1.       DEFINTIONS AND INTERPRETATION

(a)      Agreement: Means the terms and conditions contained herein, together with any quote, estimate, order, invoice or other document or amendments expressed to be supplemental to this agreement.

(b)      Services: Means the services described with any quotation or invoice.

(c)      Client: Shall mean the Client, any person acting on behalf of and with the authority of the Client or any person purchasing products and services from ‘Fab Direct’.

(d)      GST: All amounts payable pursuant with any quote or estimate are plus GST, if any.

2.       QUOTATIONS AND ESTIMATES

(a)      The Company may provide a quoted price for the services to be provided. Quoted prices are in New Zealand dollars and exclusive of GST. Quotes are only valid for the time described on the quote.

(b)      If no quote has been provided to the Client, then the Company will provide the services on a charge out basis.

(c)      The Company may also provide an estimate for the work to be completed.

(d)      All prices are subject to alteration without notice until a quote is accepted by the Client.  

3.       PAYMENT

(a)      The Client agrees and is liable to pay the deposit and fees listed in a quote or estimate.

(b)      The Client also agrees to reimburse the Company for any other costs reasonably incurred by the Company in the performance of the services, where those costs have not already been specified in a quote or estimate.

(c)      If the payment method is by way of payment claim, then the provisions of the Construction Contracts Act 2002 (the CCA) will apply.

4.       SECURITY

(a)      The Company may retain any of the Clients goods in its possession pending payment for the services provided (repairers lien).

(b)      The Client also agrees that the Companies interest created in these terms is a security interest within the meaning of the Personal Property Securities Act 1999 (PPSA).

(c)      The Company will have the right to register such interest with the Personal Property Securities Register.

(d)      The Client agrees to complete all necessary steps to perfect the Companies interest at the Company’s request. The Client will reimburse the Company for any costs associated in the registration of the financing statement.

(e)      Nothing in Sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.

(f)      The Client waives its right as debtor under sections 116, 120(2), 121, 125, 126,127,129,131 &132 of the PPSA.

(g)      The Client waives its right to receive a verification statement in accordance with Section 148 of the PPSA.

5.       DEFAULT

(a)      If the Client fails to meet their obligations under these terms and conditions, then the Company may serve a written notice requiring the Client to remedy the default within 7 days of serving the notice.  

(b)      If payment is not made in full by the end of that 7 days, then the Company may suspend the services until payment is made in full.

(c)      The Company will charge interest compounding monthly on overdue balances at a rate of 2% per month.

(d)      The Client also agrees that the Company can refer the overdue balance to a third party for debt collection and recover all costs back from the Client including but not limited to legal costs on a solicitor client basis.

6.       TERMINATION

(a)      Where the services are suspended for non-payment, the Company may cancel the agreement by giving 2 days notice.

(b)      The Client may terminate the agreement at any time by giving notice to the Company.

(c)      The Client will be liable to pay the Company for all work done and costs incurred up to the giving of notice.

7.       DELAY

(a)      Both parties agree to advise the other of any material delay in the commencement or completion of the services.
(b)      The Company will not be liable for any delay in completing the Services where the delay is a result of any cause reasonably beyond the control of the Company.

8.       INSURANCE

(a)      The Company holds professional indemnity insurance.

9.       LIABILITY

(a)      In the event of a claim against the Company, the Companies liability will in no circumstances exceed five times the amount of total fees and expenses paid under the quote or estimate.

(b)      The Company will not be liable for any indirect or consequential loss to the Client.

(c)      The Company will only be liable for the proportion of its direct contribution to any loss.

10.     INTELLECTUAL PROPERTY

(a)      The Company and the Client will jointly own any intellectual property created by the Company in performing the services, provided that the Client pays all fees and costs in accordance with the quote or estimate.

11. WARRANTIES

(a)   Express warranties: The Company warrants to provide the services set out in the quote or estimate with the reasonable care and skill expected of a professional providing similar services.

(b)     Implied warranties: The guarantees under the Consumer Guarantees Act 1993 will apply to services of a kind ordinarily acquired by the Client for personal, domestic, or household use or consumption. The guarantees under the Act do not apply to services acquired for a business purpose.

12.     DISPUTE RESOLUTION

(a)      The parties agree that if a dispute arises, they will immediately provide the other with a full written account of their dispute. The parties will then first attempt to resolve the dispute between themselves in good faith.

(b)      If the parties fail to resolve the dispute within 5 working days of the written particulars being given to the other party (or longer if mutually agreed) the dispute will be referred to the Disputes Tribunal or the Courts, whichever is appropriate.

(c)      Nothing in this clause prevents the party’s attending mediation as a form of alternative dispute resolution if both parties agree. 

13.     MISCELLANEOUS

(a)      Governing Law: This agreement is governed by the laws of New Zealand and the New Zealand Courts have jurisdiction.  

(b)    Force majeure: No failure or omission by any party to carry out or observe any of the terms or conditions of this agreement will, except as expressly provided to the contrary in this agreement, give rise to any claim against the party in question or be deemed a breach of this agreement if such failure or omission arises from any cause reasonably beyond the control of such party, provided that this clause will not extend to excuse the consequences of insolvency, financial difficulty or the non- payment of monies due.

(c)     Notices: Notices, communications, documents or demands required to be made or served pursuant to this Agreement shall be in writing and signed by the party giving the notice. Notices shall be sent to the applicable party’s registered address, address set out this Agreement, which may be updated from time to time by a party by sending written notice to the other parties. Any notice or document shall be deemed to be duly given or made if delivered by hand, when so delivered; if sent by post, on the fifth working day following posting; if communicated by facsimile or email, when transmitted to the recipient's last known facsimile number and/or email address, provided that the sender does not receive any indication of incomplete transmission.

(d)      Severance: If any provision of this Agreement is found to be illegal, invalid, or unenforceable, that provision shall be read down to the extent necessary and reasonable in all circumstances to give it a valid operation or partial character. If any provision cannot be so read down, that provision will be void and severable and the remaining provisions will not in any way be affected or impaired.

(e)      Variation: Any variation of the services outlined in the quote or estimate must be agreed to by both parties and recorded in writing.

(f)     Entire agreement: This Agreement constitutes the entire Agreement and understanding between the parties and supersedes all prior discussions and agreements covering the subject matter of this Agreement.

(g)     Privacy Act: The Client is entitled to a copy of all information held by the Company on request pursuant and subject to the provisions of the Privacy Act 1993.

(h)     Health and Safety at Work Act 2015: The Company will not assume any duty imposed on the Client under this legislation.

(i)       Counterparts: This Agreement may be executed in counterparts (which may be electronic or facsimile copies) and all of which, when taken together constitute the one document.