Terms and Conditions of Trade
All Goods and Services supplied by the Company to the Customer are sold and provided subject to these Terms.
1. QUOTES AND THE PROVISION OF GOODS AND SERVICES
1.1 The Customer may request Goods or Services from the Company. If the Company is agreeable to the supply, it will issue a Quote to the Customer. All Quotes are limited to the items described in the Quote. The Company reserves the right to withdraw or vary any Quote at any time before the Customer accepts the Quote, and no change to a Quote is permitted unless the Company has agreed in writing to the change.
1.2 If the Customer wishes to accept a Quote, it must do so within 30 calendar days of the Quote’s date of issue, either by signing and returning the accepted Quote or by confirming acceptance in writing by email. If the Quote is not accepted within that period, it is deemed to have been withdrawn and a new Quote is required.
1.3 The Company may require a deposit to be paid including (without limitation) where the Customer does not have a trade account with the Company. The amount of any deposit will be identified in the relevant Quote or as otherwise agreed in writing between the parties. The Customer must pay the deposit in full to the Company on acceptance of the Quote. Goods will not be produced or Services commenced until the deposit is paid.
1.4 The Customer acknowledges that the Company does not keep the Goods readily available in stock and specifically manufactures the Goods for the Customer. The Customer may cancel an order for Goods by written notice to the Company at any time before manufacture of the Goods has commenced, in which case the Customer will be liable only for the Company’s reasonable costs and expenses actually incurred in connection with the order up to the date of cancellation. Once manufacture of the Goods has commenced, the Customer may not cancel the order. No change by the Customer to the requested Goods or Services will be permitted once manufacture has commenced.
1.5 In respect of the Goods it offers, the Company is entitled to:
(a) Discontinue the supply of any of the Goods;
(b) Add to or substitute Goods; and
(c) Make such alterations as the Company thinks fit to the specifications, manufacture, design or packaging of the Goods.
1.6 The Company will give the Customer notice of such change under clause 1.5 by email. For the avoidance of doubt, clause 1.5 does not apply in relation to orders of Goods that have been placed and accepted.
1.7 The Company may, at its discretion, use sub-contractors to carry out any of the Services on the Company’s behalf. The Company will use its reasonable endeavours to ensure any sub-contractor carrying out any of the Services is suitably qualified, competent and otherwise able to perform the Services.
1.8 As soon as either party becomes aware of anything that will materially affect the scope or timing of the Goods or Services, the party must inform the other party in writing.
2. CUSTOMER OBLIGATIONS
2.1 The Customer shall at all times ensure that the Address where the Company is required to provide the Services, and the facilities at such site, are safe and properly maintained.
2.2 The Customer will grant to the Company (or will ensure the Company is granted) unencumbered and unobstructed access to all areas of the Address where the Services are being performed. The Customer acknowledges that the Company cannot provide the Services if there are any obstructions.
2.3 If the Customer is not the owner or lawful occupier of the Address, the Customer must, prior to accepting the Quote, obtain from the owner a written acknowledgment that the Company is authorised to access the Address to perform the Services and to access the Address to inspect, repossess and remove any unpaid Goods in accordance with these Terms.
2.4 To the extent required by law, the Customer will comply with its obligations under the Health and Safety at Work Act 2015. The Customer will advise the Company of any hazards and risks which may be encountered by the Company or its workers when undertaking the Services. If the Company or its workers are likely to enter onto the Customer’s premises or site in performance of the Services the Customer agrees to notify the Company of all Health and Safety policies and procedures of the Customer or other parties also working on the site.
2.5 The Customer will provide the Company with all information and reasonable assistance to enable the Company to provide the Goods and Services.
2.6 The Customer is at all times solely responsible for determining whether the Services and Goods provided by the Company will require any Consents. If such Consents are required, the Customer is solely responsible for obtaining the Consent prior to the provision of Services or Goods.
2.7 To the fullest extent permitted by law, it is the sole responsibility of the Customer to ensure that before placing an order and accepting a Quote:
(a) All colours, materials and any other specifications or options for the Goods contained in the Quote are correct and accurate;
(b) All required Services are correct and accurate;
(c) All measurements for the Goods contained in the Quote are correct and accurate (where the Customer or another third party supplies the measurements); and
(d) The Goods are able to be installed at the relevant Address.
