The following terms shall be incorporated into each contract entered into between the Customer and Urban Building Products Ltd (UBP) for the supply of Goods, except to the extent expressly varied by signed agreement in writing between them.
1.1 The price shall be increased by:
(a) the amount of any GST and other taxes and duties which may be applicable; and
(b) the amount of any increase in the cost of any items (including any change in currency exchange rates) affecting the cost of supply, production and / or delivery of the Goods prior to the date of Delivery
1.2 A contract is created and the Customer is bound to pay the price when UBP accepts the Customer's order in writing subject to clause 3.2, each accepted order shall constitute a separate contract. A quotation/estimate does not create a binding contract until the Customer places an order that is then accepted by UBP
1.3 Any estimates supplied to the Customer by UBP are based on information supplied by the Customer, unless otherwise specified are valid for 90 days from the date of issue and may be subject to such further conditions as are expressly set out in the estimate or pricing. The Customer acknowledges that they are responsible for the amount of Goods ordered (whether on an estimate or not) and any incorrect orders are subject to clause 10 of these Terms.
1.4 UBP reserves the right at any time to alter any price lists and any such alterations to any price list shall be effective from the date specified by UBP and shall apply to all orders accepted by UBP on or after that date.
1.5 Shipping / Courier Costs on this website are a guideline only. Due to the nature of our Goods, UBP reserves the right to reassess the cost of Freight depending on the number or weight of goods required.
1.6 All prices on this website are in New Zealand Dollars unless otherwise specified.
2.1 Payment for online orders is required prior to despatch of product unless the Customer has an account with UBP by way of a Credit Application Signed by Both Parties, in which case Payment is due by the 20th of the month following the date of Invoice.
2.2 UBP my impose a credit limit on the Customer's account and alter the credit limit without notice. Where the credit limit is exceeded, UBP may refuse to supply Goods to the Customer.
2.3 The Customer may not withhold payment or make any deductions from or set off any amount against any amount owing without UBPs prior written consent.
2.4 Any disputes or credit requests by the Customer relating to an invoice issued by UBP for Goods supplied must be received in writing within 30 days from the date of invoice.
2.5 Any loyalty or volume discount applied to the Customer's invoice is valid only if payment is made by due date, and UBP reserves the right to remove this discount after having notified the Customer of such action and payment not being received in full, within 5 business days of this notification.
3.1 Delivery shall be made either:
(a) at the premises of UBP when the goods are made available for despatch; or
(b) couriered by the best possible means to the address stipulated on the purchase order form or in writing by way of an email
If UBP arranges transportation, storage or insurance of the Goods for the Customer, UBP does this as the Customer's Agent. Any liability or cost incurred by UBP in providing these services shall form part of the amount owing and shall be paid immediately by the Customer to UBP upon a claim being made.
3.2 UBP may deliver the Goods by instalments. Each instalment shall be treated as a separate contract subject to these Terms. Failure to fully deliver any instalment of the Goods shall not entitle the Customer to cancel any contract relating to any other instalment of the Goods.
3.3 Any time stated for delivery is an estimate only. Other than liability that cannot be excluded by law, UBP is not liable for any delay in delivery.
3.4 If a customer chooses the incorrect Delivery Method on their Order, UBP reserves the right to alter the amount prior to despatching the order but will do so only with the approval of the customer.
4. RISK AND SECURITY
4.1 Risk of any loss, damage or deterioration of or to the Goods passes to the Customer on delivery
4.2 As security for all the Customer's obligations under these Terms, the Customer grants to UBP a Security Interest in all the Goods UBP agrees to sell to the Customer under any contract, together with the Proceeds of such Goods, as security for payment of the Amount Owing and for the performance from time to time of the Customer's other obligations to UBP under the relevant contract, and such security shall continue until all sums owing by the Customer to UBP in respect of any Goods supplied have been paid in full.
