In these Terms of Trade we have used we, us and our to refer to Equipment Lighting Limited and you to refer to our customer.
  1. Application
    1. These Terms apply to you when you use our website or otherwise engage with us and to all of the Goods we provide to you.
  2. Acceptance
    1. By using this website, or agreeing to acquire Goods (and any associated Services) you are taken to have exclusively accepted and are immediately bound by the Terms to the exclusion of your terms (if any) and you are deemed to have read and understood them. If you do not agree to be bound by the Terms, you must stop accessing and browsing on the website and using our Services. Where you do not accept, or breach the Terms, without limiting any other remedies that may be available to us, we reserve the right to refuse to supply our Goods and/or Services to you. Without limiting the preceding we may also deny you access to this website.
  3. Ordering
    1. You may submit an order for our Goods through our website, email, phone or in person (Order). We may accept your Order at our sole discretion and you acknowledge that all Orders are subject to availability. If the Goods that are the subject of your Order are no longer available we will endeavour to notify you within two working days of receipt of your Order.
    2. Upon our acceptance of your Order, we will provide you with confirmation of the same (Order Confirmation). The Order Confirmation may specify the volume and/or details of the Goods to be supplied, the anticipated delivery time, shipping terms and any other specifications relating to the Order we deem appropriate.
    3. Once we have issued an Order Confirmation, you may not cancel the Order relating to the Order Confirmation without our written agreement, which we may withhold in our sole discretion, and you will be bound to pay the for the Goods in accordance with clauses 7 and 8.
  4. Delivery
    1. Where you are a Wholesale Purchaser, unless we agree otherwise, delivery will be completed EXW (Incoterms 2020) when the Goods are made available for collection from our outwards goods loading bay.
    2. Where you are not a Wholesale Purchaser delivery will be completed:
      1. where the Goods are to be collected from our premises, upon you picking up the Goods;
      2. where the Goods are to be delivered to you by one of our approved carriers, upon the goods arriving at your nominated shipping address.
    3. Where the Goods are supplied under clause 2(b) we will arrange the shipping of those Goods to your nominated shipping address, we may charge you shipping costs for the Goods which shall comprised part of the Price. Where shipping costs are payable under this clause, such costs will be displayed as part of the Order.
    4. We may charge you storage and transportation expenses if you fail or refuse to take or accept delivery or indicate to us that you will fail to do so.
    5. We reserve the right to deliver Goods by instalments.
    6. Subject to clause 1 above, in the case of export sales where we have agreed in writing that delivery will be on FOB, CIF, or C&F (Incoterms 2010), then delivery will be complete when the Goods effectively pass the ship's rail at the port of shipment or arrive at the airport for despatch or earlier leave our custody for shipment to you. Trans-shipment is not allowed. Delivery may be effected by us at our election by one or more shipments.
    7. Unless we agree otherwise in writing, we will not make the Goods available for Delivery until we have received all amounts payable in full for the Goods in accordance with clauses 7 and 8. Upon the preceding being satisfied:
      1. Where you are a Wholesale Purchaser, or non-Wholesale Purchaser that elects to pick up the Goods from our premises, we will arrange for the Goods to be made available for delivery from our premises and notify you within a reasonable time once this occurs;
      2. Where you are a not a Wholesale Purchaser and the Goods are to be
        1. collected from our premises, we will arrange for the Goods to be made available for collection from our premises and notify you within a reasonable time once this occurs;
        2. delivered through one of our approved carriers, we will authorise dispatch of the Goods to your nominated shipping address;
      3. If we have given you a time for Delivery of the Goods (or any part of them), such time is approximate only and is not deemed to be of the essence.
  5. Installation
    1. If we agree to install Goods for you, we do so on the basis that it is your responsibility to:
      1. promptly provide all necessary plant, materials, services, and other resources necessary to enable us to carry out the installation;
      2. promptly obtain any necessary consent, approval, permit, licence, or authorisation to enable us to carry out the installation;
      3. ensure that the premises and foundations are structurally sound and in a proper condition for the installation to proceed; and
      4. to provide safe and secure onsite storage for materials and accessories supplied and used by us, our employees, and contractors.
