TERMS & CONDITIONS OF TRADE

The Terms of Trade set out below govern the supply of any goods and/or services (“the works”) from Rabbet Design Limited trading as Rabbet Design (“us”, “we”, “our”) to the Customer named in our quote (“you”, “your”). If you disagree with any of the terms you must advise us immediately, otherwise your acceptance of our quotation is taken as your acceptance of these terms. These Terms of Trade, together with the quote form the “contract”.

1. GENERAL TERMS

1.1 Our quotation (“quote”) for the works is:

a)  valid for 30 days following the date of the quote;
b)  offered as a complete package, partial acceptance is not available;
c)  exclusive of goods and services tax (GST) unless specifically stated to the contrary; and
d)  based on costs and charges as at the date of the quote. We reserve the right to vary the quote where circumstances beyond our control increase our cost of completing the works and we will notify you of any such variations.

1.2  Upon acceptance of our quote, the plans, specifications and other documents for the works as provided by you and upon which the quote was prepared (the “documents”) are final and binding. Any amendments made to the documents following acceptance will result in a variation.

1.3  In the event of an inconsistency between the quote and the documents, the quote will prevail. It is your obligation to ensure the documents comply with all relevant consents and legislation.

1.4  Unless otherwise stipulated our quote does not allow for service disconnections, reconnections, relocations or reinstatements, loading, unloading, hoisting, installation, fixings, metalwork or structural support that may be required for support of joinery. Inclusion of these items may result in a variation.

1.5  Where delays are caused by you, either by variations, failure to provide relevant documentation or any other situations outside of our control we may issue a variation for that delay and/or suspend the works until the delay has been remedied. We will not be liable for any damages which result from delays caused by you or other third parties.

2. INSTALLATION

2.1  Where our quote includes installation you must, at your cost, provide site facilities, including but not limited to, safe access, craneage, hoisting, scaffold (where appropriate), utilities, ablutions, cleaning, rubbish removal/disposal and any other item required by legislation or council.

2.2  A site measurement has been allowed for in our quote, however if a further site measurement is required due to circumstances outside of our control the additional site measurement and any further
works resulting from that site measurement may result in a variation.

3. PAYMENT

3.1  Your acceptance of our quote confirms that you have sufficient funds and/or finance to meet your obligations under the contract. We may require you to provide documentary proof of such funds and/or finance at any time and you will have 5 working days to provide that evidence to us. Failure to produce such evidence may result in our quote being withdrawn.

3.2 We require a 50% deposit, being an advanced payment for the works, prior to commencement of the works.

3.3 The balance of 50% is due on completion of the works, in addition to any additional costs for variations not already paid.

3.4  You will pay all moneys due without setoffs or retentions on or before the due date. You agree and acknowledge that set offs, retentions, contra charges and/or back charges are not claimable under the contract.

3.5 We reserve the right to charge penalty interest at the rate of 2.5% per month, compounding monthly, from the due date to the date of payment on all overdue amounts.

3.6 Any costs incurred by us in debt collection, including but not limited to actual and reasonable costs on a solicitor-client basis, are payable by you.

3.8 Any and all documentation we hold in respect of the works (such as drawings, producer statements, manuals, warranties and the like) will be available upon payment of all outstanding amounts.

3.9 If you cancel the contract, a refund will be calculated on any payments made including deposit, less any labour or material costs incurred by Rabbet Design up to the point of cancellation. In the event that the material costs of a job exceed the total of payments made, the Client will be required to pay these costs.

4. VARIATIONS

4.1 A variation is any change to the works set out in the quote including but not limited to:

a) an increase or decrease in the quantity or scope of the works;
b) omission of any works;
c) change in the character or quality of any materials or works;
d) requiring of additional works or materials;
e) changes to the level, line position or dimension of the works;
f) changes to the timing or sequencing of any works;
g) anomalies between, or changes to any documents, manufacture details or transportation requirements, which results in additional work to complete the works;
h) additional works required to modify and accommodate for out of tolerance works (tolerances being +/- 5mm for joinery and +/- 2mm for panel work)
i) extra works required by a territorial authority; and/or
j) additional work or items required to complete the works.

4.2 Where a variation results in an increase in the contract price you will be liable for payment of the increase.

4.3 You may request a variation however we are under no obligation to agree to the variation. Agreement will not be arbitrarily withheld.

4.4 Where a variation is agreed the variation must be recorded in writing and you will be liable for any increase in payment due under the contract. We may require significant cost variations to be paid in advance at our discretion, otherwise due on completion.

4.5 All variations will be notified as soon as reasonably practicable following receipt of the information that led to the variation.

5. DRAWINGS AND DESIGN

5.1 All intellectual property in any plans, drawings and/or designs we provide in connection with the works is and will remain our property.

5.2 Unless otherwise stated, all plans, drawings and/or designs we may reasonably require in order to complete the works are included in the quote, or cost of variations.

6. INSURANCE, OWNERSHIP AND RISK

6.1 Any goods supplied by us as part of our work remain our property until paid for in full. If any money remains unpaid or you are in breach of any obligation to us, we or our agents are authorised by you to enter your premises (or any premises where the goods are located) to recover and resell any or all of those goods.

6.2 All goods are at your risk following delivery to site and/or collection from us. We will not be liable for any damage whatsoever to goods unless the damage is caused directly by our staff or subcontractors.


