Terms and Conditions

A PDF copy of these Terms and Conditions can be supplied upon request by prospective customers.

PACTIX LIMITED – TERMS AND CONDITIONS OF SUPPLY (CO-PACKING SERVICES AND PRODUCTS)

Pactix Limited (company number 7984996) – www.pactix.co.nz

Version 2.0 – effective from 8 October 2026. These Terms replace Version 1.5 (effective 13 September 2023) for all Orders accepted on or after the effective date.

IMPORTANT NOTICE

Please read these Terms carefully. In particular, please note:

(a) these Terms apply only to supplies to businesses, and the Customer agrees that the Consumer Guarantees Act 1993 and certain provisions of the Fair Trading Act 1986 do not apply (clause 13);

(b) Pactix's liability is limited (clause 14);

(d) the Customer is responsible for its product, Artwork and labelling content (clauses 4, 5 and 12.3); and

(e) how Pactix handles personal information is explained in clause 19 and the Privacy Policy.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms:

Affiliatemeans an entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with a party.

Artworkmeans the graphics, text, logos, label content, images and other material supplied or approved by the Customer for printing on Packaging Materials or Products.

Business Day means a day other than a Saturday, Sunday or public holiday in Wellington, New Zealand and, for deliveries, a day other than a public holiday at the place of delivery.

Confidential Information means all non-public information disclosed by one party to the other, including Specifications, formulations, recipes, pricing, customer lists and business information, but excludes information that is or becomes public other than through a breach of these Terms, was already lawfully known to the recipient, or is independently developed by the recipient.

Contracthas the meaning given in clause 2.3.

Customermeans the person, firm or company that requests a Quotation, places an Order or receives Products or Services from Pactix, and includes its permitted assigns.

Customer IP means the Customer's brands, trade marks, Artwork, product names, formulations, recipes and other Intellectual Property Rights.

Customer Materials means honey, product, ingredients, bulk goods, Packaging Materials, labels and any other goods or materials supplied by or on behalf of the Customer.

Easysnap IP means all Intellectual Property Rights in the Easysnap® system, sachets and Pulsar machines and in the Easysnap® trade marks, owned by or licensed from Easysnap Technology S.r.l.

Force Majeure means any event or circumstance beyond the reasonable control of the affected party, including natural disaster, pandemic, government action, industrial action not involving the affected party's own staff, failure of utilities, and breakdown of, or inability to obtain parts for, the Easysnap® machinery despite reasonable efforts, but excluding lack of funds.

GST has the meaning given in the Goods and Services Tax Act 1985.

Insolvency Event means, in relation to a party, that the party is unable to pay its debts as they fall due, or that any corporate action is taken, or any steps are taken or legal proceedings are started, for: (a) its winding-up, dissolution, liquidation or re-organisation, other than to reconstruct or amalgamate while solvent; (b) the appointment of a controller, receiver, administrator, statutory manager, trustee or similar officer over it or any of its assets; or (c) it seeks or is granted protection from its creditors under any applicable legislation.

Intellectual Property Rights means all present and future rights in patents, designs, trade marks, copyright, know-how, trade secrets, confidential information and similar rights, whether registered or unregistered, anywhere in the world.

Ordermeans a purchase order for Products or Services accepted in writing by Pactix under clause 3.

Packaging Materials means film, sachets, cartons, labels and other packaging.

PPSAmeans the Personal Property Securities Act 1999.

Pricemeans the price for the Products and Services set out in the accepted Order or Quotation or, if none, in Pactix's then-current price list.

Privacy Policy means Pactix's privacy policy published at https://pactix.co.nz/privacy-policy, as updated from time to time.

Productsmeans the finished goods produced, filled, packed or supplied by Pactix for the Customer under a Contract, including Easysnap® sachets.

Quotationmeans a written quotation issued by Pactix.

Servicesmeans the co-packing, filling, sealing, packing, labelling, graphics preparation, storage and related services provided by Pactix.

Specification means the written specification for the Products and Services agreed in writing between the parties, including fill weight, sachet format, film, coding, packing configuration and quality parameters.

Termsmeans these terms and conditions.

