ONEFARM LIMITED TERMS & CONDITIONS

1. Definitions and Interpretation
   1. Definitions: In these Terms and Conditions unless the context otherwise requires:
      • Supplier means, Onefarm Limited and its successors and assigns, or any person acting on behalf of, and with the authority of Onefarm Limited as Supplier.
      • Customer means the person(s) requesting the Supplier to provide the Works as specified in any invoice, document or order, and if there more than one person requesting the Works is a reference to each person jointly and severally, and also included the Guarantor.
      • Delivery means delivery of the Works from the Supplier to the Customer on the worksite, or at any other location as agreed from time to time between Supplier and Customer.
      • Guarantor means any guarantor(s) of the Customer.
      • PPSA means the Personal Property Securities Act 1999.
      • Practical Completion means:
        1. Where the Supplier has been engaged by the Customer to complete installation as part of the Work, where the Works have been completed, except for minor defects and minor omissions, which do not prevent the Works from being used for their intended purpose and which can be remedied within 6 weeks or at such other agreed time by the Supplier without causing significant inconvenience to the Customer; or
        2. Where the Supplier has not been engaged by the Customer to complete the installation of the Materials as part of the Work, upon Delivery per clause 5.1 below.
      • Price means the price payable for the Works in New Zealand dollars as agreed between the Supplier and the Customer subject to clause 4 of these Terms.
      • Terms means these terms and conditions.
      • Quote means a written offer from the Supplier to the Customer to provide the Works for a specified price subject to the terms and conditions of such offer and these Terms.
      • Works means all services or Works provided by the Supplier to the Customer (where the context permits the terms “Work”, “Works” or “Materials” shall be interchangeable for the other), including any recommendation or consultancy advice, at the Customer’s request.
   2. Interpretation: In these Terms unless the context otherwise requires:
      • Any reference to a statute or regulation shall be deemed to extend to all statutes or regulations amending, consolidating or replacing the same.
      • The words “includes” or “including” are to be construed as being followed by “without limitation”.
2. Acceptance
   1. The Customer and Guarantor are taken to have accepted and are immediately bound, by these Terms if the Customer places an order for Works by way of accepting a Quote, and/or the Customer accepts Delivery.
   2. These Terms may only be amended with the Supplier’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and the Supplier.
   3. Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.
   4. None of the Supplier’s Suppliers or representatives are authorised to make any representations, statements, conditions or agreements not expressed by a director or manager of the Supplier in writing nor is the Supplier bound by any such unauthorised statements.
   5. Any advice, recommendations, information, assistance or service provided by the Supplier in relation to the Works provided is given in good faith, is based on information provided to the Supplier, and the Supplier’s own knowledge, and experience. Whilst it shall be the responsibility of the Customer to confirm the accuracy and reliability of the same in light of the use to which the Customer makes or intends to make of the Works, human error is possible under these circumstances, and the Supplier shall make all effort to offer the best solution to the Customer.
3. Quotation
   1. A Customer’s acceptance of a Quote constitutes an agreement to purchase Works on the terms and conditions of that Quote and these Terms.
   2. Where a Quote is given by the Supplier, that Quote shall be valid for the term specified in the Quote. If no term is specified, the Quote is valid for thirty (30) days from the date of the issue.
   3. The Supplier reserves the right to amend any Quote, by notice to the Customer, before acceptance of the Quote by the Customer.
   4. Quotes do not cover unforeseen ground conditions that may incur damages or extra costs for remediation.
   5. Quotes are prepared in accordance with information provided to Supplier by the Customer. Supplier will not be liable, nor will it be bound by a Quote where:
      • The Customer provided Supplier with inaccurate information, or any information was omitted; and/or
      • The Customer makes any variations to the Works quoted for.
4. Price and Payment
   1. At the Supplier’s sole discretion, a non-refundable deposit may be required.
   2. Time for payment for the Works being of the essence, the Price will be payable by the Customer on the date/s determined by the Supplier, which (at the Supplier’s sole discretion) may be amended at any time upon serving the Customer with notice by email, and which shall become due:
   • In accordance with the Supplier’s default payment schedule, being:
     1. A 50% deposit, payable on the Customer’s acceptance of the Quote;
     2. The remaining 50% of the Price, payable prior to Delivery of the Materials;
     3. Or by way of progress payments in accordance with the Supplier’s specified progress payment schedule (where provided). Such progress payment claims may include the reasonable value of authorised variations and the value of any Materials delivered to the site but not yet installed;
   • On the date specified on any invoice or other form as being the date for payment; or
   • Failing any notice to the contrary, on the date which is seven (7) days following the date of any invoice given to the Customer by the Supplier.
   3. Payment may be made by cash, electronic/on-line banking, or by any other method as agreed to between the Customer and the Supplier.
