the Customer.

20.2 Carrier Selection

The Company may select the carrier unless the Customer specifies otherwise.

20.3 Freight Estimates

Quoted freight charges are estimates only.

Actual freight costs incurred may be charged where they differ materially from estimates.

20.4 Delivery Access

The Customer must ensure safe and suitable access for delivery vehicles.

Additional costs resulting from restricted access, waiting time or failed deliveries shall be payable by the Customer.

  1. EXPORT SALES

21.1 Export Documentation

Where Goods are exported, the Company may provide export documentation as agreed.

The Customer is responsible for obtaining any additional licences, permits or approvals required in the destination country unless otherwise agreed.

21.2 Import Compliance

The Customer warrants that it has satisfied itself that the Goods comply with all applicable laws in the destination country.

21.3 Customs Delays

The Company accepts no responsibility for delays arising from customs inspections, border controls or regulatory approvals.

21.4 Duties and Taxes

Unless expressly agreed otherwise, the Customer is responsible for all import duties, taxes, customs charges and local regulatory fees.

  1. INCOTERMS® 2020

22.1 Application

Where the parties agree that an Incoterm applies, the applicable Incoterm shall be interpreted in accordance with the Incoterms® 2020 Rules published by the International Chamber of Commerce.

22.2 Priority

Where an Incoterm conflicts with these Terms, the agreed Incoterm prevails only to the extent of that conflict.

22.3 No Automatic Application

Incoterms® do not apply unless expressly stated in writing on the quotation, order acknowledgement or invoice.

  1. RISK

23.1 Transfer of Risk

Risk in the Goods passes to the Customer upon the earlier of:

  1. Delivery to the Customer;
  2. Delivery to the Customer’s carrier;
  3. Collection by the Customer;
  4. the Goods being made available for collection following notification.

23.2 Storage at Customer Request

Where Goods remain in the Company’s possession solely at the Customer’s request, all risk passes to the Customer from the date the Goods were originally available for Delivery.

23.3 Insurance

Following transfer of risk, the Customer is responsible for maintaining adequate insurance over the Goods.

  1. RETENTION OF TITLE

24.1 Ownership

Legal and beneficial ownership of the Goods remains with the Company until:

  1. all monies owing by the Customer to the Company have been paid in full; and
  2. all other obligations owed by the Customer to the Company have been fully performed.

24.2 Bailment

Until ownership passes, the Customer holds the Goods as bailee for the Company.

24.3 Identification

The Customer must:

  • keep the Goods separately identifiable where reasonably practicable;
  • maintain all original labels;
  • not remove identifying marks;
  • keep appropriate inventory records identifying the Goods.

24.4 Sale Before Payment

The Customer may resell the Goods in the ordinary course of business before ownership passes, provided that:

  1. the Customer does so as principal and not as agent for the Company;
  2. the proceeds of sale are held on trust for the Company to the extent of any unpaid amount owing;
  3. the Customer promptly accounts to the Company for those proceeds upon request.

24.5 Processing of Goods

Where the Goods are mixed, processed or incorporated into other products before ownership passes, the Company’s security interest shall continue in the Goods and any resulting products to the extent permitted by law.

  1. REPOSSESSION

25.1 Right of Entry

Where the Customer is in default, the Company may, to the extent permitted by law, enter any premises where it reasonably believes the Goods are located for the purpose of inspecting or recovering the Goods.

25.2 Customer Assistance

The Customer shall provide all reasonable assistance to enable recovery of the Goods.

25.3 Costs

The Customer shall reimburse the Company for all reasonable costs incurred in exercising its rights under this clause, including transport, storage and legal enforcement costs where recoverable by law.

  1. INSPECTION AND ACCEPTANCE

26.1 Inspection

The Customer must inspect the Goods immediately upon Delivery.

26.2 Notification of Defects

The Customer must notify the Company in writing of:

  • shortages;
  • visible damage;
  • incorrect Goods;
  • packaging defects; or
  • apparent manufacturing defects,

within seven (7) days of Delivery.

26.3 Latent Defects

Where a defect could not reasonably have been identified on inspection, the Customer must notify the Company promptly upon discovery and provide all reasonable information to enable investigation.

26.4 Deemed Acceptance

The Goods shall be deemed accepted if the Customer:

  • uses the Goods;
  • alters the Goods;
  • incorporates the Goods into another product;
  • resells the Goods; or
  • fails to notify the Company within the applicable claim period.

26.5 Preservation of Evidence

The Customer shall preserve the affected Goods, packaging and batch identification pending investigation. The Company may decline a claim where this prevents a proper assessment.

  1. MANUFACTURING SERVICES

27.1 Scope of Services

The Company may provide one or more of the following services:

  • Contract manufacturing;
  • Toll manufacturing;
  • Product formulation;
  • Custom blending;
  • Resin mixing;
  • Chemical processing;
  • Batch manufacture;
  • Filling and packaging;
  • Labelling;
  • Product development;
  • Warehousing;
  • Quality assurance;
  • Technical support; and
  • Any ancillary services agreed in writing.

Unless expressly agreed, the Company does not undertake responsibility for the Customer’s product design, engineering, regulatory approvals or end-use application.

27.2 Manufacturing Standard

The Company shall manufacture Goods using reasonable skill, care and industry accepted practices.

Unless expressly agreed otherwise, manufacture shall be undertaken in accordance with the Company’s internal quality procedures.

27.3 Production Scheduling

Manufacturing schedules are estimates only.

Production priorities may change due to:

  • customer demand;
  • equipment maintenance;
  • raw material availability;
  • regulatory requirements;
  • emergency production;
  • Force Majeure Events.

The Company shall use reasonable endeavours to meet agreed production schedules but does not guarantee manufacturing completion dates.

27.4 Manufacturing Capacity

The Company reserves the right to decline, delay or reschedule manufacturing where available production capacity is exceeded.

  1. TOLL MANUFACTURING

28.1 Customer-Owned Materials

Where the Customer supplies raw materials, packaging or components, the Customer warrants that they:

  • comply with all applicable laws;
  • are correctly identified;
  • are suitable for their intended purpose;
  • are free from contamination;
  • are accompanied by all required technical documentation and Safety Data Sheets.

28.2 Incoming Inspection

The Company may inspect Customer-supplied materials upon receipt.

Inspection does not constitute acceptance of quality or suitability.

28.3 Contaminated Materials

Where Customer materials are contaminated, incorrectly labelled or unsuitable for manufacture, the Company may:

  • reject the materials;
  • suspend manufacture;
  • return the materials at the Customer’s expense;
  • safely dispose of the materials where necessary.

The Customer shall indemnify the Company against all reasonable costs arising from contaminated or non-compliant materials.

28.4 Loss of Customer Materials

The Company shall exercise reasonable care while Customer-owned materials are in its possession.

Except where caused by the Company’s negligence or wilful misconduct, the Company shall not be liable for loss or deterioration arising from:

  • ageing;
  • moisture absorption;
  • chemical instability;
  • improper packaging supplied by the Customer;
  • latent defects in the materials.

28.5 Disposal

Where Customer-owned materials remain uncollected for more than ninety (90) days after written notice, the Company may dispose of them in accordance with applicable legislation and recover its reasonable costs.

  1. PRODUCT SPECIFICATIONS

29.1 Company Specifications

Goods shall be manufactured to the Company’s current published specification unless otherwise agreed in writing.

29.2 Customer Specifications

Where manufacture is undertaken to Customer specifications, the Customer warrants that:

  • the specifications are complete;
  • they are technically suitable;
  • they do not infringe third-party intellectual property rights;
  • they comply with all applicable legislation.

The Company shall not be responsible for defects arising solely from Customer specifications.

29.3 Specification Changes

The Company may amend manufacturing specifications where necessary to:

  • improve product quality;
  • improve safety;
  • comply with legislation;
  • address raw material discontinuation;
  • improve manufacturing efficiency.

Where a change materially affects product performance, the Company shall notify the Customer where reasonably practicable.

29.4 Regulatory Changes

The Company may modify the formulation, specification, packaging, labelling or other characteristics of the Goods where reasonably necessary to comply with any change in applicable legislation, regulations, regulatory guidance or industry standards.

Unless expressly agreed in writing, the Company shall not be responsible for retrospectively modifying, replacing, recalling or relabelling Goods manufactured or supplied before the effective date of such legislative or regulatory change, provided those Goods complied with the applicable legal requirements at the time of manufacture or supply.

Where a legislative or regulatory change materially affects the continued supply of the Goods, the Company may suspend manufacture or supply until appropriate modifications have been implemented

29.5 Regulatory Compliance Review

The Company may review and amend product formulations, labels, Safety Data Sheets (SDS), Technical Data Sheets (TDS), packaging or manufacturing processes at any time to maintain compliance with applicable legislation or regulatory requirements. Such changes shall not constitute a defect or breach of contract provided the Goods continue to substantially perform their intended purpose.

For Adhesive Technologies, this is particularly valuable because you regularly deal with:

  • EPA / HSNO classification changes
  • GHS updates
  • Transport of Dangerous Goods changes
  • International REACH or export requirements
  • Supplier raw material reclassifications
  • Label changes
  • SDS revisions

 

  1. MANUFACTURING TOLERANCES

The Customer acknowledges that commercial manufacture involves accepted tolerances.

Unless otherwise agreed in writing, reasonable variations may occur in:

  • colour;
  • viscosity;
  • density;
  • gloss;
  • hardness;
  • cure speed;
  • gel time;
  • exotherm;
  • packaging weight;
  • fill volume;
  • moisture content;
  • appearance.

Such variations do not constitute defects provided the Goods substantially comply with the applicable specification.

  1. QUALITY ASSURANCE

31.1 Quality System

The Company maintains internal quality assurance procedures appropriate to its operations.

Compliance with any particular quality standard (including ISO standards) applies only where expressly agreed in writing.

31.2 Testing

The Company may conduct quality control testing on production batches using methods selected by the Company.

31.3 Test Results

Quality control results apply only to the tested sample and do not constitute a guarantee of future performance under differing conditions.

31.4 Retesting

Where a Customer disputes quality test results, the Company may require testing by an independent laboratory agreed by both parties.

Unless the original results are shown to be materially incorrect, the Customer shall bear the reasonable cost of such testing.

  1. CERTIFICATE OF ANALYSIS (CoA)

Where requested and available, the Company may provide a Certificate of Analysis for a production batch.

Unless otherwise stated:

  • a CoA relates only to the tested batch;
  • a CoA is issued for information purposes;
  • a CoA does not extend or create any warranty beyond these Terms.
  1. BATCH TRACEABILITY

33.1 Batch Identification

The Customer shall retain batch numbers for all Goods supplied.

33.2 Records

Commercial Customers shall maintain records sufficient to identify:

  • batch numbers;
  • invoice numbers;
  • date of use;
  • location of use;
  • products into which the Goods were incorporated.

Such records shall be retained for at least seven (7) years.

33.3 Recall Support

The Customer shall provide reasonable assistance in tracing affected batches where required for product investigations or recalls.

  1. PACKAGING

Unless otherwise agreed:

  • packaging remains the property of the Company until paid for;
  • returnable containers remain the property of the Company;
  • specialised packaging may be separately charged;
  • export packaging may differ from domestic packaging.

The Customer shall inspect packaging upon Delivery.

  1. LABELLING

Where Goods are supplied under the Customer’s branding:

The Customer warrants that:

  • all artwork has been approved;
  • all regulatory statements are correct;
  • all trademarks are lawfully used.

The Company shall not be liable for errors in Customer-approved artwork unless caused by the Company’s failure to follow the approved proof.

  1. SHELF LIFE

Shelf life commences on the date of manufacture unless otherwise stated.

Shelf life applies only where Goods have been stored in accordance with the Company’s published recommendations.

The Company gives no warranty in respect of Goods used after expiry of their stated shelf life.