1.2 In these Terms, unless the context requires otherwise:

(a) headings are for convenience only and do not affect interpretation;

(b) a person includes a company, partnership, trust, association or government agency;

(d) a reference to dollars or $ is to New Zealand dollars;

(e) "including" and similar words are not words of limitation;

(f) a reference to conduct includes any omission, statement or undertaking, whether or not in writing;

(g) "written" and "in writing" include email;

(h) where something must be done on a day that is not a Business Day, it must be done on the next Business Day; and

(i) no rule of construction applies to the disadvantage of a party because that party prepared these Terms.

2. APPLICATION OF THESE TERMS

2.1 These Terms apply to every Quotation, Order and supply of Products or Services by Pactix to the Customer.

2.2 The Customer accepts these Terms by signing the acceptance at the end of these Terms or a credit application that refers to them, by placing an Order, or by accepting a Quotation or delivery of Products.

2.3 Each accepted Order forms a separate contract (Contract) comprising the accepted Order, any Quotation and Specification referred to in it, and these Terms.

2.4 If there is any inconsistency between the documents forming a Contract, they take priority in the following order:

(a) any written agreement signed by both parties that expressly varies these Terms;

(b) the Specification;

(d) these Terms.

2.5 Any terms in the Customer's purchase order or other documents do not apply unless expressly agreed in writing by a director of Pactix.

2.6 Pactix may update these Terms by giving the Customer at least 20 Business Days' written notice (including by email). Updated Terms apply only to Orders accepted after the notice period ends, and never to Orders already accepted. The current Terms are published at https://pactix.co.nz/terms-and-conditions.

3. QUOTATIONS AND ORDERS

3.1 Quotations are valid for 30 days unless stated otherwise. A Quotation is not an offer capable of acceptance, and no Contract arises until Pactix accepts an Order.

3.2 Orders must be in writing in the form reasonably required by Pactix and must include:

(a) the number of Products, or the volume of honey or other product, to be packed;

(b) the Specification, or a reference to an agreed Specification;

(d) the Packaging Materials and Artwork to be used, and any associated packing arrangements; and

(e) whether Pactix is to retain samples beyond those referred to in clause 6.2, and for how long.

Pactix may set a minimum order quantity or minimum production run, which will be stated in the Quotation.

3.3 Pactix may accept or decline an Order in whole or in part. An Order is accepted only when Pactix confirms acceptance in writing. Acceptance of one Order does not oblige Pactix to accept future Orders.

3.4 The Customer may cancel or vary an accepted Order only by written notice. If the Customer cancels or reduces an Order, the Customer must pay Pactix's reasonable costs incurred up to the date of the notice, including the cost of Packaging Materials printed or ordered specifically for the Customer that cannot reasonably be used elsewhere, and the cost of any work already completed. Pactix will provide reasonable evidence of these costs on request and will take reasonable steps to reduce them.

3.5 Changes to an Order or Specification requested by the Customer may result in a variation to the Price and delivery dates, which Pactix will notify to the Customer before proceeding.

4. SPECIFICATIONS, ARTWORK AND APPROVALS

4.1 The Customer must supply the Specification and Artwork in the format required by Pactix's current "Instructions for film graphics" (available from Pactix or at https://pactix.co.nz/creating-graphics), and must provide any information reasonably requested by Pactix.

4.2 Pactix will provide a proof (digital or physical) of the Artwork as it will appear on the Packaging Materials. The Customer must check the proof carefully and approve it in writing before production. Pactix is not responsible for errors in Artwork or label content that appear in a proof approved by the Customer.

4.3 The Customer is solely responsible for the content and accuracy of the Artwork and all label content and claims, and for ensuring that they comply with all applicable laws, regulations, standards and codes in each market where the Products will be sold, including requirements for food labelling, ingredients, allergens, nutrition information, country of origin, Mānuka honey grading and classification, and cosmetic and over-the-counter products. Pactix does not provide regulatory advice unless expressly agreed in writing.

4.4 The Customer acknowledges that minor variations in print colour, registration and finish within normal industry tolerances [or the tolerances in the Specification] may occur and do not constitute a defect.

