1. DEFINITIONS

1.1 “Electronic Interiors Limited” shall mean Electronic Interiors LTD or any agents or employees thereof.

1.2 “Customer” shall mean the customer, any person acting on behalf of and with the authority of the customer, or any person purchasing goods from Electronic Interiors LTD.

1.3” Goods” shall mean all goods, chattels, or services, provided by Electronic Interiors LTD to the customer, including the provision of electronic system components, security equipment, alarm systems, all charges for labour and work, hire charges, insurance charges, or any fee or charge associated with the supply of goods by Electronic Interiors LTD to the customer.

1.4 “Price” shall mean the cost of the goods as agreed between Electronic Interiors LTD and customer subject to clause 4 of this contract.

2. ACCEPTANCE

2.1 Any instructions received by Electronic Interiors LTD from the customer for the supply of goods shall constitute acceptance of the terms and conditions contained herein.

3. USE OF INFORMATION

3.1 The customer authorises Electronic Interiors LTD to collect, retain and use any information about the customer or for the purpose of assessing the customer’s credit worthiness, enforcing any rights under this contract, or marketing any goods and services provided by Electronic Interiors LTD to any other party.

3.2 The customer authorises Electronic Interiors LTD to disclose any information obtained to any person for the purposes set out in clause 3.1.

3.3 Where the customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.

4. PRICE

4.1 Where no price is stated in writing or agreed to orally the goods shall be deemed to be sold at the current amount as such goods are sold by Electronic Interiors LTD at the time of the contract.

4.2 Electronic Interiors LTD reserves the right to change the price:

4.2.1 if the goods requested are changed; or

4.2.2 if the services originally contracted for are changed; or

4.2.3 where additional services are required due to the discovery of hidden or unidentified difficulties (including, but not limited to, poor weather conditions, poor access to the site, unavailability of machinery, unsafe conditions, work by any third party not being completed, hidden building defects, change of design and/or specifications, hard rock barriers below the surface or iron reinforcing rods in concrete, hidden pipes and wiring in walls etc) which are only discovered on commencement of the services; or

4.2.4 in the event of increases to Electronic Interiors LTD in the cost of labour or goods beyond Electronic Interiors LTD control.

5. PAYMENT

5.1 Full payment for goods must be made in full prior to the purchase of goods, and commencement of work shall be in accordance with the terms specified in the invoice, as mutually agreed upon with the customer.

5.2 Payment for goods and services shall be made in full and without deduction on or before 7 days following the date of invoice (“the due date”).

5.3 All goods and services provided are invoiced and are subject to a 7-day payment cycle. If payment is not received within those 7 days, any overdue and unpaid balances will incur interest at a rate of 3% per 7 days, or part thereof until the balance is paid.

5.4 Where a deposit is paid by the customer to Electronic Interiors LTD such deposit shall not be refundable for cancellation of this contract by the customer where such cancellation is not due to the fault of Electronic Interiors LTD.

5.5 Any expenses, disbursements and legal costs incurred by Electronic Interiors LTD in the enforcement of any rights contained in this contract shall be paid by the customer, including any reasonable solicitor’s or debt collection agency fees, legal or court costs.

5.6 Receipt of a bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.

5.7 We are unable to extend credit to our customers. In the event that payment is not received by Electronic Interiors LTD by the agreed-upon date, Electronic Interiors LTD reserves the right to engage the services of a debt collection agency and/or solicitor for the purpose of recovering outstanding debt.  Any expenses will be payable by the customer as set out in clause 5.4.

6. ESTIMATE OR QUOTATION

6.1 Where an estimate or quotation is given by Electronic Interiors LTD for the price goods:

6.1.1 The estimate or quotation shall be valid for one month from the date of issue; and

6.1.2 The estimate or quotation shall be exclusive of Goods and Services Tax unless specifically stated to the contrary.

6.3 Where goods or services are required in addition to the estimate or quotation the customer agrees to pay for the additional cost of such goods or services.

6.4 For large-scale projects involving comprehensive custom-tailored quotes or estimates, a single payment, as agreed upon by the customer, is required in full prior to commencing the quotation or estimate process. Electronic Interiors LTD undertakes to refund the customer if the quote or estimate is accepted, and work commences. In the event that the customer fails to initiate the work, any intellectual property originating from this quote or estimate will remain the exclusive property of Electronic Interiors LTD.