  1. STORAGE

The Customer shall store Goods:

  • in accordance with the applicable Safety Data Sheet;
  • in accordance with the applicable Technical Data Sheet;
  • in unopened original packaging where practicable;
  • within recommended temperature limits;
  • protected from moisture, contamination and direct sunlight.

Failure to comply with these requirements may void any applicable warranty.

  1. CUSTOMER APPROVAL OF FIRST PRODUCTION

Where requested by the Company or agreed between the parties, the first production batch shall be treated as an approval batch.

The Customer shall inspect and approve or reject the batch within ten (10) Business Days.

If no written rejection is received within that period, the batch shall be deemed approved and subsequent production may proceed on the same basis.

  1. TECHNICAL ADVICE

39.1 General

The Company may provide technical advice, recommendations, calculations, design assistance, product selection guidance, application advice, training or other technical information (“Technical Advice”) in relation to the Goods.

Unless expressly agreed in writing, all Technical Advice is provided in good faith based on information available to the Company at the time.

39.2 Information Only

Technical Advice is provided for guidance only and does not constitute:

  • engineering certification;
  • design approval;
  • professional engineering services;
  • architectural advice;
  • regulatory approval;
  • project-specific certification.

39.3 Customer Responsibility

The Customer remains solely responsible for determining whether the Goods are suitable for the Customer’s intended purpose, manufacturing process and service environment.

39.4 Changes to Advice

The Company may revise Technical Advice where new testing, regulatory requirements or product improvements become available.

  1. PRODUCT SUITABILITY

40.1 Customer Assessment

The Customer acknowledges that it has independently assessed the suitability of the Goods for its intended application.

40.2 Trial Requirements

Before commercial production or critical applications, the Customer shall conduct appropriate:

  • laboratory testing;
  • production trials;
  • adhesion testing;
  • compatibility testing;
  • durability testing;
  • environmental testing,

sufficient to confirm that the Goods are suitable for the intended use.

40.3 No Guarantee of Fitness

Except where expressly agreed in writing or required by law, the Company does not warrant that any Goods are suitable for any particular purpose.

  1. APPLICATION CONDITIONS

41.1 Performance Variables

The Customer acknowledges that product performance may be affected by factors outside the Company’s control, including:

  • ambient temperature;
  • substrate temperature;
  • humidity;
  • dew point;
  • wind conditions;
  • contamination;
  • substrate preparation;
  • application method;
  • equipment settings;
  • operator skill;
  • cure schedule;
  • post-curing;
  • storage conditions.

41.2 Responsibility

The Company shall not be liable for loss arising from unsuitable application conditions.

  1. EPOXY, RESIN AND CHEMICAL SYSTEMS

42.1 Variable Performance

The Customer acknowledges that epoxy, polyester, vinyl ester, polyurethane, acrylic, methacrylate and other reactive chemical systems may exhibit variations in:

  • pot life;
  • gel time;
  • cure rate;
  • exotherm;
  • viscosity;
  • hardness;
  • colour;
  • flexibility;
  • gloss;
  • shrinkage.

Such variations may occur due to environmental conditions, raw material characteristics or manufacturing tolerances and do not necessarily indicate a defect.

42.2 Published Data

Published technical data represents typical laboratory values obtained under controlled conditions and should not be interpreted as guaranteed performance under all service conditions.

  1. MIXING, CATALYSTS AND HARDENERS

43.1 Correct Mixing

The Customer is responsible for ensuring that all products requiring mixing are accurately proportioned and thoroughly mixed in accordance with the Company’s written instructions.

43.2 Measuring Equipment

The Customer shall use suitable measuring and dispensing equipment that is properly calibrated for the intended application.

43.3 Incorrect Ratios

The Company accepts no responsibility for product performance where incorrect catalyst, hardener or mixing ratios are used.

43.4 Pot Life

Pot life commences immediately after mixing and may vary depending on:

  • batch size;
  • ambient temperature;
  • material temperature;
  • mixing efficiency;
  • container geometry.

Published pot life values are indicative only.

  1. COMPATIBILITY WITH OTHER PRODUCTS

44.1 Third-Party Products

Unless expressly confirmed in writing by the Company, no representation is made that the Goods are compatible with products supplied by third parties.

44.2 Customer Responsibility

Where the Customer combines the Goods with other materials, the Customer is solely responsible for determining compatibility.

44.3 No Warranty

The Company excludes all liability for loss arising from incompatibility between the Goods and third-party products, except to the extent required by law.

  1. SUBSTRATE PREPARATION

The Customer is responsible for ensuring that all substrates are:

  • structurally sound;
  • clean;
  • dry;
  • free of contaminants;
  • correctly prepared in accordance with accepted industry practice and the Company’s published recommendations.

The Company shall not be liable for failures caused by inadequate substrate preparation.

  1. ENVIRONMENTAL EXPOSURE

The long-term performance of chemical products may be affected by exposure to:

  • ultraviolet radiation;
  • moisture;
  • salt water;
  • fresh water immersion;
  • chemicals;
  • fuels;
  • solvents;
  • acids;
  • alkalis;
  • elevated temperatures;
  • cyclic loading;
  • abrasion.

The Customer is responsible for determining whether the Goods are suitable for the anticipated service environment.

  1. STRUCTURAL APPLICATIONS

Where the Goods are used in structural applications, including but not limited to marine vessels, buildings, bridges, infrastructure or load-bearing components:

  1. the Customer shall obtain appropriate engineering advice;
  2. the Company does not warrant the structural adequacy of any design;
  3. responsibility for design and engineering remains with the Customer or its professional advisers.
  4. SPECIALISED APPLICATIONS

Unless expressly approved in writing by the Company, the Goods are not intended for use in:

  • life-support systems;
  • implantable medical devices;
  • nuclear facilities;
  • military weapons systems;
  • aerospace flight-critical components;
  • any application where failure could reasonably be expected to result in death, serious injury or significant environmental harm.

Any such use is entirely at the Customer’s risk.

  1. PRODUCT MODIFICATIONS

The Customer shall not modify, reformulate or alter the Goods without the Company’s prior written approval.

Where the Customer modifies the Goods:

  • all warranties cease;
  • the Company accepts no liability for the modified product;
  • the Customer assumes full responsibility for regulatory compliance and performance.
  1. CUSTOMER QUALITY CONTROL

The Customer shall maintain quality control procedures appropriate to its operations, including where applicable:

  • incoming goods inspection;
  • batch traceability;
  • process controls;
  • equipment calibration;
  • production records;
  • finished product inspection.

The Company shall not be responsible for failures resulting from deficiencies in the Customer’s quality management systems.

  1. PRODUCT WARRANTIES

51.1 Limited Warranty

Subject to these Terms and to the maximum extent permitted by law, the Company warrants that, at the time of Delivery:

  1. the Goods have been manufactured using reasonable skill and care;
  2. the Goods substantially comply with the applicable Company specification current at the date of manufacture;
  3. the Goods are free from material defects in workmanship and manufacture.

51.2 Exclusive Warranty

The warranty contained in this clause is the only contractual warranty provided by the Company unless otherwise expressly agreed in writing.

51.3 No Additional Warranties

Except as required by law, all other warranties, guarantees, representations and conditions, whether express, implied or statutory, are excluded to the fullest extent permitted by law.

Without limitation, the Company excludes any implied warranties relating to:

  • merchantable quality;
  • fitness for purpose;
  • compatibility;
  • uninterrupted performance;
  • commercial success;
  • design suitability.
  1. WARRANTY EXCLUSIONS

Without limiting any other provision of these Terms, the Company shall have no liability where any defect or failure arises from:

  • incorrect storage;
  • expired shelf life;
  • freezing or overheating;
  • contamination;
  • moisture ingress after Delivery;
  • incorrect catalyst or hardener ratios;
  • inaccurate weighing;
  • poor mixing;
  • incorrect application;
  • excessive film thickness;
  • insufficient film thickness;
  • inadequate curing;
  • lack of post-curing;
  • substrate contamination;
  • incompatible primers;
  • incompatible topcoats;
  • incompatible fillers;
  • incompatible reinforcement materials;
  • incompatible third-party products;
  • normal wear and tear;
  • ultraviolet degradation where not specifically warranted;
  • chemical attack outside published resistance data;
  • customer modification;
  • customer reformulation;
  • customer relabelling affecting regulatory compliance;
  • improper transport or storage by the Customer.
  1. CUSTOMER WARRANTIES

The Customer warrants that:

  1. it possesses sufficient knowledge and expertise to safely use the Goods or has obtained appropriate professional advice;
  2. all users of the Goods are appropriately trained;
  3. all applicable Safety Data Sheets have been reviewed before use;
  4. all Goods will be handled in accordance with applicable legislation;
  5. all recommended testing has been completed before commercial use;
  6. the Goods will not be used in applications outside their intended purpose without prior written approval from the Company.
  7. CONSUMER GUARANTEES ACT 1993

54.1 Business Customers

Where the Customer acquires Goods or Services for the purposes of a business, the parties agree that:

  • the Consumer Guarantees Act 1993 does not apply; and
  • they contract out of the Consumer Guarantees Act 1993 in accordance with section 43.

54.2 Consumers

Nothing in these Terms limits or excludes any rights that cannot lawfully be excluded where the Customer acquires Goods for personal, domestic or household use.

  1. FAIR TRADING ACT 1986

To the extent permitted by sections 5D and 5E of the Fair Trading Act 1986, the parties agree that sections 9, 12A and 13 of that Act do not apply to any business-to-business transaction governed by these Terms.

Nothing in this clause affects any statutory rights that cannot lawfully be excluded.

  1. LIMITATION OF LIABILITY

56.1 Maximum Liability

To the fullest extent permitted by law, the Company’s total aggregate liability arising out of or in connection with any Contract, whether in contract, tort (including negligence), equity, statute or otherwise, shall not exceed the lesser of:

  1. the amount paid by the Customer for the specific Goods or Services giving rise to the claim; or
  2. the cost, at the Company’s option, of:
  • replacing the Goods;
  • repairing the Goods (where applicable);
  • re-performing the relevant Services; or
  • refunding the purchase price.

56.2 Excluded Losses

To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, special, exemplary, punitive or consequential loss or damage, including but not limited to:

  • loss of profit;
  • loss of revenue;
  • loss of production;
  • business interruption;
  • downtime;
  • vessel downtime;
  • manufacturing delays;
  • contract losses;
  • loss of goodwill;
  • financing costs;
  • labour costs;
  • removal costs;
  • installation costs;
  • replacement costs;
  • transport costs;
  • storage costs;
  • environmental remediation costs;
  • penalties payable to third parties.

56.3 Cumulative Liability

Multiple claims arising from the same event or series of related events shall be treated as a single claim for the purposes of this clause.

56.4 Time Limit

No claim may be brought against the Company more than twelve (12) months after the earlier of:

  • Delivery of the Goods; or
  • completion of the Services,

except where a longer period is required by law.

  1. CUSTOMER INDEMNITY

The Customer indemnifies and holds harmless the Company, its directors, officers, employees and agents from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable legal costs where recoverable by law) arising from:

  • misuse of the Goods;
  • failure to follow the Company’s instructions;
  • incorrect application;
  • modification of the Goods;
  • incorporation of the Goods into defective products;
  • breach of these Terms;
  • negligence or unlawful acts of the Customer;
  • infringement of third-party intellectual property arising from Customer specifications;
  • failure to comply with applicable health, safety or environmental legislation.

This indemnity survives termination of the Contract.

  1. PRODUCT RECALL

58.1 Notification

The Customer shall immediately notify the Company if it becomes aware of any issue that may affect the safety, quality or regulatory compliance of the Goods.

58.2 Cooperation

The Customer shall provide all reasonable assistance required by the Company in connection with any investigation, corrective action or product recall.

58.3 Traceability

The Customer shall maintain records sufficient to identify:

  • batch numbers;
  • invoice numbers;
  • customers supplied;
  • quantities supplied;
  • dates of supply.