   4. Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to the Supplier an amount equal to any GST the Supplier must pay for any provision of Works by the Supplier under this contract or any other agreement. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition the Customer must pay any other taxes and duties that may be applicable in addition to the Price, except where they are expressly included in the Price.
5. Delivery
   1. Delivery is taken to occur at the time that the Supplier (or the Supplier’s nominated carrier) delivers the Materials to the Customer’s nominated address, even if the Customer is not present at the address.
   2. At the Supplier’s sole discretion, the cost of Delivery is either included in, or in addition to, the Price.
   3. The Customer must take Delivery, by receipt or collection of the Materials, whenever they are tendered for Delivery. In the event that the Customer is unable to take Delivery, as arranged, then the Supplier shall be entitled to charge a reasonable fee for redelivery and/or storage.
   4. Any time or date given by the Supplier to the Customer is an estimate only. The Customer must still accept Delivery, even if late, and the Supplier will not be liable for any loss or damage incurred by the Customer as a result of Delivery being late.
   5. The Works are provided on the basis of specifications, information and instructions provided by the Supplier to the Customer (whether written or verbal). The Customer acknowledges that it is their responsibility to ensure that such are detailed sufficiently to satisfy their requirements.
   6. The Customer acknowledges that items presented for repair may be replaced by refurbished Materials of the same type rather than being repaired.
6. Risk and Limitation of Liability
   1. Risk of damage to or loss of the Materials passes to the Customer on Delivery, and the Customer must insure the Works on or before Delivery.
   2. If any of the Materials are damaged or destroyed following Delivery, but prior to ownership passing to the Customer, the Supplier is entitled to receive all insurance proceeds payable for the Materials. The production of these Terms by the Supplier is sufficient evidence of the Supplier’s rights to receive the insurance proceeds without the need for any person dealing with the Supplier to make further enquiries.
   3. If the Customer requests the Supplier to leave Materials outside the Supplier’s premises for collection, or to deliver the Materials to an unattended address, then such Materials shall be left at the Customer’s sole risk.
   4. The Customer acknowledges that any advice or recommendations by the Supplier are provided on the basis of the Supplier’s industry knowledge and experience only and shall not be deemed as specialist advice.
   5. The Customer agrees and acknowledges that, from time to time, in order for the Supplier to carry out the Works, the Customer must complete site preparations, including earthworks, concreting, foundation or structural requirements may be required. The Customer shall complete such preparations at their sole risk and cost. Should any site preparations prohibit or delay the Supplier for completing the services, the Supplier shall be entitled to recover from the Customer any cost incurred by the Supplier as a result of the delay.
   6. The Supplier, its directors, agents or employees will not be liable in any way for any form of loss or damage of any nature whatsoever suffered, whether arising directly or indirectly, by the Customer or any person related to or dealing with the Customer out of, in connection with or reasonably incidental to the provision of Works by the Supplier to the Customer.
7. Provisions of the Works
   1. Subject to clause 7.2 it is Supplier’s responsibility to ensure that the Works start as soon as it is reasonably possible.
   2. The Works commencement date will be put back and the completion date extended by whatever time is reasonable in the event that Supplier claims an extension of time (by giving the Customer written notice) where completion is delayed by an event beyond Supplier’s control, including but not limited to any failure by the Customer to:
      • make a selection; or
      • have the site ready for the Works; or
      • notify Supplier that the site is ready.
   3. Any time or date given by Supplier to the Customer is an estimate only. Supplier shall not be liable for any loss or damage whatsoever due to failure by Supplier to deliver the Works (or any part of them) promptly or at all, where due to circumstances beyond the reasonable control of Supplier.
   4. The Works shall be deemed to be completed when:
      • the Works carried out in accordance with the Terms and the terms of any other separate agreement; and
      • The Customer is issued a notice of Practical Completion.
8. Licensing and Sub-Contracting
   1. The Supplier can sub-contract out all or any part of the Works without the Customer’s consent but shall not be relieved from any responsibility or obligation under this Agreement by doing so.
9. Title
   1. The Supplier and the Customer agree that ownership of any Materials shall not pass until:
      • the Customer has paid the Supplier the amounts owing in accordance with clauses 4.2(a)(i) and (ii) to the Supplier; and
      • the Customer has met all other obligations due by the Customer to the Supplier in respect of all contracts between the Supplier and the Customer.
10. Customer’s Disclaimer
    1. The Customer hereby disclaims any right to rescind, or cancel any contract with the Supplier or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Customer by the Supplier and the Customer acknowledges that the Works are bought relying solely upon the Customer’s skill and judgment.
11. Defects and Warranty
    1. The Customer shall inspect the Works on Delivery and shall within seven (7) days of such time (being of the essence) notify the Supplier of any alleged defect, error or omission, shortage in quantity, damage or failure to comply with the description or quotation. The Customer shall afford the Supplier an opportunity to inspect/review the Works within a reasonable time following such notification if the Customer believes the Works are defective in any way. If the Customer fails to comply with these provisions the Works shall be presumed to be free from any defect or damage. For defective Works, which the Supplier has agreed in writing that the Customer is entitled to reject, the Supplier’s liability is limited to either (at the Supplier’s sole discretion) re-providing the Works or rectifying/repairing the Works.
