TERMS OF TRADE
TERMS OF TRADE FOR ANIKETOS BARRIER SERVICES LIMITED
1. APPLICATION
These terms and conditions govern the services and supply of goods by Aniketos Barrier Services Limited ("Aniketos") and apply unless explicitly specified otherwise in writing.
2. DEFINITIONS
“Client” refers to the person/s buying the Goods as specified in any invoice, document, or order. If there is more than one Client, it is a reference to each Client jointly and severally.
"Company" refers to Aniketos Barrier Services Limited, including its successors and assigns, or any person duly authorised to act on behalf of and with the authority of Aniketos Barrier Services Limited.
“Contract” refers to the terms and conditions outlined in this document, inclusive of any quotation, order, invoice, or other documents explicitly stated to be supplementary to this Contract.
“Contractor” refers to Aniketos Barrier Services Limited, its successors and assigns, or any person acting on behalf of and with the authority of Aniketos Barrier Services Limited.
“Goods” refers to all products or services provided by the Supplier to the Client at the Client's request, as may occur periodically. In situations where context allows, the terms 'Goods' or 'Services' can be used interchangeably for the other.
“Price” refers to the Price payable for the Goods as agreed between the Contractor and the Client.
“Services” refers to specific tasks or offerings provided by the Supplier to the Client, as requested by the Client and outlined in documents such as quotations, orders, and invoices.
“Supplier” refers to Aniketos Barrier Services Limited, its successors and assigns, or any person acting on behalf of and with the authority of Aniketos Barrier Services Limited.
3. ACCEPTANCE
The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Goods.
These terms and conditions may only be amended with the Contractor’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and the Contractor.
4. ELECTRONIC TRANSACTIONS ACT 2002
Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 22 of the Electronic Transactions Act 2002 or any other applicable provisions of that Act or any Regulations referred to in that Act.
5. PRICING AND PAYMENT
5.1 PAYMENT TERMS
Payment terms are outlined below unless otherwise agreed upon in writing by the Contractor. Payment is due 7 days following the invoice date.
5.2 PRICE DETERMINATION
The Price may be determined by:
a) The invoice provided by the Contractor.
b) The Price as per the Contractor’s current price list at the time of Goods delivery.
c) A quoted price by the Contractor, valid for a specified period or thirty (30) days.
5.3 PRICE ADJUSTMENTS
The Contractor reserves the right to modify the Price for requested variations, which will be invoiced separately upon completion. Quoted prices may be subject to adjustments, corrections, or withdrawals before order acceptance.
5.4 DEPOSIT REQUIREMENT
A deposit may be required as specified in the quotation.
5.5 PAYMENT METHODS
Payment must be made:
a) Prior to goods being dispatched from relative suppliers.
b) By instalments for approved Clients.
c) On the date specified on any invoice.
d) If no notice is given, within seven (7) days after the invoice date. Payment options include electronic/on-line banking, or any agreed-upon method.
5.6 GST AND OTHER TAXES
Unless specified otherwise, the Price excludes GST. The Client must pay GST simultaneously with the Price and is responsible for other taxes and duties unless expressly included in the Price.
5.7 PRICE DETERMINATION
The Price is determined by the submitted quotation or, in its absence, based on the current price list at the time of goods dispatch. If neither applies, the invoice provided by the Contractor upon order completion sets the price.
5.8 PAYMENT TERMS FOR SERVICES
Payment for all products purchased from Aniketos must be made in full before the goods are delivered to the site. Custom-built items must be paid for in full before undergoing fabrication.
Installation and maintenance services, along with any sundry items, will be invoiced upon completion of work. Payment terms for these services will remain due on the 20th of the current month unless previously discussed trading terms are agreed upon by both parties.
6. INVOICES
6.1 PROGRESS INVOICES
Progress invoices will be issued for larger-scale installations that necessitate extended completion times or if installations extend into the following month, at the discretion of the Director of Aniketos. Additionally, all work completed between the 16th of the month and the close of business on the 15th of the following month will be invoiced on the 15th of every month, with payment due on the 20th of the same month.
