1.1. Acceptance of these terms and conditions contained herein, will be deemed accepted once the Customer places an order for the supply of the Goods or Services or if the Customer accepts delivery of the Goods or Services. In such events, the Customer will immediately bound, jointly and severally, by these terms and conditions.
1.2. No amendment of this Agreement will be of any force or effect, unless in writing signed by an authorised representative of each party.
1.3. At the time of signing this Agreement, 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. The Customer warrants that they are not insolvent and accepts that this Agreement creates a binding and valid legal obligation on them, to meet all their debts as and when they fall due.
1.4. None of EEBOP’ agents or representatives are authorised to make any representation, statements, conditions, or agreements not expressed by the Director of ELITE ELECTRICAL BOP LIMITED or its authorised representative, in writing nor is EEBOP bound any such unauthorised statements.
1.5. EEBOP acts always, in the best interest of the Customer, thereby, any advice, recommendations, information, assistance, or service provided by EEBOP to the Customer or the Customer’s agent/representative, in respect of the Goods or Services is based on EEBOP’ knowledge and experience. Where such advice, recommendations are not acted upon, then EEBOP shall require the Customer or their agent/representative to authorise commencement of the Services in writing. EEBOP does not accept any liability in any way whatsoever, for any damages or losses that occur, subsequently after EEBOP is instructed to re-commence the Services.
1.6. Where EEBOP has been provided with an email address from the Customer for e-communications, both parties agree to fully comply with all current requirements by law pertaining to electronic messaging (including but not limited to, Unsolicited Electronic Messages Act 2007).
1.7. It is agreed, where electronic signatures are to form part thereof, the acceptance to this Agreement and to be deemed compliant, both parties must consent to same, in accordance 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.
1.8. Insurance Claims: – If the Goods and/or Services provided by EEBOP are the subject of an insurance claim that the Customer has made, then the Customer acknowledges and accepts the responsibility of payment of any excess due and payable to the insurance company and agrees to honour their obligation for payment when due, for all Services carried out by EEBOP, regardless of whether the insurance claim is successful.

2.1. Where the Customer elects to appoint an authorised agent/representative, the Customer thereby acknowledges and accepts that once introduced that person shall have the full authority of the Customer to order or request any variation thereto, any Goods and/or Services, on the Customer’s behalf (such authority shall continue until all requested Goods and/or Services have been delivered and/or completed, or the Customer otherwise notifies EEBOP in writing that said person is no longer the Customer’s authorised agent/representative).
2.2. Subject to clause 2.1, if the authorised agent/representative is to have limited authority imposed by the Customer, then the Customer’s must serve notice in writing, to EEBOP, detailing the specifically boundaries that apply.
2.3. Notwithstanding the conditions of clause 2.2, the Customer remains liable for all additional costs incurred by EEBOP (including EEBOP’ profit margin) in providing any Goods and/or Services, or variation/s regardless of whether the Customer requested the supply directly or the Customer’s authorised agent/representative.

3.1. EEBOP shall have no liability, unless attributed to negligence and/or willful misconduct by EEBOP, arising from any typographical, clerical, or other error, mistake or omission in any information, communication or other document or information issued by it.

4.1. At EEBOP’ sole discretion, the Price shall be:
(a) As indicated on any invoice/s furnished by EEBOP to the Customer;
(b) As per EEBOP’ Price list;
(c) EEBOP’ quoted Price (subject to clause 5) which will be valid for the period stated in the quotation, as otherwise for a period of 30 Business Days.
4.2. Deposits due, are at the discretion of EEBOP and the deposit amount may vary due to the nature of the Services or Goods to be supplied. Any deposit required will be stated at the time of quoting and shall become immediately due and payable upon EEBOP’ acceptance.
4.3. The Price will be payable by the Customer on the date determined by EEBOP, which may be:
(a) On or before the supply/delivery of the Goods and/or Services; or
(b) By progress payment/instalment as agreed by the two parties from time to time; or
(c) 20 Business Days following the end of the month in which a statement is posted/emailed to the Customer’s address for service of notices for credit account approved Customers; or
(d) The date specified on any invoice/s or other form as being the date for payment; or
(e) Failing any notice to the contrary, the due date will be 7 Business Days following the date of any invoice/s furnished by EEBOP to the Customer.
4.4. Payment is accepted by either electronic bank transfer, credit card (a surcharge may apply per transaction) or by any other method as agreed to between the Customer and EEBOP.
4.5. 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 EEBOP nor to withhold payment of any invoice because part of that invoice is in dispute. Where the Customer believes that there has been a mistake made, EEBOP requests that the Customer contacts EEBOP within 7 Business Days of receipt of the invoice/statement, so that EEBOP may investigate any alleged error. If a mistake has occurred, the Customer’s subsequent invoice/statement will be adjusted.
4.6. Unless otherwise stated, the Price will always be inclusive of GST. In addition, the Customer must pay any other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the price.

