Terms and Conditions


As at 1 June 2018

1.1  These terms and conditions apply to glass and other goods sold (“the goods”) or services supplied by RIZZARE LIMITED or any subsidiary of it (“the Seller”) to the purchaser or recipient of such goods or services (“the Buyer”) unless the company has agreed to vary them at the time of order.

1.2  These terms and conditions constitute the entire agreement between the parties and prevails over all other communications between the parties be they oral or written, previous or contemporaneous unless otherwise expressly agreed in writing and signed by or on behalf of the Seller.

2.1  All quotations remain valid for 30 days from the quotation date unless otherwise specified and are subject to confirmation at the time of receipt. Acceptance, in writing howsoever delivered is deemed to constitute acceptance of these terms and conditions.

2.2  Quotations costed from sketches, plans, schedules or specifications provided by the Buyer are subject to the accuracy of the information provided. The Seller will not be held liable for inaccuracies of quantity, dimension, material or position actually required or used exceeding the quotation.

2.3  Any extra beyond that specified, or any reduction may be re-quoted. In the event of a price not being agreed upon for extra variations prior to execution the same shall be to the Buyer at the normal rates in force by the Seller at the time of performance of the work.

3.1 The Seller of the goods or services may require a deposit of the contract price to be paid by the Buyer prior to commencement. The Seller at its sole discretion will determine the sum of the deposit required.

4.1  The price of the goods and/or services shall be that prevailing at the date of quotation but are subject to variations, extras, deletions, increase or decrease in material costs, supply, production, delivery and applicable taxes incurred arising between the date of quotation and the date of delivery.

4.2  All prices are current at the time of printing but are subject to alteration without notice. Any variation in price will be to the Buyer’s account and the contract price will be adjusted according to the amount of the variation.

4.3  Payment from the Buyer for all goods shall be made without deduction on the 20th of the month following the date of installation/ delivery of the goods. An account is not deemed paid until funds from any bill of exchange have been irrevocably cleared into the Seller’s bank account.

4.4  All prices quoted exclude Goods and Services Tax.

4.5  Without prejudice to the Seller’s rights under clause 16.2 if full payment is not made by the due date, then:
(i)  The Buyer shall pay penalty interest charged at a rate of 2% per month, calculated daily, until payment is received in full.
(ii)  The Seller may limit and/or withdraw any credit facility at any time while any overdue amount owing remains unpaid.
(iii)  The Seller reserves the right to add all costs of collection and expenses incurred in recovering from the Buyer any overdue account.

4.6  If the Buyer fails to give on or before the delivery date, all instructions reasonably required by the Seller for delivering the goods, or shall otherwise cause or request a delay in the delivering of such goods, the Buyer shall pay to the Seller all costs and expenses incurred by the Seller through such delays.

5.1  The Seller shall have no liability for delays or faults in delivery or transportation costs incurred, except where agreed in writing. Any delayed delivery shall not invalidate the contract or subject the Seller to any penalty.

5.2  The Buyer shall provide suitable access for unloading and appropriate labour or mechanical means to unload the goods. All costs and charges shall be to the Buyer therein.

5.3  Risk of any loss, shortage, damage, theft or deterioration to the goods shall be borne by the Buyer from the time of delivery of the goods set out in clause 5.4.

5.4  Unless otherwise agreed, delivery shall be deemed to have taken place on the earlier of:
(i)  The physical delivery of the goods to the Buyer at the Seller’s premises; or

(ii)  The physical delivery by the Seller of the goods to the Buyer’s nominated premises.

5.5  Signature of any delivery note by any agent, employee or representative of the Buyer or where delivery is to any independent carrier, by such carrier or its agent, shall be conclusive proof of delivery.

6.1  Unsuitable, faulty or wrongly supplied goods must be returned within 7 days of the date of invoice, for replacement, repair or credit, stating invoice number.

6.2  All goods correctly supplied as ordered returned for credit unmarked and undamaged will be subject to a 10% minimum handling charge to cover administration costs plus freight, tolls, etc. The Buyer will be responsible for the costs of returning the product, including but not limited to disassembly, alteration and transport to the Seller or from such depot as were originally obtained.

