Terms & Conditions of Trade

IGNITE ELECTRICAL TERMS & CONDITIONS OF TRADE

1. INTRODUCTION
1.1 The following Terms are applicable to the provision of Works by Ignite. These Terms may only be amended with consent of both parties in writing. Where the Client has entered into a separate agreement with Ignite, these Terms shall also apply except to the extent that there is any inconsistency between these Terms and the separate agreement, in which case the relevant provision of the separate agreement shall prevail.

2. DEFINITIONS
2.1 Agreement means the Terms contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Agreement.
2.2 Client means the person/s ordering the Works as specified in any invoice, document, or order, and if there is more than one Client is a reference to each Client jointly and severally.
2.3 Delivery means:
(a) Where Ignite directly brings the Materials onto site, then on commencement of the Works; or
(b) Where the Materials are delivered separately by Ignite to the Client, or prior to commencement of the Works, then in accordance with clause 9.1.
2.4 Electrical Certification means any certificate required by law relating to the certification of the Work, including under Section 19(1)(e) of the Building Act 2004, Sections 6A(2) or 74A of the Electrical (Safety) Regulations 2010 or any other applicable legislation.
2.5 Ignite means Ignite Electrical Services Limited, its successors and assigns, or any person acting on behalf of and with the authority of Ignite Electrical Services Limited.
2.6 Practical Completion means:
(a) Where Ignite has been engaged by the Client to complete installation as part of the Work, where the Works have been completed, except for minor defects and minor omissions, which do not prevent the Works from being used for their intended purpose and which can be remedied within 6 weeks or at such other agreed time by the Ignite without causing significant inconvenience to the Client; or
(b) Where Ignite has not been engaged by the Client to complete the installation of the Materials as part of the Work, upon Delivery per clause 10.1 below.
2.7 Price means the Price payable for the Works as agreed between Ignite and the Client in accordance with clause 5 below.
2.8 Quote means a written offer from Ignite to the Client to provide the Works for a specified price subject to the terms and conditions of such offer and these Terms.
2.9 Terms means the terms and conditions set out in this Agreement.
2.10 Works means all services or goods provided by Ignite to the Client (where the context permits the terms “Work”, “Works” or “Materials” shall be interchangeable for the other), including any recommendation or consultancy advice, at the Client’s request.

3. ACCEPTANCE
3.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these Terms if the Client places an order for or accepts the Quote or for provision of any Works.
3.2 Ignite may vary these Terms from time to time and will provide the Client with replacement Terms. If Ignite makes changes to these Terms, then those changes will take effect from the date on which Ignite notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes further request for Ignite to provide any Works to the Client.

4. QUOTATION
4.1 A Client’s acceptance of a Quote constitutes an agreement to purchase Works on the terms and conditions of that Quote and these Terms.
4.2 Where a Quote is given by Ignite, that Quote shall be valid for the term specified in the Quote. If no term is specified, the Quote is valid for thirty (30) days from the date of issue.
4.3 Ignite reserves the right to amend any Quote, by notice to the Client, before acceptance of the Quote by the Client.
4.4 Ignite reserves the right to amend any Quote, by notice to the Client, at any time prior to the supply of the Works, where the amendment is due to an increase in the cost to Ignite that is beyond the control of Ignite.
4.5 Quotes are prepared in accordance with information provided to Ignite by the Client. Ignite will not be liable, nor will it be bound by a Quote where:
(a) The Client provided Ignite with inaccurate information, or any information was omitted; and/or
(b) the Client makes any variations to the Works quoted for.

5. PRICE
5.1 At Ignite’s sole discretion the Price shall be either:
(a) as indicated on Ignite’s Quote (subject to clauses 5.3 and 5.4) which shall be binding upon Ignite provided that the Client shall accept Ignite’s quotation in writing within thirty (30) days; or
(b) as indicated on invoices provided by Ignite to the Client in respect of the Works provided.
5.2 At Ignite’s sole discretion a non-refundable deposit may be required.
5.3 Ignite reserves the right to change the Price:
(a) if a variation to the Works which are to be supplied is requested in writing from the Client and agreed by Ignite; or
(b) if a variation to the Works originally scheduled and quoted for (including any applicable plans or specifications) is requested by the Client and agreed in by Ignite in writing; or
(c) where additional Works are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, unforeseen or unanticipated conditions) which are only discovered on commencement of the Works; or
(d) in the event of increases to Ignite in the cost of labour or materials which are beyond Ignite’s control.

