1.1. “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting Coast Canopies to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
(a) if there is more than one Client, is a reference to each Client jointly and severally; and
(b) if the Client is a partnership, it shall bind each partner jointly and severally; and
(c) if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
(d) includes the Client’s executors, administrators, successors and permitted assigns.
1.2. “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
1.3. “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when using Coast Canopies’ website, then the Client shall have the right to enable/disable the Cookies first by selecting the option to enable/disable provided on the website, prior to making enquiries via the website.
1.4. “Goods” means all Goods or Services supplied by Coast Canopies to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.5. “Coast Canopies” means Coast Canopies Limited, its successors and assigns.
1.6. “Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between Coast Canopies and the Client in accordance with clause 8 below.
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2. ACCEPTANCE
2.1. The parties acknowledge and agree that:
(a) they have read and understood the terms and conditions contained in this Contract; and
(b) the parties are taken to have exclusively accepted and are immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts Delivery of the Goods.
2.2. In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
2.3. Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
2.4. The Client acknowledges and accepts that:
(a) the supply of Goods on credit shall not take effect until the Client has completed a credit application with Coast Canopies and it has been approved with a credit limit established for the account;
(b) in the event that the supply of Goods requested exceeds the Client’s credit limit and/or the account exceeds the payment terms, Coast Canopies reserves the right to refuse Delivery;
(c) all international sales contracts are subject to the current Incoterms as established and published by the International Chamber of Commerce (ICC);
(d) the supply of Goods for accepted orders may be subject to availability and if, for any reason, Goods are not or cease to be available, Coast Canopies reserves the right to vary the Price with alternative Goods as per clause 6.2 subject to prior confirmation and agreement of both parties; and
(e) Coast Canopies also reserves the right to halt all Services until such time as Coast Canopies and the Client agree to such changes. Coast Canopies shall not be liable to the Client for any loss or damage the Client suffers due to Coast Canopies exercising its rights under this clause.
2.5. None of Coast Canopies’ distributors, agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by Coast Canopies or Coast Canopies’ official spokesperson in writing, nor is Coast Canopies bound by any such unauthorised statements.
2.6. Any advice, recommendation, information, assistance or service provided by Coast Canopies in relation to the Goods or Services supplied is given in good faith to the Client or the Client’s agent and is based on Coast Canopies’ own knowledge and experience and shall be accepted without liability on the part of Coast Canopies. Where such advice or recommendations are not acted upon then Coast Canopies shall require the Client or their agent to authorise commencement of the Services in writing. Coast Canopies shall not be liable in any way whatsoever for any damages or losses that occur after any subsequent commencement of the Services.
2.7. Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied 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.
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3. ERRORS AND OMISSIONS
3.1. The Client acknowledges and accepts that Coast Canopies shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
(a) resulting from an inadvertent mistake made by Coast Canopies in the formation and/or administration of this Contract; and/or
(b) contained in/omitted from any literature (hard copy and/or electronic) supplied by Coast Canopies in respect of the Services.
3.2. If such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful misconduct of Coast Canopies; the Client:
(a) shall not be entitled to treat this Contract as repudiated nor render it invalid; but
(b) shall not be responsible for any additional costs incurred by Coast Canopies arising from the error or omission.
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4. AUTHORISED REPRESENTATIVES
4.1. The Client acknowledges that Coast Canopies shall (for the duration of the Services) liaise directly with one (1) authorised representative, and that once introduced as such to Coast Canopies, that person shall have the full authority of the Client to order any Goods, Services, and/or to request any variation thereto on the Client’s behalf. The Client accepts that they will be solely liable to Coast Canopies for all additional costs incurred by Coast Canopies (including Coast Canopies’ profit margin) in providing any Goods, Services, or variation/s requested thereto by the Client’s duly authorised representative.
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5. CHANGE IN CONTROL
5.1. The Client shall give Coast Canopies not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address and contact phone o9. DELIVERY
9.1. Delivery (“Delivery”) of the Goods is taken to occur at the time that:
(a) the Client or the Client’s nominated carrier takes possession of the Goods at Coast Canopies’ address; or
(b) Coast Canopies (or Coast Canopies’ nominated carrier) delivers the Goods to the Client’s nominated address, even if the Client is not present at the address.