6.2 OVERDUE INVOICES
In the case Aniketos has still not received payment in full on any outstanding invoice 14 days past its due date without any written explanation advising why payment has not been made or when payment will be expected, the client may be liable for a late fee of up to 25% of the total invoice.
7. DEFAULT AND CONSEQUENCES OF DEFAULT
7.1 INTEREST ON UNPAID INVOICES
Interest on unpaid invoices will accrue daily from the due date until the payment date at a rate of two and a half percent (2.5%) per calendar month. The Supplier reserves the right to compound such interest monthly, both before and after obtaining any judgment.
7.2 INDEMNIFICATION OF COSTS
In the event of any outstanding amount owed by the Client to the Supplier, the Client agrees to indemnify the Supplier against all costs and disbursements associated with debt recovery. These costs may include internal administration fees, legal costs on a solicitor and own client basis, the Supplier’s collection agency costs, and any bank dishonour fees.
7.3 REVERSED TRANSACTIONS
Should a payment made by the Client to the Supplier be reversed, the Client shall be held liable for the reversed transaction amount. Additionally, the Client shall bear any further costs incurred by the Supplier, provided it can be proven that the reversal is illegal, fraudulent, or in violation of the Client’s obligations under this Contract.
7.4 RIGHT TO CANCEL UNFULFILLED ORDERS
Without waiving any other legal remedies, the Supplier retains the right to cancel all or any part of an unfulfilled Client order. In such cases, all amounts owed to the Supplier, regardless of the due date, become immediately payable if:
a) Any payable sum becomes overdue, or if, in the Supplier’s judgment, the Client will likely be unable to make a timely payment.
b) The Client becomes insolvent, initiates a meeting with creditors, proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors.
c) A receiver, manager, liquidator (provisional or otherwise), or a similar party is appointed concerning the Client or any of its assets.
8. TRAVEL CHARGES
Starting from April 1st, 2024, Aniketos will implement a revised travel charge-out system.
According to the IRD 2022-2023 Travel Km Rates, Aniketos will maintain the rate of 0.95 cents per kilometre travelled. This rate covers various expenses such as fuel, vehicle maintenance, RUC's, insurance, and fuel. It's important to note that this rate is subject to change as per any new information released by the IRD.
Additionally, Aniketos will introduce a small staff travel charge. Here's how it will operate:
Local travel within a reasonable distance (approximately 100km radius of Aniketos' home base) will remain complimentary.
However, travel beyond this radius will now incur a charge of $23.15 + GST per hour spent traveling for each staff member. This rate aligns with the minimum hourly wage set in New Zealand for the year 2024.
In cases where a trailer for cartage is required, an additional charge of $0.10 cents will be applied.
9. DOWNTIME POLICY
Whenever the Aniketos team is prevented from completing the task at hand, through any means out of their control, downtime charges will apply. These charges will be calculated based on the charge-out rate of each team member affected, billed in 15-minute increments for the duration of the delay.
In cases where the reason for downtime poses a significant challenge to Aniketos' ability to maintain timely service for other clients, Aniketos reserves the right to suspend the installation temporarily and vacate the site until the issue is resolved. An alternative arrangement will then be scheduled to resume and complete the job. It's important to note that additional charges, such as travel expenses, may apply in such situations.
10. WEATHER IMPLICATIONS
Understanding the site's location and exposure to weather elements is crucial. Aniketos' team needs to be informed about potential weather-related challenges, including those within covered spaces such as cold food logistics storage facilities. Failure to provide this information before our team arrives on-site, leading to unforeseen hindrances to health, safety, and installation completion, grants Aniketos the right to pause the installation until suitable weather conditions or proper personal protective equipment (PPE) are available. Please note that this may incur a down-day fee.
11. DOWN-DAY FEE
In the event of a down-day, a fee equivalent to 5 hours per staff member will be charged at their respective allocated charge-out rates, in addition to any associated travel charges.
12. MINIMUM CHARGE OUT
All jobs, including requested site visits on behalf of a third party, maintenance, and installations, will incur a minimum charge of 4 hours plus travel costs. For instance, if the service required, such as installing, maintaining, or removing one Pedsafe Gate or one bay of longspan shelving, falls below the 4-hour charge-out cost, the 4-hour rate will still apply. This should be taken into consideration when requesting quotes for Aniketos' services.
