TERMS OF TRADE

Acceptance of the Quote and these general Terms of Trade constitute the agreement (Contract) between us, Juddro Construction Ltd (Service Provider) and You (the Customer), the named customer in respect of the Services outlined in our Quote. All plans and specifications accompanying these terms, including any variations to such plans and specifications, form part of this Contract.

SERVICES WE WILL SUPPLY TO YOU

1.             Services - Our services include work performed, goods and materials supplied in connection with the Services described in the Quote.

2.             Plans and Specifications - Ownership and copyright of all drawings, specifications and other technical information provided by us in connection with this Contract is vested in us.  Where instruction, plans and or specifications have been given to us by you or your Agent, the Customer shall indemnify us (the Service Provider) against all damages, penalties, costs and expenses in respect of which we may become liable through the utilisation of those instructions, plans and/or specifications.

3.             Subcontractors - Either we or our approved subcontractors will perform the Services for you.

4.             Exclusions - All job specific exclusions are listed in our Quote and are incorporated into these Terms.

YOUR OBLIGATIONS TO US

5.             Payment of Charges - You must pay the total amount due for the Services stated in our Quote and in any Variation Order issued after acceptance of the Quote.

6.             Progress Payments - If we require it, you agree to pay us the Total Price in instalments at agreed milestones or in an agreed frequencies during the period of works being completed. Amounts and Dates Due will be detailed in our Confirmation of Acceptance to you. You accept and agree that you will have funds available to meet these Progress Payments and that you cannot defer these to a final lump sum payment on completion unless we agree to this as a Variation.

7.             Obligations - You will perform any actions or make any necessary arrangements noted as a ‘customer obligation’ in our Quote. You acknowledge that these must be arranged or carried out in advance of our starting the Job.

8.             Scope Changes - You acknowledge and accept that if you request a Variation (e.g. change to your selections, the scope, or the order of any stage of the works) we may not be able to accommodate this in the timeframe you expect.

OUR OBLIGATIONS TO YOU

9.             Services - We will perform the Services to acceptable industry standards including, where applicable, under the Building Act 2004 and the Health and Safety at Work Act 2015.

10.           Record of Work – Upon request, we will provide any certificate or similar document needed to confirm completion of work.

11.           Timing and Progress - We will advise you of any anticipated delays. If we are unable to complete our service by the anticipated or proposed date advised by us, you acknowledge and agree that you shall not be entitled to any damages (liquidated damages, or any other type of damages or costs) in respect of the delay.

12.           No Exclusivity - We work for other clients in addition to providing these Services to you. We will keep you informed of the dates or times we can attend your property or site. Unless we have expressly agreed in writing, we will not be exclusive to your job and will be under no obligation to attend your site or Property on repeated, concurrent days.

DEPOSIT

13.           Payment of Deposit - You agree that payment of a Deposit maybe required to confirm acceptance of the Quote and that certain amounts may not be refundable if you decide to terminate this Contract prior to us starting the Services.

14.           Refund of Deposit - If you decide to terminate this Contract before we commence the Services, we will be entitled to retain the following amounts from the Deposit:

a.      the entire amount incurred by us in relation to materials purchased and/or being manufactured (custom specifications or not); and/or

b.      an amount equal to 15% of the Total Price quoted to cover our administration and expenses up to and including the date of termination.

15.           Custom Materials - In the event you terminate this Contract before we commence the Services and the Deposit amount is insufficient to cover the balance owed for materials made or ordered, to custom specifications (Custom Materials), the balance for such Custom Materials will be invoiced to you for immediate payment.

16.           Delivery of Custom Materials - In the event you terminate this Contract before we commence the Services, the Custom Materials will be delivered to you as you will have paid for them from your Deposit. Full title, risk and ownership of the Custom Materials will pass to you on delivery of the Custom Materials to your property or otherwise into your possession.

VARIATIONS

17.           Variations - We reserve the right to issue a Variation Order to change the Total Price or extend the time to complete the Services at times, but not limited to the following:

a.      encountering unsuitable ground or overhead obstructions that prevent works; and/or

b.      services encountered that were not detected by mark-out plans, cable location, pot holing or hand digging, and which affect the performance of the works; and/or

c.      encountering hazardous waste, material or contamination of any kind that poses a health and safety risk and/or

d.      discovery of any archaeological or cultural artifacts or remains as per the Heritage New Zealand Pouhere Taonga Act 2014; and/or

e.      a change, amendment, alteration, repositioning of Goods, change to selection of Goods or materials, a change to the plans or specifications, is required or requested by you or any representative authorised by you (including your agent, architects, structural engineers or other contractor you direct us to take instructions from), after you have accepted our Quote whether or not the Services have commenced; and/or

f.      where additional works are required due to the discovery of hidden or unidentifiable difficulties or defects.

g.      increases to us for the cost of labour or materials which are beyond our reasonable control or which we could not have foreseen and priced into the Quote at the time of issue and acceptance; and/or

h.      a requirement for us to extend the time to commence the works your Obligations to Us have not been met and/or

i.      a requirement for us to extend the time to complete the works due to the impact of any changes listed above or which are a Variation.