4.3 Subject to clause 4.2 and the provisions of this clause 4, legal and equitable ownership of the Goods remains with UBP and does not pass to the Customer until the Customer pays the Amount Owing and any other monies owing by the Customer to UBP from time to time (whether in relation to any contract entered into under these Terms or on any other account whatsoever).
4.4 While legal or equitable ownership of the Goods remains with UBP, UBP retains the right to enter the premises or land where the Goods are held or stored and sever and remove them, as agent for the Customer, without being liable or responsible for any damage caused in doing so.
4.5 In the event that the Goods become fixtures incorporated into any realty, UBP retains an equitable interest in the land.
4.6 The security interest created by these Terms is not discharged nor the Customer's obligation affected by the administration, insolvency, receivership or liquidation of the Customer.
5. WARRANTIES AND LIABILITIES
5.1 The only warranties or producer statements agreed to by UBP relating to the Goods are those confirmed by UBP in writing
5.2 Except as set out in this clause 5.2, the Customer is not entitled to return the Goods for any reason. The Goods will be deemed accepted unless the Customer notifies UBP in writing of any defects, errors or discrepancies within seven days following Delivery, provided UBP is able to inspect the Goods to confirm the defect, error or discrepancy. For Goods that the Customer is entitled to reject in accordance with this clause, UBP's liability is limited to either repairing or replacing the Goods, or refunding the price of the Goods, provided that UBP will not be liable for Goods that have been tampered with or modified without the approval of UBP or which have not been stored in a proper manner.
5.3 Except for the warranties referred to in clause 5.1, but subject to clause 5.6, to the maximum extent permitted by law, UBP expressly excludes all other conditions, warranties, guarantees, descriptions, representations, conditions as to fitness or suitability or fitness for any purpose, tolerance to any conditions, merchantability, appearance, safety, durability or otherwise (whether of a like nature or not) and whether express or implied by law, trade custom or otherwise.
5.4 Notwithstanding any other provision of these Terms, other than clause 5.6, under no circumstances shall UBP be liable to the Customer or any other person (whether in contract, tort, including negligence, statute or otherwise) for any:
(a) loss of profits;
(b) consequential loss or damage;
(c) indirect loss or damage; or
(d) special loss or damage of any kind.
5.5 To the maximum extent permitted by law, UBP's total liability (whether in contract, statute, tort, including negligence or otherwise howsoever arising) for any Claim by the Customer, its agents, employees or subcontractors, or any other person, relating to or arising from the supply of Goods or any quotation or estimate given shall not exceed the price of the Goods to which the Claim relates.
5.6 If the Goods are acquired by the Customer for business purposes, the Consumer Guarantees Act 1993 does not apply to the sale of those goods and the parties agree that sections 9, 12A, 13 and 14 of the Fair Trading Act 1986 do not apply. Nothing in these Terms is intended to contract out the provisions of the Consumer Guarantees Act 1993 or the Fair Trading Act 1986, except to the extent permitted by those Acts.
6. INSTALLATION SERVICES
6.1 Where UBP has agreed to perform installation Services, the Customer shall provide UBP, its employees, agents and subcontractors with suitable access to the premises in all weather conditions during normal working hours for any vehicles and equipment that UBP may need for the installation, together with electricity and any other amenities reasonable required to perform such Services.
6.2 The Customer shall ensure that the premises:
(a) comply with all applicable laws (including those relevant to the health and safety of UBPs' installation personnel); and
(b) are in a state ready for the installation Services and are structurally sound (including the foundations)
6.3 The Customer acknowledges and agrees that the Customer is responsible for:
(a) obtaining at its own cost, any necessary permits, licences, consents or approvals (including any building consents)
(b) accepting the installation of the Goods prior to any claddings or linings being installed (if applicable) or prior to any other work being performed that may restrict access to the installed Goods
(c) ensuring that any other trades people carrying out works in connection with the Goods that the Customer is responsible for are appropriately qualified and perform such works in accordance with all applicable laws and industry standards;
(d) ensuring that any other trades people that the Customer is responsible for at the premises co-operate with UBP; and
(e) providing safe and secure on-site storage for materials and equipment that UBP will use in providing the installation Services.
