Terms of Trade
1. Acceptance
1.1 Unless otherwise agreed in writing, these terms will apply to all goods and/or services including moisture testing and inspection services (together the Services) supplied by IRTECHNZ Limited trading as IRTECHNZ (IRTECHNZ) to any customer.
1.2 Without limiting any other methods of acceptance, the customer’s request for IRTECHNZ to provide the customer with Services will constitute the customer’s acceptance of these terms. Where there is more than one customer, these terms will bind those persons jointly and severally.
1.3 IRTECHNZ may vary these terms from time to time by giving no less than 20 days written notice to the customer. Any varied terms will apply to the provision of all Services to the customer after the notice period referred to above.
2. Quotations and Payment
2.1 The price for the Services will be as quoted in writing by IRTECHNZ to the customer. In the absence of a written quote, IRTECHNZ’s standard charges apply. All quotes and charges are expressed as exclusive of GST and GST will be payable by the customer in addition to such payment.
2.2 All freight and delivery charges (if required) will be in addition to the quoted price and will be payable by the customer.
2.3 Payment for all Services must be made by the customer to IRTECHNZ within 14 days of the date of IRTECHNZ’s invoice unless IRTECHNZ has requested payment before this date. IRTECHNZ may at its option issue a monthly interim invoice for work where the delivery of Services is over a period exceeding one month.
2.4 IRTECHNZ may charge default interest of up to 10% per annum compounding monthly on all amounts that are not paid on time. If any amount that is owed by the customer continues to remain unpaid. IRTECHNZ may also take action to recover that amount and charge the costs incurred in doing so.
2.5 IRTECHNZ may withdraw a quotation for the provision of Services at any time before it is accepted by the customer. All quotations will lapse without notice 20 days after the date the quotations are given.
3. Reports
3.1 The customer agrees that:
- a. Information provided in any report or as part of any inspection is a snapshot in time to assess moisture content or thermal conditions (as applicable) and is not a compliance inspection or certification for compliance with past or present standards, codes or regulations, applicable laws or requirements (including under the Building Act 2004 or Electricity Act 1992);
- b. IRTECHNZ makes no representation or warranty and gives no guarantees that the relevant building or electrical system is compliant with any past or present standards, codes or regulations, applicable laws or requirements (including under the Building Act 2004 or Electricity Act 1992). The customer will rely on its own judgement when considering information provided by IRTECHNZ in any report or as part of any inspection;
- c. IRTECHNZ is not responsible for any loss or liability suffered by the customer if the building or electrical system is non-compliant with any applicable laws or requirements or if any water enters the building after the time of inspection; and
- d. Information provided in any report or as part of any inspection is prepared solely for the customer and may not be relied on by any other person without IRTECHNZ’s prior written approval.
4. Access to Property
4.1 The customer warrants that it has the legal right to provide IRTECHNZ and its personnel with access to the relevant property to complete the Services.
4.2 IRTECHNZ will endeavour to give the customer at least 24 hours notice before accessing the property. The customer will co-operate with IRTECHNZ in arranging access to the property.
4.3 The Customer warrants that the property is insured for either replacement value or an appropriate sum insured amount against all normal risks (including fire cover).
5. Delay and Cancellation
5.1 IRTECHNZ will not be liable for any delay in completing any Services resulting from actions beyond IRTECHNZ’s reasonable control. If any delay is a result of any act by the customer, IRTECHNZ may, without limiting its other rights and remedies, require payment from the customer for any part of the Services already undertaken and terminate the Services.
5.2 IRTECHNZ may in its sole discretion immediately cancel any Services by giving written notice to the customer. IRTECHNZ will not be liable for any loss or damage whatsoever arising from such cancellation. The customer may not cancel any order for Services without first obtaining the written consent of IRTECHNZ.
6. Limitation of Liability
6.1 All warranties and representations (including those expressed or implied by law) in respect of IRTECHNZ’s Services are excluded to the extent permitted by law. The provisions in the Consumer Guarantees Act 1993 do not apply to the extent the customer is acquiring services from IRTECHNZ for the purposes of a business in terms of section 2 and 43 of that Act.
6.2 IRTECHNZ’s liability to the customer (whether in relation to contract, tort (including negligence) or otherwise) in respect of any Services provided to the customer is limited to the value of the fee paid by the customer for the applicable Services.