6. PAYMENT
6.1 Time for payment for the Works being of the essence, the Price will be payable by the Client on the date/s determined by Ignite, which may be:
(a) In accordance with Ignite’s default payment schedule, being:
(i) A 50% deposit, payable on Client’s acceptance of the Quote;
(ii) 40% of the Price payable on Practical Completion of the Work.
(iii) 10% of the Price payable on issuance of the Electrical Certification.
For clarity, if Electrical Certification is not required under the Works, then subclause (ii) shall be deemed to read “50% of the Price payable on Practical
Completion of the Work”.
(b) by way of progress payments in accordance with the Ignites specified progress payment schedule (where provided). Such progress payment claims may include the reasonable value of authorised variations and the value of any Materials delivered to the site but not yet installed;
(c) on the date specified on any invoice or other form as being the date for payment; or
(d) failing any notice to the contrary, on the date which is seven (7) days following the date of any invoice given to the Client by the Ignite.
6.2 Payment may be made by cash, electronic/on-line banking, or by any other method as agreed to between the Client and Ignite.
6.3 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to Ignite an amount equal to any GST Ignite must pay for any supply by Ignite under this or any other agreement for the sale of the Materials. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client 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.

7. DEFAULT AND CONSEQUENCES OF DEFAULT
7.1 If the Client fails to pay any sum owed to Ignite, the Client shall pay interest on the amount outstanding. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of five percent (5%) per calendar month (and at Ignite’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
7.2 If the Client owes Ignite any money the Client shall indemnify Ignite from and against all costs and disbursements incurred by Ignite in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Ignite’s collection agency costs, and bank dishonour fees).
7.3 Without prejudice to any other remedies Ignite may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these Terms, Ignite may suspend or terminate the supply of Works to the Client. Ignite will not be liable to the Client for any loss or damage the Client suffers because Ignite has exercised its rights under this clause.
7.4 Without prejudice to Ignite’s other remedies at law Ignite shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Ignite shall, whether or not due for payment, become immediately payable if:
(a) any money payable to Ignite becomes overdue, or in Ignite’s opinion the Client will be unable to make a payment when it falls due;
(b) the Client becomes insolvent or bankrupt, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

8. PROVISION OF THE WORKS
8.1 Subject to clause 8.2 it is Ignite’s responsibility to ensure that the Works start as soon as it is reasonably possible.
8.2 The Works commencement date will be put back and the completion date extended by whatever time is reasonable in the event that Ignite claims an extension of time (by giving the Client written notice) where completion is delayed by an event beyond Ignite’s control, including but not limited to any failure by the Client to:
(a) make a selection; or
(b) have the site ready for the Works; or
(c) notify Ignite that the site is ready.
8.3 Any time or date given by Ignite to the Client is an estimate only. Ignite shall not be liable for any loss or damage whatsoever due to failure by Ignite to deliver the Works (or any part of them) promptly or at all, where due to circumstances beyond the reasonable control of Ignite.
8.4 The Works shall be deemed to be completed when:
(a) the Works carried out under this Agreement and any other separate agreement, have been completed in accordance with these Terms and the terms of the separate agreement; and
(b) The Client is issued a notice of Practical Completion.

9. LICENSING AND SUB-CONTRACTING
9.1 Ignite may licence and/or assign all or any part of its rights and/or obligations under the Agreement without the Client’s consent.
9.2 Ignite can sub-contract out all or any part of the Works without the Client’s consent but shall not be relieved from any responsibility or obligation under this Agreement by doing so.