58.4 Recall Costs

Where a recall results from:

  • misuse of the Goods;
  • incorrect storage;
  • unauthorised modification;
  • incorrect application;
  • Customer negligence; or
  • breach of these Terms,

the Customer shall reimburse the Company for all reasonable costs incurred in relation to that recall.

58.5 Public Statements

The Customer shall not issue any public statement, media release or regulatory notification relating to the Goods without first consulting the Company, unless immediate disclosure is required by law.

  1. INSURANCE

Commercial Customers are responsible for maintaining insurance appropriate to the nature of their business and the risks associated with their use of the Goods.

Where reasonably requested by the Company, the Customer shall provide evidence of such insurance.

  1. MITIGATION OF LOSS

The Customer shall take all reasonable steps to minimise any loss arising from an alleged defect in the Goods or Services.

The Company shall not be liable for any loss that could reasonably have been avoided through timely mitigation.

Solicitor’s drafting recommendation

At this point, I would make one significant improvement that is often overlooked in SME terms but common in multinational chemical companies: include a separate Part 7 – Regulatory Compliance, Product Stewardship and ESG.

This would cover:

  • HSWA 2015 obligations;
  • Hazardous substances compliance;
  • Product stewardship responsibilities;
  • Environmental reporting;
  • Export controls and sanctions;
  • Anti-bribery and anti-corruption;
  • Modern slavery compliance (where relevant);
  • REACH and RoHS statements for export markets.

Including this section will better position Adhesive Technologies for supplying larger commercial customers, government agencies and international markets, as these topics are increasingly incorporated into procurement requirements and supplier due diligence.

  1. REGULATORY COMPLIANCE

61.1 General Compliance

The Customer shall comply with all applicable laws, regulations, standards, codes of practice and regulatory requirements relating to the purchase, transport, storage, handling, use and disposal of the Goods.

61.2 New Zealand Legislation

Without limitation, the Customer shall comply with all applicable New Zealand legislation, including where relevant:

  • Health and Safety at Work Act 2015;
  • Hazardous Substances and New Organisms Act 1996 (HSNO);
  • Hazardous Products Regulations;
  • Land Transport Rule: Dangerous Goods;
  • Resource Management Act (or any replacement legislation);
  • Privacy Act 2020;
  • Consumer Guarantees Act 1993;
  • Fair Trading Act 1986.

61.3 Overseas Requirements

Where Goods are exported, the Customer is solely responsible for ensuring compliance with all legislation applicable within the destination country unless expressly agreed otherwise in writing.

  1. HAZARDOUS PRODUCTS

62.1 Customer Responsibilities

The Customer shall ensure that all hazardous Goods are:

  • stored safely;
  • transported lawfully;
  • handled by appropriately trained personnel;
  • used only in accordance with the applicable Safety Data Sheet (SDS).

62.2 Safety Data Sheets

The Company shall make current SDSs available for hazardous Goods.

The Customer shall ensure that all persons handling the Goods have access to the current SDS before use.

62.3 Personal Protective Equipment

The Customer shall ensure that appropriate personal protective equipment (PPE) is used whenever required by the SDS or applicable legislation.

62.4 Storage

The Customer is responsible for ensuring that storage facilities comply with all applicable legislative requirements and manufacturer recommendations.

  1. PRODUCT STEWARDSHIP

63.1 Responsible Use

The Customer acknowledges that safe use of chemical products requires appropriate:

  • storage;
  • handling;
  • transport;
  • disposal;
  • employee training;
  • risk assessment.

63.2 Customer Responsibilities

The Customer shall ensure that its employees, contractors and agents receive appropriate instruction regarding the safe handling and use of the Goods.

63.3 Waste

The Customer is responsible for the lawful disposal of:

  • unused product;
  • contaminated packaging;
  • waste resin;
  • contaminated solvents;
  • waste hardeners;
  • cleaning materials.
  1. ENVIRONMENTAL COMPLIANCE

64.1 Environmental Obligations

The Customer shall comply with all applicable environmental legislation.

64.2 Spill Response

The Customer shall maintain suitable spill response procedures for hazardous Goods where required by law.

64.3 Environmental Damage

The Company shall not be liable for environmental contamination occurring after Delivery except to the extent directly caused by a defect in the Goods or the Company’s negligence.

  1. EXPORT CONTROLS AND SANCTIONS

65.1 Export Laws

The Customer shall comply with all applicable export control laws.

65.2 Restricted Countries

The Customer shall not export or re-export the Goods to any country or end-user where doing so would breach:

  • New Zealand law;
  • United Nations sanctions;
  • applicable international trade sanctions binding on the transaction.

65.3 End Use

Where requested by the Company, the Customer shall provide information regarding the intended destination and end use of exported Goods.

  1. ANTI-BRIBERY AND ANTI-CORRUPTION

The Customer warrants that neither it nor any person acting on its behalf will:

  • offer;
  • promise;
  • give;
  • request;
  • receive

any improper payment, gift or other benefit in connection with any Contract with the Company.

Any material breach of this clause entitles the Company to terminate the Contract immediately.

  1. ETHICAL BUSINESS PRACTICES

The Company is committed to conducting business ethically and expects its commercial customers to operate in a lawful and responsible manner.

Where reasonably requested, the Customer shall provide information demonstrating compliance with applicable workplace, environmental and ethical standards relevant to the Goods supplied.

  1. PRODUCT RESTRICTIONS

Unless expressly agreed in writing, the Goods are not intended for use in:

  • implantable medical devices;
  • human tissue contact;
  • pharmaceutical manufacture;
  • nuclear facilities;
  • weapons systems;
  • life-support equipment;
  • aerospace flight-critical applications.

The Customer assumes all responsibility for any unauthorised use in such applications.

PART 8 – INTELLECTUAL PROPERTY AND CONFIDENTIALITY

  1. INTELLECTUAL PROPERTY

69.1 Ownership

All Intellectual Property owned, developed or licensed by the Company remains the exclusive property of the Company.

This includes, without limitation:

  • formulations;
  • recipes;
  • manufacturing methods;
  • technical know-how;
  • trade secrets;
  • product names;
  • trademarks;
  • logos;
  • designs;
  • packaging;
  • SDSs;
  • TDSs;
  • specifications;
  • software;
  • databases;
  • website content;
  • marketing material.

69.2 No Transfer

Nothing in these Terms transfers ownership of any Intellectual Property to the Customer.

69.3 Limited Licence

The Customer is granted a non-exclusive, non-transferable licence to use the Goods in accordance with these Terms.

No licence is granted to reproduce or exploit the Company’s Intellectual Property except as expressly agreed in writing.

  1. CUSTOM FORMULATIONS

Unless otherwise agreed in writing:

  • all formulations developed by the Company remain the Company’s Intellectual Property;
  • all improvements developed by the Company remain the Company’s Intellectual Property;
  • manufacturing processes remain confidential.

Where ownership of a custom formulation is intended to vest in the Customer, this must be expressly stated in a separate written agreement.

  1. REVERSE ENGINEERING

The Customer shall not:

  • analyse;
  • reverse engineer;
  • decompile;
  • reproduce;
  • copy;
  • commercially exploit

any proprietary formulation, manufacturing process or confidential information of the Company except to the extent expressly permitted by law.

  1. CONFIDENTIAL INFORMATION

Each party shall keep confidential all commercial, technical and financial information received from the other party that is identified as confidential or would reasonably be regarded as confidential.

This obligation survives termination of the Contract.

Confidential information may be disclosed only:

  • with the other party’s written consent;
  • where required by law;
  • to professional advisers who are subject to confidentiality obligations.
  1. CUSTOMER INTELLECTUAL PROPERTY

The Customer warrants that any artwork, specifications, formulations, labels or other materials supplied by it do not infringe the Intellectual Property rights of any third party.

The Customer indemnifies the Company against all claims arising from any alleged infringement resulting from Customer-supplied materials.

  1. PRIVACY

74.1 Collection of Information

The Company may collect, hold, use and disclose personal information for the purposes of:

  • supplying Goods and Services;
  • administering customer accounts;
  • assessing creditworthiness;
  • recovering debts;
  • complying with legal obligations;
  • improving products and services;
  • managing warranties, recalls and customer support.

74.2 Privacy Act

The Company will collect, store and disclose personal information in accordance with the Privacy Act 2020.

74.3 Credit Information

The Customer authorises the Company to obtain and exchange credit information with:

  • credit reporting agencies;
  • trade referees;
  • financial institutions;
  • debt collection agencies;
  • insurers,

for lawful business purposes.

74.4 Marketing

The Company may send product updates, technical bulletins and promotional material to the Customer unless the Customer requests otherwise.

  1. CYBERSECURITY AND PAYMENT FRAUD

75.1 Bank Account Verification

The Customer acknowledges that electronic payment fraud is a significant commercial risk.

The Customer must independently verify any notification advising of a change to the Company’s banking details by contacting the Company using previously verified contact information.

75.2 Fraudulent Payments

The Company shall not be liable for payments made to fraudulent bank accounts where the Customer has failed to carry out reasonable verification.

75.3 Electronic Security

Each party shall maintain reasonable cybersecurity measures appropriate to its business operations.

  1. FORCE MAJEURE

76.1 Definition

Neither party shall be liable for delay or failure in performing its obligations where such delay or failure results from a Force Majeure Event.

76.2 Suspension

Performance of the affected obligations shall be suspended for the duration of the Force Majeure Event.

76.3 Notification

The affected party shall notify the other party as soon as reasonably practicable after becoming aware of the Force Majeure Event.

76.4 Extended Force Majeure

If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected Contract by written notice, without liability for future performance.

  1. DEFAULT

The Customer shall be in default if it:

  • fails to pay any amount when due;
  • breaches these Terms;
  • becomes insolvent;
  • enters liquidation, receivership or voluntary administration;
  • ceases trading;
  • makes an arrangement with creditors;
  • has a receiver or liquidator appointed over any substantial part of its assets.

Upon default, the Company may, without prejudice to any other rights:

  • suspend supply;
  • suspend manufacture;
  • terminate any Contract;
  • recover possession of Goods;
  • enforce its security interests;
  • require immediate payment of all outstanding amounts;
  • commence legal proceedings.
  1. TERMINATION

78.1 Termination for Convenience

Unless otherwise agreed in writing, neither party may terminate an accepted order for convenience after manufacture has commenced.

78.2 Termination for Breach

Either party may terminate a Contract where the other party commits a material breach and fails to remedy that breach within ten (10) Business Days after receiving written notice.

78.3 Effect of Termination

Termination does not affect:

  • accrued rights;
  • accrued liabilities;
  • payment obligations;
  • surviving clauses under these Terms.
  1. NOTICES

Any notice required under these Terms shall:

  • be in writing;
  • identify the relevant Contract;
  • be sent to the most recent address or email address notified by the receiving party.

A notice is deemed received:

  • if delivered personally, on delivery;
  • if sent by courier, on delivery;
  • if posted within New Zealand, three (3) Business Days after posting;
  • if sent by email, when transmitted unless the sender receives an automated failure notice.
  1. ELECTRONIC TRANSACTIONS

The parties agree that:

  • quotations;
  • purchase orders;
  • invoices;
  • delivery confirmations;
  • approvals;
  • notices;
  • communications;

may be exchanged electronically.

Electronic communications shall satisfy any legal requirement for writing unless prohibited by law.

  1. ASSIGNMENT

The Customer may not assign, transfer or subcontract any rights or obligations under these Terms without the prior written consent of the Company.

The Company may assign or transfer its rights and obligations to any related company, purchaser of its business or financier.

  1. WAIVER

No delay or failure by the Company to exercise any right under these Terms constitutes a waiver of that right.

A waiver is effective only if:

  • it is in writing; and
  • signed by an authorised representative of the Company.
  1. SEVERABILITY

If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision shall be severed to the minimum extent necessary.

The remaining provisions shall continue in full force and effect.

  1. RELATIONSHIP OF THE PARTIES

Nothing in these Terms creates:

  • a partnership;
  • joint venture;
  • agency;
  • employment relationship;
  • fiduciary relationship,

between the Company and the Customer.

