Nexus Plumbing

Terms and Conditions of Trade

1. Definitions

1.1. “NP” refers to Nexus Plumbing, an independent company, including its successors, assigns, employees, contractors, or any person acting on behalf of and with the authority of “NP” and incorporates the use of I, we, us, and ours.

1.2. “Customer” in these terms denotes the user of the Goods and Services and, if the order has been placed with “NP” by a broker, agent, or third party, includes that broker, agent, or third party, personally or otherwise. If there is more than one Customer, the term refers to each Customer jointly and severally.

1.3. “Work” in these terms signifies the execution of Plumbing, Drainage, Roofing, and Gas Fitting services for you, as well as the production or supply of any Goods by us as part of or related to such services, as described in any quotation or invoice.

1.4. “Charge Up” in these terms denotes the actual cost of the work performed by NP requested by the Customer and any additional work to any quotation already provided.

1.5. “Goods” shall have the meaning given to it in the Personal Property Securities Act 1999.

1.6. “Inventory” shall have the meaning given to it in the Personal Property Securities Act 1999 and is described in these terms as “Goods.”

1.7. “Working Day” shall have the meaning given to it in the Interpretation Act 1999. For NP, this is Monday to Friday, 8am to 4:30pm.

1.8. “Re-stocking Fee” refers to any amount charged by a wholesaler or retailer to “NP” for accepting returned merchandise.

1.9. “After Hours” indicates any hours outside of the “Working Day,” Monday to Friday, 8am to 4:30pm.

1.10. “Public Holiday” is outlined in the Holidays Act 2019.

2. Acceptance

2.1. These Terms of Trade apply to the supply of any Work to the Customer provided by NP and pertain to all future work requests unless otherwise specified in writing.

2.2. Upon requesting or placing any order for Work from or with NP, the Customer is deemed to have read, understood, and accepted these Terms of Trade.

2.3. NP reserves the right to review and alter these Terms of Trade at any time. If, following any such review, there is to be any change to these Terms of Trade, that change will take effect from the date that NP notifies the customer of such change in writing and will prevail over any other terms to the extent of any inconsistency with any other document or agreement between the Customer and NP.

3. Trading Issues

3.1. NP reserves the right to decline, in its sole discretion, any order for the request of any Work or Services; in which case the Customer will be informed as soon as reasonably practicable. All estimated prices are subject to change without notice and at the sole discretion of NP.

4. Quotations

4.1. All quotations are valid for 30 calendar days from the date of the quotation and are provided in writing. All work quoted in excess of $1,000.00 (including GST) is subject to the Customer first paying to NP a deposit of 50% of the quoted works price (including GST) and/or, in the case of a company, a personal guarantee from the shareholders and directors of that company in a form required by NP before any work will be commenced.

4.2. NP does not provide a breakdown of the quote provided, and the customer is required to accept the quotation in writing before any work will be commenced.

4.3. If any extra/additional work is required or requested after the quote is accepted and which is not described on the quotation, NP will communicate with the Customer to advise that the extra work will be invoiced on a Charge Up basis and will be set up as a variation to the quote contract, which the client accepts and agrees to pay the extra cost of.

4.4. Building, electrical, and hardware work, unforeseen issues, or items of any kind that are not quoted for are extra work and will be invoiced on a Charge Up basis (subject to clause 4.3).

5. Pricing

5.1. The Customer agrees to pay NP’s pricing as follows: a minimum service charge, including travel charge to the site in the Auckland area, admin, and vehicle costs. Additional hours of labours are charged, plus parts and materials.

(a) The amount set out on invoices provided by NP to the Customer for Goods supplied and Services performed or any cancellation; or

(b) NP’s quoted Price (subject to clause 4.1), binding upon NP if the Customer accepts NP’s quotation in writing within 30 days.