    2. You must advise us promptly of any decision or instruction that needs to be made or given before we are able to proceed with the installation.
  6. Title and Risk
    1. We will retain title to Goods we supply until they have been paid for in full and you have performed all your other obligations under these Terms.
    2. Risk in all Goods passes to you when the Goods are Delivered. You will insure Goods for their full price, and will not sell, dispose of, or part with possession of them or do anything else inconsistent with our ownership of the Goods, from Delivery until title in them passes to you.
    3. You will bear the risk of any damage to the Goods during installation carried out at your premises (except to the extent the damage has been caused by or contributed to by our negligence).
  7. Price
    1. All prices are plus GST and other taxes and duties, which will be paid by you and are in New Zealand dollars.
    2. Our prices are subject to change without notice.
    3. Unless we agree otherwise in writing, the price you will be charged will be the price as at the date of the applicable invoice which shall be issued contemporaneously with the Order Confirmation.
    4. Unless otherwise stated, if we provide a quotation to you, such is open for acceptance by you for 30 days’ after it is dated unless withdrawn by us prior to acceptance. All quotations are binding, subject to clause 5 below.
    5. Notwithstanding clause 4 we reserve the right to amend our quotation after your acceptance of the same where stated in error. We will not process an Order for Goods or provide any associated Services without you confirming your acceptance to the updated quotation.
  8. Payment
    1. You must pay for Goods upon us issuing the relevant Order Confirmation together with all amounts applicable under clauses 2 and 4.4 unless we decide otherwise.
    2. All payments due under these Terms must be by way of Visa, Mastercard, Farmlands through our selected payment provider Stripe or by wire transfer. We will not charge your card until we have accepted your Order and sent you an Order Confirmation. You authorise us to debit your card in NZD for the price.
    3. We may require you to pay a deposit, being an advanced payment for Goods supplied before those Goods are delivered.
    4. We are under no obligation to supply Goods or Services to you on credit. If we grant you credit, you agree to pay our invoices by the 20th of the month following the date of the invoice.
    5. We may notify you at any time that we are going to stop supplying Goods or Services to you on credit. This will be without prejudice to your obligation to pay amounts owing.
    6. All payments must be made without set-off or deduction. Receipt of a cheque, bill of exchange, or other negotiable instrument will not constitute payment and you remain liable for payment until payment is received by us.
    7. In the case of export sales, payment must be made by Visa, Mastercard or through payment gateway operated by our payment provider Stripe on our website or by wire transfer.
    8. We may apportion payments to outstanding accounts as we see fit.
  9. Default
    1. You will be in Default if:
      1. you fail to pay an amount due under these Terms by the due date for payment; or
      2. you commit a breach of any of your other obligations under these Terms, the Security, or the terms of any other contract you have entered into, or enter into in the future, with us or one of our related entities; or
      3. you become insolvent, are wound up, have a receiver appointed, enter into any composition or arrangement with your creditors, do any act which would render you liable to be placed in liquidation or have a receiver appointed over your property, commit an act of bankruptcy, cease to be of full legal capacity, or die;
      4. Goods that we have retained title to are at risk, as that term is defined in section 109 the PPSA; or
      5. an event or a series of events (whether related or not) occurs which, in our opinion, may cause a material adverse change in your ability to meet your obligations to us.
    2. If you are in Default then we may, at our option, do any one or more of the following:
      1. charge you default interest at 10.00% per annum on any late payments calculated on a daily basis from the due date until the date payment is received;
      2. require you to remedy the default in the manner and within the period that we tell you;
      3. require you to pay to us all amounts you owe us immediately;
      4. suspend or terminate your account with us;
      5. enforce security interests created by these clause 10 of these Terms;
      6. exercise any rights that we have under these Terms or that are available to us at law.
    3. We may suspend or terminate your account with us at any time in our sole discretion. If your account is terminated, you must immediately pay us any amount you owe us. Termination will not affect any of our rights that have arisen before termination.
