Terms & Conditions Of Trade

GENERAL TERMS AND CONDITIONS OF TRADE

PREAMBLE

The Building Act 2004 governs the maintenance of building systems administered by the relevant local Territorial Authority (the “TA”) or Building Consent Authority (the “BCA”). The TA or BCA and the Department of Building and Housing (the “DBH”) may have discretion to determine the compliance required by a building owner and the procedures to be followed by Southgate Fire and Safety(2018)LTD in performing its role. The parties agree to limit their obligations to each other to the express provisions set out in this Agreement, it being contemplated that variations to this Agreement and review of the Base Charge may be required following any changes in through any exercise of the TA’s, BCA’s or the DBH’s discretion or otherwise. In addition, the scope of Southgate Fire and Safety(2018)LTD’s function and the scope of the building owner’s responsibilities may depend upon which interpretation is taken by Southgate Fire and Safety(2018)LTD or others of the relevant documents setting out these obligations. For the purposes of this Agreement the Customer accepts the reasonable interpretation of Southgate Fire and Safety(2018)LTD in respect of such documents and Southgate Fire and Safety(2018)LTD’s reasonable judgement in exercising its discretion with respect to its role pursuant to this Agreement. On this basis Southgate Fire and Safety(2018)LTD will assist the Customer in managing its compliance with its obligations and in keeping its Equipment in proper working order on the terms and conditions set out in this Agreement.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions:

“Agreement” means this agreement including these Southgate Fire and Safety(2018)LTD General Terms and Conditions (including the Preamble), Southgate Fire and Safety(2018)LTD’s Proposal and the Southgate Fire and Safety(2018)LTD Agreement Form.

“Building Act” means the Building Act 2004 and any amendments and includes the New Zealand Building Code and related codes, standards or other documents.

“Base Charge” means the amount payable per annum for Maintenance Services only, in accordance with the Agreement and subject to annual review in accordance with clause 8.

“Call Out Service” means dispatching personnel to the Site as soon as practicable upon receipt of a request from the Customer to do so.

“Compliance Maintenance Certificate” (Form 12a, ref’ Building Act 2004 clause 110.a) means the certificate issued by Southgate Fire and Safety(2018)LTD for the purpose of providing documentary evidence to the Customer that the Equipment has been maintained in accordance with the relevant Compliance Schedule(s) to enable a building warrant of fitness to be issued (insofar as it relates to the Equipment only) in accordance with the requirements of the Building Act. (The Customer acknowledges that it may need to obtain compliance maintenance certification in respect of equipment, systems and features not covered by this Agreement).

“Compliance Schedule” means the Customer’s Building Act Compliance Schedule in relation to the Equipment only.

“Equipment” means the equipment, systems and features listed and described in the Agreement and where the context requires also means any particular item or part of such equipment system or feature.

“Inspection Services” means the carrying out of such regular inspections of the Equipment (in respect of which Southgate Fire and Safety(2018)LTD has been responsible for performing Maintenance Services and only in respect of the period of such responsibility) and/or of the maintenance records of such Equipment as Southgate Fire and Safety(2018)LTD may deem necessary to verify that the Equipment has been maintained as required by the Building Act. Inspection Services includes the issue of an annual Compliance Maintenance Certificate and notification of any Remedial Work required or incomplete at the time of issue of the Compliance Maintenance Certificate.

Note: Inspection Services expressly excludes the cost of any attendance, testing or other services provided by any third party, unless otherwise nominated in this Agreement.

“Maintenance Services” means performing any or all of the following tasks in relation to the Equipment, subject to the exclusions noted herein:

Testing where specifically required by the Building Act to demonstrate that the equipment is in proper working order;

Inspection and/or testing at the intervals nominated in the Agreement;

Inspection Services (where applicable);

Minor lubrication and minor adjustment;

Cleaning of exterior (as appropriate).

Note: Maintenance Services expressly excludes Remedial Works and, unless specifically stated otherwise in any schedule of Equipment forming part of the Agreement:

Labour and/or materials associated with any scheduled or preventive overhaul or inspection involving the opening up or dismantling of any item of Equipment; The supply of any materials (other than minor lubricants, cleaning rags and the like), parts or consumable materials (such as, but not limited to treatment chemicals, refrigerants, fuel and the like);

Third party services and fees (such as, but not limited to, surveys, inspections, Fire Service fees, telephone line charges, building consent fees and the like);

Any Owner’s Checks;

Call-out Services (during normal working hours or otherwise)

Any testing, measurement, investigation, evaluation or analysis of operation or output.

