PART A: OVERVIEW OF THESE TERMS

1. Introduction
1.1 These Terms set out all of the terms and conditions that apply to the Works that we carry out for you.
1.2 Any other terms and conditions will not apply unless expressly approved in writing by us for a particular Quote.
1.3 These Terms may be read in conjunction with our Leak Policy document.
1.4 We may update these Terms on notice to you in writing. Our updated Terms will apply to all Works you request after we have notified you that we have updated our Terms.
1.5 If there is any inconsistency between the documents making up these Terms, unless the parties expressly agree otherwise, the documents will apply in the following descending order of priority:
(a) the Quote;
(b) the Specific Terms;
(c) these Terms of Trade (excluding the Specific Terms); and
(d) Ancillary Documents.

PART B: QUOTES AND CARRYING OUT OF WORKS

2. Quote Process
2.1 Where you ask us to carry out any works, we may provide you with a proposed quote and advise you of our order process. Unless we advise you otherwise, our quoting process is set out in this clause 2.
2.2 Any proposed quote we provide you will remain valid for 30 days from the date of issue stated on the proposed quote. You may accept the proposed quote at any time within that period.
2.3 If the proposed quote expires, or you request changes to it, we may re-quote to reflect any agreed alterations and resubmit that revised proposed quote to you.
2.4 If you accept the proposed quote (or any revised proposed quote), this will become the Quote for the purposes of these Terms.
2.5 We are under no obligation to re-quote at any time or to enquire as to the authority of any person confirming a proposed quote (or revised proposed quote) on your behalf.

3. Carrying Out of the Works
3.1 We will use reasonable efforts to commence the Works on the Commencement Date specified in the relevant Quote.
3.2 We will carry out and complete the Works using all reasonable skill and care, in accordance with the requirements of these Terms, applicable Laws, and Approvals, to achieve Completion by the Due Date for Completion.
3.3 However, despite clauses 3.1 and 3.2, unless we expressly agree otherwise in writing, the Commencement Date and Due Date for Completion are indicative only.

4. Design
4.1 Except as stated in this clause, we are not responsible for the design of any part of the Works, including as may be prepared by you or on your behalf.
4.2 We will be responsible for the design of those parts of the Works that are specified in the Quote (Contractor Design Items).
4.3 Where we undertake any Contractor Design Items, we will carry out such design with reasonable skill, care, and diligence.

5. Delay
5.1 We will be entitled to an extension to the Due Date for Completion by reason of any Variation, any cause beyond our control, any breach of these Terms by you, or wherever permitted by these Terms. Any such extension will be determined by us (acting reasonably) and notified to you.

6. Approvals
6.1 You will be responsible to apply for, give all notices in relation to, obtain, and pay for all Approvals required for the carrying out and completion of the Works.
6.2 You will also provide us with a copy of any Approvals in relation to the Works upon our request.

7. Site Access
7.1 You will allow us and our Representatives non-exclusive possession of the Site on the Commencement Date to the extent necessary to allow us to perform our obligations under these Terms.
7.2 In accessing the Site, we agree to abide by the health and safety obligations under clause 22. We are not liable for any loss or damage to the Site unless due to our negligence.
7.3 If and to the extent that any third parties will be carrying out any activity in or around the Site when we are carrying out the Works, you must notify us in writing and ensure that such third parties cooperate with us and do not interfere with or cause delay to the Works.

8. Completion of the Works
8.1 We may notify you in writing when we consider that the Works have achieved Completion.
8.2 You will, within 10 Business Days after receiving our notice, notify us in writing that:
(a) the Works have achieved Completion, stating the date accordingly (Completion Date); or
(b) the Works have not yet achieved Completion, giving detailed reasons and proposed work required.
8.3 Completion will be deemed to have occurred, and the Completion Date will be the last day of that period, if:
(a) you fail to confirm Completion (or provide reasons); or
(b) your reasons are (in our opinion) unreasonable.

PART C: VARIATIONS, DEFECTS AND WARRANTIES

9. Variations
9.1 You may request a Variation at any time. We are not required to proceed with any Variation until both parties have agreed in writing to the details and pricing of that Variation.
9.2 If you request a Variation and we are required to suspend any Works while the Variation is being priced or agreed, we are entitled to an extension of time and to recover any additional costs or losses we incur as a result.
9.3 Any Variation will form part of the Works and be subject to these Terms.

