1.       DEFINITIONS

1.1.      “Call Out Fee” means an amount equal to half an hour of labour or such other amount determined by DEL.

1.2.      “Contract” means the contract formed as a result of DEL undertaking the Services on these terms for the Customer.

1.3.      “Contract Documentation” means all documentation between you and us forming the contractual arrangement for the Services, including the Quote.

1.4.      “Contract Price” means the price for the Services calculated in accordance with the Contract Documentation, subject to any adjustments under these terms.

1.5.      “Customer” means the party named as such in the Quote (also referred to as ‘you’, ‘your’).

1.6.      “DEL” means Dudfield Electrical Limited, a duly incorporated company having its registered office at Cambridge, New Zealand, its successors and assigns or any person acting on behalf of and with the authority of Dudfield Electrical Limited (also referred to as ‘us’, ‘we’ and ‘our’).

1.7.      “Goods” means any goods, materials, parts or other stock supplied by DEL in the course of providing the Services to be carried out.

1.8.      “Including” does not imply limitation.

1.9.      “normal business hours” means 8.00am to 5.00pm Monday to Friday excluding public holidays or amended to such hours as agreed between the parties.

1.10.     “Premises” means the address at which the Services are to be carried out, as stated in the Contract Documentation.

1.11.     “Quote” means the quote, quotation, letter, email or other documentation (if any) given by DEL to the Customer describing the Services to be provided.

1.12.     “Services” means services to be provided by DEL including any Goods to be supplied by DEL as set out in the Contract Documentation.

1.13.     “Variation” means a variation to the Services under clause 17.

1.14.     “Working Day” has the meaning given in the Construction Contracts Act 2002.

2.       ACCEPTANCE

2.1.      These are the terms between us, DEL, and you. The Customer. If you accept a Quote from us, or otherwise engage us to carry out Services, you accept that these terms apply to those Services and to all other goods and services we provide you from time to time (unless we otherwise agree in writing).

3.       QUOTES

3.1.      Quotes given are valid for 30 days, provided that:

3.1.1.    DEL may withdraw a Quote at any time before you accept it in writing or may require you to accept a Quote prior to commencing Services; and

3.1.2.    Quotes are based on costs and charges applying at the date of Quote. Without limiting the rest of this clause 3 or clause 17, any changes in cost arising from sources beyond DEL’s control are to the Customer’s account, and may be claimed as a Variation. DEL shall endeavour where possible to provide an updated Quote prior to carrying out any Variation.

3.2.      Unless stated otherwise, all amounts stated in Quotes are exclusive of GST and any credit card or other merchant fees.

3.3.      The fact that a Quote has been given, and the contents of that Quote, are commercially sensitive and confidential to DEL, and may not be disclosed to any person without DEL’s prior written consent.

3.4.      The Customer acknowledges that some instances, the Quote will include a portion of the costs for the Services that is expressed as an estimate or DEL will be unable to provide a firm quote. Where DEL gives an estimate of the cost of the Services, that estimate is DEL’s genuine best estimate of the Contract Price taking into account the information provided by the Customer, DEL’s assessment of the Services and the current prices charged for Goods. For the avoidance of doubt, Quotes that contain an estimate may still be subject to Variation.

4.     AUTHORISED REPRESENTATIVE

4.1.      Unless otherwise limited as per clause 4.2 the Customer agrees that if the Customer introduces any third party to DEL as the Customer’s duly authorised representative, that person shall have the full authority of the Customer to order any materials or Services or to proceed with Services on the Customer’s behalf and/or to request a Variation to the Services on the Customer’s behalf (such authority to continue until all requested works have been completed or the Customer otherwise notifies DEL in writing that said person is no longer the Customer’s duly authorised representative).

4.2.      In the event that the Customer’s duly authorised representative as per clause 4.1 is to have only limited authority to act on the Customer’s behalf then the Customer must specifically and clearly advise DEL in writing of the parameters of the limited authority granted to their representative.

4.3.      The Customer specifically acknowledges and accepts that they will be solely liable to DEL for all additional costs incurred by DEL in providing any Services by the Customer’s duly authorised representative (subject always to the limitations imposed under clause 4.2 (if any)).

5.       OUR RESPONSIBILITIES

5.1.      We will carry out the Services with reasonable skill and care, in accordance with the plans and specifications (if any), and, shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services. We shall issue certificates of compliance and electrical safety certifications in accordance with our obligations, as appropriate.