“Owner’s Checks” means the Maintenance Services for which the building owner is responsible under the Building Act unless otherwise expressly stated in the Agreement. Owner’s checks are the responsibility of the Customer.

“Normal Hours” means the period between 0800 to 1630 hours, Monday to Friday (excluding statutory holidays).

“Remedial Works” means all other adjustments, tests or lubrication not covered by Maintenance Services or Inspection Services, and any Call Out Services, repairs or replacement of parts in relation to the Equipment or Owner’s Checks necessary to complete any maintenance in accordance with the relevant codes, standards or other documents referred to in the schedules (subject to clause 2.2) or to keep the Equipment in proper working order having regard to its age, design parameters, the use to which it is put and the condition that it was in at the Commencement Date. It is expressly acknowledged by the Customer that Southgate Fire and Safety(2018)Ltd may at its sole discretion determine whether any item of Equipment shall be repaired or replaced. Remedial Works shall not include any capital improvement, addition, modification, upgrade, modernisation or replacement of substantially the whole of the Equipment.

Note: Remedial Works are not covered by the Base Charge.

“Site” means according to its context the site or building in which the Equipment is located, or the actual physical location of the Equipment within such site or building.

“Site Representative” means the person or persons nominated in writing from time to time by the Customer as its employee or agent, with the authority of the Customer to receive all reports, notices and other communications from Southgate Fire and Safety(2018)Ltd; be available at all times to give Southgate Fire and Safety(2018)LTD access to the Site and the Equipment; instruct Southgate Fire and Safety(2018)LTD to perform Remedial Works or other additional services not covered by the Base Charge or authorised rectification cost; and authorise payments.                      .

“Term” means the period of the Southgate Fire and Safety(2018)LTD Agreement in years from the Commencement Date as stated on the Southgate Fire and Safety(2018)LTD Agreement form, and includes any renewal term as provided in clause 9.

1.2 Interpretation: In this Agreement unless the context requires otherwise, headings shall not affect the interpretation of this Agreement; references to parties (plural or singular) shall be the parties to this Agreement; and references to Southgate Fire and Safety(2018)LTD and to the Customer shall include Southgate Fire and Safety(2018)LTD’s and the Customer’s respective employees and agents;

1.3 References to clauses, the Southgate Fire and Safety(2018)LTD Agreement Form and the Preamble shall be the clauses, Southgate Fire and Safety(2018)LTD Agreement Form and Preamble to (or attached to) this Agreement, and the provisions of these shall have the same effect as if set out in the body of this Agreement);

1.4 Expressions defined in these Southgate Fire and Safety(2018)LTD General Terms and Conditions (including the Preamble), or the Southgate Fire and Safety(2018)LTD Agreement Form shall bear the defined meaning in the whole of this Agreement.

2. MAINTENANCE SERVICES

2.1 Southgate Fire and Safety(2018)LTD hereby agrees to provide Maintenance Services to the Customer for the Equipment in a proper and workmanlike manner.

2.2 The Customer acknowledges that the scope of Southgate Fire and Safety(2018)LTD’s inspection, maintenance and reporting obligations from time to time pursuant to this Agreement depend upon the interpretation of the Building Act and any relevant codes, standards or other documents referred to in the Schedule which identify and describe the inspection, maintenance and reporting procedures to be followed. The Customer agrees that at all times and in all respects it shall (unless such obligations are expressly stated in this Agreement) be bound by Southgate Fire and Safety(2018)LTD’s interpretation of such codes, standards or other documents (as well as Southgate Fire and Safety(2018)LTD’s understanding of prudent commercial practice) as far as these relate to Southgate Fire and Safety(2018)LTD’s inspection, maintenance and reporting obligations under this Agreement and, where any doubt arises, notwithstanding the provisions of clause 7, Southgate Fire and Safety(2018)LTD may at its sole discretion determine the scope of such obligations.

