FORMACRETE LIMITED TRADING AS WADE CONCRETE PRODUCTS
(“Wade Concrete”, “we”, “our”, “us”)
These Terms and Conditions apply to every quotation, order, invoice, sale and supply of goods and services by Wade Concrete Products. Acceptance of any quotation, purchase order, delivery, invoice or payment constitutes acceptance of these Terms and Conditions.
ACCEPTANCE OF QUOTATION AND TERMS & CONDITIONS
The Customer acknowledges and agrees that acceptance of any quotation issued by Wade Concrete Products, whether by written acceptance, email, purchase order, electronic acceptance through Xero, electronic signature, or by instructing Wade Concrete Products to commence manufacture, procure materials, arrange freight, or supply Goods or Services, shall constitute acceptance of these Terms and Conditions of Trade.
These Terms and Conditions shall be deemed to have been read, understood and accepted by the Customer and shall form part of every contract between Wade Concrete Products and the Customer.
Where the Customer provides a purchase order referencing a Wade Concrete quotation, such purchase order shall be deemed to incorporate these Terms and Conditions of Trade, notwithstanding any differing terms contained within the Customer’s purchase order or other documents.
In the event of any inconsistency between the Customer’s terms and these Terms and Conditions, the Wade Concrete Products Terms and Conditions shall prevail unless otherwise expressly agreed in writing by a Director of Formacrete Limited.
1. QUOTATIONS
1.1 Quotations are valid for thirty (30) days unless otherwise stated.
1.2 Prices exclude GST unless specifically stated.
1.3 Freight, craneage, installation, engineering, building consent fees and other third-party costs are excluded unless expressly included in writing.
1.4 Wade Concrete reserves the right to revise pricing prior to manufacture where there are increases in material, labour, freight or supplier costs.
2. ORDERS
2.1 Orders become binding upon acceptance by Wade Concrete.
2.2 Products manufactured specifically for the Customer are non-cancellable once manufacture has commenced.
2.3 Any cancellation may incur charges including labour, engineering, administration, materials, transport and storage costs.
3. PAYMENT
3.1 Wade Concrete may require a deposit before manufacture commences.
3.2 Unless otherwise agreed in writing, payment is due on or before delivery or within approved credit terms.
3.3 Overdue accounts may incur interest at 2.0% per month, calculated daily.
3.4 The Customer shall pay all costs incurred in recovering overdue monies, including debt collection fees, solicitor/client legal costs and court costs.
4. RETENTION OF TITLE & PPSA
4.1 Ownership of all Goods remains with Wade Concrete until payment has been received in full.
4.2 Risk passes to the Customer upon delivery or collection.
4.3 The Customer grants Wade Concrete a security interest under the Personal Property Securities Act 1999 (PPSA). Wade Concrete may register and enforce its security interest at the Customer’s expense. The Customer must do all things reasonably required by Wade Concrete to ensure that the security interest is enforceable and properly registered under the PPSA.
5. DELIVERY AND FREIGHT
(a) Customer Collection
Risk passes immediately once Goods are loaded onto the Customer’s vehicle.
(b) Customer Arranged Freight
Where the Customer appoints its own carrier, risk passes immediately upon loading.
(c) Freight Arranged by Wade Concrete
Where requested, Wade Concrete may arrange delivery through an independent third-party freight contractor. We act solely as your agent and the contractor is an independent contractor. We accept no liability for delay, damage or loss caused by the freight contractor except where directly caused by our own negligence. Risk passes once Goods are loaded onto the contractor’s vehicle.
5.2 Delivery Times
Delivery dates are estimates only. We are not liable for delays caused by weather, road closures, traffic, freight scheduling, crane availability, supplier delays, labour shortages, force majeure or any circumstance beyond our reasonable control.
5.3 Failed Deliveries
Where delivery cannot be completed due to inadequate site access, Customer delay, absence of lifting equipment, unsafe conditions or inability to safely unload, the Customer shall pay all associated costs including additional freight, return freight, storage, waiting time, crane charges, administration costs, vehicle recovery and towing.
5.4 Site Access
The Customer warrants that suitable truck access, turning areas and ground conditions exist and that unloading can be safely completed. The Customer indemnifies Wade Concrete against any costs arising from unsuitable access.
