Terms of Trade
Arahia Electrical Limited (NZBN 9429050669295) · Last reviewed April 2026
1. Definitions
1.1 "Contract" means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
1.2 "AE" means Arahia Electrical Ltd, its successors and assigns.
1.3 "Customer" means the person/s, entities or any person acting on behalf of and with the authority of the Customer requesting AE to provide the Works as specified in any proposal, quotation, order, invoice or other documentation, and:
(a) if there is more than one Customer, is a reference to each Customer jointly and severally; and
(b) if the Customer is a partnership, it shall bind each partner jointly and severally; and
(c) if the Customer is a part of a Trust, shall be bound in their capacity as a trustee; and
(d) includes the Customer's executors, administrators, successors and permitted assigns.
1.4 "Works" means all Works (including consultation, manufacturing and/or installation services) or Materials supplied by AE to the Customer at the Customer's request from time to time (where the context so permits the terms 'Works' or 'Materials' shall be interchangeable for the other).
1.5 "Worksite" means the address nominated by the Customer to which the Materials are to be supplied by AE.
1.6 "Intended Use" means a product and the use thereof, for which the product is intended to be, or is reasonably likely to be, associated with the Works.
1.7 "Non-Conforming Building Product" means building products that are regarded as Non-Conforming for an Intended Use if, when associated with a building:
(a) the product is not, or will not be, safe; or
(b) does not, or will not, comply with the relevant regulatory provisions; or
(c) the product does not perform, or is not capable of performing, for the use to the standard it is represented to conform by or for a person in the chain of responsibility for the product.
1.8 "Cookies" means small files which are stored on a user's computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website, and can be accessed either by the web server or the client's computer. If the Customer does not wish to allow Cookies to operate in the background when using AE's website, then the Customer shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.
1.9 "Price" means the Price payable (plus any Goods and Services Tax ("GST") where applicable) for the Works as agreed between AE and the Customer in accordance with clause 5 below.
2. Acceptance
2.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of any Works.
2.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
2.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
2.4 The Customer acknowledges that the supply of Works on credit shall not take effect until the Customer has completed a credit application with AE and it has been approved with a credit limit established for the account.
2.5 In the event that the supply of Works requested exceeds the Customer's credit limit and/or the account exceeds the payment terms, AE reserves the right to refuse delivery.
2.6 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.
3. Errors and Omissions
3.1 The Customer acknowledges and accepts that AE shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
(a) resulting from an inadvertent mistake made by AE in the formation and/or administration of this Contract; and/or
(b) contained in/omitted from any literature (hard copy and/or electronic) supplied by AE in respect of the Works.
3.2 In the event such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful misconduct of AE; the Customer shall not be entitled to treat this Contract as repudiated nor render it invalid.
4. Change in Control
4.1 The Customer shall give AE not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer's details (including but not limited to, changes in the Customer's name, address, contact phone or fax number/s, change of trustees, or business practice). The Customer shall be liable for any loss incurred by AE as a result of the Customer's failure to comply with this clause.
5. Price and Payment
5.1 At AE's sole discretion the Price shall be either:
(a) as indicated on invoices provided by AE to the Customer in respect of Works performed or Materials supplied; or
(b) AE's quoted Price (subject to clause 5.2) which shall be binding upon AE provided that the Customer shall accept AE's quotation in writing within thirty (30) days.
5.2 AE reserves the right to change the Price:
(a) if a variation to the Materials which are to be supplied is requested; or
(b) if a variation to the Works originally scheduled (including any applicable plans or specifications) is requested; or
(c) where additional Works are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, poor weather, limitations to accessing the Worksite, obscured building/Worksite defects, incorrect measurements, plans and/or specifications provided by the Customer, safety considerations (discovery of asbestos, etc.), prerequisite work by any third party not being completed, lack of required utilities, remedial work required due to existing workmanship being of a poor quality or non-compliant to the building code, hidden pipes and wiring in walls, etc.) which are only discovered on commencement of the Works; or
(d) in the event of increases to AE in the cost of labour or materials which are beyond AE's control.