6.4 Where the Customer requests that UBP engage an independent subcontractor to carry out installation services ("Customer Subcontractor"), the Customer acknowledges and agrees:
(a) that the Customer appoints UBP as the Customer's agent to enter into a contract with the Customer Subcontractor for the installation services on such terms as UBP deems appropriate;
(b) that such installation services are not considered "Services";
(c) that the Customer is responsible for accepting the quality of the installation services and UBP has no liability (whether in contract, statute, tort or otherwise howsoever arising) for the installation services performed by the Customer Subcontractor;
(d) that the Customer will fully reimburse UBP for the costs of the Customer Subcontractor and UBP is entitled to charge the Customer a handling fee for enabling the Customer to use the Customer's UBP account for billing purposes to pay the Customer Subcontractor; and
(e) to indemnify UBP against any loss, cost or liability suffered or incurred by UBP in respect of any Claim by a third party made against UBP arising out of its agency appointed under this clause.
7. CUSTOMER INDEMNITY
The Customer agrees to indemnify UBP from and against any loss, cost or liability suffered or incurred by UBP in respect of any Claim made against UBP to the extent caused or contributed to by the Customer (or any person the Customer is responsible for).
8.1 If the Customer does not pay the Amount Owing by the due date:
(a) UBP may charge and the Customer must pay, default interest at the rate of 2.5% per month calculated daily on the Amount Owing from the due date until payment is received in full (both prior to and following any judgement obtained), and
(b) any rebates or discounts may be cancelled (whether or not previously credited)
8.2 If an Event of Default occurs:
(a) UBP may suspend or terminate any contract, and
(b) any Amount Owing shall immediately become due and payable notwithstanding the due date for payment has not arisen, and
(c) UBP is entitled to recover from the Customer all costs that UBP may reasonable incur in attempting to collect the Amount Owing (including actual legal costs and expenses and costs of collection) and any other moneys owing by the Customer to UBP from time to time, whether in relation to any contract or on any other account whatsoever.
9.1 The Customer understands that UBP may ask for personal information about the Customer so as to use credit reporting services to assess the creditworthiness of the Customer from time to time. The Customer acknowledges that:
(a) Credit Reporting Agencies will give UBP information about the Customer for that purpose
(b) UBP may give the Customer's personal information to the Credit Reporting Agencies and those agencies may hold that information on their systems and use it to provide credit reporting services
(c) when other users of the Credit Reporting Agencies use those agencies' services, the agency may give the information to those users;
(d) UBP may use credit reporting services in the future for purposes related to the provision of credit to the Customer. This may include using a Credit Reporting Agency's monitoring services to receive updates if any of the information about the Customer changes; and
(e) If an Event of Default occurs, information about that Event of Default may be given to a Credit Reporting Agency and the Credit Reporting Agency may give information about the Event of Default to other users of the credit reporting services.
9.2 The Customer understands that UBP may collect personal information to provide them with Goods, Services and Information and to notify the Customer about new products and services. This information is collected when:
(a) the Customer discloses information on the UBP website when ordering Goods and Services;
(b) the Customer emails UBP for information
(c) the Customer fills out a Credit Application
9.3 Except as set out in clause 8.1, UBP will not sell, publish or give away your personal information to others unless required by law
10. PRODUCT RETURNS
10.1 UBP, at its absolute discretion may allow the Customer to return new Goods if the Goods and Packaging remain in a re-saleable condition. UBP reserves the right to charge a return fee of 10% of the price of such Goods with a minimum return fee of $40.
