Terms and Conditions of Trade – Hillcrest Electronics

Hillcrest Electronic Servicing Limited Terms and Conditions of Trade

Definitions
1. “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.
2. “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 Customer and website, and can be accessed either by the web server or the Customer’s computer. If the Customer does not wish to allow Cookies to operate in the background when using Hillcrest’s website, then the Customer 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.
3. “Customer” means the person/s, entities or any person acting on behalf of and with the authority of the Customer requesting Hillcrest to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
  1. if there is more than one Customer, is a reference to each Customer jointly and severally; and
  2. if the Customer is a partnership, it shall bind each partner jointly and severally; and
  3. if the Customer is a part of a Trust, shall be bound in their capacity as a trustee; and
  4. includes the Customer’s executors, administrators, successors and permitted assigns.
4. “Goods” means all Goods or Services supplied by Hillcrest to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
5. “Hillcrest” means Hillcrest Electronic Servicing Limited, its successors and assigns.
6. “Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between Hillcrest and the Customer in accordance with clause 5
Acceptance
1. The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts Delivery of the Goods.
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.
3. Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
4. The Customer acknowledges that the supply of Goods on credit shall not take effect until the Customer has completed a credit application with Hillcrest and it has been approved with a credit limit established for the account.
5. In the event that the supply of Goods requested exceeds the Customer’s credit limit and/or the account exceeds the payment terms, Hillcrest reserves the right to refuse Delivery.
6. None of Hillcrest’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of Hillcrest in writing nor is Hillcrest bound by any such unauthorised statements.
7. Any advice, recommendation, information, assistance or service provided by Hillcrest in relation to Goods or Services supplied is given in good faith, is based on Hillcrest’s own knowledge and experience and shall be accepted without liability on the part of Hillcrest and it shall be the responsibility of the Customer to confirm the accuracy and reliability of the same in light of the use to which the Customer makes or intends to make of the Goods or Services. The Customer acknowledges that any advice or recommendations by Hillcrest are provided on the basis of Hillcrest’s industry knowledge and experience only and shall not be deemed as specialist advice.
8. The Customer acknowledges and accepts that 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, Hillcrest reserves the right to vary the Price with alternative Goods as per clause , subject to prior confirmation and agreement of both parties. Hillcrest also reserves the right to halt all Services until such time as Hillcrest and the Customer agree to such changes. Hillcrest shall not be liable to the Customer for any loss or damage the Customer suffers due to Hillcrest exercising its rights under this clause.
9. In the event that the Goods and/or Services provided by Hillcrest are:
  1. subject of an insurance claim that the Customer has made, then the Customer shall be responsible for the payment of any monies payable to the insurance company and agrees to honour their obligation for payment for such transactions invoiced by Hillcrest and shall ensure payment is made by the due date irrespective of whether the insurance claim is successful; and
  2. submitted for repair under a warranty, and the claim is declined or payment delayed, the Customer is liable for payment and agrees to pay for any such repair.
10. 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.
Errors and Omissions
1. The Customer acknowledges and accepts that Hillcrest shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
  1. resulting from an inadvertent mistake made by Hillcrest in the formation and/or administration of this Contract; and/or
  2. contained in/omitted from any literature (hard copy and/or electronic) supplied by Hillcrest in respect of the Services.
2. In the event such an error and/or omission occurs in accordance with clause 1, and is not attributable to the negligence and/or wilful misconduct of Hillcrest; the Customer shall not be entitled to treat this Contract as repudiated nor render it invalid.
Change in Control
1. The Customer shall give Hillcrest not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address and contact phone or fax number/s, change of trustees or business practice). The Customer shall be liable for any loss incurred by Hillcrest as a result of the Customer’s failure to comply with this clause.
Price and Payment
1. At Hillcrest’s sole discretion the Price shall be either:
  1. as indicated on any invoice provided by Hillcrest to the Customer; or
  2. Hillcrest’s quoted Price (subject to clause 2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
2. Hillcrest reserves the right to change the Price:
  1. if a variation to the Goods which are to be supplied is requested; or
  2. if a variation to the Services originally scheduled (including any applicable plans, specifications or due to unforeseen circumstances such as obscured or additional defects found on closer inspection, availability of parts, etc.)) is requested; or
  3. in the event of increases to Hillcrest’s in the cost of labour or materials which are beyond Hillcrest’s control.