5.3 Variations will be charged for on the basis of AE's quotation, and will be detailed in writing, and shown as variations on AE's invoice. The Customer shall be required to respond to any variation submitted by AE within ten (10) working days. Failure to do so will entitle AE to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
5.4 At AE's sole discretion a non-refundable deposit may be required.
5.5 Time for payment for the Works being of the essence, the Price will be payable by the Customer on the date/s determined by AE, which may be:
(a) on completion of the Works;
(b) by way of progress payments in accordance with AE's specified progress payment schedule. Such progress payment claims may include the reasonable value of authorised variations and the value of any Materials delivered to the Worksite but not yet installed;
(c) for certain approved Customers, due twenty (20) days following the end of the month in which a statement is posted to the Customer's address or address for notices;
(d) the date specified on any invoice or other form as being the date for payment; or
(e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by AE.
5.6 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction), or by any other method as agreed to between the Customer and AE.
5.7 AE may in its discretion allocate any payment received from the Customer towards any invoice that AE determines and may do so at the time of receipt or at any time afterwards. On any default by the Customer AE may re-allocate any payments previously received and allocated. In the absence of any payment allocation by AE, payment will be deemed to be allocated in such manner as preserves the maximum value of AE's Purchase Money Security Interest (as defined in the PPSA) in the Materials.
5.8 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by AE nor to withhold payment of any invoice because part of that invoice is in dispute, unless the request for payment by AE is a claim made under the Construction Contracts Act 2002. Nothing in this clause 5.8 prevents the Customer from the ability to dispute any invoice.
5.9 Unless otherwise stated the Price does not include GST. In addition to the Price, the Customer must pay to AE an amount equal to any GST AE must pay for any supply by AE under this or any other agreement for the sale of the Materials. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
6. Provision of the Works
6.1 Subject to clause 6.2 it is AE's responsibility to ensure that the Works start as soon as it is reasonably possible.
6.2 The Works' commencement date will be put back and the completion date extended by whatever time is reasonable in the event that AE claims an extension of time (by giving the Customer written notice) where completion is delayed by an event beyond AE's control, including but not limited to any failure by the Customer to:
(a) make a selection; or
(b) have the Worksite ready for the Works; or
(c) notify AE that the Worksite is ready.
6.3 At AE's sole discretion, the cost of delivery is either included in the Price or is in addition to the Price.
6.4 Any time specified by AE for delivery of the Works is an estimate only and AE will not be liable for any loss or damage incurred by the Customer as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Works to be supplied at the time and place as was arranged between both parties. In the event that AE is unable to supply the Works as agreed solely due to any action or inaction of the Customer, then AE shall be entitled to charge a reasonable fee for re-supplying the Works at a later time and date, and/or for storage of the Materials.
7. Risk
7.1 If AE retains ownership of the Materials under clause 12 then:
(a) where AE is supplying Materials only, all risk for the Materials shall immediately pass to the Customer on delivery and the Customer must insure the Materials on or before delivery. Delivery of the Materials shall be deemed to have taken place immediately at the time that either:
(i) the Customer or the Customer's nominated carrier takes possession of the Materials at AE's address; or
(ii) the Materials are delivered by AE or AE's nominated carrier to the Customer's nominated delivery address (even if the Customer is not present at the address).
(b) where AE is to both supply and install Materials then AE shall maintain a contract works insurance policy until the Works are completed. Upon completion of the Works all risk for the Works shall immediately pass to the Customer.
7.2 Notwithstanding the provisions of clause 7.1 if the Customer specifically requests AE to leave Materials outside AE's premises for collection or to deliver the Materials to an unattended location then such materials shall always be left at sole risk of the Customer and it shall be the Customer's responsibility to ensure the Materials are insured adequately or at all. In the event that such Materials are lost, damaged or destroyed then replacement of the Materials shall be at the Customer's expense.
7.3 Where the Customer has supplied products for AE to complete the Works, the Customer acknowledges that it accepts responsibility for the suitability of purpose and use for their products and the Intended Use and any faults inherent in those products. However, if in AE's opinion, it is believed that the materials supplied are Non-Conforming products and will not conform with New Zealand regulations, then AE shall be entitled, without prejudice, to halt the Works until the appropriate conforming products are sourced and all costs associated with such a change to the plans and design will be invoiced in accordance with clause 5.2.
7.4 Where AE is required to install the Materials the Customer warrants that the structure of the premises or equipment in or upon which these Materials are to be installed or erected is sound and will sustain the installation and work incidental thereto and AE shall not be liable for any claims, demands, losses, damages, costs and expenses howsoever caused or arising in connection with the installation and work incidental thereto.
7.5 The Customer acknowledges that AE is only responsible for parts that are replaced by AE and that in the event that other parts/Materials, subsequently fail, the Customer agrees to indemnify AE against any loss or damage to the Materials, or caused by the Materials, or any part thereof howsoever arising.