2.8 The Company will not be liable for any loss or damage arising directly or indirectly as a result of the Customer failing to comply with this clause 2.
2.9 If in the reasonable opinion of the Company, it cannot provide the Services or Goods as a direct result of the Customer’s failure to meet its obligations under this clause 2, then the Customer may be charged all fees, amounts payable and expenses incurred by the Company.
3. PRICE
3.1 Subject to this clause 3, the price payable for the Goods and Services ordered shall be the price specified in the Quote.
3.2 The Company is entitled to increase or vary the price recorded in the Quote and invoice the Customer accordingly if:
(a) The Customer requires a variation to the Goods or Services;
(b) Additional Goods or Services are required due to the discovery of hidden, reasonably unanticipated or unavoidable difficulty (including, but not limited to, poor weather conditions, limitations of access to the Address, obscured building defects, health and safety considerations (asbestos, etc), prerequisite work by any third party not being completed);
(c) There is an increase to the Company’s costs to obtain the Goods or provide the Services such as logistics costs, labour costs, material costs, manufacturer costs, import costs, and all costs in relation to the Goods and Services beyond the Company’s reasonable control; and
(d) The information provided by the Customer is incomplete or the time required to provide the Goods or complete the Services is extended due to the actions or omissions of the Customer.
3.3 Where the Company increases the price under clause 3.2(c) by more than 15%, the Company will give the Customer written notice of the increase, and the Customer may, within 10 Business Days of that notice, accept the increase or cancel the affected order by written notice without further liability. In the event of cancellation the Company will refund any amounts paid for the affected Goods or Services not yet supplied, less the Company’s reasonable costs and expenses actually incurred to the date of cancellation.
3.4 The Company undertakes quality control checks all units (including the carriage for sliding doors and windows) prior to the units leaving the factory. If the Company is required to return to the Address to replace or repair any carriage and determines, acting reasonably, that the carriage has been damaged as a result of dirty tracks at the Address or improper installation by any person other than the Company or its sub-contractors, the Company reserves the right to charge the Customer all costs relating to those repairs.
3.5 The Company may purchase such incidental goods and services as are reasonably required for the Company to perform the Services. The cost of obtaining such incidental goods and services shall be payable by the Customer. The Company shall maintain records which clearly identify time and expenses incurred.
4. TERMS OF PAYMENT
4.1 Unless otherwise agreed by the Company in writing, the Customer will pay for the Goods and Services as follows:
(a) Where the Customer has a trade account with the Company, the Customer shall pay the full price for the Goods and Services on the 20th day of the calendar month following receipt of an invoice from the Company; or
(b) Where the Customer does not have a trade account with the Company, the Customer will pay for the Goods and Services by paying a 50% deposit on acceptance of the Quote. The balance will be paid within 5 days after completion of the delivery of the Goods and/or completion of the Services. The Company will issue an invoice on delivery or completion.
4.2 The Company reserves the right at any time to require payment in full for the Goods and/or Services prior to delivery, or the right to withdraw credit, where it has reasonable credit or risk grounds for doing so. If a Customer has not provided a credit application or been approved for credit, the Company shall require payment in full for the Goods and/or Services prior to delivery.
4.3 Unless the Company otherwise agrees in writing, all fees, expenses and amounts payable by the Customer shall be paid to the Company by direct credit and in the manner specified in the invoice. The Company does have EFTPOS or credit card facilities available. Surcharges may apply.
4.4 Without prejudice to the Company’s other rights and remedies, if any amounts due to the Company are not paid by the due date for payment, the Company may:
(a) Where payment or part-payment is required prior to the provision of the Goods, retain the Goods until full payment for the Goods has been received;
(b) Suspend or terminate the provision of Services until full payment for the Services has been received;
(c) Suspend or terminate any trade account the Customer holds with the Company (if any), at which time all amounts the Customer owes to the Company will become due and payable;
(d) Charge the Customer interest, payable on demand, on any overdue amounts at the rate of 12% per annum, calculated daily from the due date for payment until payment is received in full; and
(e) Recover from the Customer all reasonable costs incurred by the Company arising from any breach of these Terms including, without limitation, legal fees, service costs, and costs of recovering unpaid amounts.