2.3 Southgate Fire and Safety(2018)LTD shall not be responsible for any requirement contained in the Compliance Schedule that is not expressly described in the Agreement. The Customer shall be solely responsible for all Compliance Schedule requirements not expressly covered by this Agreement, including any relevant Inspection Services.

2.4 Southgate Fire and Safety(2018)LTD shall not be obliged to issue a Compliance Maintenance Certificate (Form 12a) where Southgate Fire and Safety(2018)LTD  have notified in writing that Remedial Works are required and have not been completed, which in the reasonable opinion of Southgate Fire and Safety(2018)LTD are required for compliance with the Building Act.

3. INSPECTION SERVICES IN RESPECT OF OWNER’S CHECKS

3.1 Where recorded in the Agreement that Southgate Fire and Safety(2018)LTD is to provide Inspection Services in respect of Owner’s Checks, Southgate Fire and Safety(2018)LTD agrees, in addition to Inspection Services, to assist the Customer to meet the requirements of the relevant codes, standards or other documents by performing the following tasks:

Training those person(s) nominated in writing to Southgate Fire and Safety(2018)LTD by the Customer at the Commencement Date (”Nominated Persons”) in the performance of the relevant procedures; and Setting up check sheets or other maintenance records for use by Nominated Persons; and reviewing reports prepared by Nominated Persons for the purpose of compiling a Compliance Maintenance Certificate.

3.2 The costs of initial training of Nominated Persons shall be covered by the Base Charge. Southgate Fire and Safety(2018)LTD shall carry out such training as soon as practicable after the Commencement Date. Any additional Nominated Persons nominated after the Commencement Date shall be paid by the Customer to Southgate Fire and Safety(2018)LTD as Remedial Works at Southgate Fire and Safety(2018)LTD’s standard rates.

3.3 Where Southgate Fire and Safety(2018)LTD provides Inspection Services only in relation to Owner’s Checks the Customer shall at all times inspect, maintain, report, repair and perform any Remedial Works.

3.4 Southgate Fire and Safety(2018)LTD shall only be obliged to review reports or maintenance records prepared by and made available for inspection by the Customer’s Site Representative.

3.5 Southgate Fire and Safety(2018)LTD shall not be obliged to issue a Compliance Maintenance Certificate (Form 12a) in respect of the Owner’s Checks unless the Owner shall have performed its obligations under clause 3.3

4. REMEDIAL WORKS

4.1 Where any Remedial Works or other services in addition to those covered by the Base Charge are identified by Southgate Fire and Safety(2018)LTD during inspection as being necessary:

Southgate Fire and Safety(2018)LTD may carry out such additional services including Remedial Works, up to the “Authorised Rectification Cost” as recorded in the Agreement, without further authorisation from the Customer; or

Southgate Fire and Safety(2018)LTD shall notify the Customer of the Remedial Works or other services required and shall action such upon receipt of the Customers authorisation.

4.2 All Remedial Works and other services performed by Southgate Fire and Safety(2018)LTD for the Customer and all materials, spare parts or other goods supplied by Southgate Fire and Safety(2018)LTD to the Customer pursuant to this Agreement which are not covered by the Base Charge shall be invoiced by Southgate Fire and Safety(2018)LTD to the Customer at Southgate Fire and Safety(2018)LTD’s standard rates and paid by the Customer within 30 days.

4.3 Title in any materials supplied by Southgate Fire and Safety(2018)LTD under this Agreement shall remain with Southgate Fire and Safety(2018)LTD until delivery, whether or not incorporated into the Equipment, whereupon title shall be transferred to the Customer. Title in all parts removed from the Equipment under this Agreement shall vest in Southgate Fire and Safety(2018)LTD upon removal, unless otherwise agreed.

5. OBLIGATIONS OF SOUTHGATE FIRE AND SAFETY(2018)LTD

5.1 Subject to the Customer at all times observing and performing all of the covenants, agreements and conditions expressed or implied in this Agreement on the part of the Customer to be observed or performed, Southgate Fire and Safety(2018)LTD undertakes that at all times during the Term (or renewal term) it will use its reasonable endeavours to assist the Customer to manage its compliance and complete its building warrant of fitness in respect of the Equipment.