  10. Personal Property Securities Act 1999
    1. Clause 1 creates a security interest in Goods we supply to you.
    2. You will not grant any other security interest or any lien over Goods that we have a security interest in.
    3. At our request you will promptly sign any documents and do anything else required by us to ensure our security interest constitutes a first ranking perfected security interest in the Goods.
    4. We may at any time enter your premises and properties to uplift Goods that we have a security interest in.
    5. If Goods that we have a security interest in are processed, included, or dealt with in any way causing them to become accessions, processed or commingled Goods, our security interest will continue in the whole in which they are included. You will not grant any other security interest or any lien in either the Goods or in the whole.
    6. You waive any rights you may have under sections 114(1)(a), 116, 120(2), 121, 125, 129, 131, and 133 of the PPSA.
    7. You waive your right to receive a copy of any verification statement (as that term is defined in the PPSA).
    8. You will give us prior written notice of any proposed change of your name or address.
  11. Warranties
    1. The Consumer Guarantees Act 1993, the Fair Trading Act 1986, and other statutes may impose warranties, conditions or obligations on us which cannot by law (or which can only to a limited extent by law) be excluded. Other than as expressly provided for in these Terms, we exclude all such imposed warranties, conditions or obligations to the extent permitted by law and exclude any warranty, condition or obligation imposed or implied under common law, equity or otherwise.
    2. Where you acquire Goods and/or Services from us for the purposes of a business:
      1. the parties acknowledge and agree that:
        1. you are acquiring the Goods and/or Services covered by these Terms for the purposes of a business in terms of sections 2 and 43(2) of the Consumer Guarantees Act 1993;
        2. the Goods and/or Services are both supplied and acquired in trade for the purposes of the Fair Trading Act 1986 and the parties agree to contract out of sections 9 (Misleading and deceptive conduct generally), 12A (Unsubstantiated representations), and 13 (False or misleading representations); and
      2. you agree that all warranties, conditions, and other terms implied by the Consumer Guarantees Act 1993 or sections 9, 12A, and 13 of the Fair Trading Act 1986 are excluded from these Terms to the fullest extent permitted by law and the parties further acknowledge and agree that it is fair and reasonable that the parties are bound by this clause
  12. Returns
    1. Wholesale Purchasers shall inspect the Goods on Delivery and shall within 48 hours of Delivery, time being of the essence, notify us in writing of any alleged defect (including damage or failure to comply with the Order). You must provide evidence of such defect. We reserve the right to accept any complaint in respect of the Goods being defective at our sole discretion. Where we agree that the Goods are defective we will comply with our obligations under clause 2.
    2. Purchasers that are not Wholesale Purchasers shall within 5 working days’, time being of the essence notify us in writing of any alleged defect (including damage or failure to comply with the Order). You must provide evidence of such defect. We reserve the right to accept any complaint in respect of the Goods being defective at our sole discretion. Where we agree that the Goods are defective we will comply with our obligations under clause 2]
    3. Subject to clause 12.1 all sales of Goods are final and cannot be returned for a refund, exchange or store credit.
  13. Limitation of Liability
    1. Except as expressly otherwise provided by clauses 1 or 11.2, we will not be liable for any loss or damage or liability of any kind whatsoever (including consequential loss or lost profit or business) whether suffered or incurred by you or another person and whether in contract, or tort, or otherwise and whether such loss or damage arises directly or indirectly from Goods or Services provided by us to you.
    2. To the extent that we are liable for any reason for any loss suffered or liability incurred by you arising from any breach of these Terms or for any other reason, such liability is limited to the amount of the price of the Goods concerned. If Goods are returned by you, or if you make a claim in writing to us in relation to Goods or associated Services provided, we may, in our discretion, repair or replace the Goods or re-perform the Services, or refund the price of those Goods to you, provided that:
      1. you have complied with your obligations under clause 1;
      2. the Goods must be returned, within 10 working days of Delivery or another timeframe that we may agree to in writing;
      3. you must supply the date and number of any invoice relating to the Goods; and
      4. we must be given a reasonable opportunity to inspect the Goods.