5.2 NP reserves the right to change pricing, and the Customer agrees to pay:

(a) for variations to the Goods or Services, invoiced on a Charge Up basis;

(b) in case Goods are unavailable from NP’s suppliers or Client-supplied Goods are non-compliant, NP may provide alternate Goods;

(c) for increases in labor or Goods costs beyond NP’s control, including variations in foreign currency rates or international charges;

(d) all prices are plus GST, payable in New Zealand dollars;

(e) disbursements incurred on the Customer’s behalf may include a reasonable mark-up;

(f) materials are charged at retail price, with time for obtaining materials and completing job notes chargeable;

(g) cancellation fees apply, refer to 8.3;

(h) additional costs for materials, rubbish removal, electrical work, building work, or unforeseen circumstances are at the owner’s expense;

(i) after-hours rates apply for jobs outside normal business hours (refer 1.7), plus materials;

(j) public holiday rates (refer 1.10) apply, plus materials;

(k) backflow tests per preventer cost, including travel, vehicle, admin charges, and test certificate;

(l) specialist rates apply for drainage and CCTV inspections;

(m) NP reserves the right to refuse installation of materials provided by the Customer if they are not new, lack sufficient quality or workmanship, or do not meet New Zealand approval standards.

6. Payment Terms

6.1. The Customer must pay in full for the Goods or Services upon job completion without deductions or setoffs, unless agreed otherwise in writing prior to the invoice date. Payment is considered made only when funds have fully cleared and are visible in NP’s bank account.

6.2. For quoted work requiring a deposit (refer 4.1), the deposit must appear in NP’s bank account before work will be scheduled.

6.3. For work exceeding $1,000+GST in value, a part payment or project payment will be required for all Charge Up work and must be paid to continue with the project.

6.4. Payments can be made by cash on completion, direct debit, or eftpos.

7. Default

7.1. NP reserves the right to charge interest on overdue accounts at a rate of 10% per month on the outstanding balance from the due date until payment is received. The right to charge interest is in addition to NP’s other rights regarding non-payment or late payment.

7.2. NP further reserves the right to recover all costs and/or expenses incurred in repossessing the Goods or instructing a solicitor or debt collection agency to recover overdue amounts (including any amount due from a Disputes Tribunal order or unpaid judgment). Such costs and expenses shall bear interest as provided in 7.1 until the date of payment.

8. Cancellation

8.1. All cancellation requests for Work and Services must be submitted in writing via email to NP at least 24 hours prior to the commencement of the work.

8.2. NP reserves the right to charge the customer a restocking fee.

8.3. If a cancellation request for goods and/or services is received while in transit to or on site, the Customer agrees to pay a cancellation fee of $150.00.

Privacy Act 2020

9. Privacy

9.1. The Customer and Guarantors authorize NP or its agent to:

(a) collect, retain, and use any information about the Customer and/or Guarantors for the purpose of assessing their creditworthiness, providing Goods and Services, or marketing products and services to them;

(b) disclose information about the Customer and/or Guarantors, whether collected by NP or its agent directly from them or obtained from any other source, to any other credit provider or credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection, or notifying a default by the Customer and/or Guarantors.

9.2. The Customer and Guarantors acknowledge that such collection, retention, use, and disclosure are managed in accordance with the Privacy Act 2020, and that they have rights under the Act to access and request correction of any personal information held about them.

9.3. For individual Customers and/or Guarantors, the authorities under clause 9.1 serve as consents for the purposes of the Privacy Act 2020.

10. Force Majeure

10.1. NP shall not be liable for any delay or failure to fulfill any obligation in whole or in part under these Terms of Trade or any loss or damage (including indirect or consequential loss or damage) if such delay or failure is due to Force Majeure (as commonly understood). Nothing in this clause 10 shall excuse payment of any amount owing as it becomes due under the Terms of Trade.

11. Limitation of Liability

11.1. The Consumer Guarantees Act 1993, the Fair Trading Act 1986, and other statutes may impose warranties, conditions, or obligations upon us which cannot by law (or which can only to a limited extent by law) be excluded. 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.

11.2. NP shall have no further liability or responsibility for any loss of profits, revenue, business opportunity, anticipated savings, wasted overheads, and damage to goodwill, as well as direct, indirect, or consequential injury, loss, or any damage whatsoever and however arising.

