1. Interpretation
1.1 “Linked Electrical” means Linked Electrical Limited, its successors and assigns or any person acting on behalf of and with the authority of Linked Electrical Limited.
1.2 “Customer” means the Customer (or any person acting on behalf of and with the authority of the Customer) as described on any quote, estimate, work authorisation, tax invoice or other form as provided by Linked Electrical to the Customer.
1.3 “Goods” means all Goods or Services supplied by Linked Electrical to the Customer at the Customer’s request from time to time (and where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other), and includes Goods or Services described on any quote, estimate, work authorisation, tax invoice or any other forms as provided by Linked Electrical to the Customer.

1.5 “Price” means the price payable for the Goods and/or Services as agreed between Linked Electrical and the Customer in accordance with clause 3 of these terms and conditions.

2. Acceptance

2.1 Any instructions received by Linked Electrical from the Customer for the supply of Goods and/or the Customer’s acceptance of Goods supplied by Linked Electrical shall constitute acceptance of the terms and conditions contained herein.

2.2 Upon acceptance of these terms and conditions by the Customer, the terms and conditions are binding and can only be amended with the written consent of Linked Electrical.

2.3 These terms and conditions shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and Linked Electrical.

3. Price and Payment

3.1 The Customer may choose between three pricing options: (a) A fixed price quote in writing. Linked Electrical’s quoted price shall be binding upon Linked Electrical provided that the Customer shall accept Linked Electrical’s quotation in writing within thirty (30) days. (b) An estimate of costs, verbally or in writing. (c) Charge up on the job, as indicated by a verbal or written authorisation to commence work and/or invoices provided by Linked Electrical to the Customer.

3.2 If the Customer agrees to a fixed price quote in writing, Linked Electrical reserves the right to change the price in the event of a variation to Linked Electrical’s quote. Any variation from the plan of scheduled works (including, but not limited to, any variation as a result of additional works required due to hidden or unidentifiable difficulties or as a result of increases to Linked Electrical in the cost of materials and labour) will be charged for on the basis of Linked Electrical’s quote and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion.

3.3 If the Customer agrees to an estimate of costs, verbally or in writing, the Customer acknowledges that it is an estimate only of the time and materials required to deliver the Goods based on the information provided by the Customer, and that Linked Electrical’s final invoice may be less than, or exceed, the estimate provided.

3.4 If the Customer agrees to charge up on the job, then Linked Electrical will charge for labour and materials used to deliver the Goods or complete the Services at current hourly and material rates.

3.5 Unless otherwise agreed: (a) all pricing will include a vehicle/service charge to cover costs including but not limited to fuel, road user charges, vehicle warranty and maintenance costs; and (b) labour costs will include travel time, time taken to procure any Goods required, and administration time; and (c) a minimum of one hour labour will be charged for any Service provided. Thereafter we will charge at our hourly rate on a pro rata basis in fifteen minute increments.

3.6 At Linked Electrical’s sole discretion a non-refundable deposit may be required.

3.7 Linked Electrical may submit detailed progress payment claims in accordance with Linked Electrical’s specified payment schedule. Such payment claims may include the reasonable value of authorised variations and the value of any materials delivered to the site but not yet installed.

3.8 At Linked Electrical’s sole discretion: (a) payment shall be due on delivery of the Goods; or (b) payment for approved Customers shall be 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.

3.9 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due seven (7) days following the date of the invoice.

3.10 Payment will be made by cash, or by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between the Customer and Linked Electrical. 3.11 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

4. Delivery and Risk

4.1 Delivery of the Goods (“Delivery”) is taken to occur at the time that: (a) the Customer takes possession of the Goods at Linked Electrical’s address; or (b) Linked Electrical delivers the Goods to the Customer’s nominated address (“Site”), even if the Customer is not present at the address.

4.2 At Linked Electrical’s sole discretion, any costs of Delivery are either included in, or in addition to, the Price.

4.3 The Customer must take Delivery, either by receipt or collection of the Goods, whenever they are tendered for Delivery. In the event that the Customer is unable to take Delivery as arranged then Linked Electrical shall be entitled to charge a reasonable fee for redelivery and/or storage.

4.4 Subject to clause 4.5 it is Linked Electrical’s responsibility to ensure that the Services start as soon as it is reasonably possible.