7.6 Where AE gives any advice, recommendation, information, assistance or service provided by AE in relation to Works supplied is given in good faith to the Customer or the Customer's agent and is based on AE's own knowledge and experience and shall be accepted without liability on the part of AE. Where such advice or recommendations is not acted upon then AE shall require the Customer or their agent to authorise commencement of the Works in writing. AE shall not be liable in any way whatsoever for any damages or losses that occur after any subsequent commencement of the Works.
8. Dimensions, Plans and Specifications
8.1 All customary building industry tolerances shall apply to the dimensions and measurements of the Materials unless AE and the Customer agree otherwise in writing.
8.2 AE shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Customer.
8.3 If the giving of an estimate or quotation for the supply of Materials involves AE estimating measurements and quantities, it shall be the responsibility of the Customer to verify the accuracy of AE's estimated measurements and quantities, before the Customer places an order based on such estimate or accepts such quotation.
8.4 Should the Customer require any changes to AE's estimated measurements and quantities, the Customer shall request such changes in writing, in the case of an estimate before placing an order based on that estimate and in the case of a quotation before acceptance of that quotation.
9. Access
9.1 The Customer shall ensure that AE has clear and free access to the Worksite at all times to enable them to undertake the Works (including carrying out Worksite inspections, gain signatures for required documents, and for the delivery and installation of the Materials). AE shall not be liable for any loss or damage to the Worksite (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of AE.
10. Underground Locations
10.1 Prior to AE commencing any work the Customer must advise AE of the precise location of all underground services on the Worksite and clearly mark the same. The underground mains and services the Customer must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on the Worksite.
10.2 Whilst AE will take all care to avoid damage to any underground services the Customer agrees to indemnify AE in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified as per clause 10.1.
11. Compliance with Laws
11.1 The Customer and AE shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Works, including any WorkSafe health and safety laws relating or any other relevant safety standards or legislation pertaining to the Works.
11.2 Both parties acknowledge and agree:
(a) to comply with the Building Act 2004 (including any subsequent Amendments) in respect of all workmanship and building products to be supplied during the course of the Works; and
(b) that Works will be provided in accordance with any current relevant Australian/New Zealand Standards applicable.
11.3 The Customer shall obtain (at the expense of the Customer) all licenses and approvals that may be required for the Works.
11.4 Notwithstanding clause 11.1 and pursuant to the Health & Safety at Work Act 2015 (the "HSW Act"), AE agrees at all times to comply with sections 28 and 34 of the "HSW Act" with meeting their obligations for health and safety laws in the workplace regardless of whether they may be the party in control of the Worksite or where they may be acting as a sub-contractor for the Customer who has engaged a third party head contractor.
11.5 If during the course of installation when the Works are being conducted within and around switchboards that if the same is found defective or deemed to be unsafe by AE, then AE shall notify the Customer immediately. The power if isolated will not be re-energised until such time as the existing condition has been rectified and made safe in accordance to the Electrical Safety Regulations. The Customer accepts and agrees that any costs associated with the rectification Works including any Materials and labour shall be to the Customer's account.
11.6 Any live Works or Works undertaken near live conductors where it is safe to do so shall be dealt with in accordance with Australian and New Zealand Wiring standards being "Safe working on Low Voltage Electrical Installations, relevant Commonwealth and Statutory Acts and Work Place Regulations". AE's live Works procedures are designed to eliminate risk of injury to AE's employees, damage to the Customer's installations and unexpected power disconnections. There may in some cases require disconnection and isolation of the installation to undertake such Works for which additional charges may be applicable. This shall be invoiced in accordance with clause 5.2.
12. Title
12.1 AE and the Customer agree that ownership of the Materials shall not pass until:
(a) the Customer has paid AE all amounts owing to AE; and
(b) the Customer has met all of its other obligations to AE.
