Hines Electrical & Security (N.Z.) Limited
(hereafter "the Company")
1.1 Quotations issued by the Company are valid for thirty days from the date of issue.
1.2 The Company reserves the irrevocable right to withdraw a quotation where a genuine error has been made on the Company's behalf.
2 PRICES AND PAYMENT
2.1 Unless otherwise stated Goods and Service Tax is not included in our prices and will be added to any stated price.
2.2 Payment in full must be made within 14 days following the date of invoice. The customer may not set off any payments owing to the Company against any payments owed by the Company to the customer or any claims that the customer may have against the Company.
2.3 In accepting any payment from the customer, the Company will not be bound by any condition or qualifications of terms that the customer attaches to such payments. Any payments expressed to be in full and final settlement will only be accepted by the Company as such if the Company communicates its specific acceptance in writing to the customer of those terms, otherwise any payment will only be accepted as part payment of the total debt owing to the Company.
2.4 Without prejudice to any other rights of action the Company may have for late payment by the customer, the Company may charge interest on a daily basis to the customer at a rate of 1.5% per month on overdue amounts, until the overdue amounts are paid. Interest will accrue after, as well as before, any judgement that the Company may obtain against the customer. The customer will also be liable to pay all of the Company's expenses (including collection and solicitor's costs) incurred in attempting to obtain or obtaining a remedy for the customer's failure to comply with these terms of trade.
2.5 The Company is not required to verify or check that any person using the customer's account with the Company has the customer's authority to do so. The customer may not refuse to pay charges to the customer's account on the basis that the person using the account did not have the requisite authority.
2.6 The Company will cease work on any site or job immediately on any payment from the customer becoming overdue. The company will not be responsible or liable for any delay whatsoever this may cause.
3.1 The Company and the Customer agree that the Title, or ownership, of any goods supplied and/or installed by the Company remains with the Company until:
a) the Customer has paid the Company the full sum of money owing to the Company; and
b) the Customer has met all its other responsibilities to the Company.
3.2 The risk and responsibility for the goods (including insurance responsibility) passes to the Customer immediately on receipt / installation of the goods
3.3 Receipt by the Company of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honored, cleared, or recognised.
3.4 It is further agreed that:
a) until ownership of the Goods passes to the Customer in accordance with clause 3.1 that the Customer is only a bailee of the Goods and unless their Goods have become fixtures must return the Goods to the Company on request. b) the Customer holds the benefit of the Customer's insurance of the Goods on trust for the Company and must pay to the Company the proceeds of any insurance in the event of the Materials being lost, damaged, or destroyed.
c) the production of these terms and conditions by the Company shall be sufficient evidence of the Company's rights to receive the insurance proceeds direct from the insurer without the need for any person dealing with the Company to make further enquiries.
d) the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, dispose, or otherwise part with possession of the Goods then the Customer must hold the proceeds of any such act on trust for the Company and must pay or deliver the proceeds to the Company on demand.
e) the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of the Company and must sell, dispose of, or return the resulting production to the Company as it so directs.
f) unless the Goods have become fixtures the Customer irrevocably authorises the Company to enter any premises where the Company believes the Goods are kept and recover possession of the Goods
g) the Company may recover possession of any Goods in transit whether or not delivery has occurred.
h) In the case of installed goods such as, but not limited to, alarm systems, the Company will remove the individual components making up the installed system.
i) The Company will not be responsible for any damage caused in both entering the premises where the goods are thought to be held or in the removal of any installed goods, however the Company will attempt to keep any such damage to a minimum.
j) the customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of the Company.
k) the Company may commence proceedings to recover the Price of the Goods sold not withstanding that Goods has not passed to the Customer.
4. PERSONAL PROPERTY SECURITIES ACT 1999 ("PPSA")
4.1 Upon agreeing to these terms and conditions in writing the Customer acknowledges and agrees that:
a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and
b) a security interest is taken in all Goods and/or collateral (account) – being a monetary obligation of the Customer to the Company for Works – that have previously been supplied and that will be supplied in the future by the Company to the Customer.
4.2 The Customer undertakes to:
a) sign any additional documents and/or provide any additional information (such information to be complete, accurate and up-to-date in all respects) which the Company may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
b) indemnify, and upon demand reimburse, the Company for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
c) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favor of a third party without the prior written consent of the Company; and
d) immediately advise the Company of any significant change in its business practices of selling Goods which would result in a change in the nature of proceeds derived from such sales.
4.3 The Company and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
4.4 The Customer waives its rights as a debtor under sections 116, 120(20, 121, 126, 127, 129, 131 and 132 of the PPSA.
4.5 Unless otherwise agreed to in writing by the Company, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
4.6 The Customer shall unconditionally ratify any actions taken by the Company under clauses 11.1 to 11.5.
5. CONSUMER LEGISLATION
5.1 Where the provisions of the Consumer Guarantees ACT 1993 apply, these terms will be read subject to the application of the Act, and in the case of any conflict, the provisions of that Act will apply. Where the customer is a business (as "business" is defined by the Consumers Guarantees Act 1993), it agrees that it is acquiring all equipment and services from the Company for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply.
6. SECURITY AND CHARGE
6.1 In consideration of the Company agreeing to supply the Works, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future. To secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
6.2 The Customer indemnifies the Company from and against all the Company's costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Company's rights under this clause.
6.3 The Customer irrevocably appoints the Company and each director of the Company as the Customer's true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 12 including, but not limited to, signing any document on the Customer's behalf.
7.1 If the Company retains ownership of the Goods under clause 3 then:
(a) where the Company is supplying Goods only, all risk for the Goods shall immediately pass to the Customer on delivery and the Customer must insure the Materials on or before delivery. Delivery of the Goods shall be deemed to have taken place immediately at the time that either;
(i) the Customer or the Customer's nominated carrier takes possession of the Goods at the Company's address; or
(ii) the Goods are delivered by the Company or the Company's nominated carrier to the Customer's nominated delivery address (even if the Customer is not present at the address).