5.5 Storage
Goods remaining in Wade Concrete’s yard after manufacture due to Customer delay may incur storage charges.
5.6 Unloading
Unless specifically included, unloading is the Customer’s responsibility. Suitable lifting equipment and competent personnel must be provided. Wade Concrete accepts no responsibility for lifting or installation after delivery.
5.7 Inspection
The Customer must inspect Goods immediately upon delivery. Visible freight damage must be noted on the freight docket and reported within 24 hours. All other shortages or defects must be reported within 48 hours.
6. CONCRETE PRODUCTS
Concrete is a natural material. Minor variations in colour, texture, aggregate exposure, surface finish, pinholes, shrinkage cracking within tolerance, dimensional tolerances and efflorescence are normal characteristics and shall not constitute defects.
7. INSTALLATION & SITE WORKS
Unless specifically agreed otherwise, Wade Concrete supplies products only. The Customer is responsible for engineering compliance, foundations, drainage, excavation, backfilling, installation, lifting and compliance with all applicable building standards and consents.
8. ENGINEERING
Engineering drawings, designs and specifications provided by Wade Concrete remain our intellectual property unless otherwise accepted. Where responsibility is supplied by others, Wade Concrete accepts no responsibility.
9. WARRANTY
9.1 Wade Concrete warrants that Goods are manufactured using appropriate materials and workmanship consistent with accepted industry practice.
9.2 This warranty is limited to repairing or replacing (at our discretion) any Goods proved defective in materials or workmanship within 12 months of delivery.
9.3 The warranty excludes: incorrect installation, inadequate foundations, settlement, impact damage, misuse, overloading, chemical attack, earthquakes, flooding, weathering, modifications by others and normal wear and tear.
10. CONSUMER GUARANTEES ACT
Where Goods are acquired for business purposes, the Customer agrees that the Consumer Guarantees Act 1993 does not apply. Nothing in these Terms excludes rights that cannot legally be excluded.
11. LIMITATION OF LIABILITY
11.1 To the maximum extent permitted by law, Wade Concrete shall not be liable for any indirect, consequential or special loss or damage including loss of profits, loss of production, loss of contracts, business interruption, delay costs, crane costs, removal costs, replacement costs, accommodation costs, transport costs or any economic loss of any nature.
11.2 The total aggregate liability of Wade Concrete, whether arising in contract, tort (including negligence), equity, statute or otherwise, shall not exceed the invoice value of the specific Goods giving rise to the claim.
11.3 Under no circumstances shall Wade Concrete be liable for any amount exceeding the purchase price actually paid for those Goods.
12. INSURANCE
Wade Concrete maintains commercial insurance appropriate to its operations, including Public Liability ($5,000,000), Statutory Liability ($1,000,000) and Employers Liability ($1,000,000). Such insurance is maintained solely for our protection and does not increase or extend our contractual liability to any Customer.
13. FORCE MAJEURE
Wade Concrete shall not be liable for any delay or failure to perform due to events beyond our reasonable control including natural disasters, storms, flooding, pandemics, strikes, lockouts, transport failures, supplier shortages, government restrictions or other force majeure events.
14. INTELLECTUAL PROPERTY
All drawings, quotations, engineering details, specifications and other documents remain the property of Wade Concrete. They must not be copied or disclosed without our prior written consent.
15. RETURNS
No Goods may be returned without prior written approval. Custom manufactured Goods cannot be returned unless defective. Approved returns may incur handling and restocking charges.
16. PRIVACY
The Customer authorises Wade Concrete to collect, hold, use and disclose personal information for credit assessment, account administration, debt recovery and order processing in accordance with the Privacy Act 2020.
17. DEFAULT
If the Customer defaults in payment or breaches these Terms, Wade Concrete may suspend further supply, cancel outstanding orders, recover Goods, enforce its PPSA security interest and recover all legal and collection costs on a solicitor/client basis.
18. GOVERNING LAW
These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the New Zealand Courts.
ENTIRE AGREEMENT
These Terms and Conditions constitute the entire agreement between Wade Concrete Products and the Customer and supersede any previous discussions, negotiations, representations or agreements relating to the supply of the Goods or Services. No variation or waiver of these Terms shall be effective unless made in writing and signed by an authorised representative of Wade Concrete Products.