4.5 The Services commencement date will be put back and the completion date extended by whatever time is reasonable in the event that Linked Electrical claims an extension of time (by giving the Customer written notice) where completion is delayed by an event beyond Linked Electrical’s control, including but not limited to any failure by the Customer to: (a) make a selection; or (b) have the Site ready for the Services; or (c) notify Linked Electrical that the Site is ready.

4.6 Any time or date given by Linked Electrical to the Customer is an estimate only. The Customer must still accept Delivery even if late and Linked Electrical will not be liable for any loss or damage incurred by the Customer as a result of Delivery being late.

4.7 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.

4.8 If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Customer, Linked Electrical is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Linked Electrical is sufficient evidence of Linked Electrical’s rights to receive the insurance proceeds without the need for any person dealing with Linked Electrical to make further enquiries.

4.9 If the Customer requests Linked Electrical to leave Goods outside Linked Electrical’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.

4.10 Linked Electrical shall not be liable for any loss or damage whatsoever due to the failure by Linked Electrical to deliver the Goods promptly or at all, where such failure is due to circumstances beyond the control of Linked Electrical.

4.11 The Customer warrants that any structures to which the Goods are to be affixed are able to withstand the installation thereof and that any electrical connections (including, but not limited to, meter boxes, main switches, circuit breakers, and electrical cable) are of suitable capacity to handle the Goods once installed. If for any reason (including the discovery of asbestos, defective or unsafe wiring or dangerous access to roofing) Linked Electrical, its employees or contractors reasonably form the opinion that the Site is not safe for the installation of the Goods to proceed then Linked Electrical shall be entitled to delay installation (in accordance with the provisions of clause 4.5 above) until Linked Electrical is satisfied that it is safe to proceed. Linked Electrical may at its sole discretion agree to bring the Site up to a standard suitable for installation to proceed but all such services undertaken and any additional materials supplied shall be treated as a variation and be charged for in addition to the Price.

5. Title

5.1 Linked Electrical and the Customer agree that ownership of the Goods shall not pass until: (a) the Customer has paid Linked Electrical all amounts owing to Linked Electrical; and (b) the Customer has met all other obligations due by the Customer to Linked Electrical.

5.2 Receipt by Linked Electrical 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 and until then Linked Electrical’s ownership or rights in respect of the Goods shall continue.

5.3 It is further agreed that: (a) where practicable the Goods shall be kept separate and identifiable until Linked Electrical shall have received payment and all other obligations of the Customer are met; and (b) until such time as ownership of the Goods shall pass from Linked Electrical to the Customer Linked Electrical may give notice in writing to the Customer to return the Goods or any of them to Linked Electrical. Upon such notice being given the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and (c) the Customer is only a bailee of the Goods and until such time as Linked Electrical has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Customer owes to Linked Electrical for the Goods, on trust for Linked Electrical; and (d) until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that Linked Electrical will be the owner of the end products; and (e) if the Customer fails to return the Goods to Linked Electrical then Linked Electrical or Linked Electrical’s agent may (as the invitee of the Customer) enter upon and into land and premises owned, occupied or used by the Customer, or any premises where the Goods are situated and take possession of the Goods, and Linked Electrical will not be liable for any reasonable loss or damage suffered as a result of any action by Linked Electrical under this clause.

6. Personal Property Securities Act 1999 (“PPSA”)

6.1 Upon assenting to these terms and conditions the Customer acknowledges and agrees that: (a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and (b) a security interest is taken in all Goods previously supplied (if any), and that will be supplied in the future, by Linked Electrical to the Customer.

6.2 The Customer undertakes to: (a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Linked Electrical may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register; (b) indemnify, and upon demand reimburse, Linked Electrical for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any registration made thereby; (c) not register a financing change statement or a change demand without the prior written consent of Linked Electrical; and (d) immediately advise Linked Electrical 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.

6.3 Linked Electrical and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.

6.4 The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.

6.5 Unless otherwise agreed to in writing by Linked Electrical, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.

6.6 The Customer will unconditionally ratify any actions taken by Linked Electrical under clauses 6.1 to 6.5.

7 Default and Consequences of Default

7.1 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 Linked Electrical’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

7.2 In the event that the Customer’s payment is dishonoured for any reason the Customer shall be liable for any dishonour fees incurred by Linked Electrical.

7.3 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify Linked Electrical from and against all costs and disbursements incurred by Linked Electrical in pursuing the debt including legal costs on a solicitor and own client basis and Linked Electrical’s collection agency costs.