(b) where the Company is to both supply and install Goods then the Company shall maintain a contract works insurance policy until the Works are completed. Upon completion of the Works all risks for the Works shall immediately pass to the Customer.
7.2 Notwithstanding the provisions of clause 7.1 if the Customer specifically requests the Company to leave Goods outside the Company's premises for collection or to deliver the Goods to an unattended location then such materials shall always be left at sole risk of the Customer and it shall be the Customer's responsibility to ensure the Goods are insured adequately or at all. In the event that such Goods are lost, damaged or destroyed then replacement of the Goods shall be at the Customer's expense.
7.3 The Company shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Customer. The Customer acknowledges and agrees that in the event that any of this information provided by the Customer is inaccurate, the Company accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.
7.4 The Customer warrants that any structures to which the Goods are to be affixed are able to withstand the installation there of and that the property (including, but not limited to, the property's walls, fixtures and electrical appliances or wiring) are of suitable capacity to handle the Goods once installed. If for any reason (including the discovery of asbestos, defective or latent or unfavorable soil conditions such as liquefaction residue or risk) that the Company, or the Company employees, reasonably form the opinion that the Customer's premises is not safe for the Works to proceed then the Company shall be entitled to delay the provision of the Works (in accordance with the provisions of clause 7.3 above) until the Company is satisfied that it is safe for the installation to proceed.
7.5 The Customer acknowledges and agrees that where the Company has performed temporary repairs that:
(a) the Company offers no guarantee against the recurrence of the initial fault, or any further damage caused; and
(b) the Company will immediately advise the Customer of the fault and shall provide the Customer with an estimate for the full repair required.
7.6 In the event that the Customer requests the Company to use particular equipment, and the Company does not recommend the use of such equipment due to the risk of the equipment becoming damaged, the Company may require the Customer or their agent to authorise commencement of the Works in writing. If the Company equipment subsequently becomes damaged or unusable, the Customer shall be responsible for the cost of repair, replacement and/or retrieval of said equipment.
7.7 The Customer acknowledges that:
(a) the Company is only responsible for Goods that are replaced by the Company and does not at any stage accept any liability in respect of previous components and/or services supplied by any other third party and subsequently fail and found to be the source of the failure;
(b) where the Customer has supplied materials for the Company to complete the Works, the Customer acknowledges that they accept responsibility for the suitability of purpose, quality and any faults inherent in those materials; and
(c) the Company shall not be liable for any loss or damage to the Works (or any part thereof) howsoever arising where sub-clauses (a) and (b) applies.
8. WARRANTY AND EXCLUSION OF LIABILITY
8.1 Where Goods, which are covered by warranty, become faulty, the Company shall, wherever possible, repair or replace such goods within 14 days of written notification and during normal business hours.
8.2 Warranties offered on security systems are valid for 3 years from the date of installation. Where the customer has the standard annual routine maintenance tests carried out by the Company then the Company will extend the warranty by a further 12 months. By having consecutive annual routine maintenance tests carried out the customer can continue to have their warranty extended to 7 years, excludes batteries and remotes which have a maximum warranty period of 12 months.
8.3 Warranties offered on all other goods or services, unless otherwise stated, are for a maximum duration of 12 months.
8.4 Warranties offered by the Company do not cover acts of God, and other circumstances beyond the reasonable control of the Company including (without limitation) any act (whether criminal or otherwise) by any third party.
8.5 Any warranty offered by the Company shall become null & void if payment for those goods or services, or future additions or service to them, becomes overdue. Notification of the cessation of warranty is not required to be given by the Company.
8.6 The Company will not be liable to the customer for any damage, loss or injury caused due to the misuse, malfunction, failure, inadequate coverage, poor installation techniques or poor system design of the goods supplied. In particular, alarm systems are installed only as a deterrent against would-be criminals and not as a means of property or personal protection or insurance.
8.7 Any equipment that is covered under warranty by the Company may only be serviced altered or adjusted by the Company. If equipment supplied by the Company is in anyway tampered with, adjusted or serviced (other than in their normal day to day use) by any other person or company then any warranty offered will immediately become null and void.
8.8 In no circumstances will the Company be liable to the customer, or any other person, whether in contract tort or otherwise, for any loss or damage or injury arising directly or indirectly from services or materials supplied by the Company to the customer. In any case where the Company is found to be liable to the customer for any reason whatsoever, the extent of the Company's liability will not exceed the original sale price. The customer is not entitled to make any claim against the Company for loss of profit, consequential damage or loss arising out of a breach of any term or implied term of this agreement or under any law or guarantee or warranty given by the Company except to the extent specifically permitted by statute. Any claims must be made to the Company in writing by letter or email within 10 days of the event arising giving cause to the claim otherwise the customer has no claim of whatever nature against the Company.
9.1 The Company is authorised to obtain credit information about the customer, it's principles and directors (if any) from credit reference agencies and is also authorised to disclose credit information (including payment defaults) to credit reference and collection agencies or other persons seeking credit references. The credit information is collected to assist the Company to ascertain the customer's credit status. Failure to provide the requested information may result in credit being refused. Under the privacy Act 1993 individuals have right of access to and correction of personal information. This authority is given by the customer and all the principles and directors of the customer (if any).
10. ACCEPTANCE AND DURATION
10.1 By engaging the services of the Company, with either verbal or written consent, it must be assumed that the customer has read and accepts these terms of trade.
10.2 These terms of trade shall remain in place between the Company and the customer for as long as the customer is in usable possession of the goods or services.