5.2 Southgate Fire and Safety(2018)LTD hereby agrees to provide a Call Out Service to the Customer at Southgate Fire and Safety(2018)LTD’s standard rates from time to time.

5.3 Southgate Fire and Safety(2018)LTD shall use its best endeavours to despatch personnel to the Site promptly or within any time expressly agreed in the Agreement or upon receipt of any request, and the Customer shall pay for such service at Southgate Fire and Safety(2018)LTD’s applicable standard rates.

5.4 Southgate Fire and Safety(2018)LTD undertakes to continue to hold public liability insurance in respect of the goods and services provided for the duration of the entire Term (or any renewal term).

5.5 Southgate Fire and Safety(2018)LTD shall endeavour to notify to the Customer whether any change in the Compliance Schedule or other codes, standards or other documents affects the Maintenance Services, without being required to do so.

5.6 Southgate Fire and Safety(2018)LTD shall comply with all reasonable requirements notified by the Customer regarding access to the Equipment or the Site, disturbance to occupants, site security, health and safety and the like.

5.7 Southgate Fire and Safety(2018)LTD shall maintain accurate records of the Maintenance Services and shall make such records available to the Customer and to the TA or BCA as reasonably required.

5.8 All workmanship and materials supplied for Remedial Works are guaranteed for twelve months from the date of supply to site, excluding fair wear and tear, misuse and accidental or malicious damage.

5.9 Southgate Fire and Safety(2018)LTD may at any time subcontract all or any part of its rights or obligations under this Agreement.

6. OBLIGATIONS OF THE CUSTOMER

6.1 The Equipment shall at all times remain at the Customer’s sole risk whether the Equipment is situated at the Site, the premises of Southgate Fire and Safety(2018)LTD (or Southgate Fire and Safety(2018)LTD’s agents) or in transit or elsewhere. It shall be the Customer’s sole responsibility to at all times effect and keep current all necessary insurance in respect of the Equipment.

6.2 The Customer shall immediately notify Southgate Fire and Safety(2018)LTD of any change whatsoever in the Compliance Schedule from time to time or any malfunction in the Equipment or any change in the status of the Equipment or the Site which may impact on the Compliance Schedule and on whether or not the Customer will obtain an annual building warrant of fitness pursuant to the Building Act in respect of the Equipment or the Site.

6.3 The Customer shall make available to Southgate Fire and Safety(2018)LTD all necessary documentation in the possession of the Customer for the purposes of enabling Southgate Fire and Safety(2018)LTD to perform its obligations under this Agreement. .

6.4 The Customer shall comply with all reasonable directions or requirements notified by Southgate Fire and Safety(2018)LTD from time to time concerning appropriate environmental conditions for the operation of the Equipment.

6.5 The Customer shall provide adequate light water, electricity and safe working space to Southgate Fire and Safety(2018)LTD at the Customer’s cost for the purpose of enabling Southgate Fire and Safety(2018)LTD to perform its obligations under this Agreement.

6.6 It shall be the Customer’s responsibility to at all times comply with the provisions of all statutes, ordinances, regulations, by-laws or other legal (or quasi-legal) requirements relating to the use and maintenance of the Equipment.

6.7 The Customer shall effect and maintain all normal and prudent insurance policies for the usual risks, including fire, burglary, damage and destruction.

6.8 The Customer shall ensure that all necessary Remedial Works to be completed by the Customer (in respect of Owner’s Checks or otherwise) are completed by the Customer at the Customer’s cost within a reasonable time and the Customer shall follow all of Southgate Fire and Safety(2018)LTD’s reasonable directions in this regard.

6.9 The Customer shall execute all documents and do or have done all such things which are not covered by this Agreement or which are the express responsibility of the Customer and which are necessary for the Customer to do in order to obtain an annual building warrant of fitness in relation to the Equipment, Owner’s Checks and the Site.

6.10 The Customer hereby expressly acknowledges that, if in the reasonable opinion of Southgate Fire and Safety(2018)LTD the Equipment is in a state or condition which may give rise to a breach of the Health and Safety in Employment Act 1992 the Building Act or other legislation, then Southgate Fire and Safety(2018)LTD may inform the TA or BCA or other body or organisation responsible for health and safety in relation to the Equipment of such possible breach but Southgate Fire and Safety(2018)LTD shall not be under any obligation to do so.

