A & T Glass Group Ltd – Terms and Conditions

1. Definitions

– “Company” means A & T Glass Group Ltd.

– “Client” means the person, firm, company, or entity purchasing goods and/or services from the Company.

– “Goods” means any products, materials, or items supplied by the Company.

– “Services” means any services provided by the Company.

– “Contract” means the agreement between the Company and the Client for the supply of goods and/or services.

– “Variations” means any changes to the original scope of work, specifications, materials, design, or other aspects of the Contract requested by the Client.

– “Unforeseen Conditions” means site conditions or circumstances that could not reasonably be identified prior to commencement of the Services, including but not limited to hidden structural issues, irregular surfaces, or non-compliant previous work.

2. Formation of Contract

2.1 Upon the Client’s acceptance of a quote provided by the Company or the Client’s issuance of a purchase order to the Company, a binding contract is formed between the parties.

2.2 These terms and conditions shall govern the Contract to the exclusion of any other terms and conditions.

2.3 No variation to these terms and conditions shall be binding unless agreed in writing between authorised representatives of the Company and the Client.

3. Cancellation and Termination

3.1 Once a binding Contract is formed, the Client may not cancel the Contract without the written consent of the Company.

3.2 If the Client cancels the Contract or attempts to cancel the Contract, the Client shall be liable to pay the Company:

(a) All costs, expenses, and losses incurred by the Company as a result of the cancellation;

(b) Any costs already incurred by the Company in fulfilling or preparing to fulfill the Contract;

(c) Any deposits or payments already made by the Client shall be non-refundable; and

(d) A reasonable cancellation fee to compensate the Company for administrative costs and lost profit.

3.3 The Company reserves the right to terminate the Contract if:

(a) The Client breaches any provision of these terms and conditions;

(b) The Client becomes insolvent, enters into liquidation, or has a receiver appointed; or

(c) The Company reasonably believes that the Client will be unable to meet its payment obligations.

4. Price and Payment

4.1 All prices quoted are exclusive of GST unless otherwise stated.

4.2 The Company reserves the right to vary the price if:
(a) The Client requests Variations to the goods or services;
(b) Unforeseen Conditions arise during the provision of goods or services;
(c) Additional work is required to complete the installation to a safe, compliant, or acceptable standard; or
(d) There are increases in the cost of materials, labour, or other inputs beyond the Company’s control.

4.3 Payment terms are as follows:

(a) A deposit may be required before commencement of work;

(b) Progress payments may be required for projects of 75% and 90% completion; (c) Final payment is due within 7 days of invoice date unless otherwise agreed in writing.

4.4 Interest will be charged on overdue accounts at the rate of 2.5% per month or part thereof.

4.5 The Client shall pay all costs incurred by the Company in recovering overdue amounts, including legal costs on a solicitor-client basis.

4.6 Obligation to Pay
The Client shall not withhold payment for any reason, including disputes, delays, or dissatisfaction, where the Company has supplied goods or performed Services in accordance with the Contract. Any concerns must be raised in accordance with the dispute resolution process.

4.7 Payment for Work Completed
The Company is entitled to payment for all work completed and materials supplied up to the date of any suspension, delay, or dispute, including any approved Variations.

4.8 Suspension of Work
The Company reserves the right to suspend work if any payment is overdue or if the Client fails to meet their obligations under this Contract. Any resulting delays and costs will be the responsibility of the Client.

5. Variations

5.1 Any request by the Client for Variations must be submitted in writing to the Company.

5.2 The Company shall provide the Client with a written quote for any requested Variation, including:

(a) Additional costs or savings resulting from the Variation;

(b) Impact on delivery timeframes and completion dates;

(c) Any additional terms and conditions applicable to the Variation.

5.3 No Variation shall be implemented unless:

(a) The Company has provided a written quote where practicable; and

(b) The Client has accepted the quote in writing or has provided verbal instructions to any representative of the Company or written instruction to proceed.

5.4 Once a Variation is accepted by the Client:

(a) It becomes part of the binding Contract;

(b) The original contract price shall be adjusted by the amount specified in the variation quote;

(c) Delivery timeframes and completion dates shall be extended as specified in the variation quote;

(d) The Client shall be liable for all costs associated with the Variation regardless of whether it results in an overall increase or decrease to the contract value.