13. DELIVERY OF GOODS/SERVICES
The Contractor is responsible for promptly initiating Services at the earliest feasible time.
If completion is delayed due to factors beyond the Contractor's control, including the Client's failure to make selections, have the site prepared, or notify the Contractor of site readiness, the Services' commencement and completion dates will be reasonably adjusted. The Contractor will communicate this extension to the Client in writing.
The cost of delivery, at the Contractor's discretion, is either included in the Price or added to it.
The Client must accept Goods by receiving or collecting them when tendered for delivery. If the Client is unable to take delivery as scheduled, the Contractor may charge a reasonable fee for redelivery and/or storage.
The Contractor may deliver Goods in separate instalments, with each instalment invoiced and payable as per the terms and conditions.
Any timeframe provided by the Contractor to the Client is an estimate only. The Client is obligated to accept Goods even if delivered late, and the Contractor is not liable for any losses or damages incurred by the Client due to tardy delivery.
14. RISK
While the Contractor endeavours to meet agreed-upon delivery dates, it holds no liability for delays or consequential losses resulting from late delivery or post-dispatch damage to goods. The transfer of risk to the purchaser occurs upon the delivery of goods and the purchaser's signature. The purchaser assumes responsibility for insuring the goods during delivery.
The risk of damage or loss of the Goods is transferred to the Client upon delivery, and the Client is required to insure the Goods on or before delivery.
If any Goods are damaged or destroyed after delivery but before ownership transfers to the Client, the Supplier is entitled to receive all insurance proceeds applicable to the Goods. The presentation of these terms and conditions by the Supplier serves as adequate evidence of the Supplier's rights to the insurance proceeds, eliminating the need for further inquiries by any party dealing with the Supplier.
If the Client requests leaving Goods outside the Supplier's premises for collection or delivery to an unattended location, such Goods are left at the Client's sole risk.
When the Supplier is obligated to install the Goods, the Client assures that the structure of the premises or equipment for installation is sound. The Supplier is not liable for any claims, losses, damages, costs, or expenses related to the installation and incidental work if the structure proves unsuitable.
The Client acknowledges that supplied Goods may exhibit variations in shade, tone, colour, texture, surface, and finish, and may fade or change colour over time. While the Supplier endeavours to match batches to minimise variations, no liability is assumed for such occurrences.
The Client recognises that supplied Goods may:
a) Fade or change colour over time.
b) Expand, contract, or distort due to exposure to heat, cold, or weather.
c) Mark or stain when exposed to certain substances.
d) Be damaged or disfigured by impact or scratching.
Any advice, recommendation, information, assistance, or service provided by the Supplier concerning Goods or Services is given in good faith, based on the Supplier's knowledge and experience. Such guidance is accepted without liability on the Supplier's part. It is the Client's responsibility to verify the accuracy and reliability of the guidance considering the intended use of the Goods or Services.
15. CONSTRUCTION CONTRACTS ACT 2002
The Client explicitly acknowledges the following:
a) The Contractor holds the right to suspend work within five (5) working days upon providing written notice of its intention to do so if a payment claim is served on the Client; and
a. The payment is not paid in full by the due date for payment, and no payment schedule has been given by the Client; or
b. A scheduled amount stated in a payment schedule issued by the Client in relation to the payment claim is not paid in full by the due date for its payment; or
c. The Client has not complied with an adjudicator’s notice that the Client must pay an amount to the Contractor by a particular date; and
d. The Contractor has given written notice to the Client of its intention to suspend the carrying out of construction work under the construction contract.
b) If the Contractor suspends work, it:
a. Is not in breach of the contract; and
b. Is not liable for any loss or damage whatsoever suffered, or alleged to be suffered, by the Client or by any person claiming through the Client; and
c. Is entitled to an extension of time to complete the contract; and
d. Retains 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 the Contractor exercises the right to suspend work, the exercise of that right does not:
a. Affect any rights that would otherwise have been available to the Contractor under the Contractual Remedies Act 1979; or
b. Enable the Client to exercise any rights that may otherwise have been available to the Client under that Act as a direct consequence of the Contractor suspending work under this provision.
