Terms and Conditions of Trade

INITIALS

1  Definitions

1.1  “We”, “us” and “our” mean New Zealand Projects International Limited, trading as Project Lighting New Zealand.

1.2  “You” , “your” and “Purchaser” mean any person contracting with us and/or the applicant named in the account application form.

1.3  “Goods” means the goods and services which we have agreed to supply and provide to you under the Terms and Conditions of Trade.

1.4  “Terms and Conditions of Trade” means these terms and conditions of trade.

2  Terms And Conditions

2.1  We agree to supply and you agree to buy the Goods stated on our invoice on the Terms and Conditions of Trade, unless we agree in writing to different terms.

3  Price

3.1  The price of the Goods:

  1. is the price listed on our invoice;
  2. includes any GST; and
  3. does not include local delivery/freight/customs duties or installation fees. If applicable, these will be payable by you in addition to the price.

4  Payment

4.1  You agree to pay:

  1. A deposit of 50% of the price of the Goods, when you order the Goods;
  2. The balance of the price of the Goods and any charges specified in accordance with clause 3.1(c) above, within 14 days of the Goods being available for delivery.
  3. If the balance of the price of the Goods is not paid within the relevant period specified above, your deposit will be forfeited without prejudice to any other rights or remedies that we have may have against you, including our right to cancel this contract and seek damages. We are not required to deliver the Goods to you until you have paid in full the price and all applicable charges.

5  Goods for Your Approval

5.1  The Goods provided to you for your approval (i.e. “on appro”) must be returned to us undamaged, in their original condition and in their original packaging within 7 days of delivery to you. If you fail to do so, you are deemed to have agreed to purchase the Goods on these Terms and Conditions of Trade. If no invoice has been issued the purchase price will be full published price plus any fees associated with freight, customs duties and taxes, unless agreed otherwise by us.

6  Risk and Ownership

6.1  The Goods are at your risk as soon as you have collected them, or if we are arranging delivery, as soon as they have been delivered to you. We remain the ownership of the Goods until you have paid us in full the price and all charges owing for the Goods. If you have yet to make full payment of the price and all applicable charges for the Goods to us and are in possession of such Goods:

  1. You must not sell or dispose of the Goods without our prior written consent. If you sell or dispose of the Goods without our prior written consent, you must retain sufficient sale proceeds in order to pay us for the Goods in a separate bank account in trust for us and immediately pay the amount wing to us.
  2. You irrevocably authorise us to enter any of your premises in order for us to repossess any Goods, if there are sums owing by you. We may repossess the Goods even if they are fixed to the premises. We shall not be liable for any damages caused as a result of our repossession and you must meet the costs of such repossession.
  3. If we repossess the Goods we may sell them and apply the proceeds towards the amount you owe us, including all of the costs we incur in repossessing the Goods.
  4. The fact that we retain the ownership of the Goods will not affect our right to make any claim against you for any outstanding amount owing by you.

7  Security Interest

7.1  You grant a security interest to us in each and every part of the Goods as security for payment of that part and of each other part or parts of the Goods and for any other amounts owing by you to us from time to time (“Monies Owing”). For the purposes of section 36(1)(b) of the Personal Property Securities Act 1999 (“PPSA”), and to ensure maximum benefit and protection for us by virtue of section 36(1)(b)(iii) of the PPSR, you grant to us, as security for Monies Owing, a security interest in all of your present and after-acquired property except only for any such property which is or comprises items or kinds of personal property (“excepted property”):

  1. in or to which you have rights; and
  2. which has not been supplied by us to you, other than any excepted property which is or comprises proceeds of any of that present and after-acquired property which has been supplied by us to you.

7.2  You agree to do anything that we reasonably require to ensure that we have perfected security interest in all the Goods and a purchase money security interest in each part of the Goods to the extent of the purchase price for that part.

7.3  We may allocate amounts received from you in any manner we determine, including in any manner required to preserve any purchase money security interest we have in any Goods.

8  Contracting Out of the PPSA

8.1  You waive the right to receive a copy of the verification statement confirming registration of a financing statement or financing charge statement relating to the security interest under this contract.

8.2  You agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to this contract, or the security under this contract, and waives your rights under sections 120(2), 121, 125, 129, 131 and 132 of the PPSA.

9  Delivery and Goods

9.1  We will use our reasonable endeavours to deliver the Goods to you on the delivery date stated on the invoice. However:

  1. We will not be liable to you whatsoever in law or equity if there is a delay in the delivery of the Goods.
  2. If the goods are unavailable to us, we shall be entitled to cancel your order and we will not be liable to you whatsoever in law or equity. If we do cancel your order, we will refund any deposit you paid in full following the deduction of any amount owing by you.

10  Acceptance

10.1  Within 7 days of collection or delivery of the Goods, you must notify us of any alleged defect, shortage in quantity, damage or failure to comply with the invoice description or quote. You must provide us with the opportunity to inspect such Goods within a reasonable time Terms and Conditions of Trade.

