Trade Terms & Conditions

1. Definitions

Business Day means Monday to Friday in New Zealand, excluding public holidays and 25 Dec–5 Jan.
Goods means products we supply. Services means related services (e.g., advice, site visits).
Order means your purchase order (including online orders). Price means the price payable for an Order, excluding GST unless stated. Account means your trade credit account with us.
Data Sheets means the current product technical and safety documentation.

2. Application of these terms

2.1 These terms apply when we accept your trade application or first supply you on a trade basis.
2.2 We may update these terms by notice; updates apply to future Orders.
2.3 You warrant you are in trade and acquiring Goods/Services for business purposes.

3. Quotes, pricing and orders

3.1 Quotes (unless stated otherwise) are in NZD, exclusive of GST, valid for the period shown or, if none, the date of issue only.
3.2 Price lists may change without notice. The Price for an Order is the Price confirmed on acceptance.
3.3 Minimum order quantities, cut-offs and freight surcharges may apply.
3.4 We may accept, reject or allocate Orders. We may supply by instalments.
3.5 You may cancel an Order only with our written consent; restocking/handling fees and any third-party costs may apply. Made-to-order or non-stock items are non-cancellable/non-returnable.

4. Delivery, risk and inspection

4.1 Delivery is to your nominated address or as otherwise agreed. If not agreed, delivery to a carrier on limited carrier’s risk is delivery to you.
4.2 Risk passes on dispatch from our premises (or on delivery if we expressly agree). Title is addressed in clause 5.
4.3 Delivery dates are estimates only; we’re not liable for delay.
4.4 You must inspect Goods on receipt and notify us and the carrier of any loss/shortage/damage in writing within 5 Business Days (or non-delivery within 2 Business Days of the due date).
4.5 Each instalment is a separate contract; failure to deliver one does not entitle you to cancel others.

5. Title and PPSA security

5.1 Retention of title: We retain ownership of Goods until we receive full, cleared payment for all amounts you owe us.
5.2 PPSA: You grant us a security interest in (a) all Goods supplied (and their proceeds) and (b) your present and after-acquired inventory to secure all amounts owing. You authorise registration of financing statements and waive the right to receive verification statements.
5.3 Until paid in full you must: (a) store Goods separately and clearly identify our ownership; (b) not encumber or sell them other than in the ordinary course; (c) hold proceeds on trust for us.
5.4 On default, we may enter premises to repossess Goods (without liability for trespass to the fullest extent permitted).
5.5 To the extent permitted, the parties agree that sections 114(1)(a), 116, 120(2), 121, 125, 129, 131 and 133 of the PPSA do not apply.

6. Credit terms and payment

6.1 Unless stated otherwise in an invoice, payment is 20th of the month following the invoice date (EOM20).
6.2 You must pay in full, without set-off or deduction. We may apply payments as we choose.
6.3 Overdue amounts accrue interest at 1.5% per month (or the maximum lawful rate) from due date until paid. You must pay all collection and legal costs (on solicitor–client basis).
6.4 We may suspend supply, place the Account on stop credit, cancel discounts/rebates and/or require payment in advance if any amount is overdue or your credit risk changes.
6.5 We may vary or withdraw your credit limit at any time.

7. Returns

7.1 Returns are accepted only under our published Returns Policy (as updated) and only with a Return Authorisation (RA).
7.2 Returned Goods must be unopened, in resaleable condition, and returned freight-paid within the period specified. A restocking fee may apply. Non-stock, tinted/mixed, cut-lengths and customised Goods are not returnable.
7.3 Credit is at our discretion after inspection.

8. Product information, application and warranties

8.1 You must read and follow Data Sheets and application instructions and ensure installers are suitably competent/qualified.
8.2 You are responsible for: (a) site preparation, substrate condition and compatibility; (b) correct storage, handling and application; (c) compliance with H&S and building laws/codes; (d) independent testing where required.
8.3 Limited warranty: We warrant that Goods will materially conform to their published specification at dispatch. Our sole obligation is, at our option, to repair, replace or credit the Goods.
8.4 This warranty does not cover improper storage, misuse, incorrect application, wear and tear, force majeure, non-standard environments, or failure to follow Data Sheets.
8.5 For any system warranties, the full specified system (including primers/tapes/topcoats) must be used, installed by competent personnel, and maintained per our guidance.

9. Consumer Guarantees Act & Fair Trading Act (contracting out)

9.1 The parties confirm they are in trade and that Goods/Services are supplied and acquired in trade for business purposes. To the maximum extent permitted by law, the parties contract out of the Consumer Guarantees Act 1993.
9.2 To the extent permitted by section 5D of the Fair Trading Act 1986, the parties contract out of sections 9, 12A and 13. The parties agree this is fair and reasonable.
9.3 Nothing limits non-excludable statutory rights or our obligations under the Health and Safety at Work Act 2015.

10. Liability

10.1 To the fullest extent permitted, we exclude all implied warranties.
10.2 We are not liable for any indirect, special or consequential loss, loss of profit, revenue, production, business or data.
10.3 Our aggregate liability for any claim (contract, tort, statute or otherwise) is capped at the Price paid for the Goods/Services giving rise to the claim (or 12 months’ Fees, for ongoing services), whichever is lower.
10.4 You must mitigate loss and give us a reasonable opportunity to remedy.

11. Privacy (Privacy Act 2020)

11.1 We collect, use and disclose personal information to open and manage your Account, assess credit, recover amounts owing, market to you, and operate our business.
11.2 We may obtain/verify information from credit reporters and trade referees and disclose defaults/updates to them.
11.3 You have rights to access and request correction. Our Privacy Policy explains more (including any overseas disclosures).

12. Force majeure

We’re not liable for delay or failure caused by events beyond our reasonable control (including supply chain issues, transport, epidemics, acts of God, labour disputes, or law changes). We may cancel or allocate supply during such events.

13. Disputes

13.1 Senior representatives will meet in good faith to resolve disputes within 10 Business Days of notice.
13.2 Failing resolution, either party may refer the dispute to mediation (AMINZ/Lawyers Engaged in ADR).
13.3 If still unresolved after mediation, either party may refer the matter to arbitration by a sole arbitrator under the Arbitration Act 1996. Seat/venue: Auckland, New Zealand. The award is final. Each party bears its own costs; tribunal costs are shared equally unless awarded otherwise.
13.4 Urgent interlocutory relief may be sought at any time.

14. General

14.1 Governing law/jurisdiction: New Zealand law; NZ courts (subject to clause 13).
14.2 Assignment: You may not assign without our consent. We may subcontract.
14.3 Notices: to the contact details on your Account; email is sufficient.
14.4 Severability/waiver: If a clause is unenforceable, the rest stands; no waiver unless in writing.
14.5 Entire agreement: These Trade Terms, our General Ts&Cs, your credit application and the Order form the entire agreement for the supply.