  1. CUMULATIVE RIGHTS

The rights and remedies of the Company under these Terms are cumulative and do not exclude any rights or remedies available at law or in equity.

  1. DISPUTE RESOLUTION

86.1 Good Faith Negotiation

The parties shall first attempt to resolve any dispute through good faith negotiations between senior representatives.

86.2 Mediation

If the dispute is not resolved within twenty (20) Business Days, either party may refer the dispute to mediation.

Unless otherwise agreed:

  • mediation shall be held in Auckland, New Zealand;
  • the mediator shall be appointed by agreement or, failing agreement, by the President of the New Zealand Law Society (or their nominee);
  • each party shall bear its own legal costs;
  • the mediator’s fees shall be shared equally.

86.3 Court Proceedings

Nothing prevents either party from seeking urgent interim or injunctive relief through the courts.

  1. GOVERNING LAW

These Terms and every Contract incorporating them are governed by the laws of New Zealand.

The parties submit to the exclusive jurisdiction of the courts of New Zealand.

  1. SURVIVAL

The following clauses survive termination or completion of any Contract:

  • Payment
  • PPSA
  • Retention of Title
  • Warranties (to the extent applicable)
  • Limitation of Liability
  • Indemnities
  • Intellectual Property
  • Confidentiality
  • Privacy
  • Product Recall
  • Dispute Resolution
  • Governing Law
  • Any clause intended by its nature to survive.
  1. ACCEPTANCE

By requesting a quotation, placing an order, accepting Delivery, opening a trade account, or otherwise dealing with the Company, the Customer acknowledges that it has read, understood and agrees to be bound by these Commercial Terms and Conditions of Sale, Supply and Manufacture.

 

 

 

ADHESIVE TECHNOLOGIES NZ LIMITED

COMMERCIAL TERMS AND CONDITIONS OF SALE, SUPPLY AND MANUFACTURE

Version: 1.0

Effective Date: 1 July 2026

 

TABLE OF CONTENTS

PART 1 – PRELIMINARY

  1. Definitions
  2. Interpretation
  3. Application
  4. Entire Agreement
  5. Acceptance

PART 2 – COMMERCIAL TERMS

  1. Quotations
  2. Orders
  3. Specifications
  4. Customer Forecasts
  5. Minimum Orders
  6. Pricing
  7. Taxes
  8. Payment
  9. Credit
  10. Security
  11. Default Interest
  12. Collection Costs

PART 3 – DELIVERY

  1. Delivery
  2. Partial Delivery
  3. Freight
  4. Export
  5. Incoterms®
  6. Risk
  7. Retention of Title
  8. PPSA

PART 4 – MANUFACTURING

  1. Manufacturing Services
  2. Toll Manufacturing
  3. Customer Materials
  4. Manufacturing Tolerances
  5. Quality Control
  6. Certificate of Analysis
  7. Batch Samples
  8. Packaging
  9. Labelling
  10. Shelf Life
  11. Storage

PART 5 – PRODUCT PERFORMANCE

  1. Technical Advice
  2. Product Suitability
  3. Customer Testing
  4. Chemical Compatibility
  5. Environmental Conditions
  6. Published Technical Data
  7. Batch Variations
  8. Colour Variations
  9. Product Changes

PART 6 – HAZARDOUS SUBSTANCES

  1. Hazardous Products
  2. Safety Data Sheets
  3. Dangerous Goods
  4. Storage
  5. Disposal
  6. Product Stewardship
  7. Environmental Compliance

PART 7 – WARRANTIES AND LIABILITY

  1. Warranties
  2. Consumer Guarantees Act
  3. Fair Trading Act
  4. Limitation of Liability
  5. Indemnities
  6. Product Recall
  7. Insurance

PART 8 – INTELLECTUAL PROPERTY

  1. Intellectual Property
  2. Confidential Information
  3. Customer Intellectual Property
  4. Reverse Engineering

PART 9 – GENERAL

  1. Privacy
  2. Cybersecurity
  3. Force Majeure
  4. Export Controls
  5. Anti-Bribery
  6. Assignment
  7. Notices
  8. Electronic Communications
  9. Waiver
  10. Severability
  11. Dispute Resolution
  12. Governing Law
  13. Survival

PART 1

  1. DEFINITIONS

Unless the context otherwise requires, the following definitions apply throughout these Terms.

Affiliate

Means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

Business Day

Means any day other than a Saturday, Sunday or public holiday observed in Auckland, New Zealand.

Certificate of Analysis (CoA)

Means the Company’s quality control certificate confirming that a production batch has been tested against applicable specifications.

Company

Means Adhesive Technologies NZ Limited (NZBN [Insert]), together with its successors, permitted assigns, employees, contractors and authorised agents.

Where applicable, references to the Company include its trading divisions, including Everything Composites, unless expressly stated otherwise.

Contract

Means the agreement formed between the Company and the Customer incorporating:

  • these Terms;
  • the Company’s quotation (if any);
  • any accepted purchase order;
  • any written special conditions agreed by the Company.

Where inconsistency exists, the order of precedence shall be:

  1. Written Special Conditions
  2. Quotation
  3. These Terms
  4. Customer Purchase Order

except where expressly agreed otherwise in writing.

Customer

Means the person or legal entity purchasing Goods or Services from the Company and includes:

  • successors;
  • administrators;
  • liquidators;
  • receivers;
  • permitted assigns;
  • employees;
  • contractors;
  • authorised representatives.

Delivery

Means the point at which possession of the Goods passes in accordance with Clause 23.

Force Majeure Event

Means an event beyond the reasonable control of the Company, including but not limited to:

  • natural disasters;
  • earthquakes;
  • storms;
  • flooding;
  • fire;
  • explosions;
  • pandemic;
  • epidemic;
  • acts of terrorism;
  • war;
  • civil unrest;
  • labour disputes;
  • strikes;
  • lockouts;
  • shortages of raw materials;
  • supplier failure;
  • shipping disruption;
  • freight shortages;
  • government restrictions;
  • cyberattack;
  • utility failure;
  • machinery breakdown;
  • interruption to manufacturing.

Goods

Means every product supplied by the Company including, without limitation:

  • epoxy systems;
  • vinyl ester resins;
  • polyester resins;
  • polyurethane products;
  • methacrylate adhesives (MMA);
  • acrylic systems;
  • hardeners;
  • curing agents;
  • catalysts;
  • fillers;
  • pigments;
  • reinforcement fabrics;
  • carbon fibre;
  • fibreglass;
  • aramid;
  • core materials;
  • adhesives;
  • sealants;
  • coatings;
  • release agents;
  • mould maintenance products;
  • PPE;
  • consumables;
  • custom formulations;
  • manufactured products;
  • imported products;
  • any associated packaging or accessories.

Hazardous Product

Means any product classified as hazardous under applicable New Zealand legislation or transport regulations, including Dangerous Goods.

Intellectual Property

Includes all:

  • patents;
  • patent applications;
  • trademarks;
  • service marks;
  • copyright;
  • confidential information;
  • formulations;
  • recipes;
  • manufacturing methods;
  • product specifications;
  • drawings;
  • software;
  • databases;
  • websites;
  • technical data;
  • SDSs;
  • TDSs;
  • logos;
  • product names;
  • know-how;
  • trade secrets;
  • improvements.

PPSA

Means the Personal Property Securities Act 1999.

Services

Includes:

  • toll manufacturing;
  • contract manufacturing;
  • product formulation;
  • blending;
  • filling;
  • packaging;
  • labelling;
  • technical advice;
  • product testing;
  • warehousing;
  • research and development;
  • consulting;
  • quality assurance;
  • any associated services supplied by the Company.

Specifications

Means any written specification issued or approved by the Company relating to Goods or Services.

Terms

Means these Commercial Terms and Conditions of Sale, Supply and Manufacture, as amended from time to time in accordance with Clause 72.

  1. INTERPRETATION

In these Terms:

  1. headings are for convenience only and do not affect interpretation;
  2. words importing the singular include the plural and vice versa;
  3. references to legislation include all amendments, consolidations, substitutions and re-enactments;
  4. a reference to a person includes an individual, company, trust, partnership, joint venture, statutory body, incorporated society or other legal entity;
  5. the words including, includes and such as are to be read without limitation;
  6. where an obligation is imposed on more than one person, the obligation binds them jointly and severally;
  7. references to “written” or “in writing” include electronic communications accepted under Clause 71.
  8. APPLICATION OF THESE TERMS

3.1 Scope

These Terms apply to every quotation, order, Contract, sale, manufacture, supply and provision of Goods or Services by the Company unless expressly varied by a written agreement signed by a Director of the Company.

3.2 Exclusive Terms

These Terms are the exclusive terms upon which the Company supplies Goods and Services.

Any terms or conditions submitted by the Customer, including those contained within:

  • purchase orders;
  • procurement portals;
  • supplier registration systems;
  • credit applications;
  • standard purchasing conditions;
  • electronic ordering systems; or
  • other commercial documents,

shall have no effect unless expressly accepted in writing by the Company.

3.3 Customer Acceptance

The Customer is deemed to have accepted these Terms upon the earliest of:

  1. placing an order;
  2. accepting a quotation;
  3. requesting manufacture;
  4. accepting Delivery;
  5. making payment;
  6. opening a trade account; or
  7. otherwise dealing with the Company.

3.4 Amendments

The Company may amend these Terms from time to time.

Amended Terms shall apply to all Contracts entered into after the amended Terms are published on the Company’s website or otherwise notified to Customers.

3.5 Continuing Supply

Each order placed by the Customer constitutes a separate Contract incorporating these Terms.

  1. ENTIRE AGREEMENT

4.1 Entire Agreement

These Terms, together with any written quotation and any written special conditions agreed by the Company, constitute the entire agreement between the parties concerning the Goods and Services.

4.2 Previous Representations

The Customer acknowledges that it has not relied upon:

  • advertising;
  • catalogues;
  • brochures;
  • website content;
  • technical advice;
  • verbal statements;
  • representations made by employees or agents,

except where expressly incorporated into the Contract.

4.3 No Oral Variation

No oral statement shall vary these Terms.

Any variation must:

  • be in writing; and
  • be signed by an authorised representative of the Company.

4.4 Survival

Any provision intended by its nature to survive termination shall remain in force after completion or termination of the Contract.

  1. ACCEPTANCE OF ORDERS

5.1 Invitation to Treat

All quotations and price lists issued by the Company constitute invitations to treat only and do not create a binding obligation on the Company.

5.2 Formation of Contract

A Contract is formed only when the Company:

  • issues written acceptance of an order;
  • dispatches the Goods;
  • commences manufacture;
  • commences provision of Services,

whichever occurs first.

5.3 Right to Decline

The Company reserves the right to refuse any order at its sole discretion without liability.

Reasons may include (without limitation):

  • insufficient stock;
  • production capacity;
  • credit concerns;
  • regulatory compliance;
  • export restrictions;
  • pricing errors;
  • customer default.

5.4 Cancellation by Customer

Orders may not be cancelled without the Company’s prior written consent.

Where cancellation is accepted, the Customer shall reimburse the Company for all reasonable costs incurred up to the date of cancellation, including:

  • labour;
  • purchased raw materials;
  • production costs;
  • packaging;
  • freight;
  • administration;
  • disposal costs;
  • supplier cancellation charges.

5.5 Custom Manufactured Goods

Orders for:

  • custom formulations;
  • toll manufactured products;
  • customer-labelled products;
  • non-stock items;
  • specially imported Goods;

cannot be cancelled once production or procurement has commenced unless otherwise agreed in writing.

PART 2 – COMMERCIAL TERMS

  1. QUOTATIONS

6.1 Validity

Unless otherwise stated in writing, quotations remain valid for thirty (30) days from the date of issue.

6.2 Assumptions

Quotations are prepared based upon information available at the time of issue, including:

  • supplier pricing;
  • exchange rates;
  • freight costs;
  • raw material availability;
  • government duties;
  • taxes.