5. CUSTOMER MATERIALS

5.1 The Customer must deliver Customer Materials to Pactix's premises at the Customer's cost and risk, in the quantities and by the dates agreed, together with all documents reasonably required by Pactix, including certificates of analysis, test results, Mānuka grading certificates, allergen information, safety data sheets, regulatory registrations and traceability information. Every consignment of honey or bee products must be accompanied or preceded by a completed Apiarist and Beekeeper Statement (Harvest Declaration) or E-Cert, and Pactix may decline to process any consignment that is not. The Customer must notify Pactix in writing before delivery if any Customer Materials contain an allergen, and promptly if the allergen status of any ingredient, additive or processing aid changes.

5.2 The Customer warrants that the Customer Materials are of merchantable quality, comply with the Specification and all applicable laws, are fit for processing by the Easysnap® system, are safe to handle and are free from contamination.

5.3 Pactix may inspect and test Customer Materials and may reject any that do not comply with clause 5.2 or the Specification, or that are unsuitable for processing. Pactix will notify the Customer promptly of any rejection, and the Customer must collect rejected Customer Materials at its cost within 10 Business Days of that notice.

5.4 Title to Customer Materials remains with the Customer. Risk of loss of or damage to Customer Materials passes to Pactix on delivery to Pactix's premises and returns to the Customer on collection or dispatch. Pactix's liability for loss of or damage to Customer Materials is limited to loss or damage caused by Pactix's failure to take reasonable care, and to the amount in clause 14.4. The Customer must insure Customer Materials for their full value while they are held by Pactix.

5.5 The Customer acknowledges that filling and sealing involve normal process losses (for example, start-up, line purging, sampling and changeover losses). Unless the Specification states otherwise, a process loss of Customer Materials is acceptable and Pactix is not liable for it. Pactix will report actual yields on request.

5.6 Pactix will store Customer Materials and Products free of charge for 28 Business Days after completion of the Order or the agreed delivery date, whichever is later. After that, Pactix may charge for storage at its standard rates notified to the Customer. If Customer Materials or Products are not collected within 180 Business Days after Pactix gives written notice requiring collection, Pactix may dispose of them after giving a further 10 Business Days' written notice, and may apply any proceeds of sale against amounts owing, accounting to the Customer for any balance.

5.7 Until all amounts owing by the Customer to Pactix are paid, Pactix has a lien over all Customer Materials and Products in its possession and may withhold their release, provided Pactix has given the Customer written notice of the overdue amounts.

6. PACTIX'S OBLIGATIONS

6.1 Pactix will perform the Services with reasonable care and skill, in accordance with the Specification, good industry practice and applicable laws, including the food safety requirements that apply to Pactix's premises and operations (such as MPI’s RMP).

6.2 Pactix will apply the batch codes or other identifiers agreed in the Specification, keep production and traceability records for the period required by law (and in any event for at least 3 years), and retain retention samples from each production batch for 3 years.

6.3 Pactix may use subcontractors for parts of the Services (for example, film printing or freight), but remains responsible for their performance as if it were its own.

6.4 On reasonable notice and during business hours, Pactix will give the Customer reasonable access to audit Pactix's premises and the records relevant to the Customer's Products, subject to Pactix's safety and confidentiality requirements. Customer audits are at the Customer's expense.

6.5 Any technical advice, recommendation or information given by Pactix about the Products, Packaging Materials, Artwork or the Easysnap® system (other than under a written agreement to provide that advice) is given in good faith as general guidance only. The Customer remains responsible for deciding whether the Products are suitable for its purposes and markets.

7. PRICE AND PAYMENT

7.1 The Price is set out in the Quotation or accepted Order and is exclusive of GST and any other taxes, duties, levies or charges, which the Customer must pay in addition to, and at the same time as, the Price. Pactix will issue tax invoices as required by law.

7.2 Pactix may change its prices at any time before it accepts an Order. After acceptance, Pactix may increase the Price only to reflect documented increases in the cost of Packaging Materials, freight or other inputs outside Pactix's reasonable control, and only by giving written notice before production starts. If the increase exceeds 10%, the Customer may cancel the affected part of the Order by written notice within 5 Business Days of Pactix's notice without paying the costs in clause 3.4 (other than for Packaging Materials already printed for the Customer).