18.           Confirmation of Variation - Variation Orders will be confirmed in writing, stating the price adjustment to the Quote. This will be supplemental to the Quote.  If it is essential for works to continue that day, we will make reasonable effort to contact you or your agent to agree the Variation verbally.

19.           Continuation of Services If we are unable to make contact to discuss a Variation and/or we deem the Variation necessary to due to Weathertightness or other external demands, you agree that this will not invalidate the Variation Order that we issue to you. You further accept and agree that we are entitled to the additional amount (if any) stated in the Variation Order.

20.           Charging Variations - We may charge for variations on a time and materials basis, or as set rate.

21.           Variation to Quote – The Variation Order shall be incorporated into this Contract and any amount payable for that Variation shall be added to the Total Price.

22.           Consents, Approvals or Compliance Certificates - You are responsible for local or regional authority approvals or consents should the Services require this. Unless otherwise agreed in writing, we are entitled to issue our final invoice or payment claim for payment irrespective of whether any certificate of completion has or has not been issued by us or any other party.

INVOICING AND PAYMENT CLAIMS

23.           Time and Method for Payment - Amounts specified in the invoice require payment within 7 days or as per the terms on our Invoice or Quote. Invoices will be issued to you or your nominated agent by email. Payment can be made by direct credit. We do not accept Cash.

24.           Dispute of Invoice – If you receive an invoice and believe the amount is incorrect, you must send us a written payment schedule within 7 working days, as required by section 21 of the Construction Contracts Act 2002. If you don't respond within this time, you still need to pay the full amount stated on the invoice by the due date. If you do send a payment schedule suggesting a lower amount or no payment, and we disagree, we may proceed with the dispute resolution steps outlined in clause 43.

25.           Non-Payment - If you do not pay the Amount Owing by the due date and you have not issued us with any payment schedule (see clause 24 for Disputing the Invoice), this becomes an Overdue Amount Owing. If overdue for 7 calendar days, we shall have the right to apply late payment interest at a rate of 5% per month.

26.           Debt Collection - If an Overdue Amount Owing remains unpaid for 14 days or more, we reserve our rights to engage a debt collection agency or solicitor to recover the Overdue Amount Owing. You will be liable for the costs incurred by us in the collection of any unpaid amounts including but not limited to legal costs, debt collection fees and internal administration fees.

27.           Administration Fees – If we are obliged to perform any additional actions to recover monies owed by You, we reserve the right to apply reasonable administration fees for telephone calls, emails and any in person visits required to recover any Overdue Amount Owing.

28.           Suspension of Services - If there is an Overdue Amount Owing and such default continues for 7 calendar days then we shall be entitled to immediately suspend the Services without notice and such suspension shall be on the same basis as if it were a suspension under s24A(2) and (3) of the Construction Contracts Act 2002.

TERMINATION

29.           Termination By Us – We strive to provide excellent service, but there are rare situations where we might not be able to continue, and we may choose to end our contract with you. We will notify you in writing if this happens. Ending the contract does not affect any legal rights we may have, and you will still need to pay for any services we've already started or completed. Reasons we might end the contract include:

a.      If you don't pay the required deposit or any other outstanding amounts.

b.      If you become insolvent or bankrupt, or if a receiver, manager, or similar official is appointed over your assets or business.

c.      If we or our approved contractors can't safely access your property to perform services, and this issue isn't resolved by you."

QUALITY GUARANTEE

30.           Consumer Guarantees Act - If you are a customer in trade or business and our Services under this contract are for business purposes, the provisions of the Consumer Guarantees Act 1993 (CGA) shall not apply. Otherwise, the provisions of the CGA shall apply.

31.           Defect Liability Period - If the Services are defective, we will remedy the defect at no cost to you for a period of 12 months (Defect Liability Period) from the date of practical completion of the Services, provided you inform us within the Defect Liability Period in accordance with Section 362i to 362k and 362q of the Building Act 2004 and is subject to the exceptions in that Act and those listed in the following clause 33.