6.3 Price Changes

The Company reserves the right to revise quoted prices before acceptance where:

  • raw material costs materially increase;
  • supplier pricing changes;
  • exchange rate movements exceed 5%;
  • freight costs materially increase;
  • government taxes or duties change;
  • specifications are altered;
  • the Customer delays acceptance beyond the quotation validity period.

6.4 Pricing Errors

The Company may correct any genuine clerical, typographical, mathematical or pricing error at any time before acceptance of an order.

6.5 Technical Information

Specifications, drawings, product data, illustrations and technical information accompanying a quotation are provided for general guidance only unless expressly stated to be contractual.

  1. ORDERS

7.1 Customer Responsibility

The Customer is responsible for ensuring that all orders are:

  • complete;
  • accurate;
  • suitable for the intended application.

7.2 Order Amendments

Any request to amend an accepted order shall only take effect if agreed in writing by the Company.

The Company may charge the Customer for any reasonable costs resulting from the requested amendment.

7.3 Partial Supply

The Company may supply orders in instalments unless expressly agreed otherwise.

Each instalment constitutes a separate Contract.

7.4 Order Quantities

Manufacturing orders are subject to normal commercial production tolerances.

Unless otherwise agreed in writing, the Company may deliver up to ±5% of the ordered quantity, and the Customer shall accept and pay for the actual quantity supplied.

7.5 Forecasts

Any forecast, estimate or projection of future purchasing volumes supplied by the Customer is for planning purposes only and does not create any obligation on either party unless expressly agreed in writing.

7.6 Minimum Orders

The Company may specify minimum order quantities or minimum invoice values from time to time.

Orders below the applicable minimum may incur a handling charge or be declined.

  1. SPECIFICATIONS

8.1 Company Specifications

Unless otherwise agreed, Goods will be manufactured to the Company’s current specifications.

8.2 Customer Specifications

Where Goods are manufactured to Customer specifications, the Customer warrants that:

  • the specifications are complete and accurate;
  • they do not infringe any third-party intellectual property rights;
  • the Goods manufactured in accordance with those specifications may lawfully be supplied and used.

8.3 Approval of Artwork and Labels

Where the Customer provides artwork, labels or packaging designs, the Customer is solely responsible for reviewing and approving final proofs.

The Company shall not be liable for errors that were apparent on proofs approved by the Customer.

8.4 Changes to Specifications

The Company reserves the right to make reasonable changes to manufacturing methods, raw materials or specifications where such changes:

  • improve quality;
  • improve safety;
  • address regulatory requirements;
  • address supply chain constraints; or
  • do not materially reduce the intended performance of the Goods.
  1. PRICING

9.1 Price Basis

Unless expressly stated otherwise in writing, all prices are:

  1. quoted in New Zealand Dollars (NZD);
  2. exclusive of Goods and Services Tax (GST);
  3. exclusive of freight, insurance, packaging, customs duties, import or export charges, Dangerous Goods surcharges and other applicable taxes or levies.

9.2 Price Lists

The Company may amend its price lists at any time without prior notice.

Price list amendments do not affect accepted orders unless expressly permitted under these Terms.

9.3 Price Adjustments

The Company may adjust prices before Delivery where any of the following materially affects the cost of supply:

  • increases in raw material costs;
  • supplier price increases;
  • exchange rate fluctuations exceeding five percent (5%);
  • freight or shipping cost increases;
  • fuel surcharges;
  • customs duties;
  • regulatory changes;
  • taxes or government charges;
  • changes requested by the Customer.

9.4 Quotation Variations

Where a quotation is based upon estimated quantities or specifications, the Company reserves the right to revise pricing if actual requirements differ materially.

9.5 Packaging

Unless otherwise stated, packaging suitable for normal transport is included.

Special packaging, export packaging, pallets, returnable containers or customer-specific packaging shall be charged separately.

  1. TAXES, DUTIES AND GOVERNMENT CHARGES

10.1 GST

GST shall be payable in addition to all prices where applicable.

10.2 Other Charges

The Customer shall pay all:

  • customs duties;
  • import charges;
  • export charges;
  • environmental levies;
  • product stewardship levies;
  • recycling charges;
  • government fees;

applicable to the Goods unless expressly agreed otherwise.

10.3 Withholding Taxes

If any law requires withholding from payments due to the Company, the Customer shall increase the payment so the Company receives the full amount it would have received had no withholding applied, unless prohibited by law.

  1. PAYMENT

11.1 Standard Terms

Unless otherwise agreed in writing:

  • cash sales are payable in full prior to dispatch;
  • approved trade accounts are payable on the 20th day of the month following the invoice date.

11.2 Time of Payment

Time for payment is of the essence.

11.3 Method of Payment

Payment shall be made by one of the methods approved by the Company, including:

  • electronic funds transfer;
  • direct credit;
  • approved credit card;
  • other methods approved by the Company.

11.4 No Set-Off

The Customer shall not:

  • deduct;
  • withhold;
  • offset;
  • counterclaim; or
  • reduce

any payment due to the Company unless required by law or agreed in writing.

11.5 Allocation of Payments

The Company may allocate payments received against any outstanding invoice or debt at its discretion.

  1. CREDIT FACILITIES

12.1 Credit Approval

Credit facilities are granted entirely at the Company’s discretion.

12.2 Review

The Company may review or amend any credit facility at any time.

12.3 Security

The Company may require:

  • directors’ guarantees;
  • bank guarantees;
  • deposits;
  • PPSA security;
  • advance payments;
  • other security reasonably required.

12.4 Financial Information

Upon request, the Customer shall provide current financial information reasonably required by the Company to assess ongoing creditworthiness.

12.5 Suspension

The Company may suspend credit immediately where it reasonably believes:

  • payment may not be made when due;
  • the Customer’s financial position has materially deteriorated;
  • the Customer has exceeded its credit limit;
  • there has been a material adverse change in the Customer’s business.
  1. OVERDUE ACCOUNTS

13.1 Default Interest

Without prejudice to any other rights, overdue amounts may incur interest at the rate of 2.0% per month, calculated daily and compounded monthly, or the maximum rate permitted by law, whichever is lower.

13.2 Administrative Charges

The Company may charge reasonable administration fees in relation to overdue accounts.

13.3 Suspension of Supply

The Company may suspend manufacture, delivery or further supply until all overdue amounts have been paid.

13.4 Acceleration

Upon default, all monies owing by the Customer become immediately due and payable.

  1. DEBT RECOVERY

14.1 Recovery Costs

The Customer shall indemnify the Company for all reasonable costs incurred in recovering overdue amounts, including:

  • legal costs on a solicitor-client basis where recoverable by law;
  • debt collection agency fees;
  • tracing fees;
  • court filing fees;
  • enforcement costs;
  • receiver costs;
  • process server fees.

14.2 Enforcement

The Company may commence legal proceedings at any time without prior notice where payment remains outstanding.

  1. SECURITY

15.1 Continuing Security

Any security held by the Company secures:

  • the current Contract;
  • all future Contracts;
  • all present and future indebtedness.

15.2 Additional Security

The Company may require additional security where it reasonably believes existing security has become inadequate.

15.3 Preservation of Rights

Acceptance of partial payment shall not prejudice the Company’s right to recover the balance owing.

  1. PERSONAL PROPERTY SECURITIES ACT 1999 (PPSA)

16.1 Security Interest

The Customer grants the Company a continuing security interest in all Goods supplied and their proceeds to secure payment of all amounts owing.

16.2 Registration

The Company may register one or more financing statements under the PPSA.

The Customer shall promptly execute all documents and do all things reasonably required to:

  • register;
  • perfect;
  • maintain; and
  • enforce

the Company’s security interest.

16.3 Waiver

To the extent permitted by the PPSA, the Customer waives the right to receive:

  • a copy of any financing statement;
  • a verification statement under section 148;
  • notices under sections 114, 116, 120, 121, 125, 129, 131 and 133 of the PPSA, where such rights may lawfully be waived.

16.4 Proceeds

The Company’s security interest extends to all proceeds derived from the sale or disposal of the Goods.

16.5 Priority

The Customer shall not grant any competing security interest that would adversely affect the priority of the Company’s security interest.

  1. CUSTOMER SOLVENCY

The Customer warrants that, at the time of each order:

  • it is solvent;
  • it is able to pay its debts as they fall due;
  • no application has been made for liquidation, receivership, administration or bankruptcy;
  • it has not entered into any arrangement with creditors likely to affect its ability to perform its obligations under these Terms.

The Customer shall immediately notify the Company of any material adverse change to its financial position.

PART 3 – DELIVERY, FREIGHT, RISK AND TITLE

  1. DELIVERY

18.1 Delivery Dates

Any delivery date or manufacturing completion date provided by the Company is an estimate only.

Unless expressly agreed in writing, time is not of the essence.

18.2 No Liability for Delay

The Company shall not be liable for any loss, damage, cost or expense arising from delayed delivery, regardless of the cause, including delays arising from:

  • raw material shortages;
  • supplier delays;
  • freight delays;
  • customs clearance;
  • port congestion;
  • labour shortages;
  • manufacturing interruptions;
  • Force Majeure Events.

18.3 Customer Delay

Where the Customer requests that Delivery be delayed, or otherwise fails to accept Delivery when due:

  1. the Goods shall be deemed delivered on the date they are first made available;
  2. risk shall immediately pass to the Customer;
  3. storage and insurance charges may be charged by the Company.

18.4 Collection

Where Goods are supplied on an “ex works” or collection basis, Delivery occurs when the Company notifies the Customer that the Goods are available for collection.

  1. PARTIAL DELIVERIES

19.1 Right to Deliver in Instalments

The Company may deliver Goods in one or more instalments.

19.2 Separate Contracts

Each instalment constitutes a separate Contract.

19.3 Non-Delivery of Instalment

Failure to deliver one instalment shall not entitle the Customer to reject any other instalment.

19.4 Payment

The Customer shall pay for each instalment in accordance with these Terms.

  1. FREIGHT

20.1 Freight Charges

Unless otherwise agreed in writing:

  • freight charges;
  • Dangerous Goods surcharges;
  • fuel surcharges;
  • rural delivery charges;
  • tail-lift charges;
  • urgent freight;
  • redelivery charges;
  • demurrage;

shall be payable by the Customer.

20.2 Carrier Selection

The Company may select the carrier unless the Customer specifies otherwise.

20.3 Freight Estimates

Quoted freight charges are estimates only.

Actual freight costs incurred may be charged where they differ materially from estimates.

20.4 Delivery Access

The Customer must ensure safe and suitable access for delivery vehicles.

Additional costs resulting from restricted access, waiting time or failed deliveries shall be payable by the Customer.

  1. EXPORT SALES

21.1 Export Documentation

Where Goods are exported, the Company may provide export documentation as agreed.

The Customer is responsible for obtaining any additional licences, permits or approvals required in the destination country unless otherwise agreed.

21.2 Import Compliance

The Customer warrants that it has satisfied itself that the Goods comply with all applicable laws in the destination country.

21.3 Customs Delays

The Company accepts no responsibility for delays arising from customs inspections, border controls or regulatory approvals.

21.4 Duties and Taxes

Unless expressly agreed otherwise, the Customer is responsible for all import duties, taxes, customs charges and local regulatory fees.

  1. INCOTERMS® 2020

22.1 Application

Where the parties agree that an Incoterm applies, the applicable Incoterm shall be interpreted in accordance with the Incoterms® 2020 Rules published by the International Chamber of Commerce.

22.2 Priority

Where an Incoterm conflicts with these Terms, the agreed Incoterm prevails only to the extent of that conflict.

22.3 No Automatic Application

Incoterms® do not apply unless expressly stated in writing on the quotation, order acknowledgement or invoice.

  1. RISK

23.1 Transfer of Risk

Risk in the Goods passes to the Customer upon the earlier of:

  1. Delivery to the Customer;
  2. Delivery to the Customer’s carrier;
  3. Collection by the Customer;
  4. the Goods being made available for collection following notification.

