Terms of Trade

1.   DEFINITIONS

1.1     “Customer” means any person purchasing goods and services from RELAY ELECTRICAL and any person acting on behalf of and with the authority of that person.

1.2    “Products” means all goods and services supplied by RELAY ELECTRICAL to the Customer.

1.3    “Price” means the cost of the Products as agreed between RELAY ELECTRICAL and the Customer and includes all insurance charges, freight costs or any fee associated with the supply of Products by RELAY ELECTRICAL to the Customer subject to clause 3 of this contract.

1.4    “Works” means all services or materials supplied by RELAY ELECTRICAL to the customer from time to time (where the context so permits, the terms “works” or “materials “shall be interchangeable for the other.

1.5    “RELAY ELECTRICAL” means any agents, employees, or any person acting on behalf of and with the authority of Relay Electrical Limited.

2.   ACCEPTANCE

2.1    Any instructions received by RELAY ELECTRICAL from the Customer for the supply of Products shall constitute a binding contract and acceptance of the terms and conditions contained herein.

3.   PRICE

3.1    Where no price is stated in writing or agreed to orally the Products shall be deemed to be sold at the current amount as such Products are sold by RELAY ELECTRICAL at the time of the contract.

3.2    Unless otherwise stated in writing, the customer shall be charged for the travel cost incurred by RELAY ELECTRICAL by a set fee, mileage fee or in any manner RELAY ELECTRICAL chooses.

3.3    RELAY ELECTRICAL reserves the right to change the price;

(a)        If a variation to the materials which are to be supplied is requested; or

(b)        If a variation to the works originally scheduled is requested; or

(c)        Where additional works are required due to the discovery of hidden or unidentifiable difficulties, which are only discovered on commencement of the works; or

(d)        In the event of increases to cost of labour and materials that are beyond the control of RELAY ELECTRICAL.

3.4    The price may be increased by the amount of any reasonable increase in the cost of supply of the Products that is beyond the control of RELAY ELECTRICAL by giving the Customer not less than 10 days written notice of its intention to vary the then current price of the Product.

4.   PAYMENT

4.1    Time for payment for the works being of the essence, the price will be payable by the customer on the date/s determined by RELAY ELECTRICAL, which may be;

(a)        On completion of the works; or

(b)        By way of progress payments in accordance with RELAY ELECTRICAL’s specified progress payment schedule. Such progress payment claims may include the reasonable value of authorised variations and the value of any materials delivered to the worksite but not yet installed;

(c)        The date specified on any invoice or other form as being the date for payment; or

(d)        Failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the customer by RELAY ELECTRICAL.

4.2    At the sole discretion of RELAY ELECTRICAL a deposit may be required upon request.

4.3    Credit card payments via the Stripe platform will incur a 2.9% processing fee. RELAY ELECTRICAL do not receive this money, it is payment to the online credit card payment provider.

4.4    Unless otherwise stated the charges do not include GST. In addition to the charges the customer must pay to RELAY ELECTRICAL an amount equal to any GST RELAY ELECTRICAL must pay for any provision of services by RELAY ELECTRICAL under this 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 charges. In addition, the customer must pay any other taxes and duties that may be applicable in addition to the charges, except where they are expressly included in the charges.

4.5    Interest may be charged on any amount owing after the due date at the rate of 2% per month or part month.

4.6    Any expenses, disbursements and legal costs incurred by RELAY ELECTRICAL in the enforcement of any rights contained in this contract shall be paid by the Customer, including any actual solicitor’s fees or debt collection agency fees.

4.7    Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such instrument is paid in full.

4.8    RELAY ELECTRICAL shall be entitled to set and amend at any time, a limit on any credit arrangement offered to the Customer, and without notice to terminate or suspend any credit arrangement with Customer in the event of:

(a)        The Customer defaulting in any term or condition contained herein or

(b)        The Customer’s actions, statements or conduct repudiates the contract by making it clear it does not intend to perform its obligations under it,

and in either event all monies owing by the Customer to RELAY ELECTRICAL shall be immediately due and payable notwithstanding that the time(s) for payment is yet to arrive.

5.   RISK

5.1    The Products remain at RELAY ELECTRICAL’s risk until delivery to the Customer.

5.2    Delivery of Products shall be deemed complete when RELAY ELECTRICAL gives possession of the Products directly to the Customer or possession of the Products is given to a carrier, courier, or other bailee for purposes of transmission to the Customer.