7.3 Unless the Contract states otherwise, the Customer must pay a deposit of 50% of the projected Price on acceptance of the Order and the balance before the Products are dispatched or made available for collection. Pactix may require a deposit or payment in advance for a first Order, for new customers, or where clause 8.2 applies.

7.4 If the Customer disputes an invoice in good faith, it must notify Pactix in writing, with reasons, within 10 Business Days of receiving the invoice and must pay the undisputed portion by the due date. Otherwise, the Customer must not withhold, set off or deduct any amount from payments without Pactix's prior written consent.

7.5 Payment is made only when Pactix receives the full amount in cleared funds.

7.6 Pactix may apply any payment that does not identify the invoice to which it relates to any outstanding amount, in the order Pactix decides.

7.7 If the Customer does not pay an amount when due, Pactix may charge interest on the overdue amount at 1.5% per month (or any lower rate required by law), calculated daily from the due date until payment. The Customer must also pay Pactix's reasonable costs of recovering overdue amounts, including debt collection fees and legal costs on a solicitor-and-own-client basis.

8. CREDIT

8.1 Pactix may require the Customer to complete a credit application and, where the Customer is a company or trust, may require a guarantee from its directors or trustees as a condition of providing credit.

8.2 Pactix may, by written notice, set, reduce or withdraw a credit limit, or require payment in advance or on delivery, if the Customer exceeds its credit limit, fails to pay on time, or Pactix has reasonable grounds to doubt the Customer's ability to pay. This does not affect Orders already paid for.

9. DELIVERY AND COLLECTION

9.1 Unless the Contract states otherwise, Products are supplied ex Pactix's premises and are delivered when collected by or on behalf of the Customer. If Pactix agrees to arrange freight, delivery occurs when the Products are delivered to the agreed delivery address, and freight is charged at the rates notified to the Customer.

9.2 Delivery and production dates are estimates. Pactix will use reasonable endeavours to meet them and will notify the Customer promptly of any expected delay and the revised date.

9.3 If Pactix fails to deliver an Order within 30 Business Days after the estimated delivery date for reasons other than Force Majeure or the Customer's act or omission (including late or non-compliant Customer Materials, late approval of Artwork, or non-payment), the Customer may cancel the undelivered part of that Order by written notice. Pactix will then refund any amounts prepaid for the cancelled part and return unused Customer Materials. Except for this right and subject to clause 14, Pactix is not liable for delay.

9.4 The Customer must accept delivery or collect Products between 9.00am and 5.00pm on a Business Day. If the Customer fails to take delivery of or collect Products when they are ready, the Products are treated as delivered on the date Pactix was ready to deliver them, risk passes to the Customer, and clause 5.6 applies.

9.5 Pactix may deliver by instalments. Each instalment may be invoiced separately, but a failure in one instalment does not entitle the Customer to cancel other instalments except under clause 9.3 or clause 20.

9.6 The Customer must inspect the Products promptly on delivery and notify Pactix in writing of any shortage or visible defect within 10 Business Days after delivery, giving reasonable details and photographs. Defects that are not reasonably discoverable on inspection are dealt with under clause 12.

9.7 Pactix may withhold delivery while any amount owed by the Customer is overdue, after giving the Customer written notice.

9.8 Pactix may suspend production or delivery if it reasonably believes the Products may be unsafe, may breach any law, or may infringe any person's Intellectual Property Rights. Pactix will promptly notify the Customer and consult with it in good faith. Suspension is not an admission of liability.

10. PACKAGING INTEGRITY AND TRACEABILITY

10.1 Where Pactix supplies Products packed and labelled, the Customer must not alter, remove, obscure or tamper with batch codes, best-before dates or other identification, and must keep records sufficient to trace the onward supply of each batch (one step forward).

11. RISK, TITLE AND SECURITY INTEREST

11.1 Risk in Products passes to the Customer on delivery under clause 9.1 or clause 9.4.

11.2 Legal and beneficial ownership of the Products (other than the Customer Materials incorporated in them, which remain the Customer's property) does not pass to the Customer until the Customer has paid all amounts owing to Pactix under every Contract.