7.4 Without prejudice to any other remedies Linked Electrical may have, if at any time the Customer is in breach of any obligation (including those relating to payment) Linked Electrical may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions. Linked Electrical will not be liable to the Customer for any loss or damage the Customer suffers because Linked Electrical has exercised its rights under this clause.

7.5 Without prejudice to Linked Electrical’s other remedies at law Linked Electrical shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to Linked Electrical shall, whether or not due for payment, become immediately payable in the event that: (a) any money payable to Linked Electrical becomes overdue, or in Linked Electrical’s opinion the Customer will be unable to meet its payments as they fall due; or (b) 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 (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

8. Access

8.1 The Customer shall ensure that Linked Electrical has clear and free access to the Site at all times to enable them to deliver the Goods. Linked Electrical shall not be liable for any loss or damage to the site unless due to the negligence of Linked Electrical.

9. Hidden Mains and Services

9.1 Prior to Linked Electrical commencing any work the Customer must advise Linked Electrical of the precise location of all hidden services on the site and clearly mark the same. The hidden mains and services the Customer must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on site.

9.2 Whilst Linked Electrical will take all care to avoid damage to any hidden services the Customer agrees to indemnify Linked Electrical in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified as per clause 9.1.

10. Customer’s Disclaimer

10.1 The Customer hereby disclaims any right to rescind, or cancel any contract with Linked Electrical or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Customer by Linked Electrical and the Customer acknowledges that the Goods are bought relying solely upon the Customer’s skill and judgment.

11. Defects, Returns and Warranty
11.1 The Customer shall inspect the Goods on Delivery and will within thirty (30) days of such (time being of the essence) notify Linked Electrical of any alleged defect, shortage in quantity, error or omission, damage or failure to comply with the description or quote. The Customer shall afford Linked Electrical an opportunity to inspect the Goods within a reasonable time following such notification if the Customer believes the Goods are defective in any way. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Linked Electrical has agreed in writing that the Customer is entitled to reject, Linked Electrical’s liability is limited to either (at Linked Electrical’s discretion) replacing the Goods or repairing the Goods.

11.2 Goods will not be accepted for return other than in accordance with 11.1 above.

11.3 Subject to the conditions of warranty set out in clause 11.4, Linked Electrical warrants that if any defect in any workmanship of Linked Electrical becomes apparent and is reported to Linked Electrical within twelve (12) months of the date of Delivery (time being of the essence) then Linked Electrical will either (at Linked Electrical’s sole discretion) replace or remedy the workmanship.

11.4 The conditions applicable to the warranty given by clause 11.3 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 Customer to properly maintain any Goods; or (ii) failure on the part of the Customer to follow any instructions or guidelines provided by Linked Electrical; or (iii) the use of any Goods otherwise than for any application specified on a quote, estimate or order form; or (iv) the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or (v) fair wear and tear, accident or act of God. (b) the warranty will cease and Linked Electrical will thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without Linked Electrical’s consent. (c) in respect of all claims Linked Electrical will not be liable to compensate the Customer for any delay in either replacing or remedying the workmanship or in properly assessing the Customer’s claim.

11.5 For Goods not manufactured by Linked Electrical, the warranty shall be the current warranty provided by the manufacturer of the Goods. Linked Electrical 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.

11.6 In the case of second-hand Goods, the Customer acknowledges that they have had full opportunity to inspect the same and that they accept the same with all faults and that no warranty is given by Linked Electrical as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. Linked Electrical shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.

12. Intellectual Property

12.1 Where Linked Electrical has designed, drawn or written Goods for the Customer, then the copyright in those designs and drawings and documents shall remain vested in Linked Electrical, and shall only be used by the Customer at Linked Electrical’s discretion.

12.2 The Customer warrants that all designs or instructions to Linked Electrical will not cause Linked Electrical to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify Linked Electrical against any action taken by a third party against Linked Electrical in respect of any such infringement.

12.3 The Customer agrees that Linked Electrical may use any documents, designs, drawings or Goods created by Linked Electrical for the purposes of advertising, marketing, or entry into any competition.

13. Cancellation

13.1 Linked Electrical 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 Linked Electrical shall repay to the Customer any sums paid in respect of the Price. Linked Electrical shall not be liable for any loss or damage whatsoever arising from such cancellation.

13.2 In the event that the Customer cancels delivery of the Goods the Customer shall be liable for any loss incurred by Linked Electrical (including, but not limited to, any loss of profits) up to the time of cancellation.