5.1. EEBOP reserves the right to amend the Price (upon written notice to the Customer):
(a) If a variation to the Services which are to be provided is requested; or
(b) If a variation to the plans or specifications of any Goods and/or Services, or the Customer information or instructions, is requested (including but not limited to, additional work required due to hidden, access limitation, discovery of asbestos, delays due uncompleted works by another third-party contractor, or unidentifiable difficulty not evident prior to provision of the Services, any request to investigate and/or repair any faults or defects outside EEBOP’ normal business hours, etc.); or
(c) Call-out: – Outside the normal business hours (including but not limited to working, through lunch breaks, weekends and/or Public Holidays), or an emergency Call-out for critical equipment after hours, or causes EEBOP to cancel or reschedule other work, are subject to a minimum Call-Out fee of two (2) hours labour cost plus a per kilometer travelled rate plus any Goods used to undertake the Works, unless otherwise agreed between EEBOP; or
(d) Inspection and Assessments: – Where the Customer requests EEBOP to diagnose a fault that requires investigation, disassembly, testing and/or reporting, the Customer shall be liable for all costs involved in doing so, irrespective of whether the repair goes ahead or not; or
(e) As a result of increases beyond EEBOP’ reasonable control in the cost of materials or labour (e.g., third-party suppliers’ costs, etc.), or due to currency exchange rate.
5.2. Any variations to the Customer’s original quote, will be described in full as a variation on the invoice. The Customer will be required to respond to any variation invoice presented by EEBOP to the Customer within 7 Business Days from the date of receipt of the invoice, failure to comply will permit EEBOP to assume that the variation invoice is accepted without dispute. Payment will be due as per the date stated on the said invoice.

6.1. Delivery (“Delivery”) and/or (“Return”) of the Goods is understood to occur when:
(a) The designated courier company records a signed receipt of pick-up of the Goods at EEBOP’ Our address; or
(b) The designated courier company records a signed receipt of pick-up from the Customer and return of the Goods to EEBOP’ address.
6.2. Any Delivery costs associated with the supply of Goods or Services shall be either included or in addition to the Price and as such will be stated on the invoice issued to the Customer by EEBOP. Additional Charges may apply where Delivery or Return is subject to a rural area pick-up.
6.3. Delivery dates for the supply of the Goods and/or Services will only always be an estimate, as delays may occur beyond EEBOP’ control i.e., Third Party EEBOPs, Force Majeure etc. Unless otherwise agreed, the Customer must take Delivery of the Goods by receipt or collection each time they are presented for Delivery by EEBOP or EEBOP’ designated courier. EEBOP will not be liable for any loss or damage incurred by the Customer because of Delivery being late, however, EEBOP will at every opportunity liaise with the Customer to ensure Delivery does take place, as soon as reasonably possible.
6.4. At EEBOP’ sole discretion, if the Customer is unable to take Delivery of the Goods as arranged, the Customer accepts that an additional fee for redelivery and/or storage may apply.