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

6.1    Title in any Products supplied by RELAY ELECTRICAL passes to the Customer only when the Customer has made payment in full for all Products provided by RELAY ELECTRICAL and of all other sums due to RELAY ELECTRICAL by the Customer on any account whatsoever.  Until all sums due to RELAY ELECTRICAL by the Customer have been paid in full, RELAY ELECTRICAL has a security interest in all Products.  The Customer waives its right to receive a verification statement in respect of any financing statement or financing change statement relating to such security interest. 

6.2    If the Products are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the Products shall remain with RELAY ELECTRICAL until the Customer has made payment for all Products, and where those Products are mixed with other property so as to be part of or a constituent of any new Products, title to these new Products shall deemed to be assigned to RELAY ELECTRICAL as security for the full satisfaction by the Customer of the full amount owing between RELAY ELECTRICAL and Customer.

6.3    The Customer gives irrevocable authority to RELAY ELECTRICAL to enter any premises occupied by the Customer or on which Products are situated at any reasonable time after default by the Customer or before default if RELAY ELECTRICAL believes a default is likely and to remove and repossess any Products and any other property to which Products are attached or in which Products are incorporated.  RELAY ELECTRICAL shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded.  RELAY ELECTRICAL may either resell any repossessed Products and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Products and credit the Customer’s account with the invoice value thereof less such sum as RELAY ELECTRICAL reasonably determines on account of wear and tear, depreciation, obsolescence and costs.

6.4    Where Products are retained by RELAY ELECTRICAL pursuant to clause 6.3 the Customer waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under s.121 of the PPSA.

6.5    The following shall constitute defaults by the Customer:

(a)        Non-payment of any sum by the due date.

(b)        The Customer intimates that it will not pay any sum by the due date.

(c)        Any Products are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Products.

(d)        Any Products in the possession of the Customer are materially damaged while any sum due from the Customer to RELAY ELECTRICAL remains unpaid.

(e)        The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets.

(f)         A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.

7.   PAYMENT ALLOCATION

7.1    RELAY ELECTRICAL may in its discretion allocate any payment received from the Customer towards any invoice that RELAY ELECTRICAL determines and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated.  In the absence of any payment allocation by RELAY ELECTRICAL, payment shall be deemed to be allocated in such manner as preserves the maximum value of RELAY ELECTRICAL’s purchase money security interest in the Products.

8.   PLANS AND SPECIFICATIONS

8.1    All customary building tolerances shall apply to the dimensions and measurements of the materials unless RELAY ELECTRICAL and the customer agree otherwise in writing.

8.2    RELAY ELECTRICAL shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the customer, or the customers representatives or contractors.

8.3    If any reference to the position of any electrical installations is removed or covered up by the customer or the customer’s contractors, then the electrician shall not be responsible for any damage caused in relation to locating of the installations. In this instance the installations will be at the sole discretion of RELAY ELECTRICAL.

8.4    Any additional costs caused by the customer not providing an acceptable plan or scope of work, will be the responsibility of the customer.

8.5    If the customer requests RELAY ELECTRICAL to decide on the positioning of any electrical installations the customer shall be deemed to have accepted the positioning of such.

9.   HAZARDOUS SUBSTANCES

9.1    If RELAY ELECTRICAL or anyone else identifies materials around the area that works are being completed that is suspected to be hazardous, toxic, or otherwise a danger to work on or near, including but not limited to asbestos, then it will be the customers responsibility to have the substance tested and if necessary, removed. Until the customer has provided evidence that the substance is not dangerous or has been removed by a suitably qualified person RELAY ELECTRICAL may take steps deemed necessary including refusal to complete any further works.

10. CUSTOMER RESPONSIBILITIES

10.1  The customer must provide the area of the works clear from all furniture and obstructions. If RELAY ELECTRICAL has to move anything from the area of the works, if RELAY ELECTRICAL chooses to do so, this will be done at the sole risk of the customer and any damage to the customer’s property will not be the responsibility of RELAY ELECTRICAL.

10.2  The customer shall ensure that RELAY ELECTRICAL has clear and free access to site at all times to enable them to undertake the works. RELAY ELECTRICAL shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways, and concreted or paved or grassed areas) unless it is due to the negligence of RELAY ELECTRICAL.

10.3  On request, the customer will advise and mark the precise location of all underground services on the site. The underground services the customer must identify include, but are not limited to, electrical services, plumbing services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on site. While RELAY ELECTRICAL will take all due care, any damage caused by the customer not correctly and precisely locating such underground services will be the responsibility of the customer and the customer will indemnify RELAY ELECTRICAL from all liability, claims, loss, damage or fines.

10.4  The customer is responsible for any materials or products that they supply. Any additional costs incurred because the materials provided are not fit for purpose for any reason including but not limited to being the wrong colour, size, rating, standard, quality, finish; will be the customers responsibility.