10.2 All goods returned due to Cancellation or Incorrectly Ordered with be returned at the Customers Expense and subject to the Return Fee as stated in Clause 10.1
10.3 Products that are "made to order", have a "No Return" policy attached to them.
11 EXPORT CONDITIONS
11.1 The cost of Export outside of New Zealand will be by negotiation between Customer and UBP. UBP will not be liable for any import fees, taxes or duty at the Port of Delivery.
12. ENTIRE AGREEMENT AND NO RELIANCE
12.1 These Terms (together with any documents expressly referred to in these Terms) contain the entire agreement and understanding between the parties and supersede all prior agreements, arrangements and understandings (both oral and written) between the parties relating to the subject matter of these Terms. No other terms contained in any order or document submitted by the Customer (whether in writing, verbally or by Electronic Data Interchange (EDI) or any other arrangement between the parties, shall apply unless otherwise expressly agreed in writing by the parties.
12.2 The Customer acknowledges and agrees that the Customer:
(a) does not purchase the Goods on the basis of, and does not rely upon, any statement or representation (whether negligent or innocent) or warranty made or given by UBP, except as expressly set out in these Terms or confirmed in writing and
(b) shall be responsible for ensuring that all and any instructions, recommended uses, applications and installation methods are followed for the Goods and any cautions and/or warnings observed.
If UBP exercises or fails to exercise any right or remedy available to it, this shall not prejudice UBPs rights in exercising that or any other right or remedy unless expressly waived by UBP in writing.
14. REVIEW OF TERMS
UBP reserves the right to review and amend any of these Terms at any time. Any change will take effect on orders placed after the date on which UBP publishes the revised Terms on the UBP website (www.urbanbuildingproducts.com) except where the amended Term is found by any court or administrative body of competent jurisdiction, or otherwise considered by UBP to be invalid, unenforceable or illegal (whether as between the parties to these Terms or in relation to any third party) in which case the last previously valid, enforceable or legal Term shall continue to apply.
15.1 "Amount Owing" means the price charged by UBP for the Goods, together with any other sums which UBP is entitled to charge under these Terms that remain unpaid
15.2 "UBP" means Urban Building Products Ltd
(a) means any demand or assertion of right to compensation or other legal or equitable remedy (whether in contract, tort, including negligence, statute or otherwise) arising out of or relating to the supply of Goods;
(b) includes any proceeding in any tribunal, court or other forum arising out of or relating to the supply of Goods
15.4 "Credit Reporting Agency" means any credit reporting agency engaged by UBP
15.5 "Customer" means the person purchasing the Goods from UBP pursuant to these Terms, including that person's successors and permitted assigns.
15.6 "Customer Subcontractor" has the meaning given in clause 6.4 of these Terms
15.7 "Delivery" means delivery of the Goods in accordance with clause 3 of these Terms
15.8 An "Event of Default" means an event where:
(a) the Customer fails to comply with these Terms or any other contract with UBP, and does not remedy that failure within 5 working days of receiving notice from UBP advising them of the failure; or
(b) the Customer commits an act of bankruptcy; or
(c) the Customer enters into any composition or arrangement with its creditors; or
(d) if the Customer is a company:
(i) the Customer does anything which would make it liable to be put into liquidation, or
(ii) a resolution is passed or an application is made for the liquidation of the Customer; or
(iii) a receiver or statutory or official manager is appointed over all or any of the Customer's assets or the Customer, its board or shareholders is considering appointing an administrator or liquidator; or
(iv) an administrator is appointed to the Customer;
(v) if anything analogous to or having similar effect to any of the other events arises.
15.9 "Goods" means all goods ordered by the Customer and supplied by UBP under these Terms (as detailed on each invoice issued to the Customer)
15.10 "Person" includes a corporation, association, firm, company, partnership or individual
15.11 "Price" means the purchase price of the Goods and any costs payable by the Customer under clauses 1 and 3.1 of these Terms.
15.12 "Services" means any services performed by UBP (its employees, agents or subcontractors) as part of supplying the Goods, including the installation of any Goods.
15.13 "Terms" means these UBP standard terms and conditions of sale.