11.3 Until ownership passes under clause 11.2, the Customer:

(a) holds the Products as bailee for Pactix and must store them so that they are identifiable as Pactix's property;

(b) may sell the Products in the ordinary course of business, but as principal and without binding Pactix to any third party;

(c) holds the proceeds of any sale, up to the amount owing to Pactix, on trust for Pactix, and must keep them in a separate account or pay them to Pactix immediately; and

(d) loses the right in clause 11.3(b) if Pactix gives written notice after an event described in clause 20.1 or clause 20.2 occurs.

11.4 If an event described in clause 20.1 or clause 20.2 occurs, Pactix may, after giving the Customer at least 2 Business Days' written notice (or without notice where Pactix reasonably believes the Products are at risk of removal or disposal), enter the Customer's premises during business hours to recover Products in which it retains ownership, and may resell them. The Customer grants Pactix an irrevocable licence to do so and must pay Pactix's reasonable costs of recovery, transport and storage. Pactix will account to the Customer for any proceeds of sale exceeding the amount owing.

11.5 The Customer acknowledges that these Terms create a security interest in favour of Pactix in all present and after-acquired Products supplied by Pactix (and their proceeds) to secure all amounts owing by the Customer to Pactix, and that this security interest is a purchase money security interest to the extent permitted by the PPSA.

11.6 The Customer must:

(a) promptly sign any documents and provide any information that Pactix reasonably requires to register a financing statement or otherwise perfect its security interest;

(b) give Pactix at least 14 days' prior written notice of any change to its name or details; and

(c) at Pactix's request, use reasonable endeavours to obtain any consents or waivers from third parties needed for Pactix's security interest to have priority.

Pactix will pay the cost of registering a financing statement and will discharge it within a reasonable time after the Customer requests this, if no amounts are owing and no further supplies are expected.

11.7 To the extent permitted by law, the Customer waives its right to receive a verification statement under the PPSA and agrees that, as between the parties:

(a) the Customer has no rights under (or by reference to) sections 114(1)(a), 116, 120(2), 121, 125, 129, 131, 133 and 134 of the PPSA; and

(b) where Pactix has rights in addition to those in Part 9 of the PPSA, those rights continue to apply.

12. WARRANTIES

12.1 Pactix warrants that:

(a) the Services will be performed with reasonable care and skill and in accordance with the Specification; and

(b) at the time of delivery, the Products will conform to the Specification and the filling, sealing and packaging work will be free from defects in workmanship,

for the period ending on the earlier of the best-before or expiry date of the Products and 12 months after delivery (Warranty Period).

12.2 The warranty in clause 12.1 does not apply to any non-conformity or defect to the extent caused by:

(a) Customer Materials, Artwork, the Specification or the Customer's instructions;

(b) storage, handling or transport after delivery other than in accordance with Pactix's reasonable written recommendations;

(d) the acts or omissions of any person other than Pactix or its subcontractors.

12.3 The Customer warrants that:

(a) it has authority to enter into each Contract;

(b) the Customer Materials comply with clause 5.2;

(c) the Artwork, the Specification and the Customer IP, and Pactix's use of them in accordance with the Customer's instructions, will not infringe any person's Intellectual Property Rights;

(d) all label content, statements and claims supplied or approved by the Customer comply with all applicable laws; and

(e) it holds all registrations, approvals and licences required to sell the Products in each market where they will be sold.

12.4 If the Customer notifies Pactix in writing of a breach of clause 12.1 during the Warranty Period, and within 10 Business Days after discovering it, Pactix will (after verifying the claim and, if requested, receiving samples or the affected Products), at its option, re-perform the Services, replace the affected Products (with the Customer supplying replacement Customer Materials, and Pactix reimbursing their reasonable cost where the defect was caused by Pactix), or refund or credit the Price paid for the affected Products. Pactix will act reasonably in selecting the remedy. At Pactix's option and cost, affected Products must be returned to Pactix or destroyed, with evidence of destruction provided.

12.5 Except for the warranties expressly set out in these Terms and any terms that cannot lawfully be excluded, all warranties, conditions, guarantees and terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.

13. BUSINESS PURPOSES – CONSUMER LAW

13.1 The Customer confirms that it acquires all Products and Services for the purposes of a business, and agrees that the Customer and Pactix are both in trade.