5.2.      DEL will remedy any defect in the Services which you notify to us in writing within 12 months of completion of the Services if section 362Q of the Building Act 2004 applies to the contract or within 30 days of completion of the Services otherwise. Your notice must be sufficiently detailed to clearly identify what Service is claimed defective. We are not liable for any defect within reasonable tolerances, failure to achieve standards of finish or detail beyond what is required by the contract (subject to consents and Variations) and for any defect caused by or arising out of the actions of any person outside our control, for any faults in the performance or durability of materials supplied by you, fair wear and tear, or failure to maintain the Services.

5.3.      DEL shall have a reasonable opportunity to rectify any defects identified and you may not engage anyone else to rectify the defects until: (a) you have given us at least 10 Working Days’ notice of the defect and your intention to engage someone else if not remedied within a reasonable time; and (b) a reasonable time has elapsed. For the purposes of this clause, a reasonable time includes the time which would ordinarily be taken to import relevant parts. If you engage someone else to rectify the defects before this time, then without prejudice to our other rights and remedies, to the maximum extent permitted by law, we will be immediately discharged from any further obligation or liability in respect to the Services.

5.4.      Any warranties given are only for normal domestic and commercial use and do not apply to any defects or damage not due to defective materials or workmanship, including those resulting from accidental damage, failure due to misuse or abuse (including failure to properly service the Goods in accordance with the manufacturer’s instructions), alteration or repair of the Goods other than by us, attachment of any parts or accessories other than as approved by us, excessive temperature or corrosive atmosphere. Warranties are only applicable to the Customer named in the Contract Documentation and are not assignable.

6.       YOUR RESPONSIBILITIES

6.1.      You shall give us access to the Premises during normal business hours and provide proper facilities for carrying out the Services including but not limited to anything set out in the Contract Documentation. Access to the Premises and all facilities for carrying out the Services must be provided on the date notified by you and agreed by DEL in writing. DEL requires not less than 5 Working Days’ notice of the date on which we may have access to the Premises. Any failure or delay on your part (including other contractors organised by you not completing their work) to give us access at that time will entitle us to a Variation for that additional cost, as set out in clause 17.

6.2.      You are responsible for ensuring that you have sufficient legal entitlement to the Premises to allow the Services to be carried out, and advising us of boundaries and the specific location of underground utilities.

6.3.      You shall advise us of any particular hazards relating to the Premises, and take all practicable steps to ensure your own safety throughout the Services and cooperate fully in implementing our health and safety and environmental policies and procedures and obligations under the relevant health and safety legislation.

6.4.      If any materials, plant, and equipment required for the Services expressed to be ‘Customer supplied’ or ‘owner supplied’, you are responsible for ensuring that such materials comply with the Building Code and are fit for purpose, and all plant and equipment complies with all health and safety legislation, codes and requirements, and, if we require, shall sign a declaration and indemnity to this effect. Any owner-supplied materials which are faulty shall not constitute a defect in the Services under clause 5.2.

6.5.      You warrant that any structures to which the Goods are to be affixed are able to withstand the installation of the Goods and that any electrical connections (including, but not limited to, meter boxes, main switches, circuit breakers, and electrical cable) are of suitable capacity to handle the Goods once installed. If for any reason (including the discovery of asbestos, defective or unsafe wiring or dangerous access to roofing) that DEL, or our employees or contractors reasonably form the opinion that your premises is not safe for the installation of Goods to proceed then we shall be entitled to delay installation of the Goods until we are satisfied that it is safe for the installation to proceed. We may at our sole discretion agree to bring the premises up to a standard suitable for installation to proceed but all such Services undertaken and any additional Goods supplied shall be treated as a Variation and charged in addition.

6.6.      Save as required by law (see clause 5.1 above), if any building or other consents are necessary for the Services, you agree that we are not responsible for obtaining those consents nor for any code compliance certificate.

6.7.      DEL may request information from you in order to carry out the Services, and you will provide this information, free of cost, as soon as practicable following the request. DEL is entitled to rely on the accuracy of and shall not be obliged to check any plans, specifications or other information supplied by the Customer. DEL accepts no responsibility for any loss, damages, or costs however resulting from any inaccurate plans, specifications or other information. In providing the information, you shall ensure compliance with the Copyright Act 1994 and indemnify us against any breach of intellectual property rights in providing the information to us, or our use of that information in providing the Service.

7.       SERVICES FOR COMMERCIAL KITCHENS AND CATERING EQUIPMENT

7.1.      The following applies for Services relating to commercial kitchens and/or catering equipment:

7.1.1.    Fault finding on catering equipment normally takes 1-2 hours. It may be necessary for DEL to order parts and return for a subsequent visit. The repair will usually take another 1-2 hours. At times, the fault finding and/or the repair can take longer.