16. REVIEW BY LEGAL PROFESSIONALS
Both parties acknowledge the importance of seeking independent legal advice before entering into this Contract and agree that any failure to do so is not the responsibility of the other party.
17. SEVERABILITY
The failure of either party to enforce any provision of these terms and conditions shall not be construed as a waiver of that provision, nor shall it impede the right of that party to subsequently enforce it. If any provision of this Contract is found to be invalid, void, illegal, or unenforceable, the remaining provisions' validity, existence, legality, and enforceability shall remain unaffected.
18. FORCE MAJEURE
Neither party is liable for default due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, strikes, lockouts, industrial action, fire, flood, or other events.
19. CONFIDENTIALITY
The Client agrees to treat all non-public information obtained from the Supplier as confidential and not disclose it to any third party without the Supplier's prior written consent.
Information shall not be considered confidential if it is publicly available or becomes so without a breach of this agreement.
20. ACCESS
The Client shall ensure that the Supplier has clear and free access to the work site at all times to enable them to undertake the Services. The Supplier shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways, and concreted or paved or grassed areas) unless due to the negligence of the Supplier.
21. ACCURACY OF CLIENT'S PLANS AND MEASUREMENTS
The Supplier is authorised to trust the accuracy of plans, specifications, and other information supplied by the Client. The Client acknowledges that any inaccuracies in the information provided by them absolve the Supplier from responsibility for any resulting loss, damages, or costs.
Should the Client provide information pertaining to measurements and quantities required for the services, it is incumbent upon the Client to validate the accuracy of such details before placing an order. The Supplier holds no responsibility for any loss, damages, or costs incurred due to the Client's failure to adhere to this clause, whether by the Client or Supplier initiating an order based on these measurements and quantities.
22. INDEMNITY
To the maximum extent permissible by law, the Client agrees to indemnify the Company against all costs, claims, demands, expenses, and liabilities of any nature. This includes, without limitation, damage to property and consequential loss (such as loss of profits or intellectual property) arising from or related to the supply of Goods. This indemnification applies unless such costs, claims, demands, expenses, or liabilities are directly and solely attributable to the negligence of the Company or a duly authorised employee or agent of the Company.
23. OWNERSHIP
The Supplier and the Client mutually acknowledge that ownership of the Goods shall not transfer until:
a) The Client has paid the Contractor all amounts owing to the Contractor; and
b) The Client has met all of its other obligations to the Contractor.
Any non-cash payments received by the Supplier are not considered received until the payment method has been duly honoured, cleared, or acknowledged.
Until the ownership of the Goods shifts to the Client:
a) The Client acts solely as a bailee of the Goods and must return them upon the Supplier's request.
b) The Client holds the benefits of its insurance on the Goods in trust for the Supplier, pledging to remit the insurance proceeds in case of loss, damage, or destruction.
c) The Client shall not sell, dispose of, or relinquish possession of the Goods, except in the ordinary course of business and at market value. Any proceeds from such acts must be held in trust for the Supplier and remitted upon demand.
d) The Client must not alter or process the Goods or mix them with other items. If such actions occur, the resulting product is held in trust for the Supplier, and the Client must follow the Supplier's instructions regarding its sale, disposal, or return.
e) The Client is prohibited from encumbering the Goods, granting interests, or disposing of any interest in the Goods while they remain the Supplier's property.
f) The Supplier reserves the right to initiate proceedings to recover the Price of the Goods sold, even if ownership has not yet transferred to the Client.
24. CONSUMER GUARANTEES ACT 1993
In the event that the Client is obtaining Goods for business or trade-related purposes, the Client recognises that the Consumer Guarantees Act 1993's stipulations do not extend to the supply of Goods from the Supplier to the Client.
25. EXCLUSION OF WARRANTIES BY COMPANY
No representation, condition, warranty, or premise expressed or implied by law or otherwise applies to goods except where goods are supplied pursuant to the Consumer Guarantees Act 1993 or except where expressly stated in this contract.
The Company does not provide any warranty or promise as to conditions, state of repair, or that the goods are fit and suitable for the purpose for which they are required by the Client and shall not be liable if they are not unless expressly agreed to in writing by Company.