10. DELIVERY
10.1 Delivery is taken to occur at the time that Ignite (or Ignite’s nominated carrier) delivers the Materials to the Client’s nominated address, even if the Client is not present at the address.
10.2 At Ignite’s sole discretion, the cost of Delivery is either included in, or in addition to, the Price.
10.3 The Client must take Delivery, by receipt or collection of the Materials, whenever they are tendered for Delivery. In the event that the Client is unable to take Delivery, as arranged, then Ignite shall be entitled to charge a reasonable fee for redelivery and/or storage
10.4 Any time or date given by Ignite to the Client is an estimate only. The Client must still accept Delivery, even if late, and Ignite will not be liable for any loss or damage incurred by the Client as a result of Delivery being late.
10.5 The Works are provided on the basis of specifications, information and instructions provided by Ignite to the Client (whether written or verbal). The Client acknowledges that it is their responsibility to ensure that such are detailed sufficiently to satisfy their requirements. The Client acknowledges that items presented for repair may be replaced by refurbished Materials of the same type rather than being repaired.

11. RISK
11.1 Risk of damage to the Works or loss of the Materials passes to the Client on Delivery and the Client must insure the Materials on or before Delivery.
11.2 If any of the Materials are damaged or destroyed following delivery but prior to ownership passing to the Client, Ignite is entitled to receive all insurance proceeds payable for the Works.
11.3 If Ignite retains ownership of the Materials under clause 12 then:
(a) where Ignite is supplying Materials only, all risk for the Materials shall immediately pass to the Client on delivery and the Client must insure the Materials on or before delivery. Delivery of the Materials shall be deemed to have taken place immediately at the time that either;
(i) the Client or the Client’s nominated carrier takes possession of the Materials at Ignite’s address; or
(ii) the Materials are delivered by Ignite or Ignite’s nominated carrier to the Client’s nominated delivery address (even if the Client is not present at the
address).
(b) where Ignite is to both supply and install Materials then Ignite shall maintain a contract works insurance policy until the Works are completed. Upon
completion of the Works all risk for the Works shall immediately pass to the Client.
11.4 The Client acknowledges that any advice or recommendations by the Ignite are provided on the basis of the Ignite’s industry knowledge and experience only and shall not be deemed as specialist advice.
11.5 The Client agrees and acknowledges that, from time to time, in order for Ignite to carry out the Works, the Client must complete site preparations, including earthworks, concerting, foundation or structural requirements may be required. The Client shall complete such preparations at their sole risk and cost. Should any site preparations prohibit or delay Ignite for completing the services, Ignite shall be entitled to recover from the Client any cost incurred by Ignite as a result of the delay.

12. WORKSITE ACCESS AND CONDITIONS
12.1 The Client shall ensure that Ignite has clear and free access to the worksite at all times to enable them to undertake the Works. Ignite 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 due to the negligence of Ignite.
12.2 It shall be the Client’s responsibility (where applicable) to ensure that, prior to commencement of the Works:
(a) all gas and electricity be cancelled or disconnected (from the main supply at the street); and
(b) the Client will supply access to toilet, waste disposal amenities, eating and first aid facilities, if required.

13. COMPLIANCE WITH LAWS
13.1 The Client and Ignite shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Works.
13.2 The Client shall obtain (at the expense of the Client) all licenses and approvals that may be required for the Works.
13.3 The Client agrees that the site will comply with any occupational health and safety laws relating to building/construction sites and any other relevant safety standards or legislation.

