TErms and Conditions
- 1. Definitions
1.1 In these terms:
Inspection Services means inspection services performed by us for you under clause 9.3.
Installation Services means installation of Products by us for you.
Total Height Safety, we, our, or us means Total Height Safety Limited.
Products means products supplied by us to you.
Services means Inspection Services and/or Installation Services.
You mean the customer we supply Products and/or Services to under these terms.
2. Acceptance
2.1 These terms apply to our current and future supply of Products and Services to you except to the extent we agree with you otherwise in writing. You will be deemed to have accepted these terms by continuing to order Products and Services from us.
3. Authorization
3.1 You irrevocably authorize Total Height Safety to check your credit status with any credit reporting agency for the purposes of assessing whether to extend credit to you.
3.2 You agree that Total Height Safety may pass on credit information about you (including any failure to make payments to Total Height Safety) to any credit reporting agency. The credit reporting agency may give that information to its customers if they seek credit information about you.
4. Orders
4.1 You may order Products and/or request Services from us via email or any other method agreed with us.
4.2 An agreement relating to the supply of the Products and/or performance of the Services will only be formed once we have provided confirmation to you accepting your order. You cannot cancel an order once we have provided that confirmation to you, unless we agree in writing.
5. Price
5.1 We will advise you of the price for the Products and the fees for the Services for any particular order before a binding agreement under clause 4.2 is formed.
5.2 A delivery charge may be payable in addition to the price of the products.
We may require you to pay a deposit. Despite clause 6.2, you must pay that deposit immediately on receipt of our invoice. We will not process your order or commence Services until the deposit has been paid in full.
6. Payment
6.1 We will invoice you for the:
a. price of the Products and any delivery charges on receipt of your order.
b. fees for Installation Services on completion of the Installation Services.
c. fees for Inspection Services on completion of the Inspection Services.
6.2 You must pay our invoice in full, without deduction or setoff, on or before the 20th day of the month following the date of our invoice. However, we may withdraw this provision of credit and withhold the delivery of Products to you until payment has been made if we consider at any time that your creditworthiness is unsatisfactory.
6.3 No retentions will apply unless expressly agreed with us in writing. We will not consider retentions if the value of the Products supplied is less than $25,000.00.
6.4 If you do not pay any invoice when due, then (without prejudice to any other rights we may have) we may:
a. charge interest on the outstanding amount at 12% per annum (calculated daily) until payment is made in full;
b. charge you any collection costs and legal costs on a solicitor/own client basis; and/or
c. suspend the supply of further Products or Services to you under clause 12.1a.
7. Title, Delivery and Risk
7.1 All Products supplied by us will remain our property until all amounts owing under these terms have been paid in full.
7.2 We may register our security interest created under clause 7.1 over Products supplied to you under the Personal Property Securities Act 1999 (PPSA).
7.3 You agree that you will have no rights under the following sections of the PPSA: 114(1)(a), 116, 120(2), 121, 125, 126, 127, 129, 131, 133, and 134.
7.4 You waive your right under the PPSA to receive a copy of any verification statement.
7.5 We will endeavor to dispatch the Products to the physical address supplied by you as soon as possible once your order is complete.
7.6 If we provide you with an estimated delivery date, we will not be liable for any loss or damage suffered by you or any other person for failure to deliver the Products by that date.
7.7 Risk of any loss or damage to the Products passes to you once the Products have been delivered to the address supplied by you.
8. Inspection
8.1 You must inspect the Products within the following times after delivery:
a. Three days after the date of delivery for any shortfall or damage that can be seen on visual inspection.
b. One month after the date of delivery for any damage that cannot be seen on visual inspection.
8.2 You must inform us of any shortfall or damage to the Products within those timeframes referred to in clause 8.1. If you fail to inform us of any shortfall or damage to the Products within those timeframes, you will be deemed to have accepted the Products as complying to your order and we will have no liability to you.
8.3 In respect of any shortfall, our liability to you is limited to the making up of that shortfall.
8.4 In respect of any damage to the Products which we find existed prior to delivery, our liability to you is limited at our option to replacing the Products, repairing the Products, or refunding you the amount paid by you in respect of the Products.
9. Warranty
9.1 The Products purchased by you may be covered by a manufacturer warranty (Warranty).
9.2 If the Products purchased by you are covered by a Warranty, we will provide you with a Warranty certificate.
9.3 In order for any Warranty provided under clause 9.1 to be effective, you must engage us for annual or six-monthly inspections of the Products following installation.
9.4 We will notify you of the specific inspection requirements for the Products purchased by you when we provide you with the Warranty certificate.
10. Services
10.1 If you request that we provide Services, this clause 10 will apply in addition to the rest of these terms.
10.2 You will, at your cost, obtain all licenses, consents, or approvals from the regional and/or territorial authority that may be required in relation to the Services.
10.3 If licenses, consents or approvals obtained by you are subject to conditions affecting the carrying out of the Services, you will notify us of those conditions. You will be responsible for any additional cost incurred by us which arise in complying with these conditions.
10.4 You will provide us with reasonable access to the property on which we are to perform the Services to enable us to perform the Services.
10.5 You must inform us of any risks or hazards we may encounter on the property while performing the Services.
10.6 We may engage subcontractors to assist us in carrying out the Services.
10.7 The parties will both comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services.
11. Liability
11.1 You agree that the Consumer Guarantees Act 1993 will not apply in relation to the supply of Products or Services to you as you are a business acquiring the Products or Services for the purposes of your business.
11.2 If we are liable to you for any reason our liability will be limited, at our discretion:
a. In relation to the supply of Products, to the re-supply of the Products, the repair of the Products, or an amount equal to the price paid by you for the Products.
b. In relation to the supply of the Services, to the re-supply of those Services or an amount equal to the fees paid by you for those Services.
11.3 We will not be liable for any loss of profits or any indirect or consequential loss or damage arising out of these terms or our dealings with you.
12. Suspension or Termination
12.1 We may suspend the supply of Products or Services to you if:
a. you do not pay any invoice when due;
b. any credit limit we have agreed to grant you is or is likely to be exceeded;
c. we have any concerns about your creditworthiness; or
d. we otherwise determine that it is necessary to suspend the supply of Products or Services to you.
12.2 Our agreement may be terminated immediately by either party giving written notice to the other as a result of:
a. the other party’s default under these terms; or
b. the other party becoming insolvent, or being subject to the appointment of a receiver, manager, liquidator, or statutory manager, or committing an act of bankruptcy, or making a scheme of arrangement with its creditors.
13. Variation of terms
13.1 We may amend these terms from time to time by giving you notice in writing. Any amendment to these terms will apply to any subsequent orders of Products or Services made by you after we notify you of the amended terms.
14. No Waiver
14.1 We will not be deemed to have waived any right under these terms unless the waiver is in writing and signed by us. A failure to exercise or delay in exercising any right by us under these terms will not operate as a waiver of that right. Any such waiver will not constitute a waiver of any subsequent or continuing right or of any other provision in these terms.
15. No Assignment
15.1 You may not assign or transfer any of your rights or obligations under these terms without our prior written consent.
16. Governing Law and Jurisdiction
16.1 New Zealand law will apply, and New Zealand courts will have jurisdiction in relation to these terms, and any claims arising out of any transaction between you and us.
16.2 In the event of a dispute, the adjudication procedure in the Construction Contracts Act 2002 may apply