3. Variations will be charged for on the basis of Hillcrest’s quotation, and will be detailed in writing, and shown as variations on Hillcrest’s invoice. The Customer shall be required to respond to any variation submitted by Hillcrest within ten (10) working days. Failure to do so will entitle Hillcrest to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
4. At Hillcrest’s sole discretion a non-refundable deposit may be required. The deposit amount or percentage of the Price will be stipulated at the time of the order of the Goods or Services and shall become immediately due and payable.
5. Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by Hillcrest, which may be:
  1. on or before Delivery of the Goods;
  2. for certain approved Customers, due twenty (20) days following the end of the month in which a statement is posted to the Customer’s address or address for notices;
  3. the date specified on any invoice or other form as being the date for payment; or
  4. failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by Hillcrest.
6. Payment may be made by electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method as agreed to between the Customer and Hillcrest.
7. Hillcrest may in its discretion allocate any payment received from the Customer towards any invoice that Hillcrest determines and may do so at the time of receipt or at any time afterwards. On any default by the Customer Hillcrest may re-allocate any payments previously received and allocated. In the absence of any payment allocation by Hillcrest, payment will be deemed to be allocated in such manner as preserves the maximum value of Hillcrest’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.
8. 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 Hillcrest nor to withhold payment of any invoice because part of that invoice is in dispute.
Delivery of Goods
1. Delivery (“Delivery”) of the Goods is taken to occur at the time that Hillcrest (or Hillcrest’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.
2. At Hillcrest’s sole discretion the cost of Delivery is in addition to the Price.
3. Hillcrest 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.
4. Any time specified by Hillcrest for Delivery of the Goods is an estimate only and Hillcrest will not be liable for any loss or damage incurred by the Customer 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 Hillcrest is unable to supply the Goods as agreed solely due to any action or inaction of the Customer, then Hillcrest shall be entitled to charge a reasonable fee for redelivery and/or storage.
Risk
1. Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.
2. If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Customer, Hillcrest is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Hillcrest is sufficient evidence of Hillcrest’s rights to receive the insurance proceeds without the need for any person dealing with Hillcrest to make further enquiries.
3. If the Customer requests Hillcrest to leave Goods outside Hillcrest’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk.
4. Any items left with Hillcrest for repair are left at the Customer’s risk.
5. The Customer acknowledges and accepts that:
  1. it is their sole responsibility to ensure the equipment is insured adequately or at all;
  2. Hillcrest is only responsible for parts that are replaced by Hillcrest and does not at any stage accept any liability in respect of previous Services and/or Goods supplied by any other third party that subsequently fail and found to be the source of the failure, the Customer agrees to indemnify Hillcrest against any loss or damage to the Goods, or caused by the Goods, or any part thereof howsoever arising;
  3. Hillcrest shall not be held responsible or liable for:
    - any loss, corruption, or deletion of files or data (including, but not limited to, diskettes, CDs, DVDs, PC cards or software programmes) resulting from illegal hacking or Services provided by Hillcrest;
    - any unlicensed software, data loss or problems arising caused by the user or software;
  4. where Hillcrest has performed temporary repairs on the equipment that Hillcrest:
    - offers no guarantee against the reoccurrence of the initial fault, or any further damage caused; and
    - will immediately advise the Customer of the fault and shall provide the Customer with an estimate for the full repair if economical to repair.
  5. Hillcrest has the right to postpone or refuse to provide Services where Hillcrest deems the equipment under agreement is no longer economically repairable. Hillcrest will provide the Customer with a proposal to replace such equipment if applicable.
  6. Where the Customer requests Hillcrest to dispose of equipment or parts that may require dumping or specialist disposal methods to be used; then Hillcrest shall reserve the right to charge the Customer for all associated disposal costs.
Worksite Access
1. The Customer shall ensure that Hillcrest has clear and free access to the Worksite at all times to enable them to undertake the Services (including carrying out Worksite inspections, gain signatures for required documents, and for the delivery and installation of the Goods). Hillcrest shall not be liable for any loss or damage to the Worksite (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of Hillcrest.