12. Ownership and Property

12.1. Property and ownership of goods, whether in their original form or incorporated into, intermingled with, or attached to another product, will not transfer to you until we receive full payment of the purchase price of the goods and any other amounts you owe us for any reason;

12.2. Until the property is transferred to you, you must hold any goods and proceeds of any kind in a fiduciary capacity for us as a bailee and store and sell them in a way that allows them to be identified and cross-referenced to specific invoices;

12.3. Unless otherwise notified in writing, if goods are sold to you as inventory, consignment stock, or for resupply (including by way of attachment to or incorporation into manufactured or assembled goods), you are authorized to sell the goods in the ordinary course of your business. However, you must hold any accounts receivable or other proceeds for our benefit. If you use any monetary proceeds to purchase replacement inventory, whether from us or a third party, you must hold that replacement inventory and its proceeds as collateral for our benefit until all amounts owed to us are paid.

12.4. You are not allowed to resell or relinquish possession of any goods we supply for your use before you have paid for them in full, unless we have granted you our written consent.

12.5. If you have not paid for the goods and we reasonably believe that the goods have been or will be destroyed, damaged, disposed of, sold, endangered, disassembled, removed, or concealed, or that you are or will be in breach of any part of clauses 6, 12, and 13 of these Terms of Trade, we or our agent may enter your premises without further notice to you or any other person, to remove any goods that belong to us, including goods incorporated into other goods, without prejudice to any of our other rights.

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

13.1. By agreeing to these terms and conditions in writing, you acknowledge and agree that these terms and conditions constitute a security agreement for the purposes of the PPSA; and

13.2. You grant us a security interest in the Goods we supply to you. Our security interest covers the Goods, along with proceeds of all kinds, up to the value of all Goods we have supplied to you, whether or not those Goods have become accessions to other Goods or processed or intermingled with other Goods. The Goods and Services subject to the security interest will be described on our invoices. If the Goods we supply to you become mixed with other similar Goods supplied by other parties, you grant us a security interest in the mixed Goods up to the value of the Goods in the mixture that we have supplied to you but have not yet been paid for;

13.3. You agree to perform all necessary actions and provide us with any information we require to register a financing statement over the goods and their proceeds of all kinds upon request. You waive all rights to receive a copy of any verification statement or financing statement. 13.4. You must inform us in writing of any changes to the information you have provided to us, and at least 15 business days before changing your name, company name, or trading name.

13.5. You agree to supply us, within 2 business days of our written request, with copies of all security interests registered over your personal property, and you authorize us as your agent to request information from any secured party relating to any security interest held in any personal property that is or has been in your possession or control;

13.6. You must reimburse us for our reasonable costs, including legal costs on a solicitor-client basis, associated with the discharge or amendment of any financing statement registered by us, regardless of whether the change was initiated by you;

13.7. If we repossess Goods under this agreement, we may maintain or dispose of those goods without notice to you or any other person, and, after deducting reasonable costs of sale, we will credit any surplus against any amounts owing to us. We shall not be obliged to provide you with a statement of account or pay any person other than you or your receiver or liquidator any sum in excess of the total amount you owe us at the time we credit your account. We will not be obligated to reinstate or resupply any repossessed Goods to you;

13.8. You authorize us or our agent to search the Personal Property Securities Register at any time for information about you or (if you are a company) your parent and associated companies.

14. Delivery and Risk

14.1. The Customer is responsible for insurance and risk associated with the goods from the time they leave NP’s premises;

14.2. The Customer agrees to cover all delivery costs. If NP delivers any order in installments, each delivery constitutes a separate contract under the Terms of Trade;

April 2022

14.3. All claims regarding shortages or delivery damage must be submitted in writing to both the carrier and NP within 3 business days of the delivery date, or in the case of non-delivery, within 2 business days of the expected delivery date;

14.4. NP will strive to deliver goods and provide services in a timely manner, but will not be liable to you for any loss or damage resulting from any delay in delivery or performance;

14.5. Delivery of the goods shall be made by NP or its agent by delivering the goods to the customer’s address specified in the customer’s order after NP or its agent has notified the customer that the goods are ready for delivery.

15. Notices

15.1. All notices required or permitted under these Terms of Trade shall be in writing and shall be delivered personally to NP or sent by certified email.