5. RISK AND DELIVERY
5.1 Risk in the Goods passes to the Customer on delivery of the Goods.
5.2 Delivery shall be deemed complete when the Company gives possession of the Goods directly to the Customer, on completion of the unloading of the Goods at the Address, or, where the Company (or its sub-contractors) is to install the Goods, on completion of that installation, whichever occurs first. The Customer does not need to be present at the time for delivery to occur.
5.3 The Customer is responsible for insuring all Goods from the time of delivery.
5.4 In the event that the Customer is unable to take delivery as arranged then the Company shall be entitled to charge a reasonable fee for redelivery and/or storage.
5.5 The Company is not liable to the Customer for any failure to deliver, or for any delay in the delivery of, the Goods, or for any failure or delay in providing the Services, including, without limitation, in the following circumstances:
(a) Where payment for the Goods or Services by the Customer has not been received by the Company on the due date for payment (and such payment is due prior to delivery of the Goods or completion of the Services);
(b) Those circumstances described in clause 11 of the Terms; or
(c) Where the failure or delay is caused or contributed to by the Customer, including as a result of any act or omission of the Customer.
5.6 The Company will use reasonable endeavours to meet any delivery or performance times for the Goods or Services specified in a Quote or otherwise agreed in writing, but such times are estimates only and time for delivery and performance shall not be of the essence. The Customer acknowledges that it is responsible for placing orders with due regard to stated lead times and the possibility of unforeseen delays.
5.7 To the fullest extent permitted by law, no delay in delivery of the Goods or performance of the Services, except to the extent the delay is caused by the Company’s own default, will entitle the Customer to cancel any order, reject the Goods, or withhold, set off or defer payment of any amount due to the Company.
6. OWNERSHIP RESERVED
6.1 The Company retains ownership of and the legal and equitable title in all Goods supplied or agreed to be supplied by the Company until the Customer has paid the full price for the Goods and any delivery costs and all other amounts owing by the Customer to the Company.
7. INSPECTION AND RETURNS POLICY
7.1 The Customer will, as soon as reasonably practicable after delivery, inspect the Goods and will, not later than two Business Days after delivery, notify the Company of any damage, shortages in quantity, or failure to comply with the description of the Goods in the Quote. The Customer shall afford the Company an opportunity to inspect the Goods within a reasonable time of the Customer notifying the Company under clause 7.1.
7.2 To the extent permitted by law and subject to the terms of the Warranty, if the Customer does not notify the Company in writing within two Business Days of receiving the Goods in accordance with clause 7.1 above, then the Customer is deemed to have accepted the Goods.
8. WARRANTIES
8.1 Where the Goods are Vantage branded windows and doors, they are sold subject to the Warranty. The Warranty forms part of these Terms and prevails to the extent of any inconsistency with these Terms.
8.2 Any surface finish applied to the aluminium extrusion of the Goods is covered by a separate performance warranty, the terms of which depend on the particular finish selected. The applicable warranty will be provided with the Quote.
8.3 Where the Goods also have the benefit of a warranty from a third-party, the Company will, to the extent permitted by the third-party or by law, pass the benefit of the warranty to the Customer but the Company will not itself be liable under such warranty. Any applicable warranty will be provided with the Quote.
8.4 The Customer acknowledges that the Company has not carried out any thermal stress analysis on the glass comprising the Goods. The suitability of the glazing depends on what is located behind and adjacent to it, which the Customer is responsible for confirming. To the fullest extent permitted by law, thermal stress fractures are not covered by the Warranty, by any other warranty given by the Company, or by any manufacturer’s warranty passed through under clause 8.3, and the Company has no liability for any thermal stress fractures.
8.5 Except as required by law or expressly provided in these Terms, all other descriptions, representations or conditions as to the fitness or suitability of the Services for any purpose, or as to the quality, condition, fitness or suitability of the Goods, are expressly excluded.
