Terms and Conditions
1. DEFINITIONS
In these terms and conditions unless context requires otherwise:
1.1 “Customer” means you, any person acting on behalf of and with the authority of you or any person purchasing Products and Services from URL.
1.2 “Products” means:
1.2.1 all products specified in URL’s quote;
1.2.2 all products supplied to the Customer by URL;
1.2.3 all products that are marked as having been supplied by URL or that are stored by the Customer in a manner that enables them to be identified as having been supplied by URL; and
1.2.4 all of the Customer’s present and after-acquired property that URL has performed Services on or to or in which Products supplied by URL have been attached or incorporated.
1.3 “Services” means all services provided by URL to the Customer including the supply of Products, any advice or recommendations, and all charges for labour, hire charges, insurance charges, or any fee or charge associated with the supply of Products by URL to the Customer.
1.4 “Terms” means these terms and conditions as amended from time to time in accordance with clause 2.2.
1.5 “URL” means Unique Roofing Limited and includes any successors, assigns, agents or employees thereof.
1.6 “Working Day” means a day other than a Saturday, Sunday or public holiday in Canterbury.
2. ACCEPTANCE
2.1 Any instructions received by URL from the Customer for the supply of Products or Services or acceptance of the delivery of Products and Services shall constitute a binding contract and acceptance of these Terms.
2.2 URL may amend these Terms from time to time by posting updated Terms to URL’s website. The amended Terms will apply to the provision of Products and Services following the posting of that notice.
3. COLLECTION AND USE OF INFORMATION
3.1 The Customer authorises URL to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under these Terms, or marketing any Products or Services.
3.2 The Customer authorises URL to disclose any information obtained to any person for the purposes set out in clause 3.1.
3.3 Where the Customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 2020.
4. PRICE
4.1 The price for Products and Services shall be as outlined in the quotation.
4.2 Where no quotation is provided the price shall be calculated based on URL’s pricing for the Products and (if applicable) URL’s standard hourly rates for the Services provided at the time the Products or Services were provided.
4.3 URL may change the price:
4.3.1 if the Customer requests any variation to the Products or Services; or
4.3.2 where URL have to provide additional Products and/or Services due to unexpected difficulties which are only discovered once URL start providing the Products and/or Services; or
4.4 where there is any reasonable increase in the cost of supply of the Products that is beyond the control of URL between the date of the quote and delivery of the Products or Services.
5. PAYMENT
5.1 When acceptance is made the Customer shall pay URL a non-refundable 30% deposit, the balance being due as per section 5.2.
5.2 Final payment for Products and Services shall be made within 14 days of the date of URL’s invoice unless otherwise in writing between URL and the Customer (the Due Date).
5.3 Interest may be charged on any amount owing after the Due Date at the rate of 2.5% accruing on a daily basis.
5.4 Any expenses, disbursements and legal costs incurred by URL in the enforcement of any rights contained in these Terms shall be paid by the Customer, including any reasonable solicitor’s fees incurred by URL on a solicitor own client basis or debt collection agency fees.
5.5 Payment will only be deemed to have been made when URL have received in full all monies owing to them.
5.6 URL may withhold further supply of Products and Services full payment is made.
6. QUOTATION
6.1 Where a quotation is given by URL for Products:
6.1.1 unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
6.1.2 the quotation shall be exclusive of goods and services tax unless specifically stated to the contrary.
6.2 URL reserves the right to alter the quotation before it is accepted.
7. RISK & INSTALLATION
7.1 The Products remain at URL’s risk until installed at the address of the customer.
7.2 Despite clause 7.1, the Customer will be liable for all damage to Product caused directly or indirectly by the Customer.
8. QUANTITY
8.1 Other than stock items URL cannot guarantee to deliver the exact quantity of Products which the Customer has ordered and deliveries of 10% more or less than the quantity ordered shall constitute performance of the order. In such instances a pro-rata charge or deduction will apply.