7.1  Legal and beneficial ownership of any and all goods shall remain with the Seller until such time as the Buyer has paid the purchase price for the goods together with all other monies payable by the Buyer to the Seller on any account in full.

7.2  Notwithstanding the retention of ownership, the Buyer may sell the goods under a bona fide transaction in the ordinary course of business subject to the following provisions:
(i)  The Buyer shall ensure that the goods are readily identifiable as the property of the Seller.
(ii)  The Buyer shall account to the Seller for all proceeds delivered from such sale as bailee in a fiduciary relationship with the Seller clearly identifying them as the property of the Seller

7.3  The Buyer irrevocably authorises the Seller without prejudice to any of its other rights, unimpeded access to enter upon any premises where the goods may be located in order to retake possession without incurring any liability arising from any act of trespass. Any diminution in value shall be payable to the Seller following subsequent sale.

7.4  Where the goods are incorporated with or fixed to any property owned by the Buyer or other third party, such incorporation shall be deemed owned in common by the Buyer and Seller in such shares as the value of the goods and the value of the property into which such goods have been incorporated. Accordingly, this contract shall create an equitable interest entitling the Seller to protect such interest by way of any legal mechanism including caveating of title.

8.1  The provisions of the Consumer Guarantees Act 1993 shall not apply to the supply of goods and/or services by the Seller to the Buyer who acquires, or holds himself or herself out as acquiring the goods or services for the purpose of a business. Nothing in these terms is intended to have the effect of contracting out of the provisions of the Consumer Guarantees Act 1993 except to the extent permitted by that Act.

8.2  If the Buyer re-supplies the goods in trade, then in respect of the supplies by the Buyer to its customers the Buyer shall:
(i)  Ensure its Customers are notified at or before the time goods are supplied, that the Seller does not undertake that repair facilities and/or parts will be available for the goods beyond the duration of any standard product warranty, which is supplied with the goods;
(ii)  Contract out of the provisions of the Consumer Guarantees Act 1993 where its customers are consumers who acquire the goods for the purposes of a business;
(iii) List all known defects in the goods:
(a) On a notice displayed with the goods; and
(b) On any sales agreement,docket,
(iv) Not take any steps to conceal any defects in the goods from its customers;
(v) Not make any representation concerning the description of the goods if it does not correspond with the actual description and specification of the goods;

8.3 The Buyer hereby indemnifies the Seller and shall keep the Seller indemnified from and against all losses, costs, penalties, liabilities or expenses suffered or incurred by the Seller as a result of or arising out of the Buyer’s breach or attempted breach of the provisions of clause 8.2.

8.4 To the extent permitted by law the Seller shall have no liability for any costs, damage or loss, (including direct or consequential loss) caused from the provision of any services, recommendations, acts or omissions of the Seller or its agent or servants, howsoever arising pursuant to these terms and conditions.

8.5 The total liability of the Seller in contract, tort or otherwise arising from any defect, breach, negligence under these terms however arising is expressly to the extent permitted by law limited to the contract price of the goods that are defective.

9.1 The Buyer shall at all times comply with all legal enactments, statutory and regulatory requirements and all recognised codes of practice in respect of the continued installation of the goods and site safety.

10.1 To the extent permitted by law no warranty expressed or implied is given in connection with these services or extended to materials, measurements or specification supplied by the Buyer. The Seller will repair or replace, at its option, free of cost to the Buyer any defective materials or workmanship attributable to the Seller if reported in writing within 24 hours giving reasonable particulars of the event giving rise to such claim, alleged damage or loss.

10.2 Where the goods are subject to an express manufacturers warranty the terms of such shall be deemed to be incorporated herein without creating any privity of contract between the Buyer and such manufacturer to the Seller. Judgment of any claim under such warranty shall be final and binding upon the Seller and Buyer.