  14. Intellectual Property
    1. In respect of Intellectual Property used in or arising from the production of the Goods or the performance of any associated Services:
      1. all pre-existing Intellectual Property the subject of an Intellectual Property right resides with the owner as at the date of these Terms (whether you or us);
      2. any new Intellectual Property will be dealt with in accordance with clause 15.
    2. If any Goods are to be supplied to your design, you warrant that the manufacture and supply of such Goods by us will not infringe any third party's Intellectual Property rights and you indemnify us against any loss, liability, costs, and expenses in the event of any claim being made that the manufacture or supply of such Goods by us infringes any patent, copyright or other rights of any other person.
  15. Intellectual Property Ownership
    1. Subject to clauses 1(a) and 15.4 we are and will remain the exclusive owner everywhere in the world of all Intellectual Property rights and interests in the Goods, and any other work performed by us for you, as first owner of those Intellectual Property rights and interests.
    2. We will retain exclusive worldwide ownership at all times of our artistic styles, methods of working, techniques, ideas, skills, and know-how.
    3. You must not attribute the Goods to anyone other than us or remove any of our trade marks, signatures, logos or similar from the Goods.
    4. On payment of all amounts owing to us in accordance with these Terms, we assign to you the copyright in the final form of any Goods which we have specifically created for you for the countries and for the purposes as specified in the description of the work to be performed, or if not specified, for the countries and for the purposes which would be reasonably expected in light of the nature of your request for the Goods.
  16. Privacy of Information
    1. You authorise us:
      1. to collect, retain and use information from you and any person for the purposes of:
        1. carrying out our obligations under these Terms;
        2. assessing your creditworthiness; and
      2. to disclose information about you:
        1. to any person who guarantees, or who provides insurance, or who provides any other credit support, in relation to your obligations to us;
        2. to such persons as may be necessary or desirable to enable us to exercise any power or enforce or attempt to enforce any of our rights, remedies, and powers under these Terms;
      3. to collect, retain, use, and disclose your information for any purpose contained in our privacy policy
    2. Where we collect information from you pursuant to these Terms, and that information is Personal Information, that Personal Information will be subject to our privacy policy.
  17. Website
    1. We make every effort to ensure the accuracy and reliability of the content of our website and present the information on it in good faith. However, inadvertent errors can occur and applicable laws, rules, policies often change. We accept no responsibility for any errors,, omissions or inaccuracies in the information on this website. Furthermore, we make no representation or guarantee that the website will be available and functioning without error when you use it.
    2. We will use reasonable endeavours to keep the website free from viruses and from unauthorised access however we provide no warranties that the website is free from such and disclaim responsibility and liability to the maximum extent permitted by law for any loss you suffer either directly or indirectly from our website.
  18. Notices
    1. Any notice may be given by phone, in person, posted, or by email to you or where you are a company, to any of your directors.
  19. Confidentiality
    1. You will at all times treat as confidential all non-public information and material received from us and will not publish, release, or disclose the same without our prior written consent. For clarity, confidential information includes any new Intellectual Property and prices.
  20. Costs
    1. You must pay our costs (including legal costs, as between solicitor and client) of and incidental to the enforcement or attempted enforcement of our rights, remedies, and powers under these Terms.
  21. Credit Information
    1. You consent to us, or any financier or credit-rating agency, making enquiries of and obtaining any information about your financial standing and credit worthiness.
  22. Jurisdiction
    1. These Terms are governed by and construed according to the laws of New Zealand. Subject to clause 23, you may take legal action against us only in a New Zealand court however we are entitled to commence any action arising out of or in respect of these Terms in any other court.
  23. Disputes
    1. The parties must negotiate in good fait to resolve any claim or dispute arising under these Terms. If the parties are unable to resolve the dispute amongst themselves within 20 working days of the dispute arising (Resolution Period), the matter must be referred to mediation prior to either party commencing legal proceedings. If the parties are unable to agree on a mediator within 5 working days’ of the expiration of the Resolution Period, one shall be appointed by the President of the Southland branch of the New Zealand Law Society or their nominee. Nothing in this clause prevents a party from apply to the Court to seek urgent interlocutory relief.