7.1.2.    We charge our hourly rate to travel to site and back.

7.1.3.    Unless agreed otherwise in writing, the Customer acknowledges that after each two hour interval of labour (excluding travel, which for the avoidance of doubt is chargeable as per clause 7.1.2 above), DEL will contact the Customer for approval to proceed, either by signing on site, by a recorded phone call, or via email or text. If DEL does not get such Customer approval than they may cease providing further Services.

8.        CONTRACT PRICE, PAYMENT AND CREDIT

8.1.      At DEL’s sole discretion the Contract Price shall be either:

8.1.1.    as indicated on any invoice provided by DEL to you; or

8.1.2.    DELs quoted price (subject to clause 8.2 below).

8.2.      DEL reserves the right to change the Contract Price in the case of a Variation.

8.3.      DEL charges a minimum of one-hour labour for any Service provided. Thereafter any part hours up to 15 minutes will be charged at a quarter of the hourly rates.

8.4.      Services provided outside of normal business hours shall be chargeable at overtime rates (equivalent to time and a half unless otherwise agreed by DEL in writing).

8.5.      The Customer must make payment of each invoice in full, in cleared funds and without deduction, set off or claim.

8.6.      Time for payment for the Services is of the essence. Unless otherwise set out in this agreement or agreed by DEL, invoices shall be issued and the Contract Price is payable by the Client immediately on completion of the Services.

8.7.      DEL may require payment of a non-refundable Call Out Fee before attending the Premises or providing a diagnosis.

8.8.      DEL may at its sole discretion require payment in full for Goods prior to installing or otherwise providing Services in respect of such Goods.

8.9.      A non-refundable deposit of 50% may be required as confirmation of an accepted quote, with the final payment due following job completion. Progress payments may be required for jobs extending into the following month. If the Services are delayed or suspended for any reason outside our control, DEL may issue an invoice at the time a relevant milestone would otherwise have been achieved.

8.10.     Where DEL has agreed in its sole discretion for Services to be charged to a valid credit account:

8.10.1.  payment is due in cleared funds by the 7th day following the date of invoice by DEL; and

8.10.2. DEL will monitor the amount of credit the Customer has incurred and reserves the right at any time to cease providing Services to the Customer until the amount outstanding has been decreased to a level acceptable to DEL.

8.11.     DEL reserves the right to charge interest for late payment, in which case interest shall be payable at the rate of 22% per annum on amounts outstanding payable from the due date to the date of actual payment.

8.12.     The Customer will be liable to DEL for all costs (including costs on a solicitor and client basis and collection agency commissions) incurred by DEL in recovering (or attempting to recover) any amounts owed to DEL by the Customer.

9.       DELIVERY & RISK

9.1.      Unless otherwise stated in writing, all times quoted for delivery of Services are estimates only and DEL shall not be liable for any loss or damage direct or consequential arising from failure to deliver on the anticipated or estimated time for delivery.

9.2.      The Customer shall not be relieved of any obligation to accept or pay for Services or Goods by reason of any delay in delivery or performance by DEL.

9.3.      DEL shall not be liable for any delay or failure in the Services or performance of any of the obligations imposed by the Contract due directly or indirectly to circumstances reasonably outside of our control, including force majeure, accidents, variations of the Services, or any acts of any government, territorial authority or similar body.

9.4.      Risk of damage to or loss of the Goods passes to the Customer on delivery, the Customer must insure the Goods on or before delivery.

9.5.      If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, DEL is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by DEL is sufficient evidence of DEL’s rights to receive the insurance proceeds without the need for any person dealing with DEL to make further enquiries.

10.     INTELLECTUAL PROPERTY

10.1.     All intellectual property (such as patentable inventions, non-patentable processes or know-how, data, design, copyright, trade marks and the like) held by DEL at the commencement of the Contract or created by DEL as a result of the Contract shall belong to DEL, unless otherwise agreed in writing between the parties.

11.     OWNERSHIP IN GOODS – CERTIFICATE OF COMPLIANCE

11.1.     The Customer acknowledges and agrees that:

11.1.1.  the legal, equitable and beneficial ownership and title to any plant, equipment or materials brought onto the Premises by us remains vested in us at all times;

11.1.2.  title in all equipment, fixtures, fittings and other materials supplied as part of the Services remains vested in us until all amounts owing to us have been paid in full..

11.2.     The Customer authorises DEL to enter on to the Customer’s property for the purposes of removing Goods where payment of DEL’s invoice in relation to the supply of those Goods has been outstanding for a period exceeding 60 days. The Customer acknowledges and agrees that DEL will not be liable for any damages, direct or consequential caused by DEL either entering the Customer’s property or by DEL removing Goods from the Customer’s property.