9. EXCLUSIONS OF LIABILITY
9.1 To the fullest extent permitted by law, the Company shall not be liable for:
(a) Any inaccuracy in the information provided by the Customer to the Company (and resulting loss or damage from such inaccuracy);
(b) Any loss of profits or any consequential, indirect or special loss, damage or injury of any kind arising directly or indirectly from any breach of any of the Company's obligations under or in connection with these Terms or from any cancellation of these Terms or from any negligence, misrepresentation or other act or omission on the part of the Company, its representatives, agents or sub-contractors.
9.2 If the Company is found to be liable under these Terms, then to the fullest extent permitted by law, the maximum aggregate amount payable, whether in contract, in tort or otherwise, in respect of all claims for loss, damage, expenses or injury arising under or in connection with these Terms, from any cancellation of these Terms or from any negligence, misrepresentation or other act or omission on the part of the Company, its representatives, agents or sub-contractors shall not in aggregate exceed the value of the Goods (or Services, if applicable) giving rise to the claim or liability.
9.3 Except to the extent required by applicable law or expressly provided in these Terms, where the Customer purchases Goods for a particular purpose, it is the Customer’s sole responsibility to ensure that the Goods will be suitable for the Customer’s purpose, and the Company shall have no liability in the event that the Goods are not fit for the Customer’s purpose, notwithstanding any statements made to the Customer by the Company or its officers or employees. The Customer and the Company agree that sections 137 to 141 of the Contract and Commercial Law Act 2017 do not apply.
9.4 Where the Customer acquires Goods or Services in trade for business purposes, the Company and the Customer agree, to the maximum extent permitted by law, that the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply. The parties acknowledge that they are both in trade, that the Goods or Services are acquired and supplied in trade, and that it is fair and reasonable for them to be bound by this clause.
9.5 Nothing in these Terms excludes, restricts or modifies any right or remedy under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986 where the Customer is a consumer or where contracting out is not legally permitted. These Terms are modified only to the minimum extent necessary to preserve those mandatory rights and remedies. In these Terms, “in trade” has the meaning given to it in the Consumer Guarantees Act 1993.
9.6 If the Company is found liable to the Customer (whether in contract, tort or otherwise), and the Customer or a third party has contributed to the loss or damage, the Company shall only be liable to the proportional extent of its own contribution.
10. CUSTOMER’S LIABILITY AND INDEMNITY
10.1 The Customer warrants that it has the full authority to order the Goods and request the Services, and the Customer shall be bound by all such orders. Where the Customer has ordered Goods, the Customer indemnifies the Company against any claim by any third-party following delivery of the Goods and provision of the Services.
10.2 To the fullest extent permitted by law, the Customer indemnifies the Company from and against any and all damages, claims, losses, demands, liabilities (including vicarious liability), injuries, suits, actions, judgments, costs and expenses of any kind whatsoever (including, without limitation, reasonable legal fees, service costs and costs of recovering unpaid amounts) arising out of or in any way connected with the Customer’s breach of these Terms.
11. FORCE MAJEURE
11.1 The Company shall not be liable for any breach of these Terms resulting from a Force Majeure Event.
11.2 If the Company considers that a Force Majeure Event has occurred and is unable to perform its obligations as a result of a Force Majeure Event, it will promptly notify the Customer of that fact and may suspend its obligations under the Terms. Any suspension of performance by the Company under this clause 11 will be limited to the period during which the relevant event continues.
11.3 Where the Company’s obligations have been suspended pursuant to clause 11.2 for a period of 30 consecutive calendar days or more, the Company may elect not to proceed with the supply of Goods or Services to the Customer and any other obligations of the Company under these Terms by giving written notice to the Customer.
11.4 In the event of an election by the Company not to proceed pursuant to clause 11.3, the Company will refund the amount that the Customer has paid to the Company for the Goods or Services as at the date of election, less any amounts as may be required to cover the Company’s reasonable costs and expenses.
12. PRIVACY ACT
12.1 Each party agrees to comply with its obligations under the Privacy Act 2020, and any other applicable privacy or data protection laws, in relation to any personal information that is collected, used, stored or disclosed under these Terms.
