In these Terms of Trade, we, us, and our refer to Ledtrac NZ Limited and include our employees. You refers to the Customer in the Order Details. Parties refers to you and us.

The agreement between you and us (Contract) is contained exclusively in these Terms of Trade and any subsequent variations agreed to by us in writing. 

By Placing an Order, you accept the terms of this Contract to the exclusion of any of your terms and all previous representations made to you.

1. Definitions

1.1 In these Terms of Trade:

Delivery means the delivery of the Product to the location specified in the Order Details. 

Contract Price is as specified in the Order Details, subject to clause 3. 

Order Details means the Order Details in the attached form. 

Place(ing) an Order means your confirmation to us in writing, whether by signing this Contract or by confirmation via email, that you agree to purchase the Product.

Product means any light or accessory provided by Ledtrac NZ Limited.

1.2 Reference to a party includes that party’s successors, executors, administrators and

permitted assigns.

1.3 Reference to clauses is to clauses in this Contract.

1.4 Reference to a statute includes:

(a) references to all regulations, orders, rules, or notices made under that statute; 

(b) all amendments to that statute and those regulations, orders, or notices; or 

(c) any statute passed in substitution of that statute. 

2. Commencement and Delivery

2.1 This Contract is binding on the parties from the date on which you Place an Order. If you Place an Order by email it creates the Contract. 

2.2 We will deliver the Product to the address specified in the Order Details at a date and time agreed with you.

2.3 If we have given you a date for Delivery, that date is approximate only. We give no warranty that Delivery will occur on or before that date. 

2.4 We may unilaterally extend the date for Delivery for any reason outside our control.

2.5 Delivery will occur when we deliver the Product to you. 

3. Price

3.1 You will pay to us the Contract Price plus any disbursements, including additional Delivery costs, incurred by us on your behalf.

3.2 The Contract Price replaces any prior quotation or estimate. 

3.3 Unless specified otherwise, the Contract Price and all other amounts payable under this Contract are plus GST and are payable in New Zealand dollars. 

3.4 Disbursements incurred by us on your behalf may include a reasonable mark-up by us. 

4. Terms of payment

4.1 You will pay the Contract Price, and any associated expenses and disbursements, 7

days after the date of our invoice for that sum (Due Date). 

4.2 If you do not make payment on the Due Date, you will be in default and must pay us default interest at the rate of 14% per annum, accruing on a daily basis on the total amount outstanding from the Due Date to the date of payment in full of the amount due, including any accrued interest. 

4.3 Payment of all sums under this Contract will be without set-off or deduction of any kind.

4.4 We may apportion payments to outstanding accounts as we determine in our sole discretion.

5. Ownership

5.1 We retain ownership of the Product until the Contract Price is paid in full.

6. Risk

6.1 The risk in the Product passes to you on Delivery.

7. Materials

7.1 You acknowledge the Product and any materials in the Product may vary in colour and quality from any sample, description, photo, or specification. Any variation, irregularity or imperfection in the materials will not constitute a failure of the materials to correspond with the sample, description, photo, or specification. You may not reject the Product or materials or withhold payment of the Contract Price because of this variation, irregularity, or imperfection.

8. Limitation of liability

8.1 Subject to clause 8.2 below, where you engage us to provide the Product, we guarantee that the Product will be free from defects in material and workmanship for an operating lifetime of 50,000 hours from Delivery (Warranty). Your remedy for our breach of this Warranty is that we will replace or repair the Product at our own cost. However, we will not be liable in any way for any loss or damage arising from:

(a) fair wear and tear;

(b) wilful damage;

(c) any failure to follow our instructions regarding the care and use of the Product;

or

(d) any alteration or repair of the Product, other than by us.

8.2 Where you engage us provide a Product for the purposes of a business, as a commercial customer:

(a) the Product is both supplied and acquired in trade for the purposes of 43(2) of the Consumer Guarantees Act 1993. The SGA-638657-1-1-V15 parties contract out of the Consumer Guarantees Act 1993 to the fullest extent permitted by law;

and

(b) it is fair and reasonable that you are bound by the exclusion in this clause.

8.3 Notwithstanding our obligations as set out in clause 8.1 above and to the extent that the law prevents us from excluding liability, we will not be liable for any loss or damage or liability of any kind whether: 

(a) suffered or incurred by you or another person; and

(b) in contract, or tort, including in negligence, or otherwise: and

(c) the loss or damage arises directly or indirectly from the Product, the Project or materials provided by us to you.

8.4 To the extent we are liable for any loss suffered by you arising from breach of these Terms of Trade, the Contract or for any other reason, our liability is limited to the Contract Price. 

9. Force majeure

9.1 We will not be liable for any delay or failure to deliver the Product if the cause of delay or failure is beyond our control.

10. Default

10.1 If:

(a) you fail to pay any money owing on the Due Date;

(b) we believe you: 

(i) have committed or will commit an act of bankruptcy; 

(ii) have had or are about to have a receiver or liquidator appointed; or 

(iii) are declared insolvent;

(c) you are otherwise in breach under this Contract; then, in addition to any remedies we have at law, we may do one or more of the following:

(d) require immediate payment of the Contract Price;

(e) charge default interest under clause 4.2;

(f) immediately terminate this Contract and Terms of Trade by written notice to you. 

11. Notices

11.1 Any notice may be delivered in person or sent by email to you or to any director, where you are a company.

12. Costs

12.1 You must pay our costs of the enforcement or attempted enforcement of our rights under these Terms of Trade or the Contract including all debt recovery costs and legal costs.

13. Assignment

13.1 You must not assign any of your rights, powers, or obligations under these Terms of Trade or the Contract without our prior written consent.

14. Disputes

14.1 If a dispute arises under this Contract, the parties will act in good faith to resolve the dispute. Any claim or dispute arising under this Contract or Terms of Trade will be determined by mediation if the parties are unable to resolve the dispute themselves within one calendar month of the dispute arising. Nothing in this clause prevents either party from taking immediate steps to seek any equitable relief before the New Zealand court.