6.11 The Customer shall ensure that all Nominated Persons attend the training provided by Southgate Fire and Safety(2018)LTD at the relevant time and place notified to the Customer by Southgate Fire and Safety(2018)LTD.

6.12 The Customer shall immediately notify Southgate Fire and Safety(2018)LTD in writing whenever any Remedial Works modifications or relocation has been carried out by any person other than Southgate Fire and Safety(2018)LTD in respect of the Equipment or Owners Checks in respect of which Southgate Fire and Safety(2018)LTD has agreed to provide Maintenance Services and/or lQP Services. The Customer shall be solely responsible to ensure that such Remedial Works, modifications or relocation meet any requirements that may be necessary (by law or otherwise). Southgate Fire and Safety(2018)LTD shall have the right to inspect such Remedial Works, modifications or relocation to determine whether (in its opinion) such Remedial Works, modifications or relocation comply with the requirements. The Customer shall pay Southgate Fire and Safety(2018)LTD’s reasonable costs of inspecting such Remedial Works, modifications or relocation and reporting to the Customer on the same at Southgate Fire and Safety(2018)LTD’s standard rates from time to time.

6.13 The Customer shall indemnify and save harmless Southgate Fire and Safety(2018)LTD against all claims~ demands, actions, losses, damages, costs or other liabilities whatsoever which Southgate Fire and Safety(2018)LTD may incur or suffer as a result of Southgate Fire and Safety(2018)LTD duly performing its obligations under this Agreement unless such loss is caused by the negligence of Southgate Fire and Safety(2018)LTD.

6.14 The Customer shall indemnify and save harmless Southgate Fire and Safety(2018)LTD against all penalties, fines, fees, costs, losses or other liabilities whatsoever which Southgate Fire and Safety(2018)LTD might incur under the Building Act, Resource Management Act 1991, the Health and Safety in Employment Act 1992 or the Consumer Guarantees Act 1993 (or any regulations under those Acts) as a result of Southgate Fire and Safety(2018)LTD duly performing its obligations under this Agreement unless such loss is caused by the negligence of Southgate Fire and Safety(2018)LTD.

6.15 The Customer shall not assign its rights or obligations without the prior written consent of Southgate Fire and Safety(2018)LTD.

7. CHANGES TO THE EQUIPMENT OR SOUTHGATE FIRE AND SAFETY’S MAINTENANCE OBLIGATIONS

7.1 The Customer may request that any new, relocated, modified or replaced equipment be included in the Equipment (and covered by this Agreement), provided that where such equipment has been provided, installed, relocated or modified by persons other than Southgate Fire and Safety(2018)LTD, Southgate Fire and Safety(2018)LTD shall be entitled to inspect such additional or replacement equipment in order to ensure that it is in proper working order and the Customer shall pay Southgate Fire and Safety(2018)LTD at its standard charges from time to time for the cost of such inspections.

7.2 Southgate Fire and Safety(2018)LTD may at its option accept or decline to perform Maintenance Services in respect of such additional or replacement equipment, and may require the Customer to enter into a new agreement, and/or review the Base Charge.

7.3 If during the Term (or any renewal term) there is any change in the Compliance Schedule which brings about a change in the Maintenance Services or Inspection Services in relation to the Equipment required pursuant to the Compliance Schedule, then the provisions of clauses 8.4 to 8.6 inclusive shall apply, with effect from the date of such change.

8. BASE CHARGE

8.1 The Maintenance Services only (excluding all Remedial Works) shall be covered by the Base Charge, which shall be subject to review annually in accordance with clauses 8.4 to 8.6 inclusive.

8.2 The Customer shall pay the Base Charge to Southgate Fire and Safety(2018)LTD Quarterly in advance within 30 days of invoice without any deduction or set-off, some clients may choose to pay monthly.

8.3 The Base Charge does not cover the following items (without limitation):

Utility fees and charges such as fire service or telephone (or any associated costs); or

Remedial Works; or

Any work excluded from Maintenance Services; or

Any Call Out Service (during Normal Hours or otherwise); or

Training any Nominated Persons nominated after the Commencement Date; or

Any inspection carried out by Southgate Fire and Safety(2018)LTD not covered by Maintenance Services; or

Any additional services requested by the Customer and provided by Southgate Fire and Safety(2018)LTD.