12.2 Receipt by AE of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
12.3 It is further agreed that:
(a) until ownership of the Materials passes to the Customer in accordance with clause 12.1 that the Customer is only a bailee of the Materials and unless the Materials have become fixtures must return the Materials to AE on request;
(b) the Customer holds the benefit of the Customer's insurance of the Materials on trust for AE and must pay to AE the proceeds of any insurance in the event of the Materials being lost, damaged or destroyed;
(c) the production of these terms and conditions by AE shall be sufficient evidence of AE's rights to receive the insurance proceeds direct from the insurer without the need for any person dealing with AE to make further enquiries;
(d) the Customer must not sell, dispose, or otherwise part with possession of the Materials other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Materials then the Customer must hold the proceeds of any such act on trust for AE and must pay or deliver the proceeds to AE on demand;
(e) the Customer should not convert or process the Materials or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of AE and must sell, dispose of or return the resulting product to AE as it so directs;
(f) unless the Materials have become fixtures the Customer irrevocably authorises AE to enter any premises where AE believes the Materials are kept and recover possession of the Materials;
(g) AE may recover possession of any Materials in transit whether or not delivery has occurred;
(h) the Customer shall not charge or grant an encumbrance over the Materials nor grant nor otherwise give away any interest in the Materials while they remain the property of AE; and
(i) AE may commence proceedings to recover the Price of the Materials sold notwithstanding that ownership of the Materials has not passed to the Customer.
13. Personal Property Securities Act 1999 ("PPSA")
13.1 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that:
(a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and
(b) a security interest is taken in all Materials that have previously been supplied and that will be supplied in the future by AE to the Customer and the proceeds from such Materials.
13.2 The Customer undertakes to:
(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which AE may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
(b) indemnify, and upon demand reimburse, AE for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Materials charged thereby;
(c) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Materials or the proceeds of such Materials in favour of a third party without the prior written consent of AE; and
(d) immediately advise AE of any material change in its business practices of selling Materials which would result in a change in the nature of proceeds derived from such sales.
13.3 AE and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
13.4 The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA.
13.5 Unless otherwise agreed to in writing by AE, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
13.6 The Customer shall unconditionally ratify any actions taken by AE under clauses 13.1 to 13.5.
13.7 Subject to any express provisions to the contrary (including those contained in this clause 13), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
14. Security and Charge
14.1 In consideration of AE agreeing to supply the Works, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, and the Customer grants a security interest in all of its present and after-acquired property, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money). The terms of the charge and security interest are the terms of Memorandum 2018/4344 registered pursuant to s.209 of the Land Transfer Act 2017.
14.2 The Customer indemnifies AE from and against all AE's costs and disbursements including legal costs on a solicitor and own Customer basis incurred in exercising AE's rights under this clause.
14.3 The Customer irrevocably appoints AE and each director of AE as the Customer's true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 14 including, but not limited to, signing any document on the Customer's behalf.
15. Defects in Materials
15.1 The Customer shall inspect the Materials on delivery and shall within seven (7) days of delivery (time being of the essence) notify AE of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford AE an opportunity to inspect the Materials within a reasonable time following delivery if the Customer believes the Materials are defective in any way. If the Customer shall fail to comply with these provisions the Materials shall be presumed to be free from any defect or damage. For defective Materials, which AE has agreed in writing that the Customer is entitled to reject, AE's liability is limited to either (at AE's discretion) replacing the Materials or repairing the Materials.
15.2 Materials will not be accepted for return other than in accordance with 15.1 above.
16. Warranties
16.1 Subject to the conditions of warranty set out in clause 16.2 AE warrants that if any defect in any workmanship of AE becomes apparent and is reported to AE within twelve (12) months of the date of delivery (time being of the essence) then AE will either (at AE's sole discretion) replace or remedy the workmanship.
16.2 The conditions applicable to the warranty given by clause 16.1 are:
(a) the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
(i) failure on the part of the Customer to properly maintain any Materials; or
(ii) failure on the part of the Customer to follow any instructions or guidelines provided by AE; or
(iii) any use of any Materials otherwise than for any application specified on a quote or order form; or
(iv) the continued use of any Materials after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
(v) fair wear and tear, any accident or act of God.
(b) the warranty shall cease and AE shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without AE's consent.
(c) in respect of all claims AE shall not be liable to compensate the Customer for any delay in either replacing or remedying the workmanship or in properly assessing the Customer's claim.
16.3 For Materials not manufactured by AE, the warranty shall be the current warranty provided by the manufacturer of the Materials. AE shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Materials.
17. Consumer Guarantees Act 1993
17.1 If the Customer is acquiring Materials for the purposes of a trade or business, the Customer acknowledges that the provisions of the Consumer Guarantees Act 1993 ("CGA") do not apply to the supply of Materials by AE to the Customer.