5.5 If the Client requests a Variation after work has commenced and such Variation requires the Company to:

(a) Cease work already in progress;

(b) Modify or remake work already completed;

(c) Re-order materials or change material specifications;

(d) Reschedule labour or resources;

Then the Client shall pay all associated costs including waste, labour, materials, and any other expenses incurred.

5.6 The Company reserves the right to refuse any Variation request that:

(a) Is not technically feasible;

(b) Would compromise safety or quality standards;

(c) Would conflict with applicable laws, regulations, or building codes;

(d) Would materially change the nature of the work originally contracted.

5.7 Time extensions granted due to Variations shall not be subject to liquidated damages or penalties, and the Company shall not be liable for any consequential losses arising from delays caused by approved Variations.

5.8 The Client acknowledges that Variations may affect the coordination and scheduling of other trades and contractors, and the Company shall not be liable for any delays or additional costs incurred by other parties as a result of approved Variations.

5.9 Unforeseen Conditions and On-Site Variations
The Client acknowledges that due to the nature of retrofit, glazing, and construction work, Unforeseen Conditions may only become apparent once work has commenced.

Where such conditions arise:
(a) The Company will notify the Client as soon as reasonably practicable;
(b) A Variation will be issued in accordance with this clause where practicable;
(c) If immediate action is required to ensure safety, structural integrity, or to prevent further damage, the Company may proceed with necessary work and inform the Client as soon as possible thereafter;
(d) All such work shall be treated as a Variation and charged accordingly.

6. Delivery and Risk

6.1 Any delivery or installation timeframes provided by the Company are estimates only and time shall not be of the essence unless expressly agreed otherwise in writing.

The Client acknowledges that:
(a) The Company manages multiple projects concurrently;
(b) Scheduling is dependent on prior job completion, material availability, weather conditions, and workforce capacity;
(c) Delays may occur due to factors outside the Company’s control.

6.2 Delivery timeframes may be extended due to:

(a) Client-requested Variations as detailed in clause 5;

(b) Delays in Client approvals, decisions, or provision of information;

(c) Unforeseen site conditions or access issues;

(d) Weather conditions that prevent safe working;

(e) Force majeure events as described in clause 9;

(f) Delays in obtaining necessary permits, consents, or approvals;

(g) Late delivery of materials or components by suppliers.

6.3 The Client shall provide reasonable access to the site and ensure that the site is ready for the Company’s work as scheduled.

6.4 If the Client causes delays through:

(a) Failure to provide timely approvals or decisions;

(b) Changes to access arrangements;

(c) Site not being ready as scheduled;

(d) Failure to coordinate with other contractors;

Then the Company may charge additional costs for delays, rescheduling, and standby time.

6.5 Risk in the goods passes to the Client upon delivery.

6.6 The Client shall inspect the goods immediately upon delivery and notify the Company in writing of any defects or damage within 48 hours of delivery.

6.7 Client Acknowledgement of Scheduling
The Client acknowledges that estimated timeframes are indicative only and may change. The Company will use reasonable endeavours to meet scheduled timeframes but shall not be liable for any delay or associated costs arising from changes to scheduling.

7. Title and Security Interest

7.1 Title to the goods shall not pass to the Client until payment in full has been received by the Company.

7.2 Until title passes, the Client shall:

(a) Hold the goods as bailee for the Company;

(b) Store the goods separately from other goods; and

(c) Not sell, dispose of, or encumber the goods without the Company’s written consent.

7.3 The Client grants to the Company a security interest in the goods and their proceeds under the Personal Property Securities Act 1999 (“PPSA”) to secure payment.

7.4 The Client waives the right to receive a verification statement under section 148 of the PPSA.

8. Warranties and Liability

8.1 To the extent permitted by law, all warranties, conditions, and guarantees whether express or implied by statute, common law, or otherwise are excluded.