8.4 In addition to any other occasion on which the Base Charge may be reviewed under this Agreement, the Base Charge may be subject to review annually (at Southgate Fire and Safety(2018)LTD’s sole discretion) during the Term (or any renewal term) with effect from the anniversary of the Commencement Date in accordance with the provisions of clauses 8.5 and 8.6.

8.5 To initiate a review, Southgate Fire and Safety(2018)LTD shall give notice in writing to the Customer (at any time) stipulating the new amount of the Base Charge (the Notice of Review) if the Customer does not object to the new Base Charge specified in the Notice of Review within 30 days of receipt by the Customer of the Notice of Review, the Customer shall be deemed to have accepted the new Base Charge.

8.6 In the event that the parties are unable to reach agreement on the new Base Charge within two months of the date of receipt by the Customer of the Notice of Review, then Southgate Fire and Safety(2018)LTD may at its sole discretion elect to terminate this Agreement at the expiration of the current quarter or to keep the Agreement on foot at the existing Base Charge.

8.7 A building warrant of fitness book base charge is $55.00+GST this is a charge for the new bwof book to be made to be site specific for your compliance schedule. This is made at the time of your signup of your agreement to ensure accurate records are kept for your site. There will also be a $55.00+GST charge if the book is required to be replaced.

9. RENEWAL

9.1 Subject to clause 8.4, upon the expiry of the Term (or any renewal term), this Agreement shall be deemed to have been automatically renewed upon the same terms and conditions as this Agreement for a further term of one year unless the parties agree otherwise in writing (to the intent that the Agreement will continue on a year to year basis unless otherwise agreed).

9.2 In the event that either party does not wish this Agreement to be renewed pursuant to clause 9.1, then that party shall give written notice to the other of them no later than 60 days prior to the expiration of the Term (or any renewal term) stipulating that the Agreement shall be at an end at the expiry of the current Term

10. LICENCE

10.1 The Customer hereby grants Southgate Fire and Safety(2018)LTD an irrevocable licence to enter, pass and re-pass (whether on foot or by vehicle and whether with machinery or otherwise) over the Site or any building or land of which the Site forms part for the purpose of gaining access to the Equipment and performing its obligations under this Agreement, during Normal Hours unless otherwise agreed and subject to reasonable arrangements to avoid undue interference to occupants (except in an emergency).

10.2 If the Customer is not the owner of the Site, then the Customer will obtain similar licence in favour of Southgate Fire and Safety(2018)LTD from the owner of the Site.

11. EXCLUSION AND LIMITATION OF LIABILITY

11.1 Where the Equipment is interfaced to any data system, Southgate Fire and Safety(2018)LTD shall take all reasonable measures to protect such system, but shall not be liable to the Customer in any way whatsoever in the event that any data is corrupted or erased while Southgate Fire and Safety(2018)LTD is performing its obligations under this Agreement. .

11.2 In the event that Southgate Fire and Safety(2018)LTD is found to be liable to the Customer for any breach of this Agreement (whether such liability arises through the negligence of Southgate Fire and Safety(2018)LTD or otherwise) the following limitations shall apply:

In relation to equipment, parts or goods supplied such liability shall be limited to: The replacement of the parts or goods or the supply of equivalent parts or goods or payment of the costs of replacing the parts or goods or acquiring equivalent parts or goods; or the repair of the parts or goods or payment of the costs of having the parts or goods repaired; as in each case Southgate Fire and Safety(2018)LTD may elect.

In relation to services such liability shall be limited to: The supply of the services again; or the payment of the costs of having the services supplied again; as in each case Southgate Fire and Safety(2018)LTD may elect. Southgate Fire and Safety(2018)LTD shall not be liable for any consequential loss whatsoever or howsoever suffered by the Customer whether due to Southgate Fire and Safety(2018)LTD’s negligence, breach of this Agreement or otherwise arising in connection with the provision of any goods or services under this Agreement, or outside of this Agreement, or arising out of the malfunction of any Equipment, or Owners Checks. Notwithstanding anything else in this Agreement, Southgate Fire and Safety shall not be liable for: Any indirect, consequential, special or economic loss, cost, liability, damage or expense howsoever arising. Southgate Fire and Safety(2018)LTD shall not be liable for any loss of profit, loss of use, loss of income, loss of rental, loss of actual or potential business opportunity or loss to reputation.