14. RETENTION OF TITLE
14.1 Ignite and the Client agree that ownership of the Materials shall not pass until:
(a) the Client has paid Ignite all amounts owing to Ignite; and
(b) the Client has met all of its other obligations to Ignite.
14.2 Where the Works includes installation of security systems (including alarms or other security solutions), home automation systems or devices, Ignite reserves the right to withhold access codes, operation manuals or other associated operational items until the terms of 14.1 have been met in full.
14.3 Receipt by Ignite of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared, or recognised.
14.4 It is further agreed that:
(a) until ownership of the Materials passes to the Client in accordance with clause 14.1 that the Client is only a bailee of the Materials and unless the Materials have become fixtures must return the Materials to Ignite on request.
(b) the Client holds the benefit of the Client’s insurance of the Materials on trust for Ignite and must pay to Ignite the proceeds of any insurance in the event of the Materials being lost, damaged, or destroyed.
(c) the production of these Terms by Ignite shall be sufficient evidence of Ignite’s rights to receive the insurance proceeds direct from the insurer without the need for any person dealing with Ignite to make further enquiries.
(d) the Client must not sell, dispose, or otherwise part with possession of the Materials other than in the ordinary course of business and for market value. If the Client sells, disposes, or parts with possession of the Materials then the Client must hold the proceeds of any such act on trust for the Ignite and must pay or deliver the proceeds to Ignite on demand.
(e) the Client should not convert or process the Materials or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of Ignite and must sell, dispose of or return the resulting product to Ignite as it so directs.
(f) unless the Materials have become fixtures the Client irrevocably authorises Ignite to enter any premises where Ignite believes the Materials are kept and recover possession of the Materials.
(g) Ignite may recover possession of any Materials in transit whether or not Delivery has occurred.
(h) the Client shall not charge or grant an encumbrance over the Materials nor grant nor otherwise give away any interest in the Materials while they remain the property of Ignite.
(i) Ignite may commence proceedings to recover the Price of the Materials sold notwithstanding that ownership of the Materials has not passed to the Client.

15. DEFECTS IN MATERIALS
15.1 The Client shall inspect the Materials and/or completed Works (as applicable) on delivery and shall within seven (7) days of Delivery (time being of the essence) notify Ignite of any alleged defect, shortage in quantity, damage, or failure to comply with the description or quote. The Client shall afford the Ignite an opportunity to inspect the Materials and/or completed Works (as applicable) within a reasonable time following delivery if the Client believes the Materials are defective in any way. If the Client shall fail to comply with these provisions the Materials and/or completed Works (as applicable) shall be presumed to be free from any defect or damage. For defective Materials, which Ignite has agreed in writing that the Client is entitled to reject, Ignite’s liability is limited to either (at Ignite’s discretion) replacing the Materials or repairing the Materials.
15.2 Materials will not be accepted for return other than in accordance with 15.1 above.

16. WARRANTIES
16.1 Subject to the conditions of warranty set out in clause 16.2 Ignite warrants that if any defect in any workmanship of Ignite becomes apparent and is reported to Ignite within twelve (12) months of the date of delivery (time being of the essence) then the Ignite will either (at Ignite’s sole discretion) replace or remedy the workmanship.
16.2 The conditions applicable to the warranty given by clause 16.1 are:
(a) the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
(i) failure on the part of the Client to properly maintain any Materials; or
(ii)failure on the part of the Client to follow any instructions or guidelines provided by Ignite; or
(iii) any use of any Materials otherwise than for any application specified on a quote or order form; or
(iv) the continued use of any Materials after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
(v)fair wear and tear, any accident or act of God.
(b) the warranty shall cease and Ignite shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered, or overhauled without Ignite’s consent.
(c) in respect of all claims Ignite shall not be liable to compensate the Client for any delay in either replacing or remedying the workmanship or in properly assessing the Client’s claim.
16.3 For Materials not manufactured or directly supplied by Ignite, the warranty shall be the current warranty provided by the manufacturer of the Materials. Ignite shall not be bound by nor be responsible for any term, condition, representation, or warranty other than that which is given by the manufacturer of the Materials.

17. CANCELLATION OF WORKS
17.1 Without prejudice to any other rights or remedies Ignite may have, if at any time the Client is in breach of any obligation (including those related to payment and/or failure to remedy any breach in respect of this Agreement within fourteen (14) days of receipt by the Client of such notice(s)) then Ignite may terminate the supply of the Works. Ignite will not be liable to the Client for any loss or damage the Client may suffer because Ignite has exercises its rights under this clause.
17.2 Ignite may cancel any contract to which these Terms apply or cancel supply of the Works at any time before the Works are commenced by giving written notice to the Client. On giving such notice Ignite shall repay to the Client any sums paid in respect of the Price, less any amounts owing by the Client to Ignite for Works already performed. Ignite shall not be liable for any loss or damage whatsoever arising from such cancellation.

