1.                DEFINITIONS

1.1              "the Company" shall mean Coastscapes Limited or any agents or employees thereof.

1.2              "Customer" shall mean the party listed as the Customer on the quotation sheet provided by the Company, any person acting on behalf of and with the authority of the Customer, and/or any person contracting Services and Materials from the Company.

1.3              "Materials" means any materials and/or goods and/or products supplied by the Company .

1.4              "Services" means any service performed by the Company and shall include without limitation all civil works and contracting services, excavation, landfilling services and all other time and attendances.

1.5              "Price" shall mean the cost of the Services and Materials as agreed between the Company  and the Customer and unless otherwise stated excludes Goods and Services tax but includes all disbursements e.g. charges the Company  pays to others on the Customer's behalf subject to clause 4 of this contract.

1.6              "Property" means the work-site where the Services and Materials are performed / supplied to, and any access ways to and from the work-site.

 2.                ACCEPTANCE

2.1              Any instructions received by the Company from the Customer and agreed by the Company for the supply of Services and Materials shall be governed by the terms and conditions contained herein.

 3.                PRICE

3.1              Where no price is stated in writing or agreed to orally the Services and Materials shall be deemed to be supplied at the current amount as such Services and Materials are supplied by the Company  in the ordinary course of business at the time of the contract.

 4.                PAYMENT

4.1              Unless stated otherwise on the quotation, payment for Services and Materials, including progress payments and payment of payment claims made in accordance with the Construction Contracts Act 2002 ("the payment claim"), shall be made in full on or before the 7th day following the date of the invoice or the payment claim ("the due date").

4.2              Interest may be charged on any amount owing after the due date at the rate of 15% per annum.

4.3              Any expenses, disbursements and legal costs incurred by the Company  in the enforcement of any rights contained in these terms of trade shall be paid by the Customer, including any reasonable legal fees or debt collection agency fees.

4.4              Until the issuing bank has confirmed that payment has been cleared, receipt of a cheque shall not constitute payment.

 5.                QUOTATION

5.1              Where a quotation is given by the Company for Services and Materials:

5.1.1      Unless otherwise agreed, due to supplier and freight volatility, the quotation shall be valid for fourteen (14) days from the date of issue; and

5.1.2      The quotation shall be exclusive of Goods and Services tax unless specifically stated to the contrary.

5.2              Any quotation provided by the Company  is an estimate only. The price charged by the Company  may be increased by the amount of any reasonable increases in the cost of supply of the Services and Materials that are beyond the control of the Company . 

5.3              Reasonable increases in the cost of supply of the Services and Materials that are beyond the control of the Company  include but are not limited to increases due to weather conditions, discovery of hazards including but not limited to cables, pipes or rocks, any new information provided by the Customer, and increases in the price of materials required by the Company  to provide the Services and Materials.

5.4              The Customer agrees to pay the sum invoiced by the Company  irrespective of any variation from the quotation and in accordance with these terms of trade.

5.5              Where Services and Materials are required in addition to the quotation the Customer agrees to pay for the additional cost of such Services and Materials.

 6.                EQUIPMENT

6.1              Any and all equipment brought onto the Property by the Company  shall be at the sole use of the Company  and, other than in an emergency, shall not be used or interfered with in any way whatsoever by the Customer without the Company's permission. Nor shall the Customer, other than in an emergency, permit any third party to use or interfere with the equipment in any way whatsoever without the Company's permission.

 7.                HAZARDS

7.1              The Customer shall notify the Company as to any hazards and/or potential hazards including (but not limited to) cables, pipes, rocks and/or any dangerous chemicals.  The Customer shall remove any hazards as reasonably requested by the Company, and at the customer's cost.

 8.                DAMAGE TO PROPERTY

8.1              Any damage to the Property and/or the Company's goods and/or materials, caused by any act and/or omission of the Customer, shall be remedied by the Customer, or if necessary, replaced in full by the Customer, in all situations at the Customer's sole cost and on an urgent basis.

 9.                SUBCONTRACTING

9.1              The Customer authorises the Company  to contract either as principal or agent for the provision of Services and Materials that are the matter of this contract.

9.2              Where the Company  enters into a contract of the type referred to in clause 9.1 it shall be read with and form part of this agreement and the Customer agrees to pay any amounts due under that contract.

 10.              TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)

10.1           Title in any Materials supplied by the Company  passes to the Customer only when the Customer has made payment in full for all Services and Materials supplied by the Company  to the Customer and of all other sums due to the Company by the Customer on any account whatsoever.

10.2           Until all sums due to the Company by the Customer have been paid in full, it is agreed that the Company  has a security interest in all Materials supplied by the Company  to the Customer.

10.3           The Customer gives the Company  an irrevocable licence to enter all premises where it has reasonable grounds to believe the above materials be stored, to inspect, remove or repossess any goods supplied by the Company  and not paid for in full by the Customer.

 11.              DISPUTES

11.1           Either party may take such legal action including the commencement of legal proceedings as deemed appropriate to resolve or determine the dispute .

 12.              LIABILITY

12.1           The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon the Company  which cannot by law (or which can only to a limited extent by law) be excluded or modified.  In respect of any such implied warranties, conditions or terms imposed on the Company, the Company's liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute. 

12.2           Except as otherwise provided by clause 12.1 the Company  shall not be liable for any loss or damage resulting from unmarked drains or utilities or for any loss, damage or costs arising from unforeseen circumstances or due to acts and/or omissions of the Customer and/or third parties.

12.3           If contrary to the disclaimer of liability contained in these terms and conditions of trade the Company  is deemed liable to the Customer, following and arising from the supply of Services and Materials by the Company  to the Customer, then such liability is limited in its aggregate to $10,000.00.

 13.              HEALTH AND SAFETY STANDARDS

13.1           The Customer is obliged to ensure that all work sites comply with occupational health and safety statutory requirements regulations and standards and that there are always proper means of access to the work site.

13.2           The Customer must provide the Company  with plans for the work site and notify the Company of any hazards or potential hazards before the Company commences work. This includes public utilities and any other obstructions.

13.3           The Customer must ensure at its own cost that fencing and barriers are in place to prevent access to the work site other than by the Company  and its employees and contractors.

 14.              CONSUMER GUARANTEES ACT 1993

14.1           The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Services and Materials from the Company  for the purposes of a business in terms of section 2 and 43 of that Act.

 15.              CANCELLATION

the Company  shall, without any liability, and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of Services and Materials to the Customer if the Customer fails to pay any money owing after the due date or the Customer commits an act of bankruptcy as provided for in the Insolvency Act 2006.

15.1           Any cancellation or suspension of this agreement shall not affect the Company's claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this contract or the Customer's obligations to the Company  under this contract.

 16.              MISCELLANEOUS

16.1           the Company  shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.

16.2           Failure by the Company  to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations the Company has under this contract.

16.3           If any provision of this contract shall be invalid, void or illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

16.4           The Customer agrees that the Company  may change these terms and conditions of trade from time to time but only by notice to the Customer in writing, which may be by email.  The Customer is not permitted to amend these terms and conditions of trade other than with the signed consent in writing from the Company.

16.5           This Agreement shall be governed exclusively by the laws and jurisdiction of New Zealand.