1. Definitions
1.1 “Supplier” means SAINTLEO Limited, its successors and assigns or any person acting on behalf of and with the authority of SAINTLEO Limited.
1.2 “Customer” means the person/s or any person acting on behalf of and with the authority of the Customer requesting the Supplier to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
(a) if there is more than one Customer, is a reference to each Customer jointly and severally; and
(b) if the Customer is a part of a Trust, shall be bound in their capacity as a trustee; and
(c) includes the Customer’s executors, administrators, successors and permitted assigns.
1.3 “Goods” means all Goods or Services supplied by the Supplier to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other). 1.5 “Price” means the Price payable (plus any GST where applicable) for the as agreed between the Supplier and the Customer in accordance with clause 6 below.
1.6 “GST” means Goods and Services Tax (GST)

2. Acceptance
2.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of the Goods.
2.2 These terms and conditions may only be amended with the consent of both parties in writing, and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and the Supplier.

3. Errors and Omissions
3.1 The Customer acknowledges and accepts that the Supplier shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
(a) resulting from an inadvertent mistake made by the Supplier in the formation and/or administration of this contract; and/or
(b) contained in/omitted from any literature (hard copy and/or electronic) supplied by the Supplier in respect of the Services.
3.2 In the event such an error and/or omission occurs in accordance with clause 4.1, and is not attributable to the negligence and/or wilful misconduct of the Supplier; the Customer shall not be entitled to treat this contract as repudiated nor render it invalid.

4. Change in Control
4.1 The Customer shall give the Supplier not less than seven (7) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone or fax number/s, or business practice). The Customer shall be liable for any loss incurred by the Supplier as a result of the Customer’s failure to comply with this clause.

5. Price and Payment
5.1 At the Supplier’s sole discretion, the Price shall be either:
(a) as indicated on any invoice provided by the Supplier to the Customer; or
(b) the Price as at the date of delivery of the Goods according to the Supplier’s current price list; or
(c) the Supplier’s quoted price (subject to clause 6.2) which will be valid for the period stated in the quotation or otherwise for a period of 14 (fourteen) days.
5.2 The Supplier reserves the right to change the Price if a variation to the Supplier’s quotation is made. Any variation from the plan of scheduled works or specifications (including, but not limited to, any variation as a result of additional works required due to unforeseen circumstances such as poor weather conditions, limitations to accessing the site, availability of machinery, safety considerations, prerequisite work by any third party not being completed or as a result of any increase to the Supplier’s in the cost of materials and labour) will be charged for on the basis of the Supplier’s quotation and will be shown as variations on the invoice. The Customer shall be required to respond to any variation submitted by the Supplier within two (2) working days. Failure to do so will entitle the Supplier to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
5.3 At the Supplier’s sole discretion, a non-refundable 50% deposit is required.
5.4 Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by the Supplier, which may be:
(a) on delivery of the Goods;
(b) before delivery of the Goods;
(c) by way of instalments/progress payments in accordance with the Supplier’s payment schedule;
(d) thirty (30) days following the end of the month in which a statement is posted to the Customer’s address or address for notices;
(e) the date specified on any invoice or other form as being the date for payment; or
(f) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by the Supplier.
5.5 Payment may be made by on-line banking, or by any other method as agreed to between the Customer and the Supplier.
5.6 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.
5.7 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 supply by the Supplier under this or any other agreement for the sale of the Goods. 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.
5.8 The Customer price will be the price shown on the company’s quotation (if any) or invoice, notwithstanding any provision in the contract, the company may increase the price of goods after an order acknowledgement and prior to delivery of the goods if the price increase results from an increase in the price of any inputs which comprise part of the goods and/or any new transaction taxes that come into existence after the effective date of these terms and conditions.

6. Delivery
6.1 Subject to clause 7.1 it is the Supplier’s responsibility to ensure that the Services start as soon as it is reasonably possible.
6.2 The Services commencement date will be put back and/or the completion date extended by whatever time is reasonable in the event that the Supplier claims an extension of time (by giving the Customer written or verbal notice) where completion is delayed by an event beyond the Supplier’s control, including but not limited to any
failure by the Customer to:
(a) make a selection; or
(b) have the site ready for the Services; or
(c) notify the Supplier that the site is ready.
6.3 Delivery (“Delivery”) of the Goods is taken to occur at the time that:
(a) the Customer or the Customer’s nominated carrier takes possession of the Goods at the Supplier’s address; or (b) the Supplier (or the Supplier’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.
6.4 At the Supplier’s sole discretion, the cost of delivery is either included in the Price or is in addition to the Price. 6.5 The Supplier may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
6.6 Any time specified by the Supplier for delivery of the Goods is an estimate only and the Supplier will not be liable for any loss or damage incurred by the Customer as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Goods to be delivered at the time and place as was arranged between both parties. In the event that the Supplier is unable to supply the Goods as agreed solely due to any action or inaction of the Customer, then the Supplier shall be entitled to charge a reasonable fee for redelivery and/or storage.

7. Risk
7.1 Notwithstanding the provisions of clause 8 if the Customer specifically requests the Supplier to leave Goods outside the Supplier’s premises for collection or to deliver the Goods to an unattended location then such materials shall always be left at sole risk of the Customer and it shall be the Customer’s responsibility to ensure the Goods are insured adequately or at all. In the event that such Goods are lost, damaged or destroyed then replacement of the Goods shall be at the Customer’s expense.
7.2 Where the Customer is to supply the Supplier with any design specifications (including, but not limited to CAD drawings) the Customer shall be responsible for providing accurate data. The Supplier shall not be liable whatsoever for any errors in the Goods that are caused by incorrect or inaccurate data being supplied by the Customer.
7.3 All customary building industry tolerances shall apply to the dimensions and measurements of the Goods unless the Supplier and the Customer agree otherwise in writing.
7.4 The Supplier shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Customer.
7.5 The Supplier shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Customer or any third-party approved by the customer.

