North Harbour Fencing Ltd Terms of Trade
Updated 1 August 2025
These terms of trade (“Terms”) between North Harbour Fencing Ltd (NHF) and the customer (the “Customer”) shall apply to all orders for Goods and Services accepted by NHF from the Customer.
These Terms shall prevail and take precedence over any document or verbal discussions with the Customer.
Where NHF fails to enforce any Terms, NHF will not be deemed to have waived these rights with respect to any Terms, conditions or right.
Quotation and Price
NHF may publish a price list, or shall confirm the price of Goods and Services as a quotation and the Customer shall confirm acceptance in writing. Unless stated otherwise in writing, quotations shall be valid for (30) thirty days and NHF may withdraw any quotation before the Customer’s signed acceptance.
The quoted price may change if the Customer varies or alters the specifications of the quotation or the requirements for the Goods.
Payment
Payment shall be made upon delivery of the Goods and Services except where NHF has agreed to provide credit to the Customer in which case payments shall be made on or before the date specified on the invoice.
The Customer shall make payment of all amounts due to NHF without any delay or deduction whether by way of set-off, counterclaim or otherwise.
Late Payment
NHF may charge the Customer interest on any amounts outstanding on a daily basis at a rate equal to 5% above the New Zealand Official Cash Rate and is payable from the date payment was due until the date NHF receives payment.
NHF’s right to charge interest is without prejudice to NHF’s other rights or remedies for the Customer’s default in failing to pay on the due date, and NHF may suspend performance of any of its obligations and secure any Goods it has supplied in the Customer’s possession until payment is made in full. Any costs relating to recovery of outstanding payment and/or Goods, including debt collection fees will be charged to the Customer.
Description, Delivery and Risk of Goods
NHF warrants that the Goods shall be as described in its quotation or proposal. The Customer agrees that liability for Goods supplied by NHF according to the description of the Goods shall remain with the Customer and the Customer will not hold NHF responsible for any loss whatsoever as a result of a mistake by the Customer that the Goods are not fit for the purpose intended.
Delivery by NHF’s nominated carrier, or delivery from NHF’s premises to the premises of the Customer constitutes delivery.
NHF will make every effort to ensure delivery of Goods within any agreed timeframes, but will not be liable for any loss or damage or consequential loss to the Customer arising from delays in delivery.
Risk in the Goods shall pass to the Customer upon delivery. The Customer agrees to insure the Goods upon delivery and will not hold NHF responsible for any loss or damage that may occur while under the risk of the Customer, transport or both.
Ownership and Title
Retention of Title: Title and ownership of the Goods will remain in NHF, whether in their original form or incorporated in, comingled with or attached to another product, and shall not pass to the Customer until the Customer has paid NHF in full for the Goods in accordance with these Terms.
Proceeds held on Trust: The Customer agrees that where NHF has supplied Goods for the Customer’s use or for resale by the Customer, the Customer shall deal with the proceeds from the sale as fiduciary agent of NHF and shall retain the sale proceeds in a separate trust account (so that are the sale proceeds not mixed with other funds of the Customer) and on trust for NHF (the “Trust Account”)
Security Interests: The Customer acknowledges and agrees that by making an order for the Goods it has accepted these Terms. In accepting these Terms, the Customer grants a Purchase Money Security Interest to NHF, as that term is defined in the Personal Property Securities Act 1999 (“PPSA”), in the Goods supplied by NHF to the Customer and the proceeds thereof (including over the Trust Account).
For the purposes of the PPSA, these Terms also create a general security interest over all present and after acquired property of the Customer, enabling NHF to register and perfect its interest under the PPSA.
NHF shall register a financing statement on the Personal Property Securities Register (“PPSR”) to perfect its security interests and may register financing change statements from time to time.
The Customer will provide NHF on request with all information necessary for the registration of NHF’s security interests in terms of the PPSA and must immediately notify NHF if it changes its name, registered office or place or business.
The Customer waives its rights under sections 114(1) (a), 116, 120(2), 121, 125,126, 127, 129, 131, 132, 133, and 148 of the PPSA.
The Customer agrees to indemnify NHF for any costs NHF incurs in registering, maintaining and for enforcing the security interests created by these Terms including actual legal costs on a solicitor/ client basis.
Access to Property: Where the Customer has not paid in full for the Goods, remain unpaid by the Customer NHF has the unreserved right to enter the premises of the Customer without notice and retake possession of the remove materials or parts or Goods and the Customer will not hold NHF responsible for any economic or consequential loss that may be suffered by the Customer as a result.