12.2 Where the Customer discloses to the Company personal information about any individual, the Customer must ensure that the individual is aware that the Company is collecting their personal information, as required by the Privacy Act 2020 (including ensuring the individual is aware of all the matters contained in IPP 3A). The Customer indemnifies the Company against any loss or liability arising from a breach of this clause.
12.3 Where the Customer is a natural person (“Individual”), the Customer acknowledges and agrees that their personal information may be collected and used by the Company in accordance with the Company’s Privacy Policy as attached to these Terms.
13. PERSONAL PROPERTY SECURITIES ACT 1999 (‘PPSA’)
13.1 The Customer grants to the Company a purchase money security interest in the Goods and their proceeds as security for any amounts due and owing by the Customer to the Company. The Goods subject to the security interest will be the Goods described in any:
(a) Quote given by the Company to the Customer;
(b) Contract between the Company and the Customer;
(c) Purchase order or any other order for Goods from the Customer; or
(d) Dispatch order, invoice, statement or remittance advice given by the Company to the Customer.
13.2 These Terms constitute a security agreement for the purposes of the PPSA and the Customer grants the Company the authority to register a financing statement in the form required by the Company. The Customer indemnifies the Company from and against all the Company’s reasonable costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Company’s rights under these Terms.
13.3 At the Company’s request, the Customer will promptly execute any documents and do anything else required by the Company to ensure that any security interest created constitutes a perfected security interest over all Goods supplied by the Company until all and any amounts owing by the Customer have been paid in full. This obligation extends to providing the information required by the Company to enable the Company to complete and register a financing statement or financing change statement. The Customer undertakes to give the Company not less than 14 calendar days’ prior written notice of any proposed change to the Customer’s name or details.
13.4 The Customer will not, without the Company’s prior written consent, allow any person (including the Customer) to file a financing statement over any Goods supplied by the Company to the Customer.
13.5 If the Customer sells the Goods prior to payment to the Company, the Customer undertakes to pay the proceeds derived from the sale into a separate bank account for the benefit and as trustee for the Company so that those proceeds remain identifiable in connection with that sale of the Goods.
13.6 To the extent permitted by the PPSA, the Customer waives its right to receive a copy of a verification statement in respect of any financing statement or financing change statement registered by the Company. Sections 114(1)(a), 133 and 134 of the PPSA will not apply and the Customer waives its rights under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 148 of the PPSA.
13.7 Any breach by the Customer of these Terms will constitute a default for the purposes of the PPSA. Without prejudice to the Company’s other rights and remedies, the Customer irrevocably grants to the Company the right and licence to enter the Customer’s premises, without notice and without any liability whatsoever to the Customer or any person or company claiming through the Customer, in order to repossess the Goods.
13.8 In this clause 13, the terms “security interest”, “purchase money security interest”, “perfect”, “proceeds”, “financing statement” and “financing change statement” have the meanings given to them in the PPSA.
14. INTELLECTUAL PROPERTY
14.1 Any sale of the Goods or provision of Services will not operate so as to transfer or vest in the Customer any intellectual property. All intellectual property rights in respect of the Goods remain the Company’s or the applicable manufacturer’s property and the Customer may not use, reverse engineer, interfere with or alter the intellectual property in any way.
14.2 For the purposes of this clause 14, “intellectual property” includes without limitation any trade marks (including logos), designs, images, patents, drawings or specifications, marketing materials, technical documentation, domain names, copyright, rights in computer software, databases and lists, confidential information, know-how and trade secrets and manuals, whether registered or unregistered.
15. TERMINATION
15.1 Either party may terminate the agreement for supply of Goods or Services by the Company with immediate effect if the other party:
(a) Is in material breach of these Terms and does not, or is unable to, remedy the breach within 10 Business Days of receiving notice from the other party of the relevant breach; or
(b) Becomes insolvent, fails to pay its debts as they fall due, ceases to carry on business, a resolution is passed or proceedings have commenced to have the party wound up, or a receiver, statutory manager, liquidator or any other administrator is appointed in respect of that party or any of its assets.