7.1. The Customer shall, prior to commencement of the Services:
(a) Ensure the Worksite access is always free and clear to enable EEBOP to carry out the Services. EEBOP shall not be liable for any loss or damage to the Worksite, such as any destruction of pathways, tiling, driveways, or grassed areas), unless proven to be, due to the negligence of EEBOP;
(b) Ensure EEBOP, while at the Worksite, is supplied with adequate access to available water, electricity, toilet and washing facilities as required;
(c) Where agreed between the two parties, the Customer will supply EEBOP a safe area for storage at the Worksite for the Goods and/or EEBOP’ tools required to carry out the Services and shall take all reasonable efforts to protect all items from destruction, theft, or damage. If any of the stored items are destroyed, stolen or damaged, then the cost of replacement or repair shall be the Customer’s responsibility;
(d) Confirm that the structure of the premises, or equipment in or upon which the Goods are to be installed is sound and will sustain the installation and the Services incidental thereto and that any electrical connections (including but not limited to, meter boxes, main switches, circuit breakers, and electrical cable) are of suitable capacity to handle the Goods once installed. If for any reason (including the discovery of asbestos, defective or unsafe wiring or dangerous access etc.) that EEBOP, or employees of EEBOP, reasonably form the opinion that the Customer Worksite is not suitable for the installation of the Goods to proceeds, then EEBOP shall be entitled to delay installation of the Goods as per clause 6.3;
(e) Remove any furniture, personal effects, or other property likely to impede EEBOP on the Worksite, to minimise the risk of injury or any damage;
(f) The Customer must advise EEBOP:
(i) The precise locations all hidden services (including but not limited to, electrical services, gas services, plumbing services such as, pumping services, irrigation pipes, sewer sludge mains, sewer connections and water mains or telecommunication cables, fibre optic cables, oil pumping mains and any other services that may be on the Worksite. All due care will always be exercised by EEBOP to avoid any damage to any hidden services; and
(ii) Before EEBOP commences any Services and/or the installation of the Goods, if Pseudomosas syringae pv. actinidiae (PSA) or any other notifiable disease is present onsite, the Customer agrees to provide EEBOP with the appropriate facilities to comply with local PSA decontamination regulations.
7.2. If asbestos or any other toxic substances are discovered at the Worksite, it shall be the Cient’s responsibility to ensure the safe removal of the same. The Customer further agrees to indemnify EEBOP against any costs incurred by EEBOP because of such discovery. Unless agreed otherwise, under no circumstances will EEBOP handle removal of asbestos products.
7.3. Extension Of Time “EOT” – EEBOP may at any time, at his/her discretion, seek an extension of time, to put back the commencement date and/or extend the Services period for completion, by giving the Customer notice, (such written notice shall include the reasons and the requested length of said extension) which the grounds of extension are based upon because of:
(a) Any variations as per clause 5;
(b) Any delay in the supply or manufacture of Goods required for the Services;
(c) Suspension of Services if the Construction Contract Act 2002 applies;
(d) Inclement weather and the consequences of the weather to the Worksite access and safety and/or the ability to work; or
(e) A force majeure event as per clause 23 (but only for the period that the force majeure event affects the Services); and
(f) Delay by any local or other authority in granting any necessary consent or approval; and
(g) Any dispute with adjoining residents (including tenants), neighbours, or owners pertaining to boundaries;
(h) Any act, default, delay, or omission on the part of the Customer in providing instructions, making payment, or doing anything necessary (including but not limited to, selecting items for the Services or the Worksite being ready for commencement of the Services and has suitably notified EEBOP) to allow the Services to proceed;
(i) anything outside EEBOP’ reasonable control.
7.4. The Customer Accepts And Agrees That:
(a) Unless otherwise agreed by both parties in writing, all dimensions, plans, and specifications pertaining to the Services shall be in line with customary industry tolerances; and
(b) EEBOP shall be entitled to reply on the accuracy of any plans, specifications or other information provided by the Customer; and
(c) If any such information provided by the Customer or the Customer’s agent/representative is deemed inaccurate then EEBOP shall not be responsible for any losses, damages, or costs (howsoever arising) that the Customer suffers out of the use of the inaccurate plans, specifications, or other information.
7.5. The Customer agrees to indemnify EEBOP in respect of all any liability claims, loss, damage, costs and fines as a result of the premises or equipment being unable to accommodate the installation or damage to services not precisely located as per clauses 7.17.1(d) and 7.17.1(f).
7.6. Nothing in this Contract shall have the effect of limiting or preventing the Contractor from claiming more than one extension of time for a delay specified in clause 7.3.