13.2 To the extent permitted by law, the parties agree that the Consumer Guarantees Act 1993 does not apply to any supply under these Terms, and that the provisions of the Fair Trading Act 1986 that the parties may lawfully contract out of when acting in do not apply to any supply under these Terms.

13.3 The parties agree that it is fair and reasonable for them to be bound by this clause 13, having regard to the value of the supplies, the parties' relative bargaining positions, the opportunity for the Customer to seek independent advice, and the warranties and remedies given by Pactix in clause 12.

14. LIMITATION OF LIABILITY

14.1 Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, or either party's liability for fraud or wilful misconduct.

14.2 Neither party is liable to the other, whether in contract, tort (including negligence), under statute or otherwise, for any loss of profit, revenue, business, goodwill or opportunity, or for any indirect or consequential loss. This clause does not limit the Customer's obligation to pay the Price and other amounts due, or a party's liability under an indemnity in clause 15 for amounts payable to third parties.

14.3 Subject to clauses 14.1, 14.4 and 15.3, Pactix's total aggregate liability arising out of or in connection with a Contract, however arising, is limited to the Price paid or payable for the Products and Services under that Contract.

14.4 Pactix's total liability for loss of or damage to Customer Materials is limited to the cost to the Customer of replacing the affected Customer Materials, as reasonably evidenced, and is reduced by any amount the Customer recovers, or could have recovered, under the insurance required by clause 5.4.

14.5 A party's liability is reduced to the extent that the loss is caused or contributed to by the other party, and each party must take reasonable steps to mitigate its loss.

14.6 The Customer must bring any claim against Pactix within [2] years after the Customer becomes aware (or ought reasonably to have become aware) of the facts giving rise to the claim.

15. INDEMNITIES

15.1 The Customer indemnifies Pactix, its Affiliates and their officers, employees and contractors against all losses, liabilities, costs (including reasonable legal costs) and claims brought by third parties arising out of:

(a) any breach of the Customer's warranties in clause 5.2 or clause 12.3;

(b) any claim that the Artwork, Specification, Customer IP or Customer Materials infringe any person's Intellectual Property Rights; or

(c) any death, illness, injury or damage caused by Customer Materials or by the Customer's product formulation or label content,

except to the extent caused or contributed to by Pactix's breach, negligence or wilful misconduct.

15.2 If label content, statements or claims supplied or approved by the Customer do not comply with applicable law and, as a result, Pactix is warned, investigated or prosecuted by a regulatory authority, the Customer must pay Pactix's reasonable costs of responding (including legal costs and the reasonable cost of Pactix's staff time) and, to the extent permitted by law, any fine or pecuniary penalty imposed on Pactix, except to the extent caused by Pactix's own breach or negligence.

15.3 Pactix indemnifies the Customer and its officers and employees against all losses, liabilities, costs (including reasonable legal costs) and claims brought by third parties for death, personal injury or damage to property caused by Pactix's negligence or breach of these Terms in performing the Services, except to the extent caused or contributed to by the Customer. Pactix's liability under this clause is limited to the price paid for the co-packing service and the cost of replacement Ex-Works.

15.4 A party seeking to rely on an indemnity in this clause 15 must notify the other party promptly of the claim, allow the indemnifying party to conduct the defence at the indemnifying party's cost, not admit liability or settle the claim without the indemnifying party's consent (not to be unreasonably withheld), and provide reasonable assistance.

16. PRODUCT COMPLAINTS AND RECALLS

16.1 Each party must notify the other in writing of any complaint, adverse event or information concerning the safety, quality, identity or legal compliance of the Products within 2 Business Days after becoming aware of it, or within 24 hours where it may indicate a risk to health or safety.

16.2 The Customer, as brand owner, is responsible for deciding whether to recall or withdraw Products and for notifying regulators and the market, unless the law requires Pactix to act. The Customer must consult Pactix before making that decision, and Pactix may take any action required of it by law or by a regulator.

16.3 Pactix will cooperate in any recall or withdrawal, including by promptly providing batch and traceability records.

16.4 The costs of a recall or withdrawal are borne by the party whose breach, negligence or materials caused it, in proportion to its contribution, and otherwise by the Customer, subject to clause 14.