15.2 In the event of termination pursuant to clause 15.1 by the Company, the Customer shall immediately pay the Company all amounts due and owing by the Customer to the Company.
15.3 Termination shall not prejudice or affect the accrued rights or claims of either party. Any provision of these Terms which by its nature is intended to survive termination or expiry will continue in full force and effect notwithstanding termination.
16. DISPUTE RESOLUTION
16.1 If any dispute arises in connection with the Goods, Services, or these Terms, directors or other senior representatives of the parties or individuals with authority to settle the dispute will, within 5 Business Days of a written request from one party to the other, meet in a good faith effort to resolve the dispute. If the dispute is not resolved at that meeting, the parties will attempt to settle it by mediation. To initiate the mediation a party must give notice in writing ("ADR notice") to the other party to the dispute requesting mediation. The mediation will start not later than 20 Business Days after the date of the ADR notice. No party may commence any court proceedings in relation to any dispute arising out of the supply of Goods or Services by the Company under these Terms until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation. Nothing in this clause will prevent a party from obtaining urgent interlocutory relief in respect of a breach or suspected breach of these Terms.
17. GENERAL
17.1 The supply of Goods and Services by the Company under these Terms shall be governed by and construed in accordance with the laws of New Zealand and the parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand.
17.2 An accepted Quote and signed credit application form (if applicable), together with these Terms, sets out the entire agreement and understanding between the parties and supersede all prior discussions between them. No party will be bound by any conditions, warranties or representations except as expressly provided in an accepted Quote, signed credit application form (if applicable), and these Terms. If there is any inconsistency between the Quote, credit application form or these Terms, the Terms prevail. No customer document or terms varies or excludes the agreement between the parties, the Quote, any credit application form or these Terms.
17.3 Any waiver, delay or failure to execute any rights by the Company shall not be deemed a waiver of that right or any further or other right of the Company. No waiver is effective unless it is in writing.
17.4 If any provision of these Terms is declared or adjudged to be invalid, void or unenforceable, such provision shall be severable and deemed deleted from these Terms and shall not affect the validity, existence, legality or enforceability of the remaining provisions.
17.5 Except as permitted under the Warranty, the Customer must not assign its rights and obligations under an accepted Quote or these Terms without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned). The Company may assign its rights and obligations under an accepted Quote and these Terms at any time without the prior written consent of the Customer.
17.6 Where the Goods and Services provided constitute a Construction Contract for the purposes of the Construction Contracts Act 2002 (Act), the provisions set out in Schedule 1 apply in addition to these Terms.
18. NOTICES
18.1 Each notice or other communication under these Terms is to be made in writing and delivered by personal delivery or by email. A communication will be deemed to be received:
(a) in the case of personal delivery, when delivered; and
(b) in the case of email, upon delivery to the recipient’s last known email address, provided that no notification of failed delivery has been received by the sender, provided that any notice given after 5:00pm or on a day which is not a Business Day shall be deemed to be given at 9:00am on the next Business Day.
19. AMENDMENT TO TERMS
19.1 Subject to this clause 19, the Company reserves the right to update or change its Terms at any time.
19.2 The Company will notify the Customer of any amendment to the Terms in writing at least 10 Business Days before the amendment takes effect. If the Customer requests that the Company to provide any new or additional Goods or Services after the amended Terms take effect, the Customer is deemed to have agreed to the amended Terms. Any existing accepted engagement for Goods or Services will continue on the Terms in force at acceptance unless the parties agree otherwise.
20. DEFINITIONS
The following definitions apply throughout these Terms:
Address means the address provided by the Customer to the Company and included in the Quote for the purposes of the delivery of the Goods or for the purposes of the Services unless agreed otherwise in writing.
Business Day means a weekday (Monday to Friday) excluding any New Zealand public holidays observed in the Auckland Region.
Company means Vantage North Shore Limited (company number 1533324).
Consents means all licencing, statutory and/or regulatory consents, approvals and compliance certificates (for example, building consent or resource consent) required for the purposes of the Services and in relation to the Goods.