9. TITLE
9.1 Despite clause 7.1, ownership of all Products remains with URL and does not pass to the Customer until the Customer has paid for the Products and Services in full and satisfied all other obligations under these Terms.
9.2 Until ownership of the Products passes to the Customer, the Customer must:
9.2.1 hold or deal with the Products as URL’s agent and deal with them only on URL’s behalf;
9.2.2 store the Products in a manner which will protect them from damage or deterioration, and ensure they are separately identified or identifiable from the Customer’s other property;
9.2.3 not grant any interest or charge over the Products to any other person;
9.2.4 insure the Products at the Customer’s own cost for full replacement value against all risk and, if URL require, have URL’s interest in the Products noted on the Customer’s insurance policy;
9.2.5 not assign or purport to assign to any person the right to receive any proceeds of the Products; and
9.2.6 grant to URL an irrevocable license to enter onto any property that the Product is located at any time to take any action URL consider necessary to protect the Products and/or URL’s security interest in the Products. Such action includes, without limitation, taking possession of the Products at any time without notice to the Customer and repossessing the Products.
9.3 to the extent permitted by law, URL will not be liable to the Customer or any third party for any loss or damage URL cause in exercising URL’s rights under this clause 9. the Customer indemnifies URL for all costs and liabilities (including legal costs on a solicitor own client basis) incurred in connection with the exercise or purported exercise of URL’s rights under this clause 9.
10. SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
10.1 Without limiting anything else in these Terms, the Customer grants to URL a security interest in the Products and their proceeds, which shall secure payment of all amounts owed to URL and performance of all the Customer’s other obligations under these Terms.
10.2 The Customer agrees to do all things necessary to enable URL to register a financing statement on the Personal Property Securities Register and to ensure that the security interest is a first ranking perfected security interest over the Products and all proceeds.
10.3 If the Products subsequently become part of some other product or mass, then nothing in these Terms shall limit the application of sections 82 to 86 of the PPSA.
10.4 The Customer agrees that nothing in sections 114(1)(a), 120(1), 122, 133 or 134 of the PPSA will apply. The Customer further agrees to waive their rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129 and 131 of the PPSA to the extent that these rights may be waived under section 107(2) of the PPSA.
10.5 The Customer waives their rights under section 148 of the PPSA to receive a copy of any verification statement in respect of any financing statement or financing change statement relating to the security interest granted by the Customer.
11. PAYMENT ALLOCATION
11.1 URL may at its discretion allocate any payment received from the Customer towards any invoice issued by URL that URL determines and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated. In the absence of any payment allocation by URL, payment shall be deemed to be allocated in such manner as preserves the maximum value of URL’s purchase money security interest in the Products.
12. RETURNS
12.1 Products made to the Customer’s specifications are not acceptable for credit or return.
12.2 Products that are not made to the Customer’s specification must be returned within seven (7) days of installation.
13. LIABILITY
13.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon URL 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 URL, URL’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.
13.2 Except as otherwise provided for in these Terms URL shall not be liable for:
13.2.1 any loss or damage of any kind whatsoever, arising from the supply of Products or Services by URL to the Customer, including consequential loss whether suffered or incurred by the Customer 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 Products and/or Services provided by URL to the Customer; and
13.2.2 the Customer shall indemnify URL 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 URL or otherwise, brought by any person in connection with any matter, act, omission, or error by URL its agents or employees in connection with the Products and/or Services.
14. WARRANTY
14.1 URL will use reasonable endeavours to ensure the Customer receives the benefit of any warranties given by a manufacturer or supplier in respect of Products supplied.
14.2 All warranties and representations not expressly stated in these Terms or otherwise given by URL to the Customer in writing (whether express, statutory, implied or otherwise) are excluded to the maximum extent permitted by law.
14.3 The Customer agrees that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply to these Terms. The Customer further agrees that they have not relied on any representations made by URL in entering into this these Terms and that accordingly this clause 14.4 is fair and reasonable.