8.1. Ownership of the Goods which are the subject of this Agreement, shall not pass to the Customer until they are fully paid for, but the risk in the Goods shall be borne by the Customer from the date of dispatch from EEBOP’ premises or designated warehouse (if applicable).
8.2. Prior to ownership passing to the Customer, if any of the Goods are damaged or destroyed following Delivery, EEBOP is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by EEBOP is sufficient evidence of EEBOP’ rights to receive the insurance proceeds without the need for any person dealing with EEBOP to make further enquiries.
8.3. If EEBOP is instructed to leave Goods outside EEBOP’ premises for the Customer’s collection or delivery of Goods to an unmanned worksite, then such Goods will be left, at the Customer’s sole risk.
8.4. EEBOP will not accept responsibility for:
(a) Any defect in other appliances or power points, as a coincidence of EEBOP installing the Goods; and
(b) Any loss or damage caused in accessing the work area beyond reasonable control of EEBOP (including, without limitation, to panels, face brickwork and rendered masonry services) which EEBOP may have to break into or disturb in performance of the Works), unless due to the negligence of EEBOP; and
(c) Any defects in the Goods or appearing in the Works after completion due to the Customer or any third-party using any items that overloads the structure or system to which EEBOP’ Goods are installed or connected to, or by workmanship not performed by EEBOP, shall not be covered by any applicable warranty pertaining to the Goods.
8.5. The Customer acknowledges and accepts that:
(a) If temporary repairs are performed by EEBOP:
(i) EEBOP offers no guarantee against the reoccurrence of the initial fault, or any further damage caused; and
(ii) The Customer will be advised immediately of the fault, with an estimate for the full repair required; and
(iii) EEBOP only accepts responsibility for the components that it replaces, no liability is accepted in respect of any previous components or services supplied by any other third party that subsequently fail after EEBOP has conducted its temporary repair as requested and it is later discovered that the previous components or services were the actual source of the failure; and
(b) Any equipment partly or completely installed on the Worksite, is the Customer’s responsibility to insure, against theft or damage.

9.1. The Customer agrees to examine the Goods (Services on completion) on Delivery and shall satisfy itself that they comply with the quote, description, purchase order or any other document applicable to this Agreement, that the Goods are of merchantable quality, fit for purpose and in a useable condition.
9.2. If the Customer discovers a defect in the quality, or a shortage in the quantity of the Goods, or a failure to comply with EEBOP quote and these terms and conditions, they must immediately notify EEBOP of that defect. If no notice is received by EEBOP within 7 Business Days from the time of delivery, then the Goods and Services shall be presumed to be free from any defect or damage and thereby EEBOP shall have no liability or responsibility for any indirect or consequential injury, loss, damage, or expense whatsoever and howsoever that arises.
9.3. For defective Goods or Services, which EEBOP has agreed in writing that the Client is entitled to reject, EEBOP’ liability (subject to clause 24.3 and the Consumer Guarantee’s Act 1993, where applicable) is limited to either (at EEBOP discretion) replacing the Goods, repairing the Goods, or rectifying the Services.
9.4. Returns for non-defective Goods for credit are only accepted at EEBOP’ discretion which is subject to a restocking and handling fee of 10% of the returned Goods, plus any freight, unless otherwise agreed.
9.5. The Customer acknowledges and accepts that any Goods created by EEBOP based on the Customer’s specifications and plans will not be accepted for credit or return unless the said Goods, are subject to clause 9.1.

10.1. All Goods not manufactured by EEBOP will be subject only to the current warranty provided by the manufacturer of the Goods. EEBOP shall not be bound by nor be responsible for any term, conditions, representation, or warranty other than that which is given by the manufacturer/s of the Goods.
10.2. The conditions applicable to any warranty offered in respect of the Goods and/or Services performed by EEBOP will be subject to applicable legislation as stated in clause 11.1 and the Consumer Guarantees Act 1993 (if applicable) or any Warranty Documentation supplied with the Goods at the point of sale or at the time of installation.
10.3. In the case of second-hand/reconditioned Goods, the Customer acknowledges that full opportunity in inspect the same has been provided and accepts the same with all faults and that no warranty is given by EEBOP as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. EEBOP shall not be responsible for any loss or damage to the Goods or caused by the Goods, or any part thereof however arising.