NHF may immediately, or at any time thereafter, without giving any notice to the Customer enter upon the Customer’s premises if NHF has any rights under section 109 of the PPSA, NHF shall not be liable in any way to the Customer or any third party when acting in accordance with section 109 of the PPSA and the Customer shall indemnity NHF from any claims made by any third party as a result of such exercise.
Company Warranties and Liability
NHF provide a warranty for its workmanship and Services for a period of two years. In relation to Goods, NHF passes on the warranties provided by the manufacturer of those Goods.
The Customer must make any warranty claims to NHF in writing within thirty (30) days of event occurring.
NHF will not accept any warranty claims by the Customer for any reason where:
The defects or damage has not been notified to NHF within (30) thirty days of the event occurring or the Goods are outside the warranty period.
The Goods have been sold on a non-refundable basis or second hand Goods or where the Goods have been used with or attached to other goods not supplied by NHF and are damaged or not severable.
The defect or failure of Goods, materials or parts is due to normal wear and tear or weathering.
The defect or failure is as a result of damage, misuse, negligent maintenance or care while in possession of the Customer of the Customer’s failure to follow NHF’s instructions.
The defect or failure of the Goods is due to tools or dies or instructions or designs supplied by the Customer.
The defect or failure is caused by or contributed by the Customer’s failure to use the Goods in accordance with the instructions for use and maintenance.
The defect or failure is outside NHF’s control due to weather, strikes, government action or a force majeure event.
Where NHF accepts liability for defective Goods covered by its warranty it may replace Goods with those of a of similar description and value.
The maximum liability payable by NHF for any warranty claim shall be the purchase price paid by the Customer. NHF shall not, under any circumstances, be liable for any indirect, consequential loss, or other damages arising out of the Supply of Goods and Services to the Customer.
Intellectual Property
The Customer agrees that where NHF supplies intellectual property in the form of written instructions, drawings, designs or manuals the ownership of such intellectual property shall remain with NHF and the Customer further agrees that it shall not use the intellectual property in any manner whatsoever whether incomplete form or in any way adapting or altering unless the Customer has made payment in full.
Where NHF has used tools or dies supplied by the Customer or has followed designs, specifications and instructions provided by the Customer, the Customer shall indemnify NHF against all damages, cost and expenses in respect of which NHF may become liable by following such design specification and instructions and including those arising from the infringement of patents, copyrights or trademarks by the Customer.
Grounds for termination by NHF
Any order for Goods or Services may be terminated by NHF immediately on written notice to the Customer if:
The Customer defaults on its payments due to NHF.
The Customer commits any act of Bankruptcy, or enters into any composition or arrangement with creditors
The Customer does any act which would render it liable to be liquidated or if a resolution is passed or proceedings are commenced for the liquidation of the Customer or incorporation or if a receiver is appointed in respect of all or any assets of the Customer.
No release from obligation
Termination of this agreement shall not relieve the Customer of its obligation to pay all money owed by it to NHF on any account whatsoever, which money shall be payable immediately notwithstanding that the date for payment of the money may not have arrived. Termination of the agreement shall not relieve the Customer from liability arising from any antecedent breach of the terms of this agreement.
Immediate Steps upon Termination
Upon Expiry of the terms (and any period of renewal of the term), the termination of this agreement for any reason, all rights of the Customer granted by the agreement shall terminate and the Customer shall not be entitled to receive any rebate or refund of the whole or any part of the money paid pursuant of this agreement.
New Zealand Consumer Guarantees Act 1993
Nothing in these terms is intended to have the effect of contracting out of the provisions of the Consumer Guarantees Act 1993, except where the Customer acquires the goods in a business to business situation to the extent permitted by that act and all provisions of these terms shall be read and modified to the extent necessary to give effect to that intention.
The Customer shall not, in relation to the supply of the goods from NHF, give or make any undertaking, assertion or representation in relation to the goods without the prior approval in writing of NHF and the Customer shall indemnify NHF against any liability or cost incurred by NHF as a result of any breach by the Customer of this provision.
Arbitration
In the event of any dispute between NHF and the Customer arising out of this agreement, such as dispute shall be referred to an arbitrator under the laws of New Zealand to be agreed between the parties and upon failure to reach agreement arbitration be conducted in accordance with the Arbitration Act 1996 and any amendments thereof.
Notwithstanding any provisions herewith, NHF has an election to waive arbitration (and refer the dispute or unpaid debt to the Disputes Tribunal) in respect of any debt of $30,000.00 or less. The Customer consents to any dispute being referred to the Dispute Tribunal if elected by NHF.