18. Intellectual Property
18.1 Where AE has designed, drawn, written plans or a schedule of Works, or created any products for the Customer, then the copyright in all such designs, drawings, documents, plans, schedules and products shall remain vested in AE, and shall only be used by the Customer at AE's discretion. Under no circumstances may such designs, drawings and documents be used without the express written approval of AE.
18.2 The Customer warrants that all designs, specifications or instructions given to AE will not cause AE to infringe any patent, registered design or trademark in the execution of the Customer's order and the Customer agrees to indemnify AE against any action taken by a third party against AE in respect of any such infringement.
18.3 The Customer agrees that AE may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings, plans or products which AE has created for the Customer.
19. Default and Consequences of Default
19.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at AE's sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
19.2 If the Customer owes AE any money the Customer shall indemnify AE from and against all costs and disbursements incurred by AE in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, AE's collection agency costs, and bank dishonour fees).
19.3 Further to any other rights or remedies AE may have under this Contract, if a Customer has made payment to AE, and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by AE under this clause 19, where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer's obligations under this Contract.
19.4 Without prejudice to AE's other remedies at law AE shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to AE shall, whether or not due for payment, become immediately payable if:
(a) any money payable to AE becomes overdue, or in AE's opinion the Customer will be unable to make a payment when it falls due;
(b) the Customer has exceeded any applicable credit limit provided by AE;
(c) the Customer becomes insolvent or bankrupt, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
20. Cancellation
20.1 Without prejudice to any other rights or remedies AE may have, if at any time the Customer is in breach of any obligation (including those relating to payment and/or failure to remedy any breach in respect of this Contract within ten (10) working days of receipt by the Customer of such notice/s) then AE may suspend or terminate the supply of the Works. AE will not be liable to the Customer for any loss or damage the Customer suffers because AE has exercised its rights under this clause.
20.2 AE may cancel any contract to which these terms and conditions apply or cancel delivery of Works at any time before the Works are commenced by giving written notice to the Customer. On giving such notice AE shall repay to the Customer any sums paid in respect of the Price, less any amounts owing by the Customer to AE for Works already performed. AE shall not be liable for any loss or damage whatsoever arising from such cancellation.
20.3 In the event that the Customer cancels the delivery of Works the Customer shall be liable for any and all loss incurred (whether direct or indirect) by AE as a direct result of the cancellation (including, but not limited to, any loss of profits).
20.4 Cancellation of orders for products made to the Customer's specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
21. Privacy Policy
21.1 All emails, documents, images or other recorded information held or used by AE is "Personal Information" as defined and referred to in clause 21.3 and therefore considered confidential. AE acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 2020 ("the Act") including Part II of the OECD Guidelines and as set out in the Act. AE acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Customer's Personal Information, held by AE that may result in serious harm to the Customer, AE will notify the Customer in accordance with the Act. Any release of such Personal Information must be in accordance with the Act and must be approved by the Customer by written consent, unless subject to an operation of law.
21.2 Notwithstanding clause 21.1, privacy limitations will extend to AE in respect of Cookies where the Customer utilises AE's website to make enquiries. AE agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Customer's:
(a) IP address, browser, email client type and other similar details;
(b) tracking website usage and traffic; and
(c) reports are available to AE when AE sends an email to the Customer, so AE may collect and review that information ("collectively Personal Information")
If the Customer consents to AE's use of Cookies on AE's website and later wishes to withdraw that consent, the Customer may manage and control AE's privacy controls via the Customer's web browser, including removing Cookies by deleting them from the browser history when exiting the site.
21.3 The Customer authorises AE or AE's agent to:
(a) access, collect, retain and use any information about the Customer;
(i) (including, name, address, D.O.B, occupation, driver's license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Customer's creditworthiness; or
(ii) for the purpose of marketing products and services to the Customer.
(b) disclose information about the Customer, whether collected by AE from the Customer directly or obtained by AE from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Customer.
21.4 Where the Customer is an individual the authorities under clause 21.3 are authorities or consents for the purposes of the Privacy Act 2020.
21.5 The Customer shall have the right to request (by e-mail) from AE, a copy of the Personal Information about the Customer retained by AE and the right to request that AE correct any incorrect Personal Information.
21.6 AE will destroy Personal Information upon the Customer's request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
21.7 The Customer can make a privacy complaint by contacting AE via e-mail. AE will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within twenty (20) days of receipt of the complaint. In the event that the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Privacy Commissioner at http://www.privacy.org.nz.