11.1. Both parties agreed to comply with the provisions of all statutes of New Zealand, regulations and bylaws of Government, local and other public authorities, that may be applicable to the Goods supplied or Services performed, including Health and Safety laws, in accordance with the Health and Safety at Work Act 2015 (“the HSW Act”).
11.2. The Customer shall indemnify and hold EEBOP harmless against all claims, liability, loss, or costs incurred by EEBOP because of a breach by the Customer of this clause 11.1.
11.3. EEBOP acknowledges and agrees:
(a) To always meet its obligations with sections 28 and 34 of the “HSW Act” regarding health and safety laws in the workplace, regardless of whether they may be the party in control of the Worksite or where they may be acting as a sub-contractor for the Customer who has engaged a third-party head-contractor; and
(b) If any Works are to be conducted within and around switchboards (including but not limited to, any live Works or Works undertaken near live conductors) that if the same is found defective or deemed to be unsafe by EEBOP, then EEBOP shall notify the Customer immediately, prior to the power being isolated (especially where a power supply may be necessary for health reasons, such as use of breathing devices) and will not be re-energised until such time, as the existing condition has been rectified and made safe in accordance with the Electrical Safety Regulations. EEBOP’ live Works procedures are designed to eliminate risk of injury to EEBOP’ employees, damage to the Customer’s installations and unexpected power disconnections. The Customer will be liable for any additional charges associated with disconnection and isolation of the power supply; this shall be invoiced in accordance with clause 5.
11.4. Notwithstanding clause 11.1, all work carried out by EEBOP shall be tested, prior to sign-off:
(a) To ensure that it is electrically safe; and
(b) Certify that all cabling work is compliant with Australian and New Zealand Wiring standards, which is relevant with any electrical installation under the Electrical Safety Regulations.
11.5. The Customer will be responsible, at the Customers expense to:
(a) Obtaining any permits, consents, or approvals applicable to the Works, unless otherwise agreed between the two parties; and
(b) Ensure that any Customer supplied materials, are fit for purpose and their intended use. If in EEBOP’ opinion, it believes that the materials supplied are non-conforming products which will not meet New Zealand regulations (Building Code), EEBOP shall be entitled, to reject such materials and/or halt the Works, without prejudice, until the appropriate conforming products are obtained. All costs associated with a change to the plans or specifications will be invoiced in accordance with clause 5.
11.6. The Customer shall indemnify and hold EEBOP harmless against all claims, liability, loss, or costs incurred by EEBOP because of a breach by the Customer of this clause 11.1.

12.1. Title in the Goods and/or Services pass to the Customer when payment for those Goods and/or Services (together with any additional interest or charges as set out in these terms of Trade) have been made in full by way of cleared funds and the Customer’s obligations have been fulfilled.
12.2. Until such time as title passes to the Customer:
(a) The Customer holds the Goods on trust for EEBOP as bailee and must return the Goods to EEBOP on request and irrevocably authorises EEBOP to enter any property where EEBOP believes the Goods are kept and recover possession of them, without EEBOP being liable for any loss or damage caused to the Customer;
(b) The Customer holds the benefit of the Customer’s insurance of the Goods on trust for EEBOP, and must pay to EEBOP the proceeds of any insurance in the event of the Goods being lost, damaged, or destroyed;
(c) If the Customer sells, disposes, parts with possession of the Goods or does anything to the Goods which changes its form, then the Customer must hold the proceeds of any such act on trust for EEBOP, and if the Goods are sold, must pay, or deliver the proceeds to EEBOP on demand; and
(d) The Customer shall not charge or grant an encumbrance over the Goods, nor grant nor otherwise give away any interest in the Goods, while they remain EEBOP’ property.

13.1. The Customer will provide such information and do such acts and execute such further documents as in the opinion of EEBOP may be necessary or desirable to enable EEBOP to perfect under the PPSA the security interest created by these terms and conditions.
13.2. EEBOP may do all things which it thinks desirable to remedy any default by the Customer or otherwise protect all Goods or the security interest created by these terms and conditions.
13.3. The Customer irrevocably appoints EEBOP to be the Customer’s attorney to do anything which EEBOP agrees to do under these terms and conditions and anything which the attorney thinks desirable to protect EEBOP’ interests under these terms and conditions and the Customer ratifies anything done by an attorney under this clause. The Customer agrees sections 114(1)(a), 133 and 134 of the PPSA shall not apply to these terms or the security under these terms and conditions.
13.4. The Customer waives the Customer’s right to receive a copy of the verification statement confirming registration of a financing statement or a financing change statement relating to the security interest created by these terms and conditions.
13.5. The Customer agrees that none of the Customer’s rights as debtor under sections 116, 119, 120(2), 121, 125, 126, 127, 129,131 and 132 of the PPSA shall apply to these terms and conditions.
13.6. The Customer also agrees, where the Customer has rights in addition to those in Part 9 of the PPSA, those rights will continue to apply.
13.7. The Customer must not change the Customer’s name without first notifying EEBOP of the new name not less than 7 Business Days before the change takes effect.
13.8. The Customer must not allow or permit the creation of a lien over any of the Goods.

14.1. The Customer acknowledges and accepts that by accepting these terms and conditions, it charges all its rights, title, and interest (whether joint or several) in any land, realty, or other assets capable of being charged (including, but not limited to, the payment of any money), 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.
14.2. The Customer indemnifies EEBOP from and against all EEBOP’ costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising EEBOP’ rights under this clause.
14.3. The Customer irrevocably appoints EEBOP and each director of EEBOP as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 14 including, but not limited to, signing any document on the Customer’s behalf.