Title
1. Hillcrest and the Customer agree that ownership of the Goods shall not pass until:
  1. the Customer has paid Hillcrest all amounts owing to Hillcrest; and
  2. the Customer has met all of its other obligations to Hillcrest.
2. Receipt by Hillcrest 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.
3. It is further agreed that until ownership of the Goods passes to the Customer in accordance with clause 1:
  1. the Customer is only a bailee of the Goods and must return the Goods to Hillcrest on request;
  2. the Customer holds the benefit of the Customer’s insurance of the Goods on trust for Hillcrest and must pay to Hillcrest the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;
  3. the Customer 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 Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for Hillcrest and must pay or deliver the proceeds to Hillcrest on demand;
  4. the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of Hillcrest and must sell, dispose of or return the resulting product to Hillcrest as it so directs;
  5. the Customer irrevocably authorises Hillcrest to enter any premises where Hillcrest believes the Goods are kept and recover possession of the Goods;
  6. Hillcrest may recover possession of any Goods in transit whether or not Delivery has occurred;
  7. 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 the property of Hillcrest; and
  8. Hillcrest may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.
Personal Property Securities Act 1999 (“PPSA”)
1. Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that:
  1. these terms and conditions constitute a security agreement for the purposes of the PPSA; and
  2. a security interest is taken in all Goods that have previously been supplied and that will be supplied in the future by Hillcrest to the Customer, and the proceeds from such Goods as listed by Hillcrest to the Customer in invoices rendered from time to time.
2. The Customer undertakes to:
  1. sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Hillcrest may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
  2. indemnify, and upon demand reimburse, Hillcrest for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
  3. not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods or the proceeds of such Goods in favour of a third party without the prior written consent of Hillcrest; and
  4. immediately advise Hillcrest of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
3. Hillcrest and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
4. The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA.
5. Unless otherwise agreed to in writing by Hillcrest, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
6. The Customer shall unconditionally ratify any actions taken by Hillcrest under clauses 1 to 10.5.
7. Subject to any express provisions to the contrary (including those contained in this clause 10), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
Security and Charge
1. In consideration of Hillcrest agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, and the Customer grants a security interest in all of its present and after-acquired property, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money). The terms of the charge and security interest are the terms of Memorandum 2018/4344 registered pursuant to s.209 of the Land Transfer Act 2017.
2. The Customer indemnifies Hillcrest from and against all Hillcrest’s costs and disbursements including legal costs on a solicitor and own Customer basis incurred in exercising Hillcrest’s rights under this clause.
3. The Customer irrevocably appoints Hillcrest and each director of Hillcrest as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 11 including, but not limited to, signing any document on the Customer’s behalf.
Defects
1. The Customer shall inspect the Goods on Delivery and shall within twenty-four (24) hours of Delivery (time being of the essence) notify Hillcrest of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford Hillcrest an opportunity to inspect the Goods within a reasonable time following Delivery if the Customer believes the Goods are defective in any way. If the Customer fails to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Hillcrest has agreed in writing that the Customer is entitled to reject, Hillcrest’s liability is limited to either (at Hillcrest’s discretion) replacing the Goods or repairing the Goods.
2. Goods will not be accepted for return other than in accordance with 1 above.
3. Subject to clause 1, non-stocklist items or Goods made to the Customer’s specifications are not acceptable for credit or return.
Warranty
1. Subject to the conditions of warranty set out in clause 2 Hillcrest warrants that if any defect in any Services provided by Hillcrest becomes apparent and is reported to Hillcrest within ninety (90) days of the date of Delivery (time being of the essence) then Hillcrest will either (at Hillcrest’s sole discretion) replace or remedy the defect.
2. The conditions applicable to the warranty given by clause 1 are:
  1. the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
    - failure on the part of the Customer to properly maintain any Goods or serviced item; or
    - failure on the part of the Customer to follow any instructions or guidelines provided by Hillcrest; or
    - any use of any Goods or serviced item otherwise than for any application specified on a quote or order form; or
    - the continued use of any Goods or serviced item after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
    - fair wear and tear, any accident or act of God.