23.2 Storage at Customer Request

Where Goods remain in the Company’s possession solely at the Customer’s request, all risk passes to the Customer from the date the Goods were originally available for Delivery.

23.3 Insurance

Following transfer of risk, the Customer is responsible for maintaining adequate insurance over the Goods.

  1. RETENTION OF TITLE

24.1 Ownership

Legal and beneficial ownership of the Goods remains with the Company until:

  1. all monies owing by the Customer to the Company have been paid in full; and
  2. all other obligations owed by the Customer to the Company have been fully performed.

24.2 Bailment

Until ownership passes, the Customer holds the Goods as bailee for the Company.

24.3 Identification

The Customer must:

  • keep the Goods separately identifiable where reasonably practicable;
  • maintain all original labels;
  • not remove identifying marks;
  • keep appropriate inventory records identifying the Goods.

24.4 Sale Before Payment

The Customer may resell the Goods in the ordinary course of business before ownership passes, provided that:

  1. the Customer does so as principal and not as agent for the Company;
  2. the proceeds of sale are held on trust for the Company to the extent of any unpaid amount owing;
  3. the Customer promptly accounts to the Company for those proceeds upon request.

24.5 Processing of Goods

Where the Goods are mixed, processed or incorporated into other products before ownership passes, the Company’s security interest shall continue in the Goods and any resulting products to the extent permitted by law.

  1. REPOSSESSION

25.1 Right of Entry

Where the Customer is in default, the Company may, to the extent permitted by law, enter any premises where it reasonably believes the Goods are located for the purpose of inspecting or recovering the Goods.

25.2 Customer Assistance

The Customer shall provide all reasonable assistance to enable recovery of the Goods.

25.3 Costs

The Customer shall reimburse the Company for all reasonable costs incurred in exercising its rights under this clause, including transport, storage and legal enforcement costs where recoverable by law.

  1. INSPECTION AND ACCEPTANCE

26.1 Inspection

The Customer must inspect the Goods immediately upon Delivery.

26.2 Notification of Defects

The Customer must notify the Company in writing of:

  • shortages;
  • visible damage;
  • incorrect Goods;
  • packaging defects; or
  • apparent manufacturing defects,

within seven (7) days of Delivery.

26.3 Latent Defects

Where a defect could not reasonably have been identified on inspection, the Customer must notify the Company promptly upon discovery and provide all reasonable information to enable investigation.

26.4 Deemed Acceptance

The Goods shall be deemed accepted if the Customer:

  • uses the Goods;
  • alters the Goods;
  • incorporates the Goods into another product;
  • resells the Goods; or
  • fails to notify the Company within the applicable claim period.

26.5 Preservation of Evidence

The Customer shall preserve the affected Goods, packaging and batch identification pending investigation. The Company may decline a claim where this prevents a proper assessment.

  1. MANUFACTURING SERVICES

27.1 Scope of Services

The Company may provide one or more of the following services:

  • Contract manufacturing;
  • Toll manufacturing;
  • Product formulation;
  • Custom blending;
  • Resin mixing;
  • Chemical processing;
  • Batch manufacture;
  • Filling and packaging;
  • Labelling;
  • Product development;
  • Warehousing;
  • Quality assurance;
  • Technical support; and
  • Any ancillary services agreed in writing.

Unless expressly agreed, the Company does not undertake responsibility for the Customer’s product design, engineering, regulatory approvals or end-use application.

27.2 Manufacturing Standard

The Company shall manufacture Goods using reasonable skill, care and industry accepted practices.

Unless expressly agreed otherwise, manufacture shall be undertaken in accordance with the Company’s internal quality procedures.

27.3 Production Scheduling

Manufacturing schedules are estimates only.

Production priorities may change due to:

  • customer demand;
  • equipment maintenance;
  • raw material availability;
  • regulatory requirements;
  • emergency production;
  • Force Majeure Events.

The Company shall use reasonable endeavours to meet agreed production schedules but does not guarantee manufacturing completion dates.

27.4 Manufacturing Capacity

The Company reserves the right to decline, delay or reschedule manufacturing where available production capacity is exceeded.

  1. TOLL MANUFACTURING

28.1 Customer-Owned Materials

Where the Customer supplies raw materials, packaging or components, the Customer warrants that they:

  • comply with all applicable laws;
  • are correctly identified;
  • are suitable for their intended purpose;
  • are free from contamination;
  • are accompanied by all required technical documentation and Safety Data Sheets.

28.2 Incoming Inspection

The Company may inspect Customer-supplied materials upon receipt.

Inspection does not constitute acceptance of quality or suitability.

28.3 Contaminated Materials

Where Customer materials are contaminated, incorrectly labelled or unsuitable for manufacture, the Company may:

  • reject the materials;
  • suspend manufacture;
  • return the materials at the Customer’s expense;
  • safely dispose of the materials where necessary.

The Customer shall indemnify the Company against all reasonable costs arising from contaminated or non-compliant materials.

28.4 Loss of Customer Materials

The Company shall exercise reasonable care while Customer-owned materials are in its possession.

Except where caused by the Company’s negligence or wilful misconduct, the Company shall not be liable for loss or deterioration arising from:

  • ageing;
  • moisture absorption;
  • chemical instability;
  • improper packaging supplied by the Customer;
  • latent defects in the materials.

28.5 Disposal

Where Customer-owned materials remain uncollected for more than ninety (90) days after written notice, the Company may dispose of them in accordance with applicable legislation and recover its reasonable costs.

  1. PRODUCT SPECIFICATIONS

29.1 Company Specifications

Goods shall be manufactured to the Company’s current published specification unless otherwise agreed in writing.

29.2 Customer Specifications

Where manufacture is undertaken to Customer specifications, the Customer warrants that:

  • the specifications are complete;
  • they are technically suitable;
  • they do not infringe third-party intellectual property rights;
  • they comply with all applicable legislation.

The Company shall not be responsible for defects arising solely from Customer specifications.

29.3 Specification Changes

The Company may amend manufacturing specifications where necessary to:

  • improve product quality;
  • improve safety;
  • comply with legislation;
  • address raw material discontinuation;
  • improve manufacturing efficiency.

Where a change materially affects product performance, the Company shall notify the Customer where reasonably practicable.

29.4 Regulatory Changes

The Company may modify the formulation, specification, packaging, labelling or other characteristics of the Goods where reasonably necessary to comply with any change in applicable legislation, regulations, regulatory guidance or industry standards.

Unless expressly agreed in writing, the Company shall not be responsible for retrospectively modifying, replacing, recalling or relabelling Goods manufactured or supplied before the effective date of such legislative or regulatory change, provided those Goods complied with the applicable legal requirements at the time of manufacture or supply.

Where a legislative or regulatory change materially affects the continued supply of the Goods, the Company may suspend manufacture or supply until appropriate modifications have been implemented

29.5 Regulatory Compliance Review

The Company may review and amend product formulations, labels, Safety Data Sheets (SDS), Technical Data Sheets (TDS), packaging or manufacturing processes at any time to maintain compliance with applicable legislation or regulatory requirements. Such changes shall not constitute a defect or breach of contract provided the Goods continue to substantially perform their intended purpose.

For Adhesive Technologies, this is particularly valuable because you regularly deal with:

  • EPA / HSNO classification changes
  • GHS updates
  • Transport of Dangerous Goods changes
  • International REACH or export requirements
  • Supplier raw material reclassifications
  • Label changes
  • SDS revisions

 

  1. MANUFACTURING TOLERANCES

The Customer acknowledges that commercial manufacture involves accepted tolerances.

Unless otherwise agreed in writing, reasonable variations may occur in:

  • colour;
  • viscosity;
  • density;
  • gloss;
  • hardness;
  • cure speed;
  • gel time;
  • exotherm;
  • packaging weight;
  • fill volume;
  • moisture content;
  • appearance.

Such variations do not constitute defects provided the Goods substantially comply with the applicable specification.

  1. QUALITY ASSURANCE

31.1 Quality System

The Company maintains internal quality assurance procedures appropriate to its operations.

Compliance with any particular quality standard (including ISO standards) applies only where expressly agreed in writing.

31.2 Testing

The Company may conduct quality control testing on production batches using methods selected by the Company.

31.3 Test Results

Quality control results apply only to the tested sample and do not constitute a guarantee of future performance under differing conditions.

31.4 Retesting

Where a Customer disputes quality test results, the Company may require testing by an independent laboratory agreed by both parties.

Unless the original results are shown to be materially incorrect, the Customer shall bear the reasonable cost of such testing.

  1. CERTIFICATE OF ANALYSIS (CoA)

Where requested and available, the Company may provide a Certificate of Analysis for a production batch.

Unless otherwise stated:

  • a CoA relates only to the tested batch;
  • a CoA is issued for information purposes;
  • a CoA does not extend or create any warranty beyond these Terms.
  1. BATCH TRACEABILITY

33.1 Batch Identification

The Customer shall retain batch numbers for all Goods supplied.

33.2 Records

Commercial Customers shall maintain records sufficient to identify:

  • batch numbers;
  • invoice numbers;
  • date of use;
  • location of use;
  • products into which the Goods were incorporated.

Such records shall be retained for at least seven (7) years.

33.3 Recall Support

The Customer shall provide reasonable assistance in tracing affected batches where required for product investigations or recalls.

  1. PACKAGING

Unless otherwise agreed:

  • packaging remains the property of the Company until paid for;
  • returnable containers remain the property of the Company;
  • specialised packaging may be separately charged;
  • export packaging may differ from domestic packaging.

The Customer shall inspect packaging upon Delivery.

  1. LABELLING

Where Goods are supplied under the Customer’s branding:

The Customer warrants that:

  • all artwork has been approved;
  • all regulatory statements are correct;
  • all trademarks are lawfully used.

The Company shall not be liable for errors in Customer-approved artwork unless caused by the Company’s failure to follow the approved proof.

  1. SHELF LIFE

Shelf life commences on the date of manufacture unless otherwise stated.

Shelf life applies only where Goods have been stored in accordance with the Company’s published recommendations.

The Company gives no warranty in respect of Goods used after expiry of their stated shelf life.

  1. STORAGE

The Customer shall store Goods:

  • in accordance with the applicable Safety Data Sheet;
  • in accordance with the applicable Technical Data Sheet;
  • in unopened original packaging where practicable;
  • within recommended temperature limits;
  • protected from moisture, contamination and direct sunlight.

Failure to comply with these requirements may void any applicable warranty.

  1. CUSTOMER APPROVAL OF FIRST PRODUCTION

Where requested by the Company or agreed between the parties, the first production batch shall be treated as an approval batch.

The Customer shall inspect and approve or reject the batch within ten (10) Business Days.

If no written rejection is received within that period, the batch shall be deemed approved and subsequent production may proceed on the same basis.

  1. TECHNICAL ADVICE

39.1 General

The Company may provide technical advice, recommendations, calculations, design assistance, product selection guidance, application advice, training or other technical information (“Technical Advice”) in relation to the Goods.

Unless expressly agreed in writing, all Technical Advice is provided in good faith based on information available to the Company at the time.

39.2 Information Only

Technical Advice is provided for guidance only and does not constitute:

  • engineering certification;
  • design approval;
  • professional engineering services;
  • architectural advice;
  • regulatory approval;
  • project-specific certification.

39.3 Customer Responsibility

The Customer remains solely responsible for determining whether the Goods are suitable for the Customer’s intended purpose, manufacturing process and service environment.

39.4 Changes to Advice

The Company may revise Technical Advice where new testing, regulatory requirements or product improvements become available.

  1. PRODUCT SUITABILITY

40.1 Customer Assessment

The Customer acknowledges that it has independently assessed the suitability of the Goods for its intended application.

40.2 Trial Requirements

Before commercial production or critical applications, the Customer shall conduct appropriate:

  • laboratory testing;
  • production trials;
  • adhesion testing;
  • compatibility testing;
  • durability testing;
  • environmental testing,

sufficient to confirm that the Goods are suitable for the intended use.