15.1. All right, title, and interests in and to all Intellectual Property always will remain the exclusive property of EEBOP.
15.2. The Customer agrees to indemnify EEBOP against any claims by third parties for any breach of the Intellectual Property caused by the Customer. Furthermore, where the Customer has supplied any Intellectual Property to EEBOP, the Customer warrants that the supply of such Intellectual Property does not breach any patent, trademark, design, or copyright.
15.3. Unless otherwise advised by the Customer, the Customer agrees that EEBOP shall be entitled (at no cost) to use any Intellectual Property which EEBOP has created pertaining to the end Goods supplied to the Customer for their own benefit and purpose which may include the likes of advertising and marketing etc.

16.1. In any event, EEBOP reserves the right to charge the Customer interest in respect of the late payment of any sums due under this Agreement, calculated and cumulated monthly, at the rate of five percent (5%) per year above the cash rate from time to time of the Reserve Bank of New Zealand, from the due date until receipt of payment.
16.2. EEBOP shall be entitled to suspend or cancel all or any part of this Agreement and/or any other contract or contracts with the Customer, in addition to its other remedies, upon the happening of any of the following events of default:
(a) If any amounts payable by the Customer to EEBOP are overdue; or
(b) If the Customer breaches, or fails to comply or repudiates, any obligation under this Agreement or any other subsequent contract with EEBOP; or
(c) The Customer intimating that they will not pay any sum by the due date; or
(d) Any Goods seized by any other creditor of the Customer or any other creditor intimates that it intends to seize the Goods; or
(e) Any Goods in the possession of the Customer are materially damaged while any sum due from the Customer to EEBOP remains unpaid; or
(f) The Customer dies, becomes insolvent or subject to bankruptcy laws, calls a meeting of creditors, or if a company – enters into an arrangement with creditors or makes an assignment/compromise for the benefit of its creditors, or receivers, managers, liquidations (provisional or otherwise), administrators or any similar party is appointed in respect of the Customer (or any asset of the Customer), has any winding up petition presented against, or ceases to carry on business; or
(g) If the Customer ceases or threatens to cease carrying on business; or
(h) If the ownership or effective control of the Customer is transferred, or the nature of the Customer’s business is materially altered.
16.3. Upon cancellation of this Agreement all sums owing by the Customer to EEBOP shall become immediately due and payable.
16.4. Where any event of default occurs, EEBOP may appoint a receiver in respect of all Goods (including their proceeds) supplied to the Customer and any such receiver may take possession of the Goods and sell them and otherwise exercise all rights and powers conferred on a receiver by law.
16.5. If the Customer owes EEBOP any money the Customer shall indemnify EEBOP from and against all costs and disbursements incurred by EEBOP in recovering the debt, such as, any legal costs on a solicitor and own client basis or internal administration fee (which may include bank dishonour charges that EEBOP has incurred from their banking institute for dishonours or chargebacks) or any collection fees if a debt is passed to a recognised Debt Collection Recovery Agency.

17.1. By EEBOP:
(a) Upon written notice, giving no less than 7 Business Days any time before the Services are carried out; and
(b) EEBOP will repay to the Customer any money paid by the Customer for the Goods or Services, less any amounts owing to EEBOP for any Goods purchased on the Customer’s behalf where credits or refunds cannot be obtained from EEBOP’ third- party suppliers; and
(c) EEBOP shall not be liable for any loss or damage whatsoever arising from such cancellation.
17.2. By the Customer:
(a) Upon written notice, giving no less than 7 Business Days, prior to Delivery of the Goods and/or Services. The Customer remains liable for any costs incurred by EEBOP (including, but not limited to, loss of profit) up to the time of cancellation; or
(b) Where the Customer cancels an order that has commenced:
(i) The initial notification may be by telephone or email but must be confirmed in writing within 7 Business Days; and
(ii) The Customer shall be invoiced for all work completed up until the date of cancellation. Any deposit paid prior to the commencement of the Services will be forfeited in lieu of monies due, however, the Customer remains liable for any monies due over and above any deposit paid; or
(iii) At EEBOP’ discretion, where failure of clause 17.2(b)(i) occurs, the Customer may be required to pay the full quoted Price.
(c) Cancellation is not accepted by EEBOP if the new Goods have been used, if the Customer later changes their mind, unless the cancellation is subject to the Consumer Guarantees Act 1993.

