Our terms and conditions

NorthTreat terms and conditions

1. Interpretation

1.1 In this Agreement:

Agreement means the agreement between you and us for the provision of Services incorporating these Terms and Conditions;

Business Day means a day other than Saturday, Sunday or a public holiday in Auckland;

CGA means the Consumer Guarantees Act 1993;

Confidential Information means all information which is or might reasonably be expected to be confidential which is disclosed by one party (disclosing party) to the other (receiving party) but not including any information which enters the public domain other than due to the receiving party’s default;

Customer means the customer to whom we provide the Services;

Default Interest Rate means the overdraft interest rate charged by our bank from time to time;

Fees means the fees payable by you to us as agreed between us;

FTA means the Fair Trading Act 1986;

Force Majeure means in relation to either party (affected party) an event or circumstance which is beyond the reasonable control of that party but not including a lack of funds on the part of the affected party;

GST means goods and services tax in terms of the Goods and Services Tax Act 1985 at the rate prevailing from time to time;

Intellectual Property means copyright, design rights, patents, trademarks, domain names, know-how, technical data, and all other forms of intellectual property;

Materials means weatherboards, timber cladding materials and other materials in respect of which we provide the Services;

PPSA means the Personal Property Securities Act 1999;

PPSR means the Personal Property Securities Register; and

Services means the services to be provided by us under this Agreement, including machine coating of weatherboards and cladding materials, and such other services agreed to be provided by us.

1.2 In this Agreement, unless the context otherwise requires:

1.2.1 References to we, us or like terms is to Northtreat 2021 Limited;

1.2.2 References to you or like terms is to the Customer;

1.2.3 References to a party means either you or us.

1.2.4 References to a person include an individual, company, corporation, partnership, firm, joint venture, association, trust, unincorporated body of persons, governmental or other regulatory body, authority or entity, in each case whether or not having a separate legal identity.

1.2.5 Headings are for convenience only and will not affect the interpretation of this Agreement.

1.2.6 All references to legislation are references to New Zealand legislation in force and include any subordinate legislation, by-law, regulation, order, statutory instrument or determination made under it, any re-enactment of, or amendment to, that legislation and all legislation passed in substitution for that legislation.

1.2.7 References to monetary amounts, dollars, or $ are to New Zealand dollars and are exclusive of GST. GST is payable at the same time and in the same manner as is any other amount payable under this Agreement where that amount is subject to GST.

1.2.8 The term includes or including (or similar) are deemed to be followed by the words without limitation.

1.2.9 If you comprise two or more persons, each shall be jointly and severally liable for your obligations under this Agreement.

2. Services

2.1 We shall perform the Services to you in accordance with these Terms and Conditions and such other requirements as are agreed with you.

3. Delivery & Collection of Materials

3.1 Except where we otherwise agree, you are responsible for dropping off and collecting the Materials at our premises. Delivery and collection of the Materials is at your risk.

3.2 You shall make arrangements to collect the Materials promptly following our informing you that they are ready for collection. We reserve the right to charge a reasonable fee for storage of Materials if they are not promptly collected.

4. Your Acknowledgements

4.1 You acknowledge and agree that:

4.1.1 We are not responsible for the Materials after they have been collected from us;

4.1.2 You are responsible for ensuring that Materials are stored and cared for in accordance with the manufacturer’s specifications following collection; and.

4.1.3 You are responsible for checking the manufacturer’s warranty conditions and best practices for storing and caring for the Materials.

5. Payment of Fees

5.1 We will be entitled to render invoices to you following completion of the Services or as otherwise agreed between us.

5.2 We may require you to pay a deposit on account of Fees in advance.

5.3 You shall pay the Fees plus GST within 10 Business Days of the date of our invoice or such other date agreed by us.

5.4 Without limiting any of our other rights under this Agreement or otherwise, if you fail to make payment of any amount under this Agreement when due:

5.4.1 We may charge interest at the Default Interest Rate on the overdue amount;

5.4.2 We may suspend provision of Services until payment; and

5.4.3 We may recover our costs and expenses reasonably incurred in pursuing payment of the debt on a full indemnity basis.

6. Time

6.1 Whilst we use reasonable endeavours to meet any dates specified to you for completion of the Services, any dates that we do state shall be approximate. We shall not be liable in respect of any delay in providing the Services.

7. Title

7.1 You grant a security interest in the Materials that you deliver to us in respect of which we provide the Services.

7.2 You acknowledge that the security interest provided for in clause 7.1 is a continuing security for all amounts owing by you to us from time to time.

7.3 At any time after you are in default under this Agreement we may enter any premises on which the Materials are situated to take possession of the Materials, to dispose of the Materials and to apply the proceeds towards any Fees and other amounts owing by you to us.

7.4 We are entitled to register our security interest over the Materials on the PPSR. You waive your rights under the PPSA to receive a copy of the verification statement confirming our registration or any subsequent changes to it.

