Terms of Trade

1. Terms of Trade

1.1 The terms and conditions set out below apply to all supplies of Goods and Services (as defined below) made by ClipCrate to the Customer, with effect from 1 July 2026. They apply until formally withdrawn or replaced, and are read subject to expressly agreed terms of any particular Order.

1.2 By placing an Order with ClipCrate the Customer agrees that it is bound by these Terms of Trade and that the Customer’s own terms and conditions do not apply.

2. Definitions

ClipCrate means ClipCrate Limited.

Credit Account means the account for purchasing Goods and Services on credit held by the Customer with ClipCrate.

Customer means the person who purchases Goods or Services from ClipCrate, and includes the Customer’s employees, contractors, subcontractors and agents. Where the Customer comprises two or more persons, means those persons jointly and severally.

Goods means any goods provided and/or manufactured by ClipCrate as set out in an Order or Quote, including crates, crate components, pallets and associated packaging products.

Guarantor means any individual who guarantees the obligations of the Customer, as specified in the Account Application or in any Order or Quote, for the purposes of clause 16 of these Terms.

Order means an agreement between ClipCrate and the Customer for ClipCrate to supply Goods and/or Services to the Customer which are subject to these Terms.

PPSA means the Personal Property Securities Act 1999.

Quote means a written offer from ClipCrate to the Customer to supply Goods and/or Services for a specified price subject to the terms and conditions of such offer and these Terms.

Services means any services performed by ClipCrate as set out in an Order or Quote.

Terms means the terms and conditions of supply set out in this document, including any variation to these Terms.

3. Orders and Quotes

3.1 These Terms apply to all Goods and Services supplied by ClipCrate. These Terms may be modified or added to by specific terms specified by ClipCrate in a Quote or other Order which shall prevail over these Terms to the extent of any inconsistency. A Customer’s acceptance of a Quote or placement of an Order constitutes an agreement to purchase Goods or Services on the terms of that Quote or Order and these Terms.

3.2 All Quotes are based on rates and charges in effect at the date of the Quote. Any increase in rates or charges will result in an equivalent increase in the quoted price. A Quote may be withdrawn at any time. A Quote will be valid for the term specified on the Quote. If no term is specified, the Quote is valid for 30 days.

3.3 Quotes are prepared in accordance with information provided to ClipCrate by the Customer. ClipCrate will not be liable nor will it be bound by the Quote where: (a) such information is inaccurate or any information is omitted; or (b) the Customer makes any variations to the work quoted for.

3.4 ClipCrate may decline any Order in its sole discretion.

4. Price

4.1 The price of Goods and Services shall be as agreed between ClipCrate and the Customer, as specified in ClipCrate’s price list (as amended from time to time), or in an Order or accepted Quote, as applicable. Unless otherwise stated, prices stated do not include GST, other taxes, duties or levies, or transport or insurance charges, all of which must be paid by the Customer in addition to the stated price.

5. Payments, Discounts, and Rebates

5.1 Payment for Goods and Services charged to a Credit Account must be made in accordance with this clause 5. If the Customer does not have a Credit Account with ClipCrate, payment must be made on placing an Order.

5.2 Where the Customer receives a volume-based discount on Goods and the Customer fails to purchase the total volume of such Goods, ClipCrate reserves the right to withdraw such discount and charge the Customer the full price of the Goods without applying the discount.

5.3 Unless requested otherwise, invoices will be sent electronically. All accounts must be paid by the 20th of the month following invoice. If any item or part of any item in an invoice is disputed, the Customer shall notify ClipCrate prior to the last business day of the month in which the invoice is submitted, specifying the item disputed. Payment of a disputed invoice may be deferred only in respect of the disputed part of the invoice.

5.4 ClipCrate reserves the right to suspend any discount or rebate and to restrict or withhold the supply of further Goods and Services to the Customer if these payment terms are not strictly adhered to. If the Customer defaults in making payment ClipCrate may: (a) charge interest on all overdue invoices at ClipCrate’s cost of borrowing plus 5% calculated from the due date to the date of payment; (b) charge the Customer all costs including legal fees (as between solicitor and client), debt collection charges and court costs incurred by ClipCrate in recovering outstanding monies; and (c) cancel this agreement and/or the Customer’s right to hold a Credit Account.