18.1. The Customer authorises EEBOP to collect, retain and use Personal Information about the Customer for the following purposes:
(a) Assessing the Customer’s creditworthiness;
(b) Administering the Customer orders;
(c) Receiving information from one or more credit reference agencies, concerning the credit history of the Customer;
(d) Disclosing credit-related information to, and using the credit services of, one or more credit reference agencies, on a continuing basis at any time and entirely at its discretion concerning the Customer’s credit worthiness.
18.2. For the avoidance of doubt, all authorities given above are continuing authorities, to apply throughout the duration of the term of EEBOP and Customer’s trading relationship.
18.3. The Customer, if an individual, has a right of access to Personal Information about the Customer held by EEBOP and may request correction of the information.
18.4. For the purposes of this clause 18, Personal Information has the meaning given to it in the Privacy Act 2020.

19.1. If either party gives or is required to give notice to the other party under this Agreement, it must be;
(a) In writing;
(b) Directed to the recipient’s address for service of notices specified in the quotation or, proposal (Agreement details) or as advised from time to time; and
(c) Hand-delivered or sent by pre-paid post or by email to that address.
19.2. Notice is taken as received when:
(a) A notice given in accordance with clause 19.1 is taken to be received; or
(b) If hand-delivered on delivery; or
(c) If sent by prepaid post, 5 Business Days after the date of posting for local or regional mail and 10 Business Days after the date of posting for international mail; or
(d) If sent by registered mail, immediately upon signed receipt thereof; or
(e) If sent by email, at the time denoted in an automated receipt notification received by the sender (in the absence of manifest error or tampering) or, if that function is not enabled, upon acknowledgement of receipt by the other party by return email or otherwise).

20.1. If a dispute arises between the parties to this Agreement, then either party shall send to the other party a notice of dispute in writing detailing the grounds of said dispute. Within 14 days after service of a notice of dispute, the parties shall use their reasonable efforts, to attempt to resolve the dispute (each party shall bear their own costs associated with any mediation method). If the dispute cannot be so resolved either party may by further notice in writing delivered by hand or sent by registered mail to the other party stating that such dispute is now to be referred to arbitration in accordance with the Arbitration Act 1996.
20.2. Nothing shall restrict either party’s freedom to commence legal proceedings to preserve any legal right or remedy or protect and proprietary or trade secret right.
20.3. Furthermore, the Customer agrees not to contract any third party to replace EEBOP as their provider of the Services to be supplied under this Agreement until the dispute resolution process in clause 20.1 has been completed, and then only if arbitration has found against EEBOP in its determination, and EEBOP is unable or unwilling to resolve, rectify or correct the issues that have led the arbitrator to find against EEBOP.

21.1. If the Customer is acquiring Services 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 supply of Services by EEBOP to the Customer.

22.1. The Customer shall not assign, sub-license or otherwise transfer this Agreement or any part of it to any other person without the prior written consent of EEBOP.
22.2. EEBOP may assign (including but not limited to, subcontracting out any part of the Services), encumber, declare a trust over or otherwise deal with its rights under this Agreement without the Customer’s consent and the Customer must do, and must ensure, that the Customer’s personnel do anything necessary (including execute any document), that EEBOP may reasonably require to give full effect to this clause, nonetheless, in doing so EEBOP shall not be relieved from any liability or obligation under this Agreement.

23.1. Neither party shall be liable if a Force Majeure event occurs:
(a) The obligations of a party under this Agreement will be suspended to the extent that it is wholly or partially precluded from complying with its obligations under this Agreement by Force Majeure; and
(b) A party affected by Force Majeure must notify the other party as soon as practicable of the Force Majeure and the extent to which that party is unable to comply with its obligations; and
(c) If a failure or delay in performance exceeds 60 Business Days, either party may immediately terminate this Agreement by written notice to the other party.
23.2. Nothing in clause 23.1 shall excuse payment of any amount owing due or which becomes due under the terms of this Agreement.

24.1. If any term or provision of this Agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms and conditions.
24.2. The legality, construction and performance of this Agreement shall be governed by the laws of New Zealand. The Customer agrees that any dispute arising from the Agreement between the two parties that cannot reasonably be resolved by mediation shall then be litigated only, by the jurisdiction of the Courts of New Zealand.
24.3. EEBOP shall be under no liability whatsoever to the Customer for any expenses, claims, costs (including but not limited to, legal fees and commissions), damages suffered or incurred by EEBOP or indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by EEBOP of these terms and conditions, caused by any failure by the Customer to comply with their obligations under this Agreement, or that arise from any claim relating to the Services by any person that the Customer authorises to use the Services, (alternatively EEBOP’ liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods and/or Services supplied under this Agreement).
24.4. The Customer acknowledges and accepts that EEBOP may from time to time amend their general terms and conditions and for disclosure purposes shall do so by, in writing, to the Customer. These subsequent changes for future contracts 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 EEBOP to provide Goods and/or Services to the Customer.