40.3 No Guarantee of Fitness

Except where expressly agreed in writing or required by law, the Company does not warrant that any Goods are suitable for any particular purpose.

  1. APPLICATION CONDITIONS

41.1 Performance Variables

The Customer acknowledges that product performance may be affected by factors outside the Company’s control, including:

  • ambient temperature;
  • substrate temperature;
  • humidity;
  • dew point;
  • wind conditions;
  • contamination;
  • substrate preparation;
  • application method;
  • equipment settings;
  • operator skill;
  • cure schedule;
  • post-curing;
  • storage conditions.

41.2 Responsibility

The Company shall not be liable for loss arising from unsuitable application conditions.

  1. EPOXY, RESIN AND CHEMICAL SYSTEMS

42.1 Variable Performance

The Customer acknowledges that epoxy, polyester, vinyl ester, polyurethane, acrylic, methacrylate and other reactive chemical systems may exhibit variations in:

  • pot life;
  • gel time;
  • cure rate;
  • exotherm;
  • viscosity;
  • hardness;
  • colour;
  • flexibility;
  • gloss;
  • shrinkage.

Such variations may occur due to environmental conditions, raw material characteristics or manufacturing tolerances and do not necessarily indicate a defect.

42.2 Published Data

Published technical data represents typical laboratory values obtained under controlled conditions and should not be interpreted as guaranteed performance under all service conditions.

  1. MIXING, CATALYSTS AND HARDENERS

43.1 Correct Mixing

The Customer is responsible for ensuring that all products requiring mixing are accurately proportioned and thoroughly mixed in accordance with the Company’s written instructions.

43.2 Measuring Equipment

The Customer shall use suitable measuring and dispensing equipment that is properly calibrated for the intended application.

43.3 Incorrect Ratios

The Company accepts no responsibility for product performance where incorrect catalyst, hardener or mixing ratios are used.

43.4 Pot Life

Pot life commences immediately after mixing and may vary depending on:

  • batch size;
  • ambient temperature;
  • material temperature;
  • mixing efficiency;
  • container geometry.

Published pot life values are indicative only.

  1. COMPATIBILITY WITH OTHER PRODUCTS

44.1 Third-Party Products

Unless expressly confirmed in writing by the Company, no representation is made that the Goods are compatible with products supplied by third parties.

44.2 Customer Responsibility

Where the Customer combines the Goods with other materials, the Customer is solely responsible for determining compatibility.

44.3 No Warranty

The Company excludes all liability for loss arising from incompatibility between the Goods and third-party products, except to the extent required by law.

  1. SUBSTRATE PREPARATION

The Customer is responsible for ensuring that all substrates are:

  • structurally sound;
  • clean;
  • dry;
  • free of contaminants;
  • correctly prepared in accordance with accepted industry practice and the Company’s published recommendations.

The Company shall not be liable for failures caused by inadequate substrate preparation.

  1. ENVIRONMENTAL EXPOSURE

The long-term performance of chemical products may be affected by exposure to:

  • ultraviolet radiation;
  • moisture;
  • salt water;
  • fresh water immersion;
  • chemicals;
  • fuels;
  • solvents;
  • acids;
  • alkalis;
  • elevated temperatures;
  • cyclic loading;
  • abrasion.

The Customer is responsible for determining whether the Goods are suitable for the anticipated service environment.

  1. STRUCTURAL APPLICATIONS

Where the Goods are used in structural applications, including but not limited to marine vessels, buildings, bridges, infrastructure or load-bearing components:

  1. the Customer shall obtain appropriate engineering advice;
  2. the Company does not warrant the structural adequacy of any design;
  3. responsibility for design and engineering remains with the Customer or its professional advisers.
  4. SPECIALISED APPLICATIONS

Unless expressly approved in writing by the Company, the Goods are not intended for use in:

  • life-support systems;
  • implantable medical devices;
  • nuclear facilities;
  • military weapons systems;
  • aerospace flight-critical components;
  • any application where failure could reasonably be expected to result in death, serious injury or significant environmental harm.

Any such use is entirely at the Customer’s risk.

  1. PRODUCT MODIFICATIONS

The Customer shall not modify, reformulate or alter the Goods without the Company’s prior written approval.

Where the Customer modifies the Goods:

  • all warranties cease;
  • the Company accepts no liability for the modified product;
  • the Customer assumes full responsibility for regulatory compliance and performance.
  1. CUSTOMER QUALITY CONTROL

The Customer shall maintain quality control procedures appropriate to its operations, including where applicable:

  • incoming goods inspection;
  • batch traceability;
  • process controls;
  • equipment calibration;
  • production records;
  • finished product inspection.

The Company shall not be responsible for failures resulting from deficiencies in the Customer’s quality management systems.

  1. PRODUCT WARRANTIES

51.1 Limited Warranty

Subject to these Terms and to the maximum extent permitted by law, the Company warrants that, at the time of Delivery:

  1. the Goods have been manufactured using reasonable skill and care;
  2. the Goods substantially comply with the applicable Company specification current at the date of manufacture;
  3. the Goods are free from material defects in workmanship and manufacture.

51.2 Exclusive Warranty

The warranty contained in this clause is the only contractual warranty provided by the Company unless otherwise expressly agreed in writing.

51.3 No Additional Warranties

Except as required by law, all other warranties, guarantees, representations and conditions, whether express, implied or statutory, are excluded to the fullest extent permitted by law.

Without limitation, the Company excludes any implied warranties relating to:

  • merchantable quality;
  • fitness for purpose;
  • compatibility;
  • uninterrupted performance;
  • commercial success;
  • design suitability.
  1. WARRANTY EXCLUSIONS

Without limiting any other provision of these Terms, the Company shall have no liability where any defect or failure arises from:

  • incorrect storage;
  • expired shelf life;
  • freezing or overheating;
  • contamination;
  • moisture ingress after Delivery;
  • incorrect catalyst or hardener ratios;
  • inaccurate weighing;
  • poor mixing;
  • incorrect application;
  • excessive film thickness;
  • insufficient film thickness;
  • inadequate curing;
  • lack of post-curing;
  • substrate contamination;
  • incompatible primers;
  • incompatible topcoats;
  • incompatible fillers;
  • incompatible reinforcement materials;
  • incompatible third-party products;
  • normal wear and tear;
  • ultraviolet degradation where not specifically warranted;
  • chemical attack outside published resistance data;
  • customer modification;
  • customer reformulation;
  • customer relabelling affecting regulatory compliance;
  • improper transport or storage by the Customer.
  1. CUSTOMER WARRANTIES

The Customer warrants that:

  1. it possesses sufficient knowledge and expertise to safely use the Goods or has obtained appropriate professional advice;
  2. all users of the Goods are appropriately trained;
  3. all applicable Safety Data Sheets have been reviewed before use;
  4. all Goods will be handled in accordance with applicable legislation;
  5. all recommended testing has been completed before commercial use;
  6. the Goods will not be used in applications outside their intended purpose without prior written approval from the Company.
  7. CONSUMER GUARANTEES ACT 1993

54.1 Business Customers

Where the Customer acquires Goods or Services for the purposes of a business, the parties agree that:

  • the Consumer Guarantees Act 1993 does not apply; and
  • they contract out of the Consumer Guarantees Act 1993 in accordance with section 43.

54.2 Consumers

Nothing in these Terms limits or excludes any rights that cannot lawfully be excluded where the Customer acquires Goods for personal, domestic or household use.

  1. FAIR TRADING ACT 1986

To the extent permitted by sections 5D and 5E of the Fair Trading Act 1986, the parties agree that sections 9, 12A and 13 of that Act do not apply to any business-to-business transaction governed by these Terms.

Nothing in this clause affects any statutory rights that cannot lawfully be excluded.

  1. LIMITATION OF LIABILITY

56.1 Maximum Liability

To the fullest extent permitted by law, the Company’s total aggregate liability arising out of or in connection with any Contract, whether in contract, tort (including negligence), equity, statute or otherwise, shall not exceed the lesser of:

  1. the amount paid by the Customer for the specific Goods or Services giving rise to the claim; or
  2. the cost, at the Company’s option, of:
  • replacing the Goods;
  • repairing the Goods (where applicable);
  • re-performing the relevant Services; or
  • refunding the purchase price.

56.2 Excluded Losses

To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, special, exemplary, punitive or consequential loss or damage, including but not limited to:

  • loss of profit;
  • loss of revenue;
  • loss of production;
  • business interruption;
  • downtime;
  • vessel downtime;
  • manufacturing delays;
  • contract losses;
  • loss of goodwill;
  • financing costs;
  • labour costs;
  • removal costs;
  • installation costs;
  • replacement costs;
  • transport costs;
  • storage costs;
  • environmental remediation costs;
  • penalties payable to third parties.

56.3 Cumulative Liability

Multiple claims arising from the same event or series of related events shall be treated as a single claim for the purposes of this clause.

56.4 Time Limit

No claim may be brought against the Company more than twelve (12) months after the earlier of:

  • Delivery of the Goods; or
  • completion of the Services,

except where a longer period is required by law.

  1. CUSTOMER INDEMNITY

The Customer indemnifies and holds harmless the Company, its directors, officers, employees and agents from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable legal costs where recoverable by law) arising from:

  • misuse of the Goods;
  • failure to follow the Company’s instructions;
  • incorrect application;
  • modification of the Goods;
  • incorporation of the Goods into defective products;
  • breach of these Terms;
  • negligence or unlawful acts of the Customer;
  • infringement of third-party intellectual property arising from Customer specifications;
  • failure to comply with applicable health, safety or environmental legislation.

This indemnity survives termination of the Contract.

  1. PRODUCT RECALL

58.1 Notification

The Customer shall immediately notify the Company if it becomes aware of any issue that may affect the safety, quality or regulatory compliance of the Goods.

58.2 Cooperation

The Customer shall provide all reasonable assistance required by the Company in connection with any investigation, corrective action or product recall.

58.3 Traceability

The Customer shall maintain records sufficient to identify:

  • batch numbers;
  • invoice numbers;
  • customers supplied;
  • quantities supplied;
  • dates of supply.

58.4 Recall Costs

Where a recall results from:

  • misuse of the Goods;
  • incorrect storage;
  • unauthorised modification;
  • incorrect application;
  • Customer negligence; or
  • breach of these Terms,

the Customer shall reimburse the Company for all reasonable costs incurred in relation to that recall.

58.5 Public Statements

The Customer shall not issue any public statement, media release or regulatory notification relating to the Goods without first consulting the Company, unless immediate disclosure is required by law.

  1. INSURANCE

Commercial Customers are responsible for maintaining insurance appropriate to the nature of their business and the risks associated with their use of the Goods.

Where reasonably requested by the Company, the Customer shall provide evidence of such insurance.

  1. MITIGATION OF LOSS

The Customer shall take all reasonable steps to minimise any loss arising from an alleged defect in the Goods or Services.

The Company shall not be liable for any loss that could reasonably have been avoided through timely mitigation.

Solicitor’s drafting recommendation

At this point, I would make one significant improvement that is often overlooked in SME terms but common in multinational chemical companies: include a separate Part 7 – Regulatory Compliance, Product Stewardship and ESG.

This would cover:

  • HSWA 2015 obligations;
  • Hazardous substances compliance;
  • Product stewardship responsibilities;
  • Environmental reporting;
  • Export controls and sanctions;
  • Anti-bribery and anti-corruption;
  • Modern slavery compliance (where relevant);
  • REACH and RoHS statements for export markets.

Including this section will better position Adhesive Technologies for supplying larger commercial customers, government agencies and international markets, as these topics are increasingly incorporated into procurement requirements and supplier due diligence.

  1. REGULATORY COMPLIANCE

61.1 General Compliance

The Customer shall comply with all applicable laws, regulations, standards, codes of practice and regulatory requirements relating to the purchase, transport, storage, handling, use and disposal of the Goods.