7.5 You agree that the following sections of the PPSA will not apply:

7.5.1 Section 114(1)(a) - Notice of sale of collateral;

7.5.2 Section 116 - Secured party to give statement of account to debtor, etc

7.5.3 Section 120(2) – Proposal of secured party to retain collateral;

7.5.4 Section 121 - Persons entitled to notice may object to proposal;

7.5.5 Section 125 - Secured party must not damage goods when removing accession;

7.5.6 Section 126 - Person with interest in other goods entitled to reimbursement for damage caused by removal of accession;

7.5.7 Section 131 - Court may make order concerning removal of accession;

7.5.8 Section 133 – Debtor may reinstate security agreement.

8. Guarantor

8.1 We may require you to procure the provision of guarantees or such other security as security for the payment of Fees and your obligations under this Agreement.

9. Term and Termination

9.1 Either party (First Party) may terminate this Agreement immediately by delivery of written notice to the other party (Second Party) if:

9.1.1 The Second Party is in material breach of any of the terms of this Agreement;

9.1.2 The Second Party breaches any term of this Agreement which is capable of remedy (including payment of the Fees) and fails to remedy the breach within 5 Business Days of notice in writing from the First Party requiring the breach to be remedied;

9.1.3 The Second Party becomes insolvent or bankrupt, goes into liquidation, has an administrator or receiver appointed, or enters into a composition with its creditors;

9.1.4 The Second Party ceases to carry on business.

9.2 The termination of this Agreement shall be without prejudice to the rights and obligations of the parties immediately before termination.

10. Intellectual Property

10.1 We retain at all times all Intellectual Property owned by us and provided or used by us in carrying out the Services.

10.2 Any Intellectual Property that is created or discovered by us in carrying out the Services shall remain owned by us.

11. Confidential Information

11.1 Each party agrees to keep all Confidential Information of the other party confidential and will not disclose any Confidential Information to any person except as is necessary to perform or benefit from the Services.

12. Limitation of Liability

12.1 We shall not be liable to you for any indirect or consequential loss arising out of the provision of the Services.

12.2 Our aggregate liability to you under this Agreement, whether arising in contract, tort, under statute or otherwise, shall be limited to the Fees paid by you in respect of the Services in question.

13. Exclusion of Statutory Terms

13.1 You warrant that you request the provision of Services in the course of trade.

13.2 To the extent that the CGA and / or the FTA could apply to the Services:

13.2.1 You and we agree to contract out of the provisions of the CGA in accordance with section 43 of that Act;

13.2.2 You agree that you do not rely on any statement, representation, assurance or warranty which has not been provided in writing by us and you agree to the exclusion of sections 9, 12A, 13 and 14(1) of the FTA;

13.2.3 You and we agree that it is fair and reasonable to be bound by this clause.

14. Force Majeure

14.1 If the obligations of either party cannot be fulfilled due to Force Majeure then performance of that obligation shall be suspended until the Force Majeure ceases to prevent performance of that obligation provided that:

14.1.1 The party claiming Force Majeure shall notify the other in writing as soon as reasonably possible after the occurrence of the Force Majeure; and

14.1.2 The party claiming Force Majeure shall endeavour to overcome, and to mitigate the effects of the Force Majeure.

14.2 Notwithstanding clause 14.1, if for any reason it appears that the subsistence of the Force Majeure shall continue for a period in excess of one month, either party may terminate this Agreement by giving notice to the other party.

15. Assignment and Sub-contracting

15.1 We shall be entitled to sub-contract performance of any of the Services.

15.2 We may assign this Agreement without your prior written consent and this Agreement shall then be enforceable by our assignee as if it were party to the Agreement.

15.3 You must not assign the benefit of this Agreement without our prior written consent.

16. Notices

16.1 Any notice required by this Agreement to be given shall be in writing and may be given or sent by letter or email.

16.2 Notices to you may be sent to any email address or address by which you have communicated with us, your registered office and such other addresses as are notified by you to us from time to time.

16.3 Notices to us shall be sent by letter to our registered office from time to time or by email to tom@northtreat.co.nz or such other addresses as are notified by us to you from time to time.

17. Relationship

17.1 The relationship between us is that of client and contractor and not of employer and employee or principal and agent.

18. General Conditions

18.1 No waiver of any breach of this Agreement shall be treated as a waiver of any other or any subsequent breach. The failure of either party to enforce any provision of this Agreement at any time shall not be interpreted as a waiver of that provision.

18.2 This Agreement constitutes the entire agreement between the parties and will supersede all previous arrangements, agreements and commitments.

18.3 No variation to this Agreement shall be binding unless it is agreed in writing by both parties.

18.4 If any provision of this Agreement is invalid or not enforceable, any other provision which is self-sustaining and capable of separate enforcement continues to be valid and enforceable.

18.5 This Agreement shall be governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts in respect of all matters relating to this Agreement.