D&E Air Conditioning NZ Limited

Terms and Conditions

D&E Airconditioning NZ Limited is hereinafter referred to as the Purchaser.

The vendor, supplier or sub-contractor is hereinafter referred to as the Supplier.

1.  Application:

1.1.  These terms and conditions apply to all supplies of goods by the Supplier to the Purchaser.

1.2.  No variation or waiver to these terms and conditions and no terms and conditions put forward by the Supplier or printed on the Suppliers invoices to the Purchaser will have any effect unless expressly agreed in writing by both parties.

1.3.  These terms and conditions supersede all previous negotiations and conditions, whether oral or written.

2.  Order of Precedence:

2.1  In the event of any inconsistency between the purchase documents the following order of precedence applies:

• a)  Any special conditions of the Purchase Order
• b)  General conditions of purchase
• c)  Other documentation

3.  Fixed Lump Sum:

3.1.  The contract price shown on the order is fixed and includes and allows for everything required to complete the works and for the Supplier to carry out and complete its obligations under this order.

3.2.  The contract price is not subject to rise and fall, losses associated with prolongation or disruption of the works or foreign exchange adjustments. The contract price includes all award payments, site allowances, site-specific allowances and statutory obligations pertaining to KiwiSaver employer contributions, holiday pay and any other employment-related entitlements payable to the Supplier’s personnel under New Zealand law.

3.3.  To the fullest extent permissible by law the liability of the Purchaser to the Supplier (including for breach of contract and negligence) shall be limited to payment of the contract sum.

4.  Assignment and Sub-Letting:

4.1  No part of this order shall be assigned or sub-let without the prior written approval of the Purchaser.

5.  Entire Understanding:

5.1.  The Supplier shall be deemed to have notice of all provisions of the contract between the Purchaser and its Customer and shall assume towards the Purchaser, as far as applicable to the Supplier’s obligations and responsibilities, the same obligations that the Purchaser by that contract assumes to its Customer.

5.2.  The Supplier acknowledges that a copy of the Purchaser’s contract with its Customer will be made available by the Purchaser on request from the Supplier.

5.3.  Upon it becoming apparent that the Supplier will be delayed in completing the work contained in the Purchase Order, the Supplier shall immediately advise the Purchaser in writing as to the cause of the delay.

5.4.   Should the Supplier prevent the Purchaser from complying with the programme requirements of the contract with the Customer, the Purchaser may in turn hold the Supplier responsible for any costs, liquidated or consequential damages (to the extent recoverable at law) the Purchaser may be liable for under its contract with the Customer.

5.5.   Nothing in this clause or otherwise in this order entitles the Supplier to exercise any of the Purchaser’s rights under the Purchaser’s contract with the Customer without the Purchaser’s prior written consent.

5.6.   The Supplier agrees to indemnify and save harmless the Purchaser and its Customers from all costs, expenses or damage arising out of alleged infringements of patents, and from liability for accidental damage, loss or injury sustained by any persons by reason of anything the Supplier or the Supplier’s employees do whilst completing the work contained in the order.

5.7.   The Supplier shall work in accordance with the programme provided by the Purchaser or, if no programme is provided, in accordance with the delivery date and instructions indicated in the Purchase Order.

6.  Insurances & Warranties:

6.1.  Insurance of the goods, materials, equipment supplied and work performed by the Supplier is the responsibility of the Supplier.

6.2.  The Supplier assumes complete responsibility for all necessary cover under the Accident Compensation Act 2001 (including payment of all employer levies payable to the Accident Compensation Corporation) and any other insurance deemed necessary under New Zealand law, to the extent that the Purchaser is indemnified against any and all claims which may arise consequent upon completing the work contained in the Purchase Order.

6.3.  The Supplier warrants that the goods and services covered by this order will conform to the requirements of this order and will be merchantable and free from any defects in design, material or workmanship for a period of twelve (12) months and shall promptly correct at no cost to the Purchaser any such defects as may develop within this period. The foregoing defects liability period shall ensure to the benefit of and be enforceable by the Purchaser or its Customer. The defects liability period shall be deemed to commence from the date of practical completion applicable to the Purchaser.

7.   Health and Safety:

7.1.   The Supplier shall comply with the Health and Safety at Work Act 2015, all regulations made under that Act, and all other applicable legislation, statutes, regulations, codes of practice and other legal requirements relating to health and safety, and to the extent permitted by law shall indemnify the Purchaser against any costs, expenses, claims, loss or damage resulting from a breach of such requirements.

7.2.   The Supplier warrants that it has received a copy of the Purchaser’s Health and Safety Management System (or the Health and Safety management system that the Purchaser is operating under), and that it understands and accepts this system and will perform the works in accordance with this system, and that it will make the content of this system known to its employees working on any site to which this order relates and will ensure that those employees perform the works in accordance with this system.

7.3.   The Supplier acknowledges that the Supplier and the Purchaser may each be a Person Conducting a Business or Undertaking (PCBU) for the purposes of the Health and Safety at Work Act 2015 and agrees to consult, cooperate and coordinate activities with the Purchaser and other duty holders so far as is reasonably practicable.