8.2 The Company’s liability for any defect in the goods or services shall be limited to, at the Company’s option:

(a) Replacement of the defective goods;

(b) Repair of the defective goods;

(c) Re-performance of the services; or

(d) Refund of the price paid for the defective goods or services.

8.3 The Company shall not be liable for:

(a) Any indirect, consequential, or special losses or damages;

(b) Loss of profit, business, opportunity, or anticipated savings;

(c) Any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow instructions, misuse, or alteration of the goods without the Company’s approval.

8.4 The Client shall indemnify the Company against all claims, damages, losses, costs, and expenses arising from:

(a) The Client’s breach of these terms and conditions;

(b) The Client’s negligence or wilful misconduct; or

(c) Any third-party claim relating to the goods or services.

9. Force Majeure

9.1 The Company shall not be liable for any delay or failure to perform its obligations due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, strikes, lockouts, transport delays, government action, or shortage of materials or labour.

10. Intellectual Property

10.1 All intellectual property rights in or relating to the goods or services remain the property of the Company.

10.2 The Client shall not copy, reproduce, or reverse engineer the goods or any part thereof without the Company’s written consent.

11. Privacy

11.1 The Company will collect, use, and disclose personal information in accordance with the Privacy Act 2020 and the Company’s privacy policy.

12. Dispute Resolution

12.1 Any dispute arising out of or in connection with this Contract shall be resolved by negotiation in good faith.

12.2 If the dispute cannot be resolved by negotiation, either party may refer the dispute to mediation.

12.3 If the dispute is not resolved by mediation, either party may commence legal proceedings.

13. Governing Law

13.1 This Contract shall be governed by and construed in accordance with the laws of New Zealand.

13.2 The parties submit to the non-exclusive jurisdiction of the New Zealand courts.

14. Consumer Guarantees Act

14.1 If the Client is acquiring goods or services for business purposes, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply.

15. Construction Contracts Act

15.1 Where applicable, nothing in these terms and conditions shall limit or modify any rights the parties may have under the Construction Contracts Act 2002.

16. Health and Safety

16.1 The Client shall ensure that the site where the Company is to provide services is safe and complies with all health and safety requirements under the Health and Safety at Work Act 2015.

16.2 The Client shall indemnify the Company against all claims, damages, losses, costs, and expenses arising from the Client’s breach of its health and safety obligations.

17. General

17.1 If any provision of these terms and conditions is invalid or unenforceable, the remaining provisions shall not be affected.

17.2 The Company may assign or subcontract any part of the Contract without the Client’s consent.

17.3 The Client may not assign the Contract without the Company’s written consent.

17.4 No waiver by the Company of any breach shall be considered as a waiver of any subsequent breach.

17.5 Notices must be in writing and delivered to the last known address of the recipient by hand, post, or email.

18. Installation & Site Conditions

18.1 Nature of Work
The Client acknowledges that the Services involve working with existing buildings and structures. The condition, alignment, and suitability of existing materials, frames, and substrates cannot always be fully determined until work has commenced.

18.2 Existing Structures
The Company shall not be responsible for defects, deficiencies, or non-compliance in existing structures that may affect the installation.

18.3 Unforeseen Conditions
Without limiting clause 5.9, the Client acknowledges that Unforeseen Conditions may include:
(a) Walls, floors, or frames being out of level, plumb, or square;
(b) Hidden damage, decay, or deterioration;
(c) Inadequate or non-compliant previous workmanship;
(d) Obstructions or access limitations not previously visible;
(e) Variations in measurements once existing materials are removed.

18.4 Impact of Unforeseen Conditions
Where such conditions are encountered, it may be necessary to carry out additional work, which may result in changes to cost and timeframes. Any such changes will be managed as a Variation in accordance with this Contract.

19. Client Responsibilities and Acknowledgements

The Client agrees and acknowledges that:

19.1 They will provide timely decisions, approvals, and access to enable the Company to carry out the Services efficiently.

19.2 Delays caused by the Client (including indecision, restricted access, or changes to scope) may result in additional costs and rescheduling.

19.3 Construction and installation work may involve disruption, noise, and unforeseen adjustments.

19.4 Variations are a normal and expected part of construction and retrofit work.