Any Warranty agreed to will only be valid if all invoices have been paid in full and on time.
26. LIMITATION OF LIABILITY
The Company is not responsible for any injuries, damage to property, or financial losses, whether direct or indirect, that may occur from using the goods. The Consumer Guarantees Act 1993 does not apply since the goods are provided for business purposes.
The Company is not liable to the Client for financial losses, including loss of profit, resulting from a breach by the Supplier. In any case, the Supplier's responsibility is limited to damages that do not exceed the Price of the Goods.
27. CANCELLATION
The Supplier, without prejudice to any other available remedies, reserves the right to suspend or terminate the supply of Goods to the Client if, at any point, the Client breaches any obligation, including payment, under these terms and conditions. The Supplier holds no liability for any loss or damage incurred by the Client resulting from the exercise of rights under this clause.
The Supplier retains the authority to cancel any contract covered by these terms and conditions or the delivery of Goods before the actual delivery by providing written notice to the Client. Upon such notice, the Supplier will reimburse the Client for any payment made for the Goods. The Supplier assumes no liability for any loss or damage arising from such cancellation.
Should the Client cancel the delivery of Goods, they are accountable for any direct or indirect loss suffered by the Supplier directly attributable to the cancellation, including but not limited to loss of profits.
Cancellation of orders for Goods specifically tailored to the Client's specifications or for non-stocklist items will not be accepted once production has commenced or an order has been placed.
28. BUILDING ACT 2004
If the Goods ordered fall under the category of Building Work as defined by the Building Act 2004 (the Act), the Client is responsible for securing any required building consent, approval, and certificate to ensure compliance with the Act and Building Code before the Goods are supplied.
In the event that the Client fails to obtain necessary consent within a reasonable timeframe and before Goods installation, the Company reserves the right to terminate the Contract. The Client, excluding instances where the fault lies with the Company, shall indemnify the Company for all costs, losses, and expenses incurred due to the failure to obtain required consent.
29. LOCAL AUTHORITY COMPLIANCE
The Client accepts responsibility for obtaining any local authority consent in adherence to regulations or bylaws related to the Goods, unless otherwise specified in the Company's Proposal.
If the Company is engaged to secure local authority consent, such costs will be borne solely by the Client. The Client also indemnifies the Company against all costs, including legal fees on a solicitor-client basis, arising from any actions taken by a local authority against the Company due to the Client's non-compliance with local authority rules or regulations, including those related to the Act or any regulations or code under the Act.
30. DISPUTES
If a dispute arises between the parties regarding the supply of Goods, the parties will make reasonable efforts to settle it through good-faith negotiation. If resolution is not achieved within five working days, the dispute will be addressed according to the following steps.
If negotiation proves unsuccessful:
a) Either party may refer the matter to mediation through written notice.
b) Within five working days of the referral, the parties will mutually agree on a mediator.
If mediation does not lead to resolution within an additional 20 working days:
a) Both the Contractor and the Client retain the right to take any necessary actions related to the dispute, including pursuing legal remedies in a Court of competent jurisdiction.
While this process is the preferred method for resolving disputes, it does not prevent any party from seeking urgent interlocutory or declaratory relief from a competent jurisdiction if, in the party's reasonable opinion, such action is necessary to safeguard their rights.
31. GENERAL
31.1 ASSIGNMENT AND SUBCONTRACTING
The Supplier may license or assign its rights and obligations under this Contract without the Client's consent. The Client cannot license or assign without the written approval of the Supplier.
31.2 SUBCONTRACTING AND CLIENT AUTHORITY
The Supplier may subcontract any part of the Services but remains liable under this Contract. The Client acknowledges they have no authority to instruct Supplier subcontractors without the Supplier's approval.
31.3 AMENDMENT OF TERMS AND CONDITIONS
The Supplier reserves the right to amend general terms and conditions for future contracts by notifying the Client in writing. Such changes are effective upon the Client's acceptance or when the Client makes a subsequent request for Goods.
31.4 WARRANTY OF AUTHORITY
Both parties warrant that they have the authority to enter into this Contract, have obtained necessary authorisations, are not insolvent, and acknowledge that this Contract creates binding and valid legal obligations.