8.  Payment and Variations:

8.1.   Payment claims must be received by the Purchaser no later than the 20th day of each month. Any claims received after this date may be deemed to have been submitted on the 20th day of the following month (and may delay payment).

8.2.  All payment claims must quote a Purchase Order Number (where applicable) and include sufficient details to allow the Purchaser to verify the validity of the claim.

8.3.   All prices on the Purchase Order are exclusive of Goods and Services Tax (GST). Where a supply made under the Purchase Order is a taxable supply, the Supplier must issue a valid tax invoice in accordance with the Goods and Services Tax Act 1985, and the Purchaser will pay the GST in addition to the contract price on receipt of that tax invoice.

8.4.  If the goods are not delivered by the required date the Purchaser may cancel the Purchase Order in respect of such undelivered goods without incurring charges in relation to such cancellation.

8.5.  The Purchaser may instruct a variation to the Purchase Order (including, without limitation, a variation increasing or decreasing the scope of work)

• a)  If the instruction will result in an adjustment to the price or require an adjustment to the delivery of the goods and/or services or both, the Supplier must within 5 business days, and before commencing the work the subject of the instruction, notify the Purchaser in writing and provide details of the Supplier’s quotation regarding the anticipated adjustment to the price of the Purchase Order and the required adjustment to the delivery date.
• b)  The Supplier is not entitled to any adjustment to the price of the Purchase Order or to the delivery date as a result of carrying out an instruction unless it received a written instruction to proceed from the Purchaser.

9.  Delivery:

9.1.  The Supplier shall deliver the goods strictly in accordance with the shipping instructions and dates required as indicated in the Purchase Order. Goods must be accompanied by a delivery docket stating the Purchase Order number and item number shown on the front of the Purchase Order.

9.2.  Transport arrangements and costs are the responsibility of the Supplier. Immediately upon shipment, the Supplier shall notify the Purchaser advising complete shipping and route information.

9.3.  The Supplier shall hold the goods in storage as required to meet the specified delivery date. Where delivery is delayed at the Purchaser’s request, including as a result of project delays, client delays, site access restrictions, construction sequencing or any other circumstances beyond the Purchaser’s control, the Supplier shall store the goods until delivery is requested, without imposing storage, handling or other associated charges, and without any adjustment to the Purchase Order price under clause 8.5, unless otherwise agreed in writing by the Purchaser prior to such charges being incurred. Risk and property in the goods remain with the Supplier during any such storage period in accordance with clause 9.4.

9.4.  The subject of the Purchase Order shall remain the property of the Supplier until actually received by the Purchaser at the location stated in this order. Hoisting and off-loading are the responsibility of the Supplier whenever the Supplier is required to install or erect plant, materials or equipment supplied by the Supplier.

10.  Modern Slavery and Ethical Sourcing

10.1.  For the purpose of these terms and conditions, “Modern Slavery” means all forms of slavery, servitude, forced or compulsory labour, debt bondage, child labour, deceptive recruiting for labour or services, and human trafficking, as those concepts are described in the International Labour Organisation Forced Labour Convention 1930, the ILO Worst Forms of Child Labour Convention 1999, and the United Nations Guiding Principles on Business and Human Rights.

10.2.  The Supplier acknowledges that New Zealand does not at the date of this Purchase Order have a stand-alone Modern Slavery Act, but that the Purchaser nevertheless requires its supply chain to operate to international standards on ethical sourcing and human rights, and to comply with all applicable New Zealand laws including the Crimes Act 1961, the Employment Relations Act 2000, the Wages Protection Act 1983, the Minimum Wage Act 1983 and the Immigration Act 2009.

10.3. The Supplier undertakes that:

• a)  it has taken reasonable steps to identify, assess and address risks of Modern Slavery practices in the operations and supply chains used in the provision of the goods and/or services; and
• b)  no entity in the Supplier’s supply chain utilises Modern Slavery in its operations

10.4. If at any time the Supplier becomes aware of Modern Slavery practices in the operations and supply chains used in the performance of this agreement, the Supplier must as soon as reasonably practicable:

• a)  notify the Purchaser in writing;
• b)  take all reasonable action to address or remove those practices, including where relevant by addressing any practices of other entities in its supply chains; and
• c)  provide any reports or information reasonably required by the Purchaser to ensure that the Supplier is addressing or has addressed any Modern Slavery practices in the Supplier’s operations and supply chains used in the performance of this agreement.

10.5.  The Supplier will ensure its officers, employees, directors, agents and representatives responsible for managing the operations and supply chains used in the performance of this agreement have undertaken suitable training to be able to identify and report Modern Slavery.