  24. Force Majeure
    1. We will not be liable for any failure or delay in complying with any obligation imposed on us under these Terms if the failure or delay arises directly or indirectly from a cause reasonably beyond our control.
  25. Termination
    1. We may suspend or terminate the provision of Goods and Services at any time and at our sole discretion.
    2. Where we terminate the provision of our Goods and Services under 1, if demanded by us, you must immediately pay us any amount you owe us. Termination will not affect any of our rights that have arisen before termination.
    3. You may terminate our provision of Goods or Services on 10 working days’ notice provided that your termination does not release you from any liability in respect of the payment for any Goods or Services for which you have received an Order Confirmation at the date of termination unless we agree otherwise.
  26. Survival
    1. This clause 26 and clauses 6, 8, 9, 11, 13, 14, 15, 16, 18, 19, 20, 22, 23, 27, and 28 and any other provision which by its nature is intended to survive the termination or expiration of these Terms will survive the termination or expiration of these Terms or Delivery of the Goods.
  27. General
    1. These Terms supersede and cancel any earlier representations, warranties, understandings, and agreements (whether oral or written), and together with your Credit Application constitute the entire agreement between us and you relating to their subject.
    2. You may only assign, sell, or otherwise dispose of any right or obligation under these Terms if we consent in writing first.
    3. If you have entered into these Terms as the trustee of a trust and you have no right to or interest in any of the assets of the trust except in your capability as trustee of the trust, your liability will be limited to the value of the assets of the trust which now or in the future are (or, but for your wilful neglect or default, would be) in the hands of the trustees for the time being of the trust. This clause does not limit any liability you have to us as a personal guarantor.
    4. No failure or delay by us to exercise (in whole or in part) any right, power or remedy under these Terms will operate as a waiver of that right, power or remedy.
    5. We may change these Terms at any time. Any change applies from when it is published on our website.
  28. Definitions
    1. In these Terms unless the context otherwise requires:
      Delivery (or Delivered) means subject to clause 4.6, the collection of Goods by you or one of your employees, contractors, or agents from our premises, unless we have agreed to dispatch Goods for you, in which case delivery means the dispatch of the Goods from our premises. If you indicate to us that you will fail or refuse to take or accept delivery, then the Goods are deemed to have been delivered when we have notified you that we are willing to deliver them.
      Default has the meaning given in clause 9.
      Goods includes any associated Services that we supply.
      Intellectual Property means all intellectual property rights including, without limitation, copyright, patent and design rights, drawings, documents, data, ideas, procedures, calculations and all other statutory and common law rights and interests.
      Order Confirmation has the meaning given in clause 3.2
      Personal Information has the meaning given in our privacy policy.
      PPSA means the Personal Property Securities Act 1999
      Security means all existing and future security held by us that secures your obligations under these Terms.
      Services means your use of our website and any intermediary services provided to you and includes:
      1. procuring and/or importing of Goods on your behalf based on your Orders;
      2. engaging with our carriers on your behalf to deliver the Goods;
      3. engaging with customs agencies on your behalf;
      4. all associated services necessary to give effect to these Terms;
      5. and any other services we may provide to you in future.
      Wholesale Purchaser means a customer who purchases our Goods wholesale
    2. The rule of construction known as the contra proferentem rule does not apply to these Terms.
    3. Words referring to the singular include the plural and vice versa.
    4. Any reference to a party includes:
      1. that party's executors, administrators, or permitted assigns; or
      2. if a company, limited partnership, or any other body corporate, its successors or permitted assigns or both.
    5. Clause headings are for reference only.
    6. References to clauses are references to clauses of these Terms.
    7. References to money will be New Zealand currency, unless specified otherwise.
    8. Expressions referring to writing will be construed as including references to words printed, typewritten, or otherwise visibly represented, copied, or reproduced (including by fax or email).
    9. References to statutory provisions will be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time.