TERMS AND CONDITIONS

1. The following terms shall be incorporated into every contract between Seamless Coatings (“SC”) and the customer for the supply by SC of goods and / or services unless specifically excluded in writing and annexed hereto. No variation of these terms will be binding upon SC unless made in writing. In the event of inconsistency between these terms and any quotation or other agreement entered into between SC and the customer, then these terms shall take precedence at all times.

2. Definitions

2.1 “SC” shall mean Seamless Coatings

2.2 “Customer” shall mean the person or company referred to as the customer set out in the within Terms and Conditions..

2.3 “Services” shall mean the painting or associated services being provided by SC.

2.4 “The Guarantor” means the guarantor defined herein.

3. Collection and Use of Information

3.1 The customer authorises SC to collect, retain and use any information about the customer, for the purpose of enforcing any rights under the contract or provision of services provided by SC.

3.2 The customer authorises SC to disclose any information obtained to any person for the purposes set out in clause 3.1.

3.3 Where the customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.

3.4 Where the customer is a company and a director has signed on behalf of the company, that director hereby authorizes SC for the purposes of the Privacy Act 1993, to undertake credit checks of the director for the purposes of assessing the customer’s creditworthiness or enforced any rights under this contract.

4. Payment

4.1 Payment is to be made as to agreed terms (usually on or within seven (7) days following the receipt by the customer of an invoice from SC unless other credit arrangements have been made).

4.2 If the customer fails to make payment by the due date as to the terms of the contract, it shall be liable to pay to SC by way of liquidated damages, interest at a rate of 8% per month calculated on a daily basis.

4.3Where the duration of the work extends beyond one month, SC will issue progress claim invoices as to the work completed and the material supplied for that monthly period.

4.4 If at any time SC agrees that any outstanding account may be paid off over time, it is strictly on the basis that should any payment be missed, then the

full balance owing as at the date that payment is missed becomes due and owing immediately and SC may pursue the customer for the full outstanding amount notwithstanding the agreement for time payment.

5. Default

5.1 If the customer fails to pay any amount owing on the due date, or commits any other default under this contract and any such default shall continue for seven days:

5.1.1 All amounts payable by the customer shall upon such default become due and payable and SC may enforce payment of the balance owing and interest shall be payable thereon as set out in clause 4.3.

5.1.2 SC shall be entitled to refuse to provide any further painting or associated services to the customer under this contract or any other contract until any default on the part of the customer is remedied.

5.1.3 SC may by written notice to the customer, cancel this contract and any rights exercised by SC pursuant to this clause shall not terminate the customer’s liabilities under the contract, or to pay damages for any breach of it.

5.1.4 The customer shall pay SC’s legal costs on a solicitor/client basis for any steps SC takes against the customer because of the customer’s default.

6. Quotation

6.1 Where a quotation is given by SC for painting and associated services:

6.1.1 The quotation shall be valid for thirty (30) days from the date of issue.

6.1.2 The quotation shall be inclusive of Goods and Services Tax unless specifically stated to the contrary.

6.1.3 SC reserves the right to alter the quotation where the quotation has been submitted based on plans or has been based on work in respect of land that has not been viewed or until the work is undertaken, or circumstances beyond the control of SC dictate that the quotation may be reviewed and altered at SC’s discretion. Notwithstanding that any quotation has stated that it is a quotation in the circumstances set out in this clause 6.1.3, it shall be read as an estimate only.

6.2 Where services are required in addition to the quotation, or the customer requests a variation, the customer agrees to pay for the additional cost of such goods.

7. Ownership of Products

7.1 Ownership of any products used by SC remains the property of SC at all times until all fees have been paid to SC and are current in accordance with clause 4 hereof.

8. PPSA

9. Consumer Guarantees Act

9.1The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the customer employs SC for the purposes of a business in terms of section 2 and 43 of that Act.

10. Cancellation

10.1 SC shall, without any liability and without any prejudice to any other right it has in law or equity have the right by notice to suspend or cancel in whole or in part any contract for the supply of painting or associated services to the customer if the customer fails to pay any money owing after the due date or commits an act of bankruptcy as defined in section 19 of the Insolvency Act 2006.

10.2 Any cancellation or suspension under this agreement shall not affect SC’s claim for money due at the time of cancellation or suspension or for any damages for any breach of any terms of this contract of the customer’s obligations in SC under this contract

11. Caveat
11.1The customer/guarantor charges in favour of SC as security for the customer’s obligations to SC, all right, title and interest in any property held now by the customer and/or the guarantor either alone or jointly with anyone or acquired by the customer and/or guarantor at any time hereafter. If the customer and/or guarantor defaults in payment of any amount owed to SC, the customer and/or guarantor specifically authorizes SC to lodge a caveat against any such property and appoints SC to be the customer’s and/or the guarantor’s attorney for this purpose, provided that, this authority is to be taken as authority to create a mortgage charge on the property if a caveat is not possible, or if a mortgage charge is necessitated to protect SC’s interests, at SC’s discretion.

12. Guarantee

12.1 In consideration of SC entering into this Agreement with the customer at the guarantor’s request the guarantor covenants with SC to duly and punctually pay all fees and any other moneys due and owing by the customer pursuant to the within Agreement.

13.Miscellaneous

13.1 The customer shall not assign all or any of its rights or obligations under this contract without the written consent of SC.

13.2 SC shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control

13.3 Failure by SC to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of the rights or obligations SC has under this contract.

13.4 The law of New Zealand shall apply to this contract except to the extent expressly negatived or varied by the contract

13.5Where the terms of this contract are at variance with an order or instruction from the customer this contract shall prevail.

13.6 If any provision of this contract shall be invalid void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

13.7 Any dispute between the parties is to be dealt with in accordance with the Arbitration Act 1996.

13.8 The customer accepts that some issues relating to the quality of the finished product will be beyond the control of SC (such as earthquake movement resulting in cracked joints), and the customer agrees that they will have no recourse against SC in relation to issues beyond the control of SC.

13.9 In the event that any minor repairs are required to the finished product after completion of all work by SC, the customer agrees to allow SC the right to return to complete and remedy any issues as needed. Such repairs will only be completed by SC provided that all outstanding payments have been completed in accordance with clause 4 above.