18. SUSPENSION OF WORKS
18.1 Where the Agreement is subject to section 24A of the Construction Contract Act 2002 (CCA), the Client hereby expressly acknowledges that:
(a) Ignite 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 Client, and:
(i) the payment is not paid in full by the due date for payment and no payment schedule has been given by the Client; or
(ii) a scheduled amount stated in a payment schedule issued by the Client in relation to the payment claim is not paid in full by the due date for its
payment; or
(iii) the Client has not complied with an adjudicator’s notice that the Client must pay an amount to Ignite by a particular date; and
(iv) Ignite has given written notice to the Client of its intention to suspend the carrying out of construction work under the construction contract.
(b) if Ignite suspends work, it:
(i) is not in breach of contract; and
(ii) is not liable for any loss or damage whatsoever suffered, or alleged to be suffered, by the Client or by any person claiming through the Client; and
(iii) is entitled to an extension of time to complete the contract; and
(iv) 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 adjudicator’s determination has not been complied with.
(c) if Ignite exercises the right to suspend work, the exercise of that right does not:
(i) affect any rights that would otherwise have been available to Ignite under the Contract and Commercial Law Act 2017; or
(ii) enable the Client to exercise any rights that may otherwise have been available to the Client under that Act as a direct consequence of Ignite
suspending work under this provision.

19. CONSUMER GUARANTEES ACT 1993 (CGA)
19.1 If the Client is acquiring Materials for the purposes of a trade or business, the Client acknowledges that the provisions of the CGA do not apply to the supply of Materials by Ignite to the Client.
19.2 Where the CGA does apply, the Client agrees that the maximum extent permitted by law, Ignite’s liability for breach of any implied warranty or conditions which cannot be excluded is limited, at Ignite’s option, to:
(a) supplying the Work again; or
(b) replacing the Work; or
(c) supplying the equivalent Work; or’
(d) where the Work consists of goods, repairing such goods; or
(e) paying the cost of the above.

20. INDEMNITY & LIMITATION OF LIABILITY
20.1 Under no circumstances shall Ignite be liable for any incidental, special, indirect, consequential, or punitive damages, including loss or profits, loss of revenues, loss of business, loss of operations, injury to reputation or loss of goodwill.
20.2 Where Ignite has followed plans and specifications provided by the Client, the Client shall indemnify Ignite against all damages, penalties, costs, and expenses in respect of which Ignite may become liable though the utilisation of those plans and specifications.
20.3 The Client agrees to indemnify Ignite against all liability costs, expenses and losses incurred by Ignite arising from the Client’s breach of these Terms.
20.4 The maximum aggregate amount payable, whether in contract, tort or otherwise, in relation to claims, damages, liabilities, losses or expenses, shall be five times the Price (exclusive of GST and disbursements) with a minimum limit of $NZ10,000 and a maximum limit of $NZ100,000.
20.5 If either Ignite or the Client is found liable to the other (whether in contract, tort or otherwise), and the claiming party and/or a third party has contributed to the loss or damage, the liable party shall only be liable to the proportional extent of its own contribution.

21. DISPUTE RESOLUTION
21.1 In the event of a dispute or agreement arising between Ignite and the Client, the party with a grievance must notify the other party in writing, detailing the relevant dispute. An attempt in good faith to resolve the issues must be made by both parties.
21.2 Should a resolution not be achieved, the matter shall be settled in accordance with section 26 of the CCA and/or by arbitration in accordance with the provisions of the Arbitration Act 1996.

22. SEVERABILITY
22.1 If any provision of this Agreement shall be invalid, void, illegal or unenforceable, the validity, existence, legality, and enforceability of the remaining provisions in this Agreement shall not be affected, prejudiced, or impaired.