11.3.     For the purposes of the Personal Property Securities Act 1999 (PPSA), you agree that a security interest is granted in your present and after acquired property (including the property described in clause 11.1 and all proceeds of that property) to secure all amounts owing to us. We may apply all payments in such manner as is desirable to preserve any purchase money security interest in that property. Nothing in section 116, 120(2), 121, 125 to 127, 129, 131, 133 and 134 of the PPSA applies to the security interest, and you waive the right to receive a verification statement in respect of any security interest.

12.     INSURANCE AND LIABILITY

12.1.     The Customer is responsible for insuring the Premises (and DEL may require that proof of such insurance is provided).

12.2.     DEL holds Public Liability insurance up to $10 million to indemnify us for our legal liability in respect of Personal Injury or Property Damage in connection with our business activities, subject always to the terms and conditions of our insurance policy.

12.3.     Notwithstanding anything to the contrary contained in these terms or any other agreement between us, our maximum aggregate liability to the Customer under or in connection with these terms (including in contract, tort, negligence, equity, breach of statutory duty or otherwise) shall not in any event exceed the lesser of:

12.3.1.  an amount equal to the amount recoverable by DEL for a claim under our insurance policy (only applicable if we make a claim on our insurance policy), or

12.3.2.  the Contract Price of the Services supplied to you in the 12 months immediately preceding the event giving rise to your claim.

12.4.     DEL is not liable for any indirect, special or consequential damages of any kind, including in respect of loss of profits, business or anticipated savings, however arising, whether under contract, tort, negligence, equity, breach of statutory duty or otherwise

13.     PRIVACY

13.1.     DEL respects your privacy and is committed to protecting your personal information. The Privacy Act (2020) requires us to tell you when we collect personal information and how we will use it.

13.2.     We collect and use personal information (including but not limited to name, contact details, payment details) in order to provide the Services, to complete business transactions with you and provide you with ongoing customer support in regard to our Services. Our privacy statement is available to view on request.

13.3.     Unless you notify us otherwise, you consent to receiving marketing, promotional and other material by way of electronic messages from us. We may also use your contact information to send you publications (newsletters/updates). These publications will include an unsubscribe option should you wish to discontinue receiving our publications.

13.4.     We may disclose information to the following:

13.4.1.  service providers (e.g. businesses to which we contract maintenance work, debt collection agencies, process servers, lawyers, telco suppliers, etc);

13.4.2.  government authorities under statutory obligation.

13.5.     You have the right to access most personal information that we hold about you. Sometimes that will not be possible but if that is the case you will be told why.

14.     SUSPENSION AND TERMINATION

14.1.     Without prejudice to any of our other rights or remedies, we may suspend the Service (including the provision of documentation) at any time if you default in any of your obligations under these terms (including without limitation health and safety obligations), including failing or refusing to pay any invoiced amount in full by the due date for its payment.

14.2.     We may terminate our obligations under these terms if at any time you:

14.2.1.  become bankrupt, have a liquidator, receiver or statutory manager appointed; or

14.2.2.  default in your obligations under these terms and do not remedy that default within 5 Working Days of receiving a notice requiring remedy.

15.     BUSINESS TRANSACTIONS

15.1.     The Customer agrees that where the Contract involves the supply of services or goods of a kind ordinarily acquired for personal, domestic, household use or consumption but the Customer is acquiring those services and/or goods for the purposes of a business, then to the maximum extent permitted by the law, all guarantees, warranties, rights, or remedies implied by the Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other guarantees, warranties, or provisions that would otherwise be implied by statute or rule of law are expressly excluded.

16.     INDEMNITY

16.1.     The Customer shall indemnify DEL and keep DEL fully and effectively indemnified against all losses, claims, damages, costs (including costs on a lawyer to client basis), charges, expenses, liabilities, demands, proceedings, and actions which DEL may sustain or incur or which may be brought or established against it by any person and in any case which arise out of or in relation

16.2.     to the performance by DEL of the Services, or by reason of any breach by the Customer of any of its obligations under the Contract or any other act or omission of the Customer whether or not by reason of any Act, regulation, common law rule, or in equity or otherwise and whether for damages or for other relief.

17.     VARIATIONSVARIATIONS

17.1.     The Customer may request a Variation to the Services but may not (unless otherwise agreed in writing) request a Variation omitting or reducing the Services to be performed.