61.2 New Zealand Legislation

Without limitation, the Customer shall comply with all applicable New Zealand legislation, including where relevant:

  • Health and Safety at Work Act 2015;
  • Hazardous Substances and New Organisms Act 1996 (HSNO);
  • Hazardous Products Regulations;
  • Land Transport Rule: Dangerous Goods;
  • Resource Management Act (or any replacement legislation);
  • Privacy Act 2020;
  • Consumer Guarantees Act 1993;
  • Fair Trading Act 1986.

61.3 Overseas Requirements

Where Goods are exported, the Customer is solely responsible for ensuring compliance with all legislation applicable within the destination country unless expressly agreed otherwise in writing.

  1. HAZARDOUS PRODUCTS

62.1 Customer Responsibilities

The Customer shall ensure that all hazardous Goods are:

  • stored safely;
  • transported lawfully;
  • handled by appropriately trained personnel;
  • used only in accordance with the applicable Safety Data Sheet (SDS).

62.2 Safety Data Sheets

The Company shall make current SDSs available for hazardous Goods.

The Customer shall ensure that all persons handling the Goods have access to the current SDS before use.

62.3 Personal Protective Equipment

The Customer shall ensure that appropriate personal protective equipment (PPE) is used whenever required by the SDS or applicable legislation.

62.4 Storage

The Customer is responsible for ensuring that storage facilities comply with all applicable legislative requirements and manufacturer recommendations.

  1. PRODUCT STEWARDSHIP

63.1 Responsible Use

The Customer acknowledges that safe use of chemical products requires appropriate:

  • storage;
  • handling;
  • transport;
  • disposal;
  • employee training;
  • risk assessment.

63.2 Customer Responsibilities

The Customer shall ensure that its employees, contractors and agents receive appropriate instruction regarding the safe handling and use of the Goods.

63.3 Waste

The Customer is responsible for the lawful disposal of:

  • unused product;
  • contaminated packaging;
  • waste resin;
  • contaminated solvents;
  • waste hardeners;
  • cleaning materials.
  1. ENVIRONMENTAL COMPLIANCE

64.1 Environmental Obligations

The Customer shall comply with all applicable environmental legislation.

64.2 Spill Response

The Customer shall maintain suitable spill response procedures for hazardous Goods where required by law.

64.3 Environmental Damage

The Company shall not be liable for environmental contamination occurring after Delivery except to the extent directly caused by a defect in the Goods or the Company’s negligence.

  1. EXPORT CONTROLS AND SANCTIONS

65.1 Export Laws

The Customer shall comply with all applicable export control laws.

65.2 Restricted Countries

The Customer shall not export or re-export the Goods to any country or end-user where doing so would breach:

  • New Zealand law;
  • United Nations sanctions;
  • applicable international trade sanctions binding on the transaction.

65.3 End Use

Where requested by the Company, the Customer shall provide information regarding the intended destination and end use of exported Goods.

  1. ANTI-BRIBERY AND ANTI-CORRUPTION

The Customer warrants that neither it nor any person acting on its behalf will:

  • offer;
  • promise;
  • give;
  • request;
  • receive

any improper payment, gift or other benefit in connection with any Contract with the Company.

Any material breach of this clause entitles the Company to terminate the Contract immediately.

  1. ETHICAL BUSINESS PRACTICES

The Company is committed to conducting business ethically and expects its commercial customers to operate in a lawful and responsible manner.

Where reasonably requested, the Customer shall provide information demonstrating compliance with applicable workplace, environmental and ethical standards relevant to the Goods supplied.

  1. PRODUCT RESTRICTIONS

Unless expressly agreed in writing, the Goods are not intended for use in:

  • implantable medical devices;
  • human tissue contact;
  • pharmaceutical manufacture;
  • nuclear facilities;
  • weapons systems;
  • life-support equipment;
  • aerospace flight-critical applications.

The Customer assumes all responsibility for any unauthorised use in such applications.

PART 8 – INTELLECTUAL PROPERTY AND CONFIDENTIALITY

  1. INTELLECTUAL PROPERTY

69.1 Ownership

All Intellectual Property owned, developed or licensed by the Company remains the exclusive property of the Company.

This includes, without limitation:

  • formulations;
  • recipes;
  • manufacturing methods;
  • technical know-how;
  • trade secrets;
  • product names;
  • trademarks;
  • logos;
  • designs;
  • packaging;
  • SDSs;
  • TDSs;
  • specifications;
  • software;
  • databases;
  • website content;
  • marketing material.

69.2 No Transfer

Nothing in these Terms transfers ownership of any Intellectual Property to the Customer.

69.3 Limited Licence

The Customer is granted a non-exclusive, non-transferable licence to use the Goods in accordance with these Terms.

No licence is granted to reproduce or exploit the Company’s Intellectual Property except as expressly agreed in writing.

  1. CUSTOM FORMULATIONS

Unless otherwise agreed in writing:

  • all formulations developed by the Company remain the Company’s Intellectual Property;
  • all improvements developed by the Company remain the Company’s Intellectual Property;
  • manufacturing processes remain confidential.

Where ownership of a custom formulation is intended to vest in the Customer, this must be expressly stated in a separate written agreement.

  1. REVERSE ENGINEERING

The Customer shall not:

  • analyse;
  • reverse engineer;
  • decompile;
  • reproduce;
  • copy;
  • commercially exploit

any proprietary formulation, manufacturing process or confidential information of the Company except to the extent expressly permitted by law.

  1. CONFIDENTIAL INFORMATION

Each party shall keep confidential all commercial, technical and financial information received from the other party that is identified as confidential or would reasonably be regarded as confidential.

This obligation survives termination of the Contract.

Confidential information may be disclosed only:

  • with the other party’s written consent;
  • where required by law;
  • to professional advisers who are subject to confidentiality obligations.
  1. CUSTOMER INTELLECTUAL PROPERTY

The Customer warrants that any artwork, specifications, formulations, labels or other materials supplied by it do not infringe the Intellectual Property rights of any third party.

The Customer indemnifies the Company against all claims arising from any alleged infringement resulting from Customer-supplied materials.

  1. PRIVACY

74.1 Collection of Information

The Company may collect, hold, use and disclose personal information for the purposes of:

  • supplying Goods and Services;
  • administering customer accounts;
  • assessing creditworthiness;
  • recovering debts;
  • complying with legal obligations;
  • improving products and services;
  • managing warranties, recalls and customer support.

74.2 Privacy Act

The Company will collect, store and disclose personal information in accordance with the Privacy Act 2020.

74.3 Credit Information

The Customer authorises the Company to obtain and exchange credit information with:

  • credit reporting agencies;
  • trade referees;
  • financial institutions;
  • debt collection agencies;
  • insurers,

for lawful business purposes.

74.4 Marketing

The Company may send product updates, technical bulletins and promotional material to the Customer unless the Customer requests otherwise.

  1. CYBERSECURITY AND PAYMENT FRAUD

75.1 Bank Account Verification

The Customer acknowledges that electronic payment fraud is a significant commercial risk.

The Customer must independently verify any notification advising of a change to the Company’s banking details by contacting the Company using previously verified contact information.

75.2 Fraudulent Payments

The Company shall not be liable for payments made to fraudulent bank accounts where the Customer has failed to carry out reasonable verification.

75.3 Electronic Security

Each party shall maintain reasonable cybersecurity measures appropriate to its business operations.

  1. FORCE MAJEURE

76.1 Definition

Neither party shall be liable for delay or failure in performing its obligations where such delay or failure results from a Force Majeure Event.

76.2 Suspension

Performance of the affected obligations shall be suspended for the duration of the Force Majeure Event.

76.3 Notification

The affected party shall notify the other party as soon as reasonably practicable after becoming aware of the Force Majeure Event.

76.4 Extended Force Majeure

If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected Contract by written notice, without liability for future performance.

  1. DEFAULT

The Customer shall be in default if it:

  • fails to pay any amount when due;
  • breaches these Terms;
  • becomes insolvent;
  • enters liquidation, receivership or voluntary administration;
  • ceases trading;
  • makes an arrangement with creditors;
  • has a receiver or liquidator appointed over any substantial part of its assets.

Upon default, the Company may, without prejudice to any other rights:

  • suspend supply;
  • suspend manufacture;
  • terminate any Contract;
  • recover possession of Goods;
  • enforce its security interests;
  • require immediate payment of all outstanding amounts;
  • commence legal proceedings.
  1. TERMINATION

78.1 Termination for Convenience

Unless otherwise agreed in writing, neither party may terminate an accepted order for convenience after manufacture has commenced.

78.2 Termination for Breach

Either party may terminate a Contract where the other party commits a material breach and fails to remedy that breach within ten (10) Business Days after receiving written notice.

78.3 Effect of Termination

Termination does not affect:

  • accrued rights;
  • accrued liabilities;
  • payment obligations;
  • surviving clauses under these Terms.
  1. NOTICES

Any notice required under these Terms shall:

  • be in writing;
  • identify the relevant Contract;
  • be sent to the most recent address or email address notified by the receiving party.

A notice is deemed received:

  • if delivered personally, on delivery;
  • if sent by courier, on delivery;
  • if posted within New Zealand, three (3) Business Days after posting;
  • if sent by email, when transmitted unless the sender receives an automated failure notice.
  1. ELECTRONIC TRANSACTIONS

The parties agree that:

  • quotations;
  • purchase orders;
  • invoices;
  • delivery confirmations;
  • approvals;
  • notices;
  • communications;

may be exchanged electronically.

Electronic communications shall satisfy any legal requirement for writing unless prohibited by law.

  1. ASSIGNMENT

The Customer may not assign, transfer or subcontract any rights or obligations under these Terms without the prior written consent of the Company.

The Company may assign or transfer its rights and obligations to any related company, purchaser of its business or financier.

  1. WAIVER

No delay or failure by the Company to exercise any right under these Terms constitutes a waiver of that right.

A waiver is effective only if:

  • it is in writing; and
  • signed by an authorised representative of the Company.
  1. SEVERABILITY

If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision shall be severed to the minimum extent necessary.

The remaining provisions shall continue in full force and effect.

  1. RELATIONSHIP OF THE PARTIES

Nothing in these Terms creates:

  • a partnership;
  • joint venture;
  • agency;
  • employment relationship;
  • fiduciary relationship,

between the Company and the Customer.

  1. CUMULATIVE RIGHTS

The rights and remedies of the Company under these Terms are cumulative and do not exclude any rights or remedies available at law or in equity.

  1. DISPUTE RESOLUTION

86.1 Good Faith Negotiation

The parties shall first attempt to resolve any dispute through good faith negotiations between senior representatives.

86.2 Mediation

If the dispute is not resolved within twenty (20) Business Days, either party may refer the dispute to mediation.

Unless otherwise agreed:

  • mediation shall be held in Auckland, New Zealand;
  • the mediator shall be appointed by agreement or, failing agreement, by the President of the New Zealand Law Society (or their nominee);
  • each party shall bear its own legal costs;
  • the mediator’s fees shall be shared equally.

86.3 Court Proceedings

Nothing prevents either party from seeking urgent interim or injunctive relief through the courts.

  1. GOVERNING LAW

These Terms and every Contract incorporating them are governed by the laws of New Zealand.

The parties submit to the exclusive jurisdiction of the courts of New Zealand.

  1. SURVIVAL

The following clauses survive termination or completion of any Contract:

  • Payment
  • PPSA
  • Retention of Title
  • Warranties (to the extent applicable)
  • Limitation of Liability
  • Indemnities
  • Intellectual Property
  • Confidentiality
  • Privacy
  • Product Recall
  • Dispute Resolution
  • Governing Law
  • Any clause intended by its nature to survive.
  1. ACCEPTANCE

By requesting a quotation, placing an order, accepting Delivery, opening a trade account, or otherwise dealing with the Company, the Customer acknowledges that it has read, understood and agrees to be bound by these Commercial Terms and Conditions of Sale, Supply and Manufacture.

 

 

 

 

 

 

 

 

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