8. Access
The Customer shall ensure that the Supplier has clear and free access to the work or delivery site at all times to enable them to undertake the works or delivery.

9. Intellectual Property
9.1 Where the Supplier has designed, drawn or developed Goods for the Customer, then the copyright in any designs and drawings and documents shall remain the property of the Supplier. Under no circumstances may such designs, drawings and documents be used without the express written approval of the Supplier.
9.2 The Customer warrants that all designs, specifications or instructions given to the Supplier will not cause the Supplier to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify the Supplier against any action taken by a third party against the Supplier in respect of any such infringement.
9.3 The Customer agrees that the Supplier may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings, websites or Goods which the Supplier has created for the Customer.

10. Delays and Non-Delivery
The Supplier shall not be liable for any loss or damage suffered by the Customer due to non-performance, non- delivery or delay in delivery.
11.Raw Metal / Aged and Paint Finishes
11.1 All aged, brushed and raw metals by the supplier are considered ‘living materials’ and expected to change over time. The supplier will not be responsible for any changes including discolouration, rusting, corrosion caused by age, high moisture, or exterior environments in where the goods has been installed.
11.2 The supplier shall not be liable for any inconsistencies in the final finish which may include,
(a) inconsistent lines, grains or patterns
(b) textures under the finish in the metal.
(c) Mismatched shades and colours of aged brass, copper, brushed aluminium and raw carbon steel.
(d) Oils and changes etched into the metals out of the suppliers control.
11.3 The Supplier will be entitled to charge a fee of any unintentional or intentional scratches, marks, fingerprints or discolouration, which have been produced by a third party installer, cleaner, or customer for any touch ups, re- finishing and/or re-sealing of goods.

11. Return of Goods
Acceptance of the goods by the Customer shall be final and conclusive unless the company agrees in writing to the return of goods within six (6) days of delivery.

12. Compliance with Laws
12.1 The Customer shall obtain (at the expense of the Customer) all licenses and approvals that may be required for the works.
12.2 The Customer agrees that the site will comply with any work health and safety laws relating to building/construction sites and any other relevant safety standards or legislation.

13. Default
13.1. The Supplier shall be entitled to cancel all or any part of the contract or contracts with the Customer, in addition to the other remedies contained in these terms and conditions, in the following circumstances: (a) If any amounts payable by the Customer are overdue or
(b) If the Customer fails to meet any obligation under this or any other contract, or obligation to the Supplier or (c) If the Customer becomes or is likely to become insolvent or
(d) If a Receiver is appointed in respect of the assets of the Customer or
(e) If the Customer no longer carries on business or threatens to cease carrying on business or
(f) If an arrangement within the Customers creditors is likely to be made.
13.2. If the Customer makes default in payment or in taking delivery in time, the Supplier shall be entitled to terminate the contract so far as it is unfulfilled, without prejudice to its right to recover all sums owing to it in respect of deliveries already made. Upon termination of the contract, the Supplier shall be entitled to dispose of the balance of the Goods contracted for and the Customer shall indemnify the Supplier for any loss in price incurred by its realisation against the price against which such Goods were contracted to be bought by the Customer. 13.3.Despite S109 of the PPSA and in addition to the rights contained in that section, the Supplier may recover and/or resell any of the Goods and enter any premises where the Supplier believes the Goods are stored at any time without notice. If the Goods or any of them are wholly or partially attached to the other Goods. The Supplier may recover and resell for its own account sufficient Goods to satisfy all unpaid liabilities and the costs of resale. If the Supplier recovers any excess, the Supplier will not be liable in damages to the Customer by must account to the Customer to the excess.
13.4. The Supplier may appoint a Receiver in respect of the Goods (including the proceeds of the same) supplied to the Customer, under this Agreement. Any Receiver so appointed may take possession of the Goods and resell them and otherwise exercise all rights and powers conferred to a Receiver by law.
13.5. The Customer will pay all costs and expenses (including costs of a solicitor / client basis and debt collector’s costs) the Supplier incurs in enforcing or attempting to enforce the Supplier’s rights under this clause. The Supplier may deduct any costs and expenses incurred from the proceeds of sale of any Goods recovered from the Customer.

14. General
14.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
14.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand in which the Supplier has its principal place of business, and are subject to the jurisdiction of the courts in New Zealand.
14.3 Subject to clause 13, the Supplier shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Supplier of these terms and conditions (alternatively the Supplier’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
14.4 The Supplier may licence and/or assign all or any part of its rights and/or obligations under this contract without the Customer’s consent.
14.5 The Customer cannot licence or assign without the written approval of the Supplier.
14.6 The Supplier may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this contract by so doing. Furthermore, the Customer agrees and understands that they have no authority to give any instruction to any of the Supplier’s sub-contractors without the authority of the Supplier.
14.7 The Customer agrees that the Supplier may amend these terms and conditions by notifying the Customer in writing. These changes shall be deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a further request for the Supplier to provide Goods/Equipment to the Customer.
14.8 Neither party shall be liable for any default due to any act of lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
14.9 Both parties warrant that they have the power to enter into this agreement and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this agreement creates binding and valid legal obligations on them.

15. Acknowledgement
The Customer acknowledges that it has received a copy of this agreement and in particular that the terms contained herein constitute a “security agreement” for the purposes of the Personal Properties Securities Act 1999.