11.1 The indemnities or warranties referred to above shall not apply where the damage, injury or loss arises when:
(i)  Service is required as a result of misuse, abuse, neglect, operator error, use of improper supplies or installation; or
(ii)  Where any goods are tampered, interfered, adjusted or worked on by a third party.

12.1 The Seller shall not be liable for failure to perform any term of this contract occasioned directly or indirectly, by any act of God, labour dispute, difficulty in procuring materials, accidents, legislative restrictions or other causes whatsoever (whether similar or not to the forgoing) beyond the Seller’s reasonable control.

13.1 This agreement shall be construed under New Zealand Law and will be subject to the exclusive jurisdiction of the New Zealand courts.

14.1 In the event of any dispute, the undisputed portion of the account shall be payable forthwith without any deduction by way of set off, counterclaim or other legal or equitable claim.

14.2 Disputes unresolved by discussion or alternative medium shall be referred to arbitration in accordance with and subject to the provisions of the Arbitration Act 1996 and its amendments or statutory modifications. Before arbitration the arbitrating party is to:
(i)  Supply and deliver to the other party specifying the matters of issue and details of the particulars of dispute, such list shall be binding and final as to the matters to be put to arbitration; and
(ii)  Continue to perform their respective obligations and duties under these terms and conditions, despite any matter referred to negotiation, mediation or arbitration.

15. PRIVACY ACT (1993)
15.1 The Buyer irrevocably authorises any person or company to provide the Seller with such information as may be required by the Seller in response to credit assessment, debt collection or direct marketing activities. The Buyer further authorises the Seller to furnish to any third party details of any application and any subsequent dealings as a result of any application being actioned by the Seller or by way of payment default.

16.1 If the Buyer wishes to cancel its order and the Seller accepts such cancellation, the Buyer shall be liable to pay the Seller upon demand, the value of all work done, and materials used to the date of cancellation.

16.2 The Seller may, without prejudice to any other right or remedy, suspend or terminate the contract, and all other monies payable by the Buyer to the Seller, shall immediately become due and payable if the Buyer:
(i)  Fails to pay for the goods or services on the due date for payment; or
(ii)  Breaches any term of these Terms and Conditions; or
(iii)  Commits any act of bankruptcy, enters into any composition or arrangement with creditors, commences a liquidation, has a receiver or statutory manager appointed, is insolvent or is in the unfettered opinion of the Seller in any averse financial status in respect of any or all of its assets.

17.1 The Buyer may not assign, sub-let or transfer any rights or obligations implied under these terms and conditions without the prior written consent of the Seller.

18.1 If any part, term or provision of these terms and conditions is found to be unenforceable or rendered to be ineffective by virtue of non-registration, illegality of otherwise, then such provision shall be severed without effecting the validity or enforceability of these terms and conditions.

19.1 The Buyer grants to the Seller a security interest in the goods for the purposes of the PPSA and agrees that such security interest shall remain until all monies due to the Seller on any account have been paid for in full and clear funds in respect of the goods supplied and their sale proceeds.

19.2 The Buyer shall promptly when requested by the Seller execute any documents and do anything required by the Seller to ensure that the security interest created by these terms constitutes a first ranking perfected security interest over the goods and their proceeds of sale including providing any information the Seller may require to complete a financing statement or a financing change statement. The Buyer waives the right to receive a copy of a verification statement under the PPSA.

19.3 The Buyer will pay all of the Seller’s costs in relation to the filing of financing statement or a financing change statement.

19.4 The Seller and the Buyer agree that nothing in sections 114(1)(a), 117(1)(c), 133 and 134 of the PPSA shall apply to these terms.

19.5 The Buyer acknowledges that it has received a copy of these terms and that the terms contained herein constitute a security agreement for the purposes of the PPSA.

19.6 The Buyer undertakes not to register a financing change statement or change demand in respect of the goods without the Seller’s written consent.

19.7 The Buyer shall provide the Seller with not less than 14 days notice of any proposed change in the name of the Buyer and/or other changes of detail, including changes to addresses, facsimile numbers or trading name.