1.1 “Merton Equipment” shall mean Merton Equipment Limited, or any agents or employees
1.2 “Client” shall mean the Client, any person acting on behalf of and with the authority of the Client, or
any person purchasing products and services from Merton Equipment.
1.3 “Goods” shall mean:
1.3.1 all Goods of the general description specified on the front of this agreement and supplied by
Merton Equipment to the Client; and
1.3.2 all Goods supplied by Merton Equipment to the Client; and
1.3.3 all inventory of the Client that is supplied by Merton Equipment; and
1.3.4 all Goods supplied by Merton Equipment and further identified in any invoice issued by
Merton Equipment to the Client, which invoices are deemed to be incorporated into and
form part of this agreement; and
1.3.5 all Goods that are marked as having been supplied by Merton Equipment or that are
stored by the Client in a manner that enables them to be identified as having been supplied by
Merton Equipment; and
1.3.6 all of the Client’s present and after-acquired Goods that Merton Equipment has
performed work on or to or in which goods or materials supplied or financed by Rex Industrial
Equipment have been attached or incorporated.
1.3.7 The above descriptions may overlap but each is independent of and does not limit the others.
1.4 “Goods and Services” shall mean all goods, products, services and advice provided by Rex Industrial
Equipment to the Client and shall include without limitation the design, importing, manufacture,
exporting, supply, installation, repair and maintenance of pneumatic tyred wheels, castors, conveyors,
materials handling equipment and all other associated products and services and all charges or any fee
or charge associated with the supply of Goods and Services by Merton Equipment to the Client.
1.5 “Price” shall mean the cost of the Goods and Services as agreed between Merton Equipment
and the Client and includes all disbursements eg charges Merton Equipment pay to others on
the Client’s behalf subject to clause 4 of this contract.
2.1 Any instructions received by Merton Equipment from the Client for the supply of Goods and
Services shall constitute a binding contract and acceptance of the terms and conditions contained
3. COLLECTION AND USE OF INFORMATION
3.1 The Client authorises Merton Equipment to collect, retain and use any information about the
Client, for the purpose of assessing the Client’s credit worthiness, enforcing any rights under this
contract, or marketing any Goods and Services provided by Merton Equipment to any other party.
3.2 The Client authorises Merton Equipment to disclose any information obtained to any person for
the purposes set out in clause 3.1.
3.3 Where the Client is a natural person the authorities under clauses 3.1 and 3.2 are authorities or
consents for the purposes of the Privacy Act 1993.
4.1 Where no price is stated in writing or agreed to orally the Goods and Services shall be deemed to be
sold at the current amount as such Goods and Services are sold by Merton Equipment at the
time of the contract.
4.2 The price may be increased by the amount of any reasonable increase in the cost of supply of the
Goods and Services that is beyond the control of Merton Equipment between the date of the
contract and delivery of the Goods and Services.
5.1 Payment for Goods and Services shall be made in full on or before the 20th day of the month following
the date of the invoice (“the due date”).
5.2 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part
5.3 Any expenses, disbursements and legal costs incurred by Merton Equipment in the enforcement
of any rights contained in this contract shall be paid by the Client, including any reasonable solicitor’s
fees or debt collection agency fees.
5.4 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until
such negotiable instrument is paid in full.
5.5 A deposit may be required.
6.1 Where a quotation is given by Merton Equipment for Goods and Services:
6.1.1 Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue;
6.1.2 The quotation shall be exclusive of goods and services tax unless specifically stated to the
6.1.3 Merton Equipment reserves the right to alter the quotation because of circumstances
beyond its control.
6.2 Where Goods and Services are required in addition to the quotation the Client agrees to pay for the
additional cost of such Goods and Services.
7.1 The Goods and Services remain at Merton Equipment’s risk until delivery to the Client.
7.2 Delivery of Goods and Services shall be deemed complete when Merton Equipment gives
possession of the Goods and Services directly to the Client or possession of the Goods and Services is
given to a carrier, courier, or other bailee for purposes of transmission to the Client.
8. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
8.1 Title in any Goods and Services supplied by Merton Equipment passes to the Client only when the
Client has made payment in full for all Goods and Services provided by Merton Equipment and of
all other sums due to Merton Equipment by the Client on any account whatsoever. Until all sums
due to Merton Equipment by the Client have been paid in full, Merton Equipment has a
security interest in all Goods and Services.
8.2 If the Goods and Services are attached, fixed, or incorporated into any property of the Client, by way of
any manufacturing or assembly process by the Client or any third party, title in the Goods and Services
shall remain with Merton Equipment until the Client has made payment for all Goods and
Services, and where those Goods and Services are mixed with other property so as to be part of or a
constituent of any new Goods and Services, title to these new Goods and Services shall deemed to be
assigned to Merton Equipment as security for the full satisfaction by the Client of the full amount
owing between Merton Equipment and Client.