9.2. The type of Delivery contract applicable to international sales shall be specified in writing on Coast Canopies’ quotation as defined in accordance with the Incoterms.
9.3. The cost of Delivery is either included in the Price or is in addition to the Price as agreed between the parties.
9.4. The Services commencement date will be delayed and/or the completion date extended by whatever time is reasonable in the event that Coast Canopies claims an extension of time (by giving the Client written notice) where completion is delayed by an event beyond Coast Canopies’ control, including but not limited to any failure by the Client to:
(a) make a selection; or
(b) have the site/vehicle ready for the Services; or
(c) notify Coast Canopies that the site/vehicle is ready.
9.5. Coast Canopies may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
9.6. Any time specified by Coast Canopies for Delivery of the Goods is an estimate only and Coast Canopies will not be liable for any loss or damage incurred by the Client as a result of Delivery being late. However, both parties agree that they shall make every endeavour to enable the Goods to be delivered at the time and place as was arranged between both parties. In the event that Coast Canopies is unable to supply the Goods as agreed solely due to any action or inaction of the Client, then Coast Canopies shall be entitled to charge a reasonable fee for redelivery and/or storage.
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10. PRODUCT SPECIFICATIONS
10.1. The Client acknowledges and accepts that:
(a) all descriptive specifications, illustrations, drawings, data, dimensions, ratings and weights stated in Coast Canopies’ or the manufacturer’s fact sheets, price lists or advertising material are approximate only and are given by way of identification only. The Client shall not be entitled to rely on such information, and any use of such does not constitute a sale by description, and does not form part of the Contract, unless expressly stated as such in writing by Coast Canopies; and
(b) while Coast Canopies may have provided information or figures to the Client regarding the performance of the Goods, the Client acknowledges that Coast Canopies has given these in good faith and are estimates based on industry-prescribed estimates.
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11. ACCURACY OF PLANS
11.1. Coast Canopies shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Client. The Client acknowledges and agrees that in the event that any of this information provided by the Client is inaccurate, Coast Canopies accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications, or other information.
11.2. Where the Client is to supply Coast Canopies with any design specifications (including, but not limited to CAD drawings), the Client shall be responsible for providing accurate data. Coast Canopies shall not be liable whatsoever for any errors in the Services that are caused by incorrect or inaccurate data being supplied by the Client.
11.3. In the event the Client gives information relating to measurements and quantities of Goods required in completing the Services, it is the Client’s responsibility to verify the accuracy of the measurements and quantities, before the Client or Coast Canopies places an order based on these measurements and quantities. Coast Canopies accepts no responsibility for any loss, damages, or costs however resulting from the Client’s failure to comply with this clause.
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12. RISK
12.1. Risk of damage to or loss of the Goods passes to the Client on Delivery, and the Client must insure the Goods on or before Delivery.
12.2. If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, Coast Canopies is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Coast Canopies is sufficient evidence of Coast Canopies’ rights to receive the insurance proceeds without the need for any person dealing with Coast Canopies to make further enquiries.
12.3. If the Client requests Coast Canopies to leave Goods outside Coast Canopies’ premises for collection or to deliver the Goods to an unattended location, then such Goods shall be left at the Client’s sole risk.
12.4. The Client warrants that the structure of the vehicle or equipment in or upon which these Goods are to be installed or erected is sound and will sustain the installation and Services incidental thereto, and Coast Canopies shall not be liable for any claims, demands, losses, damages, costs, and expenses however caused or arising should the vehicle or equipment be unable to accommodate the installation.
12.5. The Client acknowledges that:
(a) stainless steel is a textured material and can be of a porous nature. The Client accepts that products made from this material can rust and mark easily. The Client accepts that care should be taken to maintain the finish and longevity of stainless steel products;
(b) where an anodised surface finish has been selected, slight colour variation may occur between the main unit frame and any installation trims used due to the difference in aluminium alloys available and manufacturing standards and tolerances shall not be deemed to be a defect in the Goods; and
(c) Goods supplied may:
(i) exhibit variations in shade, colour, texture, surface and finish, and may fade or change colour over time. Coast Canopies will make every effort to match batches of product supplied in order to minimise such variations but shall not be liable in any way whatsoever where such variations occur;
(ii) expand, contract or distort as a result of exposure to heat, cold, weather;
(iii) mark or stain if exposed to certain substances; and
(iv) be damaged or disfigured by impact or scratching.