  2. the warranty shall cease and Hillcrest shall thereafter in no circumstances be liable under the terms of the warranty if the defect is repaired, altered or overhauled without Hillcrest’s consent.
  3. in respect of all claims Hillcrest shall not be liable to compensate the Customer for any delay in either replacing or remedying the defective Goods or Services or in properly assessing the Customer’s claim.
3. For Goods not manufactured by Hillcrest, the warranty shall be the current warranty provided by the manufacturer of the Goods. Hillcrest 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 Goods.
4. In the case of second hand Goods, the Customer acknowledges that full opportunity to inspect the same has been provided and accepts the same with all faults and that no warranty is given by Hillcrest as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. Hillcrest shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.
Consumer Guarantees Act 1993
1. If the Customer is acquiring Goods for the purposes of a trade or business, the Customer acknowledges that the provisions of the Consumer Guarantees Act 1993 (“CGA”) do not apply to the supply of Goods by Hillcrest to the Customer.
Intellectual Property
1. The Customer warrants that all designs, specifications or instructions given to Hillcrest will not cause Hillcrest to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify Hillcrest against any action taken by a third party against Hillcrest in respect of any such infringement.
2. The Customer agrees that Hillcrest may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Hillcrest has created for the Customer.
Default and Consequences of Default
1. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Hillcrest’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
2. If the Customer owes Hillcrest any money the Customer shall indemnify Hillcrest from and against all costs and disbursements incurred by Hillcrest in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own Customer basis, Hillcrest’s collection agency costs, and bank dishonour fees).
3. Further to any other rights or remedies Hillcrest may have under this Contract, if a Customer has made payment to Hillcrest, and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Hillcrest under this clause 16 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations under this Contract.
4. Without prejudice to Hillcrest’s other remedies at law Hillcrest shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to Hillcrest shall, whether or not due for payment, become immediately payable if:
  1. any money payable to Hillcrest becomes overdue, or in Hillcrest’s opinion the Customer will be unable to make a payment when it falls due;
  2. the Customer has exceeded any applicable credit limit provided by Hillcrest;
  3. the Customer becomes insolvent, 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
  4. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
Cancellation
1. Without prejudice to any other remedies Hillcrest may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions Hillcrest may suspend or terminate the supply of Goods to the Customer. Hillcrest will not be liable to the Customer for any loss or damage the Customer suffers because Hillcrest has exercised its rights under this clause.
2. Hillcrest may cancel any Contract to which these terms and conditions apply or cancel Delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice Hillcrest shall repay to the Customer any money paid by the Customer for the Goods. Hillcrest shall not be liable for any loss or damage whatsoever arising from such cancellation.
3. In the event that the Customer cancels Delivery of Goods the Customer shall be liable for any and all loss incurred (whether direct or indirect) by Hillcrest as a direct result of the cancellation (including, but not limited to, any loss of profits).
4. Cancellation of orders for Goods made to the Customer’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
Privacy Policy
1. All emails, documents, images or other recorded information held or used by Hillcrest is “Personal Information” as defined and referred to in clause 3 and therefore considered confidential. Hillcrest acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 2020 (“the Act”) including Part II of the OECD Guidelines as set out in the Act. Hillcrest acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Customer’s Personal Information, held by Hillcrest that may result in serious harm to the Customer, Hillcrest will notify the Customer in accordance with the Act. Any release of such Personal Information must be in accordance with the Act and must be approved by the Customer by written consent, unless subject to an operation of law.
2. Notwithstanding clause 1, privacy limitations will extend to Hillcrest in respect of Cookies where the Customer utilises Hillcrest’s website to make enquiries. Hillcrest agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Customer’s:
  1. IP address, browser, email Customer type and other similar details;
  2. tracking website usage and traffic; and
  3. reports are available to Hillcrest when Hillcrest sends an email to the Customer, so Hillcrest may collect and review that information (“collectively Personal Information”)If the Customer consents to Hillcrest’s use of Cookies on Hillcrest’s website and later wishes to withdraw that consent, the Customer may manage and control Hillcrest’s privacy controls via the Customer’s web browser, including removing Cookies by deleting them from the browser history when exiting the site..