32.           No Liability to Remedy - Any workmanship guarantee owed under relevant laws will not apply where:

a.      the fault or defect is not notified to us within the Defect Liability Period; or

b.      the fault or defect is a result of:

         i.        something done by you or someone else, and not by us or our preferred installers or contractors; or

         ii.        you not maintaining the Property in a sound and reasonable condition in that it caused the defect; or

        iii.        something beyond human control that occurred after completion of our Services or works, e.g., an extreme weather event or natural disaster or natural event such as an earthquake, lahar or tsunami that causes the defect.

        iv.        any part of the Goods installed as part of the Services being misused, abused, neglected or damaged after installation.

         v.        the Goods not being maintained in accordance with any care or guarantee documents; or

        vi.        the Goods being repaired, modified, reinstalled, or repositioned by anyone other than us or our preferred contractor.

33.           Manufacturer Warranty - If the Defects Liability Period has expired and the goods have a manufacturer's warranty, you need to contact the manufacturer directly for any issues during the warranty period.

RISK AND OWNERSHIP

34.           Insurance Risk - We confirm that we hold General Liability insurance. All risk in the plant, materials and equipment to supply the Services sits with us during the performance of the Services.

35.           Plant and Machinery on Site - You agree that we may store any Plant or Machinery required for the Services, at your Property during the Contract Period.

36.           Transfer of Risk - Upon completion of the Services, the risk to insure any Goods that have been installed shall pass to you as they become fixtures or chattels (as the case may be). However, ownership of the Goods is ours while you may hold the goods as trustee and agent for us until the Amounts Owing is paid in full.

37.           Title to Goods - We own the Goods until you have paid for them in full. No beneficial or equitable ownership of the Goods will pass to you until full and final payment of the Total Price has been received by us.

38.           Right to Enter Property - If you fail to comply with this Contract in relation to payment of Amounts Owing, then we may enter the Property and seize possession of the Goods and retain, sell or otherwise dispose of such Goods.

LIMITATION OF OUR LIABILITY

39.           Delays to Commence Works – We will discuss with you, if the Services cannot proceed on the scheduled date and time for any reason. We exclude liability to you for any claims, losses, damages and costs (direct, indirect or anticipated) incurred by you for the Services not taking place as planned.

40.           Damage to your Property - Our maximum Liability for any damages or losses related to the services we provide is limited to the lower of either the total cost you paid for the goods or services, or the actual direct costs you incurred. We hold general liability insurance for this purpose. However, our liability may be reduced or eliminated if any actions you took, or any existing issues or defects with your property, contributed to the damage.

41.           Exclusion of Our Liability - To the maximum extent allowed by law, and except for our responsibilities during the Defect Liability Period or as required by any law, we are not responsible for any direct or indirect losses, damages, costs, or claims you experience related to our services. This includes any unexpected, special, or consequential losses or damages, such as lost profits or savings.

42.           Limitations of Liability Cannot Apply - These clauses do not limit our liability to the extent that it cannot be limited at law; and/or arises out of or in connection with any wilful default, fraud or criminal conduct by us.

DISPUTE RESOLUTION

43.           Dispute Resolution - If either party consider that a dispute has arisen, that party must:

          i.    Give the other written notice outlining the basis of the dispute; and

          ii.    The parties must then meet or appoint a third party to assist in the resolution of the dispute; and  

         iii.    If a resolution is not achieved, the aggrieved party may refer the dispute for adjudication by the Building Disputes Tribunal. 

You are still required to pay any undisputed amounts on your invoice according to the contract terms. Only the disputed portion can be withheld until the dispute is resolved.

LAW

44.           NZ Governing Law - This Contract shall be governed by the laws of New Zealand and the parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand.

45.           Severability - If and to the extent any provision or part of a provision is illegal or unenforceable, such provision or part of a provision will be severed from this Contract and will not affect the continued operation of the remaining provisions of this Contract.

46.           Entire Agreement - This Contract sets out the entire agreement between the parties.

47.           This Contract is a construction contract as defined under the Construction Contracts Act 2002.

48.           Signing not Required - It is not necessary for this Contract to be signed unless we insist on it. You are bound by these terms if you continue to act in a way that is consistent with the arrangement and discussions you have had with us in relation to the Quote and we have incurred time and expense in procuring materials or commenced any part of the Services or works for or if you have paid a Deposit.

49.           Electronic Acceptance The parties agree that any legal requirement may be met by using electronic means in accordance with the Contract and Commercial Law Act 2017. In this clause the term “legal requirement” has the meaning given to it by section 219(2) of the Contract and Commercial Law Act 2017.