Customer means any person purchasing Goods from the Company or engaging the Company to provide Services, which includes but is not limited to:
(a) a person purchasing the Goods or utilising the Services as a consumer or assisting another consumer; or
(b) a trader, builder, or person in trade purchasing the Goods or utilising the Services for the purposes of their business or trade with an end user.
Force Majeure Event means an exceptional event or circumstance:
(a) which is beyond the Company’s control;
(b) which the Company could not have reasonably provided against before providing a Quote to the Customer;
(c) which, having arisen, the Company could not reasonably have avoided or overcome; and
(d) which is not substantially attributable to the Customer.
A Force Majeure Event may include, but is not limited to, exceptional events or circumstances of the kind listed below, so long as the conditions listed in (a) to (d) above are satisfied:
(a) war, hostilities (whether war be declared or not), invasion, act of foreign enemies;
(b) rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war;
(c) riot, commotion, disorder, strike or lockout by persons other than where caused or contributed to by the Company;
(d) munitions of war, explosive materials, ionising radiation or contamination by radioactivity; and
(e) natural catastrophes such as earthquake, hurricane, typhoon or volcanic activity.
Goods means all window or door related products supplied by the Company.
Services means the installation services provided by the Company of Goods supplied by the Company at the Address.
Quote means a document provided by the Company to the Customer setting out a description of the Goods or Services, the estimated price for those Goods or Services, and any related information.
Terms means these Terms and Conditions of Trade.
Warranty means the warranty terms published on the Vantage website at https://www.vantage.co.nz/terms and https://www.vantage.co.nz/warranty, as amended from time to time.
SCHEDULE 1 — CONSTRUCTION CONTRACTS ACT 2002
This Schedule applies only where the relevant contract is a Construction Contract for the purposes of the Act. In the event of any inconsistency between this Schedule and the other provisions of the Terms in respect of a Construction Contract, this Schedule prevails, but the Act and other mandatory law prevail over both.
- 1. DEFINITIONS
Act means the Construction Contracts Act 2002, including any amendment, replacement and regulations made under it.
CCA Working Day means a working day as defined in the Act.
Construction Work has the meaning given to that term in the Act.
- 2. ADDITIONAL PROVISIONS
2.1 Application and contract classification: Each Quote will identify whether the relevant contract is supply-only or supply-and-install. A supply-only arrangement is generally outside the Act, while a supply-and-install arrangement may be covered to the extent it includes Construction Work. The statutory test, not the description in the Quote, determines whether the Act applies.
2.2 Agreed payment stages and due dates: For the purposes of section 14 of the Act, the parties agree that the applicable Quote sets out the payment stages, valuation dates and due dates. The Company may issue a GST invoice, a payment claim under the Act or a document that is both. The claimed amount, or any scheduled amount properly stated in a compliant payment schedule, must be paid by the applicable due date. If no valid contractual due date applies, payment is due on the statutory default due date, being 20 CCA Working Days after service of the payment claim.
2.3 Payment schedules: In response to a payment claim served by the Company, the Customer must, within any period specified in the applicable Quote or, if no period is specified, within 20 CCA Working Days after the payment claim is served, either pay the claimed amount in full by the due date or serve a compliant payment schedule on the Company in accordance with the Act.
2.4 Consequences of no payment schedule or non-payment: Time for payment is of the essence. If the Customer fails to pay the claimed amount in full or fails to serve a compliant payment schedule within the required time, the full claimed amount becomes a debt due and payable to the Company by the due date and may be recovered as a debt. If the Customer serves a compliant payment schedule but fails to pay the scheduled amount when due, the scheduled amount becomes a debt due and payable. In either case, and in the case of any unpaid adjudicated amount, the Company may exercise all rights available under the Act and at law, including debt recovery, adjudication, enforcement of an adjudicator’s determination, suspension of Construction Work and recovery of its actual and reasonable recovery costs to the extent available by law. To the maximum extent permitted by law, all payments must be made without delay, counterclaim, abatement, deduction or set-off, including where the Act excludes those matters in statutory debt recovery proceedings, but nothing in this provision excludes any mandatory statutory right.
