Terms of Trade

Please find our terms and conditions below:

Ownership

• Ownership of goods produced or supplied by Contour Engineering NZ Limited (“Contour Engineering”), or materials supplied as part of services provided by Contour Engineering (“Goods”), shall not pass to the Customer until Contour Engineering receives payment in full and the Customer has performed all its other obligations under these Terms and Conditions of Trade (“Terms”).
• Ownership of all tools, equipment, designs, software, and processes used by Contour Engineering in performing any services for the Customer shall at all times remain with Contour Engineering.

Risk

• Delivery occurs at the time possession of the Goods passes to the Customer (or a person nominated by the Customer). The risk in Goods supplied passes to the Customer on delivery.

Quotation and Acceptance

• Where Contour Engineering provides a written quote for Goods and Services, the quote shall be valid for 30 calendar days from the date of the quote unless withdrawn by Contour Engineering prior to acceptance.
• By instructing Contour Engineering to proceed with supplying the Goods and/or Services you are deemed to have accepted the quote and agreed that the supply of the Goods and Services shall be subject to these Terms.
• Where no written quote is provided, the price for the Goods and Services shall be as per Contour Engineering’s Schedule of Rates applying at the time of delivery.

Price

• The price for the Goods and/or Services shall be the price stated in the written quote or Schedule of Rates (as applicable), subject to any variation agreed in writing.
• The price for Goods or Services is expressed in New Zealand dollars and excludes GST. GST is payable in addition to the price quoted.

Payment

• Unless otherwise agreed in writing, payment for Goods and Services supplied is due by the 20th day of the month following the date of invoice. Contour Engineering may issue invoices monthly for progress claims or upon completion of a job, as applicable. The Customer shall make the payments without set-off or deduction of any kind.
• All invoices issued for services covered by the Construction Contracts Act 2002 shall be issued in the form of a payment claim within the meaning of the Act.

Default

• If payment is not made on the due date, then Contour Engineering may charge default interest at the rate of 2.5% per month. Interest will be calculated daily from the date payment was due until the date payment is received in full.
• Any failure or delay by Contour Engineering to charge interest or exercise its rights does not operate as a waiver of those rights. Contour Engineering may apportion payments to outstanding accounts as it sees fit.

Personal Property Securities Act 1999 (“PPSA”)

• Clause 1 above creates a security interest in the Goods supplied. The Customer grants Contour Engineering a security interest in all of the Customer’s present and after-acquired goods supplied by Contour Engineering, as further security for payment and other obligations under these Terms.
• The Customer agrees to:
  a) Provide all documents and information required to ensure Contour Engineering has a first-ranking perfected security interest in the Goods.
  b) Waive rights under sections 114(1)(a), 116, 120(2), 121, 125, 126, 127, 129, 131, 133, and 134 of the PPSA.
  c) Waive the right to receive verification statements (though Contour Engineering may provide a copy on request).
  d) Give Contour Engineering prior written notice of any change to its name or address.
• Contour Engineering may at any reasonable time enter the Customer’s premises to uplift Goods subject to its security interest.

Warranty and Limitation of Liability

• Contour Engineering warrants that:
  a) Services shall be carried out in a good and workmanlike manner.
  b) Goods and materials used shall be fit for the purpose notified by the Customer in writing.
• Except as set out in these Terms or in any written warranty signed by Contour Engineering, all conditions, guarantees, or warranties (whether implied by law, trade, or custom) are excluded to the maximum extent permitted by law.
• In particular:
  a) All implied terms of the Sale of Goods Act 1908 are excluded.
  b) Guarantees under the Consumer Guarantees Act 1993 are excluded where the Customer acquires Goods or Services for business purposes.
• Contour Engineering is not liable for any indirect, consequential, or financial loss (including loss of profits or business), whether arising in contract, tort (including negligence), or otherwise.
• To the extent Contour Engineering is liable, liability is limited to the lesser of:
  a) The price of the Goods or Services that caused the loss;
  b) The cost of repairs or remedial work; or
  c) The actual loss suffered.
• Defects must be notified in writing within 14 business days of delivery or when they reasonably should have become apparent.
• Contour Engineering may, at its discretion, repair, replace, re-perform, or refund defective Goods or Services if clause 21 has been met.

Intellectual Property

• All intellectual property arising from the production of Goods or provision of Services is the exclusive property of Contour Engineering, unless otherwise agreed in writing.
• Where Goods or Services are based on the Customer’s designs or instructions, the Customer warrants that this will not infringe third-party rights and indemnifies Contour Engineering against any related claims.

Termination

• Either party may terminate these Terms immediately if the other:
  a) Breaches these Terms and fails to remedy within 3 business days of notice;
  b) Becomes insolvent, enters liquidation, or ceases trading;
  c) Has a receiver, administrator, or statutory manager appointed.
• If termination occurs, Contour Engineering may:
  a) Suspend supply of Goods or Services;
  b) Charge default interest;
  c) Enter premises to repossess unpaid Goods;
  d) Terminate these Terms immediately.
• Termination does not affect rights accrued prior to termination.

Notices

• Any notice may be given in person, posted, faxed, or emailed to the Customer (or to any of its directors, agents, or employees if a company).

Privacy of Information

• The Customer authorises Contour Engineering to:
  a) Collect, retain, and use information about the Customer for creditworthiness assessment.
  b) Disclose information to guarantors, insurers, or others necessary to enforce rights under these Terms.

Variation

• Contour Engineering may vary these Terms by written notice. The Customer will be bound by such variation.

Costs

• The Customer must pay all costs (including solicitor–client legal costs) incurred by Contour Engineering in enforcing or attempting to enforce these Terms.

Severance

• If any provision of these Terms is invalid or unenforceable, the remaining provisions continue in force.

No Waiver

• Failure or delay to enforce any right is not a waiver of that right. Waivers must be in writing.

Assignment

• The Customer must not assign or subcontract its rights or obligations under these Terms without prior written consent.

Force Majeure

• Unless otherwise agreed in writing, any time for delivery is approximate only and not of the essence.
• Contour Engineering is not liable for any defect, loss, damage, or delay caused by events beyond its control, including strikes, breakdowns, natural disasters, or government actions.

Jurisdiction

• These Terms are governed by the laws of New Zealand and are subject to the non-exclusive jurisdiction of the New Zealand courts.

Interpretation

• In these Terms:
  a) Words importing the singular include the plural and vice versa.
  b) References to a party include successors, representatives, and permitted assigns.
  c) References to legislation include amendments, re-enactments, or replacements.