7. SERVICE PLANS

7.1 By purchasing an annual service plan, the customer agrees to an initial pre-payment for one full year (12 months) of services, as specified in the accepted invoice. The fixed price for the first year shall be determined by the exact amount outlined in the accepted invoice. For subsequent years, the agreed price will be calculated based on the mutually accepted rate established on the anniversary of the 12-month commencement date.

7.2 Upon the completion of the initial 12-month period and annually thereafter, the customer shall be invoiced a recurring annual (12-month) service plan fee at the then-current service plan annual rate. A detailed invoice will be provided to the customer before each 12-month anniversary, outlining the fixed price for the upcoming 12 months and providing details on any changes to the terms and conditions for service plans.

7.3 The customer reserves the right to terminate their annual service plan by providing Electronic Interiors LTD with written notice at least 30 days in advance. Termination shall become effective at the conclusion of the prevailing annual (12-month) billing cycle, concluding the day before the succeeding annual anniversary of the commencement date. 

7.4 All financial transactions and payments concerning annual service plans shall adhere strictly to the conditions elucidated in clauses 5.2 and 5.3, ensuring compliance with the terms outlined in Electronic Interiors LTD payment obligations and methods.

7.5 Customers will be notified before each 12-month anniversary about any changes to the terms and conditions for service plans, ensuring transparency in the ongoing service relationship.

8. DISPUTES ACCOUNTS

8.1 The customer must notify Electronic Interiors LTD in writing within five days of receipt of any disputed invoice. The notification must quote the relevant invoice number and must include all the necessary details of the reason the invoice is being disputed. Should the customer fail to notify Electronic Interiors LTD of any dispute, defect or damage within five days of receipt of the invoice, the customer shall be deemed to accepted the invoice and shall pay that invoice according to the terms and conditions contained in this document.

9. RISK

9.1 The goods remain at Electronic Interiors LTD risk until the delivery to the customer, but when title passes to the customer pursuant to clause 11.1 of this contract the goods are at the customer’s risk whether delivery has been made or not.

9.2 Delivery of goods shall be deemed complete when Electronic Interiors LTD gives possession of the goods for delivery to the customer, or possession of the goods is given to a common carrier, or other bailee for the purposes of transmission to the customer.

9.3 The time agreed for delivery shall not be an essential term of this contract unless the customer gives written notice to Electronic Interiors LTD making time of the essence.

9.4 Where Electronic Interiors LTD delivers goods to the customer by instalments and Electronic Interiors LTD fails to deliver one or more instalments the customer shall not have the right to repudiate the contract but shall have the right to claim compensation as a severable breach.

10. AGENCY

10.1 The customer authorises Electronic Interiors LTD to contract either as principal or agent for the provision of any goods that form the matter of this contract.

10.2 Where Electronic Interiors LTD enters into a contract of the type referred to in clause 10.1 it shall be read with, and form part of this agreement and the customer agrees to pay any amounts due under that contract.

11. TITLE

11.1 If the goods are ascertained and in a deliverable state, title in the goods passes to the customer when the customer has made full payment for all goods supplied by Electronic Interiors LTD.

11.2 Where the customer has not paid for any goods in its possession property in such goods shall remain with Electronic Interiors LTD:

11.2.1 The goods shall be held by the customer as bailee; and

11.2.2 If the goods are affixed whether by screws, electric cables, or wires, or by any other means to a building or to land such affixing shall not operate to make the goods a fixture and the rights pursuant to clause 11.2.3 of this contract shall not be affected by such affixing, title in the goods shall remain with Electronic Interiors LTD until the customer has made payment for all goods, and where those goods are mixed with other property so as to be part of or a constituent of any new goods, title to these new goods shall be deemed to be assigned to Electronic Interiors LTD as security for the full satisfaction by the customer of the full amount owing between Electronic Interiors LTD and customer.