6. Delivery and Risk

6.1 Delivery occurs when the Goods are delivered to the Customer’s nominated address, collected by the Customer or the Customer’s carrier, or otherwise made available to the Customer. Risk in the Goods passes to the Customer on delivery, notwithstanding that title remains with ClipCrate under clause 7. Delivery dates are estimates only and ClipCrate shall not be liable for any loss arising from delay in delivery.

6.2 In the case of export sales, unless otherwise agreed in writing, Goods are supplied Ex Works (Incoterms 2020) and risk passes accordingly. The Customer must arrange and pay for all insurance, import duties or taxes, demurrage, storage and freight costs beyond those which ClipCrate is expressly responsible for, and will indemnify ClipCrate (as a debt due to ClipCrate payable upon demand) for any liability ClipCrate incurs in
respect of the Order beyond that for which it is responsible. Unless otherwise agreed, payment for export sales must be made immediately prior to the time the Bill of Lading is delivered or made available to the Customer or their agent.

7. Security Interest

7.1 The Customer grants to ClipCrate a security interest in the Goods as security for all amounts owing to ClipCrate and the performance of the Customer’s obligations under these Terms.

7.2 Title in the Goods shall remain with ClipCrate until there are no longer any amounts owing to ClipCrate for those Goods. The Customer acknowledges receipt of these Terms of Trade and agrees that it will execute all documents required by ClipCrate to maintain, register and enforce ClipCrate’s security interest in respect of the Goods.

7.3 If ClipCrate registers the security interest created by these Terms under the PPSA, the Customer waives its rights to receive a copy of the verification statements in terms of section 148 of the PPSA and also waives its rights under sections 121 and 131 of the PPSA. ClipCrate and the Customer also contract out of Part 9 of the PPSA to the extent that the rights and obligations contained in sections 114, 125, 129, 132, 133 and 134 of that part of the PPSA do not apply as between ClipCrate and the Customer.

7.4 The Customer agrees that: (a) the Customer will, upon receiving a written request from ClipCrate and at its own cost and expense, promptly deliver all or any of the Goods to ClipCrate, and if the Customer fails to deliver the Goods upon request, ClipCrate may at any time enter into any place where the Goods are located and remove the Goods; (b) ClipCrate may sell all or any of the Goods without giving prior notice of the sale to the Customer; and (c) it shall immediately notify ClipCrate of any change in the Customer’s name.

8. Warranties

8.1 To the extent permitted by law, all statutory, express or implied warranties by ClipCrate including, without limitation, implied warranties of merchantability and fitness for any particular purpose are expressly excluded.

8.2 Colour, grain and texture variations may occur in Goods due to: (a) the use of natural materials (including timber and plywood) in the manufacturing process; and (b) normal manufacturing tolerances and processes. The Customer agrees that such variations do not constitute a product defect and ClipCrate shall not be liable for any loss or damage suffered by the Customer as a result of such variation.

8.3 The Customer acknowledges and agrees that ClipCrate has no control over what the Customer does with the Goods or Services after the Goods have been delivered, including the assembly, loading, stacking, handling, storage or transport of the Goods or of any contents packed in them.

8.4 ClipCrate does not warrant that the Goods or Services are fit for the purpose the Customer intends to use the Goods or Services for, including any purpose specified in these Terms or in any Order or Quote.

9. Limitation of Liability

9.1 The liability of ClipCrate in respect of all claims for loss, damage or injury arising from a breach of any of ClipCrate’s obligations under these Terms or from any act or omission of ClipCrate is limited, in each case, to the lesser of: (a) replacement or repair of the affected Goods; (b) payment of the actual cost of replacing or repairing the affected Goods; or (c) the price of the affected Goods or Services.