10.2 If you opted for freight (air, sea, road or train) insurance then you must open and inspect your purchased goods and report any damages in writing (via email to [email protected]) and call +64 9 212 8457 within 24 hours of delivery. If you fail to report any damages within this period then the freight insurance will be deemed “expired” and no claim approval will be accepted by the freight company (unless otherwise agreed in writing by the freight company).

INITIALS

if you believe the Goods are defective in any way. If you fail to do so, the Goods shall be deemed to be free from any defect or damage.

11  Default

11.1  If you default in the due payment of any monies payable to us, do any act which would render you liable to be wound up or if a resolution is passed or proceedings commenced for the winding up of you or if a receiver shall be appointed over all or any of your assets, or if any Goods are at risk, we, without prejudice to any other right we have at law or in equity, may, at our option, suspend or terminate this contract, and payment for the Goods supplied and work performed up to the date of such suspension or termination and any other monies payable hereunder shall immediately become due and payable. In any of the foregoing events, we shall not be responsible for, or liable for, any damage caused in enforcing our security interest in the Goods. All costs and expenses incurred by us as a result of any action taken by us in enforcing our security interest in the Goods together with transportation and storage charges shall be payable by you upon demand. Any suspension of this contract by us shall not prevent us from terminating this contract during the period of suspension.

11.2  At any time after a default occurs, we may (whether or not we have exercised any other right) appoint any person to be a receiver of all or any of the Goods. In addition to, and without limiting or affecting any other powers and authorities conferred on a receiver (whether under the Receiverships Act 1993 or at law or otherwise), a receiver has the power to do all things in relation to the Goods as if the receiver has absolute ownership of the Goods.

11.3  If there is a financial service fee and/or commission charged by our chosen debt recovery company when seeking the recovery of any outstanding debts to us then this fee (at our discretion) may be added to the debt sought.

12  Collection and Use of Information

12.1  You authorise us to collect, retain and use any information about you for the purpose of assessing your creditworthiness and/or enforcing any rights under this contract.

12.2  You authorise us to disclose any information obtained to any person for the purposes set out in this clause.

12.3  The authorities under this clause are authorities or consents for the purposes of the Privacy Act 1993.

12.4  You shall have the right to request a copy of the information about you retained by us and the right to request us to correct any incorrect information about you held by us.

13  Personal Guarantee

13.1  In consideration for us agreeing to supply the Goods at your request, where you are a company or trust, the directors and/or trustees and/or the person(s) entering into this contract also enter(s) into this contract in their personal capacity and jointly and severally personally undertake as principal debtors to us the payment of any and all moneys owed by you to us and indemnify us against non-payment by you.

14  Cancellation

14.1  You acknowledge that we may utilise some or all of the deposit paid by you on the importation of the Goods and associated costs. You may only cancel your order with our prior written consent. If we consent, we are entitled to deduct all of the costs we have incurred relating to your order from your paid deposit. At our sole discretion, any credit available after such deduction will be paid to you.

15  Quotes

15.1  Our quotes are valid for 30 days from the date of our quotes, unless otherwise stated on the issued quote.

16  Materials and Finishes

16.1  You acknowledge that colours of materials batches of the Goods may differ from any sample swatches or colours viewed on our website, and that stone and timber grains may differ from the sample or picture of the Goods viewed. Accordingly, we are not liable to you for any such differences.

17  Liability

17.1  The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon us 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 us, our 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.

17.2  To the maximum extent permitted by law, for defective Goods which we have agreed in writing that you are entitled to reject, our liability is limited to either (at our sole discretion):

  1. refunding the purchase price for the goods to you; or
  2. repairing or replacing the relevant Goods.

17.3  Except as otherwise provided by this clause, we shall not be liable for any loss or damage of any kind whatsoever, arising from the supply of the Goods by us to you including consequential loss whether suffered or incurred by you 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 the Goods supplied by us to you.

18  Consumer Guarantees Act 1993

18.1  The guarantees contained in the Consumer Guarantees Act 1993 are excluded where you acquire the Goods from us for the purposes of a business in terms of sections 2 and 43 of that Act.

19  Miscellaneous

19.1  You may not assign any of your rights or obligations under this contract without our prior written consent.

19.2  We shall not be liable for any default due to any act of God, war, terrorism, fire, flood, drought, earthquake, storm or other event beyond our reasonable control.

19.3  The failure by us to enforce any provision of this contract shall not be treated as a waiver of that provision, nor shall it affect our right to subsequently enforce that provision.

19.4  This contract may be executed in any number of counterparts (including emailed PDF copies) each of which is to be deemed original, but all of which together are to constitute a single instrument. A party may enter into this contract by executing any counterpart.

19.5  The Terms and Conditions of Trade are governed by the laws of New Zealand and are subject to the exclusive jurisdiction of the New Zealand courts.

 20 Suitability of Use, Compliance, Insulation and installation

20.1 We shall not be liable for any installation or compliance issues in relation to products not purchased through us. It is your responsibility to ensure that the goods purchased by you are fit for purpose and we will not be liable for any products not meeting your requirements beyond the specification of the purchased product.