10.6.  The Supplier will prepare and implement an Ethical Sourcing and Modern Slavery Risk Management Plan in relation to its performance of this agreement. That plan should at a minimum detail:

• a)  Supplier’s steps to identify and assess risks of Modern Slavery practices in the operations and supply chains used in the performance of this agreement;
• b)  the Supplier’s processes for addressing any Modern Slavery practices of which it becomes aware in the operations and supply chains used in the performance of this agreement;
• c)  the content and timing of training for the Supplier’s officers, employees, directors, agents and representatives about Modern Slavery; and
• d)  a process for handling a complaint or grievance about Modern Slavery practices consistent with the criteria set out in the United Nations’ Guiding Principles on Business and Human Rights: Implementing the United Nations “Protect, Respect and Remedy” Framework.

10.7.  The Supplier must upon written request provide the Purchaser with a copy of its Ethical Sourcing and Modern Slavery Risk Management Plan as evidence of its compliance with this clause 10.

10.8.  The Supplier must comply with that plan in its performance of this agreement. For the avoidance of doubt, nothing in this clause 10 derogates from the Supplier’s other obligations arising under this agreement or otherwise in relation to the provision of the goods and/or services.

11.  Publicity and Social Media:

11.1.  The Supplier must not publish, disclose, or make public any information or material relating to the Purchaser, the Purchaser’s customers, any project, site, works, goods, services, or this Purchase Order.

11.2.  This includes all social media, websites, marketing material, case studies, tenders, presentations, and publications.

11.3.  The Supplier must obtain the Purchaser’s prior written approval before making any public reference to the Purchaser or the works.

11.4.  The Purchaser may require the immediate removal of any material published in breach of this clause.

12.  Confidentiality and Intellectual Property:

12.1.  All information and data provided by the Purchaser is confidential and remains the property of the Purchaser.

12.2.  The Supplier must use the information and data only to perform its obligations under this Purchase Order.

12.3.  The Supplier must not disclose or use the information or data for any other purpose without the Purchaser’s prior written consent.

12.4.  All intellectual property rights created or developed by the Supplier in connection with the goods or services under this Purchase Order become the property of the Purchaser upon creation.

12.5.  To the extent that any Intellectual Property Rights are created, developed, or enhanced by the Supplier in the course of performing services for the Purchaser, whether alone or jointly, those Intellectual Property Rights vest in and are assigned to the Purchaser upon creation.

12.6.  The Supplier assigns all such Intellectual Property Rights to the Purchaser and must do all things reasonably required to give effect to that assignment, and must take reasonable steps to protect the Purchaser’s information and data.

12.7.  The Supplier must take reasonable steps to ensure the Purchaser’s data is stored and handled in a manner consistent with the Privacy Act 2020 and any other applicable New Zealand privacy and data-protection laws, and must notify the Purchaser if data is stored or accessed outside New Zealand.

12.8.  The Supplier must immediately notify the Purchaser upon becoming aware of any actual or suspected unauthorised disclosure, access, loss, or breach of the Purchaser’s information or data. The Supplier is liable for any breach of this clause by its personnel, agents, or subcontractors.

12.9.  The Supplier must ensure that these obligations are imposed on and complied with by its employees, agents, and subcontractors.

12.10.  These obligations survive completion, termination, or cancellation of the Purchase Order.

13.  Personal Property Securities

13.1.  In this clause 13, “PPSA” means the Personal Property Securities Act 1999 (New Zealand), and terms used in this clause that are defined in the PPSA have the meaning given to them in that Act.

13.2.  To the extent that the Purchaser has or acquires a security interest (as defined in the PPSA) in any goods supplied or to be supplied by the Supplier, the Supplier:

• a)  consents to the Purchaser registering a financing statement on the Personal Property Securities Register in respect of that security interest; and
• b)  agrees to promptly do all things reasonably required by the Purchaser to enable that registration, including providing such information as the Purchaser may reasonably require.

13.3.  The parties agree that, to the extent permitted by section 107(2) of the PPSA, sections 114(1)(a), 133 and 134 of the PPSA do not apply, and the Supplier waives its right to receive any notice or statement under sections 116, 120(2), 121, 125, 129 and 131 of the PPSA.

13.4.  Nothing in this clause limits any other rights or remedies the Purchaser may have under the Purchase Order or at law.

14.  Consumer Guarantees Act and Fair Trading Act

14.1.  The parties acknowledge that the goods and services being supplied under each Purchase Order are acquired by the Purchaser in trade for the purposes of the Purchaser’s business, and accordingly:

• a)  the Consumer Guarantees Act 1993 does not apply to any supply of goods or services under the Purchase Order; and
• b)  to the maximum extent permitted by section 5D of the Fair Trading Act 1986, the parties agree that the provisions of sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, on the basis that it is fair and reasonable for the parties to be bound by this provision.

14.2.  This clause does not limit the warranties expressly given by the Supplier under clause 6.3 or any other express obligation of the Supplier under the Purchase Order.

15.  Governing Law and Jurisdiction

15.1.  Each Purchase Order and these terms and conditions are governed by, and will be construed in accordance with, the laws of New Zealand.

15.2.  The parties submit to the non-exclusive jurisdiction of the courts of New Zealand in respect of any dispute arising out of or in connection with the Purchase Order

Issued: July 2026