9.2 ClipCrate shall not be liable for any direct or indirect loss or damage (including without limitation loss of profits or savings or any indirect or consequential loss or damage), however caused, arising out of or in connection with the supply of Goods or Services by ClipCrate.

9.3 No action arising out of the supply of Goods or Services by ClipCrate, regardless of form, may be brought more than six months after the Customer becomes aware, or reasonably ought to have become aware, of the circumstances giving rise to the action.

10. Intellectual Property

10.1 All intellectual property rights in the Goods or arising out of the performance of the Services are and shall remain the property of ClipCrate. The Customer warrants that any design or drawing provided by it does not infringe any intellectual property rights of any other person.

11. Returns and Cancellations

11.1 ClipCrate is under no obligation to accept the cancellation of any Order or the return of Goods, which must be agreed to in writing by ClipCrate and may be subject to conditions (including a restocking fee). A failure or refusal to sign a despatch docket shall not be evidence of rejection of any Goods or cancellation of any Order, such rejection or cancellation to be notified in writing at least two hours prior to delivery.

11.2 Goods which are damaged before delivery to the Customer may be returned for replacement or credit by quoting the date of delivery and the despatch docket numbers or invoice number provided that: (a) the Goods are returned to ClipCrate at ClipCrate’s cost, or ClipCrate is requested to uplift the Goods, within 48 hours of delivery; and (b) the Goods are in their original condition and packaging as supplied.

11.3 No claim for faulty Goods or an error of supply will be accepted unless it is notified in writing to ClipCrate within 7 days after delivery to the Customer.

12. Consumer Guarantees Act 1993

12.1 Where Goods or Services are being supplied for the purposes of a business, the Customer agrees that the Consumer Guarantees Act 1993 will not apply.

12.2 Where the supply of Goods is to a Customer who is a supplier (as defined in the Consumer Guarantees Act) the Customer covenants with ClipCrate that it will not make or allow to be made in respect of the Goods supplied any statements or representations as to quality or description other than those made by ClipCrate. The Customer hereby indemnifies and will keep indemnified ClipCrate against any claims, losses, damages
and costs which may be made against ClipCrate in respect of statements or representations which are made contrary to the provisions of this clause.

13. Force Majeure

13.1 No claim or liability will arise against ClipCrate under these Terms or any Order or Quote, if and to the extent that ClipCrate’s failure or omission to carry out or observe any provisions of these Terms or any Order or Quote arises by reason of Force Majeure. “Force Majeure” means any event outside the reasonable control of ClipCrate.

14. Termination

14.1 All outstanding monies shall become immediately due and payable from the Customer, and ClipCrate reserves the right to immediately cancel any Order and/or the Customer’s right to hold a Credit Account, if the Customer: (a) ceases or threatens to cease carrying on business; (b) becomes unable to pay its debts as they fall due or otherwise becomes insolvent or bankrupt; (c) has a receiver or a receiver and manager
appointed in relation to all or part of its assets, commences liquidation or is placed in statutory management; or (d) breaches any of these Terms and fails to remedy the breach within ten days of written notice requiring the breach to be remedied.

15. Privacy Act 2020

15.1 The Customer authorises ClipCrate to collect, retain and use personal information about the Customer for the following purposes: (a) assessing the Customer’s creditworthiness; (b) administering the Customer’s Orders; (c) receiving information from one or more credit reference agencies concerning the credit history of the Customer; and (d) disclosing credit-related information to, and using the credit services of, one or more credit reference agencies, on a continuing basis at any time and entirelyat its discretion, concerning the Customer’s creditworthiness.

15.2 For the avoidance of doubt, all authorities given above are continuing authorities, to apply throughout the duration of the trading relationship.

15.3 The Customer, if an individual, has a right of access to personal information about the Customer held by ClipCrate and may request correction of the information in accordance with the Privacy Act 2020.