25.1. In this Agreement, unless the context otherwise requires capitalised terms have the meaning set out below:
(a) “Agreement” means these terms and conditions contained herein and shall include the quotation or proposal or any additional schedules (including any authority to hire equipment), annexures, or any other document, which is regarded by the parties to form part thereof, the written Agreement between EEBOP and the Customer.
(b) “Business Days” means a day on which banks are open for business in New Zealand other than a Saturday, Sunday, or public holiday.
(c) “Confidential Information” means any information:
(i) Relating to this Agreement;
(ii) Relating to a quotation, order or proposal or its contents;
(iii) Relating to a Customer of EEBOP
(iv) Disclosed by either party to the other party on the express basis that such information is confidential; or
(v) Which might reasonably be expected by either party to be confidential in nature.
Provided that, where information relates exclusively to one party, nothing in this Agreement will require that party to maintain confidentiality in respect of that information.
(d) “Customer” means the person/s, entities (including but not limited to, partnerships and/or a trust and where applicable shall include the Customer’s executors, administrators, successors and permitted assigns) or any person acting on behalf of and with the authority of the Customer requesting EEBOP to provide the Services as specified in any proposal, quotation, order, invoice, or other documentation.
(e) “Force Majeure” means an event outside the reasonable control of either party, including an act of God, earthquake, adverse weather conditions, flood, storm, fire, explosion, war, rebellion, terrorism, strike, lock-out, industrial action national or global epidemics or pandemic and/or the implementation of regulation, directions, rules or measures being enforced by Governments or embargo, including but not limited to, any Government quarantine restrictions for Goods or individuals.
(f) “Goods” means any goods, equipment, parts, or Services of any kind that EEBOP provides to the Customer as specified in any Agreement, quotation, proposal, order, or any other documentation.
(g) “GST” means Goods and Services Tax, as defined within the Goods and Services Tax Act 1985.
(h) “Intellectual Property” means and includes (whether invisible, electronic or any other form) all brands, contracts, goodwill, logos, formulae, techniques, know-how, specifications, designs, drawings, copyright, manufacturing processes, patents, and trademarks (if any) whether registered or not, software (and source and object code), business strategies and contracts, confidential business information including marketing strategies.
(i) “Personal Information” means information about an identifiable individual by ways of their name, address, D.O.B., occupation, driver’s license details, electronic contact type details, such as, email, IP Address, Facebook, Instagram, or Twitter, or next of kin and any other contact information (if applicable) and were deemed relevant shall include any previous credit applications or credit history details. By the nature of such information, it shall always be considered, Confidential Information.
(j) “PPSA” means Personal Property Securities Act 1999.
(k) “Price” means the Price due under this Agreement for the supply of Goods and/or Services as agreed between EEBOP and the Customer and (if applicable) shall include any GST payable.
(l) “EEBOP” means ELITE ELECTRICAL BOP LIMITED, its successors, and assigns.
(m) “Services” means all Services (including any documentation and where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other) supplied by EEBOP to the Customer and includes any advice or recommendations, and are as described on the invoices, quotation, authorisation form or any other forms as provided by EEBOP to the Customer.
(n) “Worksite” means the land (or that part of the land) that EEBOP reasonably needs to occupy to carry out and practically complete the Services required under this Agreement.
25.2. In this Agreement, unless the context requires otherwise:
(a) Headings: Headings shall be ignored in construing this document;
(b) Joint obligations: An obligation incurred in favour of two or more parties shall be enforceable by them jointly or severally;
(c) Parts of Agreement: References to this Agreement including its clauses, schedules, annexures;
(d) Plurals: This singular shall include the plural and vice versa and word importing one gender shall include every gender and a reference to a person shall include any other legal entity of whatsoever kind and vice versa;
(e) Price: A reference to dollars or $ is to an amount in New Zealand currency;
(f) Statutory Requirements: A reference to a statute, ordinance code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments, or replacements of any of them (whether of the same or any other legislative authority having jurisdiction.
25.3. Neutral Interpretation – nothing in this Agreement is to be interpreted against a party solely on the ground that that party put forward this Agreement or a relevant part of it.