17. INTELLECTUAL PROPERTY

17.1 The Customer retains ownership of all Customer IP. The Customer grants Pactix a non-exclusive, royalty-free, non-transferable licence to use, reproduce and adapt the Customer IP (including to prepare proofs and print Packaging Materials, with the right to sub-license printers and subcontractors) solely to perform the Services.

17.2 Pactix retains ownership of all Intellectual Property Rights in its processes, know-how, methods, tooling, templates and documents, and in any improvements to them, other than Customer IP.

17.3 The Customer acknowledges that Easysnap® is a registered trade mark of Easysnap Technology S.r.l. and that the Easysnap IP is owned by or licensed from Easysnap Technology S.r.l. Nothing in these Terms transfers any Easysnap IP to the Customer. The Customer may sell the Products in their Easysnap® sachets, and may refer to the Easysnap® name in marketing the Products only in accordance with any brand guidelines provided by Pactix. The Customer must not challenge or misuse the Easysnap® trade marks.

17.4 Unless you ask us not to (in writing, before selling the product on a website), we may photograph completed products and use the images in our portfolio, website and social media. We will only do so where, and after, the product is offered to the public.

18. CONFIDENTIALITY

18.1 Each party must keep the other party's Confidential Information confidential and use it only to perform, or receive the benefit of, a Contract. A party may disclose Confidential Information to its employees, contractors, professional advisers, insurers and financiers who need to know it and are bound by confidentiality obligations, or where required by law or a regulator (after notifying the other party where lawful and practicable).

18.2 On request after a Contract ends, each party must return or destroy the other party's Confidential Information, except for records required by law or retained in routine backups, which remain subject to this clause 18.

18.3 The terms of each Contract (including pricing) are Confidential Information of Pactix, but Pactix may publish these standard Terms.

18.4 This clause 18 survives the end of any Contract.

19. PRIVACY

19.1 Pactix collects, uses, stores and discloses personal information in accordance with the Privacy Act 2020 and the Privacy Policy. The Privacy Policy should be read together with these Terms and explains in more detail how Pactix handles personal information and how individuals can access and correct it.

19.2 This clause 19 applies to personal information about the Customer (if the Customer is an individual) and about individuals connected with the Customer, such as its directors, owners, employees, contractors and guarantors.

19.3 The Customer authorises Pactix to collect, use and disclose that personal information to:

(a) provide the Products and Services and administer the Customer's account and each Contract;

(b) send the Customer information about Pactix's products and services (any individual may opt out of marketing at any time);

(c) assess the Customer's creditworthiness, including by obtaining information from and providing information to credit reporting agencies, and verify identity if Pactix carries out a credit check;

(d) collect overdue amounts, including by disclosing information to debt collection agencies and legal advisers;

(e) register a financing statement on the Personal Property Securities Register;

(f) comply with the law, including food safety, traceability and regulatory requirements; and

(g) disclose information to Pactix's service providers (including IT, website hosting, email, accounting, freight and printing providers, and Easysnap Technology S.r.l. where needed for technical support), some of which may store or process information outside New Zealand, including in the United States, the European Union (Italy) and Australia, as described in the Privacy Policy.

19.4 Before providing personal information about any individual to Pactix (including in Artwork, Specifications or correspondence), the Customer must ensure that the individual is aware of this clause 19 and the Privacy Policy and, where required, has consented.

19.5 Individuals may request access to and correction of their personal information by contacting The Privacy Officer, at info@pactix.co.nz or on +64 21 878 261.

19.6 Pactix will not sell personal information.

19.7 If the Customer receives personal information from Pactix, the Customer must handle it in accordance with the Privacy Act 2020.

20. SUSPENSION AND TERMINATION

20.1 If any amount owed by the Customer is more than 10 Business Days overdue, Pactix may, after giving 5 Business Days' written notice, suspend performance of any Contract until payment is made.

20.2 Either party may terminate a Contract (or all Contracts) immediately by written notice if the other party:

(a) commits a material breach that is not capable of remedy;

(b) commits a material breach that is capable of remedy and fails to remedy it within 10 Business Days after receiving written notice requiring it to do so; or

A failure by the Customer to pay any amount within 10 Business Days after written notice of non-payment is a material breach.