15.2. Any such notice shall be deemed given when delivered personally to NP or, if sent by certified email, on any working day before 03:00 pm. Any notice received by email after 03:00 pm shall be deemed given on the next working day.

16. Solvency Test

16.1. If the customer is a limited liability company, the directors agree to ensure that the customer satisfies the solvency test as outlined in section 4 of the Companies Act 1993 at all times.

16.2. The directors agree to notify NP immediately if there is doubt regarding the company’s solvency:

(a) at the time of placing an order for Goods and Services;

(b) if an invoice becomes overdue for payment as provided for in 6.1.

16.3. The directors will provide NP with a signed solvency certificate if there is more than $5,000.00 overdue to NP and in the following circumstances:

(a) when the company makes distributions for the benefit of a shareholder, including a dividend or incurring a debt for a shareholder’s benefit;

(b) when shares are purchased in the company;

(c) when share redemption options are being exercised;

(d) when the company offers financial assistance to acquire shares;

(e) during an amalgamation; and

(f) 20 days prior to a solvent liquidation.

17. Warranties

17.1. If the Consumer Guarantees Act 1993 (“the Consumer Act”) applies to the supply of Goods and Services under these Terms of Trade, you may have additional rights under that act.

17.2. If Goods are subject to manufacturers’ warranties, we will pass on the benefit of those warranties to you without being directly liable to you under any warranty. You are responsible for the cost of returning Goods to the manufacturer or to us under any warranty, and you may be responsible for additional costs including (but not limited to) freight. If you require our assistance with a warranty claim, you must pay our service and call-out charges. We may refuse to assist with warranties if any sum that you owe us for any reason is overdue or remains unpaid.

18. Dispute Resolution

18.1. If a dispute arises between the parties to this contract, either party shall send a written notice of dispute to the other party, adequately identifying and providing details of the dispute. Within 14 days after receiving a notice of dispute (pursuant to clause 15), the parties shall confer at least once to attempt to resolve the dispute. Each party shall be represented by a person with the authority to agree on a resolution of the dispute.

18.2. If the dispute cannot be resolved, either party may, by further written notice delivered by hand or sent by certified email to the other party, refer the dispute to the Disputes Tribunal to be determined in accordance with S10 of the Disputes Tribunal Act 1988 if the total amount sought in the proceedings does not exceed $30,000.00 or any such amount prescribed in the Act.

18.3. If the Customer fails to send a notice of dispute to NP (subject to 18.1), it is agreed between the parties that a dispute has arisen, and NP can immediately refer such dispute to the Disputes Tribunal (pursuant to 18.2).

19. General Terms

19.1. If NP fails to enforce any terms or exercise any rights under these Terms of Trade at any time, NP has not waived that right.

19.2. The Customer may not assign or subcontract any of their rights or obligations under these Terms of Trade.

19.3. If any provision in these Terms of Trade is held to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect, and the parties shall adjust their respective rights and obligations in accordance with the spirit and intent of the parties as shown by these terms of trade.

19.4. These Terms of Trade are governed by the laws of New Zealand. Any dispute is subject to the jurisdiction of the New Zealand courts.

19.5. At any time, NP may assign or subcontract any of their rights, title, interest, and obligations under these Terms of Trade.

20. Construction Contracts Act 2002

20.1. All construction work performed by NP under these Terms of Trade is subject to the provisions of the Construction Contracts Act 2002 (“CCA 2002”). This includes, but is not limited to, the rights and obligations regarding progress payments, the resolution of construction disputes, and the remedies for non-payment.

20.2. The Customer acknowledges that payments claimed under these terms are payments for construction work as defined by CCA 2002.

20.3. If any provision within these Terms of Trade conflicts with the CCA 2002, the relevant provisions of the CCA 2002 will prevail, and the conflicting terms within this agreement will be amended to comply with CCA 2002.

21. Integration and Update of Terms

21.1. This document includes updates and additions to ensure compliance with the Construction Contracts Act 2002 and the Privacy Act 2020. These updates or changes take effect immediately from the date of publication to existing and new Customers.

21.2. All other terms and conditions remain in effect as previously published unless specifically altered by the aforementioned updates.

Updated October 2025 – Nexus Plumbing Ltd