11.3 Southgate Fire and Safety(2018)LTD will use all reasonable endeavours to advise the Customer of all relevant information it becomes aware of (without being obliged to seek out such information) in relation to maintenance or use of the Equipment which may impact upon the Customer’s obligations under the Building Act, the Health and Safety in Employment Act 1992 or any other statute, regulation, law, code or document, but Southgate Fire and Safety(2018)LTD cannot and does not warrant that the Customer shall have complied with all such obligations as a result of Southgate Fire and Safety(2018)LTD performing its obligations under this Agreement.

11.4 The Customer hereby expressly acknowledges that the Customer is acquiring the goods and services under this Agreement for business purposes as described in the Consumer Guarantees Act 1993. All conditions and warranties which would or might otherwise be implied in this Agreement whether by operation of law or by statute, inference from circumstances, industry practice or otherwise which may lawfully be excluded are hereby expressly excluded.

11.5 The Customer acknowledges that Southgate Fire and Safety (2018) LTD is not a building certifier in terms of the Building Act. Southgate Fire and Safety (2018)LTD shall not be required to perform any of the functions of such building certifier pursuant to this Agreement.

11.6 Southgate Fire and Safety (2018) LTD shall not be liable to the Customer in anyway whatsoever except as expressly provided by this Agreement.

12. SUSPENSION AND TERMINATION OF SERVICES

12.1 Southgate Fire and Safety(2018)LTD may at its sole discretion suspend the provision of all or any part of the services under this Agreement immediately by written notice and without prejudice to any other remedy where:

the Equipment has been modified or adjusted without the knowledge and approval of Southgate Fire and Safety (2018)LTD; or

the Equipment has been maintained or repaired by persons other than the employees or agents of Southgate Fire and Safety(2018)LTD (or other persons authorised by Southgate Fire and Safety(2018)LTD); or

the Customer has failed to carry out (nor authorised Southgate Fire and Safety (2018)LTD to carry out) any repairs, replacements or other Remedial Works recommended by Southgate Fire and Safety(2018)LTD (within the time period recommended by Southgate Fire and Safety(2018)LTD) in relation to any Equipment and such work (in Southgate Fire and Safety(2018)LTD’s opinion) is important for compliance with the Compliance Schedule;

the Equipment is damaged in any way due to accident, neglect, misuse, operator error, variation and surges of electrical power, fusion, fire, air conditioning malfunction, damage caused in transportation, Act of God or any cause other than a cause arising from normal use of the Equipment; or

the Equipment is used improperly by the Customer including installing and using improper media, consumables or components in relation to the Equipment; or

the Customer has failed to comply with Southgate Fire and Safety (2018)LTD’s or the Equipment manufacturers’ operating instructions in relation to the Equipment; or

the Customer has failed to maintain proper environmental conditions or to comply with Southgate Fire and Safety (2018)LTD’s or the Equipment manufacturer’s operating instructions for the Equipment; or Southgate Fire and Safety(2018)LTD  has been refused reasonable access to the Equipment or the Site; or

the Customer has not made payment in accordance with clause 4.2 or 8.2.

12.2 In addition to any other right of termination contained in this Agreement, this Agreement may be terminated by either party immediately by written notice if:

one party breaches or fails to perform or observe any of the covenants, conditions or agreements contained or implied in this Agreement on the part of the other party to be observed or performed and such breach is not remedied within 30 days of written notice of such breach being served upon the defaulting party specifying the nature of the breach;

either party becomes bankrupt or insolvent or commits or suffers any act or bankruptcy within the meaning of the Insolvency Act 1967; or

either party goes into liquidation, is wound up, dissolved, enters a scheme of arrangement with its creditors, is placed under official management or a receiver or manager is appointed on any assets of either party.