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13. COMPLIANCE WITH LAWS
13.1. The Client and Coast Canopies 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, including any WorkSafe health and safety laws relating or any other relevant safety standards or legislation pertaining 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 Services if applicable.
13.3. Notwithstanding clause 13.1 and pursuant to the Health & Safety at Work Act 2015 (the “HSW Act”), Coast Canopies agrees at all times to comply with sections 28 and 34 of the “HSW Act” with meeting their obligations for health and safety.
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14. TITLE
14.1. Coast Canopies and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid Coast Canopies all amounts owing to Coast Canopies; and
(b) the Client has met all of its other obligations to Coast Canopies.
14.2. Receipt by Coast Canopies 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.
14.3. It is further agreed that until ownership of the Goods passes to the Client in accordance with clause 14.1:
(a) the Client is only a bailee of the Goods and must return the Goods to Coast Canopies on request;
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for Coast Canopies and must pay to Coast Canopies the proceeds of any insurance in the event of the Goods being lost, damaged, or destroyed;
(c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods, then the Client must hold the proceeds of any such act on trust for Coast Canopies and must pay or deliver the proceeds to Coast Canopies on demand;
(d) the Client should not convert or process the Goods 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 Coast Canopies and must sell, dispose of or return the resulting product to Coast Canopies as it so directs;
(e) the Client irrevocably authorises Coast Canopies to enter any premises where Coast Canopies believes the Goods are kept and recover possession of the Goods;
(f) Coast Canopies may recover possession of any Goods in transit whether or not Delivery has occurred;
(g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Coast Canopies; and
(h) Coast Canopies may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
r fax number/s, change of trustees or business practice). The Client shall be liable for any loss incurred by Coast Canopies as a result of the Client’s failure to comply with this clause.
20. INTELLECTUAL PROPERTY
20.1. All intellectual property rights, including copyright, trademarks, and patents, in any designs, drawings, documents, or other materials developed by Coast Canopies during the provision of services (the “Services”) shall remain the exclusive property of Coast Canopies.
20.2. The Client acknowledges that under these terms and conditions (including those related to payment), Coast Canopies may revoke the license to use any of its intellectual property.
20.3. The Client shall indemnify Coast Canopies against any claims made by third parties for patent, trademark, design, or copyright infringement, whether directly or indirectly arising out of the design, workmanship, material, construction, or use of the Services or any other deficiency therein. If the Client has supplied drawings, sketches, files, or logos to Coast Canopies, the Client warrants that these do not breach any patent, trademark, design, or copyright, and the Client agrees to indemnify Coast Canopies against any actions taken by third parties.
20.4. Coast Canopies may photograph, video, or record the Project by any means during its duration, and upon completion, for Coast Canopies’ own use, exhibition purposes, award competitions, or publication in journals.
20.5. If the Client requests copyright ownership of designs, drawings, and documents, Coast Canopies may, at its sole discretion, supply the Client with full copyright ownership of the materials, subject to the Client agreeing to pay a specified fee. Any such agreement must be in writing between both parties.
20.6. If the Client publicizes or permits the publication of the Project, Coast Canopies must be credited for its role in the project.
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21. DEFAULT AND CONSEQUENCES OF DEFAULT
21.1. Interest on overdue invoices will accrue daily from the due date, at a rate of two and a half percent (2.5%) per calendar month (with interest compounding monthly at Coast Canopies’ sole discretion) both before and after any judgment.
21.2. If the Client owes Coast Canopies any money, the Client shall indemnify Coast Canopies for all costs incurred in recovering the debt, including internal administration fees, legal costs, collection agency fees, and any dishonor fees from banks.
21.3. In addition to any other rights or remedies, if the Client makes a payment that is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, plus any additional costs incurred by Coast Canopies, where such reversal is deemed illegal, fraudulent, or in violation of the Client’s obligations under this Contract.
21.4. Without prejudice to Coast Canopies’ other remedies, Coast Canopies has the right to cancel any unfulfilled order of the Client, and all amounts owing to Coast Canopies will become immediately payable if:
(a) Any payment becomes overdue or Coast Canopies believes the Client will be unable to make payment when due;
(b) The Client exceeds any applicable credit limit;
(c) The Client becomes insolvent, convenes a meeting with creditors, or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of creditors;
(d) A receiver, manager, liquidator, or similar person is appointed in respect of the Client or any of the Client’s assets.