    2. Subject to the conditions of warranty as follows and those (if any) that may be contained in any warranty supplied by the Supplier to the Customer, the Supplier warrants that if any defect in any of the Works undertaken by the Supplier (or any part of it) becomes apparent and is reported to the Supplier, then the Supplier will either (at the Supplier’s sole discretion) replace or repair the Works (or any part(s) of it). The conditions applicable to this warranty are:
       • The warranty will be valid for the timeframe (after Delivery in accordance with clause 5) as specified by the Supplier;
       • If any defect does not materialise prior to the date provided in accordance with sub-clause (a), the Supplier will have no liability to the Customer under the warranty, and the Customer releases the Supplier from all claims for loss or damage in any way connected with the workmanship from that date;
       • The warranty shall cease, and the Supplier shall thereafter in no circumstances be liable under the terms of the warranty, if the Works are repaired or altered without the Supplier’s consent; and
       • In respect of all claims the Supplier shall not be liable to compensate the Customer for any delay in either replacing or remedying the Works or in properly assessing the Customer’s claim.
    3. Notwithstanding clauses 11.1 to 11.5, the Supplier shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
       • The Customer failing to properly maintain or store the Works;
       • The Customer using the Works for any purpose other than that for which they were designed;
       • The Customer continuing the use of the Works after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
       • The Customer failing to follow any instructions or guidelines provided by the Supplier; or
       • Fair wear and tear, any accident, or act of God.
12. Consumer Guarantees Act 1993
    1. If the Customer is acquiring Works for the purposes of a trade or business, the Customer acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the provision of Works by the Supplier to the Customer.
13. Default and Consequences of Default
    1. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of five percent (5%) per annum above the then current overdraft rate charged by the Supplier’s bankers (and at the Supplier’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
    2. If the Customer owes the Supplier any money the Customer shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in recovering the debt (including legal costs on a solicitor and own-Customer basis, the Supplier’s collection-agency costs and bank dishonour fees).
    3. Without prejudice to any other remedies the Supplier may have, if at any time the Customer is in breach of any obligation (including those relating to payment, whether or not the payment is due to the Supplier) the Supplier may suspend or terminate the provision of Works to the Customer, and any of its other obligations under the Terms. The Supplier will not be liable to the Customer for any loss or damage the Customer suffers because the Supplier has exercised its rights under this clause.
    4. Without prejudice to the Supplier’s other remedies at law, the Supplier shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable if:
       • Any money payable to the Supplier becomes overdue, or in the Supplier’s opinion the Customer will be unable to make a payment when it falls due;
       • The Customer becomes insolvent, commits an act of bankruptcy, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
       • A receiver, manager, liquidator (provisional or otherwise), statutory manager or similar person is appointed in respect of the Customer or any asset of the Customer.
14. Cancellation
    1. The Supplier may cancel any contract to which these Terms apply, or cancel Delivery at any time before the Works are delivered, by giving written notice to the Customer. On giving such notice the Supplier shall repay to the Customer any money paid by the Customer for the Works. The Supplier shall not be liable for any loss or damage whatsoever arising from such cancellation.
    2. Following acceptance of the Quote, cancellation shall be in the Supplier’s sole discretion. Any refund of any Deposit monies paid shall be at the sole discretion of the Supplier. Where the Supplier decides to issue a refund of deposit monies paid, they shall be entitled to deduct any costs incurred in connection with the Works, prior to the date of Cancellation.
15. General
    1. The failure by the Supplier to enforce any provision of these Terms shall not be treated as a waiver of that provision, nor shall it affect the Supplier’s right to subsequently enforce that provision. If any provision of these Terms shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    2. These Terms and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of New Zealand.
    3. The Supplier shall be under no liability whatsoever to the Customer for any indirect, special and/or consequential loss and/or expense (including loss of profit, revenue, business, contracts or anticipated savings) suffered by the Customer, or any loss or expense resulting from a claim by any third party, arising out of a breach by the Supplier of these Terms (alternatively the Supplier’s liability shall be limited to damages which under no circumstances shall exceed the Price).
    4. The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by the Supplier nor to withhold payment of any invoice because part of that invoice is in dispute.
    5. The Customer agrees that the Supplier may amend these Terms at any time. If the Supplier makes a change to these Terms, then that change will take effect from the date on which the Supplier notifies the Customer of such change. The Customer will be taken to have accepted such changes if the Customer makes a further request for the Supplier to provide Works to the Customer.
    6. The Customer warrants that it has the power to enter into this contract and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this contract creates binding and valid legal obligations.