13.3 Cancellation of orders for Goods made to the Customer’s specifications or non-stocklist items will definitely not be accepted, once production has commenced or an order has been placed.

14. Privacy Act 1993

14.1 The Customer authorises Linked Electrical to: (a) access, collect, retain and use any information about the Customer for the purpose of assessing the Customer’s creditworthiness or marketing products and services to the Customer; and (b) disclose information about the Customer, whether collected by Linked Electrical from the Customer directly or obtained by Linked Electrical 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.

14.2 Where the Customer is an individual the authorities under clause 14.1 are authorities or consents for the purposes of the Privacy Act 1993.

14.3 The Customer shall have the right to request from Linked Electrical a copy of the information about the Customer retained by Linked Electrical and the right to request Linked Electrical to correct any incorrect information about the Customer held by Linked Electrical.

15. Unpaid Seller’s Rights

15.1 Where the Customer has left any item with Linked Electrical for repair, modification, exchange or for Linked Electrical to perform any other Service in relation to the item and Linked Electrical has not received or been tendered the whole of the Price, or the payment has been dishonoured, Linked Electrical shall have: (a) a lien on the item; (b) the right to retain the item for the Price while Linked Electrical is in possession of the item; (c) a right to sell the item.

15.2 The lien of Linked Electrical shall continue despite the commencement of proceedings, or judgement for the Price having been obtained.

16. Exclusion and Limitation of Liability

16.1 Except as expressly provided in these terms and conditions, all warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise relating in any way to the Goods or to these Terms are, to the maximum extent permitted by law, expressly excluded.

16.2 Where these Terms would otherwise be subject to the Consumer Guarantees Act 1993 and the Customer is acquiring the Goods supplied by Linked Electrical for business purposes, the Customer acknowledges that the Consumer Guarantees Act 1993 will not apply.

16.3 Except where applicable law expressly requires otherwise, Linked Electrical is not liable in any event for any special, indirect or consequential damage, loss or injury of any kind, or for any loss of business, profit, data or anticipated savings, suffered by the Customer or any other person, however caused, even if Linked Electrical had been advised of the possibility of such damage, loss or injury.

16.4 Insofar as Linked Electrical may be liable, the maximum liability of Linked Electrical, whether in contract, tort (including negligence), equity, under statute or otherwise for any loss, damage or injury arising directly or indirectly from any breach of Linked Electrical’s obligations is, except where applicable law expressly requires otherwise, limited, at the option of the Vendor, to any one or more of the following:

16.4.1 If the breach relates to Goods: (a) The replacement of the Goods or the supply of equivalent Goods; (b) The repair of such Goods; (c) The payment of the cost of replacing the Goods or of acquiring equivalent Goods; or (d) The payment of the cost of having the Goods repaired; and 16.4.2 If the breach relates to Services: (a) The supplying of the Services again; or (b) The payment of the cost of having the Services supplied again.

16.5 Linked Electrical is not liable for any failure or delay in performing an obligation in these Terms if it is due to a cause reasonably beyond its control.

16.6 Linked Electrical is not liable for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by Linked Electrical of these terms and conditions.

17. Construction Contract Act 2002

17.1 The Customer hereby expressly acknowledges that: (a) Linked Electrical 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 Customer, and: (i) the payment is not paid in full by the due date for payment and no payment schedule has been given by the Customer; or (ii) a scheduled amount stated in a payment schedule issued by the Customer in relation to the payment claim is not paid in full by the due date for its payment; or (iii) the Customer has not complied with an adjudicator’s notice that the Customer must pay an amount to Linked Electrical by a particular date; and (iv) Linked Electrical has given written notice to the Customer of its intention to suspend the carrying out of construction work under the construction contract. (b) if Linked Electrical 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 Customer or by any person claiming through the Customer; 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 Linked Electrical exercises the right to suspend work, the exercise of that right does not: (i) affect any rights that would otherwise have been available to Linked Electrical under the Contractual Remedies Act 1979; or (ii) enable the Customer to exercise any rights that may otherwise have been available to the Customer under that Act as a direct consequence of Linked Electrical suspending work under this provision.

18. General

18.1 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.

18.2 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 courts of New Zealand.

18.3 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 Linked Electrical nor to withhold payment of any invoice because part of that invoice is in dispute.

18.4 Linked Electrical may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.

18.5 Linked Electrical reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which Linked Electrical notifies the Customer of such change.

18.6 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.

18.7 The failure by Linked Electrical to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Linked Electrical's right to subsequently enforce that provision.