11. DISPUTES/RETURN OF PRODUCTS

11.1  No claim relating to Products will be considered unless made in writing within fourteen (14) days of delivery.

11.2  All Products must be carefully checked upon receipt.   No claims will be accepted if the Products have been converted in any way.

11.3  Returns will only be accepted if the Products supplied are not in accordance with the Customer’s order.

12. WARRANTY

12.1  Manufacturer’s warranties may apply.

12.2  RELAY ELECTRICAL provides no warranty as to the suitability or quality of the materials for any purpose. Any implied warranty is expressly excluded. RELAY ELECTRICAL shall not be liable or responsible for any loss suffered or caused by the materials in any way whatsoever.

13. LIABILITY

13.1  The Consumer Guarantees Act 1993, the Fair-Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon RELAY ELECTRICAL 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 RELAY ELECTRICAL, RELAY ELECTRICAL’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.

13.2  Except as otherwise provided by clause 10.1 RELAY ELECTRICAL shall not be liable for any loss or damage of any kind whatsoever, arising from the supply of Products by RELAY ELECTRICAL to the Customer, including consequential or indirect loss nor any loss of profits, revenue, business opportunity, goodwill and/or anticipated savings whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise.

13.3  The Customer shall indemnify RELAY ELECTRICAL against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of RELAY ELECTRICAL or otherwise, brought by any person in connection with any matter, act, omission, or error by RELAY ELECTRICAL its agents or employees in connection with the Products.

14. CONSTRUCTION CONTRACT ACT 2002

14.1  The customer hereby acknowledges that;

(a)        RELAY ELECTRICAL has the right to suspend work within five (5) working days of written notice of its intent to do so if a payment claim is served on the customer; and

(b)        the payment is not paid in full by the due date for payment and no payment schedule has been has been given by the customer; or

(c)        a scheduled amount stated in a payment schedule issued by the customer in relation to the payment claim is not paid in full by the due date for its payment; or

(d)        the customer has not complied with an adjudicator's notice that the customer must pay an amount to RELAY ELECTRICAL by a particular date; and

(e)        RELAY ELECTRICAL has given written notice to the customer of its intention to suspend the carrying out of construction work under the construction contract.

14.2  If RELAY ELECTRICAL suspends work, it;

(a)        Is not in breach of contract; and

(b)        Is not liable for any loss or damage whatsoever suffered, or alleged to be suffered, by the customer or by any person claiming through the customer; and

(c)        Is entitled to an extension of time to complete the contract; and

(d)        Keeps its rights under the contract including the right to terminate the contract; and may at any time lift the suspension, even if the amount has not been paid or an adjudicators determination has not been complied with.

14.3  If RELAY ELECTRICAL exercises the right to suspend work, the exercise of that right does not;

(a)        Affect any rights that would otherwise have been available to RELAY ELECTRICAL under the contract and Commercial Law Act 2017; or

(b)        Enable the customer to exercise any rights that may otherwise have been available to the customer under the Act as a direct consequence of RELAY ELECTRICAL suspending work under this provision.

15. SECURITY AND CHARGE

15.1  In consideration for RELAY ELECTRICAL agreeing to supply the materials, the customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the customer either now or in the future, to secure the performance by the customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

15.2  The customer indemnifies RELAY ELECTRICAL from and against all of RELAY ELECTRICAL’s costs and disbursements including legal costs on a solicitor client basis incurred in exercising RELAY ELECTRICAL’s rights under this clause.

15.3  The customer irrevocably appoints RELAY ELECTRICAL and each director of RELAY ELECTRICAL as the customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause including, but not limited to, signing any document on the customers behalf.

16. CONSUMER GUARANTEES ACT

16.1  The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Products from RELAY ELECTRICAL for the purposes of a business in terms of section 2 and 43 of that Act.

17. COLLECTION AND USE OF INFORMATION

17.1  The Customer authorises RELAY ELECTRICAL to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under this contract, or marketing any Products provided by RELAY ELECTRICAL to any other party.

17.2  The Customer authorises RELAY ELECTRICAL to disclose any information obtained to any person for the purposes set out in clause 12.1.

17.3  Where the Customer is a natural person the authorities under clauses 12.1 and 12.2 are authorities or consents for the purposes of the Privacy Act 1993.

18. MISCELLANEOUS

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

18.2  Unless otherwise requested in writing, the Customer consents to receiving e-mails, and other communications from RELAY ELECTRICAL providing the Customer with information about RELAY ELECTRICAL and Products that may be of interest to the Customer. 

18.3  Failure by RELAY ELECTRICAL 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 RELAY ELECTRICAL has under this contract.

18.4  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.