11.2.3 The customer gives irrevocable authority to Electronic Interiors LTD to enter any premises, at any reasonable time, to remove any goods not paid for in full by the customer and Electronic Interiors LTD may in exercising its rights of repossession remove the goods by unscrewing, disconnecting, or severing any means of affixing without Electronic Interiors LTD being liable for costs, damages or expenses or any other losses incurred by the customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever.

12. RETURN OF GOODS

12.1 The customer shall be deemed to have accepted the goods unless the customer notifies Electronic Interiors LTD otherwise within 48 hours of delivery of the goods to the customer.

12.2 If the goods are not accepted according to clause 12.1 of this contract the customer shall pay for the delivery of the returned goods to Electronic Interiors LTD whereby the customer shall be entitled to a credit for the purchase price of any such goods.

12.3 Where there is a trial period agreed to between the customer and Electronic Interiors LTD and equipment has been installed at the customer’s premises the customer shall have thirty days from the date of installation of such equipment (“the trial period”) to trial the equipment and on expiry of the trial period shall be liable to Electronic Interiors LTD for the price of such equipment unless notice has been given to Electronic Interiors LTD before the expiry of the trial period avoiding this contract AND all equipment in the possession of the customer during the trial period shall be held as bailee and the customer shall be liable Electronic Interiors LTD for any loss or damage to the equipment howsoever caused.

13. LIABILITY

13.1 Except as otherwise provided by statute Electronic Interiors LTD not be liable for:

13.1.1 Any loss or damage of any kind whatsoever whether suffered or incurred by the customer or another person whether such loss or damage arises directly or indirectly from goods or services, or advice provided by Electronic Interiors LTD to the customer and without limiting the generality of the foregoing of this clause Electronic Interiors LTD shall not be liable for any consequential loss or damage of any kind including without limitation any financial loss; and

13.1.2 Except as provided in this contract Electronic Interiors LTD shall not be liable in contract, or in tort, or otherwise for any loss, damage, or injury beyond the value of the goods provided by Electronic Interiors LTD to the customer; and

13.1.3 The customer shall indemnify Electronic Interiors LTD against all claims of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Electronic Interiors LTD or otherwise, brought by any person in connection with any matter, act, omission, or error by Electronic Interiors LTD agents or employees in connection with the goods.

14. CONSUMER GUARANTEES ACT

14.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the customer acquires goods or services from Electronic Interiors LTD for the purposes of a business in terms of section 2 and 43 of that Act.

15. GENERAL LIEN

15.1 The customer agrees that Electronic Interiors LTD may exercise a general lien against any goods or any property belonging to the customer that is in the possession of Electronic Interiors LTD for all sums outstanding under this contract and any other contract to which the customer and company are parties.

15.2 If the lien is not satisfied within 7 days of the due date Electronic Interiors LTD may having given notice of the lien at its option either:

15.2.1 Remove such goods or property and store them in such a place and in such a manner as Electronic Interiors LTD shall think fit and proper and at the risk and expense of the customer; or

15.2.2 Sell such goods or property or part thereof upon such terms as it shall think fit and apply the proceeds in or towards discharge of the lien and costs of sale without being liable to any person for damage caused.

16. WARRANTY

16.1 No representation, condition, warranty, or premise expressed or implied by law or otherwise applies to goods except where goods are supplied pursuant to the Consumer Guarantees Act 1993 or except where expressly stated in this contract.

16.2 Electronic Interiors LTD does not provide any warranty that the goods are fit and suitable for the purpose for which they are required by the customer and shall not be liable if they are not.

16.3 Without limiting the generality of clause 16.1 hereto goods provided by Electronic Interiors LTD are warranted from installation PROVIDED THAT goods are correctly installed by a qualified person and subject to normal use and are serviced by a qualified person every twelve months for goods in commercial and domestic use however no warranty shall exceed that given by the manufacturer to the customer at the time of purchase AND Electronic Interiors LTD shall be under no liability under this warranty for any defect in equipment:

16.3.1 Arising from inappropriate or unsuitable use; or

16.3.2 Arising from the premises where goods are installed becoming unsuitable for the proper functioning of the equipment for any reason that is beyond the control of Electronic Interiors LTD; or

16.3.3 Arising from any contribution to malfunction by the customer; or

16.3.4 Arising from the attempting of any repairs by the customer or any third party.

16.4 The customer shall notify Electronic Interiors LTD within 14 days of any defect that ought to have been reasonably identified by the customer or any warranty pursuant to clause 16.3 shall be void.