3. The Customer authorises Hillcrest or Hillcrest’s agent to:
  1. access, collect, retain and use any information about the Customer;
    - including, name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice for the purpose of assessing the Customer’s creditworthiness; or
    - for the purpose of marketing products and services to the Customer.
  2. disclose information about the Customer, whether collected by Hillcrest from the Customer directly or obtained by Hillcrest from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Customer.
4. Where the Customer is an individual the authorities under clause 3 are authorities or consents for the purposes of the Privacy Act 2020.
5. The Customer shall have the right to request (by e-mail) from Hillcrest, a copy of the Personal Information about the Customer retained by Hillcrest and the right to request that Hillcrest correct any incorrect Personal Information.
6. Hillcrest will destroy Personal Information upon the Customer’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
7. The Customer can make a privacy complaint by contacting Hillcrest via e-mail. Hillcrest will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within twenty (20) days of receipt of the complaint. In the event that the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Privacy Commissioner at http://www.privacy.org.nz.
Compliance with Laws
1. The Customer and BES shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services, including any WorkSafe health and safety laws relating or any other relevant safety standards or legislation pertaining to the Services.
2. All work will be tested to ensure that it is electrically safe and is in accordance with the wiring rules and other standards applying to the electrical installation under the Electrical Safety Regulations. All of the cabling work will comply with all relevant Australian and New Zealand Wiring standards.
Service of Notices
1. Any written notice given under this Contract shall be deemed to have been given and received:
  1. by handing the notice to the other party, in person;
  2. by leaving it at the address of the other party as stated in this Contract;
  3. by sending it by registered post to the address of the other party as stated in this Contract;
  4. if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
  5. if sent by email to the other party’s last known email address.
2. Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
Trusts
1. If the Customer at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not Hillcrest may have notice of the Trust, the Customer covenants with Hillcrest as follows:
  1. the Contract extends to all rights of indemnity which the Customer now or subsequently may have against the Trust and the trust fund;
  2. the Customer has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Customer against the Trust or the trust fund. The Customer will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;
  3. the Customer will not without consent in writing of Hillcrest (Hillcrest will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
    - the removal, replacement or retirement of the Customer as trustee of the Trust;
    - any alteration to or variation of the terms of the Trust;
    - any advancement or distribution of capital of the Trust; or
    - any resettlement of the trust property.
General
1. Any dispute or difference arising as to the interpretation of these terms and conditions or as to any matter arising herein, shall be submitted to, and settled by, mediation before resorting to any external dispute resolution mechanisms (including arbitration or court proceedings) by notifying the other party in writing setting out the reason for the dispute. The parties shall share equally the mediator’s fees. Should mediation fail to resolve the dispute, the parties shall be free to pursue other dispute resolution avenues.
2. The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
3. These terms and conditions and any Contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Rotorua Courts of New Zealand.
4. Subject to the CGA, Hillcrest shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by Hillcrest of these terms and conditions (alternatively Hillcrest’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
5. Hillcrest may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Customer’s consent.
6. The Customer cannot licence or assign without the written approval of Hillcrest.
7. Hillcrest may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Customer agrees and understands that they have no authority to give any instruction to any of Hillcrest’s sub-contractors without the authority of Hillcrest.
8. The Customer agrees that Hillcrest may amend their general terms and conditions for subsequent future Contracts with the Customer by disclosing such to the Customer in writing. These changes 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 Hillcrest to provide Goods to the Customer.
9. Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, national or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments or embargo, including but not limited to, any Government imposed border lockdowns (including, worldwide destination ports), etc, (“Force Majeure”) or other event beyond the reasonable control of either party. This clause does not apply to a failure by the Customer to make a payment to Hillcrest.
10. Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.

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cookielawinfo-checkbox-analytics	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Analytics".
cookielawinfo-checkbox-functional	11 months	The cookie is set by GDPR cookie consent to record the user consent for the cookies in the category "Functional".
cookielawinfo-checkbox-necessary	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookies is used to store the user consent for the cookies in the category "Necessary".
cookielawinfo-checkbox-others	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Other.
cookielawinfo-checkbox-performance	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Performance".
viewed_cookie_policy	11 months	The cookie is set by the GDPR Cookie Consent plugin and is used to store whether or not user has consented to the use of cookies. It does not store any personal data.