2.5 Retention money: No retention may be withheld unless expressly agreed in the applicable Quote.
2.6 Statutory suspension: Any suspension of Construction Work under the Act must be effected strictly in accordance with the Act’s notice and timing requirements, including any requirement to give at least 5 CCA Working Days’ notice. A statutory suspension is not a breach by the Company, does not entitle the Customer to cancel the Construction Contract and entitles the Company to any extension of time and recovery of reasonable costs and expenses available under the Act.
2.7 Adjudication, other statutory remedies and service: Despite anything else in the Terms, negotiation, mediation or any restriction on court proceedings is not a condition precedent to, and does not delay or prevent, the Company issuing or enforcing a payment claim, referring any matter to adjudication under the Act, recovering any statutory debt, enforcing an adjudicator’s determination, suspending Construction Work, seeking urgent relief or exercising any other immediate right or remedy under the Act. The Company may take any of those steps at any time, whether or not negotiation or mediation has commenced or concluded. A payment claim, payment schedule, adjudication notice, suspension notice or other document under the Act may be served by any method permitted under the Act.
PRIVACY POLICY
VANTAGE NORTH SHORE LIMITED
1. The Individual acknowledges that the Company may:
(a) Collect personal information about the Individual from the Individual directly or from third parties as set out in these Terms, and such personal information may include contact information (including name, occupation, address, phone number and email address), financial information (including payment information, bank or credit card details and credit history), transaction information (including product and purchase orders), account details and any communications with you;
(b) Collect, retain and use such information about that Individual as the Company may require for the purposes of:
i. Carrying out credit checks (including any overdue fines balance information held by the Ministry of Justice), assessing the Customer’s creditworthiness or responding to any credit enquiry about the Customer;
ii. Processing, creating and otherwise administering an account;
iii. Supplying the Goods or Services to the Customer;
iv. Dealing with requests, enquiries or complaints and other customer care related activities and all other general administrative and business purposes;
v. Marketing any products or services to the Customer and carrying out market and product analysis and research, subject to the Individual’s right to opt out of receiving marketing communications at any time by contacting the Company;
vi. Enforcing the Company’s rights under these Terms;
vii. Carrying out any activity in connection with any legal, governmental or regulatory requirements that the Company is subject to or in connection with legal proceedings, crime or fraud prevention, detection or prosecution; and
viii. Any other purpose as consented to by that Individual in writing from time to time;
(collectively referred to as the “Purposes”).
(c) Require any person or entity to provide the Company with such information as the Company may require about that Individual for the Purposes;
(d) Collect and disclose information about that Individual as required for the Purposes, or as otherwise authorised by that Individual, including to:
i. Third parties who provide products or services related to the Goods or Services that the Company provides;
ii. Credit reference agencies;
iii. Third parties to whom the Company may be required to disclose information by reason of legal, governmental or regulatory authority or where the Company believes in good faith that disclosure is necessary to protect or enforce the Company’s rights or the rights, property or safety of others;
iv. 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;
v. Trusted third parties to provide services or perform functions on the Company’s behalf; and
vi. To any other third party where that Individual has given their express consent for the Company to do so.
2. In addition to the above, the Company shall be entitled to collect, use and disclose information about an Individual in accordance with any applicable New Zealand privacy legislation.3. An Individual is entitled to request access to and correction of any such information held about them by the Company. The Individual may contact the Company at sales@vantagewindows.co.nz.
4. The Company will maintain reasonable security safeguards to protect an Individual’s information and take reasonable steps to ensure that the Individual’s information is not disclosed to an unauthorised person or entity.
5. The Company will retain an Individual’s information for so long as is reasonably necessary to fulfil the Purposes for which it was collected, including for the purposes of satisfying any legal, regulatory, tax or accounting requirements.
6. If an Individual fails to provide any information that is reasonably requested by the Company, that Individual acknowledges that the Company may not be able to provide the Goods or Services to the Customer.
7. Any information about an Individual that is collected by the Company will be held by the Company. The Company’s address is c/ - Findex, Level 17, 88 Shortland Street, Auckland Central, Auckland, 1010, New Zealand.