16.5 Where there is a warranty provided in writing by Electronic Interiors LTD at the time of purchase of goods that warranty shall prevail over any warranty contained hereto and the warranty pursuant clause 16.3 shall be specifically excluded.

17. LICENCE

17.1 The customer authorises Electronic Interiors LTD to enter its premises at any reasonable time to install or repair security equipment AND if the customer is not the owner of the premises at which goods are installed it warrants that it has obtained consent of the owner or lessee or tenant for work to be carried out.

18. CANCELLATION

18.1 Electronic Interiors LTD shall, without any liability, and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of goods to the customer if the customer fails to pay any money owing before and after the due date or the customer commits an act of bankruptcy as defined in section 19 of the Insolvency Act 1967.

18.2 Any cancellation or suspension under clause 18.1 of this agreement shall not affect Electronic Interiors LTD claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this contract or the customer’s obligations to Electronic Interiors LTD under this contract.

19. ACCURACY OF CUSTOMER’S PLANS AND MEASUREMENTS

19.1 Electronic Interiors LTD is entitled to rely on the accuracy of any plans, specifications and other information provided by the customer. The customer acknowledges and agrees that in the event that any of this information provided by the customer is inaccurate Electronic Interiors LTD accepts no responsibility for any loss, damages or costs howsoever resulting from these inaccurate plans, specifications or other information.

19.2 In the event the customer gives information relating to measurements and quantities of goods required in completing the services, it is the customer’s responsibility to verify the accuracy of the measurements and quantities before Electronic Interiors LTD places an order based on these measurements and quantities.

20. INTELLECTUAL PROPERTY

20.1 The customer acknowledges that Electronic Interiors LTD is the sole owner of all intellectual property (including business know how, ideas, methodologies, routines, systems and processes relating to or arising, directly or indirectly, out of the goods and services that Electronic Interiors LTD supplies to the customer or developed or contributed to by Electronic Interiors LTD in relation to any information, fault, repair or documentation that is supplied to the customer or as a result of Electronic Interiors LTD performing services or any other work for the customer. The customer agrees not to use any trademarks or other intellectual property rights which are legally Electronic Interiors LTD except as authorised by Electronic Interiors LTD.

21. SERVICES INTERRUPTION

21.Electronic Interiors LTD shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control;

21.1“Services Interruption Event” means any interruption to a works caused by; a force majeure event, the customer’s failure to carry out or perform any obligation required of it under this agreement which in the sole opinion of Electronic Interiors LTD does or may cause a delay in the works and any other matter which in the reasonable opinion of Electronic Interiors LTD will cause an interruption or delay in the performance of the works;

21.2 Without prejudice to any other right or remedy of the Electronic Interiors LTD, the parties acknowledge that from time to time a services interruption event may occur and, in that case, such occurrence will delay the works and will entitle Electronic Interiors LTD to immediately cease the performance of all or any part of the works until the services interruption event ends or is remedied (as the case may be). The customer acknowledges that there may be an additional expenses charge relating to recommencement of the works after the occurrence of a services interruption event. The customer agrees to pay the additional expenses charge upon rendering of an invoice by Electronic Interiors LTD.

22. MISCELLANEOUS

22.1 The customer shall not assign all or any of its rights or obligations under this contract without the written consent of Electronic Interiors LTD.

22.2 Failure Electronic Interiors LTD to enforce any of the terms and condition contained in this contract shall not be deemed to be a waiver of any of the rights or obligations Electronic Interiors LTD has under this contract.

22.3The law of New Zealand shall apply to this contract except to the extent expressly negatived or varied by this contract.

22.4 Where the terms of this contract are at variance with the order or instruction from the customer, this contract shall prevail.

22.5 Any personal guarantee made by any third party shall not exclude the customer in any way whatsoever from the liabilities and obligations contained in this contract. The guarantors and customer shall be jointly and severally liable under the terms and conditions of this contract.

22.6 If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

23. REVIEW OF TERMS

Electronic Interiors LTD reserves the right to review any of these terms at any time.