7. PPSA SECURITY INTEREST

7.1  You acknowledge and agree that these terms of trade constitute a security agreement in terms of the Personal Property Securities Act 1999 (“PPSA”) and that you grant to us a Security Interest in the goods and their proceeds, which shall secure the obligations owed by you to us to pay the purchase price of the goods and any other obligations owed by you to us under this contract (together “the Indebtedness”) and, where the goods and/or proceeds are not readily identifiable and/or traceable or their recoverable value is insufficient to pay the Indebtedness, the security interest shall also extend to all your present and after acquired property, to the extent required to secure the Indebtedness.

7.2  As and when required by us you must, at your own expense, provide all reasonable assistance and relevant information to enable us to register a Financing Statement or Financing Change Statement and generally to obtain, maintain, register and enforce our Security Interest in respect of the goods supplied, in accordance with the PPSA.

7.3  You must not change your name without first notifying us of the new name not less than 7 days before the change takes effect.

7.4  Nothing in sections 114(1)(a), 133 and 134 of the PPSA will apply to this contract. You further waive your rights to:

a)  receive notice under section 120(2) and 129;
b)  receive a statement of account under section 116;
c)  receive surplus distributed under section 117;
d)  recover any surplus under section 119;
e)  object to any proposal of the Company to retain collateral under section 121;
f)  not have goods damaged in the event that we were to remove an accession under section 125;
g)  apply to the Court for an order concerning the removal of an accession under section 131; and
h)  redeem collateral under section 132.

7.5 In the event of you entering Voluntary Administration, the administrator may not sell any goods subject to the security interest granted by this clause 7 without our prior written consent.

8. DEFAULT

8.1 The security interest created by this contract becomes enforceable if any of the following events occur:

a)  you fail to pay any amount owing on the due date;
b)  you sell, part with possession, lease or dispose of any goods or do anything inconsistent with our ownership of the goods prior to making payments in full to us
c)  we believe you have committed or will commit an act of bankruptcy, have had or are about to have a receiver, or voluntary administrator appointed, or be declared insolvent;
d)  the goods are at risk, as that term is defined in the PPSA;
e)  you neglect or fail to carry on your business to our reasonable satisfaction, or if there is a significant deterioration in your trading or asset position.

9. LIABILITY

9.1  Except as otherwise provided at law, we will not be liable for any consequential loss, damage or expense of any kind, including without limitation any financial loss, suffered by you arising from our breach of this contract.

9.2  Our total liability under or in connection with this contract (whether arising in contract, tort or otherwise), shall be limited to the actual contract price paid by you for the works.

10. WARRANTY

10.1  Where required we will provide a written warranty for a period not exceeding 12 months from the date of practical completion in a form equivalent to the NZIA Conditions of Contract (2009) Schedule G1

10.2  The guarantees contained in the Consumer Guarantees Act 1993 are excluded where you acquire our works for the purpose of a business in terms of section 2 and 43 of that Act.

10.3  Nothing in this contract is intended to contract out of the provisions of the Consumer Guarantees Act 1993, except to the extent permitted by that Act.

10.4 You will notify us promptly of any defects discovered in our works. We will remedy any defective works and at our sole discretion repair or replace any faulty goods that you report to us in writing within 90 days of completion of the works or any longer period specified in our quote. Where the Consumer Guarantees Act 1993 and sections 362I to 362K of the Building Act 2004 apply, any additional rights you have under those Acts apply in addition to this warranty.

11. HEALTH & SAFETY

11.1 Where the works are to be completed on site you must ensure the health and safety of all of our employees, agents and invitees by taking all actions necessary to eliminate and minimise risks as far as reasonably practicable at the workplace. We will both cooperate with and coordinate activities with each other to ensure the safety of both you and our employees, agents and invitees at the workplace.

12. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES

12.1 If the Customer is a company or a trust the director(s) or trustee(s) signing this contract, in consideration of our agreeing to supply goods and services, and granting credit to the Customer, at their request, also sign this contract in their personal capacity and jointly and severally personally undertake to us as principal debtors that the payment of any and all monies now or hereafter owed by you to us will be made and indemnify us against non-payment by the Customer. Any personal liability of a signatory under this clause shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and the Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.

13. NOTICES

13.1 A notice required to be given under this contract must be in writing and delivered personally OR by prepaid mail OR document exchange OR sent by email transmission.

a) Any notice is deemed to be given when personally delivered, upon delivery OR when mailed or delivered by document exchange, 5 working days after posting OR when sent by email communication, 24 hours after the email is sent.

13.2 Unless otherwise notified, the address of each party, for the purposes of giving notice, is the address set out in the quote or such other address as is notified in writing to each other party from time to time.

14. DISPUTE RESOLUTION

14.1 If any party considers any matter in relation to the contract to be in dispute, that party must serve notice on the other party advising of the nature of the dispute.

14.2 Both parties must use their best efforts to resolve any dispute through negotiation.

15. MISCELLANEOUS

15.1 You will not assign all or any of your rights or obligations under this contract without our written consent.

15.2 We will not be liable for delay or failure to perform our obligations if the cause of the delay or failure is beyond our control.

15.3 Our failure to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of our rights or obligations under this contract.

15.4 The law of New Zealand shall apply to this contract except to the extent expressly negative or varied by this contract.

15.5 Where the terms of this contract are at variance with the order or instruction from you, this contract shall prevail.

15.6 If any provision of this contract shall be invalid, void or illegal or unenforceable, the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.