20.2 It must be understood by you that none of our offered recessed lighting products conform to standard AS/NZS 60598.2.2-2016, Luminaires–Part 2.2: (published in February 2016) unless specifically stated in the product specification.

20.3 It is your responsibility to select and install appropriate quality Insulation in the vicinity of our !C and/or !C-4 rated Recessed lights according to the the conditions outlined in standard AS/NZS 60598.2.2-2016, Luminaires–Part 2.2: published in February 2016, that is safe to use and will not catch fire or cause damage to the building, its contents or persons within. It is your responsibility to ensure that non IC and/or IC-4 rated recessed lighting must not be used within 300mm in any direction of any type of insulation.

20.4 It is our recommendation to never cover recessed lights and related control gear and to maintain a minimum 300mm clearance around all recessed luminaires to ensure the longest possible lifespan and performance of the lighting product. It should be noted that some manufacturers will void their warranty if the luminaire is covered by insulation.

20.5 It is your responsibility to notify us if insulation is being used so that we can ensure the correct lighting is being specified. Failure to notify us of any planned or existing insulation being installed next to, above or below our recessed lighting will be deemed by us that no insulation is being used within 300mm of our recessed lighting and adequate space is provided for heat dissipation of the said lights and control gear by you.

20.6 When proposing to use recessed lighting with insulation located within 300mm of the fixture It is your responsibility to supply and correctly install insulation that is deemed safe to use according to all appropriate standards relating to that country where the recessed lighting product will be installed. We take no responsibility for the type of the insulation used, its installation method or positioning in relation to our supplied recessed lighting.

20.7 It is your responsibility to select lighting and any related control gear or wiring that is IP (Ingress Protected) rated to the environmental that it is intended to be installed in.

20.8 It is your responsibility to ensure you purchase products that fulfil any building, regulatory, local authority or safety compliance standards.

21 Warranty

21.1  Warranty period for hidden faults is 24 months from the departure date from the manufacturer (unless otherwise stated or reported on the manufacturers or third party suppliers website), unless local laws provide otherwise. Claims must be made in written, in a letter sent to Project Lighting New Zealand address:

Project Lighting New Zealand, 42 View Road, Wairau Valley, Auckland 0632, New Zealand

The original Purchaser must present a copy of the invoice for the goods Warranty Certificate if provided by the manufacturer; claims must be supported by a detailed description and relevant documents, e.g. photographs of faults.

21.2 The Warranty is only valid for the original purchaser, unless otherwise agreed by us in writing.

21.2 The warranty provided by our commissioned manufacturer does not cover damages by fire, water, static electricity or other natural disasters, misuse of the product including wrong clearing, wear, mechanical damages or wrong adjustment, handling, modifications, repairs or wrong way of use incompatible with the operation manual, technical standards or local safety regulations. Furthermore, the warranty does not cover damages of the product caused by fire, fall of the product or of its part in case of wrong mounting or wrong dimensioning, design and execution of the hanging device owned by the customer, by tampering with fixing and securing elements of the product, damaging the product by surcharge or undercharge in the mains or by operating the product at a wrong supply voltage or connecting it to unapproved power supplies, by keeping it and operating outside the temperature range of -20°C to +45°C, including environment with condensing humidity.

22 Packaging

22.1 The ordered goods shall be delivered in appropriate packaging as deemed suitable by the manufacturer as to avoid damages of the goods during transport to the point of delivery. It is the responsibility of the client to inform us as to the chosen method of transport i.e. sea freight or airfreight, from the manufacturers premises to the clients chosen destination so as to allow the most efficient use of packaging for that means of transport.

23 Services

23.1 Design, consulting and appraisal services are charged on a time and materials basis or all inclusive price. Under no circumstances are design services complimentary, however, if the purchaser successfully purchases sufficient products over NZD25,000 (excluding any applicable GST, Customs Duties and freight fees) then Project Lighting New Zealand may at its discretion discount the design services undertaken by us on a case by case basis. It is the purchasers responsibility to enquire and negotiate applicable service discounts during the project quote stage and must obtain in writing any agreed discounts or all inclusive combined services and product purchases from us.

23.2 Should design services be used for any circulation between project staff for 1) comment, or 2) product placement, or 3) product specification, or 4) determining room lighting levels, or 5) product use discussion,  then the design services are deemed valid and chargeable, regardless of whether our communicated design layout is used or not in the final design.

24 Travel & Meeting Attendance Fees

24.1 Travel time to and from the project site and any other meeting venues requested by you will be charged on a time and materials basis and rounded up to the nearest 15 minutes. Minimum travel Fee charged is NZD150 + GST and NZD$195/hr for meeting times (On-site and off-site) unless otherwise negotiated. We must agree in writing to you if we are waiving these fees on a project by project basis. Travel outside of the Auckland region and International travel will be charged and agreed on a case by case basis..

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