20.3 On termination:

(a) the Customer must pay for all Products delivered and Services performed up to termination and, where the Customer is the defaulting party, the costs described in clause 3.4;

(b) where Pactix is the defaulting party, Pactix must refund any amounts prepaid for Products and Services not supplied;

(d) Pactix may retain amounts paid by the Customer and apply them against amounts owing to Pactix, accounting to the Customer for any balance.

20.4 Termination does not affect accrued rights. Clauses 5.6, 5.7, 7, 11, 12.5, 13, 14, 15, 16, 17, 18, 19 and 21 to 24, and any other clause intended to survive, survive termination.

21. FORCE MAJEURE

21.1 A party is not liable for delay or failure to perform its obligations (other than payment obligations) to the extent caused by Force Majeure, provided that it notifies the other party promptly with details and the expected duration, and uses reasonable endeavours to mitigate the effects and resume performance.

21.2 The affected party's obligations are suspended for the duration of the Force Majeure.

21.3 If Force Majeure prevents performance of a Contract for more than 30 consecutive days, either party may terminate the affected Contract by written notice without liability, except that the Customer must pay for Products delivered and Services performed and the reasonable cost of Packaging Materials printed specifically for the Customer, and Pactix must refund amounts prepaid for anything not supplied.

22. DISPUTES

22.1 If a dispute arises, a party must give the other party written notice of it, and senior representatives of both parties must meet (including by video call) within 10 Business Days to try to resolve it in good faith.

22.2 If the dispute is not resolved within 20 Business Days after the notice, either party may refer it to mediation administered by the Arbitrators' and Mediators' Institute of New Zealand (AMINZ) or a mediator agreed by the parties, with the mediator's costs shared equally.

22.3 Nothing in this clause 22 prevents a party from seeking urgent interim relief from a court, or Pactix from taking steps to recover undisputed debts.

23. NOTICES

23.1 Notices must be in writing and delivered by hand, sent by prepaid post or sent by email to the recipient's address set out in the Order or credit application, or as most recently notified in writing. Pactix's address for notices is 2 Buchanan Street, Wadestown, Wellington, email sales@pactix.co.nz.

23.2 A notice is treated as received:

(a) if hand delivered, on delivery;

(b) if posted, 4 Business Days after posting within New Zealand, or 7 Business Days after posting if sent to or from another country; or

(c) if emailed, when the email is sent, unless the sender receives an automated message that the email was not delivered.

A notice received after 5.00pm, or on a day that is not a Business Day, is treated as received at 9.00am on the next Business Day.

24. GENERAL

24.1 Each party must comply with all laws, regulations, standards and codes that apply to its obligations under these Terms.

24.2 The Customer must not assign or transfer its rights or obligations without Pactix's prior written consent (not to be unreasonably withheld). Pactix may assign its rights and obligations to a purchaser of all or substantially all of its business by written notice to the Customer, provided the purchaser agrees to be bound by these Terms.

24.3 If any provision of these Terms is invalid, illegal or unenforceable, it is to be read down to the extent necessary or severed, and the rest of these Terms continues in effect.

24.4 A failure or delay by either party in exercising a right is not a waiver of that right.

24.5 Each Contract (together with these Terms) is the entire agreement between the parties about its subject matter and supersedes all prior discussions. Except under clause 2.6, these Terms may be varied only in writing signed by both parties.

24.6 Nothing in these Terms creates a relationship of agency, partnership, joint venture or employment, and neither party may bind the other.

24.7 The United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) does not apply to any Contract.

24.8 These Terms and every Contract are governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

CUSTOMER ACCEPTANCE

The Customer accepts these Terms (Version 3.0) and confirms that it acquires the Products and Services for the purposes of a business, that it has read clauses 11 (security interest), 13 (consumer law), 14 (limitation of liability), 15 (indemnities) and 19 (privacy), and that it has had the opportunity to seek independent legal advice.

Customer legal name: ____________________

NZBN / company number: ____________________

Address: ____________________

Email for notices: ____________________

Name of authorised signatory: ____________________

Position: ____________________

Signature: ____________________

Date: ____________________

Signed for Pactix Limited by:

Name: ____________________

Position: ____________________

Signature: ____________________

Date: ____________________