6.3 IRTECHNZ is not liable to the customer for any special, indirect or consequential damage or loss of any kind (including any loss of profit, business, revenue, goodwill or anticipated savings) under any cause of action arising under or in connection with IRTECHNZ’s Services to the customer.
6.4 The customer indemnifies IRTECHNZ and its directors, employees, contractors and agents against any loss or liability suffered or incurred at any time by IRTECHNZ or its directors, employees, contractors and agents that is directly or indirectly caused by a breach of the customer’s obligations under these terms.
7. Delivery of Goods, Risk and Title
7.1 Delivery of any goods supplied as part of the Services shall take place when such goods are delivered into the customer’s control and all risk for the goods passes to the customer on delivery.
7.2 Ownership of goods supplied as part of the Services will not pass to the customer until the customer has paid IRTECHNZ all amounts owing for the particular goods and the customer has met all other obligations owed by the customer to IRTECHNZ under these terms.
8. Personal Property Securities ACT 1999 (PPSA)
8.1 The customer acknowledges and agrees that these terms constitute a security agreement for the purposes of the PPSA and a security interest is taken in all goods supplied by IRTECHNZ to the Customer as part of the Service until title in those goods passes to the customer in accordance with these terms.
8.2 The customer agrees, from time to time, to take any action and execute and deliver any document (including, without limitation, financing statements to be registered on the Personal Property Securities Register) reasonably requested by IRTECHNZ to transfer, create, perfect, preserve, protect and enforce its security interest.
8.3 IRTECHNZ and the customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms.
8.4 The customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
8.5 Unless otherwise agreed to in writing by IRTECHNZ, the customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
9. Intellectual Property
9.1 IRTECHNZ retains all intellectual property and copyright in all reports and other documents or deliverables which may be provided by IRTECHNZ to the customer as part of the Services. The customer obtains no rights or interests in such reports, documents or deliverables except that the customer is entitled to use them for the purpose for which they are intended and only if they have paid all amounts owing to IRTECHNZ.
10. Confidential Information
10.1 Any personal information received by IRTECHNZ will be used, processed, transmitted, and disclosed to the extent necessary to perform the Services and in accordance with the Privacy Act 1993. The customer agrees that IRTECHNZ may:
- a. collect, retain and use any personal information about the customer and the property for the purpose of providing the Services to the customer; and
- b. disclose any necessary personal information about the customer to any third parties or credit agencies for the purpose of carrying out credit enquiries about the customer to assess the customer’s credit worthiness and to provide credit reporting services or to exercise any power of enforcement under these terms.
10.2 Where the Customer is a natural person the authorities under clause 10.1 are authorities or consents for the purposes of the Privacy Act 1993.
11. Dispute Resolution
11.1 If a party considers that there is a dispute in respect of any matters arising out of or in connection with these terms, then unless other provisions of these terms govern the manner in which that dispute is to be resolved, that party shall immediately give notice to the other party setting out details of the dispute. The parties will endeavour in good faith to try to resolve the dispute between themselves within 10 business days of receipt of the notice. Neither party will commence legal proceedings against the other before following the procedure above except that this clause does not affect any party’s right to seek urgent interlocutory and/or injunctive relief.
12. General
12.1 To waive a right under these terms that waiver must be in writing and signed by the waiving party.
12.2 IRTECHNZ may assign novate, subcontract or transfer its rights and obligations under these terms at any time without the consent of the customer.
12.3 Every notice given under these terms will be sufficiently given if delivered personally, posted or successfully transmitted by email to the intended recipient at his/her or their last known postal address or email address.
12.4 Any benefits expressly conferred on any third parties named or referred to in these terms are intended to be enforceable by those third parties for the purposes of section 12 of the Contract and Commercial Law Act 2017.
12.5 Neither party will be liable for any delay or failure for the performance of any of the obligations imposed on them under these terms if such failure is beyond the reasonable control and without fault or negligence of that party, provided that this clause will not extend to excuse the consequences of insolvency or financial difficulty.
12.6 Any illegality, unenforceability or invalidity of a provision of these terms does not affect the legality, enforceability or validity of the remaining provisions of these terms.
12.7 These terms will be governed by the laws in New Zealand and the parties submit to the exclusive jurisdiction of the Courts of New Zealand.