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22. CANCELLATION
22.1. If either party breaches any obligation under these terms (including payment obligations), the other party may suspend or terminate the supply or purchase of goods or services. Neither party will be liable for any loss or damage caused by exercising these rights.
22.2. If Coast Canopies, due to circumstances beyond its reasonable control, is unable to deliver goods to the Client, it may cancel the contract or delivery at any time before goods are delivered, with written notice. Coast Canopies will refund any money paid by the Client for the goods, but will not be liable for any loss or damage arising from the cancellation.
22.3. The Client may cancel the delivery of goods and/or services by giving written notice within twenty-four (24) hours of placing the order. If the Client does not accept delivery, it will be considered a breach of this contract.
22.4. Orders for goods made to the Client’s specifications or for non-stock items cannot be canceled once production has begun or an order has been placed.
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23. PRIVACY POLICY
23.1. All emails, documents, images, or other recorded information held or used by Coast Canopies is considered “Personal Information” and confidential. Coast Canopies acknowledges its obligations under the Privacy Act 2020, including Part II of the OECD Guidelines. If Coast Canopies becomes aware of a data breach or unauthorized disclosure of the Client’s personal information, it will notify the Client in accordance with the Act. Any release of personal information must be approved by the Client in writing, unless required by law.
23.2. Privacy limitations also apply to cookies when the Client uses Coast Canopies’ website. Coast Canopies agrees to inform the Client of any cookies or tracking technologies used on its website.
23.3. The Client authorizes Coast Canopies to access, collect, retain, and use information such as personal details, credit history, and previous credit applications, for assessing creditworthiness and marketing purposes. This information may also be disclosed to other credit providers or reporting agencies.
23.4. The Client has the right to request a copy of their personal information held by Coast Canopies, and to request corrections to any incorrect information.
23.5. Coast Canopies will destroy personal information upon the Client’s request or when no longer required unless it must be maintained for legal obligations.
23.6. If the Client has privacy concerns, they may make a complaint to Coast Canopies via email, and Coast Canopies will respond within seven (7) days. If the Client is unsatisfied with the response, they can contact the Privacy Commissioner.
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24. SERVICE OF NOTICES
24.1. Any written notice under this contract shall be deemed to have been given when:
(a) Handed to the other party in person;
(b) Left at the address stated in the contract;
(c) Sent by registered post to the address stated in the contract;
(d) Sent by facsimile to the fax number stated in the contract (if applicable), upon receipt of confirmation;
(e) Sent by email to the other party’s last known email address.
24.2. Any notice sent by post will be deemed served based on when it would normally be delivered.
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25. TRUSTS
25.1. If the Client is acting as a trustee of any trust, the terms of this contract apply to the trust’s assets, and the Client agrees to maintain full indemnity against the trust and its trustees. The Client will not make any alterations to the trust without Coast Canopies’ written consent.
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26. GENERAL
26.1. If either party fails to enforce any provision of this contract, it does not waive the right to enforce it later. If any provision is found to be invalid, the remaining provisions will remain enforceable.
26.2. This contract will be governed by the laws of New Zealand, and the parties are subject to the jurisdiction of the Napier Courts.
26.3. The liability of Coast Canopies and the Client under this contract is limited to the price of the goods or services provided.
26.4. Coast Canopies may assign or subcontract any part of its obligations under this contract without the Client’s consent, as long as it does not harm the Client.
26.5. The Client cannot assign or sublicense this contract without written approval from Coast Canopies.
26.6. Coast Canopies may subcontract out services but remains liable under the contract. The Client agrees not to give instructions to Coast Canopies’ subcontractors without prior consent from Coast Canopies.
26.7. Coast Canopies may amend its terms and conditions for future contracts by providing written notice to the Client.
26.8. Neither party is liable for default due to an event beyond their control, such as natural disasters, strikes, terrorism, pandemics, or government regulations (Force Majeure).
26.9. Both parties confirm they have the authority to enter into this contract, are not insolvent, and that the contract creates valid legal obligations.