12.3 Notwithstanding anything to the contrary expressed or implied in this Agreement, Southgate Fire and Safety (2018)LTD may at its option terminate this Agreement immediately by notice in writing to the Customer in the event that:

Southgate Fire and Safety (2018)LTD or any person(s) appointed by Southgate Fire and Safety(2018)LTD shall cease to be recognised by the TA or BCA as a person qualified to carry out inspections.

the obligations on Southgate Fire and Safety (2018)LTD are varied by operation of law (or otherwise) in any way whatsoever; or

work is suspended in accordance with 12.1 and the cause of such suspension remains in existence for a period exceeding 30 days from the date of notice of suspension.

12.4 Any termination of this Agreement shall be without prejudice to Southgate Fire and Safety(2018)LTD’s rights to recover any Base Charge or other monies owed to Southgate Fire and Safety(2018)LTD pursuant to this Agreement up to the date of such termination.

12.5 In the event of termination of this Agreement for any reason, Southgate Fire and Safety(2018)LTD shall not be liable for any refund or rebate of any Base Charge already invoiced to or paid by the Customer.

13. DEBT RECOVERY AND CREDIT CHECKS

13.1 In the event payment is not made in accordance with clause 4.2 or 8.2 Southgate Fire and Safety (2018)LTD may choose to pass the account to a collection agency for recovery.

13.2 Accounts passed to a collection agency may incur further costs and/or fees.

13.3 All costs and/or fees so incurred shall be passed onto the Customer and be added to the outstanding balance, forming part of the total amount recoverable from the Customer.

13.4 Contract commencement we in general terms perform a credit check and may contact any parties as references on your account application.

14. ENTIRE AGREEMENT

14.1 The Agreement constitutes the entire agreement and understanding between the parties in relation to the subject matter covered by the Agreement and all goods and services to be supplied under the Agreement.

14.2 The Customer hereby acknowledges that the Customer has not entered into this Agreement in reliance upon any representation warranties or statements by Southgate Fire and Safety (2018)LTD.

15. FORCE MAJEURE

15.1 Neither party shall be liable in any circumstances whatsoever for any failure by that party whatsoever to perform any obligation on the part of that party to be performed under this Agreement where such failure is due to any cause beyond the reasonable control of that party.

16. NOTICES

16.1 Any notices served under this Agreement may be served personally (in the case of the Customer by being handed to any of the Site Representatives), by facsimile or by registered post to the last known address. In the case of facsimile, the notice shall be deemed to have been received at the time that it is properly transmitted.

17. PARTIAL INVALIDITY

17.1 In the event that anyone or more of the provisions of this Agreement shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions hereof shall not in any way be affected, prejudiced or impaired thereby.

17.2 All contracts are written dated and signed by both parties unless confirmed by email. The company does not perform or engage in any verbal agreements.

18. DlSPUTE RESOLUTION

18.1 All disputes and differences of any kind whatsoever between Southgate Fire and Safety (2018)LTD and the Customer in connection with or arising out of this Agreement shall be resolved promptly by negotiation between the parties.

18.2 In the event that the matter is not promptly resolved be negotiation the parties shall endeavour in good faith to resolve the dispute expeditiously using alternative dispute resolution techniques such as mediation, expert evaluation or similar techniques agreed by them.                 .

18.3 Any dispute referred to in clause 18.2 is not resolved within a reasonable time then such dispute shall be referred to arbitration pursuant to the Arbitration Act 1996.

19. WAIVER

19.1 No delay, neglect or forbearance by either party in enforcing against the other of them any term or condition of this Agreement shall be deemed to be a waiver of or in any way prejudice any right of that party.

20.DOCUMENTATION

20.1 Our systems are of digital format and we don’t hold test records onsite other than notebooks in panels these records  can be requested at any time via:office@sfs.kiwi.nz or by calling 0800-543-848..

21.SUBCONTRACTORS

21.1 From time to time we may engage a subcontractor to perform works the subcontractor will be vetted and have correct ppe and site safe and licences to perform their works.

22.COVID 19

22.1 We are unable to control transport of freight timeframes and accept no liability for COVID 19 related holdups or issues relating to transportation in any shape or form.We will do our very best to find an alternative product where we can or assist with a possible solution but this is at Southgate Fire and Safety (2018) Limited’s discretion.

22.Southgate Fire and Safety (2018) LTD do not enter into any business hibernation schemes due to a business unable to be able to pay its debts. If you are having issues paying your invoice, we may be able to assist but this is at the discretion of our management.