17.2.     DEL is entitled to claim a Variation for:

17.2.1.  any emergency works required for health and safety or environmental reasons;

17.2.2.  additional work and/or changes to the Services (including where caused by any consent requirements);

17.2.3.  unforeseen physical conditions and latent issues (including but not limited to iron reinforcing rods in concrete, or hidden pipes and wiring in walls) which DEL could not be aware of at the time of giving a Quote and/or are discovered on commencement of the Services;

17.2.4.  in the event of increases to DEL in the cost of labour, goods, currency exchange rates or shipping costs which are beyond DEL’s control;

17.2.5.  substitutions of any materials;

17.2.6.  any increase in costs arising from a failure or delay on the Customer’s part in complying with these terms; and

17.2.7.  any Services provided outside normal business hours (except where otherwise agreed by the parties).

17.3.     No allowances have been made in the Contract Price for the handling of hazardous substances (including asbestos), and DEL is also entitled to claim a Variation for any such costs.

17.4.     For the purpose of calculating any variation to quoted work under this clause 17 where an updated Quote has not been provided or agreed, labour will be charged at our standard commercial rates from time to time (including administration, mileage, accommodation, travel charges), and materials will be charged at cost plus a margin. A surcharge may apply to work carried out outside normal business hours.

17.5.     A Customer order accepted by DEL shall not be cancelled by the Customer except by agreement in writing upon terms agreed between DEL and the Customer including cancellation charges which may be deducted from any advance payments made.

17.6.     In the event of DEL incurring additional cost by reason of the Customer failing to give DEL sufficient instructions pertaining to the Contract or delivery of the Services the Contract Price may be increased at the option of DEL.

18.     CUSTOMER INFORMATION

18.1.     Each person signing the Contract Documentation agrees that we may obtain information about your creditworthiness for the purposes of deciding whether to provide (or to continue to provide) goods and services to you. You consent to any person providing us with such information, and irrevocably authorise us to complete a credit check on you and/or disclose information to any person for any purpose relating to your credit or debt collection, including loading and checking details with any credit reporting agency.

19.     NOTICES

19.1.     All notices are to be in writing and hand delivered or sent by post or email to the addresses set out in the Contract Documentation. Our address for service is Dudfield Electrical Limited C/O Mark Dudfield, 20 Burns Street, Leamington, Cambridge 3432, New Zealand.

19.2.     A notice is deemed to be received:

19.2.1.  if personally delivered, when delivered; or

19.2.2.  if posted, 5 Working Days after posting; or

19.2.3.  if sent by email, when the email leaves the sender’s communications system, provided that the sender does not receive any error message relating to the sending of the email.

19.3.     Despite clause 19.2, any notice received after 5pm, or received on a day that is not a Working Day, is deemed not to have been received until 9am on the next Working Day.

20.     DISPUTE RESOLUTION

20.1.     If there is any dispute or disagreement relating to these terms or the Services, the party raising the dispute must give the other party written notice specifying particulars of the dispute. The parties agree that they will attempt to resolve the dispute by negotiation.

20.2.     The parties agree that any dispute not resolved by negotiation after 20 days of the written notice in accordance with 20.1 above within will be settled by arbitration by a sole arbitrator in accordance with the New Zealand Arbitration Act 1996 and its amendments and the AMINZ Arbitration Rules current at the time arbitration is commenced.

20.3.     The place of arbitration will be Hamilton and the law applicable to the arbitral proceedings and the matters in dispute will be New Zealand law.

21.     GENERAL

21.1.     The benefit of the Contract shall not be assigned by the Customer without the consent of DEL in writing.

21.2.     The Contract shall be deemed to have been entered into in New Zealand and shall be governed by the laws of New Zealand

21.3.     Any dispute between the parties which has not been settled by full and frank discussion may (after giving thirty days notice) be referred by either party to arbitration in accordance with the provisions of the Arbitration Act 1996 by an arbitrator appointed by the President for the time being of the New Zealand Law Society. Judgment on the award rendered may be entered in any Court having jurisdiction.

21.4.     Any waiver by DEL of any rights arising from the Contract shall not be construed as a continuing waiver or a waiver of other breaches of the same or other terms of the Contract by Customer. No delay or forbearance by DEL shall be construed as a waiver of DEL’s rights.

21.5.     Nothing in the Contract shall create a partnership or agency between the parties except as expressly provided.

21.6.     The Contract sets out the entire agreement and understanding between the parties relating to the subject matter. DEL may make modifications or amendments to the Contract terms and conditions by posting a copy of the amendments to the Customer. Any request for Services after the amendments have been disclosed will be undertaken on the amended terms.