22. Suspension of Works
22.1 Where the Contract is subject to section 24A of the Construction Contracts Act 2002, the Customer hereby expressly acknowledges that:
(a) AE has the right to suspend work within five (5) working days of written notice of its intent to do so if a payment claim is served on the Customer, and:
(i) the payment is not paid in full by the due date for payment in accordance with clause 5.5 and/or any subsequent amendments or new legislation and no payment schedule has been given by the Customer; or
(ii) a scheduled amount stated in a payment schedule issued by the Customer in relation to the payment claim is not paid in full by the due date for its payment; or
(iii) the Customer has not complied with an adjudicator's notice that the Customer must pay an amount to AE by a particular date; and
(iv) AE has given written notice to the Customer of its intention to suspend the carrying out of construction work under the construction Contract.
(b) if AE suspends work, it:
(i) is not in breach of Contract; and
(ii) is not liable for any loss or damage whatsoever suffered, or alleged to be suffered, by the Customer or by any person claiming through the Customer; and
(iii) is entitled to an extension of time to complete the Contract; and
(iv) keeps its rights under the Contract including the right to terminate the Contract; and may at any time lift the suspension, even if the amount has not been paid or an adjudicator's determination has not been complied with.
(c) if AE exercises the right to suspend work, the exercise of that right does not:
(i) affect any rights that would otherwise have been available to AE under the Contract and Commercial Law Act 2017; or
(ii) enable the Customer to exercise any rights that may otherwise have been available to the Customer under that Act as a direct consequence of AE suspending work under this provision;
(d) due to any act or omission by the Customer, the Customer effectively precludes AE from continuing the Works or performing or complying with AE's obligations under this Contract, then without prejudice to AE's other rights and remedies, AE may suspend the Works immediately after serving on the Customer a written notice specifying the payment default or the act, omission or default upon which the suspension of the Works is based. All costs and expenses incurred by AE as a result of such suspension and recommencement shall be payable by the Customer as if they were a variation.
22.2 If pursuant to any right conferred by this Contract, AE suspends the Works and the default that led to that suspension continues un-remedied subject to clause 20.1 for at least ten (10) working days, AE shall be entitled to terminate the Contract, in accordance with clause 20.
23. Service of Notices
23.1 Any written notice given under this Contract shall be deemed to have been given and received:
(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this Contract;
(c) by sending it by registered post to the address of the other party as stated in this Contract;
(d) if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
(e) if sent by email to the other party's last known email address.
23.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
24. Trusts
24.1 If the Customer at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust ("Trust") then whether or not AE may have notice of the Trust, the Customer covenants with AE as follows:
(a) the Contract extends to all rights of indemnity which the Customer now or subsequently may have against the Trust and the trust fund;
(b) the Customer has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Customer against the Trust or the trust fund. The Customer will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;
(c) the Customer will not without consent in writing of AE (AE will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
(i) the removal, replacement or retirement of the Customer as trustee of the Trust;
(ii) any alteration to or variation of the terms of the Trust;
(iii) any advancement or distribution of capital of the Trust; or
(iv) any resettlement of the trust property.
25. General
25.1 Any dispute or difference arising as to the interpretation of these terms and conditions or as to any matter arising hereunder, shall be submitted to, and settled by, either adjudication in accordance with section 26 of the Construction Contracts Act 2002 and/or by arbitration in accordance with the Arbitration Act 1996 or its replacement(s).
25.2 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party's right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
25.3 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of Auckland, New Zealand.
25.4 Subject to the CGA, AE shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by AE of these terms and conditions (alternatively AE's liability shall be limited to damages which under no circumstances shall exceed the Price of the Works).
25.5 AE may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Customer's consent.
25.6 The Customer cannot licence or assign without the written approval of AE.
25.7 AE may elect to subcontract out any part of the Works but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Customer agrees and understands that they have no authority to give any instruction to any of AE's sub-contractors without the authority of AE.
25.8 The Customer agrees that AE may amend their general terms and conditions for subsequent future contracts with the Customer by disclosing such to the Customer in writing. These changes shall be deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a further request for AE to provide Works to the Customer.
25.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, national or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments or embargo, including but not limited to, any Government imposed border lockdowns (including, worldwide destination ports), etc, ("Force Majeure") or other event beyond the reasonable control of either party. This clause does not apply to a failure by the Customer to make a payment to AE.
25.10 Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.
A larger print version of these terms and conditions is available from AE on request.