14.4 The Customer warrants that they have the necessary authority to enter into this these Terms.
14.5 Product warranties can be supplied on request.
15. CONSUMER GUARANTEES ACT
15.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Products and/or Services from URL for business purposes in terms of section 2 and 43 of that Act.
16. GUARANTEE
16.1 If URL requests, the Customer will arrange for a personal guarantee to be provided by a person (or persons) satisfactory to URL in URL’s sole discretion in respect of the Customer’s obligations under these Terms.
16.2 The Customer acknowledges and agrees that as between URL and the guarantor(s), the guarantor(s) may for all purposes be treated as being primarily liable to URL, and URL shall be under no obligation to take proceedings against the Customer before taking proceedings against the guarantor(s).
17. HEALTH AND SAFETY
17.1 Where the Customer grants access to URL over its property for the purpose of URL providing Products or Services, the Customer shall ensure compliance with all legislation and regulations in relation to the property, including ensuring that the property is safe for URL to provide the Products or Services.
17.2 If URL has any concerns regarding the safety of its employees and contractors in relation to the access and use of the Customer’s property, Unique Roofing may suspend all work until such time as its safety concerns have been resolved. In that case, the Customer shall be responsible for payment of the Products or Services provided by URL to that point and URL shall not be liable to the Customer for any loss or claim arising from the suspension of work under this clause 17.2.
17.3 URL has not and will not assume any obligations as the Customer’s agent or otherwise which may be imposed upon the customer from time to time pursuant to the Health and Safety at Work Act 2015 arising out of the provision of Products and Services by URL.
18. DISPUTE RESOLUTION
18.1 If a dispute arises out of or relates to these Terms or the supply of any Products or Services, URL will endeavour to resolve the dispute by good faith negotiations with you. If the parties are unable to resolve the dispute during negotiations, either party may refer the dispute to mediation by notice in writing by a mediator to be agreed between the parties within five Working Days of that notice or failing agreement by the President of the New Zealand Law Society or his or her nominee. URL will share the costs of the mediator equally with the Customer.
18.2 Any such dispute arising out or relating to these terms which is not resolved by mediation under this clause 18.1 above, shall be determined by arbitration in accordance with New Zealand Law. The arbitrator shall be agreed upon by the parties and should they fail to agree within twenty one (21) days, then that arbitrator shall be appointed by the President for the time being of the New Zealand Law Society or his or her nominee. URL will share the costs of the arbitrator equally with the Customer.
19. GENERAL
19.1 Amendment: Any amendment to these Terms must be in writing and signed by an authorised representative of each party.
19.2 Assignment: URL may assign their rights and obligations under these Terms without the Customer’s consent. The Customer may not assign any of their rights and obligations under these Terms without URL’s prior agreement in writing.
19.3 Legislation: A reference to any legislation in these Terms includes a reference to any amended or substitute legislation and any regulations enacted under that legislation.
19.4 Governing Law: These Terms are subject to, governed by New Zealand law and the parties submit to the exclusive jurisdiction of the courts of New Zealand in respect of any dispute in relation to these Terms.
19.5 Severability: Each provision of these Terms is separately binding. If any provision is void, unenforceable or otherwise ineffective by operation of New Zealand law, the remaining provisions will continue to be valid and enforceable.
19.6 Joint and Several Liability: Where the Customer comprises of more than one person or entity then the obligations between those persons under this these Terms is joint and several.
19.7 Waiver: No failure or delay by URL in exercising their rights under these Terms shall be deemed to be a waiver of that right, any subsequent breach of the same or any other provisions in these Terms.
19.8 Force Majeure: URL shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control (Force Majeure). If a Force Majeure event occurs, URL may at its discretion either cancel, suspend or delay their supply of Products or Services (in whole or part). The Customer will have no claim against URL as a result of any such cancellation, suspension or delay.
19.9 Termination: Without prejudice to any other remedies URL may have, if at any time the Customer is in breach of any obligation under these terms and conditions, URL may suspend or terminate the supply of Products and Services to the Customer. URL will not be liable to the Customer for any loss or damage the Customer suffers because URL has exercised its rights under this clause.