10. Defects
10.1 If you believe there is a defect in the Works, you must notify us in writing as soon as reasonably practicable.
10.2 We will, within a reasonable time, inspect the alleged defect and determine whether it is our responsibility.
10.3 If we agree that a defect exists due to our workmanship or materials, we will, at our cost, remedy that defect within a reasonable timeframe.
10.4 We will not be liable for any defect resulting from:
(a) misuse, neglect, or failure to maintain;
(b) work carried out by others after Completion; or
(c) normal wear and tear.

11. Warranties
11.1 We warrant that the Works will be carried out in a proper and workmanlike manner using materials that are new and suitable for their intended purpose.
11.2 Any manufacturer warranties provided with materials used in the Works will be passed on to you, subject to the terms of those warranties.
11.3 To the maximum extent permitted by law, all other warranties (express or implied) are excluded.

PART D: PAYMENT

12. Price and Payment
12.1 You must pay us the Price in accordance with this Part D.
12.2 Unless expressly stated otherwise, the Price and all amounts payable under these Terms are exclusive of GST.
12.3 We may invoice you for the Works as stated in the Quote or otherwise on a progress basis.
12.4 You must pay each invoice in full by the Due Date stated on the invoice.
12.5 If you dispute an invoice, you must notify us in writing within 5 Business Days of receipt, specifying the reasons for the dispute. The undisputed portion must still be paid by the Due Date.
12.6 If you fail to pay any amount by the Due Date, we may:
(a) suspend the Works until payment is made;
(b) charge interest on the overdue amount at 2% per month, calculated daily; and
(c) recover from you all costs of recovery, including legal fees on a solicitor-client basis.

13. Ownership and Risk
13.1 Ownership of materials supplied under these Terms remains with us until payment for those materials has been received in full.
13.2 Risk in the Works and materials passes to you upon delivery to the Site.

14. Security Interest
14.1 You grant us a security interest in all materials supplied under these Terms to secure payment of all amounts owing to us.
14.2 You agree that we may register a financing statement on the Personal Property Securities Register (PPSR) to protect our security interest.

PART E: SUSPENSION AND TERMINATION

15. Suspension
15.1 We may suspend the Works immediately by written notice if:
(a) you fail to pay any amount due under these Terms;
(b) you fail to provide Site access or information required for the Works; or
(c) any event occurs that makes it unsafe or unlawful for us to continue.
15.2 We will resume the Works within a reasonable time after the reason for suspension has been remedied to our satisfaction.

16. Termination
16.1 Either party may terminate these Terms immediately by written notice if the other party:
(a) materially breaches these Terms and fails to remedy that breach within 10 Business Days of notice; or
(b) becomes insolvent or is placed into liquidation or receivership.
16.2 Upon termination:
(a) you must pay us for all Works carried out up to the termination date; and
(b) we may remove any of our equipment and materials from the Site.

PART F: LIABILITY AND INDEMNITY

17. Limitation of Liability
17.1 Our total liability under or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, is limited to the Price paid for the Works.
17.2 We are not liable for any indirect or consequential loss, loss of profit, or loss of opportunity.
17.3 Nothing in these Terms limits any rights you may have under the Consumer Guarantees Act 1993 where applicable.

18. Indemnity
18.1 You indemnify us against all costs, losses, or claims suffered or incurred by us arising out of:
(a) your breach of these Terms; or
(b) any act or omission by you or your representatives in connection with the Works.

PART G: GENERAL

19. Force Majeure
19.1 Neither party will be liable for any delay or failure to perform its obligations under these Terms due to any event beyond its reasonable control.
19.2 The affected party must notify the other as soon as practicable of the event and use reasonable efforts to mitigate its effects.

20. Confidentiality
20.1 Both parties must keep all confidential information received in connection with the Works strictly confidential and not disclose it to any third party without prior written consent, unless required by law.

21. Intellectual Property
21.1 All intellectual property created or used by us in the course of the Works remains our property.
21.2 You may use any deliverables we provide only for the purpose for which they were supplied.

22. Health and Safety
22.1 We will comply with our obligations under the Health and Safety at Work Act 2015 and all other applicable laws.
22.2 You must ensure the Site is safe and that we are made aware of all known hazards before the Works commence.

23. Notices
23.1 All notices under these Terms must be in writing and delivered by hand or email to the address or email notified by each party.
23.2 A notice is deemed received:
(a) if delivered by hand, on delivery; or
(b) if sent by email, at the time the email is successfully sent, unless the sender receives an error message.

24. Governing Law
24.1 These Terms are governed by the laws of New Zealand.
24.2 The parties submit to the non-exclusive jurisdiction of the New Zealand courts.

End of Terms of Trade