8.3 The Client gives irrevocable authority to Merton Equipment to enter any premises occupied by
the Client or on which Goods and Services are situated at any reasonable time after default by the
Client or before default if Merton Equipment believes a default is likely and to remove and
repossess any Goods and Services and any other property to which Goods and Services are attached or
in which Goods and Services are incorporated. Merton Equipment shall not be liable for any
costs, damages, expenses or losses incurred by the Client or any third party as a result of this action,nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability
cannot be excluded. Merton Equipment may either resell any repossessed Goods and Services
and credit the Client’s account with the net proceeds of sale (after deduction of all repossession,
storage, selling and other costs) or may retain any repossessed Goods and Services and credit the
Client’s account with the invoice value thereof less such sum as Merton Equipment reasonably
determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
8.4 Where Goods and Services are retained by Merton Equipment pursuant to clause 8.3 the Client
waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 (“PPSA”)
and to object under s.121 of the PPSA.
8.5 The following shall constitute defaults by the Client:
8.5.1 Non payment of any sum by the due date.
8.5.2 The Client intimates that it will not pay any sum by the due date.
8.5.3 Any Goods and Services are seized by any other creditor of the Client or any other creditor
intimates that it intends to seize Goods and Services.
8.5.4 Any Goods and Services in the possession of the Client are materially damaged while any sum
due from the Client to Merton Equipment remains unpaid.
8.5.5 The Client is bankrupted or put into liquidation or a receiver is appointed to any of the Client’s
assets or a landlord distrains against any of the Client’s assets.
8.5.6 A Court judgment is entered against the Client and remains unsatisfied for seven (7) days.
8.5.7 Any material adverse change in the financial position of the Client.
9. PAYMENT ALLOCATION
9.1 Merton Equipment may in its discretion allocate any payment received from the Client towards
any invoice that Merton Equipment determines and may do so at the time of receipt or at any
time afterwards and on default by the Client may reallocate any payments previously received and
allocated. In the absence of any payment allocation by Merton Equipment, payment shall be
deemed to be allocated in such manner as preserves the maximum value of Merton Equipment’s
purchase money security interest in the Goods and Services.
10. GENERAL LIEN
10.1 The Client agrees that Merton Equipment may exercise a general lien against any Goods and
Services or property belonging to the Client that is in the possession of Merton Equipment for
all sums outstanding under this contract and any other contract to which the Client and Rex Industrial
Equipment are parties.
10.2 If the lien is not satisfied within seven (7) days of the due date Merton Equipment may, having
given notice of the lien at its option either:
10.2.1 Remove such Goods and Services and store them in such a place and in such a manner as
Merton Equipment shall think fit and proper and at the risk and expense of the Client;
10.2.2 Sell such Goods and Services or part thereof upon such terms as it shall think fit and apply the
proceeds n or towards discharge of the lien and costs of sale without being liable to any
person for damage caused.
11. DISPUTES AND RETURN OF GOODS
11.1 No claim relating to the Goods and Services will be considered unless made within seven (7) days of
11.2 No Goods will be accepted for return without the prior consent of Merton Equipment.
12.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties
or conditions or impose obligations upon Merton Equipment which cannot by law (or which can
only to a limited extent by law) be excluded or modified. In respect of any such implied warranties,
conditions or terms imposed on Merton Equipment, Merton Equipment’s liability shall,
where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required
by the relevant statute.
12.2 Except as otherwise provided by clause 12.1 Merton Equipment shall not be liable for:
12.2.1 Any loss or damage of any kind whatsoever, arising from the supply of Goods and Services by
Merton Equipment to the Client, including consequential loss whether suffered or
incurred by the Client or another person and whether in contract or tort (including negligence)
or otherwise and irrespective of whether such loss or damage arises directly or indirectly from
Goods and Services provided by Merton Equipment to the Client; and
12.2.2 The Client shall indemnify Merton Equipment against all claims and loss of any kind
whatsoever however caused or arising and without limiting the generality of the foregoing of
this clause whether caused or arising as a result of the negligence of Merton Equipment
or otherwise, brought by any person in connection with any matter, act, omission, or error by
Merton Equipment its agents or employees in connection with the Goods and Services.
13.1 Manufacturer’s warranty applies where applicable.
14. COPYRIGHT AND INTELLECTUAL PROPERTY
14.1 Merton Equipment, owns and has copyright in all designs, specifications, goods, products,
documents and software produced by Merton Equipment in connection with the Goods and
Services provided pursuant to this contract and the client may use the Goods and Services only if paid
for in full and for the purpose for which they were intended and supplied by Merton Equipment.
15. CONSUMER GUARANTEES ACT
15.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Client acquires
Goods and Services from Merton Equipment for the purposes of a business in terms of section
2 and 43 of that Act.
16. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
16.1 If the Client is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for
Merton Equipment agreeing to supply Goods and Services and grant credit to the Client at their
request, also sign this contract in their personal capacity and jointly and severally personally undertake
as principal debtors to Merton Equipment the payment of any and all monies now or hereafter
owed by the Client to Merton Equipment and indemnify Merton Equipment against
non-payment by the Client. Any personal liability of a signatory hereto shall not exclude the Client in
any way whatsoever from the liabilities and obligations contained in this contract. The signatories and
Client shall be jointly and severally liable under the terms and conditions of this contract and for
payment of all sums due hereunder.
17.1 Merton Equipment shall not be liable for delay or failure to perform its obligations if the cause
of the delay or failure is beyond its control.
17.2 Failure by Merton Equipment to enforce any of the terms and conditions contained in this
contract shall not be deemed to be a waiver of any of the rights or obligations Merton Equipment
has under this contract.
17.3 If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence,
legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.