16. Guarantee and Indemnity

16.1 The Guarantor(s) of the Customer jointly and severally unconditionally guarantee to ClipCrate the due and punctual payment by the Customer of all outstanding monies, and agree to keep ClipCrate fully indemnified against all damages, losses, costs and expenses arising from any failure of the Customer to pay the monies hereby guaranteed.

16.2 As between the Guarantor(s) and ClipCrate the liability of the Guarantor(s) shall be deemed to be that of principal debtor. This guarantee is in addition to and not in substitution for any other security or right which ClipCrate may have in respect of the Customer’s indebtedness and may be enforced against the Guarantor(s) without first having recourse to any such securities or rights and without taking steps or proceedings against the Customer.

16.3 The liability of the Guarantor(s) shall not be affected by the granting of time, credit or any indulgence or other concession to the Customer or to any person giving any similar guarantee.

16.4 The guarantee and indemnity in this clause 16 is an irrevocable and continuing guarantee and indemnity and shall remain in full force until all obligations under the Customer’s Credit Account have been fully paid, satisfied or performed.

17. Disputes

17.1 The parties agree to use their best endeavours to promptly resolve any dispute or difference between them. If a dispute arises (“Dispute”), the party claiming that a Dispute has arisen shall serve notice on the other party stating the subject matter and details of the Dispute. After receipt of the notice, senior management of both parties shall meet within ten (10) working days and shall attempt in good faith to resolve the Dispute.

17.2 If senior management fail to resolve the Dispute within twenty (20) working days of notice of the Dispute, either party may take such legal action, including the commencement of legal proceedings, as deemed appropriate or necessary to resolve or determine the Dispute.

18. Defects

18.1 ClipCrate is not liable for any defects caused as a result of the Customer’s use of the Goods or Services, the Customer’s assembly, loading, stacking, storage or alteration of the Goods, the incorporation of materials supplied by the Customer into Goods, damage to the Goods after delivery, or failure to handle or maintain the Goods properly after delivery.

18.2 If the Customer conducts any tests on the Goods or Services after the Goods or Services are delivered, it must give copies of the test results to ClipCrate.

18.3 The Customer must promptly notify ClipCrate of any defect in the Goods or Services and must give ClipCrate reasonable opportunity to rectify any defects in the Goods or Services before undertaking, or permitting a third party to undertake, any rectification work.

19. General 

19.1 Waiver. ClipCrate’s failure or delay to exercise or enforce any right it has under these Terms shall not operate as a waiver of ClipCrate’s right to exercise or enforce such right or any other right in the future.

19.2 Severance. Should any part of these Terms be unenforceable, such part shall be severed and the remainder of these Terms shall remain binding.

19.3 Confidentiality. Except as required by law, both parties shall preserve as confidential any information of a confidential nature that they acquire in relation to the other.

19.4 Variation. ClipCrate may at any time and in its sole discretion vary these Terms with immediate effect, by posting the revised Terms of Trade on ClipCrate’s website at www.clipcrate.co.nz, provided that ClipCrate shall not make any variation to the nature or extent of the security interest granted by the Customer under clause 7 without the written agreement of the Customer. ClipCrate may notify the Customer by delivering to the Customer an invoice with a notice of amendment, and receipt of that invoice will be deemed acceptance by the Customer of these Terms as amended.

19.5 No Partnership. Notwithstanding any provision of these Terms, the parties agree that the relationship between them is not and shall not be construed to be a partnership.

19.6 Further Acts. The Customer shall execute all documents and do all acts and things as may reasonably be required by ClipCrate to carry into effect the matters contemplated by these Terms.

19.7 Entire Agreement. Except as otherwise agreed in writing, these Terms and those contained in any Order or Quote constitute the entire agreement between the parties.

19.8 Notice. Any letter or notice given under these Terms will be validly and sufficiently given if sent by pre-paid post or electronic mail to the address details notified by one party to the other from time to time. A notice sent by post shall be deemed to have been received on the third working day following the day of posting. A notice sent by electronic mail shall be deemed to have been received on the date specified on the email delivery receipt.

19.9 Jurisdiction. These Terms are governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts.